REPORT DIRECTORS REPORT Dear Shareholders, Your Directors have the pleasure in presenting the 30th Annual Report on the business and operations of the Company and the Financial Statements for the Financial Year ended 31st March , 2015. OUTLOOK The Economy has shown signs of improvement and there is an anticipation of growth in infrastructure development, allocation of telecom spectrum, deregulation of diesel prices and various initiatives by government for driving the economic growth. The support from external economic factors like sharp plunge in crude oil prices thereby reducing the oil import bill has got the national deficit current account in check. Falling oil prices, lower food and commodity prices has lowered the inflation in 2014-15. The economic activity is expected to increase in the year 2015-16 as the trend of lower economic growth appears to have bottomed out. The present Government's initiatives to boost development and reforms are expected to drive the medium term and long term growths. For the year 2015, the economy is expected to grow at a higher rate than in 2014. STATE OF COMPANY S AFFAIRS AND OPERATIONS Fiscal 2014-15 has been yet another landmark year with robust performance for your Company as it continues to enhance its performance with resultant higher turnover and improved profitability. The Company has made marked progress in financial as well as operational performance in Financial Year 2014-15. While your Company continues on the path of pursuing growth, it is essential to build a robust organisation capable of facing any challenges it may have to face. During the year 2014-15, the total revenue increased to Rs. 88,782 Lac from Rs. 81,829 Lac in 2013-14, registering a growth of 8.5%. Profit before tax stood at Rs. 6,424 Lac and Profit after tax stood at Rs. 5,153 Lac in the year 2014-15 as compared to Rs. 2,941 Lac and Rs. 2,298 Lac respectively in the year 2013-14 resulting in a growth of 118% and 124% respectively. The Wind Mill division of the Company has achieved sales of Rs. 189 Lac as against Rs. 196 Lac in the previous year. Further information on the Business overview, outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report. There was no change in the nature of business of the Company during the year 2014-15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT The Board of Directors at its meeting held on 26th May, 2015 has approved the Scheme of Amalgamation of Anjaney Alloys Limited, a wholly owned subsidiary of the Company (engaged in manufacturing of Ferro Alloys) with the Company in view of the commonality of business interests and the synergetic linkages and also to derive the advantages of horizontal integration of operations of both the Companies. The Amalgamation will enable consolidation of the activities of both the Companies, with pooling of resources and efficient utilization thereof, greater economies of scale, reduction in expenses and improvement in various operating parameters. The Board of Directors at its meeting held on 26th May, 2015 has also considered and approved issue of bonus shares in the proportion of one equity share for every one equity share of the Company held by the members of the Company as on a record date to be determined by the Board of Directors. The bonus issue of equity shares is subject to approval of the shareholders through postal ballot and any other applicable statutory and regulatory approvals. SHARE CAPITAL The paid up Equity Share Capital of the Company as on 31st March, 2015 was Rs. 14,55,57,750/-. During the year under review, the Company has not granted any employees stock options. The Company has neither issued any shares with differential voting rights nor sweat equity shares. As on 31st March, 2015, none of the Directors of the Company hold any convertible instrument of the Company. The Board of Directors at its meeting held on 26th May, 2015, increased the Company's Authorized Share Capital from Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lac) Equity Shares of Rs. 10/- each to Rs. 30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- each by creation of further 1,50,00,000 (One Crore Fifty Lac) Equity Shares of Rs. 10/- each. The increase in Authorized Share Capital is subject to necessary approval of shareholders of the Company. The Board of Directors, at the said meeting also announced the issue of bonus equity shares, subject to the approval of the shareholders, in the proportion of one Equity Share of the Company of Rs. 10/- each (to be credited as fully paid) for every one Equity share of the Company held by the members of the Company on the record date to be determined by the Board of Directors. This will result in issue of additional 1,45,55,775 equity shares of Rs. 10/-each and consequently the paid-up equity share capital of the Company will stand increased to Rs. 29,11,15,500/-consisting of 2,91,11,550 equity shares of Rs.10/- each upon allotment of Bonus shares (excluding forfeiture amount of Rs. 31,475/-). The shareholders' approval will be accorded for increase in Authorized Share Capital and Issue of Bonus Shares by passing of resolutions through Postal Ballot pursuant to the provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. DIVIDEND Based on the Company's performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2/- per equity share of Rs. 10/- each (i.e. @ 20%) for the financial year 2014-15 to be paid on post bonus total equity shares of the Company. The dividend on the equity shares, if approved by the shareholders, may involve an outflow of Rs. 582.23 Lac towards dividend and Rs. 118.52 Lac towards dividend tax, resulting in a total outflow of Rs. 700.75 Lac. RESERVES The Board proposes to carry Rs. 650 Lac to General Reserve during the year ended 31st March, 2015. DIRECTORS Retirement by Rotation In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Sri B K Agarwalla (DIN: 00129140) and Sri S C Agarwalla (DIN: 00088384) retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has passed necessary resolutions vide Postal Ballot, result of which was declared on 8th January, 2015 amending the terms and conditions of appointment of Sri B K Agarwalla (DIN: 00129140), Chairman and Whole-time Director of the Company, Sri S C Agarwalla (DIN: 00088384), Managing Director and Chief Executive Officer (CEO) of the Company and Sri Subodh Agarwalla (DIN: 00339855), Whole-time Director and Chief Operating Officer (COO) of the Company to the effect that their office shall be subject to retirement by rotation. Additional Director The Board of Directors has appointed Smt Kalpana Biswas Kundu (DIN - 07006341), as an Additional Director (Category - Professional Non-Executive Director) of the Company with effect from 8th November, 2014, in terms of Section 161 of the Companies Act, 2013. Appointment of Smt Kalpana Biswas Kundu also meets the criteria of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with respect to woman director. Smt Kalpana Biswas Kundu was formerly associated with State Bank of India and holds a B.A (Hons) in Economics & M.A. (Economics) degrees from Calcutta University. She jointed State Bank of India as Probationary Officer in the year 1979 and has worked in almost all core areas of banking sector including Bank Audit, Loan department, Credit Analysis, Sanction department, High Value Credit, etc. during her career spanning over three decades. As an Additional Director she holds office upto the date of the ensuing Annual General Meeting. The Board recommends her appointment as a Director of the Company, liable to retire by rotation. Your Company has received an intimation from Smt Kalpana Biswas Kundu that she is not disqualified to be appointed as a Director under Section 164(2) of the Companies Act, 2013. Further, your Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 proposing the candidature of Smt Kalpana Biswas Kundu for the office of Director. Further details about the directors to be appointed /re-appointed are given in the Notice convening the ensuing Annual General Meeting. Independent Directors The Board of Directors at its meeting held on 27th May, 2014 has appointed Sri Raj Kumar Agarwal (DIN: 00128944), Sri Shrigopal Jhunjhunwala (DIN: 00081429), Sri Nand Kishore Agarwal (DIN: 00378444), Sri Biswajit Choudhuri (DIN: 00149018) and Sri Vikash Kumar Jewrajka (DIN: 01495403) as Independent Directors pursuant to the provisions of Section 149 of the Companies Act, 2013 for a period of 5 years with effect from 29th Annual General Meeting of the Company. Subsequently the shareholders at the 29th Annual General Meeting held on 22nd September, 2014 accorded their consent to the appointment of said Independent Directors for a period of 5 years i.e. upto 21st September, 2019. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. KEY MANAGERIAL PERSONNEL Sri S C Agarwalla was appointed as the Managing Director & Chief Executive Officer (CEO) of the Company since 1st April, 2011, with the approval of the shareholders in accordance with the erstwhile provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement. He continues to be the Managing Director & CEO of the Company. Sri Aditya Agarwalla was designated as the Chief Financial Officer (CFO) of the Company since 21st June, 2010, in accordance with Clause 49 of the Listing Agreement. The Board of Directors has re-appointed him as the CFO of the Company pursuant to the applicable provisions of Section 203 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year 2014-15. Sri Rajesh K Shah continues to hold office of Company Secretary (CS) as appointed pursuant to the erstwhile provisions of the Companies Act, 1956. None of the Directors and Key Managerial Personnel has resigned during the year 2014-15. EVALUATION The performance evaluation of Non-Independent Directors and the Board/Committee as a whole has been carried out by the Independent Directors at their separate meeting held during the year 2014-15. The Board of Directors has also carried out the annual performance evaluation of each independent and non-independent director, its committees and its own performance based on the criteria laid down by the Nomination and Remuneration Committee. The performance evaluation criteria have been provided in the Report on Corporate Governance, which forms part of this Directors' Report. NUMBER OF MEETINGS OF BOARD OF DIRECTORS During the financial year 2014-15, four meetings of the Board of Directors were convened, held and concluded. The details of Board Meetings are given in the Report on Corporate Governance forming part of this Directors' Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. COMMITTEE OF THE BOARD OF DIRECTORS The details including composition, terms of reference, etc. of following committees of the Board of Directors of the Company are given in the Report on Corporate Governance forming part of this Directors' Report. 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stakeholders Relationship Committee, 4. Risk Management Committee, and 5. Corporate Social Responsibility Committee. REMUNERATION POLICY The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is given in the Report on Corporate Governance forming part of this Directors' Report. The Board of Directors has established a Vigil Mechanism Policy of the Company as recommended by Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 read with rules framed thereunder and Clause 49(II) of the Listing Agreement. The Vigil Mechanism empowers directors and employees to report their genuine concerns relating to the Company and provides for adequate safeguards against victimization who use such mechanism and also provides for direct access to the chairperson of the Audit Committee in exceptional cases. The Audit Committee has been empowered to review the functioning of the Vigil Mechanism. The details of the Policy is available at the Company's website:www. maithanalloys.com. RISK MANAGEMENT Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. A statement on Risk Management and the key business risks identified by the Company and its mitigation plans are also provided at page no 20 of this Annual Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) During the year the Company has constituted a Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The Board of Directors on the recommendation of CSR Committee has approved the CSR Policy for the Company. As part of its initiatives under CSR, the Company proposes to undertake projects mainly in the areas of Education, Livelihood, Rural Development, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013. The CSR Policy is available at the Company's website:www. maithanalloys.com. The details including composition, terms of reference, etc. of CSR committee of the Board of Directors of the Company are given in the Report on Corporate Governance forming part of this Directors' Report and hence not repeated here for the sake of brevity. The Annual Report on CSR Activities including contents of CSR policy in prescribed form is annexed herewith as Annexure-'A'. DEPOSITS Your Company did not accept any deposit from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 during the year 2014-15 and as such, no amount of principal, interest, unpaid or unclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet date. CREDIT RATING Your Company's rating continues to be "CARE A+" for its long-term bank facilities. Short-term bank facilities continues to enjoy "CARE A1" rating indicating strong capacity for timely payment of short-term debt obligations and carry the lowest possible credit risk. FINANCIAL REVIEW For detailed financial review kindly refer to the Management Discussion and Analysis Report which forms part of this Directors' Report. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The internal control systems of the Company are brought under regular review and evaluations in consultation with the internal auditors. The Company's internal control systems are commensurate with the Company's size and nature of business of the Company, enabling it to safeguard assets, prevent and detect frauds as well as other irregularities. The Internal Audit is conducted periodically across all locations by firms of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls. The Management is responsible for the Company's internal financial control over financial reporting and the financial reporting process. The Audit Committee reviews the internal financial control over financial reporting to ensure that the accounts of the Company are properly maintained in accordance with the prevailing laws and regulations. SUBSIDIARY COMPANIES There are three subsidiaries of the Company namely Anjaney Alloys Limited, Anjaney Minerals Limited and AXL-Exploration Pvt. Ltd. None of the company has become or ceased to be the Company's subsidiary during the year 2014-15. The Board of Directors has adopted "POLICY ON 'MATERIAL' SUBSIDIARY". The said policy is available on the website of the Company and link for same is <http://> maithanalloys.com/uploadFiles/content_files/POLICY%20 ON%20MATERIAL%20SUBSIDIARY.pdf PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT SUBSIDIARY COMPANIES In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and the audited accounts of each of its subsidiaries are available on Company's website www. maithanalloys.com. The annual accounts of the subsidiary companies are available for inspection by any shareholder at the registered office of the Company on any working day during business hours. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company on receipt of a written request from such shareholders. ASSOCIATES AND JOINT VENTURE COMPANIES The Company do not have any Associate or Joint Venture Companies. None of the company has become or ceased to be Company's Joint Ventures or Associates during the year 2014-15. A Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures of the Company is given in Annexure-'B'. CASH FLOW STATEMENT The Cash Flow Statement for the year 2014-15, in terms of Clause 32 of the Listing Agreement with the Stock Exchanges has been given along with the Balance Sheet and Statement of Profit and Loss of the Company forming part of Annual Financial Statement. CONSOLIDATED FINANCIAL STATEMENTS The Company has prepared a consolidated financial statement of the Company and all of its subsidiaries pursuant to the provisions of Section 129 of the Companies Act, 2013 read with Accounting Standard 21 i.e. Consolidated Financial Statements as notified under Rule 7 of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statement of the Company along with its subsidiaries for the year ended 31st March, 2015 forms part of this Annual Report. AUDITOR'S REPORT The Auditor's Report read along with notes on accounts is self-explanatory and therefore, do not call for any further comment. The Auditor's Report does not contain any qualification. STATUTORY AUDITORS M/s. D. K. Chhajer & Co., Chartered Accountants (Firm Registration no. 304138E), were appointed as the Statutory Auditors of your Company in the 29th Annual General Meeting to hold office till the conclusion of the 32nd Annual General Meeting of the Company subject to the ratification of their appointment by the members at every subsequent Annual General Meeting till the conclusion of their tenure. The Company has received a certificate from the said auditors to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and their appointment continue to be within the prescribed limits as required under the Companies Act, 2013. Your Directors recommend for the ratification of their appointment and to fix their remuneration at the ensuing Annual General Meeting. The Central Government has approved the appointment of M/s. S K Sahu & Associates, Cost Accountants (Registration No. 100807) as the Cost Auditor of the Company for the financial year ended 31st March, 2015 for auditing the cost records relating to the Company's products i.e. electricity (generated through the wind mill), ferro alloys and slag. The Cost Audit Report for the year 2013-14 was required to be filed electronically in XBRL mode with the Ministry of Corporate Affairs, Government of India, within 180 days from the end of financial year, i.e. 27th September, 2014. The Cost Audit Report of the Company for the year 2013-14 was filed by the Cost Auditor, electronically in XBRL mode on 27th September, 2014 i.e. within the time limit prescribed under the law. The Board of Directors has reappointed M/s. S K Sahu & Associates, Cost Accountants (Registration No. 100807) as the Cost Auditor for auditing the cost records of the Company for the financial year 2015-16. Their remuneration is subject to the approval of shareholders at the ensuing Annual General Meeting. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s J. Patnaik & Associates, a firm of Company Secretaries in Practice (Certificate of Practice no. 3102) to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as Annexure-'C'. The Secretarial Audit Report does not contain any qualification and therefore, do not call for any further comment. EXTRACT OF THE ANNUAL RETURN The extract of Annual Return of the Company as on the financial year ended 31st March, 2015 in prescribed Form MGT-9 is annexed herewith as Annexure-'D'. MANAGERIAL REMUNERATION In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures and other details are as follows: (a) (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company For the financial year; and (ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year The Non-Executive Directors including Independent Directors of the Company are entitled to sitting fee only within the statutory limits provided under the Companies Act, 2013. The details of remuneration of each Non-Executive Director has been provided in the Report on Corporate Governance . The ratio of remuneration and percentage increase in remuneration of NonExecutive Directors are not comparable and therefore not considered for the above purpose. (b) the percentage increase in the median remuneration of employees in the financial year - The median remuneration of the employees in the financial year 2014-15 was increased by 10.09%. (c) the number of permanent employees on the rolls of company - There were 367 employees as on 31st March, 2015 on the pay roll of the Company. (d) the explanation on the relationship between average increase in remuneration and company performance - The average increase in the remuneration of the employees during the year 2014-15 was 13.68%. The increase in remuneration of employees depends on various factors like industry standards, cost of living and individual performance of the employee. The revenue of the Company increased by 8.50% i.e. from Rs. 81,829 Lac in the year 2013-14 to Rs. 88,782 Lac in the year 2014-15 and the Profit after tax increased by 124.24% i.e. from Rs. 2,298 Lac in the year 2013-14 to Rs. 5,153 Lac in the year 2014-15. (e) comparison of the remuneration of the Key Managerial Personnel against the performance of the company- The increase in remuneration of Sri S C Agarwalla, MD and CEO was 139.51%, Sri Aditya Agarwalla, Chief Financial Officer was 206.67% and Sri Rajesh K Shah, Company Secretary was 5.66%; whereas in 2014-15 the revenue increased to Rs. 88,782 Lac from Rs. 81,829 Lac in 2013-14 registering a growth of 8.5%. Profit before tax stood at Rs. 6,424 Lac and Profit after tax stood at Rs. 5,153 Lac in the year 2014-15 as compared to Rs. 2,940 Lac and Rs. 2,298 Lac respectively in the year 2013-14 resulting in a growth of 118.50% and 124.24% respectively. (f) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer- The quoted price of shares of Maithan Alloys Limited as on 31st March, 2014 was Rs. 64.45 at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and as on 31st March, 2015 was Rs. 201.90 at BSE and Rs. 201.70 at NSE. The Market capitalisation of the Company as on 31st March, 2014 was Rs. 93.82 Crore and as on 31st March, 2015 was Rs. 293.73 Crore and the variation is Rs. 199.91 Crore. There was no trading in the shares of the Company at The Calcutta Stock Exchange Limited (CSE) during the year 2014-15. The Earning Per Share (EPS) of the Company as on 31st March, 2014 was Rs. 15.79 and as on 31st March, 2015 was Rs. 35.40. The price earnings ratio as at the closing date of the previous financial year 2013-14 and current financial year 2014-15 was [64.45/15.79] = 4.08 and [201.90/35.40]=5.70 . The variation is of 1.62. The percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer is not applicable since the Company came out with its first public offer at par in the year 1997-1998. (g) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration- The average percentage increase in the salaries of (i) The key parameters for any variable component of remuneration availed by the directors- The variable components are being paid to the Executive Directors. The Non-Executive Directors including independent directors are not entitled to any remuneration other than sitting fees. The key parameters for the variable component of remuneration availed by the Executive Directors are considered by the Nomination and Remuneration Committee based on the overall performance of the Company and the overall limit of remuneration set by the members at the time of their appointment. (j) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- Not applicable. (k) affirmation that the remuneration is as per the remuneration policy of the company-It is hereby affirmed that the remuneration paid during the year 2014-15 is as per the Remuneration Policy of the Company. PARTICULARS OF EMPLOYEES In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of every employee of the Company, who are in receipt of remuneration of sixty lakh rupees or more during the year or five lakh rupees or more per month; or in excess of the remuneration that is drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, two percent or more of the equity shares of the Company is as under: DEIAILS OF SIGNIFICANI AND MAIERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE None PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 (i) Details of Loans: The Company has granted advances to its subsidiaries. Please refer to Notes 18 & 36 to the Standalone Financial Statement. (ii) Details of Investments: Please refer to Note 12 & 14 to the Standalone Financial Statement. (iii) Details of Guarantees: Please refer to Note 32.01 (d) to the Standalone Financial Statement. (iv) Details of Securities Provided: The Company has not provided any security during the year 2014-15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Your Company always strives to enter into transactions with its related parties in the course of business at arm's length basis and the management believes that related party transactions are on arm's length basis as explained under Section 188 of the Companies Act, 2013. The particulars of contract or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto in prescribed Form AOC-2 is annexed herewith as Annexure-'E'. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and link for same is <http://maithanalloys.com/index.php?id=38&pid=34>. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith as Annexure-'F'. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 The Company has not received any complaint, nor any complaint is pending at the beginning or end of the financial year 2014-15. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance and a certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated, forms part of this Directors' Report as Annexure-'G'. DISCUSSION AND ANALYSIS Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report at page no. 16 to 20 and forms part of this Directors Report. DIRECTORS' RESPONSIBILITY STATEMENT In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: For and on behalf of the Board of Directors (i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the directors had prepared the annual accounts on a going concern basis; (v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. ACKNOWLEDGEMENT Your Directors take this opportunity to thank all shareholders, bankers, suppliers, regulatory and other government authorities for their assistance, co-operation and confidence reposed in your Company. Your Directors also extend their deep sense of appreciation to the employees of the Company. K Agarwalla (Chairman & Whole- time Director) (DIN:00129140) S C Agarwalla (Managing Director & CEO) (DIN:00088384) Place: Kalyaneshwari Date: 26th May, 2015 |