Dear Members,

         On behalf of the Board of Directors, I have immense pleasure in presenting the 42

Annual Report on the performance and achievements of your company for the year ended 31March, 2016 together with Audited Statement of Accounts, Auditors? Report and Financial highlights.

 

v  

ever achieved Sales Turnover of Rs. 761.70 Cr. surpassing the previous year sales of Rs. 655.70 Cr.

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of Rs. 723.73 Cr. which is 12% higher than the previous year.

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of Rs. 62.35 Lakh which is 19% higher than the previous year.

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?            With M/s. SAIL to jointly develop CRGO steel for transformer applications.

?            With Ordnance Factory Board (OFB) in order to scout for technology partner for design, development and integration of Armour solutions for various protection levels for FICV project under "Make in India".

?            With NTPC to develop Special steels, Super Alloys, Investment cast products & application engineering in their thermal power plants.

v  

?            Country's first Hafnium Metal was made at MIDHANI using state of art technology furnace (Electron Beam Melting) for applications in Space Sector.

?            Heat treatment of steering gears for a strategic Naval Programme was successfully completed at MIDHANI for the first time in India.

3.1        The Company has earned Profit before Tax of Rs. 159.93 Cr. during the year 2015-16 as compared Rs. 138.51 Cr. in the previous year. The Profit after Tax for the year stands at Rs. 118.03.Cr. as against Rs. 102.13 Cr. in the previous year.

3.2        Your Company has achieved all the financial and operational targets set out for the year 2015-16. The high lights are as under:

PARTICULARS	2015-16	2014-15
Sales (Less returns)	76170	65570
Other Income	2754	2269
Value of Production (Excluding ED)	67879	64004
Depreciation	1353	979
Interest	243	660
Profit (before tax)	15993	13851
Profit (after tax)	11803	10213
Ratios (Percentages)
Profit Before Tax to Capital employed	23.00	23.25
Profit Before Tax to Sales	21.00	21.12
Profit After Tax to Net Worth	20.47	20.38
Profit After Tax to Paid-up Capital	63.00	54.51
(Net) Sales to Capital Employed	109.57	110.07
Sales to Gross Block	181.97	169.56
Per Capita Sales ( Rs. Lakh)	99.18	78.43

4.1        The Directors are pleased to recommend a Final Dividend @ 30% on the PAT amounting to Rs. 35.41 Cr. Further an amount of Rs. 7.21 Cr. will be paid as Dividend Tax including surcharge. The rate of Dividend works out to Rs. 189.01/- per Equity Share of Rs. 1000/- on 18,73,400 Equity Shares.

4.2        The Directors are happy to inform that a sum of Rs. 73Cr. have been transferred to General Reserves of the Company after Provision for payment of Dividend as above, thereby accumulating the Reserve and Surplus to the tune of Rs. 389.22 Cr.

5.1        For the year 2015-16 MIDHANI?s performance is expected to be ranked as

under various Performance Parameters of MoU signed with the Department of Defence Production.

5.2        For the Year 2016-17, MIDHANI signed a MoU with Government of India to achieve an Annual Sales Target of Rs. 710 Cr. with operating profit of Rs. 120 Cr under excellent criteria. The lower projections are on account of the proposed revamping of VAR-I and 1500T Forge Press.

5.3        For the year 2014-15, MIDHANI secured a score of 1.01 to be ranked "EXCELLENT" which is the best ever score secured by MIDHANI in MoU performance and the best amongst its sector.

6.1      In 2015-16, MIDHANI developed its strategy, processes to strengthen organization?s ability to capture future business opportunities found in long-term scenario analysis.

6.2      Ongoing Projects that have been commissioned and are in progress are-

?        

  Electric Arc Furnace (EAF) along with Ladle Refining Furnace (LRF) and Vacuum Degassing (VD) /Vacuum Oxygen Decarburising (VOD) facility is established for higher productivity, increased yield and reduced lead time. Hot trials and integrated commissioning of the facility have been successfully completed in March 2016. 20T EAF-LF-VOD is presently utilized for regular production of different steel grades including Stainless Steel.

?        

This would be the biggest capacity balancer in the downstream area to consume the increased melting capacity. Complete facility to be established includes equipment like Re-heating Furnace for slabs, Descaling unit, 4-Hi mill stack, Roller Tables, Dividing Shear, Leveler, Cooling Bed, Heat Treatment Furnace with Pressure Quench Leveler and all necessary electrics , automation & auxiliary systems and necessary building & structures. It has been decided to take up the project in two phases under ?Make in India? program. Phase 1 is planned with equipment like Re-heating Furnace for slabs, Descaling Unit, 4-Hi mill stack and Roller Tables with related electrics-automation-auxiliaries. Phase 2 is to take care of balance equipment. Expression of Interest (EOI) for Phase 1 facility have been released and in final stage. EOI for phase 2 have been released and under process. Establishment would create in-house capability to develop and manufacture heavy plate requirements of various special alloys for strategic requirements of Ordnance, Naval, Missile, Aerospace, Atomic energy, etc. and would serve as a National facility for development of wide plates that would meet present and future requirements. This would also facilitate import substitution of the above products.

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This is an indigenously designed secondary refining furnace. This facility has balanced with primary melting 20T EAF and caters to the present and future requirements of heavy Gun Barrels for Indian ordnance. Installation and hot commissioning of the equipment have been completed. The equipment was commissioned on the 1day of December 2015. This facility has enabled MIDHANI to enter in to business of cast, forged & heat treated products for different steel grades weighing single piece up to 20T. 

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The 300 KW and 150KW Electron beam Melting Furnaces were stabilized for Production on the 01.08.2016

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: This is an indigenously designed furnace and will cater to production of Titanium ingots & clean steels for Defence, Space & Atomic Energy. This facility can also be dedicated exclusively for aerospace quality titanium products. Installation of equipment has been completed. Commissioning of the equipment was completed on the 26day of March 2016.

?        

This is leveraging of our experience in bringing to life of a discarded press. The press can produce seamless tubes of cupro-nickel, titanium alloys and stainless steel wire rods.  Installation & cold trials have been completed. Commissioning is likely to be completed during the next financial year.

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A MoU with NAL is signed for development of aero quality carbon fibers. It is proposed to set up production level plant with involvement of key stakeholders.

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: The facility will consider production of tungsten powder from APT using equipment like Screw Feeders, Rotary Calciner, Belt Conveyer, Bucket Elivators, Ball Mill, Autoclave, Crystallizer, extraction unit, etc. Facility will be established in the existing plant area in next financial year.

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: The grid connected solar power plant is planned to be installed in the available vacant space nearby main plant in next financial year. Feasibility Report (FR) in this context has been prepared by Solar Energy Corporation of India (SECI).

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: The 60T re-heating furnace will be installed near the 6000T forge press to reduce the heat loss of jobs during handling and in turn increase the efficiency of the forge press. A 20 T heat treatment furnace is planned adjacent to Ring Rolling mill to increase production of rings. Both the furnaces will be installed in next financial year.

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Considering the requirement for production of special electrodes for naval application & other strategic sector, a new welding electrode extrusion facility will be installed & commissioned in next financial year along with degreasing machine, baking oven, vacuum packing machine and extension of the structural shed to accommodate the facility.

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The 1500 T press is about 30 years old and its main ram & many components needs replacement. After having the new 6000T press it is planned to take shutdown for revamping of the press in next financial year. The 10T VAR used for production of titanium & other special refined steel also needs total revamping for reliability in operation. Hence, both are scheduled for revamping in the year 2016-17, this may contsrain our production growth during the year 2016-17.

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in near future are plannedsuch as Aluminium Alloys, Armour Products, New Investment Cast Products and Titanium Cast products.

7.1       With a view to discharge its long term goals and to fulfill its Corporate Mission, your company continued its efforts to reach a targeted capacity level of about 8000 MT/year, for existing product mix., Rs 1000 Cr. turn over & Rs. 100 Cr. Capital Expenditure in next year.

7.2       Further, your company is also looking forward to enter into the field of manufacturing aero quality Carbon Fiber, Aluminum alloys, Tungsten Powder, etc. and also has a Joint program for development of materials required for submarines for navy.

 

8.1       The value added per employee rose to Rs.62.35 Lakhs when compared to Rs. 52.20 Lakhs in the previous year.

9.1

Excellentperformance in the matter of recycling of reclaimed material from production process.

9.2         During the year, various measures viz., process improvements, reduction in production cycle times, reduction in equipment down times have been undertaken to increase capacity utilization.

10.1       MIDHANI's R&D has been involved in the area of new grades & products development for its existing customers, Process development and modification and Yield improvement. A great deal of work has been carried out in the above mentioned areas.

10.2       Highest ever expenditure Rs. 24.21Cr. was incurred towards R&D for Financial Year 2015-16. Some of the R&D initiatives for Defence, space, power, nuclear, aeronautical and other core sectors are mentioned below:

v  Austenitic Stainless steel (MDN 347 MN) for Nuclear application

v  Superco 783 for high temperature fastener applications in Power plants

v  Titanium alloy (Ti-24) for marine applications

v  Superfer 612, Superni 42 for light water reactors used in Naval applications

v  38XH3MoA forgings, AB2L castings, 08GDFNL castings for steering gear applications

v  120 mm brand mortar barrel (En23), LFG Breech ring & Breech block (C 55) for Ordnance Factories.

v  Superni 740H for Advanced Ultra Super Critical power plants.

v  316Ti castings for valve bodies with Russian consultancy

v  Martensitic stainless steel 420 M for bearing applications

v  High strength high toughness precipitation hardening stainless steel (MDN465)

v  Supercast 55 for nuclear applications

v  Supercast 100 discs for isothermal forging dies

: During the year under report two applications for patent was filed by MIDHANI as under:

?  Corrosion resistant austenitic steel for high temperature applications and its production method

?  Modified heat treatment practice for enhanced strength and toughness in a martensitic stainless steel.

:

?  Successfully installed & commissioned the indigenously fabricated 20T ESR furnace and significant progress has been made towards indigenization of 10T VAR furnace.

11.1             Due importance is given for energy conservation measures in MIDHANI and have been continued as before during the year under report. The measures introduced to save energy during the year is as follows:

?      Maximum utilization of revamped Re-heating furnaces.

?      Loading of materials which are having similar heat-cycle in the furnaces upto their full capacity.

?      Furnace availability is more than 80% during the financial year.

11.2             Thus the measures introduced to save energy during the year under report are:

?      Started introduction of LED lighting system in MIDHANI in a phased manner.

11.3             The summary of consumption of Electricity and LPG for the financial year 2015-16 was as follows:

S.No	ITEM	UNITS	2015-16	2014-15
	Total consumption of Electricity:	KWHr (in Crore)	3.86	4.05
	Total consumption of LPG	MT	3911	3530.57
	Specific Consumptions -  - Electricity Per  MT           of Production:    - LPG per MT of Prod.	KWHr/T (Prod.)     MT(LPG)/MT(Prod.)	2000     0.20	2016     0.18

12.1             During the year under review, in spite of the general economic slowdown and budget constraints in Strategic Sectors causing pressure on selling prices and demand, MIDHANI could secure orders worth Rs. 909 Crores during the year 2015-16. The cumulative orders on hand as on 01.04.2016 was to the tune of Rs. 1124 Cr. The breakup of orders booked is as under:

(Rs. in Cr)

Sector	Total value of the orders
Defence	551.00
Space	325.00
Others	33.00
Total	909.00

12.2             During the year under report the Order Booking from Defence sector was quite encouraging. Long term tie ups and business agreement to supply value added products could also be made during the year and it is also expected that the above efforts will further improve order booking during the coming years. Further MIDHANI could also get orders in spite of stiff competition from both indigenous/Foreign suppliers.

12.3            

The following new products were added to your company?s product profile and supplied to Customers: Superfer 612 and Superni 42 to Aakansha, New Delhi, 38XH3 MQA Shafts, Rudder Pin, Plane Pin to DMDE, Secunderabad, EN24, 120mm Brand Mortar Barrel to Ordnance Factory, Kanpur, C-55 LFG Breech Ring, Breech Block to Ordnance Factory, Kanpur, Superco 783-Hot Rolled Products to BHEL, Haridwar and Inconel 740 H to BHEL, R&D, Hyderabad.

During the year, about 9 new customers have been added to MIDHANI clientele.

12.4             The total orders executed during the year under review were to the tune of Rs. 717 Cr. and the sector wise sales executed is as below:

SECTOR	TOTAL VALUE OF THE SUPPLIES
Defence	617.00
Space	35.00
Others	65.00
Total	717.00

12.5            

?A Customer Survey was conducted during the year 2015-16. MIDHANI has completed the survey on the 12day of November 2015 and has achieved a rating of 3.67 on a 5 point scale.

12.6            

12.6.1       During the year 2015-16, to promote Exports, an Export Strategy and Pan was put in place at MIDHANI. However, In view of the subdued world economy and demand, the average prices are very low and not remunerative. As a result no exports could be done in the year ?2015-16.

12.6.2       Some international players viz., Tubitak Sage,M/s Emgepron, Wrimet, M/s BAE Systems, M/s Tubacex, M/s Centravis, Ukraine have visited MIDHANI stall and showed interest for MIDHANI materials like MDN 138, Inconel 617 CC, conversion of tubes etc. M/s GE Aviation Team, USA has visited MIDHANI during April, 2015 to assess our capabilities and showed interest for Investment cast Products of MIDHANI.

13.1      

has a Board approved Risk Management Policy and the Risks involved at the various processes in MIDHANI are also being discussed in the internal Production Review Meetings and Corporate Management Committee Meetings. The identification of the risk elements faced by the company is listed out at Point 6 of Management Discussion and Analysis placed at and also listed out in the form of SWOT analysis placed at . An exclusive policy on Corruption Risk Management in line with Enterprise Risk management Policy of MIDHANI was also formulated.

14.1   

MIDHANI was able to secure orders from various corporate hospitals and dealers of Bio Implants and executed order worth of Rs. 17.62 Lakh.  Under MIDHANI's Corporate Social Responsibility activity 39 Nos of custom made prosthesis were supplied to Cancer patients

14.2   

:

MIDHANI supplied fasteners worth Rs. 345.65 Lakh during the F/Y 2015-16 which is the highest ever supplied by MIDHANI.                                                                                                                                                                                                                                                 

15.1   

:

15.1.1       MIDHANI has organized Customer Meet focused on Space Sector on 22

March, 2016 at MIDHANI. The focus was given for sharing experiences and to discuss on future projects and requirements of Space Sector.  Dr K Sivan, Director, VSSC has inaugurated the meet. Customers from VSSC, & LPSC, Thiruvananthapuram, LEOS, & LPSC, Bangalore, SAC, Ahmedabd and NRSA, Hyderabad have attended the meet. 

15.2   

:

15.2.1       As an effective marketing strategy, MIDHANI participated in various National and International Exhibitions, Conferences, Seminars to effectively interact and appraise the new activities towards achieving good business and to also enhance its role both in the national and International markets.

15.2.2       During the year MIDHANI has participated in three international exhibitions viz., LAAD 2015, Brazil,  DSEi, UK, and Defence & Security 2015 held at Thailand, and four National Exhibitions - MSME, Bangalore,  Maritime Exhibition held at Vizag,  and Make in India Exhibition held at Mumbai  and DEFEXPO 2016 Exhibition held at Goa.

15.2.3       During Make in India Exhibition in February 2016, MIDHANI focused on Partnership/Collaboration and three MoUs were signed.

                 

16.1       During the year under review, your company has successfully completed the Surveillance Audit for compliance to ISO 9001:2008 standard by Bureau of Indian Standards (BIS) and Renewal audit of NABL accreditation for Chemical and Mechanical Laboratories by NABL and Renewal audit for compliance to AS 9100 Rev C by UL DQS Systems. Your Company has also successfully implemented TQM Concepts in Melting, Forging and Material Evaluation/Testing during the year 2015-16.

17.1       To ensure transparency and integrity in all contracts, MIDHANI is signing 'Integrity Pact' with the respective bidders in all procurement indents of estimated Value exceeding Rs.1 Crore, Presently Shri. N. Vinod Kumar is holding the position of Independent External Monitor (IEM) for MIDHANI. Integrity Pact was signed for 35 contracts during the year 2015-16.

17.2       In order to bring more transparency in procurement MIDHANI is gradually shifting towards e-procurement process. 89% of total procurement other than the unavoidable cases was done through e-procurement mode during the year 2015-16.

?  Dr. D. K. Likhi, C&MD MIDHANI was bestowed with Prof. A K Rao Memorial Award at the 25

National Seminar and International Exhibition NDE 2015 held at Hyderabad on 26.11.2015.

?  Shri. M. Narayana Rao, Former Chairman and Managing Director of MIDHANI was bestowed with the IIM-JRD Tata Award for Excellence in Corporate Leadership in Metallurgical Industries at the 53

National Metallurgists Day (NMD) organized at Coimbatore on 14.11.2015.

?  Shri Sunil Kumar Shrivastav, Master Technician, MIDHANI has been awarded the "SAME ?GAUGES UDYAMIK AWARD" for the year 2015.

?  MIDHANI has been bestowed with 5

Annual Greentech CSR award under Gold Category on 28.11.2015.

?  MIDHANI has been bestowed with certificate from ELETS for the Project  Performance Excellence of MIDHANI on 26.08.2015

?  MIDHANI has been selected for Honorable Raksha Mantri Award for Excellence for the year 2013-14 under Innovation category for Development of Composite Armour Panels for Mi17 Helicopters.

                 

21.1    HUMAN RESOURCE has been recognized as the most important asset of our organization. MIDHANI continues to aim at building a motivated, committed and satisfied work force to achieve its organizational goals.  During the year 2015-16 in the month of November 2015, a scheme for retention of employees was introduced in the MIDHANI, titled "Best Employee Award".

21.2    Several HR Policies have been updated, modified and introduced. During the year 2015-16, for performance improvement, an audit of work culture and systems was conducted by M/s. Deloitte and a report was submitted on 23.01.2016.

21.3    The total manpower strength under Permanent Category of your Company as on 31

March 2016 is as under:

Particulars	Non-Executives	Non-Unionized Supervisors	Executives	Total
Male	419	82	202	703
Female	37	3	26	66
Total	456	85	228	769
Statement showing the representation of SC/ST/OBC/PH and their recruitment etc., are given in Appx:I

22.1    During the year under report your Company had no employee covered under Companies (Particulars of Employees) Amendment Rules, 2011.

23.1       The industrial relations scenario continued to be peaceful and cordial during the year under report. The management provides proactive, compassionate human relations by creating an atmosphere of mutual trust, participative management, up-gradation of compliance level in line with strategic philosophy of the organization and influence the employee?s performance.

24.1    During the year under report, Training Programs were arranged for 299 Executives (including Non Unionized Supervisors) and 126 Non-executives i.e. 425 Employees, for both in-house and external training programs, Seminars, Conferences, Symposiums and Workshops.

24.2   

13 Diploma Engineering & 36 ITI Trades men in various disciplines were inducted during Jan 2015. These JOT's & SOT's have been imparted various training programs such as Induction cum orientation program. After successful completion of the training, all the SOTs/JoTs have been inducted into regular cadre employees' w.e.f 01.12.2015.

24.3    Under the Industry-Academia-Interface program, T&D Department organized 13 plant visits for about 216 professionals/executives/employees from various organizations such as Ordnance Factory, DRDO. 92 students from reputed institutes have visited plant for observation study. All possible Infrastructure, Guidance / Supervision and help were extended to facilitate an effective Industry?Academia Interaction.

24.4    MIDHANI is committed to fulfill its obligation of statutory requirement under Apprentice Act-1961. Under the schemes, 12 Sandwich Diploma engineering (Metallurgy) students from Govt. Polytechnics are getting on job training for the period of 6 months on regular basis. 29 Trade Apprentices have taken AITAC examinations during May/Oct 2015 and successfully qualified for National Apprenticeship certificate. MIDHANI has also engaged 25 GAT's & 02 TAT's for 1 year training.

24.5   

:  National Productivity Week was celebrated from 12to 18Feb 2016 in MIDHANI. In association with National Productivity Council, Hyderabad, essay writing competitions were conducted and the runners up and winners were presented with mementoes.

?  The Corporate Social Responsibility and Sustainable Development Policy of MIDHANI in line with the Companies Act 2013 was approved by the Board of MIDHANI.

?  As a part of Corporate Social Responsibility towards the weaker section of the society and the children of the weaker section, Company has awarded a cash prize to each student from SC,ST &OBC categories who stood first in their respective classes from Class I to X of BPDAV School. The awards were presented on 15

August 2015.

?  In addition to the above 6 CSR Projects were taken up by MIDHANI the details of which are given below:

(i)            Promotion of Health Case and Sanitation                 :           2

(ii)           Promotion of Education                                              :           2

(iii)          Environment Sustainability, Ecological balance         :           1

               and conservation of Natural resources

(iv)          Women empowerment & Skill Development                        :           1

?  An annual report on the CSR activities of the company giving the composition of the CSR Committee in MIDHANI as mandated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is also placed at

i.       

:

a)     

Construction of Toilets under Swach Bharat Scheme, 27 Nos., including Maintenance to benefit approx. 1200 students both boys and girls. Drilling of bore wells and necessary pipelines at three schools where there is no water facility. All toilets have been maintained on annual maintenance basis to encourage students to use toilets.

b)     

Approx. 300 persons of various disabilities such as Orthopedic, Hearing Impairment, and Visually Impaired are provided with Tri-Cycles, Wheel Chairs, Walking Sticks, Hearing aids etc. All beneficiaries belong to Below Poverty Line (BPL) & Poor families identified by District Rural Development Agency of Medak Dist. of Gajwel Mandal Telangana.

ii.     

a)     

In order to improve learning abilities and create more conducive environment, Dual desk, have been supplied to various nearby Govt. schools to benefit around 1200 students.

b)     

MIDHANI has sponsored Mid-day meal to approx. 5000 Children in 3 Mandals of Medak Dist through M/s Akshaya Patra Foundation.

iii.   

a)     

As part of environment & Maintain ecological balance, MIDHANI has taken up plantation in a big way in nearby areas to improve greenery and development of water bodies. Necessary equipments have been procured to take up plantation on regular basis at vacant lands.

iv.    

 

As envisaged in CSR-Policy of MIDHANI, efforts are on to set up skill development centre and required infrastructure facilities such as machinery and tools are procured. A vertical milling machine has been procured to train women to impart machining skills.

?  Your company has always believed in providing a safe and harassment free workplace for every individual working in the company with an environment that is free from discrimination and harassment including sexual harassment. Company has in place a robust policy on prevention of sexual harassment at workplace. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year under review the Internal Complaints Committee (ICC) has not received any complaint pertaining to sexual harassment.

?  Your Company contributed an amount of Rs. 14316.38 Lakh in the form of Duties, Sales Tax, Income Tax and Surcharge during the year 2015-16 as compared to Rs. 10617.67 Lakh in the previous year.

?  The extract of annual return as provided under sub-section (3) of section 92 of Companies Act 2013 is enclosed at

?  Report on conversation of energy, technology absorption and foreign exchange earnings and outgo is enclosed at

?  As a part of welfare initiative towards employees and to promote education among wards of employees, MIDHANI has introduced Education and Merit Scholarships to the wards of employees and also introduced an ?ON JOB? Training policy for the ward of employees. MIDHANI has also introduced Industrial Training Programme for the wards of Employees who are on the rolls of the company and wards of the employees who expired while in service under CSR.

?  Post Retirement Medical Benefit Scheme (PRMBS) for Executives and Non-Unionised Supervisors retired after 01.01.2007 and Group Medical Insurance Scheme for Employees retired prior to 01.01.2007 was implemented and medical insurance cards were issued to the beneficiaries i.e. Executives, Non-Unionised Supervisors and Non-Executives

?  Monetary awards were presented to meritorious students/children of our employees of SC,ST and OBC  categories @ Rs 1000/-  per  child in each  category  who scored highest % of marks  and @ Rs 500/-each to all the students  of above categories  who scored 75%  and above marks in  X class  Board examination or equivalent held in March/April 2015.  The awards were presented on 15

August 2015.

? 

Comprehensive Health Checkup of employees of above 40 years age was organized as a part of MIDHANI's commitment to the overall health and well being of its employees. Under this Scheme 350 employees have undergone the Comprehensive Health Checkup.

?  During the year under report MIDHANI has extended all facilities as per the statutes for the welfare of all its women employees, Maternity leave of 1080 days in total were availed by women employees of MIDHANI.

?  A program on International Women?s Day was organized on 8

March 2016 and a Talk organized on Health issues related to Women by Dr. B. Srinivasa Rao, Physician, KIMS Hospital at MIDHANI Auditorium. Blood Donation Camp was also organized under the aegis of Red Cross Society at MIDHANI and more than 50 MIDHANIANS have donated blood. The donated blood will be mainly used to help the children suffering with Thalassemia disease.

?  MIDHANI continues its commitment to encourage small family norms among its employees as a part of government Policy. 353 employees are availing the Small Family Incentive benefits at MIDHANI.

?  MIDHANI a Public Authority under RTI Act 2005 continued to discharge its obligations. MIDHANI has received 37 RTI applications during the year 2015-16.

?  In order to have access to information to the Citizens and also as a part of company?s philosophy and corporate governance, MIDHANI?s web site was updated on continuous basis by uploading the company?s news and developments.

?  During the year under report, MIDHANI has taken all efforts for promoting the use of Hindi in Official work as per the Government of India directives on the Official Language Act 1963, Official Language Rule 1976 and as per the orders issued by Government of India from time to time. The quarterly meeting of Official Language Implementation Committee (4 nos.) were held under the Chairmanship of Chairman & Managing Director of the Company.

?  As part of directive received from Ministry of Home Affairs, ?HINDI DIVAS? celebrations was organized for improving awareness and use of Official Language. On the occasion of Hindi Diwas on 26

September, 2015 the 15Edition of Techno Commercial Annual Hindi House Magazine was released

?  During the year under review to encourage the use of Hindi in day-to-day official work, a total of 78 employees were trained in Pragya Courses and Two (2) Hindi Awareness Workshops organized for about 160 employees.

:

?  MIDHANI continues to encourage and develop MSME Units by regularly sourcing various goods and services from them. Value of goods/services purchased from MSME units during 2015-16 stands at Rs. 25.78 Cr.

? 

MIDHANI continued its efforts to maintain and promote ecological balance in and around factory premises by developing and maintaining an extensive plantation. A thick canopy of greenery with thousands of plants of more than 50 species constitutes the green belt in and around MIDHANI. This not only controls air/dust pollution but also attracts birds of different species. In order to protect the fast diminishing National Bird, a Peacock Sanctuary has been created at our premises which is providing a conducive atmosphere for the Peacocks.

26.1       Vigilance department of MIDHANI was conferred with ?Corporate Vigilance Excellence? award in the category of manufacturing sector by Institute of Public Enterprises (IPE), Hyderabad for the vigilance activities of the year.

26.2       Vigilance Awareness Week was observed form 26

October to 31October 2015 with ?Vigilance as a Tool of Good Governance? as theme of the year. Central Information Commissioner, CIC Shri Madabhushi Sridhar Acharyulu addressed senior officers and employees of MIDHANI on issues related to corruption and governance. An issue of In-house Vigilance magazine ?Jagruthi? was released during the week.

27.1    Smt. NilamSawhney, CVC Secretary visited MIDHANI on 19.10.2015

27.2    Shri S. Srinivasan, Secretary & Member (Finance) Dept. of Space, Atomic Energy, Earth Commission visited MIDHANI on 31.08.2015.

27.3    Ms. Vandana Srivastava, Secretary, FA (DS) visited MIDHANI on 04.08.2015

28.1    The basic principles and philosophy of Corporate Governance has been followed in letter and spirit in every aspect of Company?s decision making in tune with the contemporary demand for good Corporate Governance and the adherence to revised guidelines issued by Govt. of India, Dept. of Public Enterprises from time to time. A Code of Business Conduct & Ethics applicable to all Board Members and Senior Management has been implemented in the Company. The adherence of which has been confirmed by respective members on an annual basis. A certificate to this effect from Chief Executive has been made a part of the report on Corporate Governance.

28.2    A detailed report on Corporate Governance and a report on the Management Discussion & Analysis are enclosed to this report

& respectively. The adherence to the guidelines issued by DPE in this regard certified by a practicing Company Secretary is enclosed as a part of the report on Corporate Governance.

28.3    In accordance with Revised Grading norms for CPSEs in the matter of compliance of Guidelines on Corporate Governance issued by DPE, your Company has scored rating of 97.75%.

29.1    The company has put in place all required internal controls and systems to meet all the canons of financial propriety. We believe that internal control and risk management are necessary prerequisites of the principle of governance. Our Management is committed to ensuring an effective internal control environment, commensurate with the size and complexity of the business, which provides assurance on the efficiency of operations and security of assets. We have an effective internal control system, which is assessed and strengthened with new/revised standard operating procedures and which ensures that all our assets are safeguarded and protected against any losses.

29.2    External Audit firms are engaged to carry out internal audit. They help ensure adequacy of systems, controls and their reports thereon are subjected to periodical review by Audit Committee appointed by Board. In addition, the in-house internal audit team also regularly carries out audits of specific processes. Their annual audit plans are approved by the Audit Committee of the Board. Based on the internal audit reports, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Internal Audit Reports along with corrective actions are discussed with the Management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of our internal controls.

30.1    Dr. D. K. Lkhi assumed charge as Chairman & Managing Director vice Shri M. Narayana Rao from 1

September, 2015.

30.2    During the year under review three Independent directors were appointed in the month of December, 2015. A brief Bio-Data is enclosed at

30.3    Shri Sanjay Garg was appointed as Govt. Nominee Director in the place of Smt. Kusum Singh in the month of March, 2016. A brief Bio-Data is enclosed at

 

30.1    Requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors? Responsibility Statement, is confirmed as under:

a.      That in the preparation of the annual accounts for the financial year ended 31

March, 2016, the applicable Accounting Standards have been followed along with proper explanations on the material departure;

b.      That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. 31

March, 2016 and of the Profit or Loss of the Company for the year ending on that date;

c.       That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, as amended from time to time, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d.      That the Directors have prepared the accounts for the financial year ended on 31

March, 2016 on a basis.

e.      That the Directors have laid down internal financial concerns to be followed by the company, and that such internal controls are adequate and are operating effectively; and

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

32.1       C&AG of India has appointed M/s. V. Rao & Gopi, Chartered Accountants, Hyderabad, as Statutory Auditors of the Company for conducting audit of accounts for the year ended 31

March, 2016.

32.2       Your Company appointed M/s KRJ & Associates, Cost Accountants, Hyderabad, as Cost Auditors for the year 2015-16 in terms of Section 148 of Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

33.1       The

comments on the Accounts by the Comptroller & Auditor General of India for the year ended 31March, 2016 has been placed in this report after the report of Statutory Auditors.

34.1     Your Directors gratefully acknowledge the valuable support and assistance received from all Govt. agencies particularly from Ministry of Defence, DAE, OFB, ISRO, all establishments under DRDO and other agencies of Central and State Govt. Your Directors also place on record their sincere thanks to vendors, Bankers, C&AG, Statutory /Internal Auditors, Chairperson - Audit Committee, Chairmen on other Committees, Advisers, Consultants etc., of the Company for their continued support and guidance during the year.

34.2     Your Directors also place on record the appreciation for excellent support and guidance given by Shri. M. Narayana Rao, Ex-Chairman & Managing Director, Dr. Amol Gokhale, Govt. Nominee Director, Shri P. K. Kataria, Permanent Special Invitee and Smt. Kusum Singh Govt. Nominee Director whose tenures came to end on 31

August 2015, 31July 2015, 15October 2015 and 3March, 2016 respectively.

34.3     Your Directors take this opportunity to place on record their deep appreciation for the in valuable contribution made and excellent co-operation rendered by the employees and executives at all levels to propel the Company to greater heights and also in  sustaining its growth  path in the years to come.

Place: Hyderabad

Date : 20.07.2016

           

                                                                                                    

?  The CSR policy of MIDHANI aims at developing company specific social responsibility strategies in long, medium and short term period with built in mechanism for implementation and monitoring towards all-round development of people residing in and around the Company?s area of operation.

?  A brief overview of projects/programs undertaken at MIDHANI under its CSR policy is as under:

(i)      Promotion of Health Case and Sanitation                

(ii)      Promotion of Education                                             

(iii)      Environment Sustainability, Ecological Balance & Conservation of Natural Resources

(iv)      Women empowerment & Skill Development                       

?  The CSR policy and the activities undertaken under the CSR policy of MIDHANI can also be viewed at 

?  The CSR & SD Committee shall consist of three or more Directors, out which at least one Director shall be an Independent Director. The Constitution of CSR Committee is as under:

S. No.	Name / Designation of the Directors	Status
	Chairman & Managing Director	Chairman
	Independent Director	Member
	Director (Finance)	Member
	Director (Production & Marketing)	Member
5.	GM-HR	Permanent Invitee
6.	GM-ES	Permanent Invitee
The nomination of Functional Directors on CSR is on Ex-Officio basis.
Company Secretary shall function as Secretary to the Committee.

?  Average Net Profit of the Company for last three financial years is as under:

S. No.	Year	Net Profit / Loss (Rs. In Crores)
(i)	2012-13	117.78
(ii)	2013-14	121.44
(iii)	2014-15	138.51

a)         Total amount to be spent for the financial year                 :          

b)         Amount unspent, if any;                                                       :          

c)         Manner in which the amount spent during the financial year is detailed below:

S. No.	CSR Project or activity identified	Sector in which the project is covered	Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs Sub-heads: Direct expenditure on projects	Cumulative expenditure upto to the reporting period	Amount spent; Direct or through implementing agency
1.	Implementation of sanitation at Government Schools.	Promotion of Health Care & Sanitation	(i)  Construction of Toilets (Swachh Vidyalaya initiative), RR Dist, Telangana.   (ii)Maintenance and providing tube well facilities for schools, RR Dist, Telangana.	4,20,000               22,00,000	4,00,000               6,72,488	4,00,000               6,72,488	M/s. SULABH INTL.           M/s. SULABH INTL.
(iii) Sanitation Facilities (Swachh Bharat) RR Dist, Telangana.	34,00,000	34,60,399	34,60,399	M/s. SULABH INTL.
2.	Distribution of Aids & Appliances to disabled persons	Promotion of Health Care & Sanitation	(i)     Supply of aids & appliances for differently able person, RR Dist, Telangana. (ii)   Medical Equipment for Health Centre, Neighborhood area, in and around organization	-               -	17,72,577             2,16,459	17,72,577             2,16,459	MIDHANI               MIDHANI

3.	Infrastructure facilities to Neighbouring School (Providing, Dual Desks)	Promotion of Education	Neighborhood area, in and around Organization	50,00,000	63,06,495	63,06,495	MIDHANI
Education expenditure for poor students	-	82,550	82,550	MIDHANI
Electricity charges of school	-	2,13,422	2,13,422	MIDHANI
4.	Greenery development Neighbour hood Places	Environment Sustainability, Ecological balance	Plantation, Hiring of Labour, Machinery, tools etc.	52,50,000	43,64,770	43,64,770	MIDHANI
5.	Skill Development (Procurement of CNC Vertical Mini Milling Machine for training, On Job Training.	Women Empowerment	Neighborhood area, in and around Organization.	48,27,000	55,85,575	55,85,575	MIDHANI
6.	Promotion of Other CSR Activities	Promotion of CSR activities	(i)     Staff Engaged for CSR Activities (ii)   CSR Compendium (iii) Publication of CSR Magazine	-     -   2,60,000	2,66,223     10,000   1,38,000	2,66,223     10,000   1,38,000	MIDHANI     MIDHANI   MIDHANI
7.	Mid Day Meals	Promotion of CSR activities	Mid Day Meal for Govt. Schools, Medak Dist, Telangana	45,00,000	41,38,500	41,38,500	M/s Akshaya Patra Foundation
	TOTAL	2,58,57,000	2,76,27,458	2,76,27,458

1.      In accordance to the provisions of the Companies Act 2013, MIDHANI has spent two per cent of the average net profit of the last three financial years for its CSR & SD activities.

2.      The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Sd/- Dr. D. K. LIKHI Chairman & Managing Director and Chairman, CSR Committee

Sd/- B. G. RAJ Director (Finance) & Member CSR Committee

i)        CIN                                                                              :          

ii)      Registration Date                                                        :          

iii)    Name of the Company                                                :          

iv)    Category / Sub-Category of the Company                 :          

v)      Address of the Registered office and contact details            :          

vi)    Whether listed company                                            :          

vii)  Name, Address and Contact details of Registrar and            :          

Transfer Agent, if any

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. N0	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/ SUBSIDIARY / ASSOCIATE
-N/A	N/A	N/A	N/A

:

i)        Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year[As on 31-March-2015]	No. of Shares held at the end of the year[As on 31-March-2016]	% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	-	-	-	-	-	-	-	-	-
b) Central Govt	-	18,73,399	18,73,399	99.99	-	18,73,399	18,73,399	99.99	0.00
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	-	-	-	-	-	-	-	-	-
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any other	-	-	-	-	-	-	-	-	-
Sub-total (A)(1):-	-	18,73,399	18,73,399	99.99	-	18,73,399	18,73,399	99.99	0.00
(2) Foreign
a)Individuals(Non-Resident Individuals/Foreign Individuals)	-	-	-	-	-	-	-	-	-
b) Bodies Corporate	-	-	-	-	-	-	-	-	-
c) Institutions	-	-	-	-	-	-	-	-	-
d) Any other	-	-	-	-	-	-	-	-	-
Sub-total (A)(2):-	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter (A)	-	18,73,399	18,73,399	99.99	-	18,73,399	18,73,399	99.99	0.00
B. Public Shareholding
1. Institutions	-	-	-	-	-	-	-	-	-
a) Mutual Funds	-	-	-	-	-	-	-	-	-
b) Banks / FI	-	-	-	-	-	-	-	-	-
c) Central Govt	-	-	-	-	-	-	-	-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) FIIs	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total (B)(1):-
2. Non-Institutions
a) Bodies Corp.	-	-	-	-	-	-	-	-	-
i) Indian	-	-	-	-	-	-	-	-	-
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals	-	-	-	-	-	-	-	-	-
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh*	-	1	1	0.01	-	1	1	0.01	0.00
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	-	-	-	-	-	-	-	-	-
c) Others (specify)	-	-	-	-	-	-	-	-	-
Non Resident Indians	-	-	-	-	-	-	-	-	-
Overseas Corporate Bodies	-	-	-	-	-	-	-	-	-
Foreign Nationals	-	-	-	-	-	-	-	-	-
Clearing Members	-	-	-	-	-	-	-	-	-
Trusts	-	-	-	-	-	-	-	-	-
Foreign Bodies - D R	-	-	-	-	-	-	-	-	-
Sub-total (B)(2):-	-	1	1	0.01	-	1	1	0.01	0.00
Total Public Shareholding (B)=(B)(1)+ (B)(2)	-	-	-	-	-	-	-	-	-
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	-	18,73,400	18,73,400	100	-	18,73,400	18,73,400	100	0.00

SN	Shareholder?s Name	Shareholding at the beginning of the year	Share holding at the end of the year	% change in share holding during the year
		No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares
1	PRESIDENT OF INDIA	18,73,399	99.99	0.00	18,73,399	99.99	0.00	0.00

SN		Shareholding at the beginning of the year	Cumulative Shareholding during the  year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	-	-	-	-
2	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	-	-	-	-
3	At the end of the year	-	-	-	-

SN	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year	Cumulative Shareholding during the year
No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
-	-	-	-	-	-

SN	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year	Cumulative Shareholding during the year
No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Shri. M. Narayana Rao	1	0.01	0	0.00
2.	Dr. D. K. Likhi	0	0.00	1	0.01

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at beginning of financial year
i) Principal Amount	553719185	48838246	-	602557431
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	1240404	-	-	1240404
Total (i+ii+iii)	554959589	48838246	-	603797835
Change in Indebtedness during financial year
* Addition	-		-
* Reduction	(447443153)	(13000000)	-	(460443153)
Net Change	(447443153)	(13000000)	-	(460443153)
Indebtedness at the end of financial year
i) Principal Amount	106629047	35838246	-	142467293
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	887389	-	-	887389
Total (i+ii+iii)	107516436	35838246	-	143354682

SN.	Particulars of Remuneration	Name of MD/WTD/ Manager
		M. Narayana Rao	Dr. D. K. Likhi	B. G. Raj
1	Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	4257667	3497816	2276267
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	199535	413208	358505
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission -  as % of profit -  others, specify?	-	-	-
5	Others, please specify	-	-	-
	Total (A)	4457202	3911024	2634772
	Ceiling as per the Act

SN.	Particulars of Remuneration	Name of Directors	Total Amount
		I. V. Sarma	Dr. Jyoti Mukhopadhyay	Dr. Usha Ramachandra
1	Independent Directors	-	-	-	-
Fee for attending board committee meetings	60000	60000	90000	210000
Commission
Others, please specify
Total (1)	60000	60000	90000	210000
2	Other Non-Executive Directors	-	-	-	-
Fee for attending board committee meetings
Commission
Others, please specify
	Total (2)	-	-	-	-
	Total (B)=(1+2)	60000	60000	90000	210000
	Total Managerial Remuneration	-	-	-	-
	Overall Ceiling as per the Act	-	-	-	-

SN	Particulars of Remuneration	Key Managerial Personnel
		CEO	CS	CFO	Total
1	Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	-	560974	-
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	53088	-
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-	-
2	Stock Option	-	-	-	-
3	Sweat Equity	-	-	-	-
4	Commission	-	-	-	-
	-  as % of profit	-	-	-	-
	others, specify?	-	-	-	-
5	Others, please specify	-	-	-	-
	Total		614062

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
B. DIRECTORS
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
C. OTHER OFFICERS IN DEFAULT
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

?            Modernization & revamping of major production equipment. This is expected to improve the efficiency and reliability of the equipment and result in energy saving.  In line with this one 30T Bogie Hearth furnace of Forge Shop was revamped and a new facility provided for slow cooling in pit furnace to increase availability of furnaces.

?            Replacement of Conventional Street lights & Bay lights with LED lights in phased manner. This is expected to reduce energy consumption of lighting loads considerably.

?            Replacement of old air conditioners of more than 10 years in a phased manner with new energy efficient five star rated air conditioners resulting in reduced energy consumption.

?            Replacement of old induction motors of more than 20 years with new energy efficient motors in a phased manner thus reducing energy consumption and improving reliability.

?            Planned to establish 4 MW Solar Power Plant. This is expected to generate 60 Lakh units p.a which is non- polluting and renewable, thus reducing energy demand for conventional (non renewable) energy.

?            About Rs. 2.00 Crore was spent as capital investment on energy conservation equipment?s

?            The following projects towards technology absorption are under progress:

(a)       AB3 Class steels and its weld consumables for Naval Applications ? Transfer of Technology from PROMETEY, Russia.

(b)      Adour Engine disc of Titanium Alloy Ti26 for Aeronautical applications ? Transfer of Technology from Defence Metallurgical Research Laboratory, Hyderabad.

?            Development of the products and import substitution are the benefits derived from the efforts made towards technology absorption.

?            Indigenization of 12X18H12M3T Casting for Naval Applications ? Transfer of technology from PROMETEY, Russsia.

?            MIDHANI incurred an expenditure of Rs. 24.21 Cr. for the F/Y 2015-16

?            During the year, the total foreign exchange used was Rs. 11522.30 Lakh and there was no foreign exchange earned.

[AS ON DATE OF THIS REPORT]

1.1              

(MIDHANI), company, believes that its business role needs to be performed by observing the fundamental principles of Corporate Governance like honesty, integrity, accountability, adequate disclosures, legal compliances, decision making without conflict of interest. As a Good Corporate Citizen the Company also strives to carry out its Mission, Objectives and Business obligations with good Corporate Values, high standards of ethics in all spheres. The good Governance,  it practices,  is based on its stated belief and the guidelines of the Government of India issued from time to time which enables the Company to go a long way in enhancing values for all those who are associated with the Company - Owners, Customers, Suppliers, Creditors, Govt. agencies and society at large. Towards this direction, the Board exercises its fiduciary role towards the Company with effective accountability, respect for law, maintaining Corporate Governance standard beyond law, putting systems in place for planning, budget, internal controls, risk-management, communication policy on various facets of Company?s operations including creation of environment for growth and development of human resources.  

2.1.1       In accordance with the provisions of Articles of Association of the Company, as amended from time to time, the minimum and maximum strength of the Board of MIDHANI is 2 and 15 respectively. The directors need not hold any qualification shares.

2.1.2       During the year under report, the composition of the Board was in accordance with guidelines issued by Dept. of Public Enterprises (DPE) and the provisions of Companies Act 2013. The Board?s composition as on 31

March 2016 is as under.

Chairman & Managing Director              [From 1

September, 2015]

Director (Production & Marketing)       [Till 31

August 2015]

Additional Charge

Director (P&M)        [From 1September, 2015]

Chairman & Managing Director              [Upto 31

August, 2015]

Director (Finance)

                                      [Upto 03.03.2016]           

Joint Secretary (Personnel & Coordination),

Dept. of Def. Production,

Ministry of Defence                                   

[From 03.03.2016]

Joint Secretary (DIP),

Dept. of Def. Production,

Ministry of Defence

                                              [Upto 31.07.2015]

Director,

Defence Metallurgical Research Laboratory

 

:                                                           

                [From 1December, 2015]

Visiting Professor, Materials Science and Engineering,

Indian Institute of Technology, Gandhinagar,

[From 1December, 2015]

Ex- Director (R&D),

Bharat Electronics Limited

[From 1December, 2015]

Professor & Area Chairperson, Energy Area,

Administrative Staff College of India, Hyderbad

             

                                              

[Upto 31September 2015]

            Addl. FA & JS,

            Ministry of Defence (Finance)

            Govt. of India

 

2.2               The existing Articles of Association of the Company provides for appointment of all Directors by the President of India. The Directors appointed were persons of eminence in respective fields of their activity.

2.3               The Chairman & Managing Director and Functional Directors were appointed by Govt. of India, initially for a period of 5 years or till the age of superannuation or until further orders whichever is earlier. The extension of service thereafter shall be with the approval of Appointment Committee of Cabinet (ACC). The Independent Directors are normally appointed by ACC, initially for a period of 3 years or until further orders whichever is earlier.  Any extension or re-appointment shall be to the extent of guidelines issued by Govt. of India in this behalf.

3.1               The Board met, seven (7) times during the financial year under report as compared to statutory minimum requirement of four (4) meetings per year. The average attendance of Directors for all the Board Meetings during the financial year was 90%. The dates and attendance of directors at such meetings are given below:

Sl. No.	Number of the Meeting	Date of the Meeting	Board Strength	No. of Directors Present
	220	29.04.2015	6	4
	221	22.06.2015	6	5
	222	04.08.2015	5	5
	223	26.08.2015	5	4
	224	23.09.2015	4	4
	225	18.12.2015	6	6
	226	11.03.2016	6	6
Leave of absences were recorded at every Meeting in case of inability expressed by any Director to attend the meeting due to unavoidable reasons.
The Attendance of individual Directors is placed at: ANNEXURE: II(A)
The special invitee(s) for Board meetings has/have attended 3 meetings as against 5 meetings required to be attended.

3.2               As per DPE guidelines, Company has nominated Chairperson of Audit Committee and/or another Member of the Audit Committee for the purpose of according prior approval to related party transactions under Accounting Standard -18.

3.3               All Board Members had disclosed to Board about the personal, official and other pecuniary interests, held by them in any proprietary, partnership or Company, whether in individual capacity or together with their relatives not only at the time of their appointment on the Board but also as and when such appointments were held.  Such disclosures are being renewed every year. Such disclosures made at the Board meeting held at the end of the year 2015-?16 are furnished hereunder:

S. No.	Name of the Director	Bodies corporate in which the Director is interested	Nature of interest and the date from which interested.
	Shri. M. Narayana Rao	1.       Andhra Pradesh Gas Power Corporation Limited, Hyderabad	Part-time Director w.e.f. 30.09.2010
2.       International Advanced Research Centre  for Powder Metallurgy and New Materials (ARCI), Hyderabad	Member on the Governing council
3.       Nuclear Fuel complex, Hyderabad	Member as Board of Management
	Dr. D.K. Likhi	1    The Indian Institute of Metals, Kolkata 2     Indian Institute of Material Management, Navi Mumbai 3.    National Institute of Personnel Management South Conclave, Kolkata 4    Global Institute of Flexible Systems management, New Delhi 5     Strategic Alliance Professionals Association, Hyderabad 6     Andhra Pradesh Gas Power Corporation Limited	Life Member Life member Life Member Life member President         Additional Director
	Dr. Usha Ramachandra	1    Andhra Pradesh Gas Power Corporation Limited 2.   Kamireddy Sakleshpur Power Private Limited 3.   Kamireddy Sakleshpur Enterprises Private Limited	Director Director Director
	Other Members of the Board	NIL	NIL

3.4               Two (2) resolutions were passed through circulation amongst Directors during the year under report.

4.1               All the Annual General Meetings of the Company were held at the Registered Office of the Company. The details of such meetings for the last 3 years is as under:

Number of AGM	Financial Year	Date of the Meeting	Time of the Meeting	Venue of the Meeting
39	2012-13	26.09.2013	1000 Hours	M/s. Mishra Dhatu Nigam Ltd., Regd. Office, P.O. Kanchanbagh, Hyderabad 500 058
40	2013-14	19.09.2014	1000 Hours
41	2014-15	22.09.2015	1000 Hours

4.2               The Company has not passed any Resolution through ?Postal Ballot? during the year under report.

MIDHANI has the following Committees of Board and (1) apex level internal committee called Corporate Management Committee as on 31March 2016:

5.2.1          The AC was originally constituted by Board of Directors of the Company in the year 2001 in accordance with the directions given by Administrative Ministry. It was later functioning by virtue of guidelines issued by Department of Public Enterprises (DPE), Ministry of Heavy Industries & Public Enterprises, Government of India.

5.2.2          The terms of reference to AC is broadly based on Companies Act, 2013 & on the guidelines suggested by DPE applicable to Central Public Sector Undertakings (CPSUs). Such Terms of reference are being updated, professionalized and adopted by the Board of Directors of the Company from time to time. A copy of such terms of reference is placed at 

5.2.3          The AC is now functioning with three (3) Members who are Independent Directors on the Board; all the members of AC, the Chairperson in particular have good knowledge of accounting and expertise in financial matters. However after the tenure end of the earlier Independent Directors on the Board of MIDHANI, Smt. Kusum Singh, Government Nominee Director on the Board was acting as the Chairperson and Dr. D. K. Likhi, then Director (Production & Marketing) acting as member. The Committee regularly interacts with the representatives of external audit firms carrying out Internal Audit work of the Company and takes stock of all the finance related matters.

5.2.4          The details of constitution of Audit Committee during the year under report  is as under:

S. No.	Name of the Director	Status	Date of Appointment or change in the Committee
	Dr. Usha Ramachandra Part-time Non-official  Director	Chairperson	From: 18.12.2015
	Smt. Kusum Singh Part-time Official/Government Directors	Chairperson	From:13.05.2014 To    :17.12.2015
	Shri. I. V. Sarma Part-time Non-official  Director	Member	From :18.12.2015
	Dr. Jyoti Mukhopadhyay Part-time Non-official  Director	Member	From :18.12.2015
	Dr. D. K. Likhi Director (Production & Marketing)	Member	From :13.05.2014 To: 31.08.2015
	Dr. D. K. Likhi Additional Charge as Director (Production & Marketing)	Member	From :1.09.2015
	Shri. P. K. Kataria Addl. FA& JS	Special Invitee	From :13.05.2014 To: 15.10.2015
	Shri. B. G. Raj Director (Finance)	Member	From: 26.08.2015 To: 17.12.2015
	Shri. B. G. Raj Director (Finance)	Permanent Invitee	From: 17.12.2015
	Representatives of Statutory Audit Firm	-do-	From formation of Committee
	Representatives of  External Chartered    Accountant firms doing Internal Audit work	On Invitation	-do-
The Company Secretary acts as Secretary of the Committee.

5.2.1          The quorum for AC meetings is two (2) members personally present. The Audit Committee shall meet at least four (4) times during any financial year and not more than four months shall elapse between two meetings.

5.2.2          Statutory Auditors, Director (Finance) / Head of Finance, were made Permanent Invitees to the Meetings.

5.2.3          The Chairperson of the Audit Committee and / or another Independent Part-time Non-Official Director who is also a member of the Audit Committee, has / have been designated as person(s) responsible for according prior approval for related party transactions as contemplated under DPE guidelines and under Accounting Standard - 18.

5.2.4          Four (4) meetings of the Audit Committee were held during the year 2015-?16. The average attendance of Directors for all the AC Meetings during the financial year was 77%. The dates on which such Meetings were held and the attendance of Directors/Members thereof is furnished below:          

Attendance of Directors in Audit Committee Meetings
S. No.	Number of the Meeting	Date	Committee Strength	No. of Directors Present
	48	22.07.2015	3	2
	49	04.08.2015	3	2
	50	10.11.2015	3	3
	51	11.02.2016	4	3
Leave of absences were recorded at every Meeting in case of inability expressed by any Director / Member to attend the Meeting due to unavoidable reasons.
The Attendance of individual Directors is placed at: ANNEXURE: II (A)

5.3.1          The PC has been constituted by Board of Directors of the Company on 22.01.2008 for the purpose of authorizing procurement of materials beyond the individual delegated powers of Chairman & Managing Director.

5.3.2          The terms of reference to PC as on date is placed at

5.3.3          The details of constitution of Procurement Committee as on 31

March 2016 is as under:

S. No.	Name / Designation of the Directors	Status	Date of Appointment or change in the Committee
	M. Narayana Rao Chairman & Managing Director	Chairman	From: 22.01.2008 To: 31.08.2015
	Dr. D. K. Likhi Chairman & Managing Director	Chairman	From: 01.09.2015
	Shri. B. G. Raj Director (Finance)	Member	01.09.2014
	Dr. D. K. Likhi, Director (Production & Marketing)	Member	From: 01.09.2011 To: 31.08.2015
	Dr. D. K. Likhi, Additional Charge as Director (Production & Marketing)	Member	From :1.09.2015
	Smt. Kusum Singh	Member	From: 26.08.2015 To: 17.12.2015
	Dr. Usha Ramachandra	Member	From: 18.12.2015
The nomination of Functional Directors on PC was on Ex-Officio basis.
The Company Secretary acts as Secretary of the Committee.

5.3.4          The quorum of the Committee shall be minimum of three (3) members personally present and one of whom shall be a part-time non-official Director. However after the tenure end of the Independent Director, Committee was functioning with C&MD as Chairman and the Functional Directors as its members with minimum of two (2) members being the quorum for the meeting till the time of the appointment of Independent Directors. The Minutes of the PC meetings were regularly put up to the Board for its information and duly noted by the Board.

5.3.5          There were twelve (12) meetings of PC during the financial year 2015-?16. The average attendance of Directors for all the PC Meetings during the financial year was 83%. The dates on which such Meetings were held and the attendance of Directors / Members thereof is furnished hereunder:

Attendance of Directors in Procurement Committee Meetings
S. No.	Date of the Meeting	Committee?s Strength	No. of Directors Present
1.	01.04.2015	3	3
2	23.05.2015	3	2
3	09.06.2015	3	2
4	31.07.2015	3	3
5	17.08.2015	3	3
6	23.09.2015	3	3
7	29.09.2015	3	2
8	10.10.2015	3	2
9	15.10.2015	3	2
10	10.11.2015	3	3
11	18.12.2015	3	2
12	20.02.2016	3	3
Leave of absences were recorded at every Meeting where the Directors expressed their inability to attend due to unavoidable reasons.
The Attendance of individual Directors is placed at: ANNEXURE: II (B)

5.4.1          The RC was originally constituted by Board of Directors on 28.04.2009 to lay down norms for determining and disbursing the quantum of Performance Related Pay (PRP) as envisaged in the guidelines issued by DPE in OM dt. 26.11.2008. It was then reconstituted on 18.12.2015.

5.4.2          The main purpose of RC is to consider all relevant issues contained in the above DPE OM relating to Variable Pay or Performance Related Pay applicable to all Executives (including those at Board level) and Non - Unionized Supervisors in the Company.

5.4.3          The terms of reference to RC is enclosed 

5.4.4          The Composition of RC as on 31

March, 2016  is as under:

S. No.	Name of the Director	Status	Date of Appointment or change in the Committee
	Shri. I V Sarma	Chairman	18.12.2015
2.	Dr. Jyoti Mukhopadhyay	Member	18.12.2015
3.	Dr. Usha Ramachandra	Member	18.12.2015
4.	Director (Finance)	On Invitation
5.	Director (Production & Marketing)	On Invitation
	Representative from HR dept.	Invitee
The nomination of Functional Directors on RC is on Ex-Officio basis.
Company Secretary shall function as Secretary to the Committee.

              

5.4.5          The Committee can frame its own guidelines for conducting its meetings.

5.5.1          The HRC was constituted by the Board of Directors on 22.07.2011. Headed by an Independent Director, the objective of the HRC is to scrutinize various proposals coming to Board involving HR issues, personnel policies to be pursued by the Company and such other issues as may be entrusted to it by the Board from time to time.

5.5.2          The terms of reference to HRC is placed at

5.5.3          The Composition of the HRC on 31

March, 2016 is as follows:

S. No.	Name of the Director	Status	Date of Appointment or change in the Committee
	Shri. I. V. Sarma	Chairman	18.12.2015
	Dr. Usha Ramachandra	Member	18.12.2015
3.	Shri. B. G. Raj Director (Finance)	Member	01.09.2014
4.	Dr. D. K. Likhi, Director (Production & Marketing)	Member	From: 01.09.2011 To: 31.08.2015
5.	Dr. D. K. Likhi, Additional Charge as Director (Production & Marketing)	Member	From: 01.09.2015
The nomination of Functional Directors on HRC was on Ex-Officio basis.
The Head of HR Department shall be the Secretary of the Committee.

5.5.4          The quorum of the HRC shall be at least

members personally present, one of whom shall be a Non-official Director.

5.5.5          The Committee can frame its own rules of functioning.

5.5.6          No meetings of the Human Resources Committee were held during the Financial Year 2015-?16.

5.6.1          The Technical Committee (TC) started functioning w.e.f. 24.01.2011.  It was constituted by Board of Directors with a primary objective of studying technological aspects that needed attention of the Company and to carry out technical study of MIDHANI operations, more particularly in the Modernization, Up-gradation and Expansion programmes under implementation or proposed to be undertaken in near future.

5.6.2          The Terms of reference to TC is enclosed as

5.6.3          The composition of TC consists of members of the Board having technical expertise in metallurgy, the constitution of TC is as follows:

S. No.	Name of the Director	Status	Date of Appointment or change in the Committee
	Dr. D. K. Likhi, Chairman & Managing Director	Chairman	01.09.2015
	Dr. D. K. Likhi, Director (Production & Marketing)	Member	From: 01.09.2011 To: 31.08.2015
	Dr. D. K. Likhi, Additional Charge as Director (Production & Marketing)	Member	From: 01.09.2015
	Shri. I. V. Sarma	Member	18.12.2015
	Dr. Jyoti Mukhopadhyay	Member	18.12.2015
The nomination of Functional Directors on TC is on Ex-Officio basis.
Head of R&D shall function as Secretary to the Committee

5.6.4          The Committee can frame its own guidelines for conducting its meetings.

5.6.5          No meetings of the Technical Committee were held during the Financial Year 2015-?16.

5.7.1          Pursuant to the Guidelines issued by Dept. of Public Enterprises, during April, 2010, the Board constituted a Committee called as ?Corporate Social Responsibility Committee?. 

5.7.2          The committee recommended a policy to be pursued by the Company in the matter of its Corporate Social Responsibility and the same has been approved by Board of Directors.

5.7.3          The CSR activities of MIDHANI are carried out in line with the CSR policy of MIDHANI which is also available at the company website : www.midhani.gov.in

5.7.4          The Constitution of the CSR & SD Committee as per the above policy is as under:

S. No.	Name / Designation of the Directors	Status
	Chairman & Managing Director	Chairman
	Dr. Usha Ramachandra Part-time Non-Official Director	Member
	Director (Finance)	Member
	Director (Production & Marketing)	Member
5.	GM-HR	Permanent Invitee
6.	GM-ES	Permanent Invitee
The nomination of Functional Directors on CSR is on Ex-Officio basis.
Company Secretary shall function as Secretary to the Committee.

5.7.5          During the year 2015-?16, three (3) Meetings of CSR Committee were held, The average attendance of Directors for all the CSR Meetings during the financial year was 100%. The details are as under.

Attendance of Directors in Corporate Social Responsibility & Sustainable Development  Committee Meetings
Sl. No.	Date	Committee?s Strength	No. of Directors Present
	13.07.2015	3	3
	06.10.2015	3	3
	20.02.2016	3	3
Leave of absences were recorded at every Meeting in case of inability expressed by any Director due to unavoidable reasons
The Attendance of individual Directors is placed at: ANNEXURE: II (B)

5.8.1          In order to have effective planning, organizing, coordinating and controlling the day to day operations of Management, a Committee known as Management Committee (MC) was functioning since the year 1980. During the year 2003 the same was re-constituted as ?Corporate Management Committee? (CMC).

5.8.2          CMC plays important roles in resolving inter / intra departmental delays or bottlenecks and strives to achieve free flow of work at various levels within the organization.

5.8.3          The terms of reference to the Committee is given in

,

5.8.4          11 CMC meetings were held during the year 2015-16 under the Chairmanship of C&MD of the Company with the senior level functionaries of the Company i.e. Additional General Manger and above as its members.

5.8.5          The Committee normally meets twice a month with the Company Secretary acting as the Secretary of the Committee. 

6.1               The Code of Business Conduct & Ethics was revised by Department of Public Enterprises during April, 2010, while framing its guidelines relating to Corporate Governance, this was adopted by MIDHANI in respect of its Directors and Senior Level Executives. A brief summary of the same is enclosed as

6.2               The Directors and the Senior Executives have given declarations affirming the compliance with the code of conduct during the year under report.

6.3               A Certificate on such Compliance issued by CEO of the Company is  placed as a part of this report at  

(i)            During the year, there were no transactions of material and significant nature with the Shareholders, Directors or Senior Management personnel or their relatives that had potential conflict with the interest of the Company at large and attracting the provisions of Section 188 of the Companies Act, 2013, except salaries, fees, perquisites allowed and PRP as per extant rules of the Company.

(ii)          Disclosure of related party transactions as per Accounting Standard - 18, issued by the Institute of Chartered Accountants of India, is given in note no 26 of the notes forming part of Annual Accounts for 2015-?16.  All the transactions covered under related party transactions were fair, transparent and at arms? length and were pre-approved by competent authority nominated for this purpose.

(iii)         During the year, no penalties and strictures were imposed on the Company by any Statutory Authority on any matter related to any guidelines issued by Government.

(iv)        A formal Whistle Blower policy and Risk Management system is framed.    During the year under report no personnel have been denied access to the Members of the Audit Committee or its Chairman.

(v)          Presidential Orders were received in respect of appointment of Shri. I. V. Sarma, Dr. Jyoti Mukhopadhyay and Smt. Usha Ramachandra  as Part-time Non-official Directors on the Board of Mishra Dhatu Nigam Limited vide letter No. 20(11)/2013/MDN/D(NS-I) dt. 1

December, 2015 and Govt. of India, Ministry of Defence, Department of Defence Production, New Delhi vide letter No. 8(80)/2015-D(Coord/DDP) dt. 3March, 2016, has conveyed the appointment of Shri. Sanjay Garg as Government Director vice Smt. Kusum Singh on the Board of MIDHANI.

(vi)        There were no items of expenditure included in the Financial Statements which are personal in nature to any Member of the Board or Senior Management of the company except as permitted by the extant rules in force in the Company.

(vii)       There were no items of expenditure included in the Financial Statements which are incurred not for purposes of the business.  

(viii)     The Administrative and Office Expenses as a percentage of total expenses was 3.01% as compared to 2.82 % in the previous year and such percentage in respect of financial expenses was 0.42% when compared to 1.24 % in the previous year. 

(ix)        No extravagancy was found in the Expenditure on the part of the Board Members and Senior Management Personnel.

(x)          The deviation from Accounting Standards, if any, has been explained by the Directors in their report to shareholders.

8.1               The means of communication is friendly between the company and its Shareholders, Directors, Customers, Suppliers, other Associates and Stakeholders.

8.2               A factual report on the compliance of Corporate Governance Guidelines is being regularly furnished to the Administrative Ministry on quarterly basis.

8.3               A compliance report by a practicing Company Secretary regarding compliance of the Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010 issued by Dept of Pubic Enterprises is made part of this Report at

9.1               A separate report is enclosed at

*****

1.1               MIDHANI is a Public Sector Undertaking under the Administrative control of Dept. of Defence Production, Ministry of Defence, Government of India, incorporated on the 20

Day of November 1973. The main object of the company is to manufacture and process various grades, types, sizes of steels, titanium and super alloys in particular and other special metals and their alloys in the form of ingots, billets, forgings, rolled plates, sheets and strips, wires, tubes, and other sintered, fabricated shapes and forms required for aircraft, rockets, missiles, electronics, instruments, and allied industries in India or elsewhere either independently or in collaboration with others. 

1.2               MIDHANI has single manufacturing unit with Registered Office situated in Hyderabad in the State of Telengana and possess wide range of facilities recognized in metallurgical industry and produces wide variety of products applying varied state-of-art technologies and processes under one roof and is one of its kind in whole of Asia. MIDHANI aims at achieving self-reliance in the research, development, production and supply of strategic materials and products for critical and hi-tech engineering applications. 

1.3               The Company mainly caters to the needs of critical materials and alloys required by strategic sectors of our country like Defence, Space, Atomic Energy, Aeronautics etc. The products produced by MIDHANI are basically import substitutes which were denied to India by western world and their non-availability would have affected various prestigious National programs of the country. With the constant developments made over the years in various operational areas, by utilizing in-house R&D capabilities; your company indigenized various critical technologies, alloys and products which reduced dependence on imports of these critical materials.

2.1               The main operative Divisions/Departments of the company consisted of Production Planning & Control, Production Divisions, Technology, Methods & R&D Depts, Projects, Quality Control. The production function is optimally integrated to Material planning & procurement, Marketing, Finance and other logistic Divisions.

2.2              

MIDHANI continues to focus on carrying out improvements in operational processes and product improvements by putting in place, a robust monitoring model to achieve repeatable and predictable results. The necessity to fulfill the ever increasing demands for stringent specificational requirements of the Strategic customers of the Company provides the basic thrust and driving force to the organization to  suitably frame its policies and procedures in every sphere of organizational  activity to discharge its goal.

The SWOT analysis is given in

4.1               Presently majority of MIDHANI?s products cater to strategic sectors viz Ordnance Factories (OFB), Defence Research and Development Organization (DRDO) and applications of Air, Naval, Land Forces; Indian Space Research Organization (ISRO), Department of Atomic Energy (DAE), etc. In addition MIDHANI also supplies special alloys to commercial sector including Larsen & Toubro, Wallchandnagar etc., which also goes into Defence and Atomic energy sectors of our country.

4.2               The alloy wise performance in the turnover for the last 2 years is given hereunder:

GRADE	2015-2016	2014-2015
	Qty. (Tonnes)	Value (Rs. Crore)	Qty. (Tonnes)	Value (Rs. Crore)
Super alloys, Titanium Alloys and Special Stainless Steels, etc.,	5205	761.70	4732	655.70

The order book position stood at Rs. 1124 Cr. at the beginning of the year 2016-'17 and with the commissioning of the newly procured equipments, there will be a substantial improvement and enhancement of the supply level during the year 2016-17.

5.1               In an ambitious plan to become a global player in the field of Superalloys, Special Steels, Titanium and Titanium alloys and in an effort to supply finished components as against semis and mill forms, MIDHANI has embarked on an expansion phase augmenting, expanding and revamping its age old in-house production facilities with contemporary technologies available elsewhere in the world and also developing new applications for the existing products.

5.2               Under Phase-I an investment of around Rs.151Cr. was envisaged for revamping /upgrading /enhancing production capacities. Under Phase-II the main focus was to enhance Production capacities of equipment with additions at a cost of Rs. 205 Cr. Prominent among them were;  New 6000 T Forge Press with 20 T Manipulator with an estimated investment of Rs.140Cr.; Radial Axial Ring Rolling Mill with an estimated cost of Rs.40 Cr.; Establishment of a New Fastener Plant, R&D Building, Corporate Building & Administrative Building with an expected capital outlay of Rs. 32 Cr.; Installation of 20 Ton Electric Arc Furnace with Vacuum Degassing (VD) / Vacuum Oxygen Decarbursing (VOD) and Ladle Refining Furnace (LRF) at a cost of Rs. 30 Cr. under funding from OFB. Under Phase-III a major expansion program at an estimated investment of Rs. 432Cr. for setting up of balancing facilities funding coming from ASL, DRDO to the extent of Rs. 200 Cr. and Rs. 307 Cr. from OFB was envisaged and the work in respect of the same is at an advanced stage. Many future projects have been planned under phase-IV and company plans to diversify its product profile under phase-V.

6.1               The volatile nature of prices and non- availability of critical imported raw material in the International market coupled with unfavorable trend in exchange rates of Rupee Vs US$, play adversely on the competitive edge of the Company. The exact prediction of timing and the price at which most economic buying can be resorted to has become highly volatile.

6.2              

Ensuring timely deliveries has been the main area of attention of Management. In order to expedite deliveries and cut down the incidence of contractual penalties and damages for delayed deliveries; strategic decisions like outsourcing of some of the company's operations to premier institutions were resorted to in the non-core area of functioning of the Company wherever such facilities are cost effective and quicker.

7.1               The company has put in place all required internal controls and systems to meet all the canons of financial propriety.  External Audit firms who were engaged to carry out internal audit,  continue their  efforts to  ensure  adequacy  of such systems, controls and  report  thereon which were subjected to periodical  review by Audit Committee appointed by Board.

8.1              

                                                                               

Sl. No.	Particulars	2015-16	2014-15	2013-14
I	LIABILITIES
a)	(i) Paid Up Capital	187.34	187.34	187.34
	(ii) Share Application Money	-	-	-
	(iii) Reserves and Surplus	389.22	313.81	257.79
b)	Loan Funds	9.78	14.34	18.18
c)	Deferred Taxes	22.51	15.47	6.43
d)	(i) Current Liabilities & Provisions	349.47	505.59	668.70
	(ii) Non-Current Liabilities	94.62	77.35	211.40
	(iii) Long Term Provisions	0.66	0.56	0.49
	TOTAL	1053.60	1114.46	1350.33
II	ASSETS
e)	Net Block	262.96	244.28	115.48
f)	Capital Work in Progress	6.69	9.44	117.93
g)	Investments	2.10	2.10	2.10
h)	(i) Long term loans and advances	0.15	1.60	1.39
	(ii) Non-Current Assets	-	-	0.01
i)	Current Assets, Loans and Advances	781.70	857.04	1113.42
	TOTAL	1053.60	1114.46	1350.33
j)	Working Capital	432.24	351.45	444.72
k)	Capital Employed	695.20	595.73	560.20
l)	Net Worth	576.56	501.15	445.13
m)	Net worth per rupee of paid up capital (Rs.)	3.08	2.68	2.38

8.2              

Sl. No.	Particulars	2015-16	2014-15	2013-14
1	Sales  - To Customers (Incl. ED)	761.70	655.70	562.71
	Sales ? Export	-	-	-
2	Value of Production (Incl. ED)	723.73	648.37	572.26
3	Cash Profit (Excl prior period items)	173.45	148.23	126.34
4	Profit Before Tax	159.93	138.51	121.44
5	Net Profit (PAT)	118.03	102.13	82.46
6	Value Added	478.83	436.41	376.19
7	Value added per employee	0.6235	0.5220	0.4161
8	Productivity per employee	0.9424	0.7756	0.6330
9	Value added per direct worker	1.506	1.327	1.048
10	Paid up Capital	187.34	187.34	187.34
11	Share Application Money	-	-	-
12	Capital Employed	695.20	595.73	560.20
13	Net Worth	576.56	501.15	445.13
14	Working Capital	432.24	351.45	444.72
15	No of Employees	769	836	904

S. No	Particulars	2015-16	2014-15	2013-14
A.	Liquidity Ratios
	Current Ratio	2.24	1.70	1.67
B	Profitability Ratios
a)	Profit Before Tax to
	i) Capital Employed (%)	23.00	23.25	21.68
	ii) Net worth (%)	27.74	27.64	27.28
	iii) Sales (%)	21.00	21.12	21.58
b)	Profit After Tax to Equity (%)	63.00	54.52	44.02
c)	Earnings Per Share (in Rupees)	630.04	545.15	440.18

9.1               The total permanent manpower strength of MIDHANI as on 31.3.2016 is as under:

Gender	Non-Executives	Non-Unionized Supervisors	Executives	Total
Male	419	82	202	703
Female	37	3	26	66
Total	456	85	228	769
Total as on 31.03.2015	489	105	242	836

9.2               The rational distribution of man power between Administration and Production Depts., and between non-executives and executives, optimum degree of automation in operations are some of the areas that received focused attention during the year under report. Departmental transfers for 79 employees were made during the year under review.

9.3               Considering the age mix of the employees, and the major natural separations taking place in the year under report and also during the years to come, your Company is aware that it needs to focus its attention in re-deployment and fresh induction of contemporary skills and expertise from the market. Accordingly, 31 lateral recruitments and 9 fresh inductions across various grades were made during the year under review.

9.4              

9.4.1          The total expenditure incurred on the Employees remuneration for the year 2015-16 was Rs. 93.13 Cr. as against previous year expenditure of Rs. 95.14 Cr. The details are :

S. No	Particulars	2015-2016	2014-2015
	Salaries and Wages	6222.18	6527.81
	Cont. to Provident Fund & EPS	544.66	571.14
	Gratuity	815.13	79.82
	Leave Encashment	180.89	298.73
	Staff Welfare Expenditure (Net)	1304.94	1784.08
	Leave Salary & Pension Contribution	245.04	252.59
	TOTAL	9313.14	9514.17

9.4.2         

(i)         The Official Directors on the Board of the Company are not entitled to any salary, perquisites allowances, bonuses, stock options, pensions, Performance Related Pay (PRP) etc. at the expense of the company.

(ii)       The Part-time Non-official Directors on the Board of the Company are not entitled to any remuneration except sitting fees for attending meetings of the Board or its committees thereof at Rs.15,000/- (Rupees Fifteen Thousand only) per meeting (including its adjournment for next day) They were also reimbursed TA/DA expenses for attending the Meetings of the Board or its Committees.

(iii)      The Remuneration of Functional Directors of the Company                is approved by President of India with detailed terms and conditions of appointment, under the provisions of Articles of Association of the Company. They were paid remuneration during the year 2015-16 as shown below:

No.	Remuneration to Functional Directors	Amount (Rs. Lakh)
2015-16	2014-15
1.	Salaries and Wages	94.36	115.85
2.	Cont. to Provident Fund & EPS	5.49	6.65
3.	Gratuity	9.75	10.00
4.	Leave Encashment	17.77	2.48
5.	TOTAL	127.37	134.98

(iv)     No Member of the Board of the Company is entitled for any severance fees, stock option entitlements from the Company.

                MIDHANI as a corporate citizen has been discharging its social responsibilities by undertaking activities listed out in its CSR & SD policy viz. various welfare measures like community development, pollution control and eco-friendly measures. MIDHANI has keenly taken steps to implement its Corporate Social Responsibility as mandated under section 135 of Companies Act 2013 and also as per the guidelines received from Dept. of Public Enterprises on the subject in its true letter and spirit.  The guidelines envisaged earmarking of separate budget for these activities with the main object of developing company specific social responsibility strategies both in long term, medium term, short term, with inbuilt mechanism for monitoring and accountability.

Dr. Jyoti Mukhopadhyay is a visiting professor at Department of Materials Science and Engineering at Indian Institute of Technology, Gandhinagar. He is an Engineering Graduate from Calcutta University, Master of Engineering from Roorkee University, Presently, known as Indian Institute of Technology, Roorkee and Ph.D. in Materials Science and Engineering from Indian Institute of Technology, Bombay. He has also served as Director of Jawaharlal Nehru Aluminium Research Development and Design Centre falling under Ministry of Mines, Government of India for over 8 years.  He was also awarded as the "Metallurgist of the Year - 2001? by Ministry of Steel, Government of India.

Shri. I. V. Sarma, an Electronics & Communications engineer with MBA from FMS, Delhi has experience of over 38 years in the Electronics industry in India. His experience covers a number of functions including R&D, Manufacturing, Domestic and International business development, Project Management, Offsets Management, Strategic Planning, Setting up of factories, and formation of JVs.  . Shri. Sarma was Director (R&D) in Bharat Electronics Ltd (BEL), a Navratna PSU, in the business of Defence Electronics, for over four years. He headed three units of BEL before becoming Director on its Board. He was also on the Board of BEL Optronics devices Ltd.  Shri. I. V. Sarma was Chair of IRSI (International Radar Symposium of India) and Co-chair of EWCI.  He is also a member of the advisory committee of Project Management Institute and Research committee of LRDE.  He is also a Fellow of IETE.

Dr. Usha Ramachandra, Ph D (Economics), University of Hyderabad is Professor and Chairperson, Energy Area and currently the Dean of Training Programs at the Administrative Staff College of India, Hyderabad. She has worked extensively on infrastructure regulation and restructuring, particularly that of the power sector. She has been a resource person for capacity building and technical assistance in the South Asia region particularly in Bhutan, Sri Lanka, Bangladesh and Pakistan.

Shri. Sanjay Garg, M.Tech in Production Engineering from Indian Institute of Technology, Delhi is a senior officer of the Indian Administrative Service (IAS). He is presently posted as Joint Secretary in Department of Defence Production, Ministry of Defence, South Blk., New Delhi. He handles all issues related to private sector investment in the Defence production sector, policy issues related to export of Defence equipments, Foreign Direct Investments, Industrial Licensing, Defence Capital Procurement, etc. He examines and responds to all enquiries related to Make in India campaign in Defence production sector, International cooperation with various countries in the area of Defence production through technology transfer, co-development or co-production and is also in-charge of all domestic & international Defence exhibitions. Before joining Ministry of Defence, he has also worked in Ministry of Finance and Ministry of Industry of Government of India. At the State/Province level he has worked in the States of Kerala and Chhattisgarh in various positions of District Administration and also as Head of significant Departments in the respective States.

								ANNEX-II (A)
DETAILS OF THE MEETINGS HELD DURING THE YEAR AND THE ATTENDANCE OF  DIRECTORS THEREOF
		BOARD	AUDIT  COMMITTEE	GENERAL  MEETINGS*
Sl. NO	NAME & DESCRIPTION OF DIRECTOR	NUMBER  OF MEETINGS OUGHT TO HAVE BEEN ATTENDED	NO OF MEETINGS ATTENDED	NUMBER  OF MEETINGS OUGHT TO HAVE BEEN ATTENDED	NO OF MEETINGS ATTENDED	NUMBER  OF MEETINGS OUGHT TO HAVE BEEN ATTENDED	NO OF MEETINGS ATTENDED
	Shri.  M Narayana Rao	4	4	NA	NA	NA	NA
	Dr. D. K. Likhi-C&MD	3	3	NA	NA	1	1
	Dr. D.K. Likhi-D(P&M)	4	4	3	3	NA	NA
	Mrs. Kusum Singh	6	6	3	3	1	A
	Shri. Sanjay Garg	1	1	NA	NA	NA	NA
	Shri. B.G. Raj	7	7	4	4	1	1
	Dr. Amol Gokhale	2	2	1	0	NA	NA
	Dr. Jyoti Mukhopadhyay	2	2	1	1	NA	NA
	Shri. I. V. Sarma	2	2	1	1	NA	NA
	Dr. Usha Ramachandra	2	2	1	1	NA	NA
	Permanent special  Invitee Shri. P. K. Kataria	5	3	2	2	NA	NA
*Annual General Meeting held on 22.09.2015 where in representative of President of India  was  present
Leave for absences  for  the Directors were  recorded at every  Meeting in case of their inability to attend due to unavoidable reasons
C&MD is not a member of Audit Committee and hence attendance part is not applicable to him.

							ANNEX-II(B)
DETAILS OF THE MEETINGS OF COMMITTEES OF BOARD HELD DURING THE YEAR AND THE ATTENDANCE OF THE DIRECTORS THEREOF
	PROCUREMENT	CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
COMMITTEE
S. NO	NAME & DESCRIPTION OF DIRECTOR   Shri/S	NUMBER  OF MEETINGS OUGHT TO HAVE BEEN ATTENDED	NO OF MEETINGS ATTENDED	NUMBER  OF MEETINGS OUGHT TO HAVE  BEEN ATTENDED	NO OF MEETINGS ATTENDED
	M. Narayana Rao	5	4	1	1
2)	Dr. D. K. Likhi C&MD	7	7	2	2
3)	Dr. D.K. Likhi Director (P&M)	5	5	1	1
4)	B. G. Raj	12	11	3	3
5)	Dr. Usha Ramachandra	1	1	1	1
Leave for absences for the Directors were recorded at every Meeting in case of their inability to attend due to unavoidable reasons.

1)      At any point of time the Audit Committee shall consist of a minimum of three directors with independent directors forming a majority.

2)      Audit Committee shall have Minimum three directors as members and two-third of its members shall be Independent Directors, provided that majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement and at least one member shall have expertise in accounting and financial management.

3)      The meetings of Audit Committee shall always be chaired by an Independent Director.

1)      The Audit Committee shall meet at least

times during any financial year and not more than four months shall elapse between two meetings.

2)      A minimum of two Independent Directors shall be the quorum for any meetings of the Audit Committee so conducted.

1)      Overseeing the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2)      Audit Committee shall be responsible for reviewing with the management and ensuring that the company?s quarterly financial statements, annual financial statements declared by

/CFO [C&MD/D(F)] and audits are in compliance with applicable laws, regulations, and company policies before submission to the Board for approval.

3)      The Committee shall provide an open avenue of communication between the independent auditor, internal auditor and the Board of Directors.

4)      Reviewing, with the management, the annual financial statements and Auditor?s Report before submission to the Board for approval, with particular reference to:

a)   Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of section 134 (3) (c) of the Companies Act, 2013;

b)   Changes, if any, in accounting policies and practices and reasons for the same;

c)    Major accounting entries involving estimates based on the exercise of judgment by management;

d)   Significant adjustments made in the financial statements arising out of audit findings;

e)   Compliance with legal requirements relating to financial statements;

f)    Disclosure of any related party transactions; and

g)   Qualifications in the draft audit report.

5)      Recommend to the Board for appointment, remuneration and terms of appointment of auditors of the company.

6)     

(i)      The Committee shall establish and recommend to the Board a vigil mechanism for directors and employees to report genuine concerns with regard to the operations of the company.

(ii)    The Committee shall provide for adequate safeguards against victimization of persons who use such mechanism and shall make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

(iii)   The Committee shall ensure that the vigil mechanism so established and approved by the Board shall be disclosed by the company on its website and also in the Board's report.

7)      The Committee shall review the functioning of the Whistle Blower Mechanism.

8)     

The Committee shall recommend to the Board for appointment of Cost Auditor along with remuneration, the remuneration recommended by the Audit Committee shall be considered and approved by the Board and ratified subsequently by the shareholders.

              I.      The Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

            II.      The Committee shall have authority to investigate into any matter in relation to its functions or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

          III.      The Committee shall provide the Auditors and the key managerial personnel of the company a right to be heard in the meetings of the Audit Committee when it considers the auditor's report but shall not provide the right to vote.

          IV.      The Committee shall ask for the disclosure of its composition in Board's report and also to disclose in such report along with the reasons thereof where the Board had not accepted any recommendation of the Audit Committee.

            V.      The Committee shall be empowered to summon and seek information from any employee of the CPSE at any given point of time.

          VI.      Review and monitor the auditor's independence and performance, and effectiveness of audit process and shall also have powers to strengthen auditor independence by mitigating conflicts of interest.

        VII.      The Committee shall review and pre-approve all related party transactions in the company. For this purpose, the Audit Committee may designate a member who shall be responsible for pre-approving related party transactions.

      VIII.      The Committee can conduct scrutiny of inter-corporate loans and investments, Valuation of undertakings or assets of the company, wherever it is necessary and also carry on review and evaluation of internal financial controls and risk management systems.

          IX.      The Committee shall have powers to monitoring the end use of funds raised, if any, through public offers and related matters.

            X.      All information regarding appointment and/or removal of Chief Internal Auditor shall be placed before the Audit Committee.

          XI.     

(i)        

a)      Reviewing, with the management, performance of internal auditors (external firms) and adequacy of the internal control systems.

b)      Reviewing the adequacy of internal audit (in house) function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of such audit.

c)       Discussion with internal auditors on any significant findings and follow up thereon.

d)      Recommending to the Board the fixation of fees for Internal Auditors for Audit and other services if any.

(ii)      

a)      Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

b)      Discussion with Statutory auditors on any significant findings and follow up thereon.

c)       Review with the independent auditors the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, and the effective use of all audit resources.

d)      Recommending to the Board the fixation of Statutory Audit fees.

e)      Approval of payment to statutory auditors for any other services (other than audit) rendered by them.

(iii)     

To review the follow up action on the audit observations of the C&AG audit.

(iv)     The Committee shall consider and review the following with the management, internal auditor and the independent auditor:

a)      Significant findings during the year, including the status of previous audit recommendations

b)      Any difficulties encountered during audit work including any restrictions on the scope of activities or access to required information.

(v)       The Committee shall consider and review the following with the independent auditor and management:

a)      The adequacy of internal controls including computerized information system controls and security, and

b)      Related findings and recommendations of the Independent auditor and internal auditor, together with the management responses.

        XII.      Reviewing the findings of any internal investigations by the internal auditors/ statutory auditors/ other agencies into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

      XIII.      To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

      XIV.      To review the follow up action taken on the recommendations of Committee on Public Undertakings (COPU) of the Parliament.

The term shall have the same meaning as contained in the Accounting Standards 18, Related Party Transactions, issued by the Institute of Chartered Accountants of India.

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[Presently, the Chairman of the Audit Committee or another independent Part-time Non-Official Independent Director who is a member of the Audit Committee, have  been designated as person(s) responsible for according prior approval for related party transactions (AS-18) as contemplated under DPE guidelines.]

?    The Committee shall have the powers of Board to deal with all cases of Procurement of Raw Materials, Consumables and other revenue items beyond the delegated powers of Chairman & Managing Director.

?    In respect of Capital items, the Committee shall have full powers of the Board, provided AoN (i.e. Acceptance of Necessity) was approved by the Board, any deviation from the original approvals shall require fresh approval of the Board.

?    The Terms of reference to the committee is as under:

?  To consider  and clear the Procurement Proposals beyond the delegated powers of Chairman & Managing Director as per delegation of powers approved by Board, subject to adhering to the due process laid down in the Purchase Policy & Procedures in vogue in the Company.

?  To consider and approve such other Procurement proposals as may be entrusted by the Board from time to time.

?  To study and recommend to Board the Policies & Procedures  to be followed  by the Company in the matter of Procurement of materials and equipment including the recommendation to Board for approval of Purchase manual.

?  To consider and advise Board on matters relating to e-procurement.

?  To consider and advise Board on the matters relating to CVC Guidelines/ MoD instructions.

?  The C&MD of the Company shall act as Chairman of the Committee and in the absence of the Chairman; the members present may elect the Chairman and conduct the proceedings. The proposals approved by the Committee shall be put up to Board at its next meeting for information.

?    The Committee shall consider all relevant issues contained in DPE OM dt. 26.11.2008 relating to Variable Pay or Performance Related Pay.

?     To develop a robust and transparent Performance Management System, adopting a "Bell Curve Approach? in grading the officers so that not more than 10% to 15% executives are "Outstanding/Excellent".  Similarly 10% of Executives should be graded as "Below Par"

?    Every year, RC will recommend the PRP as per the defined rules.

?    The Committee can frame its own guidelines for conducting its meetings.

?    To review and make suggestions  to Board of Directors in respect of Policy matters relating to both Executives (including Non-Unionized Supervisory Cadre) and Non-Executives in respect of the following matters:            

?  Creation /abolition of Posts - fixing optimum man power strength.

?  Changes in the Organization Structure , Designations , allocation of functions

?  Recruitment  Rules and Procedure

?  Service conditions like Leaves, TA&DA, Medical, LTC etc.

?  Salary / Wage structure - Scales of Pay- Increments and other related matters.

?  Perquisites and Allowances, Bonus , Performance and Productivity Related  Incentive Schemes

?  Retirement benefits and plans

?  Creation and Maintenance of Provident Fund, Gratuity Fund, Pension Fund etc.

?  All Welfare Schemes including Canteen, School, Transport, Awards/ Rewards, Ex-gratia, Gifts and other benefits including facilities to be extended after retirement

?  Maintenance of Town Ship and Estate Matters

                 

?    To review and make suggestions  to Board of Directors in respect of Policy matters relating to both Executives  including (Non- Unionized Supervisory Cadre) and Non- Executives.

?  Career Development Plans including Training & Development Programs - Engagement of GETs / MTs and the Schemes relating to them.

?  Framing up of Conduct, Discipline and Appeal (CDA) Rules and Standing Order as applicable.

?  Review and make suitable recommendations to Board in respect of Disciplinary proceedings / reports / actions taken and/or to be taken

?  Introduction of Voluntary Retirement, Compulsory Retirement and other Separation Schemes.

?  Vigilance and Security related issues.

?  Trade Unions, Officers / Supervisors Associations

 

?    Recommending to Board of Directors regarding grant of donations to charitable and other funds on account of natural calamities.

?    The Committee can frame its own guidelines for conducting its meetings.

?    Overseeing of the company?s technological competitiveness (current and future) in line with the business strategy.

?    Guiding research & technological plan of the company.

?    Guiding operational strategy of the company with particular reference to (a) new product development (b) new market development (c) new diversification projects (d) technologic alliances

?    To advise the Board in relation to framing of risk management policy in the Company

?    Guide and reviewing the academic industry interface for leveraging basic knowledge in the area of technology.

?    Guiding the Company for development of new technologies in the area of product and process including, Intellectual Property Right Management (IPRM)

?    Guiding the company to create the centre of excellence in R&D for special steels, super alloys and titanium alloys.

?  The subjects for deliberation / discussions at the meeting, inter-alia include:

a)      Review of Production/major Projects and Financial Performance and Marketing Operations;

b)      Ways and means of cash flows in the organization;

c)       Employee relations resolving  personal grievances;         

d)      Systems improvements;

e)      Improving inter-departmental; inter- functional co-ordination and resolving inter-departmental and intra-departmental bottlenecks, if any.

1.1              

1.1.1          This principle concerning the quality of life of all people, affirms an obligation to protect fundamental human rights and to respect the diversity of all cultures. We must attempt to ensure that the products of our efforts will be used in socially responsible ways, will meet social needs and will avoid harmful effects to health and welfare of others. In addition to a safe social environment, human well being includes a safe natural environment.

1.1.2          Therefore, all Board members and Senior Management who are accountable for the design, development, manufacture and promotions of company's products, must be alert to, and make others aware of, both a legal and a moral responsibility for the safety and the protection of human life and environment.

1.2              

1.2.1          Integrity and honesty are essential components of trust. Without trust an organization cannot function effectively.

1.2.2          All Board Members and Senior Management are expected to act in accordance with highest standards of personal and professional integrity, honesty and ethical conduct, while conducting business of the Company.

1.3              

1.3.1          The values of equality, tolerance, respect for others, and the principles of equity, justice govern this imperative. Discrimination, on the basis of race, sex, religion, caste, age, disability, national origins or other  such factors, is an explicit violation of this Code

1.4              

1.4.1          The principle of honesty extends to issues of confidentiality of information. The ethical concern is to respect all obligations of confidentiality to all stakeholders unless discharged from such obligations by requirements of the law or other principles of this Code.

1.4.2          All Board Members and Senior Management, therefore, shall maintain the confidentiality of all confidential unpublished information about business and affairs of the Company.

1.5              

1.5.1          To strive continuously to bring about integrity and transparency in all spheres of the activities.

1.5.2          Work unstintingly for eradication of corruption in all spheres of life.

1.5.3          Remain vigilant and work towards growth and reputation of the Company.

1.5.4          Bring pride to the organization and provide value-based services to Company's stakeholders.

1.5.5          Do duty conscientiously and without fear or favour

2.1              

               

                For quick reference MISSION is under:

A.     

To achieve self-reliance in the Research, Development, Manufacture and Supply of Critical Alloys and products of National Security and Strategic importance.

B.       

a)      Zeal  to excel and zest for change

b)      Integrity and fairness in all matters

c)       Respect for dignity and potential of individuals

d)      Strict adherence to commitments

e)      Ensure speed of response

f)       Foster learning, creativity and team-work

g)      Loyalty and pride in the Company.

2.2              

Excellence is perhaps the most important obligation of a professional. Everyone, therefore, should strive to achieve the highest quality, effectiveness and dignity in their professional work.