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Metalyst Forgings Ltd			Industry : Castings & Forgings


BSE Code:	513335	NSE Symbol:	METALFORGE	P/E(TTM):	0

ISIN Demat:	INE425A01011	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	-869.5421814	Market Cap ( Cr.):	17.86	Face Value(Rs):	10

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Dear Shareowners,

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the NCLT vide its order dated September27,2019, rejected the approval of the resolution plan and allowed the same to be withdrawn by the successful resolution applicant, pursuant to an application filed by the successful resolution applicant in this regard.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 AS") 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)
AAVPU6546Q***	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.

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

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 ("NCLT"), 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 "RP") by the Committee of Creditors (hereinafter referred to as the "CoC") 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:

Audit Committee

Nomination and Remuneration Committee

Stakeholders

Relationship

Committee

Sexual

Harassment

Committee

Risk

Management

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:

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

• 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 "Annexure - I" 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 "The 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:

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

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

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

• 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 ("Policy") 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 ("ICSI") 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:

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

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

• 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.

CAUTIONARY STATEMENT

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.

By Order of the Resolution Professional

For Metalyst Forgings Limited

(A Company under Corporate Insolvency Resolution Process)

Mr. Dinkar T.Venkatasubramanian	Divya Srivastava
(Resolution Professional)	(Company Secretary)