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Directors Report of Metalyst Forgings Ltd.

Mar 31, 2023

It gives me great to presenting the 46^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the Financial Year ended 31st March, 2023 which includes the report to the shareholders.

Corporate Insolvency Resolution Process (CIRP)

A corporate insolvency resolution process ("CIRP") has been initiated against Metalyst Forgings Limited ( ''the Company'' or ''MFL''Jvide an order of Mumbai bench of the National Company Law Tribunal (NCLT) dated December 15,2017 under the provisions of the insolvency and bankruptcy code 2016 (Code). The Hon''ble NCLT, Mumbai Bench by order Dated 15th December, 2017 has appointed Mr. Dinkar T. Venkatasubramanian as an Interim Resolution Professional (''IRP'') for carrying out the Corporate Insolvency Resolution Process (CIRP) of the Company. At the first meeting of Committee of Creditors of the Company held on 12^th January, 2018 his appointment was confirmed as a Resolution Professional under provisions of the Insolvency and Bankruptcy Code, 2016 and further Resolution plan submitted By Deccan Value Investors L.P. has been approved by committee of creditors in its meeting dated on 25th august, 2018 and was thereafter submitted to the Hon''ble National Company Law Tribunal, Mumbai ("NCLT"), for its approval.

However the NCLT vide its order dated September27,2019, rejected the approval of the resolution plan and allowed the same to be withdrawn by the successful resolution applicant, pursuant to an application filed by the successful resolution applicant in this regard.

The aforesaid order of the NCLT was challenged by the RP and the CoC in the Hon''ble National Company Law Appellate Tribunal, praying, inter alia, that withdrawal of an approved resolution plan is not permitted in terms of the Code, and that such withdrawal was permitted by the NCLT on misconceived grounds and without jurisdiction.

However, the NCLAT, vide its order dated February 7, 2020, upheld the order passed by the NCLT and the consequent withdrawal of the resolution plan by the successful resolution applicant.

Pursuant thereto, the RP and the CoC have filed separate appeals in the Hon''ble Supreme Court, challenging the order passed by the NCLA T and have prayed, inter alia, for the same to be set aside and for the Supreme Court to direct the NCLT to approve the resolution plan under Section 31 of the Code..

Pursuant to section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of MFL stands suspended and the same are being exercised by the Resolution Professional. The management of the affairs of MFL has been vested with Resolution Professional.

In view of the above mentioned provisions of Law since the Powers of Board of Directors stands Suspended and be exercised by the Resolution Professional, the Directors Report which is required to be presented by Board of Directors under Section 134(3) Companies Act, 2013 is not being presented. However a report of Management containing the Details and information as available to be disclosed in Directors Report to the shareholders is being presented to you by Resolution Professional.

FINANCIAL AND OPERATIONAL PERFORMANCE

The Standalone Financial Statements for the Financial Year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind ASâ) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements.

Your Company''s financial performance, for the year ended March 31, 2023 is as summarized below:

FINANCIAL RESULTS: (Amount in Rs. Lac)
	S N o	Particulars	Year
	S N o	Particulars	31^st March 2023	31^st March 2022
	1.	Revenue from operations	26158.58	23069.15
	2.	Other Income	44.57	57.07
	3.	Total Revenue	26203.15	23126.22
	4.	Total Expense	50243.13	48372.91
	5.	Profit/(Loss) before Exceptional Items & Tax	(24039.98)	(25246.69)
	6.	Exceptional items	7347.81	-
	7.	Profit / (Loss)before Tax	(31, 387.79)	(25246.69)
	8.	Less: Current Tax	--	--
	9.	Deferred Tax Liability	--	--
	10.	(Excess)/Short Provision	--	--
	11.	Profit after Tax	(31, 387.79)	(25246.69)
	12.	Share of Profit/(Loss) in associate and joint venture (net)
	13.	Other Comprehensive Income (net of tax)	49.11	(78.48)
	14.	Total Comprehensive Income	(31,338.68)	(25325.17)
	15.	Paid up Equity Share Capital (Face Value of Rs. 10/- each)	4355	4355
	16.	Earnings Per Share	(72.07)	(57.97)

REVIEW OF OPERATIONS

During the period under review, based on Standalone financial statements, the Company earned Total Revenue for the year ended 31.03.2023 of Rs.26,158.58 Lakhs. As the company has earned Rs.

23,069.15 income in the previous year ended 31.03.2022. Loss after tax for the year ended 31.03.2023 stood at Rs. 31,387.79 as compared to loss after tax of Rs. 25246.69 for the year 31.03.2022.

STATE OF COMPANY''S AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis (MDA) Report forming part of this Annual Report.

DEMATERIALISATION AND LISTING

The Equity Share Capital of the Company are admitted to the Depository System of National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March 2023, 4,33,83,

345 Equity Shares representing 99.617 % of the equity share capital of the company are in dematerialized form. The Equity shares of the company are compulsorily traded in dematerialization form as mandated by the SEBI. The international Securities Identification Number (ISIN) allotted to the company with respect to its Equity shares is INE425A01011.

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited and are actively traded.

RECONCILATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, Practicing Company Secretary, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up share capital of the Company.

As per the directive of Securities and Exchange Board of India, M/s., KRR & Company, Company Secretaries, undertook the Reconciliation of Share Capital Audit on a quarterly basis and the reconciliation documents, for the year under review, have been duly uploaded on the website of the Stock Exchange.

CHANGE IN REGISTERED OFFICE |

During the financial year under review, there is no change in the shifting of the registered office of the company.

CHANGE IN NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2022-23.

The Company continued to operate in the business of forgings and in the manufacturing of wide range of highly engineered forging components viz. hot forged parts and high tensile fasteners for automotive and non-automotive segments. Its state-of-the-art manufacturing facilities are equipped with world-class presses, hammers and upsetters machines. MFL is one of the leading front axle beam, crankshaft and other small and medium components manufacturing organisation in India catering to wide end

market customer base, An ISO 9001, IATF:16949, OHSAS & EMS certified company.

DIVIDEND AND RESERVES

The Board of Directors/Resolution Professional has not recommended any dividend for Financial Year 2022-23 in view of the current market outlook; and in order to preserve cash.

During the year under review, the Board of Directors/Resolution Professional of the company, have decided not to transfer any amount to the General reserves.

SHARE CAPITAL OF THE COMPANY

The Authorized Share Capital of the Company is Rs. 52,00,00,000 (Rupees Fifty Two Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of INR 10/- each aggregating to INR 50,00,00,000 (Rupees Fifty Crores Only) and 20,00,000 (Twenty Lakhs) Preference Shares of INR 10/- each aggregating to Rs. 2,00,00,000 ( Rupees Two Crore Only).

Further Paid up capital of the company is comprises of Rs. 43,55,00,000 (Rupees Forty Three crores fifity five lakhs only) divided into 4,35,50,000 (four crores thirty five lakhs fifty thousand only) Equity shares 10/- each and Rs. 1,34,22,800 (One crore thirty four lakhs twenty two thousand eight hundred only) 0.1% non-cumulative redeemable preference shares divided into 13,42,280 divided into Re. 10/- each.

During the year under review, there is no change in the Authorized Share Capital and Paid-Up Share Capital of your Company.

FINANCIAL STATEMENT OF THE COMPANY

The Financial Statement of the company for the FY 2022-23 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing Regulation).

The Audited Financial Statements along with Auditor Report for the FY 2022-23 into consideration have been annexed to the Annual report and also made available on the website of the company which can be accessed at www.metalyst.co.in.

INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2022-23 have been prepared as per Ind AS.

BORROWINGS

During the year under review your company has not made short term and long term borrowings in accordance with the provision of the Companies Act, 2013. Details of the borrowings in accordance with the provisions of the said section have been disclosed in the Notes to the Financial Statements.

PUBLIC DEPOSIT ^

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of your company between the financial year ended March 31, 2023 and as at the date of signing of this report.

A corporate insolvency resolution process ("CIRP") has been initiated against Metalyst Forgings Limited ( ''the Company'') vide an order of Mumbai bench of the National Company Law Tribunal (NCLT) dated December 15^th, 2017 under the provisions of the insolvency and bankruptcy code 2016 (Code). The Hon ''ble NCLT, Mumbai Bench by order Dated 15th December, 2017 has appointed Mr. Dinkar T. Venkatasubramanian as an Interim Resolution Professional (''IRP'') for carrying out the Corporate Insolvency Resolution Process (CIRP) of the Company & Resolution Plan Submitted by Deccan Value Investors L.P has been approved By Committee Of Creditors in its meeting dated On 25th August, 2018.

DIRECTORS/KMP & RESOLUTION PROFESSIONAL |

Due to ongoing CIRP the Board of Directors continue to remain suspended during the year under review.

Directors

There is no induction/change in Directorship of the Company during the financial year ended March, 2023

Key Managerial Personnel:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows as on 31^st March 2023:

DIN/PAN	NAME OF KMP MANAGERIAL PERSONNEL	DATE OF APPOINTMENT
01744465*	Shekhar Gupta	Whole time Director
ACBPM8301M**	Arun Kumar Maiti	CFO(KMP)
AAVPU6546Q¹	Jayaram Shetty	CFO(KMP)
HTCPS9157Q****	Divya Srivastava	Company Secretary

*Mr. Shekhar Gupta, whole time Director of the Company has also resigned from the post of directorship of the Company, but compliance under Companies Act 2013 is pending, hence he is still showing as a director in the Companies Master Data on MCA.

**During the period under review, Mr. Arun Kumar Maiti had resigned from the office of Chief Financial Officer of the Company w.e.f. 31^s May, 2022. The Board/Resolution Professional places on record its appreciation for the services rendered by Arun Kumar Maiti during his tenure with the Company.

August, 2022.

*****During the period under review, Ms. Divya Srivastava had appointed to the post of Company Secretary of the Company.

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated, May 31, 2018 all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

Further stated that Metalyst Forgings Limited is under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code 2016 (Code) vide an order of the Hon''ble National Company Law Tribunal ("NCLT"), Mumbai dated 15.12.2017 and Mr. Dinkar T. Venkatasubramanian (IP Registration no. IBBI/IPA-001/IP-P00003/2016-17/10011), was appointed as the Insolvency Resolution Process ("IRP") with effect from 15^th December 2017. Further, in terms of the provisions of the Code, the Committee of Creditors (CoC) in its meeting held on 12^th January 2018 continued to Mr. Dinkar T. Venkatasubramanian as the Resolution Professional.

NUMBER OF BOARD MEETING AFTER THE COMMENCEMENT OF INSOLVENCY PROCESS

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated, May 31, 2018 read with an order of the Hon''ble National Company Law Tribunal (âNCLTâ), Mumbai all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

Mr. Dinkar T. Venkatasubramanian, appointed as Interim Resolution Professional (IRP) by the National Company Law Tribunal by order dated 15 th December, 2017 and subsequently confirmed as the Resolution Professional (hereinafter referred to as the âRPâ) by the Committee of Creditors (hereinafter referred to as the âCoCâ) via e-voting conducted in the meeting of the CoC, which concluded on on 12th January, 2018, to carry out the CIR Process for the Company.

However, as the power of the Board of Directors of your Company stands suspended and the Resolution Professional has been overseeing the day to day operations of the Company during the year under review.

NUMBER OF MEETING OF COMMITTEE OF CREDITORS (COC)

During the period under review three (03) meetings of the Committee of Creditors (CoC) were held, details of which are given below and forms part of this Annual Report:

S No.	Date	Total No. of Members	Members Attended Meeting	% Attendance
1	13 September 2022	16	10	70.57
2	25 July 2022	16	15	97.63
3	09 May 2022	16	10	80.71

DECLARATION BY INDEPENDENT DIRECTORS |

In terms of SEBI (Listings Obligations and Disclosure Requirements) (Third Amendments) Regulations

2018 dated 31^st May 2018 Mr. Dinkar T. Venkatasubramanian pursuant to NCLT vide order dated 15 ^thDecember 2017 against the Company and all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

In light of the above, your Company has not received any declaration from the Independent Directors during the year under review.

? Broad terms of reference of the committee inter-alia include:

a) To identify persons who are qualified to become Directors and who may be appointed as KMPs and in senior management position in accordance with the criteria laid down, recommend to the Board for their appointment and removal;

b) To carry out evaluation of every Director''s performance;

c) To identify the criteria for determining qualifications, positive attributes and independence of a director;

d) To finalise the remuneration for the Directors, key managerial personnel and senior management personnel;

e) To assess the independence of Independent Directors; and

f) Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act, 2013 and Rules thereunder and the SEBI (LODR), whenever applicable.

In this context, the committee will also review the framework and processes for motivating and rewarding performance at all levels of the organisation, will review the resulting compensation awards, and will make appropriate proposals for Board approval.

BOARD EVALUATION

In terms of the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulation, 2018, Notification dated, May 31, 2018, Mr Dinkar T. Venkatasubramanian pursuant to NCLT vide order dated 15th December 2017 against the Company and all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

The manner in which the evaluation has been carried out by Resolution Professional has been explained in the Corporate Governance Report.

The Board Evaluation after the Commencement of Corporate Insolvency Resolution Process (CIRP) shall be fulfilled by Resolution Professional and powers of the Board of Directors stand suspended.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

During CIRP period, as and when required the Company used to conduct programmers for familiarization of Independent Directors with the Company and details of such programmers were updated on its website i.e. www.metalyst.co.in. Further, roles, rights, responsibilities of Independent Directors in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters are available on the Company''s website. During the period under review, it was not required to conduct programmers for familiarization of Independent Directors in view of the CIRP.

Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website (https://www.metalyst.co.in).

COMMITTEES OF THE BOARD

The Company''s Board had the following five Committees:

	Nomination and	Stakeholders	Sexual	Risk
Audit Committee	Remuneration	Relationship	Harassment	Management
	Committee	Committee	Committee	Committee

The Board had a defined set of guidelines, duties and responsibilities and and established framework commensurate with the applicable provisions of the Companies Act and Listing Regulations for conducting the meetings of the said Committees. A detailed note on the Board of Directors and its committees, their scope e.tc is provided under the Corporate Governance Report

The role and responsibilities of the Committees specified in regulations 18, 19, 20 and 21 of SEBI

(Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018 after the Commencement of Corporate Insolvency Resolution Process (CIRP) shall be fulfilled by RP/IRP/IMC in accordance with Sections 17 and 23 of the Insolvency Code from the aforesaid date and powers of the Board of Directors stand suspended.

Accordingly, no meetings of the Committees were held during the Financial Year 2022-2023. Further details are given in the Corporate Governance Report.

DISCLOSURE OF AUDIT COMMITTEE & NON ACCEPTANCE OF ITS RECOMMENDATION

The composition of Audit Committee of the Company as on 31.03.2023 is as under:

Name of the Member	Category	Status
Mr. Yogesh Kapur	Independent Director	Chairman
Mr. Brajindar Mohan Singh	Independent Director	Member
Ms. Anuradha Kapur (resigned w.e.f.18.10.2019)	Independent Director	Member

After the Commencement of Corporate Insolvency Resolution Process (CIRP) as per regulation 1 7 of IBC "the Code" The management of the affairs of the company shall vested in the interim resolution professional and the power of the board of directors/ committees shall stand suspended and be exercised by the Interim Resolution Professional.

Mr. Dinkar T. Venkatasubramanian, appointed as Interim Resolution Professional by the National Company Law Tribunal by order dated 15 December 2017 and continued as Resolution Professional by the Committee of Creditors in its meeting held on 12^th January 2018 under provisions of the code).

REMUNERATION POLICY

Pursuant to Section 134(3)(e) & Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed policies that were duly approved by the erstwhile Board on the recommendations of the Nomination and Remuneration Committee prior to commencement of CIRP for selection of Directors which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s) / Key managerial personnel and their remuneration. Details of the policy on appointment and remuneration are available on the website of the Company (www. metalyst.)

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the provisions of the Act and IEPF Rules, as amended from time to time, the Company is required to transfer the following to IEPF:

â¢ Dividend amount that remains unpaid/unclaimed for a period of seven (07) years; and

â¢ Shares on which the dividend has not been paid/claimed for seven (07) consecutive years or more.

Your Company, in its various communications to the shareholders from time to time, requests them to claim the unpaid/unclaimed amount of dividend and shares due for transfer to IEPF established by the Central Government. Accordingly, during the year, the Company has no such unpaid or unclaimed dividend for a period of seven (7) years from the date they become due for to IEPF.

However the unclaimed dividend for the FY 2013-14 is due to transfer to Investors'' Education and Protection Fund (IEPF) established by the Government of India.

Further, in compliance with IEPF Rules including statutory modification(s) thereof, the Company publishes notices in newspapers and sends specific letters to all shareholders dated 28^th August 2023 whose shares are due to be transferred to IEPF for the FY 2013-14, to enable them to claim their rightful dues.

With the continuous efforts of the Company, 16 investor claims request letter have been sent to RTA for releasing claims.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Chief Financial Officer of the Company to monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associates Company as on 31^st March, 2023. RESOLUTION PROFESSIONAL / DIRECTORS'' RESPONSIBILTY STATEMENT*

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors/Resolution Professional hereby confirm that:

i. In the preparation of annual financial statements for the year ended 31^st March 2023, the applicable accounting standards have been followed and there has been no material departure.

ii. they have selected accounting policies which were applied consistently and the directors/IRP 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 as at 31^st March, 2023 and of the profits/losses for the year ended on that date.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively.

*The role and responsibilities of the Board of Directors after the Commencement of Corporate Insolvency Resolution Process (CIRP) shall be fulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016 and powers of the Board of Directors/Committees stand suspended.

AUDITOR AND THEIR REPORT STATUTORY AUDITORS

At the 44^th Annual General Meeting held on August 01^st, 2022 M/s. Jayesh Sangharjka & Co. LLP. Practicing Chartered Accountants (Firm Registration Number: 104184W/W100075) were appointed as Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 44^th Annual General Meeting till the conclusion of the 49^th Annual General Meeting of the Company.

The requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting has been done way by the Companies Amendment Act, 2017 notified by the Ministry of Corporate Affairs vide notification no. GSR 432(E) dated 07th May, 2018, and hence the notice of ensuing Annual General Meeting does not carry any resolution pertaining to ratification of appointment of Statutory Auditors.

AUDITORS'' REPORT

The Statutory Auditor have issued auditors'' report contain the qualifications/observation which is self-explanatory in nature and forms part of this Annual Report. Further the Statement of Impact of Audit Qualification pursuant to SEBI regulations forms part of this Annual Report.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time the Resolution Professional of the Company has appointed M/s KRR & Company, Company Secretaries as Secretarial Auditor of the Company, to conduct Secretarial Audit for the financial year 2022-23.

A copy of the Secretarial Audit Report received from M/s KRR & Company, Company Secretaries in the prescribed Form No. MR-3 is annexed to this Report marked as âAnnexure - Iâ and forms an integral part of this Report.

The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Resolution Professional of the company, has appointed Firm M/s K.V. Dongare and Co. (FRN: 000622) as Cost Auditor of the Company to fill the Casual Vacancy caused by resignation of M/s Pawar and Associates (FRN:102461) to conduct Cost Audit for the Financial Year 2022-23 in accordance of Section 148 read with rules made there under, of the Companies Act 2013.

For conducting the audit of the cost records of the Company for the financial year 2022-23 subject to its ratification of the remuneration to be paid to Cost Auditor, by the shareholders at the ensuing

Annual General Meeting.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director''s Report.

CORPORATE GOVERNANCE REPORT |

As stipulated under Schedule V of SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015, the report on Management Discussion and Analysis, the report on corporate

Governance and requisite Certificate from the Secretarial Auditor M/s KRR & Company, Company Secretaries, of the Company confirming Compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.

The Corporate Governance Report for the Financial Year 2022-23 is attached as an Annexure-VI.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review your Company has not made any investment, has not granted any loans, guarantee and/ or has not provided any security in accordance with the provisions stated in Section 186 of the Act. Details of Loans, Guarantees and Investments covered under the provisions of the said section have been disclosed in Notes of the notes to the Financial Statements.

PARTICULARES OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company with Related Parties are at arm''s length and are in ordinary course of business.

In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and in the Ordinary Course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is attached as Annexure-II which forms part of this report.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website at www.metalyst.co.in.

There has been no change to the policy on Related Party Transactions during the financial year ended March 31st, 2023.

CORPORATE SOCIAL RESPONSIBILITY

As per the section 135 of Companies act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors and have to spends in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial years.

*In order to comply the provisions, earlier, company constituted a committee of the Board of Directors of the company. However, the Company is not meeting the criteria required for constituting Corporate Social Responsibility Committee and due to continuous losses faced by the Company, the company has decided to dissolve the CSR Committee. Therefore, in Financial Year 2022-2023, the CSR Committee stands dissolved.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Report Annexure-V(A).

However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees'' remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RELATED PARTY TRANSACTIONS

All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any arrangement/transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party T ransactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure II to this Report.

The Related Party Transaction Policy is available on the Company''s website under the web link www.metalyst.co.in.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to Section 134(5) (e) of the Act. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

In terms of SEBI (Listings Obligations and Disclosure Requirements) (Third Amendments) Regulations 2018 dated 31^st May 2018 the resolution professional Mr Dinkar T. Venkatasubramanian appointed pursuant to NCLT vide order dated 15^th December 2017 against the Company and all the roles and responsibilities of the Board of Directors/ Committees shall be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23 of IBC and powers of the Board of Directors/ Committee stands suspended.

RISK MANAGEMENT

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz.

In compliance with the provisions of Regulation 21 of SEBI Listing Regulations, the Board of Directors has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of the Annual report. The details of Committee are set out in the Corporate Governance Report forming part of the Board''s Report.

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendments) Regulations 2018 dated 31^st May 2018, that after the Commencement of Corporate Insolvency Resolution Process (CIRP) all the powers of the Board or Committees shall be fulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016 and powers of the Board of Directors stand suspended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not

consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities

undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)
Particulars	Year ended 31^st March, 2023	Year ended 31^st March, 2022
Foreign exchange earning	Nil	Nil
Foreign exchange Outgo	Nil	Nil

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are attached as Annexure IV to this Report.

MANAGEMENT DISCUSSION & ANANLYSIS REPORT

Management Discussion and Analysis Report on the operations and financial position of the Company, as stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section forming part of this Report.

A detailed review of operations, performance and future outlook of your Company is given in this report annexed herewith as Annexure VII, under the head âThe Management Discussion and Analysis Report for the year under review, as specified under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate section, forming part of this Annual Report.

WILFUL DEFAULTERS

According the information received by CIBIL, some of the bank has declared the Company, its Promoter Director and erstwhile Executive Director as Wilful Defaulters. Details of the bank, amount of default and last date when they have been declared as wilful defaulter are provided in Audit Report which forms this report.

OTHER DISCLOSURES/ REPORTING

No disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

â¢ Issue of Equity Shares with differential rights as to Dividend, voting or otherwise

â¢ Issue of Shares (including sweat equity shares) to Employees of the Company under any scheme

â¢ None of the Directors including Whole Time Directors of the Company received any remuneration or commission from any of the Company''s subsidiaries

â¢ No fraud has been reported by the Auditors to the Resolution Professional

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company www.metalyst.co.in. Policy on dealing related party transaction is available on the website of the Company www.metalyst.co.in.

VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy (âPolicyâ) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc The functioning of the Vigil Mechanism is reviewed by the Audit Committee/Resolution Professional from time to time.

None of the Directors or employees have been denied access to the Audit Committee of the Board/ Resolution Professional. The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information. The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company www.metalyst.co.in.

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

During the year under report, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

The Hon''ble National Company Law Tribunal, Mumbai (NCLT, Mumbai) vide order dated 15^th December, 2017 approved initiation of Corporate Insolvency Resolution Process of the Company pursuant to an application under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by State Bank of India.

Pursuant to the initiation of the above proceedings, and In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendments) Regulations 2018 dated 31st May 2018, that after the Commencement of Corporate Insolvency Resolution Process (CIRP)all the powers of the Board or Committees shall be have been suspended and fulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016 and same now vest with Mr. Dinkar T. Venkatasubramanian, the Resolution Professional.

Further, the Company had received an adjudication order dated June 28^th 2019 from Securities and Exchange Board of India (SEBI) in terms of the provisions of Section 15HB of the SEBI Act regarding violation of the provision of Regulation 31(1) read with Regulation 31(3) of SEBI (SAST) Regulations, and penalty has been imposed by the SEBI.

INDUSTRIAL RELATIONS

During the year under review, employee relations at all sites remained cordial. Despite the exceptional challenges faced, the motivated work force aided your Company in maintaining its operations.

INVESTOR RELATIONS

Your Company always endeavors to promptly respond to members'' requests/grievances. Each and every issue raised by the members is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee/Resolution Professional of the Company periodically reviews the status of the redressal of investors'' grievances.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company remained under CIRP and no meeting of the Board of Directors was held during the year under report. Therefore the Secretarial Standards i.e. SS-1 and SS-2issued by the Institute of Company Secretaries of India (âICSI") and notified by Ministry of Corporate affairs (MCA) relating to meeting of the Board of Directors and General Meetings, respectively have been followed by the company to the extent possible.

ENVIRONMENT ^

Your Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

GENERAL DISCLOSURE

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

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ Issue of shares (sweat equity shares) to employees of the Company under ESOS.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

2. Number of Meetings of the Board of Directors

1. Sexual Harassment Of Women At Workplace (Prevention. Prohibition And Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and take suitable measures for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment.

During the financial year under review, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required under the Sexual Harassment of women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith.

Statements in the Director''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations and/or forecasts may be forward-looking within the meaning of applicable securities, laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The Resolution Professional / Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Resolution Professional / Directors also wish to place on record their deep sense of appreciation for the dedication of the employees at all levels, which has been critical for the Company''s success. The Directors/Resolution Professional of the Company look forward to their continued support in future. The Board of Directors/Resolution Professional would also like to thank all stakeholders for the continued confidence and trust placed by them with the Company.

Thereafter, Mr. Jayaram Shetty from the office of Chief Financial Officer of the Company w.e.f. 02^nd

Mar 31, 2018

Dear Members,

It gives me great pleasure to present the 41^st Annual Report on the business and operations of your Company, together with the audited accounts for the financial year ended March 31, 2018.

A corporate insolvency resolution process (âCIRPâ) has been initiated against Metalyst Forgings Limited ( âthe Companyâ ) vide an order of Mumbai bench of the National Company Law Tribunal (NCLT) dated December 15, 2017 under the provisions of the Insolvency and Bankruptcy Code 2016 (Code). The Honâble NCLT, Mumbai Bench by order Dated December 15, 2017 has appointed Mr. Dinkar T. Venkatasubramanian as an Interim Resolution Professional (âIRPâ) for carrying out the Corporate Insolvency Resolution Process (CIRP) of the Company.

At the first meeting of Committee of Creditors of the Company held on January 12, 2018 his appointment was confirmed as a Resolution Professional.

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of the Company stands suspended and the same are being exercised by the Resolution Professional. The management of the affairs of the Company has been vested with Resolution Professional till the time the resolution plan is approved by the Committee of Creditors (CoC) and further, approved by the NCLT under the Code.

FINANCIAL RESULTS

The standalone financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

The Companyâs, financial performance, for the year ended March 31, 2018 and period ended March 31, 2017 is summarized below:-

in Rs. Lakhs except per equity share data

Particulars	31st March, 2018	31st March, 2017
Revenue from Operations	37378	110628
Other Income	77	217
Total Revenue	37455	110845
Expenditures (Excluding Depreciation)	71597	133852
Gross Profit Before Depreciation	34142	23007
Depreciation	25993	22327
Profit Before Tax & Exceptional Items	(60135)	(45334)
Exceptional Item	41195	44247
Profit Before tax	(101330)	(89581)
Tax Expenses
Deferred Tax	(8312)	(25078)
Profit /(Loss) for the year	(93018)	(64503)
Other Comprehensive Income	82	(58)
Total Comprehensive Income	(92936)	(64561)
EPS (for continuing operation)
Basic	(213.48)	(176.74)
Diluted	(213.48)	(176.71)
EPS (for continuing and discontinuing operation)
Basic	(213.48)	(176.74)
Diluted	(213.48)	(176.71)

FINANCIAL PERFORMANCE

During the year under review, your Company had earned total revenue amounting to Rs.37,455 lakhs as compared to Rs. 110,845 lakhs in the previous year. Loss after Tax stood at Rs. 93,018 lacs as against Loss after Tax of Rs. 64,503 lakhs in the previous year.

STATE OF COMPANYâS AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis (MDA) Report forming part of this Annual Report.

TRANSFER TO RESERVE

The Company did not transfer any amount to reserve during the year.

MATERIAL CHANGES AND COMMITMENTS

A CIRP has been initiated against the Company vide an order of Mumbai bench of the NCLT dated December 15, 2017 under the provisions of the Code. The Honâble NCLT, Mumbai Bench by order Dated 15th December, 2017 has appointed Mr. Dinkar T. Venkatasubramanian as an âIRPâ for carrying out the Corporate Insolvency Resolution Process (CIRP) of the Company.

DIVIDEND

In view of losses incurred during the year under review, the Board of Directors does not recommend any dividend on the equity shares for the financial year ended March 31, 2018.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 52,00,00,000 (Rupees Fifty Two Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of INR 10/- each aggregating to INR 50,00,00,000 (Rupees Fifty Crores Only) and 20,00,000 (Twenty Lakhs) and Preference Shares of INR 10/- each aggregating to Rs. 2,00,00,000 ( Rupees Two Crore Only).

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

Subsequent to the financial year under review, on 03rd April, 2017, the Company had converted unsecured loan of Rs. 4,00,00,000 (Rupees Four Crores only) of Promoter Company i.e. Amtek Auto Limited pursuant to the approval of shareholders in their meeting held on March 23, 2017, through issue and allotment of 4,00,000 (Four Lakh) equity shares of Rs. 10/- (Rupees Ten) each fully paid-up at a price of Rs. 100/- (Rupees Hundred only) per share including a premium of Rs. 90/- (Rupees Ninety only) to Amtek Auto Limited in accordance with applicable provisions of the SEBI (ICDR) Regulations 2009 and the Companies Act, 2013 read with the applicable rules made there under for the issuance of Equity Shares on Preferential basis.

Further, the Company has also allotted 24,00,000 (Twenty Four Lakhs) Equity Shares upon conversion of Warrants into equivalent number of Equity shares of Rs. 10/- (Rupees Ten only) each, at a premium of Rs. 90/-aggregating to Rs. 24,00,00,000 (Rupees Twenty Four Crores only) which were issued on March 31, 2017 to the Promoter group Company i.e. M/s Amtek Auto Limited by way of preferential allotment.

BOARD OF DIRECTORS BEFORE THE COMMENCEMENT OF INSOLVENCY PROCESS

Pursuant to Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arvind Dham (DIN: 00047217) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Brief profile of Mr. Arvind Dham (DIN: 00047217) is given with the notice of Annual General Meeting

During the period under review, Pursuant to Section 168 of the Companies Act, 2013 read with Rule 15 of Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Gautam Malhotra and Mr. Vivek Kumar Agarwal has resigned from the office of Director of the Company w.e.f. 23^rd May, 2018 and 01^st June, 2018 Respectively. Mr. John Ernest Flintham has also resigned from the office of Director of the Company w.e.f. 31^st March 2018. The Board places on record its appreciation for their continuous support, guidance and contribution during their tenure as Directors on the Board of the Company.

Pursuant to Section 168 of the Companies Act, 2013 read with Rule 15 of Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Bahushrut Lugani and Ms. Ankita Wadhawan have resigned from the office of Independent Director of the Company with effect from 22^nd July, 2017 and 25^th August, 2017 respectively.

As per the provisions of Section 149 of the Act, an independent director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mr. Brajindar Mohan Singh, Mr. Yogesh Kapur and Ms. Anuradha Kapur have given declarations to the Board, that they meet the criteria of independence as provided under Section 149(6) of the Act.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, and with approval of the Nomination & Remuneration Committee, which recommends the appointment of above three Directors as Independent Directors for a period of five years is being placed before the Members in General Meeting for their approval.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Brief disclosure of the Directors proposed to be re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of this Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under SEBI Listing Regulations is provided in the Corporate Governance Section of the Annual Report.

After the Commencement of Corporate Insolvency Resolution Process (CIRP) shall be fulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016 and powers of the Board of Directors stand suspended.

DETAILS OF KEY MANAGERIAL PERSONNEL & RESOLUTION PROFESSIOANL

During the period under review, Ms. Prabhleen Kaur Sethi resigned from the position of Company Secretary w.e.f. 03^rd October, 2017. The Board places on record its appreciation for the services rendered by Ms. Prabhleen Kaur Sethi during her tenure with the Company.

Further, Mr. Pavan Kumar Mishra was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 27th November, 2017 pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rules applicable thereon.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Shekhar Gupta - Whole Time Director

Mr. Arun Maiti - Chief Financial Officer

Mr. Pavan Kumar Mishra - Company Secretary

Further stated that the Company is under CIRP under the Code vide an order of the Honâble NCLT, Mumbai dated December 15, 2017 and Mr. Dinkar T. Venkatasubramanian (IP Registration no. IBBI/IPA-001/IP-P00003/2016-17/10011), was appointed as the IRP with effect from December 15, 2017. Further, in terms of the provisions of the Code, the âCoCâ in its meeting held on January 12, 2018 continued Mr. Dinkar T. Venkatasubramanian as the Resolution Professional.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remained unpaid or unclaimed for a period of seven (7) years and shares thereof shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, during the year, the Company has transferred the unpaid or unclaimed dividend for a period of 7 years from the date they become due for payment along with the shares to IEPF. The shareholders have option to claim their shares and/or amount of dividend transferred from IEPF.

The company has sent the notice to the respective shareholders who have not claimed dividend for seven Consecutive Years and whose shares are liable to be transferred to IEPF during the Financial year.

No claim shall be entertained against the Company for the amounts and shares so transferred.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associates as on March 31, 2018.

NUMBER OF BOARD MEETING BEFORE THE COMMENCEMENT OF INSOLVENCY PROCESS

Before the Commencement of Insolvency Resolution Process the Board met 4 (Four) times during the financial year, the details of which are provided in the Corporate governance Report that forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

After the Commencement of Insolvency Resolution Process In terms of Section 17 of the Code, on commencement of the CIRP, the powers of the Board of Directors of the company stands suspended and the same are being exercised by the Resolution Professional. The management of the affairs of the Company has been vested with Resolution Professional, therefore no meeting of Board of Directors or Committee was held after the Commencement of CIRP.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to Section 134(3)(e) & Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s) / Key managerial personnel and their remuneration. Details of the policy on appointment and remuneration are available on the website of the Company http://www.amtek.com/mfl.php#

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formulated a framework containing, inter alia, the criteria for performance evaluation of entire Board of the Company on various parameters.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. The details of training and familiarization program are available on our website http://www.amtek.com/mfl.php#

COMMITTEES OF THE BOARD

The Companyâs Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the membership and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance section of this report.

The Board has laid down the Code of Conduct for Non-Executive Directors and Senior Management Personnel of the Company and the same are posted on the Companyâs website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

DISCLOSURE OF AUDIT COMMITTEE & NON ACCEPTANCE OF ITS RECOMMENDATION

The composition of Audit Committee of the Company as on 31.03.2018 is as under:

Name of the Member	Category	Status
Mr. Yogesh Kapur	Independent Director	Chairman
Mr. Sanjiv Bhasin	Non-executive Director	Member
Ms. Anuradha Kapur	Independent Director	Member

Before the Commencement of Insolvency Resolution Process all the recommendations made by the Audit Committee were accepted by the Board of Directors during the financial year 2017-18.

After the Commencement of Corporate Insolvency Resolution Process (CIRP) as per regulation 17 of IBC âthe Codeâ The management of the affairs of the company shall vested in the interim resolution professional and the power of the board of directors shall stand suspended and be exercised by the Interim Resolution Professional.

DIRECTORSâ RESPONSIBILTY STATEMENT

Before the Commencement of Insolvency Resolution Process Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

i. in preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

ii. they have selected accounting policies which were applied consistently and the directors 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 as at March 31, 2018 and of the profits/losses for the year ended on that date.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

In the Companyâs 40^th AGM held on September 25, 2017, M/s Raj Gupta & Co., Chartered Accountants (Firm Registration No. 000203N) has been appointed as the Statutory Auditor of the Company for a term of 5 years (subject to ratification by members at every AGM if required under the prevailing law at that time), to hold office from the conclusion of the 40^th Annual General Meeting until the conclusion of the 45th Annual General Meeting of the Company.

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Amendment) Act, 2017 notified by the Ministry of Corporate Affairs on 7 May 2018, the requirement for ratification of the appointment of Statutory Auditors by the members at every Annual General Meeting has been omitted.

AUDITORSâ REPORT

The auditorsâ report does not contain any qualification, reservation, adverse remark, comments, observations or disclaimer given by the Auditors in their report which forms part of this report.

SECRETARIAL AUDIT

The Board has appointed M/s S.N. Jain & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them for the financial year 2017-18 in the prescribed form MR-3 is attached as Annexure- I and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company on the recommendation of the Audit Committee, has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company for the financial year 2018-19 subject to its ratification of the remuneration to be paid to Cost Auditor, by the shareholders at the ensuing Annual General Meeting.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Companies Act, 2013 to the Audit Committee

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013, form part of notes to the financial statement provided in this Annual Report.

PARTICULARES OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company with Related Parties are at armâs length and are in ordinary course of business.

In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, All the Related Party Transactions entered into during the financial year were on an Armâs Length basis and in the Ordinary Course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large. the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure-II which forms part of this report.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website http:/ /www.amtek.com/mfl.php#

There has been no change to the policy on Related Party Transactions during the financial year ended March 31, 2018

ANNUAL RETURN EXTRACT

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 is attached as Annexure III to this Report.

Whereas, in pursuant to the Companies (Amendment) Act, 2017, the act has made substitution under Section 134(3) (a) of the Companies Act, 2013 to place the extract of Annual Return on the website of the Company. As to comply with the said provision the Company has placed the extract of Annual Return in Form MGT-09 on the website of the company http://www.amtek.com/mfl.php#

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company http://www.amtek.com/mfl.php#

PARTICULARS OF EMPLOYEES AND REMUNERATION

(a) The ratio of remuneration of each director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-V(A) forming part of this report.

(b) The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-V(B) forming part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to Section 134(5) (e) of the Act. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an Integral part this Annual Report. Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this Annual Report.

RISK MANAGEMENT

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2017-18, no complaints were received by the committee.

PUBLIC DEPOSITS

During the period under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 from the Shareholders/Public.

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

The detail as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings & outgo is attached as Annexure-VI to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately, under head âManagement Discussion and Analysis Reportâ forming part of this Annual Report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company http://www.amtek.com/mfl.php#. Policy on dealing related party transaction is available on the website of the Company http://www.amtek.com/mfl.php#.

VIGIL MECHANISM

The Company has formulated Whistle Blower Policy wherein Vigil Mechanism for Employees, Directors, Stakeholders of the Company are free to report any unethical or improper activity. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the SEBI (Listing Obligation & Disclosure Requirements Regulation 2015. The policy on dealing Vigil Mechanism/ Whistle Blower Policy available on website of the Company http://www.amtek.com/mfl.php#

SIGNIFICANT AND MATERIAL ORDERS

As stated hereinbefore, the Honâble National Company Law Tribunal, Mumbai (NCLT, Mumbai) vide order dated December 15, 2017 approved initiation of Corporate Insolvency Resolution Process of the Company pursuant to an application under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by State Bank of India.

Pursuant to the initiation of the above proceedings, the powers of the Board have been suspended in terms of section 17 of the said Code and the same now vest with Mr. Dinkar T. Venkatasubramanian, the Resolution Professional.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2018, 4,29,18,583 Equity Shares representing 98.55% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE425A01011.

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited and are actively traded.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, M/s S. Khurana & Associates, Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and Paid up Share Capital of the Company.

The reconciliation of Share Capital Audit Report as submitted by M/s S. Khurana & Associates, Company Secretaries, New Delhi, on quarterly basis was forwarded to the BSE Limited and National Stock Exchange of India Limited where the Equity Shares of the Company are listed.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavours to promptly respond to membersâ requests/grievances. Each and every issue raised by the members is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investorsâ grievances.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the dedication of the employees at all levels, which has been critical for the Companyâs success. The Directors look forward to their continued support in future.

For Metalyst Forgings Limited

(A Company under Corporate Insolvency Resolution Process)

Yogesh Kapur

DIN : 00014385

(Chairman & Director)

Date : 20^th August,2018

Place : New Delhi

(Metalyst Forgings Limited is under Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code 2016. Its affairs, business and assets are being managed by the Resolution Professional, Mr. Dinkar T. Venkatasubramanian, appointed as Interim Resolution Professional by the National Company Law Tribunal by order dated 15 December 2017 and continued as Resolution Professional by the Committee of Creditors in its meeting held on 12 January 2018 under provisions of the code).

Mar 31, 2016

DIRECTORS'' REPORT

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Metalyst Forgings Limited''), along with the audited financial statements, for the financial year ended March 31, 2016. together with the Auditors'' Report.

CHANGE OF FINANCIAL YEAR

In order to comply with Second Proviso of section 2 (41) of the Companies Act, 2013, the Company has closed the current financial year 2015-2016 on 31st March,2016 containing a period of six months from 01st October, 2015 to 31st March, 2016. Thereafter, every financial year shall commence on the first day of April and end on 31st March.

FINANCIAL RESULTS

As the current financial year comprises a period of six months from October 1st, 2015 to March 31st, 2016, therefore, numbers pertaining to current financial year 2015-16 are not comparable with numbers of previous financial year 2014-15. However, The Company''s financial performance, for the period ended 31^st March, 2016 and year ended 30^th September, 2015 is summarized below:

(Rs. in Lakhs)

Particulars	31^st March,2016 (Six Months Ended)	30^th September, 2015 (Year Ended)
Revenue	87,858	2,35,078
Expenditures (Excluding Depreciation)	91,315	2,21,663
Gross Profit Before Depreciation	(3,457)	13,415
Depreciation	(10,502)	18,969
Profit Before Tax & Exceptional Items	(13,959)	(5,554)
Exceptional Item	(21,690)	(2,513)
Profit Before tax	(35,649)	(8,067)
Tax Expenses	(8,628)	(2,679)
Profit /(Loss) for the year	(27,021)	(5,388)
Earning Per Equity Shares
(1) Basic before extraordinary item & exceptional item	(73.53)	(14.66)
(2) Diluted before extraordinary item & exceptional item	(73.53)	(14.66)
(3) Basic after extraordinary item & exceptional item	(73.53)	(14.66)
(4) Diluted after extraordinary item & exceptional item	(73.53)	(14.66)

Note : Figures of Financial year 2015-16 is from 1^st October, 2015 to 31^st March, 2016 FINANCIAL PERFORMANCE

During the Period under review, the revenue of the Company is Rs. 87,858 lakhs. The loss after tax stood at Rs.27,021 lakhs. The Reserve & Surplus position at Rs. 77,353 lakhs.

MATERIAL CHANGES AND COMMITMENTS

The Company was under financial stress and had difficulty in certain payments to its lenders and in view of the same a Joint Lenders Forum (hereinafter referred as "JLF") was constituted as per the binding guidelines of Reserve Bank of India ("RBI") to arrive at the Corrective Action Plan to assist the Metalyst to overcome the financial stress. These guidelines dated 26th February 2014 and as amended on 8th July 2015 and 25th February 2016 provide for restructuring and revitalization/refinance of various facilities advances by Lenders.

DIVIDEND

In view of losses incurred during the period under review, the Board of Directors does not recommend any dividend on the equity shares for the financial year ended March 31, 2016.

SHARE CAPITAL

During the period under review, there is no change in the Authorized share capital of the Company.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Arvind Dham and Mr. Vivek Kumar Agarwal retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Company has received requisite notice in writing from member proposing their re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to Regulation 36(3) of SEBI Listing Regulations, 2015 a brief resumes of the Directors proposed to be appointed or re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of this Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under SEBI Listing Regulations is provided in the Corporate Governance Section of this Annual Report.

Pursuant to provision of Section 203 of the Company Act, 2013 the Company has duly appointed Key Managerial Personnel viz. Mr. John Ernest Flintham, Managing Director, Mr. Arun Kumar Maiti , Chief Financial Officer and Ms. Swati Ahuja, There has been no changes in KMP(s) during the Period.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associate as on 31^st March, 2016.

NUMBER OF BOARD MEETING

The Board met two times during the financial year, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Boards'' Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the corporate governance report and are also available on our website (www.amtek.com).

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company''s website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same.

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

i. in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

ii. they have selected accounting policies were applied consistently and the directors 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 as at 31^st March, 2016 and of the profits for the period ended on that date.

iii. they have made 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. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of next Annual General Meeting of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

The Company has received letters from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for reappointment.

AUDITORS'' REPORT

The auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the auditor is given as an annexure which forms part of this report.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure - I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the directive of Securities and Exchange Board of India, M/s S. Khurana & Associates Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the respect to admitted, issued and paid up capital of the Company.

COST AUDITORS

The Company has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. Loans/guarantees are primarily granted for the furtherance of business of the borrowing companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - II in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-III in the prescribed Form MGT-9, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at www.amtek.com.

PARTICULARS OF EMPLOYEES AND REMUNERATION

(a) The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s report Annexure - V(a).

(b) The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forms part of the Board''s report Annexure - V(b).

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an Integral part of the Annual Report. Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this Report.

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

FIXED DEPOSITS

During the period under review, your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2003 from the Shareholders/Public.

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

The Relevant data regarding above is given in the Annexure-VI hereto and forms part of this report. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately, under head "Management Discussion and Analysis Report" & forms part of this report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company (www.amtek.com). Policy on dealing related party transaction is available on the website of the Company (www.amtek.com).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.amtek.com/investors).

ACKNOWLEDGEMENTS

Your Directors also wish to place on record their deep sense of appreciation for the dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

By Order of the Board

For Metalyst Forgings Limited

Place : New Delhi Sanjiv Bhasin

Date : 30.05.2016 DIN No. 01119788

(Chairman)

Sep 30, 2015

Dear Members

It gives me great pleasure to present, on behalf of the Board of Directors of your Company, the 38th Annual Report on the business and operations of Metalyst Forgings Limited and its Audited Statements of Accounts for the year ended 30th September, 2015, together with the Auditors' Report.

FINANCIAL RESULTS

The Company's financial performance, for the year ended on September 30, 2015 is summarized below:

(Rupees in Lacs)

PARTICULARS Year ended on Year ended on 30th September 2015 30th September 2014

Revenue 2,35,077.67 2,41,690.35

Expenditures (Excluding Depreciation) 2,21,662.88 1,99,793.32

Gross Profit Before Depreciation 13,414.79 41,897.03

Depreciation 18,969.71 13,658.34

Profit Before Tax & Exceptional Items (5,554.92) 28,238.69

Exceptional Item 2,512.53 -

Profit Before tax (8,067.45) 28,238.69

Tax Expenses(Deferred Tax) (2,679.23) 8,930.18

Profit /(Loss) for the year (5,388.22) 19,308.51

Earning Per Equity Shares

(1) Basic before extraordinary item & exceptional item (14.66) 52.54

(2) Diluted before extraordinary item & exceptional item (14.66) 52.54

(3) Basic after extraordinary item & exceptional item (14.66) 52.54

(4) Diluted after extraordinary item & exceptional item (14.66) 52.54

FINANCIAL PERFORMANCE

During the year under review, the revenue of the Company is Rs. 2,35,077.67 lacs compared to Rs. 2,41,690.35 lacs during the previous year. The loss after tax stood at Rs. 5,388.22 lacs as compared to the profit in previous year of Rs. 19,308.51 lacs. The Reserve & Surplus position at Rs. 1,04,374.27 lacs.

DIVIDEND

In view of losses incurred during the year under review, the Board of Directors do not recommend any dividend on the equity shares for the financial year ended September 30, 2015.

SHARE CAPITAL

Further, the Authorised Share Capital of the Company has increased from Rs. 40 Crores to Rs. 42 Crores by creation of 20 Lacs Preferences Shares @ Rs. 10/- each.

NAME CHANGE OF THE COMPANY

During the period under review the name of the Company changed from Ahmednagar Forgings Ltd.' to 'Metalyst Forgings Ltd.'

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. D. S. Malik and Mr. Gautam Malhotra retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Further the approval of Shareholders pursuant to Section 203 of the Companies Act, 2013 read with Schedule V thereof, is sought for the appointment of Mr. John Ernest Flintham as Managing Director of the Company on revised remuneration for a period of five years w.e.f. from 3rd November 2015.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 27th March, 2015, Ms. Bhama Krishnamurthy was appointed as Non-Executive Independent Additional Director whose term of office expires at the ensuing Annual General Meeting of the Company.

As per the provisions of Section 149 of the Act, an independent director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Ms. Bhama Krishnamurthy has given a declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, and with approval of the Nomination & Remuneration Committee, which recommends her appointment as an Independent Director for a period of five years is being placed before the Members in general meeting for their approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Brief resumes of the Directors proposed to be appointed or re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report.

SUBSIDIARY COMPANIES

The Company has no subsidiary as on 30th September, 2015.

NUMBER OF BOARD MEETING

Six (6) meetings of the Board were held during the financial year 2014-15. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2003 the Directors hereby confirm that:

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure from the same.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September, 2015 and of the profits for the year ended on that date.

3. The Directors have made proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared annual accounts on a going concern basis and

5. The Director has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

6. The Directors have been devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Boards' Report.

AUDITORS AND AUDITORS' REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of next Annual General Meeting (AGM) of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

The Company has received letters from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor's Report does not call for any qualification, reservation or adverse remarks.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended September 30, 2015 is annexed herewith marked as Annexure -I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the directive of the Securities & Exchange Board of India, M/s S. Khurana & Associates Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

COST AUDITORS

The Company has appointed Mr. Yash Pal Sardana (Membership No. 17996), Practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company for the financial year ended on March 31, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans given, guarantees given, securities provided and investments made covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans /guarantees are primarily granted for the furtherance of business of the borrowing companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company, during the financial year with Related Parties were in the ordinary course of business and on arm's length basis. Therefore, Form AOC-2 does not form part of this report.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-II in the prescribed Form MGT-9, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at www.amtek.com.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure Â IV to this Report.

The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are Nil.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance which forms part of this Annual Report.

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

FIXED DEPOSITS

As in the previous year your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2003 from the Shareholders/Public during the year under review.

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

The relevant data regarding the above is given in the Annexure-V hereto and forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately, under the head "Management Discussion and Analysis Report" and forms a part of this report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company (www.amtek.com)

Policy on dealing related party transaction is available on the website of the Company (www.amtek.com)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.amtek.com/investors).

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also recommends the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

By Order of the Board For Metalyst Forgings Limited

Sd/-

Place : New Delhi Sanjiv Bhasin

Date : 28-11-2015 DIN No. 01119788

(Chairman)

Sep 30, 2014

Dear Members,

It gives me great pleasure to present, on behalf of the Board of Directors of your Company, the 37th Annual Report on the business and operations of Ahmednagar Forgings Limited and its Audited Statements of Accounts for the year ended 30th September, 2014, together with the Auditors'' Report. Your Company has witnessed yet another year of sustained performance, success and growth in the automotive component sector where we have engaged ourselves significantly.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended September 30, 2014 is summarized below:

PARTICULARS Year ended on Fifteen Months ended 30th September 2014 on 30th June 2013

Revenue 2,41,690.35 1,76,149.81

Expenditures (Excluding Depreciation) 1,99,793.32 1,40,658.95

Gross Profit Before Depreciation 41897.03 35,490.86

Depreciation 13,658.34 9,794.87

Profit Before Tax 28,238.69 25,695.99

Exceptional Item - -

Tax Expenses 8,930.18 8,367.34

Profit after Tax 19,308.51 17,328.65

Add. Accumulated Profit 8,357.28 3,955.75

Balance available for appropriation 27,665.79 21,284.40

APPROPRIATIONS:

Transfer to General Reserve (10,802.86) (12,500.00)

Transfer to Debenture Redemption Reserve - -

Proposed Dividend on Equity Shares (367.50) (367.50)

Equity Dividend & Tax for previous year (not appropriated in previous year) (2.84) -

Corporate Dividend Tax (73.48) (59.62)

Surplus carried to Balance Sheet 16,419.11 8,357.28

FINANCIAL PERFORMANCE

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of it business model, The Company''s best in class automotive component business enabled it to deliver robust profits during the financial year under review. The revenue of the Company is Rs. 2,41,690.35 Lacs compared to Rs. 1,76,149.81 Lacs during the previous year. The Profit after tax Rs. 19,308.51 Lacs as compared to the previous year of Rs. 17,328.65 Lacs. The Company has a strong Reserve & Surplus position of Rs. 1,05,922.08 Lacs.

DIVIDEND

Your Directors have recommended a dividend of Re. 1 per equity share (last year Re. 1 per equity share) for the financial year ended September 30, 2014 amounting to Rs. 440.98 Lacs (inclusive of tax of Rs. 73.48 Lacs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 26th December, 2014 in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Company''s vision and categories focus on having right balance between Value Creation and Corporate Citizenship. The Companies Act, 2013 mandates that every Company, who meets certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. However, Corporate Social Responsibility is an integral part of Company''s management process since inception.

Therefore, during the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. B. Lugani as the Chairman, Mr. S.E. Krishnan and Mr. Vivek Kumar Agarwal as members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

SUBSIDIARIES

The Company has no Subsidiary Company.

DIRECTORS

In accordance with Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arvind Dham and Mr. Vivek Kumar Agarwal retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Company has received requisite notice in writing from member proposing his re-appointment.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 24th November, 2014 appointed the existing independent directors Mr. Bahushrut Lugani, Mr. S.E. Krishnan and Mr. Sanjiv Bhasin as an Independent Directors for the term of five consecutive years ending in 2019 w.e.f. the date of ensuing Annual General Meeting subject to the approval of shareholders.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resumes of the Directors proposed to be appointed or re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

- in the preparation of the annual accounts for the year ended September 30, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at September 30, 2014. and of the Profit of the Company on that date.

- the Directors have taken 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; and

- the Annual Accounts have been Prepared on going concern basis.

AUDITORS AND AUDITORS'' REPORT

Pursuant to provisons of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

The Company has received letters from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

The Company has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi is appointed to undertake the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in CDSL, NSDL and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on a quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2013-14.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested In obtaining such particulars may write to the Company Secretary of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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 provided in Annexure to this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of last Annual General Meeting on the Company''s website (www.amtek.com), as also on the Ministry of Corporate Affairs website.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the Workmen were highly cordial. Industrial relations generally remained cordial and satisfactory.

Human resources initiatives such as skill level up gradation, training, appropriate reward & recognition systems and productivity improvement are the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum.

Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz, National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programme and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors are highly grateful for all the help, guidance and support received from state government authorities, business associates, banks and financial institutions. Your Directors acknowledge the constructive suggestions received from Statutory Auditors are grateful for their continued support and cooperation. Your Directors thank all share-owners, business partners and members of the Company''s Family for their faith, trust and confidence reposed in Ahmednagar Forgings Limited. Your Directors wish to place on record their sincere appreciation for the unstinting efforts and dedicated contributions put in by the employees at all levels, to ensure that the Company continues to grow and excel.

By Order of the Board

For AHMEDNAGAR FORGINGS LIMITED

Sd/-

Place : New Delhi SANJIV BHASIN

Date : 24-11-2014 DIN No. 01119788

CHAIRMAN

Sep 30, 2013

TO THE MEMBERS,OF AHMEDNAGAR FORGINGS LIMITED

The Directors have pleasure in presenting the Thirty Sixth Annual Report on the performance of your Company and the Audited Accounts of the Company for the period ended 30th September, 2013.

FINANCIAL INFORMATION (Rs. in Lacs)

PARTICULARS Period Ended Year Ended 30th September 2013 30th June 2012

Sales/Income from Operations 176149.81 121843.14

Expenditures 140658.95 98577.48

Gross Profit Before Depreciation 35490.86 23265.66

Depreciation 9794.87 6129.51

Profit Before Tax 25695.99 17136.15

Provisions for Taxation 8367.34 5048.86

Profit After Tax 17328.65 12087.29

Add: Accumulated Profit 3955.75 9795.58

Balance available for appropriation 21284.40 21882.87

APPROPRIATIONS:

Transfer to General Reserve 12500.00 17500.00

Transfer to Debenture Redemption Reserve Nil Nil

Foreign Currency Convertible Bond Redemption Reserve Nil Nil

Proposed Dividend on Equity Shares 367.50 367.50

Provision for Tax & CESS on dividend 59.62 59.62

Dividend and Tax for previous year (Not appropriated in previous year) - -

Surplus carried to Balance Sheet 8357.28 3955.75

FINANCIAL PERFORMANCE

DIVIDEND

The Board of Directors has proposed/ recommended a dividend of Rs.1.00 per equity share (10 per cent) for the period ended on 30th September 2013, subject to approval by the shareholders at this Annual General Meeting. Dividend paid in the previous year was also Rs.1.00 per equity Share (10 per cent).

The final dividend is subject to the approval of shareholders at this Annual General Meeting of the Company.

DIRECTORS

During the period under review, Mr. D. S. Malik & Mr. S. E. Krishnan, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment.

During the period under review, Mr. Sanjiv Bhasin was appointed as an additional Director and his tenure expires on the date of ensuing Annual General Meeting. So it is proposed to appoint him as a Director of the Company.

Tenure of Mr. S. Rajagopalan expires on 25th October, 2013. He being eligible offers himself for re-appointment as Wholetime Director of the Company w.e.f. from 26th October, 2013 to 25th October, 2018 for period of Five Years.

The brief resume and other details of the above directors, as stipulated under Clause 49(IV) (G) of the Listing Agreement, are furnished in the Notice forming part of this Annual Report.

Appropriate resolutions seeking your approval to the aforesaid re-appointments are appearing in the Notice convening the 36th Annual General Meeting of the Company.

EXTENSION OF CURRENT FINANCIAL YEAR

The Company at its meeting held on 02 August, 2013 have decided to extend the Current Financial Year ending 30th June, 2013 by 3 (Three) months, so as to end on 30th September, 2013, this extended Financial Year 2012- 13 shall comprise of 15 (Fifteen) months i.e. from 01st July, 2012 to 30th September, 2013.

AUDITORS

M/s Manoj Mohan & Associates, Chartered Accountants, Firm Registration Number: 009195C , Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received certificate from the Statutory Auditors that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The report by the Auditors is self explanatory. Your Directors request you to re-appoint the Statutory Auditors for another term beginning from the conclusion of the ensuing Annual General Meeting till the conclusion of the subsequent Annual General Meeting.

COST AUDITORS

Mr. Yash Pal Sardana (Membership No. 17996), Practicing Cost Accountant was appointed as Cost Auditors of the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities Exchange Board of India (SEBI), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, undertakes a Share Capital Audit on quarterly basis. The purpose of the audit is to reconcile the total number of shares held in CDSL, NSDL and in physical form with the Admitted, Issued and Listed Capital of the Company.

The Share Capital Audit Reports as submitted by the Auditor, on a quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

FIXED DEPOSITS

During the period under review, the Company did not accept any fixed deposits under Section 58A and 58AA of the Companies Act, 1956.

STATUTORY INFORMATION

- Particulars of Employees under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, may be taken as Nil.

- Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are given in the Annexure and forms part of this Report.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, a Cash Flow Statement is annexed and forms part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to adhere to Corporate Governance guidelines set out by SEBI and has complied with all the mandatory provisions of Clause 49 of the Listing Agreement. A separate section on Corporate Governance together with Certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Clause 49 of Listing Agreement detailed review of the industrial growth vis-a-vis the growth of the Company and the future outlook is given under the head Management Discussion and Analysis Report, which forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to information and explanations provided to them, your Directors make the following statement, pursuant to Section 217(2AA) of the Companies Act, 1956, that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed and that no material departure have been made from the same;

2. Appropriate Accounting Policies have been selected and applied them consistently and 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 for the period ended September 30, 2013, and of the profit of the Company for the period ended on that date;

3. Proper and sufficient care has been taken 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, detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a ''going concern basis''.

INDUSTRIAL RELATIONS

During the period under review, Industrial Relations between Management and Workmen were remained cordial and satisfactory.

Human resource initiatives such as skill level upgradation, training, appropriate reward & recognition systems and productivity improvement are the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests/grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' and Investors'' Grievances Committee of the Board meets periodically and reviews the status of the redressal of Investors'' Grievances. The Shares of the Company continue to be traded in electronic form and the de-materialization arrangement exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude and appreciation for the valuable support and cooperation received from its Employees, Esteemed Customers, Business Associates, Bank, Financial Institutions, Various Statutory Authorities, Agencies of Central and State Government, Suppliers and Stakeholders.

Your Directors also wish to place on records their appreciation for the contribution made by the Company''s personnel, whose dedication and drive for excellence have helped your Company to achieve the desired performance and sustained growth during the period under review.

By order of the Board

For AHMEDNAGAR FORGINGS LIMITED

Sd/-

Place : New Delhi (SANJIV BHASIN)

Date : 13th February, 2014 CHAIRMAN

Jun 30, 2010

The Directors have pleasure in presenting the Thirty third Annual Report and the Audited Accounts of the Company for the year ended 30th June 2010.

FINANCIAL INFORMATION

(Rs. in Lacs)

PARTICULARS Year ended Year ended 30th June 2010 30th June 2009

Sales / Income from operations 66,532.91 51,755.67

Expenditures 52,788.00 43,507.53

Gross Profit 13,744.91 8,248.14

Depreciation 4,332.04 2,930.16

Profit Before Tax 9,412.87 5,317.98

Provisions for Taxation 3,004.25 1,726.24

Profit after Tax 6,408.62 3,591.74

Add. Accumulated Profit 3,304.15 4,120.96

Balance available for appropriation 9,712.77 7,712.70

APPROPRIATIONS:

Transfer to General Reserve 4,000.00 4,000.00

Proposed Dividend on Equity Shares 735.00 349.20

Provision for Tax and cess on Dividend 122.07 59.35

Dividend & tax for previous year

(Not appropriated in the previous year) 21.41 -

Surplus carried to Balance Sheet 4,834.29 3,304.15

DIVIDEND

The Directors of your Company are pleased to recommend a dividend of Rs. 21- per equity shares of Rs. 10/- each for the financial year 2009-10. The proposed dividend, if approved at the ensuing Annual General Meeting, would result in appropriation of RS. 857.07 Lacs (including Corporate Dividend Tax of Rs. 122.07 Lacs) out of the profits. The Company has made transfer of Rs. 4000 Lacs to the General Reserve.

The Register of members and share transfer books shall remain closed from 28th December 2010 to 31st December 2010 (both days inclusive), for the purpose of Annual General Meeting and payment of dividend.

FINANCIAL PERFORMANCE

During the year under review, the Company has recorded an income of Rs. 66532.91 lacs as against a total income of Rs. 51755.67 lacs in the previous year thus recording an increase in income of 28.55% over the previous year. The profit after tax Company for the year stands at Rs. 6408.62 lacs as against the corresponding year figure of Rs. 3591.74 lacs thus registering increase of 78.43% on year to year basis. The Company has a strong reserve position of Rs. 48534.40 lacs.

EXPANSION OF CAPACITY

During the year under review, the Company has expanded its steel forging capacities from 165000 tpa to 225000 tpa by increasing the capacities at the existing plants.

SHARE CAPITAL

During the year under review the Company has converted 18,30,000 warrants into equivalent number of equity shares of Rs. 10/- per share at a premium of Rs. 37/- per share aggregating to Rs. 6.45 Crores and allotted the same to the promoters of the Company, in accordance with Chap. VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations 2009.

DIRECTORS

Mr. Deshpal Singh Malik & Mr. Sitaraman Easwara Krishnan retire at the ensuing Annual General meeting and being eligible offer themselves for re-appointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the notice forming part of the Annual Report.

AUDITORS

The Auditors of the Company M/s Manoj Mohan & Associates, Chartered Accountants, Delhi hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. A Certificate from Auditors have been received to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

Notes forming part of accounts, which are specifically referred to by the auditors in their report, are self explanatory and therefore, do not call for any further comments.

SHARE CAPITAL AUDIT

As per the directive of the Securities and Exchange Board of India (SEBI) M/s Iqneet Kaur & Co., Company Secretaries, New Delhi, undertakes a Share Capital Audit on quarterly basis. The purpose of the audit is to reconcile the total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company.

The Share Capital Audit Report as submitted by the Auditor on quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the shares of the Company are listed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any public deposits under Section 58 A & 58 AA of the Companies Act, 1956.

DEMATERIALISATION OF SHARES

The Companys equity shares are available for dematerialization on both the depositories viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Companys shares mandatory, in dematerialized form. As on 30lhJune 2010 3,58,64,362 equity shares representing 97.59 % of your Companys Equity share capital have been dematerialised.

LISTING AT STOCK EXCHANGES

The shares of Company are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

The Company has paid the annual listing fee to the Stock Exchanges for the year 2010 - 2011.

STATUTORY INFORMATION

- Particulars of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 may be taken as Nil.

- Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report (Please refer Annexure- I)

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and a certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 VII of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with Stock Exchanges is presented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby stated and confirmed :-

- That in the preparation of the annual accounts for the finanical year ended 30th June 2010 the applicable accounting standards have been followed;

- That 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 or loss of the Company for the year under review;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis. INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests/grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The shareholders and investors Grievances committee of the Board meets periodically and reviews the status of the redressal of investors grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialisation arrangement exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, co-operation, support and commitment have enabled the Company to achieve its strong growth.

Your Directors acknowledge with thanks the continued support and valuable co-operation extended by the business constituents, investors, vendors, bankers and shareholders of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies for their continued support and assistance.

By order of the Board For Ahmednagar Forgings Limited

Sd/- Place : New Delhi (Arvind Dham)

Date : 24th November, 2010 Chairman

Jun 30, 2009

The Directors have pleasure in presenting the Thirty Second Annual Report and the Audited Accounts of the Company for the year ended 30th June 2009.

FINANCIAL INFORMATION

(Rs. in Lacs)

PARTICULARS Year ended Year ended 30th June 2009 30th June 2008

Sales/ Income from operations 51,755.67 66105.85

Expenditures 43,507.53 54931.11

Gross Profit 8248.14 11,174.74

Deprecation 2930.16 1970.20

Profit Before Tax 5317.98 9204.54

Provisions for Taxation 1726.24 2686.88

Profit after Tax 3591.74 6517.66

Add. Accumulated Profit 4120.96 2011.85

Balance available for appropriation 7712.70 8529.51

APPROPRIATIONS:

Transfer to General Reserve 4000.00 4000.00

Proposed Dividend on Equity 349.20 349.20

Provision for Dividend Tax 59.35 59.35

Surplus carried to Balance Sheet 3304.15 4120.96

DIVIDEND

The Directors of your Company are pleased to recommend a dividend @10 % for the year 2008-09 i.e. Rs. 1.00 per equity shares on fully paid up equity shares of Rs. 10/- each. The proposed dividend, if approved at the ensuing Annual General Meeting, would result in appropriation of Rs. 408.55 Lacs (including Corporate Dividend Tax of Rs. 59.35 Lacs) out of the profits. The Company has made transfer of Rs. 4000 Lacs to the General Reserve.

The Register of members and share transfer books shall remain closed from 28th December 2009 to 31st December 2009 (both days inclusive), for the purpose of Annual General Meeting and payment of dividend.

FINANCIAL PERFORMANCE

During the year under review, the Company has recorded an income of Rs. 51,755.67 lacs as against Rs. 66,105.85 lacs in the previous year thus recording a decrease of 21.71% over the previous year. The profit after tax of the Company for the year stands at Rs. 3591.74 lacs as against the previous year figure of Rs. 6517.66 lacs. The Company has a strong reserve position of Rs. 43,143.98 lacs.

SHARE CAPITAL

Subsequent to the year under review, the Company issued and allotted 18,30,000 warrants convertible into equivalent number of equity shares of Rs.10/- per share at a premium of Rs.37/- per share aggregating to Rs. 8.60 Crores to the promoter of the Company on preferential basis.

Further, to the end of the financial year, the Company has converted the above mentioned 18,30,000 warrants into equivalent number of equity shares of Rs. 10- per share at a premium of Rs. 37/- per share aggregating to Rs. 8.60 Crores and allotted the same to the promoter of the Company.

DIRECTORS

Mr. Gautam Malhotra, & Mr. B.Lugani retire at the ensuing Annual General meeting and being eligible offer themselves for re-appointment.

Brief resume of the Directors proposed to be appointed/reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in notice forming part of the Annual Report.

AUDITORS

The Auditors of the Company M/s Manoj Mohan & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Certificate from Auditors have been received to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

Notes forming part of accounts, which are specifically referred to by the auditors in their report, are self explanatory and therefore, do not call for any further comments.

FIXED DEPOSITS

During the year under review, the Company did not accept deposits under section 58-A of the Companies Act, 1956.

DE-MATERIALISATION OF SHARES

The Companys equity shares are available for de Ã materialization on both the depositories viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Companys shares mandatory, in de Ã materialized form. As on 30th June 2009 3,40,10,674 Equity Shares representing 97.39 % of your Companys Equity share capital has been de-materialised.

LISTING AT STOCK EXCHANGE

The shares of Company are listed on The Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

The Company has paid the annual listing fee to the Stock Exchanges for the year 2009 - 2010.

STATUTORY INFORMATION

- Particular of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 may be taken as Nil.

- Statutory details of Energy Conservation and Technology Absorption, R & D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report (Please refer Annexure- I)

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in clause 49 VI of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the Listing Agreement with Stock Exchange is presented in separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby stated and confirmed :- - That in the preparation of the annual accounts, the applicable accounting standards have been followed;

- That 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 or loss of the Company for the year under review;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests/grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The shareholders and investors Grievances committee of the Board meet periodically and review the status of the redressal of investors grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialisation arrangement exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, co-operation, support and commitment have enabled the Company to achieve its strong growth.

Your Directors acknowledge with thanks the continued support and valuable co-operation extended by the business constituents, investors, vendors, bankers and shareholders of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies for their continued support and assistance.

By order of the Board For Ahmednagar Forgings Limited Sd/- Place : New Delhi (Arvind Dham) Date : 02nd December, 2009 Chairman

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