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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of M M Forgings Ltd.

Mar 31, 2025

The Directors have the pleasure in presenting the 79^th Annual Report and the audited accounts
of the Company for the year ended 31 March 2025.

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2025

S. No.	Particulars	2024-25		2023-24
1.1	Forging sales		1,46,271.25		1,51,113.63
1.2	Other Operative Income		1,424.69		1,594.65
1.3	Other Income		2,954.83		2,537.52
1.4	Total Income		1,50,650.77		1,55,245.80
1.5	Profit / loss before Depreciation, Finance Costs and Tax Expense (EBITDA)		32,366.67		31,377.22
1.6	Profit before Exceptional items and Tax		17,992.35		19,871.57
1.7	Exceptional items/extraordinary items		5.66		71.02
1.8	Profit before tax		17,998.01		19,942.59
1.8	Tax
	For current year	3,500.00		4,724.00
	Relating to previous years	18.08		122.47
	Deferred Tax / MAT credit	850.00	4,368.08	550.00	5,396.47
1.9	Profit after Tax		13,629.93		14,546.12

2. DIVIDEND AND FINANCIAL RESULTS

S. No.	Particulars	2024-25	2023-24
2.1	Profit after Tax	13,629.93	14,546.12
2.2	Balance in P & L Account	419.73	204.87
2.3	Profit available for appropriation	14,049.66	14,750.99
2.4	Transfer to General Reserve	12,000.00	12,400.00
2.5	Proposed Dividend	1,931.26	1,931.26
2.6	Balance carried forward	118.40	419.73

The Directors at their meeting held on 24 May 2025 recommended a final dividend of ?4/- per
share (40%) on 4,82,81,600 equity shares of face value of ?10/- each, absorbing a sum of
?19.32 cr. subject to the approval of the shareholders. The dividend pay-out is in accordance
with the Company''s Dividend Distribution Policy.

3. SHARE CAPITAL

During the year, the Company has increased its Authorized share capital from
?39,00,00,000 divided into 3,90,00,000 Equity Shares of ?10/- to ?51,00,00,000 divided
into 5,10,00,000 Equity Shares of ?10/-.

To commemorate its 50 years of forging excellence, the Company has, for the fourth
time in its history, issued and allotted bonus shares at a ratio of 1:1 in the month of
July 2024. Accordingly, the Paid-up capital of the Company has increased to
?48,28,16,000 which is divided into 48281600 Equity Shares of ?10/- each.

4. HIGHLIGHTS OF THE COMPANYâS OPERATIONAL PERFORMANCE

4.1. The Total Revenue for the second consecutive year has crossed ?1,500 crore.

4.2. Operating EBITDA for the second time has crossed ?300 crores and stands at
?324 crores as against ?314 crores, thereby improved by 3% over the last year.

4.3. Export sales stand at ?562 crores contributing 38.5% of overall sales as against 37.3%
on overall sales during FY24. Domestic sales stand at ?900 crores.

4.4. The Company remains a net earner of foreign exchange. The net foreign exchange
earnings for the current year amounted to ?338.46 crores.

4.5. The Company has procured 16500 Ton Hot Forging Mechanical Press, the largest of its
kind in the world.

4.6. The Company has retained its ISO 9001 and TS 16949 Certification for its Quality
Management.

4.7. To commemorate the golden jubilee year of forging excellence, the Company had issued
and allotted a 1:1 bonus issue of shares, during July 2024.

4.8. Considering the enhanced paid-up capital, the Board has recommended a final dividend
of ?4 per share with same dividend pay-out as in FY24. Dividend payment is subject to
approval of shareholders.

5. SCHEME OF AMALGAMATION OF WHOLLY OWNED SUBSIDIARY WITH
THE COMPANY

5.1. Amalgamation of Cafoma Autoparts Private Limited with the Company:

Pursuant to a Scheme of Amalgamation under Section 230 to 232 of the
Companies Act, 2013 (Scheme) the Companyâs wholly owned subsidiary viz., Cafoma
Autoparts Private Limited (Cafoma) has amalgamated with the Company. The Scheme
received approval from the NCLT, Chennai Bench on 3 May 2024. The Appointed Date
for the said amalgamation was 1 April 2023 and the Effective Date pursuant to the
regulatory filing with the Ministry of Corporate Affairs was on 27 May 2024.

5.2. Amalgamation of DVS Industries Private Limited with the Company:

The Board of Directors of the Company at their meeting held on 3 February 2025 had
approved the scheme of amalgamation of DVS Industries Private Limited (DVS),
a wholly owned subsidiary of the Company with the Company. The appointed date of
amalgamation is fixed as 1 April 2024.

In accordance with Regulation 37(6) of the Listing Regulation, the Company has notified
the Stock Exchanges about the approval of the scheme of amalgamation by the Board
for disclosure purposes. The Company has submitted the required application to the
Honourable National Company Law Tribunal (NCLT), Chennai and is currently
awaiting further instructions from the NCLT.

Consequent to the approval of the scheme by NCLT, the investments in the share capital
of the Transferor Company held by and appearing in the books of account of the
Company shall stand cancelled. All the assets, liabilities, employees, contracts, etc.,
except paid up share capital of DVS will be transferred to the Company and DVS shall
be dissolved, without winding up.

Given the appointed date of amalgamation as 1 April 2024, the financial statements of
DVS for FY25, will be merged into the Company''s financial statements upon obtaining
the final order of the NCLT, and the combined / merger standalone financials of the
Company for FY25 will be presented from the quarter ended financial reporting,
following the issuance of the order by the NCLT.

Further, upon approval of amalgamation by the NCLT, the authorized share capital of
DVS will be consolidated with the Company which will result in an increase in the
authorized share capital of the Company by ?2,50,00,000.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

Economic Overview - Global

The global economy has shifted from a period of resilient growth and declining inflation
to a more uncertain path. After a succession of adverse shocks in recent years, the global
economy is facing another substantial headwind, with increased trade tension and
heightened policy uncertainty. Currently, the global economy is undergoing a slowdown,
with growth projected to decline from 3.3% in 2024 to 2.9% in both 2025 and 2026. This
deceleration is being driven by several interrelated factors, including substantial barriers
to trade, tighter financial conditions, reduced business and consumer confidence, and
increased ambiguity in policy.

The emerging market and developing economies are anticipated to grow by 3.7%
whereas, the advanced economies will grow by 1.4% in 2025. The tariff taxation
measures implemented by the U.S. government are contributing to significant turmoil in
global trade, while the rapid escalation of trade tensions and exceptionally high levels of

policy uncertainty are expected to further suppress global economic activity.
Furthermore, the pervasive rise in sovereign debt, geopolitical uncertainties, and the
impact of technological advancements will persist in influencing the global growth path
in the years ahead.

Global headline inflation is expected to decline to 4.3% in 2025 and to 3.6% in 2026.
Annual headline inflation in the G20 economies is collectively expected to moderate
from 6.2% to 3.6% in 2025 and 3.2% in 2026. The Outlook highlights a range of risks,
starting with the concern that further trade fragmentation, including new tariff hikes and
retaliatory actions, could intensify the growth slowdown and trigger significant
disruptions in cross-border supply chains.

Businesses across globe must remain vigilant and adopt adaptable, dynamic operational
frameworks to effectively navigate shifting economic landscapes. Embedding resilience
into business strategies is essential for sustaining consistent performance amid ongoing
uncertainty. A strong focus should be placed on policies to reinvigorate business
investment, innovation and productivity.

At the macroeconomic level, accelerating supply-enhancing reforms can help ease
inflationary pressures, reduce debt burdens, and steer economies toward higher growth
trajectories reminiscent of the pre-pandemic era, while promoting convergence toward
higher income levels. Furthermore, international collaboration is vital to address the
challenges of geo-economic fragmentation, advance climate change mitigation efforts,
support the global transition to renewable energy, and facilitate the restructuring of
sovereign debt.

India remains the fastest-growing major economy, with GDP expected to exceed 6%,
driven by manufacturing, IT services, and domestic consumption. Indiaâs GDP has
witnessed a remarkable transformation over the past decade. The International Monetary
Fund (IMF) has projected India''s GDP growth at 6.2% for 2025, underlining the country''s
strong economic fundamentals and resilience amid global headwinds. Real GDP is
projected to grow by 6.5% in 2026 and 2027, reflecting sustained economic momentum.

Private consumption will gradually strengthen, driven by rising real incomes that are
helped by moderate inflation, recent tax cuts and a strengthening of the labour market.
On the infrastructure front, India has substantially increased public investment, reflected
in higher allocations in the Union Budget, aimed at boosting connectivity, job creation,
and long-term growth potential. Investment will be supported by declining interest rates
and substantial public capital spending, but tariff increases and broader trade tensions
may damp investor sentiment, particularly in export-oriented sectors.

While inflationary pressures have resurfaced, robust agricultural output and proactive
government interventions aimed at strengthening the food supply chain are likely to keep
inflation within a manageable range, though still above the RBIâs comfort threshold.
Inflation may ease early next fiscal year, and we expect inflation to slowly revert to the
central bankâs target of 4% from early next year and remain within range over the
forecast period. Headline inflation is projected to average 4.1% in FY2025-26 and 4%
in FY2026-27.

India faces significant challenges in FY25, including global economic slowdown,
geopolitical tensions, volatility in oil and commodity prices, climate risks, and the
ongoing transition toward sustainability. However, backed by strong economic
fundamentals, proactive government initiatives, and sustained policy momentum, the
country remains on track to achieve its goal of becoming a $5 trillion economy in the
coming years.

Automotive Industry:

The automotive sector is one of the most important and rapidly developing sectors in the
economy. However, the automotive industry faced significant challenges due to adverse
macroeconomic conditions during FY25. High interest rates and tighter credit in major
markets like US and Europe led to reduced consumer demand, especially in the mass
market segment.

The Indian automotive industry comprises several segments, including passenger
vehicles, commercial vehicles, two-wheelers, and three-wheelers, etc., The Indian
automotive industry is a significant contributor to the country''s economy, accounting for
approximately 7.1% of the GDP and employing millions of people directly and
indirectly. It is a major manufacturing sector and a key player in the global automotive
landscape.

The India forging market reached $5.2billion in 2024 and is expected to expand to
around $10.2 billion by 2033, at a 7.7% CAGR over 2025-2033. India remains the fourth
largest manufacturer of commercial and passenger vehicles in the world.

The worldwide automotive sector is presently undergoing a substantial transformation
and expansion, driven by multiple factors influencing its general perspective. Although
the industry encounters challenges such as supply chain disruptions and economic
uncertainties, it is also reaping the benefits of technological progress and a rising
consumer appetite for electric vehicles and luxury automobiles.

India''s automotive market is growing due to rising incomes, urbanization, and greater
consumer purchasing power positioning itself as a global automotive hub with a
promising future. Conversely, the increased tariff risks, global disruption of supply
chains, availability of raw material, changing consumer behaviour, and rising
geopolitical tensions continue to pose significant risks and challenges to the growth of
the automotive industry.

Government initiatives like the Production Linked Incentive (PLI) scheme are
encouraging investment in the EV sector. The industry is also emphasizing emission
reduction and the adoption of advanced technologies such as connectivity and smart
mobility.

Electric vehicle (EV) adoption is set to accelerate, fuelled by advancements in battery
technology, greater affordability, and rising demand for sustainable mobility.
Government initiatives and growing consumer interest are expected to drive strong
growth in the EV segment, though the development of robust infrastructure such as
charging stations and better road networks remains critical to supporting this expansion.

Market segments outlook
Key segment analysis:
Commercial Vehicles (CV)

The commercial vehicle (CV)
industry in 2025 is experiencing a
mix of growth and challenges.
While some segments are seeing
increased sales, others are facing
declines due to factors like

economic conditions and regulatory changes. Overall, the industry is undergoing a
transition, with a growing emphasis on electric and hybrid vehicles and a shift in Original
Equipment Manufacturers (OEM) dynamics.

India''s domestic CV industry is expected to register a 0-3% YoY growth in wholesale
volumes in FY2026, following a couple of years of flattish volumes. Growth is expected
to be driven by an improving economic environment, coupled with resumption of
construction and infrastructure activities after the general elections, and replacement
demand due to ageing fleets and government mandates.

The key drivers contributing to the growth and expansion of the CV market in India
include strong replacement demand, better financing options, growing economy,
infrastructural development and improving road connectivity. The CV Industry in India
is also undergoing tough challenges including volatile raw material and fuel prices,
global supply chain disruptions, increasing interest cost, reduction in export market.

The export market for CV in 2025 is exposed to several risks, including potential
production disruptions stemming from rare earth element shortages, escalating
geopolitical tensions, and the evolving landscape of tariffs and trade policies. In addition,
shifting demand patterns in major automotive markets and increasing pricing pressures
pose further challenges to sustained growth and profitability.

The truck segments faced headwinds, as Medium & Heavy Commercial Vehicles
(MHCV) trucks and Light Commercial Vehicle (LCV) trucks experienced declines of
4% and 3% YoY, respectively, attributed to trade disruptions and high financing costs.
Although the overall truck segment has seen a minor decrease, the demand for freight
movement has been adequately met with fleets transitioning to higher Gross Vehicle

Weight (GVW) vehicles. The growing network of highways and expressways is
significantly contributing to the reduction of logistics costs and improving regional
connectivity, which positively impacts the performance of this segment.

In the Indian market, there has been a decrease in commercial vehicle (CV) sales, while
passenger vehicle (PV) sales have experienced a slight increase in FY25 as compared to
FY24. During FY25, sales of commercial vehicles (CVs) declined from 9,68,770 to
9,56,671 vehicles, while total passenger vehicle (PV) sales increased from 42,18,746 to
43,01,848 units compared to the previous year. Sales of MHCV declined by 4% in FY25
compared to the previous financial year.

The CV Segment plays a significant role of MMF in FY25 with overall sales of 80%.
Passenger car segment constitutes 11.5% and others 8.5%. The export market conditions
remain weak, impacted by geopolitical tensions, trade tariff pressures, a decline in
business share in Europe, and a negative outlook for Class 8 trucks in North America.
US Class 8 truck sales recorded at 3,07,043 units in FY25 with a drastic decline in
number as compared FY24 sales which reported at 3,26,992 units. Overall, the Industry
will closely monitor macroeconomic factors and global geopolitics, which will determine
the key demand conditions, and supply chain dynamics going forward.

Currency movement: [USD vs INR1

As a result of the economic situation, the value of the Indian Rupee (INR) declined
during FY25, reaching ?85.42 as on March 31, 2025. The INR is anticipated to face
continued pressure during FY26 as well.

M M FORGINGS - Achievements in FY25

Despite various geopolitical tensions, the following were achieved during FY25:

Particulars	< in crores
Domestic sales	901
Export Sales	562
Total Sales	1,463
Overall sales around	1,507
Production tonnage (in tons)	69,498

The Company is concentrating on introducing new products to utilize the forging
capabilities developed over recent years. Additionally, the company is enhancing its
growth in established products while diversifying its strategy in the electric vehicle
segment to reduce risks and take advantage of the rising demand.

Further, Changes in steel prices which are in line with international markets are generally
being passed on to the customers as is the industry practice. Consequently, the decline in
steel prices during FY25 has been one of the major factors contributing to the decrease
in turnover for the year.

Key Financial Ratios:

Liquidity Ratio	Current Ratio	1.47
	Debtors Turnover - days	177
	Inventory Turnover	4.31
Solvency Ratio	Debt Equity Ratio	0.63
	Total Outside Liabilities to Networth	0.92
	Interest Coverage Ratio	5.28
Operating Ratio	Operating Profit Margin (%)	11.93
Profitability Ratio	Return on Capital Employed (%)	16.29
	Return on Networth (%)	29.95
	Net Profit Margin (%)	9.05

Human Resources and Industrial Relations

1. The Company remains dedicated to its principle of being a people-oriented organization,
acknowledging its employees as its greatest asset. Our Company persistently emphasizes
the enhancement of its human resources to improve overall performance. It is their
invaluable contribution that has primarily resulted in our Companyâs position of strength
in the industry. As on 31 March 2025, the Company had 4,171 employees.

2. The Companyâs talent management strategy has been enhanced to include structured
career paths that align with organizational objectives, guaranteeing that each employee
has a defined growth trajectory. Effective onboarding procedures and ongoing skill
development initiatives encourage learning agility, all within a culture that values
adaptability and innovation.

3. The Company''s HR development focuses on creating a safe work environment,
continuously evolving recognition and reward systems, consistent communication and
skill and training to meet customer needs.

4. Every year, each plant of the Company commemorates Founderâs Day in a familial
setting, including all employees and their families. During FY25, the Company
celebrated the Founderâs Day in a grand manner, upholding its tradition of recognizing
and rewarding long-serving employees.

Health, Safety and Environment

1. The Company follows a policy of zero tolerance towards accidents. Wherever possible,
visible controls and fail-safe systems are provided to ensure prevention of accidents.
Safety is made an integral part of the system through notifications being displayed to the
operators and promoting safety awareness. Regular communication, periodic reviews of
practices and training, play a vital role in maintaining safety standards.

2. All the Companyâs manufacturing facilities comply with occupational health and
management safety systems. The Company ensures compliance with all pollution control
regulations. Adequate pollution control equipment has been installed to treat effluents
and to control air pollution.

Risk Management

1. The Company is a leading manufacturer of automotive components. Automotive industry
is subjected to cyclical variations in performance and is very sensitive to policy changes.
The market is very competitive. Prices of raw materials change based on supply and
demand. Margins remain under constant pressure. Any steep reduction in off-take
exposes the Company to high fixed costs.

2. A considerable portion of the customers of the Company are situated outside of India.
Hence, demand for the Companyâs product is subj ect to the health of the global economy.

3. The war in eastern Europe poses significant risk in global geopolitical stability.

4. Further, volatility in the raw material prices, hike in interest rates and prospect of
significant demand reduction are risks to be considered in the coming months.

5. Consistent good product quality is essential for sustaining healthy business relations.

6. The Company has spread its risks by increasing the geographic spread of its customer
base. The Company proposes to improve capacity utilization in its existing facilities.
Working capital management will receive high priority.

7. Risk Management Committee (RMC) has been formed effective 21 June 2021 and was
reconstituted twice in FY25 inducting additional Independent Directors.

8. RMC shall meet a minimum of twice a year.

9. The responsibilities of RMC include formulating risk management policy,
implementation of the policy, monitor, evaluate risks, device appropriate methodology,
processes and systems.

M M FORGINGS - forging ahead with Manufacturing Excellence

Our goals in the coming months:

1. Focus on improving sales in keeping with market conditions.

2. Utilizing the production capacity of 1,45,000 Tons

3. Actively seeking new products and new customers and taking appropriate measures for
cost control, particularly on reducing energy consumption and improving productivity.

4. Diversification of product base to widen Target Addressable Market.

5. Implementing Cost Control measures particularly focusing on productivity, robotics,
energy conservation, etc.

6. Enhance managerial and operational talent to forge ahead.

7. Continue the evolution into green sources of energy.

8. Reduce the impact on the environment.

9. Actively managing forex for cash flows to minimize risk and optimize financial
performance

Sources: IMF World Economic Output, ICRA, Autocar Professional, SIAM data,
Act Research.

7. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED
STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015
by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company has
adopted Indian Accounting standards (IND AS).

8. EXPENSES EXCEEDING 10 % OF THE TURNOVER:

Raw Material - ?647.42 crores (43%)

9. TRANSFER TO RESERVE

A sum of ?120.00 crores has been transferred to General Reserve.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made advance to its Subsidiary Companies with outstanding as on
31 March 2025:

Particulars	? in cr.
DVS Industries Private Limited (wholly-owned subsidiary)	102.16
Suvarchas Vidyut Private Limited (wholly-owned subsidiary)	15.41
Abhinava Rizel Private Limited (subsidiary)	44.45

The loans were utilized by the subsidiaries for their principal business activities,
repayable at prevailing rates. The details of the investments made by the Company are
given in the notes to the financial statements.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

11.1. Retirement of Independent Directors

In the AGM held on 11 July 2019, Smt. Kavitha Vijay was appointed as an Independent
Directors, for the second term of five years, up to 31 March 2025. In accordance with the
provisions of Section 149(10) & (11) of the Companies Act, 2013 read with
Regulation 25(2) of Listing Regulations, the tenure of Smt. Kavitha Vijay as
Non-Executive Independent Director of the Company concludes on 31 March 2025 and
she ceases to hold the Directorship and respective Committee Membership /
Chairmanship effective 31 March 2025.

Smt. Kavitha Vijay has served on the Board for a total of 10 years since 1 April 2015 as
a Non-Executive Independent Director. The Board of Directors at their meeting held on
3 February 2025 extended their sincere appreciation to Smt. Kavitha Vijay for her
guidance and long-term association with the Company.

11.2. Directors'' Appointment / Re-appointment:

Smt. Rama Sivaraman, holding DIN 07425519 was appointed as an Additional Director
(Non-Executive Independent Director) by the Board at their meeting through circular
resolution held on 21 March 2025 for a period of five years effective 31 March 2025.
The shareholders at their meeting through postal ballot dated 8 May 2025, had approved
the appointment of Smt. Rama Sivaraman as a Non-Executive Independent Director
(woman Independent Director) for a period of five years effective 31 March 2025.

There were no cessation or resignations of Directors during the year under review, except
the retirement mentioned in Clause 11.1 above.

11.3. Retirement by Rotation

Shri. K. Venkatramanan, holding DIN 00823317, liable to retire by rotation, will retire
by rotation and being eligible has offered himself for re-appointment. The subject is
placed in the Notice of 79^th AGM for the approval of shareholders.

11.4. Independent Directors

In the AGM held on 11 August 2023, Shri. Shankar Athreya (DIN: 10153304) and
Shri. Hari Sankaran (DIN: 01734801) were appointed for the first term of five years as
Independent Director effective 11 August 2023 and 1 April 2024 respectively.

Shri. S. Krishnakumar (DIN: 09203779) and Shri. R. Subramanian (10480862) were
appointed by the Board of Directors at their meeting held on 10 February 2024, effective
8 March 2024 for a period of five years. The appointment was approved by the
Shareholders at the meeting held through Postal Ballot dated 21 March 2024.

Smt. Rama Sivaraman (DIN: 07425519) was appointed as an additional director
(non-executive Independent Director) by the Board of Directors for a period of
five years, effective 31 March 2025. The appointment was approved by the Shareholders
at their meeting held through Postal Ballot dated 8 May 2025. She was regularized as
NEID, effective 31 March 2025.

All Independent Directors hold office for a fixed term of five years and are not liable to
retire by rotation. As required under sub section (7) of Section 149 of the Companies
Act, 2013, all the Independent Directors have declared that they meet the criteria of
independence as provided under Section 149(6) of the Companies Act, 2013 and
Regulation 25 of the Listing Regulations of the Listing Regulations.

During FY25, a separate meeting of Independent Directors was held on 26 October 2024,
without the participation of non-Independent Director for evaluating the performance of
non-Independent Director, the Chairman of the Board and the Board as a whole.
Independent Directors had expressed their satisfaction on the evaluation process and the
results thereof.

11.5. Change in Key Managerial Personnel (KMP)

As on 31 March 2025, Shri. Vidyashankar Krishnan, Chairman and Managing Director,
Shri. K. Venkatramanan, Joint Managing Director, Shri. R. Venkatakrishnan,
Chief Financial Officer and Shri. Chandrasekar S, Company Secretary are KMPs of the
Company in terms of Section 2(51) of the Companies Act, 2013. There were no changes
in the KMP during the year under review.

12. NOMINATION AND REMUNERATION POLICY

In terms of provision of section 178 of the Companies Act, 2013 read with Rules
prescribed, a policy for the Directors, KMP and other employees has been adopted by
the Board of Directors of the Company, which analyses the criteria for determining
qualifications, positive attributes and independence of a Director.

The said policy is provided in Companyâs website as below:

https://www.mmforgings.com/uploads/policies/NOMINATION AND REMUNERAT
ION POLICY.pdf

13. BOARD AND COMMITTEE MEETING DATES

During the Financial Year 2024-25, the Board met five times on 29 May 2024,
17 July 2024, 12 August 2024, 26 October 2024 and 3 February 2025. The details of the
meetings of Board and Committee Meetings are provided as part of Corporate
Governance Report prepared in terms of Listing Regulation in Annexure III of this
Report.

14. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH
WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

None

15. RISK MANAGEMENT

The risk management framework of the Company is thoroughly integrated and regularly
evaluated by the Risk Management Committee, which is primarily composed of Board
Members. This framework empowers the Board to identify, assess, and oversee key risks,
while also taking proactive measures to mitigate those risks that may hinder the
Company''s objectives.

The Risk Management Committee is responsible for monitoring significant risks that the
organization may encounter, including strategic, financial, market, IT, legal, regulatory,
reputational, and other risks, and it suggests appropriate actions.

The Board is confident that sufficient systems and procedures are established to identify,
evaluate, monitor, and manage risks effectively. Additionally, the Audit Committee is
kept informed about the risk assessment and mitigation strategies implemented by the
Company.

16. RELATED PARTY TRANSACTION

The Company has formulated a policy on related party transactions and the same is
uploaded on the Companyâs website:

https://www.mmforgings.com/uploads/policies/Policy on Related Party Transactions
2.pdf

There are no âMaterialâ contracts or arrangement or transactions at armâs length basis.
There are no materially significant Related Party transactions made by the Company with
Promoters, Directors and Key Managerial Personnel which may have a potential conflict
with the interest of the Company at large. For related party transactions as per
Accounting Standards, refer Notes on Accounts.

17. CORPORATE SOCIAL RESPONSIBILITY

A Board Level Committee of Corporate Social Responsibility (CSR) has been
constituted and the Board has adopted a CSR Policy as recommended by the CSR
Committee. The thrust areas of CSR Policy are Eradicating Hunger and Poverty,
Education, Combating Diseases and Social Business Projects.

Amount to be spent under CSR for FY25	337.52
Amount spent in FY25	367.44
Excess spent in FY25 and carry forwarded to FY26	29.91

Annual report on CSR has been provided as a part of Corporate Governance Report in
Clause 6 in Annexure III of this Report.

18. PARTICULARS OF EMPLOYEES

The information required under the rules prescribed, has been given in the annexure
appended hereto and forms part of this report.

19. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT
RULES

19.1. The ratio of remuneration of each Director to the median remuneration of the employees
and percentage of increase in remuneration of each Director in the financial year:

Sl. No.	Name of the Director / KMP	Ratio	% increase / (decrease) in the Remuneration
1	Smt. Kavitha Vijay	2.34:1	(3.80)
2	Smt. Sumita Vidyashankar	2.35:1	(4.98)
3	Shri. Shankar Athreya	4.45:1	1.41
4	Shri. S. Krishnakumar	2.42:1	-
5	Shri. Subramanian Radhakrishnan	1.54:1	-
6	Shri. Hari Sankaran *	1.52:1	-
7	Shri. Vidyashankar Krishnan	384.31:1	(6.51)
8	Shri. K. Venkataramanan	384.31:1	(6.50)
9	Shri. Ramnath Nagarajan **	32.89:1	-
10	Shri. Krishnakumar Raman **	30.43:1	-

Note: For this purpose, sitting tees paid to the Directors have not been considered as
remuneration.

* Appointed effective 1 April 2024 as an Independent Director
** Appointed effective 1 April 2024 as an Executive Director

19.2. Percentage increase in median remuneration of employees in the FY 2024-25 - 1.30%.

19.3. The number of permanent employees on the rolls of Company: 2297.

19.4. Comparison of remuneration of each KMP against performance of Company.

Name of the KMP (Shri.)	Designation (*)	CTC (? in cr.)	% of increase / (decrease)	PAT (? in cr.)	% Increase/ (decrease) in PAT
Vidyashankar Krishnan	CMD (CEO)	9.35	(6.51)	136.30	(6.30)
K. Venkatramanan	JMD (WTD)	9.35	(6.50)
R. Venkatakrishnan	CFO	0.30	29.86
Chandrasekar S	CS	0.16	34.31

* CMD - Chairman and Managing Director, CEO - Chief Executive Officer,
JMD - Joint Managing Director, WTD - Whole-Time Director
CFO - Chief Financial Officer; CS - Company Secretary

19.5. Average Increase in Remuneration for employees other than Directors and KMP is
(3.78)% and average Increase in Remuneration for KMP and Senior Management is

0.77%.

The increase in remuneration is not solely based on company performance but also
includes various other factors like individual performance, experience, skill sets,
academic background, industry trends, economic situation and future growth
prospects etc., besides Company performance. There are no exceptional circumstances
for increase in the managerial remuneration.

19.6. Key parameters for any variable remuneration of Directors:

Directors are being paid Commission. However, the overall managerial remuneration
payable is subject to the provisions of the Companies Act, 2013.

19.7. Variation in market cap/ net worth of Company:

Date

Paid-up

Capital

(Shares)

Closing
market price
per share

EPS *

PE Ratio

Market
Capitalisation
(? in cr.)

31 March 2025

48281600

340.25

28.23

12.05

1,642.78

31 March 2024

24140800

871.50

60.26

14.46

2,103.87

* EPS for FY25 is calculated based on the enhanced share capital.

19.8. Ratio of remuneration of highest paid Director to other employees who get remuneration
more than highest paid Director - NOT APPLICABLE.

19.9. Affirmation that the remuneration is as per the remuneration policy of the company:

It is hereby affirmed that the Remuneration paid is as per the remuneration policy of the
Company.

20. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATIONS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANYâS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or
Tribunals, which would impact the going concern status of the Company and its future
operations.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED
SINCE 31.03.2025 TILL THE DATE OF THE REPORT

NIL

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with
respect to Directors'' Responsibility Statement, it is hereby stated that:

22.1. In the preparation of the annual accounts, the applicable accounting standards have been
followed, along with proper explanation relating to material departures;

22.2. The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31 March 2025 and of the profit or
loss of the Company for that period ended on that date;

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

22.4. The Directors have prepared the annual accounts on a going concern basis;

22.5. The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;

22.6. 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.

23. ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy
has been in vogue. The Whistle Blower Policy covering all employees and Directors is
hosted on the Companyâs website at

https://www.mmforgings.com/uploads/policies/Policy - Whistle Blower.pdf

A high-level Committee has been constituted to look into the complaints. The Committee
reports to the Audit Committee and the Board.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company had laid down Internal Financial Controls and such internal financial
controls are adequate with reference to the Financial Statements and were operating
effectively. The Board is accountable for evaluating and approving the effectiveness of
the internal controls, including financial, operational and compliance controls.

It also ensures the systematic and effective management of its operations, which
encompasses compliance with the Company''s policies, the protection of its assets, the
detection and prevention of fraud and errors, the precision and thoroughness of the
accounting records, and the prompt generation of trustworthy financial information
throughout the year. During this period, controls were evaluated, and no significant
weaknesses in operations were identified.

Additionally, the internal audit plan is aligned with the Company''s business objectives
and is subject to review, oversight, and approval by the Audit Committee.

25. CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the Company. The Company is
committed to ethical management and excellence in performance. Details are provided
in Annexure III.

26. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, effective FY23,
top 1000 companies based on Market Capitalisation as per NSE / BSE as on 31 March of
every Financial Year, are required to disclose BRSR as part of their Directorsâ Report.

BRSR, covering disclosures on the Companyâs performance on Environment, Social and
Governance parameters for FY25, is provided as Annexure V to this Report. BRSR
includes reporting on the nine principles of the National Voluntary Guidelines on social,
environmental and economic responsibilities of business as framed by the MCA.

27. ANNUAL RETURN

In terms of the requirement of Section 92(3) read with Section 134(3) of the Companies
Act, 2013, the Annual Return of the Company for the year ended 31 March 2024 and the
draft Annual Return of the Company for the year ended 31 March 2025 is available in
the Companyâs website in the following link.

https://www.mmforgings.com/Investors/annual return

28. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL
EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN
PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

28.1. Nomination and Remuneration Committee had laid down the criteria and prescribed a
peer evaluation methodology by way of set of questionnaires to evaluate the performance
of individual Directors, Committee(s) of the Board, Chairman of the Board and the Board
as a whole. The Board subsequently carried out the performance evaluation as per the
methodology.

1. The evaluation of the Boardsâ performance as a collective entity was conducted based
on various criteria, including the adequacy of the Boardsâ composition and that of its
committees, the culture within the Board, execution capabilities, the diversity of
skills and experience, the sequence of meetings, decision-making processes, the
quality of information provided, the performance of specific duties, obligations, and
governance practices.

2. The assessment of the performance of each individual Director, including the
Chairman of the Board, was executed based on their commitment to their roles and
responsibilities, the degree of engagement and contribution, independence of
judgment, strategic and lateral thinking abilities, and their efforts in safeguarding the
interests of the Company and its minority shareholders, among other factors.

3. The performance evaluation of Senior Managerial Personnel was determined based
on their performance and achievement of business plans as approved by the Board
and management, their commitment towards roles and responsibility, leadership
quality, productivity, team management, etc.

28.2. Further, Independent Directors, at their meeting held on 26 October 2024 (without the
participation of non-Independent Director and personnel from management), had
considered and evaluated the Boardsâ performance on the whole, the performance of the
Chairman and other non-independent Directors.

28.3. There are no observations or pending actions on the Board evaluation. The Board
expressed its satisfaction with the evaluation process and results thereof.

29. FAMILIARISATION OF PROGRAMME ARRANGED FOR INDEPENDENT
DIRECTORS

29.1. M M Forgings Limited has put in place a system to familiarise independent Directors
about the Company, its products, business and the on-going events relating to the
Company.

29.2. Independent Directors of the Company are made aware of their role, responsibilities and
liabilities at the time of their appointment / re-appointment, through a formal letter of
appointment, which also stipulates various terms and conditions of their engagement.

29.3. They are also made aware of Companyâs Board and Board Committee framework,
policies and procedures.

29.4. As a part of boardsâ discussions, presentations on business of the Company are made to
the Directors from time to time.

29.5. Important announcements and press release various news related to the Company
including any statutory amendments and notification under various Acts are forwarded
to the Directors from time to time.

29.6. The provision of access to senior managerial personnel at Board / Board Committee
meetings enables Independent Directors to interact with them to understand the
Companyâs strategy, business model, operations, service and product offerings, markets,
organization structure, finance, human resources, technology, quality and risk
management and such other areas as may arise from time to time.

29.7. Each member of the Board, including the independent Directors, have been given
complete access to any information relating to the Company.

29.8. The details of familiarisation programme are available on the Companyâs website in the
link given below:

https://www.mmforgings.com/uploads/Familiarisation programme/Familirisation Pro
gramme Independent Directors.pdf

30. AUDITORS

30.1. Statutory Auditors

The Company at its 76^th Annual General Meeting (AGM) held on 4 July 2022 has
appointed M/s. G Ramesh Kumar & Co., Chartered Accountants, as Statutory Auditors
of the Company to hold office for the first term of 5 years from the conclusion of
76^th AGM till the conclusion of 81^st AGM, at such remuneration in addition to applicable
taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed
between the Board of Directors of the Company and the Auditors.

The Statutory Auditors will continue to hold office for the fourth year in their first term
of five consecutive years, from the conclusion of this AGM. The Auditors'' Report for
the financial year 2024-25 does not contain any qualification, reservation or adverse
remark and the same is attached with the annual financial statements.

30.2. Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rules, and
Regulation 24A of Listing Regulations, the Board has appointed Shri. V. Shankar,
Practicing Company Secretary as Secretarial Auditor of the Company for the FY25.

The Secretarial Audit Report for the Financial Year 2024-25 given by Shri. V. Shankar
is attached to this Report. The Secretarial Audit Report does not contain any
qualification, reservations or adverse remarks.

As per amended Regulation 24A of Listing Regulation, the Board of Directors of the
Company has recommended the appointment of Shri. V. Shankar, Practicing Company
Secretary (C.P. No. 12974) as the Secretarial Auditor for a period of five years, subject
to the approval of shareholders in the ensuing Annual General Meeting.

The Company had received required declarations/ consents from the Secretarial Auditors
confirming that they have been Peer Reviewed and are eligible to be appointed as
Secretarial Auditors.

30.3. Cost Auditor

Pursuant to the provisions contained in Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, Shri. S. Hariharan (CP No. 20864) has been appointed as Cost Auditor for
the financial year 2025-26. The Company has also received a certificate from the
Cost Auditor certifying his independence and armâs length relationship with the
Company. The report of the Cost Auditor shall be filed with the Central Government in
accordance with the rules framed thereunder.

31. EXPLANATION TO AUDITORâS REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made by the
Statutory Auditors and Company Secretary in practice in their reports respectively. The
Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company in the year under review.

32. SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of
the Company premises. Safety training at all levels have been provided by the Company.

33. PERFORMANCE OF SUBSIDIARIES

33.1. D V S Industries Private Limited

The Company has fully acquired D V S Industries Private Limited (D V S) in the year
2018. D V S becomes a wholly-owned subsidiary of the Company. It has its factory
located in Pantnagar, Uttarakhand. D V S Industries is well equipped with precision
equipment, in-house tool room inspection facilities, well trained personnel, etc., during
the financial year under review. During the year under review, D V S has achieved a
turnover of ?103.62 crores and the EBITDA stood at ?4.60 crores.

33.2. Suvarchas Vidyut Private Limited

Suvarchas Vidyut Private Limited (SVPL) was incorporated as a wholly owned
subsidiary of the Company on 31 March 2022. SVPL is engaged in manufacturing of
electrical and electronic components and subassemblies for industrial, consumer and
automotive applications. During the year under review, SVPL have registered sales of
?1.04 crores with a loss of ?2.62 crores.

33.3. Abhinava Rizel Private Limited

Abhinava Rizel Private Limited (ARPL) was incorporated on 11 May 2022. As a part of
transformation strategy, with an intention to develop and to become a leading player in
the growing electric vehicle (EV) segment, M M Forgings Limited (MMF) had acquired
88% stake in ARPL on 1 September 2022 by investing ?15.84 crores in equity, thereby
becomes a holding Company of ARPL.

APRL is engaged in business of design, manufacturing of parts / components for
EV electric power train, electric motors and electric controllersâ / drives gearbox etc.,
used in automotive, industrial, marine, aerospace etc., The samples and testing of motors
in two and three wheelers are in the process. The production is expected to commence
anytime during FY26.

34. DEPOSITS

The Company does not have any deposits nor accepts any fresh deposits.

35. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Disclosures as per requirements of Section 134 (3) of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014 with respect to Energy Conservation,
Technology Absorption, Research & Development and Foreign Exchange Earnings /
Outgo are given in Annexure I.

36. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN
AT WORK PLACE

During the year under review, pursuant to the new legislation, âPrevention, Prohibition
and Redressal of Sexual Harassment of Women at Workplace Act, 2013â introduced by
the Government of India, which came into effect from 9 December 2013, the Company
has framed a Policy on Prevention of Sexual Harassment at workplace. There were no
cases reported during the year under review under the said Policy.

Disclosures in relation to the Sexual Harassment of Women in work place:

No. of complaints filed during the year	Nil
No of complaints disposed of during the year	Nil
No of complaints pending as on the end of the financial year	Nil

37. INSOLVENCY AND BANKRUPTCY CODE

There was no application made or any proceedings pending during the year under the
Insolvency and Bankruptcy code. There were no instances during the year, which
required the banks and the financial institutions to deal with the Company for the
one-time settlement for the loans, if any provided.

38. ACKNOWLEDGEMENT

Your directors would like to express their gratitude for the cooperation and continued
assistance received from DBS Bank, State Bank of India, HDFC Bank, Federal Bank,
ICICI Bank, RBL Bank Limited, Export-Import Bank of India, Standard Chartered Bank
and City Union Bank.

The directors would like to express their appreciation for the exceptional services
provided by the Company''s employees. The accomplishments attained would not have
been feasible without their remarkable dedication and divine grace. Most importantly,
the Directors extend their thanks to the shareholders for their unwavering trust in the
management.

For and on behalf of the Board

VIDYASHANKAR KRISHNAN
Place: Chennai Chairman and Managing Director

Date: 24 May 2025 (DIN: 00081441)

Mar 31, 2024

The Directors have the pleasure in presenting the 78^th Annual Report and the audited accounts of the Company for the year ended 31 March 2024.

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024

(Rs. in Lakhs)
S. No.	Particulars	2023-24		2022-23
1.1	Forging sales		1,51,113.63		1,39,861.05
1.2	Other Operative Income		1,594.65		1,416.92
1.3	Other Income		2,537.52		1,614.12
1.4	Total Income		1,55,245.80		1,42,892.09
1.5	Profit / loss before Depreciation, Finance Costs and Tax Expense (EBITDA)		31,377.22		27,460.33
1.6	Profit before Exceptional items and Tax		19,871.57		17,568.58
1.7	Exceptional items/extraordinary items		71.02		25.88
1.8	Profit before tax		19,942.59		17,594.46
1.8	Tax
	For current year	4,724.00		4,625.00
	Relating to previous years	122.47		-
	Deferred Tax / MAT credit	550.00	5,396.47	329.91	4,954.91
1.9	Profit after Tax		14,546.12		12,639.55

2. DIVIDEND AND FINANCIAL RESULTS

(Rs. in Lakhs)
S. No.	Particulars	2023-24	2022-23
2.1	Profit after Tax	14,546.12	12,639.55
2.2	Balance in P & L Account	204.87	123.77
2.3	Profit available for appropriation	14,750.99	12,763.32
2.4	Transfer to General Reserve	12,400.00	11,110.00
2.5	Proposed Dividend	1,931.26	1,448.45
2.6	Balance carried forward	419.73	204.87

Note: Standalone figures of the previous year have been restated to give effect to the Scheme of Amalgamation as approved by NCLT, with appointed date as 01 April 2023, between the Company and its wholly-owned subsidiary namely, Cafoma Autoparts Private Limited.

The Directors at their meeting held on 29 May 2024 declared an interim dividend of ?8/- per share (80%) on 2,41,40,800 equity shares of face value of ?10/- each, absorbing a sum of ?19.31 Cr. The Directors do not recommend any final dividend for the year 2023-24. The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy.

3. SHARE CAPITAL

There was no change in the paid-up share capital of the Company during the year.

The Honourable National Company Law Tribunal (NCLT) has approved the scheme of amalgamation of Cafoma Autoparts Private Limited (Cafoma), the Companyâs wholly-owned subsidiary with the Company vide their order dated 03 May 2024, resulting in consolidation of Authorized share capital of Cafoma with the Company. The Company''s authorized share capital has been increased to ?39,00,00,000, which is divided into 3,90,00,000 Equity Shares of ?10/-.

4. HIGHLIGHTS OF THE COMPANYâS OPERATIONAL PERFORMANCE

4.1. The Revenue from operations for the first time has crossed the ?1,500 Crore mark and stood at ?1,553 Crores as against ?1,429 Crores in FY23, registering a growth of 9%.

4.2. Operating EBITDA for the first time has crossed ?300 Crores and stands at ?314 Crores as against ?275 Crores, thereby improved by 14% over the last year.

4.3. PBT for FY24 grew by 13% at ?199 Crores as compared to ?176 Crores reported during previous year.

4.4. PAT for the current year grew by 15% at ?145 Crores as compared to ?126 Crores reported during the year ended March 2023.

4.5. Domestic sales, during the year stands at ?948 Crores and Export sales at ?563 Crores. Export sales grew by 15% during FY24.

4.6. The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were ?454.11 crores.

4.7. The Company has retained its ISO 9001 and TS 16949 Certification for its Quality Management.

4.8. In April 2024, the Company has completed 50 years of forging operations. To commemorate this golden jubilee year, the Board of Directors have proposed a 1:1 bonus issue of shares, subject to approval of shareholders.

4.9. Further, to reward the shareholders on this occasion, dividend is increased to ?8 per share.

5. SCHEME OF AMALGAMATION OF WHOLLY OWNED SUBSIDIARY WITH THE COMPANY

Pursuant to a Scheme of Amalgamation under Section 230 to 232 of the Companies Act, 2013 (Scheme) the Companyâs wholly owned subsidiary viz., Cafoma Autoparts Private Limited (Cafoma) has amalgamated with the Company. The Scheme received approval from the NCLT, Chennai Bench on 03 May 2024. The Appointed Date for the said amalgamation was 01 April 2023 and the Effective Date pursuant to the regulatory filing with the Ministry of Corporate Affairs is 27 May 2024.

Consequent to the Amalgamation, investments in the share capital of the Transferor Company appearing in the books of account of the Company and its wholly-owned subsidiary stands cancelled. All the assets, liabilities, employees, contracts, etc., of Cafoma is transferred to the Company and Cafoma stands dissolved, without winding up. The authorized share capital of Cafoma has been consolidated with the Company, resulting in an increase of ?9,00,00,000 in the authorized share capital of the Company.

6. RECOMMENDATION OF BONUS ISSUE

Taking into consideration the performance and the long term prospect of the Company and to commemorate the completion of 50 years of forging operations, the Board of Directors, at their meeting held on 29 May 2024, had recommended a bonus issue of shares at a ratio of 1:1 by capitalizing a part of the amount standing to the credit of General Reserve account or such other account, subject to the approval of shareholders, other stakeholders and statutory bodies.

The subject is placed at the notice of the 78^th AGM for the approval of the shareholders. The above bonus issue would encourage the participation of small investors, increase the liquidity and expand the retail shareholdersâ base of the Company. The Company is confident of servicing the enlarged capital base and is in the process of obtaining necessary approvals from the Stock Exchanges. The overall bonus procedure will be completed by 28 July 2024.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Economic Overview - Global

The Global Economy remains remarkably resilient, with growth holding steady as inflation returns to target. The journey over the past few years has been eventful, starting with supply-chain disruptions in the aftermath of the pandemic, the Russia-Ukraine war that triggered a global energy and food crisis, and a considerable surge in inflation, followed by a globally synchronized tightening of monetary policy.

Global economic activity continues to soften, amid the effects of tight monetary policies, restrictive financial conditions and weak global trade growth. As global inflation descended from its mid-2022 peak, economic activity grew steadily, defying warnings of stagflation and global recession. Global growth, estimated at 3.2% in 2023, is projected to continue at the same pace in 2024 and 2025. The forecast for 2024 is revised up by 0.1% point from January 2024.

Global headline inflation is expected to fall from an annual average of 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. The latest forecast for global growth five years from now at 3.1% is at its lowest in decades.

Risks to the global outlook are now broadly balanced. On the downside, new price spikes stemming from geopolitical tensions, including those from the war in Ukraine and the conflict in Gaza and Israel, could, along with persistent core inflation where labour markets are still tight, raise interest rate expectations and reduce asset prices. A divergence in disinflation speeds among major economies could also cause currency movements that put financial sectors under pressure. High interest rates could have greater cooling effects than envisaged as fixed-rate mortgages reset and households contend with high debt, causing financial stress.

Businesses, across geographies, would need to be vigilant and exhibit flexibility, working with dynamic operating models to adapt to the evolving conditions while simultaneously building resiliency in their business models to ensure sustained performance. Intensifying supply-enhancing reforms would facilitate inflation and debt reduction, allow economies to increase growth toward the higher pre-pandemic era average and accelerate convergence toward higher income levels. Multilateral cooperation is crucial to mitigate geo-economic fragmentation and climate change costs, accelerate green energy transition and facilitate debt restructuring.

Economic Overview - India

Indiaâs growth continues to be resilient despite some signs of moderation in growth. A conducive domestic policy environment and the Governmentâs sustained focus on structural reforms have kept Indiaâs economic activity robust despite global headwinds. Emerging as a beacon of resilience in the global economy, despite a drop in growth rate projections, India continues to be the fastest-growing economy in the world.

Not just in science where India is taking big leaps, India has been showing both resilience as well as progress despite all risks and uncertainties in the global economic landscape. Headline inflation has, on average, moderated although it remains volatile. The financial sector has been resilient, strongest in several years and largely unaffected by global financial stress in early 2023.

Globally, Indiaâs 2023 G20 presidency has demonstrated the countryâs important role in advancing multilateral policy priorities. The growth was underpinned by strong investment activity bolstered by the governmentâs capex push and buoyant private consumption, particularly among higher income earners. This growth is further driven by factors such as strong tax revenue collections, increased government capital spending, firm domestic demand and growth in manufacturing sectors.

Growth in India is projected to remain strong at 6.8% in 2024 (F25) and 6.5% in 2025 (F26) with the robustness reflecting continuing strength in domestic demand and a rising working-age population. The consumer price inflation is declining from an average of 5.4% in FY24 to 4.6% in FY25 and further to 4.2% in FY26. (source: IMF)

Indian Automotive Industry:

The Indian automotive market plays a significant role in the above contribution toward the expansion and growth. Indiaâs automotive industry has shown healthy production figures and significant FDI inflow, positioning itself as a global automotive hub with a promising future. India holds a strong position in the international heavy vehicles arena as it is the largest tractor manufacturer, second-largest bus manufacturer and third largest heavy trucks manufacturer in the world. With strong backward and forward linkages, it is the key driver of growth, significantly contributing to the Indian economy and provides employment to millions of people directly and indirectly.

Global supply disruption remains the major threat for the automotive industryâs growth. It would also cause recurrent commodity price volatility, increasing fiscal pressures and could further, domestically, reignite inflationary pressures. On the upside, stronger than expected consumer demand and private investment would assist and raise growth.

The contribution of this sector to the national GDP has risen to about 7.1% in FY24 from 2.77% in 1992-93. The growth of the Indian automotive market can be credited to several factors including increasing shifts to urban areas, growing middle-class population and an increasing focus on green mobility solutions. The latter trend has driven Indian automakers to make starting strides in the production of EVs and hybrid vehicles, all to preserve environmental health.

India''s electric vehicle (EV) sector is experiencing rapid growth, fuelled by government incentives, rising environmental concerns and technological advancements. The EV market is expected to grow at a CAGR of 49% between 2023-2030 and the industry would create 5 Million direct and indirect jobs by 2030. The transformative boom in Indiaâs EV Industry is not only indicative of its domestic prowess but also has significant implications on the global landscape.

Market segments outlookKey segment analysis: Commercial Vehicles (CV)

The Indian automotive industry, despite challenges, kept its grit intact and witnessed growth across different segments during FY24, be it the Passenger Vehicle (PV) or Commercial Vehicle (CV) segment, with the latter particularly witnessing good growth in the Medium & Heavy Commercial Vehicles (MHCV) category. The key drivers contributing to the growth and expansion of the CV market in India include strong replacement demand, better financing options, growing economy, infrastructural development and improving road connectivity.

SEGMENT WISE SALES DISTRIBUTION

The commercial vehicle segment is highly interconnected with other sectors, especially the manufacturing sector and consequently, any growth or development that occurs in these areas will lead to the growth of the commercial vehicle sector in India. The CV Segment in India is undergoing rapid technological advancements. The electrification phase is quickly getting popular among Commercial Vehicle OEMs due to cost reduction benefits that they provide in transportation sectors.

The trend towards electrification, including battery electric vehicles and hybrid electric vehicles poses challenges for traditional internal combustion engines, necessitates investments in alternative powertrain technologies and infrastructure to remain competitive in the evolving market. The CV Industry in India is also undergoing tough challenges including volatile raw material and fuel prices, global supply chain disruptions, increasing interest cost, reduction in export market.

In the Indian markets, CV sales increased from 9,63,000 to 9,67,878 Vehicles and total PV Sales increased from 38,91,000 to 42,18,746 vehicles during FY24 as compared to the previous year. Sales of MHCV increased from 3,59,000 to 3,73,194 Vehicles. Globally, container availability has improved but with headwinds of geopolitical tensions including the Ukraine war, growth in export markets continues to be a challenge.

The CV Segment plays a significant role of MMF in FY24 with overall sales of 81%. Passenger car segment constitutes 10% and others 9%. Further, with increase in share of business in Europe and a positive outlook for class 8 trucks in North America since Q3FY23, the market conditions have turned significantly positive and the segment continues to do well in North America and Europe in FY24. US Class 8 truck sales recorded at 3,26,992 units in FY24 with slight increase in number as compared FY23 sales. (Source: SIAM data, ACT Research).

Currency movement: [USD vs INR1

Despite global challenges, the INR value remains at 83 level during the FY 2023-24. The Indian Rupee is expected to be under pressure in F25 also.

M M FORGINGS - Achievements in FY24

Despite various geopolitical tension, the following were achieved during FY24:

Particulars	? in crores
Domestic sales	948
Export Sales	563
Total Sales	1,511
Overall sales around	1,553
Production tonnage (in tons)	83,845

Changes in steel prices which are in line with international markets are generally being passed on to the customers as is the industry practice. The Company is focusing on launching new products to take advantage of the forging capacities created in the last few years. The company is leveraging growth in established products and diversifying its EV segment strategy to mitigate risks and capitalize on the increasing demand.

Key Financial Ratios:

Liquidity Ratio	Current Ratio	1.78
	Debtors Turnover - days	142
	Inventory Turnover	4.56
Solvency Ratio	Debt Equity Ratio	0.46
	Total Outside Liabilities to Networth	1.17
	Interest Coverage Ratio	6.78
Operating Ratio	Operating Profit Margin (%)	12.76
Profitability Ratio	Return on Capital Employed (%)	19.43
	Return on Networth (%)	17.63
	Net Profit Margin (%)	9.37

Human Resources and Industrial Relations

1. Our Company continues to focus on the development of its human resources to improve its performance. As on 31 March 2024, the Company had 3,722 employees. It is their invaluable contribution that has primarily resulted in our Companyâs position of strength in the industry.

2. The Company''s HR development focuses on creating a safe work environment, continuously evolving recognition and reward systems, consistent communication and skill and training to meet customer needs.

3. Every year, each plant of the Company celebrates Founderâs Day in a family atmosphere with all employees and their households. During FY24, the Company celebrated Founderâs Day in a grand manner.

Health, Safety and Environment

operators and promoting safety awareness. Regular communication, periodic reviews of practices and training, play a vital role in maintaining safety standards.

2. All the Companyâs manufacturing facilities comply with occupational health and management safety systems. The Company ensures compliance with all pollution control regulations. Adequate pollution control equipment has been installed to treat effluents and to control air pollution.

Risk Management

1. The Company is a leading manufacturer of automotive components. Automotive industry is subjected to cyclical variations in performance and is very sensitive to policy changes. The market is very competitive. Prices of raw materials change based on supply and demand. Margins remain under constant pressure. Any steep reduction in off-take exposes the Company to high fixed costs.

2. A considerable portion of the customers of the Company are situated outside of India. Hence, demand for the Companyâs product is subj ect to the health of the global economy.

3. The war in eastern Europe poses significant risk in global geopolitical stability.

4. Further, volatility in the raw material prices, hike in interest rates and prospect of significant demand reduction are risks to be considered in the coming months.

5. Consistent good product quality is essential for sustaining healthy business relations.

6. The Company has spread its risks by increasing the geographic spread of its customer base. The Company proposes to improve capacity utilization in its existing facilities. Working capital management will receive high priority.

7. Risk Management Committee (RMC) has been formed effective 21 June 2021 and was reconstituted twice in FY24 inducting additional Independent Director.

8. RMC shall meet minimum of twice a year.

9. The responsibilities of RMC include formulating risk management policy, implementation of the policy, monitor, evaluate risks, device appropriate methodology, processes and systems.

M M FORGINGS - forging ahead with Manufacturing Excellence

Our goals in the coming months:

1. Focus on improving sales keeping with market conditions.

2. Utilizing the production capacity of 1,26,000 Tons

3. Actively seeking new products and new customers and taking appropriate measures for cost control, particularly on reducing energy consumption and improving productivity.

4. Enhance IT systems with the continued development of the ERP system in place.

5. Continue the evolution into green sources of energy in the coming months.

6. Reduce the impact on the environment.

7. Concentrate on diversification strategy in order to capitalize on the increasing demand.

Sources: IMF World Economic Output, The Economist, SIAM data, Act Research.

8. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company has adopted Indian Accounting standards (IND AS).

9. EXPENSES MADE MORE THAN 10 % OF THE TURNOVER:

Raw Material - ?773.87 Crores (49.80 %)

10. TRANSFER TO RESERVE

A sum of ?124.00 Crores has been transferred to General Reserve.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made advance to its Subsidiary Companies with outstanding as on 31 March 2024:

DVS Industries Private Limited (wholly-owned subsidiary) - ?96.31 Crores Suvarchas Vidyut Private Limited (wholly-owned subsidiary) - ?10.44 Crores and Abhinava Rizel Private Limited - ?15.21 Crores.

The loans were utilized by the subsidiaries for their principle business activities, repayable at prevailing rates. The details of the investments made by the Company are given in the notes to the financial statements.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

12.1. Retirement of Independent Directors

In the AGM held on 11 July 2018, Shri. N. Srinivasan, Shri. V. Vaidyanathan and Shri. A. Gopalakrishnan, were appointed as Independent Directors, for the second term of five years, up to 31 March 2024. In accordance with the provisions of Section 149(10) & (11) of the Companies Act, 2013 read with Regulation 25(2) of Listing Regulations, the tenure of Shri. N. Srinivasan, Shri. V. Vaidyanathan and Shri. A. Gopalakrishnan (each with two term of five years) as Non-Executive Independent Directors of the Company concludes on 31 March 2024. The aforesaid Directors cease to hold the Directorship and respective Committee Membership / Chairmanship effective 31 March 2024.

Shri. N. Srinivasan has served on the Board for a total of 30 years since 21 February 1994 and as a Chairman since 06 November 2012. Shri. V. Vaidyanathan has served on the Board for a total of 45 years since 31 March 1979 and Shri. A. Gopalakrishnan has served on the Board for a total of 11 years since 29 October 2012.

The Board of Directors in their meeting held on 15 March 2024 extended their sincere appreciation to the aforesaid Directors for their guidance and long term association with the Company.

12.2. Appointment of Chairman for Shri. Vidyashankar Krishnan

The Board of Directors at their meeting held on 15 March 2024 appointed Shri. Vidyashankar Krishnan (DIN:00081441) as the Chairman of the Board, effective 01 April 2024. Shri. Vidyashankar Krishnan takes the position as Chairman and Managing Director of the Company, effective 01 April 2024. The Board extended their sincere appreciation to Shri. N. Srinivasan for his contribution and long association for 11 years with the Company as Chairman / Independent Director.

12.3. Directors'' Appointment / Re-appointment

The following are the Directors appointment / re-appointment during the year 2023-24:

Name of the Director	Appointment / Re-appointment	Period	Approval
Shri. Vidyashankar Krishnan DIN: 00081441	Re-appointment as Vice Chairman and Managing Director	01 Sept 2023 to 31 Aug 2028	Appointed by Board of Directors in their meeting held on 25 May 2023. The appointment was approved by the Shareholders in AGM held on 11 August 2023.
Shri. K. Venkatramanan DIN: 00823317	Re-appointment as Joint Managing Director	01 Sept 2023 to 31 Aug 2028
Shri. Shankar Athreya DIN: 10153304	Appointment as Independent Director	11 Aug 2023 to 10 Aug 2028
Shri. Hari Sankaran DIN: 01734801	Appointment as Independent Director	01 Apr 2024 to 31 Mar 2029
Shri. R. Subramanian DIN: 10480862	Appointment as Independent Director	08 Mar 2024 to 07 Mar 2029	Appointed by Board of Directors in their meeting held on 10 February 2024. The appointment was approved by the Shareholders through Postal Ballot on 21 March 2024.
Shri. S. Krishnakumar DIN: 09203779	Appointment as Independent Director	08 Mar 2024 to 07 Mar 2029
Shri. Ramnath Nagarajan DIN: 00081516	Appointment as Director- Commercial	01 Apr 2024 to 31 Mar 2029
Shri. Krishnakumar Raman DIN: 00070743	Appointment as Director- Operations	01 Apr 2024 to 31 Mar 2029

Shri. Vidyashankar Krishnan was appointed as Chairman and Managing Director of the Company, effective 01 April 2024, by the Board of Directors at the meeting held on 15 March 2024. There was no cessation / resignation of Directors during the year under review except the retirement as mentioned in Clause 11.1 above.

12.4. Retirement by Rotation

Shri. Vidyashankar Krishnan, holding DIN 00081441, liable to retire by rotation, will retire by rotation and being eligible has offered himself for re-appointment. The subject is placed in the Notice of 78^th AGM for the approval of shareholders.

12.5. Independent Directors

In the AGM held on 29 September 2020, Smt. Kavitha Vijay, Independent Director, was appointed for the second term of five years and shall hold office as Independent Director till 31 March 2025.

In the AGM held on 11 August 2023, Shri. Shankar Athreya (DIN: 10153304) and Shri. Hari Sankaran (DIN: 01734801) were appointed for the first term of five years as Independent Director effective 11 August 2023 and 01 April 2024 respectively.

Shri. S. Krishnakumar (DIN: 09203779) and Shri. R. Subramanian (10480862) were appointed by the Board of Directors at their meeting held on 10 February 2024, effective

08 March 2024 for a period of five years. The appointment was approved by the Shareholders at the meeting held through Postal Ballot dated 21 March 2024.

All Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. As required under sub section (7) of Section 149 of the Companies Act, 2013, all the Independent Directors have declared that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations of the Listing Regulations.

During FY24, a separate meeting of Independent Directors was held on

09 November 2023, without the participation of non-Independent Director for evaluating the performance of non-Independent Director, the Chairman of the Board and the Board as a whole. Independent Directors had expressed their satisfaction on the evaluation process and the results thereof.

12.6. Change in Key Managerial Personnel (KMP)

As on 31 March 2024, Shri. Vidyashankar Krishnan, Chairman and Managing Director, Shri. K. Venkatramanan, Joint Managing Director, Shri. R. Venkatakrishnan, Chief Financial Officer and Shri. Chandrasekar S, Company Secretary are KMPs of the Company in terms of Section 2(51) of the Companies Act, 2013. There were no changes in the KMP during the year under review.

13. NOMINATION AND REMUNERATION POLICY

In terms of provision of section 178 of the Companies Act, 2013 read with Rules prescribed, a policy for the Directors, KMP and other employees has been adopted by the Board of Directors of the Company, which analyses the criteria for determining qualifications, positive attributes and independence of a Director.

The said policy is provided in Companyâs website as below:

https://www.mmforgings.com/uploads/policies/NOMINATION AND REMUNERAT ION POLICY.pdf

14. BOARD AND COMMITTEE MEETING DATES

During the Financial Year 2023-24, the Board met five times. The details of the meetings of Board and Committee Meetings are provided as part of Corporate Governance Report prepared in terms of Listing Regulation in Annexure III of this Report.

15. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

None

16. RISK MANAGEMENT

Company''s risk management framework is well embedded and continually reviewed by the Risk Management Committee, consisting of majority of Board Members. It enables the Board, to identify, evaluate and monitor principal risks and wherever possible, actively mitigate the risks that could affect the achievement of the Company''s target.

The Company''s Risk Management Committee oversees the significant risks that the organization is likely to face, such as strategic, financial, market, IT, legal, regulatory, reputational and other risks and recommends suitable action.

The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Audit Committee is informed on the risk assessment and minimizations mechanism adopted by the Company.

17. RELATED PARTY TRANSACTION

The Company has formulated a policy on related party transactions and the same is uploaded on the Companyâs website:

https://www.mmforgings.com/uploads/policies/Policy on Related Party Transactions 2.pdf

There are no âMaterialâ contracts or arrangement or transactions at armâs length basis. There are no materially significant Related Party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. For related party transactions as per Accounting Standards, refer Notes on Accounts.

18. CORPORATE SOCIAL RESPONSIBILITY

A Board Level Committee of Corporate Social Responsibility (CSR) has been constituted and the Board has adopted a CSR Policy as recommended by the CSR Committee. The thrust areas of CSR Policy are Eradicating Hunger and Poverty, Education, Combating Diseases and Social Business Projects.

Amount to be spent under CSR for FY24 - ? 241.11 lakhs

Excess Spent in FY23 - ? 27.15 lakhs

Amount spent in FY24 - ? 243.52 lakhs

Excess spent in FY24 - ? 2.41 lakhs

Annual report on CSR has been provided as a part of Corporate Governance Report in Clause 6 in Annexure III of this Report.

19. PARTICULARS OF EMPLOYEES

The information required under the rules prescribed, has been given in the annexure appended hereto and forms part of this report.

20. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

20.1. The ratio of remuneration of each Director to the median remuneration of the employees and percentage of increase in remuneration of each Director, KMP, in the financial year:

Sl. No.	Name of the Director / KMP	Ratio	% increase / (decrease)in the Remuneration
1	Shri. N. Srinivasan	0.00:1	(59.26)
2	Shri. V. Vaidyanathan	1.95:1	13.93
3	Shri. A. Gopalakrishnan	1.95:1	18.14
4	Smt. Kavitha Vijay	1.95:1	34.66
5	Smt. Sumita Vidyashankar	1.95:1	36.93
6	Shri. Shankar Athreya *	3.90:1	-
7	Shri. Vidyashankar Krishnan	390:1	17.65
8	Shri. K. Venkataramanan	390:1	18.09
9	Shri. R. Venkatakrishnan	-	20.92
10	Shri. Chandrasekar S **	-	-

Note: For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

* Appointed effective 11 August 2023 as an Independent Director **Appointed effective 01 April 2023 as Company Secretary.

20.2. Percentage increase in median remuneration of employees in the FY 2023-24 - (4.1)%.

20.3. The number of permanent employees on the rolls of Company: 2054.

20.4. Comparison of remuneration of each KMP against performance of Company.

Name of the KMP (Shri.)	Designation (*)	CTC (? in cr.)	% of increase	PAT (? in Cr.)	% increase in PAT
Vidyashankar Krishnan	CMD (CEO)	10.01	17.65	145.46	15%
K. Venkatramanan	JMD (WTD)	10.00	18.09
R.Venkatakrishnan	CFO	0.23	20.92
Chandrasekar S	CS	0.12	-

* CMD - Chairman and Managing Director, CEO - Chief Executive Officer,

JMD - Joint Managing Director, WTD - Whole-Time Director CFO - Chief Financial Officer; CS - Company Secretary

20.5. Average Increase in Remuneration for employees other than Directors and KMP is

0.13% and average Increase in Remuneration for KMP and Senior Management is 18.5%.

The increase in remuneration is not solely based on company performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc., besides Company performance. There are no exceptional circumstances for increase in the managerial remuneration.

20.6. Key parameters for any variable remuneration of Directors:

Directors are being paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013.

20.7. Variation in market cap/ net worth of Company:

Date

Paid-up

Capital

(Shares)

Closing market price per share

EPS

PE Ratio

Market Capitalisation (? in Cr.)

31 March 2024

24140800

871.50

60.26

14.46

2,103.87

31 March 2023

24140800

833.00

52.36

15.91

2,010.93

20.8. Ratio of remuneration of highest paid Director to other employees who get remuneration more than highest paid Director - NOT APPLICABLE.

20.9. Affirmation that the remuneration is as per the remuneration policy of the company:

It is hereby affirmed that the Remuneration paid is as per the remuneration policy of the Company.

21. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2024 TILL THE DATE OF THE REPORT

NIL

23. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby stated that:

23.1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

23.2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the profit or loss of the Company for that period ended on that date;

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

23.4. The Directors have prepared the annual accounts on a going concern basis;

23.5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

23.6. 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.

24. ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue. The Whistle Blower Policy covering all employees and Directors is hosted on the Companyâs website at

https://www.mmforgings.com/uploads/policies/Policy - Whistle Blower.pdf

A high level Committee has been constituted to look into the complaints. The Committee reports to the Audit Committee and the Board.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively. The Board is accountable for evaluating and approving the effectiveness of the internal controls, including financial, operational and compliance controls.

It also ensures the orderly efficient conduct of its business, including adherence to Companyâs policies, the safe guarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information during the year, such controls were tested and no material weakness in the operations were observed.

Further, the internal audit plan is also aligned to the business objectives of the Company which is reviewed, monitored and approved by the Audit Committee.

26. CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the Company. The Company is committed to ethical management and excellence in performance. Details are provided in Annexure III.

27. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, with effect from FY23, top 1000 companies based on Market Capitalisation as per NSE / BSE as on 31 March of every Financial Year, are required to disclose BRSR as part of their Directorsâ Report.

BRSR, covering disclosures on the Companyâs performance on Environment, Social and Governance parameters for FY24, is provided as Annexure V to this Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.

28. ANNUAL RETURN

In terms of the requirement of Section 92(3) read with Section 134(3) of the Companies Act, 2013, the Annual Return of the Company for the year ended 31 March 2023 and the draft Annual Return of the Company for the year ended 31 March 2024 is available in the Companyâs website in the following link.

https://www.mmforgings.com/Investors/annual return

29. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

29.1. Nomination and Remuneration Committee had laid down the criteria and prescribed a peer evaluation methodology by way of set of questionnaire to evaluate the performance of individual Director, Committee(s) of the Board, Chairman of the Board and the Board as a whole. The Board subsequently carried out the performance evaluation as per the methodology.

1. The Performance evaluation of the Board as whole was assessed based on the criteria viz., adequacy of the composition of the Board and its Committees, Board culture, execution, mix of skills and experience, its meeting sequence, decision making, quality of information, performance of specific duties, obligation and governance.

2. The performance evaluation of individual Director including Chairman of the Board, was carried out based on his/her commitment to roles and responsibility, level of engagement and contribution, independence of judgement, strategic and lateral thinking, safeguarding the interest of the Company and its minority shareholders, etc.

3. The performance evaluation of Senior Managerial Personnel was determined based on their performance and achievement of business plans as approved by the Board and management, their commitment towards roles and responsibility, leadership quality, productivity, team management, etc.

29.2. Further, Independent Directors, in their meeting held on 09 November 2023 (without the participation of non-Independent Director and personnel from management), had considered and evaluated the Boardâs performance on the whole, the performance of the Chairman and other non-independent Directors.

29.3. There are no observations or pending actions on the Board evaluation. The Board expressed its satisfaction with the evaluation process and results thereof.

30. FAMILIARISATION OF PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

30.1. M M Forgings Limited has put in place a system to familiarise independent Directors about the Company, its products, business and the on-going events relating to the Company.

30.2. Independent Directors of the Company are made aware of their role, responsibilities and liabilities at the time of their appointment / re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

30.3. They are also made aware of Companyâs Board and Board Committee framework, policies and procedures.

30.4. As a part of Boardâs discussions, presentations on business of the Company are made to the Directors from time to time.

30.5. Important announcements and press releases for various news related to the Company are forwarded to the Directors from time to time.

30.6. The provision of access to senior managerial personnel at Board / Board Committee meetings enables Independent Directors to interact with them to understand the Companyâs strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality and risk management and such other areas as may arise from time to time.

30.7. Each member of the Board, including the independent Directors, have been given complete access to any information relating to the Company.

30.8. The details of familiarisation programme are available on the Companyâs website in the link given below:

https://www.mmforgings.com/uploads/Familiarisation programme/Familirisation Pro gramme for IDs.pdf

31. AUDITORS

31.1. Statutory Auditors

The Company at its 76^th Annual General Meeting (AGM) held on 4 July 2022 has appointed M/s. G Ramesh Kumar & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for the first term of 5 years from the conclusion of 76^th AGM till the conclusion of 81^st AGM, at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Statutory Auditors will continue to hold office for the third year in their first term of five consecutive years, from the conclusion of this AGM. The Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.

31.2. Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has re-appointed Shri. V. Shankar, Practicing Company Secretary (C.P. No. 12974) as the Secretarial Auditor for the financial year 2024-25.

The Secretarial Audit Report for the Financial Year 2023-24 given by Shri. V. Shankar is attached to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

31.3. Cost Auditor

Pursuant to the provisions contained in Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Shri. S. Hariharan (CP No. 20864) has been appointed as Cost Auditor for the financial year 2024-25.

32. EXPLANATION TO AUDITORâS REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

33. SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training at all levels have been provided by the Company.

34. PERFORMANCE OF SUBSIDIARIES

34.1. D V S Industries Private Limited

The Company has fully acquired D V S Industries Private Limited (D V S) in the year 2018. D V S becomes a wholly-owned subsidiary of the Company. It has its factory located in Pantnagar, Uttarakhand. D V S Industries is well equipped with precision equipment, in-house tool room inspection facilities, well trained personnel, etc., during the Financial year under review.

DVS has achieved a turnover of ?91.98 Crores and the EBITDA stood at ?7.26 crores.

34.2. Suvarchas Vidyut Private Limited

Suvarchas Vidyut Private Limited (SVPL) was incorporated as a wholly owned subsidiary of the Company on 31 March 2022. SVPL is engaged in manufacturing of electrical and electronic components and subassemblies for industrial, consumer and automotive applications. During the year under review, SVPL have registered sales of ?3.08 Crores with a loss of ?2.23 Crores.

34.3. Abhinava Rizel Private Limited

Abhinava Rizel Private Limited (ARPL) was incorporated on 11 May 2022. As a part of transformation strategy, with an intention to develop and to become a leading player in the growing electric vehicle (EV) segment, M M Forgings Limited (MMF) had acquired 88% stake in ARPL on 01 September 2022 by investing ?15.84 Crores in equity, thereby becomes a holding Company of ARPL.

APRL is engaged in business of design, manufacturing of parts / components for EV electric power train, electric motors and electric controllersâ / drives gearbox etc., used in automotive, industrial, marine, aerospace etc., The samples and testing of motors in two and three wheelers are in the initial stage. The production is expected to commence from Q2FY25.

35. DEPOSITS

The Company does not have any deposits nor accepts any fresh deposits.

36. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Disclosures as per requirements of Section 134 (3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure I.

37. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, pursuant to the new legislation, âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â introduced by the Government of India, which came into effect from 09 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at workplace.

There were no cases reported during the year under review under the said Policy.

Disclosures in relation to the Sexual Harassment of Women in work place:

No. of complaints filed during the year - 0

No of complaints disposed of during the year - 0

No of complaints pending as on the end of the financial year - 0

38. INSOLVENCY AND BANKRUPTCY CODE

There was no application made or any proceedings pending during the year under the Insolvency and Bankruptcy code.

There were no instances during the year, which required the banks and the financial institutions to deal with the Company for the one-time settlement for the loans, if any provided.

39. ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the cooperation and continued assistance received from DBS Bank, State Bank of India, HDFC Bank, Federal Bank, ICICI Bank, RBL Bank Limited, Export-Import Bank of India and Standard Chartered Bank.

Your Directors wish to record their appreciation for the exemplary services rendered by the employees of the Company. The results achieved would not have been possible but for their outstanding effort and divine grace. Above all, the Directors thank the shareholders for their continued confidence in the management.

Mar 31, 2023

The Directors have the pleasure in presenting the 77^th Annual Report and the audited accounts of the Company for the year ended 31^st March 2023.

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31^st MARCH 2023:

(Rs. in Lakhs)
S. No.	Particulars	2022-23		2021-22
1.1	Forging sales		1,39,511.00		1,08,798.03
1.2	Profit before exceptional items/ extraordinary items and Tax		17,484.41		13,289.40
1.3	Exceptional/Extraordinary Items		0.65		0.13
1.4	Profit Before Tax		17,485.06		13,289.53
1.5	Tax
	For current year	4,625.00		2,599.52
	Relating to previous years	-		84.55
	Deferred Tax / MAT credit	301.19	4,926.19	1,429.48	4,113.55
1.6	Profit after Tax		12,558.22		9,175.99

2. DIVIDEND AND FINANCIAL RESULTS

(Rs. in Lakhs)
S. No.	Particulars	2022-23	2021-22
2.1	Profit after Tax	12,558.22	9,175.99
2.2	Balance in P & L Account	123.71	121.17
2.3	Profit available for appropriation	12,681.93	9,297.16
2.4	Transfer to General Reserve	11,110.00	7,725.00
2.5	Proposed Dividend	1,448.45	1,448.45
2.6	Balance carried forward	123.48	123.71

The Directors declared 60% dividend (C6/- per share) of face value of C10/- each, in their meeting held on 17 May 2023. The record date fixed for determining the shareholders for payment of dividend is 29 May 2023. The Directors does not recommend any final dividend for the FY 2022-23. The dividend pay-out is in accordance with the Companyâs Dividend Distribution Policy.

3. SHARE CAPITAL:

There was no change in the share capital during the year.

4. HIGHLIGHTS OF THE COMPANYâS OPERATIONAL PERFORMANCE:

4.1. The Company has overall Revenue, of above C 1,400 crores.

4.2. The Companyâs PBT is C174.85 crores.

4.3. The Companyâs PAT stands at C125.58 crores.

4.4. The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were C430.53 crores.

4.5. The Company has retained its ISO 9001 and TS 16949 Certification for its Quality Management.

4.6. The domestic sales is C906 crores and the export sales stands at C490 crores.

4.7. The Company has declared an interim dividend of 60% dividend for the year.

5. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS:

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company has adopted Indian Accounting standards (IND AS).

6. EXPENSES MADE MORE THAN 10 % OF THE TURNOVER:

Raw Material - C734.36 Crores (51.52 %)

7. MANAGEMENT DISCUSSION AND ANALYSIS Economic Overview - Global

The year 2022 proved to be a tumultuous period for the global economy. Just as the world was on the mend post multiple waves of COVID, the Russia-Ukraine conflict induced a trail of irreversible economic, social and political effects. Global inflation touched an all-time high of 8.7% with many developed economies witnessing double digit inflation figures for the first time in many decades.

The surge in inflation witnessed across commodities in the aftermath of the conflict, added to the already elevated inflationary concerns across economies grappling with the fractured supply chain networks resulting from the COVID fallout. This led to unprecedented, synchronized, increases in policy rates across all major economies which not just resulted in monetary policy tightening across the emerging economies but also led to significant forex reserve challenges in many economies, ultimately impacting business conditions across many markets.

With global growth decelerating as the effects of monetary tightening and Russiaâs war in Ukraine continue to weigh on activity, the year 2023, equally looks to be a challenging year for the global economy. Persistent inflationary pressures, and recent financial sector problems in the United States and Europe, are injecting additional uncertainty into an already complex economic landscape.

Global growth at 3.4% in 2022 will bottom out at 2.8% in 2023, before rising modestly to 3.0% in 2024. Global headline inflation is set to fall from 8.7% in 2022 to 7.0% in 2023 on the back of lower commodity prices, but underlying (core) inflation is likely to decline more slowly. Inflationâs return to target is unlikely before 2025 in most cases. Once inflation rates are back to targets, deeper structural drivers will likely reduce interest rates toward their pre-pandemic levels.

The anaemic outlook reflects the tight policy stances needed to bring down inflation, the fallout from the recent deterioration in financial conditions, the ongoing war in Ukraine, and growing geo-economics fragmentation. Businesses, across geographies, would need to be vigilant and exhibit flexibility, working with dynamic operating models to adapt to the evolving conditions while simultaneously building resiliency in their business models to ensure sustained performance.

Economic Overview - India

Indiaâs growth continues to be resilient and set to be the second-fastest growing economy in the G20 in F23, despite some signs of moderation in growth, decelerating global demand and the tightening of monetary policy to manage inflationary pressures.

The growth was underpinned by strong investment activity bolstered by the governmentâs capex push and buoyant private consumption, particularly among higher income earners. Inflation remained high, averaging around 6.7% in F23 but the current-account deficit narrowed in Q3F23 on the back of strong growth in service exports and easing global commodity prices.

Indiaâs economic growth rate is stronger than in many peer economies and reflects relatively strong domestic consumption and lesser dependence on global demand. Indiaâs Gross Domestic Product (GDP) grew by 7.2% in F23 against 9.1% expansion in previous fiscal.

Due to headwinds from the impact of rapid monetary policy tightening in the advanced economies, heightened global uncertainty and the lagged impact of domestic policy tightening, Indiaâs GDP is expected to slow down to 6% in F24 and is projected to rise to 6.9% in F25 and F26 and 7.1% in F27.

The automotive industry will remain vulnerable to global headwinds in 2023 including the energy crisis, spike in fuel price due to the conflict, slower global demand and continued supply-chain problems. Steel prices has reduced globally in F23, while in India, it continues to be stable, after plotting a volatile season since F21.

Based on the current market scenario, domestic equity markets could experience some volatility in the short term. However, in the long run, Indian equity markets are likely to remain attractive for investors due to the countryâs strong economic fundamentals and growth prospects.

Indiaâs automotive industry is poised to become the worldâs third-largest market by 2030, showcasing its dominance in the international heavy vehicles arena. As the industry contributes significantly to Indiaâs GDP and manufacturing sector, the nation is also emerging as a leader in Electric Vehicle (EV) adoption. Climate action has become more important globally, and enterprises focusing on sustainability, renewable energy and EV sectors will receive attention from investors. The EV market is expected to grow at a CAGR of 49% between 2023-2030, with annual sales reaching 10 million units by 2030.

Key segment analysis: Commercial Vehicles (CV)

The Indian domestic market is exuberant and continues to register its growth, be it the Passenger Vehicle (PV) or Commercial Vehicle (CV) segment, with the latter particularly witnessing good growth in the Medium & Heavy Commercial Vehicles (MHCV) category owing to the government push on infrastructure development. MHCV Industry is the backbone of Indian Economy and is undergoing technological upgradation through the implementation of Real-Time Driving Emission (RDE) Norms in F24.

In the Indian markets, CV sales increased from 7,17,000 to 9,63,000 Vehicles and total PV Sales increased from 30,70,000 to 38,91,000 vehicles during the year 2022-23 as compared to the previous year. Sales of MHCV increased from 2,41,000 to 3,59,000 Vehicles.

Globally, container availability has improved but with headwinds of inflation and the Ukraine war, growth in export markets is expected to be a challenge. The fall in exports to a few countries has been mainly due to unfavourable forex situation. However, an improvement is expected in the coming months.

The CV Segment plays a significant role of MMF in F23 with overall sales of 80%. Passenger car segment constitutes 11% and others 9%. Further, with increase in share of business in Europe and a positive outlook for class 8 trucks in North America from Q3F23, the market conditions have turned significantly positive and the segment is expected to do well in North America and Europe in F24. The Class 8 truck sales reported at 3,09,615 units in the CY 2022.

The continued impact of Russia-Ukraine conflict, macroeconomic uncertainties and increase in interest rates by US Federal Reserve from time to time to combat the higher inflation rates had significantly weakened the INR value, to end the year on 31^st March, 2023 above C82 levels. The Indian Rupee is expected to be under pressure in FY 2023-24 also.

M M FORGINGS	- Achievements in F23
The following were	achieved during F23, despite global trade tensions and economic uncertainties
Domestic sales:	C 906 crore
Export sales:	C 490 crore
Total sales:	C 1,395 crore
Overall sales:	C 1,425 crore
Production tonnage:	76,245 Tons

Changes in steel prices which are in line with international markets are generally being passed on to customers as is the industry practice.

We are focusing on launching new products to take advantage of the forging capacities created in the last 4 years. We are also de-bottlenecking to take advantage of the growth in established products.

Key Financial Ratios:
Return on Capital Employed:	18.04%
Return on Networth:	17.76%
Ratio on total outside liabilities	: 1.37
Debtors Turnover:	107 days
Inventory Turnover:	4.68
Interest Coverage Ratio:	8.75
Current Ratio:	1.66
Debt Equity Ratio:	0.63
Operating Profit Margin (%):	12.27 %
Net Profit Margin (%):	8.81 %.

1. Our Company continues to focus on the development of its human resources to improve its performance. As on 31 March 2023, the Company had 3722 employees. It is their invaluable contribution that has primarily resulted in our Companyâs position of strength in the industry.

2. Focus on a safe working atmosphere, constantly evolving systems for recognition and reward, consistent communication and imparting skills and training - all these focused on meeting customer needs, characterize the HR development of Hunan Resources of the Company.

Every year, each plant of the Company celebrates Founderâs Day in a family atmosphere with all employees

and their households. This practice has been hampered on account of COVID-19 for the past two years.

During F23, the Company continued Founderâs Day celebration and it was celebrated in a grand manner.

Health, Safety and Environment

2. The Company ensures compliance with all pollution control regulations. Adequate pollution control equipment has been installed to treat effluents and to control air pollution.

Risk Management

1. The Company is a leading manufacturer of automotive components. Automotive industry is subjected to cyclical variations in performance and is very sensitive to policy changes. The market is very competitive. Prices of raw materials change based on supply and demand. Margins remain under constant pressure. Any steep reduction in off-take exposes the Company to high fixed costs.

2. A considerable portion of the customers of the Company are situated outside of India. Hence, demand for the Companyâs product is subject to the health of the global economy.

3. The war in eastern Europe poses significant risk in global geopolitical stability.

4. Further, the consequent inflation in commodity prices, hike in interest rates and prospect of significant demand reduction are risks to be considered in the coming months.

5. The Company has spread its risks by increasing the geographic spread of its customer base. The Company proposes to improve capacity utilization in its existing facilities. Working capital management will receive high priority.

6. Risk Management Committee (RMC) has been formed effective 21 June 2021.

7. RMC shall meet minimum of twice a year.

8. The responsibilities of RMC include formulating risk management policy, implementation of the policy, monitor, evaluate risks, device appropriate methodology, processes and systems.

Our goals in the coming months:

1. Focus on improving sales in keeping with market conditions.

2. Utilizing the production capacity of 1,20,000 Tons.

3. Actively seeking new products and new customers and taking appropriate measures for cost control, particularly on reducing energy consumption and improving productivity.

4. Enhance IT systems with the continued development of the ERP system in place.

5. Continue the evolution into green sources of energy in the coming months.

6. Reduce the impact on the environment.

Sources:

â¢ IMF World Economic Output

â¢ The Economist

â¢ SIAM data

â¢ Act Research

â¢ The World Bank

8. TRANSFER TO RESERVE:

A sum of C 111.10 Crores has been transferred to General Reserve.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has made advance to its wholly-owned Subsidiary Companies viz., DVS Industries Private Limited (outstanding as on 31^st March 2023 - C82.68 Crores) and Suvarchas Vidyut Private Limited (outstanding as on 31^st March 2023 - C8.22 Crores), repayable at prevailing rates. The details of the investments made by the Company are given in the notes to the financial statements.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

10.1. Special Recognition for Shri. Vidyashankar Krishnan:

During the year under review, Shri. Vidyashankar Krishnan, Vice Chairman and Managing Director, was conferred as âIndiaâs Top Minds 2022â and has been recognised as one of the âTop Business Leaders of the Nationâ. The above prestigious award was issued in the âIndian Brand and Leadership Conclave 2022â held on 30 April 2022 at ITC Sheraton, New Delhi organized by The Brand Story Presided by Sri Faggan Singh Kulaste, Minister of State, Ministry of Steel and Special Rural Development, Government of India.

10.2. Directorsâ Appointment / Re-appointment / Cessation:

The Board of Directors at its meeting held on 17 May 2023 has approved the re-appointment of Shri. Vidyashankar Krishnan, Vice-Chairman and Managing Director and Shri. K. Venkatramanan, Joint Managing Director, for a further period of five years from 01 September 2023 to 31 August 2028 in accordance with the Companies Act, 2013 and the Listing Regulations on such terms and conditions of his re-appointment including remuneration, as recommended by the Nomination and Remuneration Committee of directors at their meeting held on 17 May 2023. The shareholdersâ approval is being sought and the resolution forms part of Notice of this AGM.

10.3. Retirement by Rotation:

Smt. Sumita Vidyashankar, holding DIN 00059062, will retire by rotation and being eligible has offered herself for re-appointment.

10.4. Independent Directors:

In the AGM held on 11 July 2018, Shri. N. Srinivasan, Shri. V. Vaidyanathan and Shri. A. Gopalakrishnan, were appointed as Independent Directors, for the second term of five years, and shall hold office till 31^st March 2024. Smt. Kavitha Vijay, Independent Director, was appointed for the second term of five years in the AGM held on 29 September 2020, and shall hold office as Independent Director till 31^st March 2025.

All Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. Shri. N. Srinivasan and Shri. V. Vaidyanathan are exempted from undergoing self-assessment test. Shri A. Gopalakrishnan and Smt. Kavitha Vijay have passed the self-assessment test conducted by the Ministry of Corporate Affairs.

As required under sub section (7) of Section 149 of the Companies Act, 2013, all the Independent Directors have declared that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations of the Listing Regulations.

During FY 2022-23, a separate meeting of Independent Directors was held on 14 November 2022, without the participation of non-Independent Director for evaluating the performance of non-Independent Director, the Chairman of the Board and the Board as a whole. Independent Directors had expressed their satisfaction on the evaluation process and the results thereof.

10.5. Change in Key Managerial Personnel (KMP):

The Board of Directors at their meeting held on 13 February 2023, has noted the retirement pursuant to superannuation of Smt. J. Sumathi, Company Secretary of the Company effective 31 March 2023. As recommended by Nomination and Remuneration Committee, Shri. Chandrasekar. S, holding ACS Membership number A34736, was appointed as Company Secretary of the Company, effective 1 April 2023.

11. NOMINATION AND REMUNERATION POLICY:

In terms of provision of section 178 of the Companies Act, 2013 read with Rules prescribed, a policy for the Directors, KMP and other employees has been adopted by the Board of Directors of the Company, which analyses the criteria for determining qualifications, positive attributes and independence of a Director.

The said policy is provided in Companyâs website as below:

https://www.mmforgings.com/uploads/policies/Nomination_and_Remuneration_Policy_(_amended).pdf

12. BOARD AND COMMITTEE MEETING DATES:

During the Financial Year 2022-23, the Board met five times. The details of the meetings of Board and Committee Meetings are provided as part of Corporate Governance Report prepared in terms of Listing Regulation in Annexure III of this Report.

13. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:

None

14. RISK MANAGEMENT:

Companyâs risk management framework is well embedded and continually reviewed by the Risk Management Committee, consist of majority of Board Members. It enables the Board, to identify, evaluate and monitor principal risks and where possible, actively mitigate the risks that could affect the achievement of the Companyâs target.

The Companyâs Risk Management Committee is overseeing all the risks that the organization faces such as strategic, financial, market, IT, legal, regulatory, reputational and other risks and recommends suitable action. The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Audit Committee is informed on the risk assessment and minimizations mechanism adopted by the Company.

15. RELATED PARTY TRANSACTION:

The Company has formulated a policy on related party transactions and the same is uploaded on the Companyâs website:

https://www.mmforgings.com/uploads/policies/Policy_on_Related_Party_Transactions.pdf

There are no âMaterialâ contracts or arrangement or transactions at armâs length basis.

There are no materially significant Related Party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

For related party transactions as per Accounting Standards, refer Notes on Accounts.

16. CORPORATE SOCIAL RESPONSIBILITY:

A Board Level Committee of Corporate Social Responsibility (CSR) has been constituted and the Board has adopted a CSR Policy as recommended by the CSR Committee. The thrust areas of CSR Policy are Eradicating Hunger and Poverty, Education, Combating Diseases and Social Business Projects.

Amount to be spent under CSR for F23 - C 162.83 lakhs

Excess Spent in F22 - C 26.68 lakhs

Amount spent in F23 - C189.98 lakhs

Excess spent in F23 - C 27.15 lakhs

Annual report on CSR has been provided as a part of Corporate Governance Report in Clause 6 in Annexure III of this Report.

17. PARTICULARS OF EMPLOYEES

The information required under the rules prescribed, has been given in the annexure appended hereto and forms part of this report.

18. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

18.1. The ratio of remuneration of each Director to the median remuneration of the employees:

Sl. No.	Name of the Director	Ratio
1	Shri. N. Srinivasan	0.00:1
2	Shri. V. Vaidyanathan	1.87:1
3	Shri. A. Gopalakrishnan	1.87:1
4	Smt. Kavitha Vijay	1.87:1
5	Smt. Sumita Vidyashankar	1.87:1
6	Shri. Vidyashankar Krishnan	318.90:1
7	Shri. K. Venkatramanan	317.66:1

Note: For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

18.2. % increase in remuneration of each Director, KMP, in the financial year:

Sl. No.	Name of the Director	% increase/ (decrease) in the Remuneration
1	Shri. N. Srinivasan	(77.78)
2	Shri. V. Vaidyanathan	13.43
3	Shri. A. Gopalakrishnan	15.69
4	Smt. Kavitha Vijay	34.09
5	Smt. Sumita Vidyashankar	35.23
6	Shri. Vidyashankar Krishnan	22.33
7	Shri. K. Venkatramanan	21.86
8	Smt. J. Sumathi	4.10
9	Shri. R. Venkatakrishnan	10.80

18.3. % increase in median remuneration of employees in the FY 2022-23 - 14.60%.

18.4. The number of permanent employees on the rolls of Company: 1941.

18.5. Comparison of remuneration of each KMP against performance of Company

Name	Designation	CTC (C in lakhs)	% of increase	PAT (C in lakhs)	% increase in PAT
Shri. Vidyashankar Krishnan	Vice Chairman and Managing Director (CEO)	850.53	22.33	12558.22	36.85
Smt. J. Sumathi	Company Secretary	11.32	4.10
Shri. R.Venkatakrishnan	CFO	17.14	10.80

18.6. Average Increase in Remuneration for employees other than Directors and KMP is 10.10% and average Increase in Remuneration for KMP and Senior Management is 21.90%.

The increase in remuneration is not solely based on company performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc., besides Company performance. There are no exceptional circumstances for increase in the managerial remuneration.

18.7. Key parameters for any variable remuneration of Directors:

Directors are being paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013.

18.8. Variation in market cap/ net worth of Company:

Date

Paid-up

Capital

(Shares)

Closing market price per share

EPS

PE Ratio

Market Capitalisation (C in Cr.)

31 March 2023

24140800

833.00

52.02

16.01

2,010.93

31 March 2022

24140800

846.75

38.01

22.28

2,044.12

18.9. Ratio of remuneration of highest paid Director to other employees who get remuneration more than highest paid Director - NOT APPLICABLE.

18.10. Affirmation that the remuneration is as per the remuneration policy of the company:

It is hereby affirmed that the Remuneration paid is as per the remuneration policy of the Company.

19. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31^st MARCH, 2023 TILL THE DATE OF THE REPORT:

NIL

21. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby stated that:

21.1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

21.2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2023 and of the profit or loss of the Company for that period ended on that date;

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

21.4. The Directors had prepared the annual accounts on a going concern basis;

21.5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

22. ESTABLISHMENT OF VIGIL MECHANISM:

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue. The Whistle Blower Policy cov ering all employees and Directors is hosted on the Companyâs website at:

https://www.mmforgings.com/uploads/policies/Whistle_Blower_Policy2.pdf.

A high level Committee has been constituted to look into the complaints. The Committee reports to the Audit Committee and the Board.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively. The Board is accountable for evaluating and approving the effectiveness of the internal controls, including financial, operational and compliance controls.

24. CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the Company. The Company is committed to ethical management and excellence in performance. Details are provided in Annexure III.

25. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, with effect from F23, top 1000 companies based on Market Capitalisation as per NSE / BSE as on 31^st March of every Financial Year, are required to disclose BRSR as part of their Directorsâ Report. BRSR, covering disclosures on the Companyâs performance on Environment, Social and Governance parameters for F23, is provided as Annexure V to this Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.

26. ANNUAL RETURN

In terms of the requirement of Section 92(3) read with Section 134(3) of the Companies Act, 2013, the Annual Return of the Company for the year ended 31^st March 2022 and the draft Annual Return of the Company for the year ended 31^st March 2023 is available in the Companyâs website in the following link. https://www.mmforgings.com/Investors/annual_return

27. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

27.1. Nomination and Remuneration Committee had laid down the criteria and prescribed a peer evaluation methodology by way of set of questionnaire to evaluate the performance of individual Director, Committee(s) of the Board, Chairman of the Board and the Board as a whole. The Board subsequently carried out the performance evaluation as per the methodology.

2. The performance evaluation of individual Director including Chairman of the Board, was carried out based on his/her commitment to roles and responsibility, level of engagement and contribution, independence ofjudgement, strategic and lateral thinking, safeguarding the interest of the Company and its minority shareholders etc.,

3. The performance evaluation of Senior Managerial Personnel was determined based on their performance and achievement of business plans as approved by the Board and management, their commitment towards roles and responsibility, leadership quality, productivity, team management etc.,

27.2. Further, Independent Directors, in their meeting held on 14 November 2022 (without the participation of non-Independent Director and personnel from management), had considered and evaluated the Boardâs performance on the whole, the performance of the Chairman and other non-independent Directors.

27.3. There are no observations or pending actions on the Board evaluation. The Board expressed its satisfaction with the evaluation process and results thereof.

28. FAMILIARISATION OF PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

28.1. M M Forgings Limited has put in place a system to familiarise independent Directors about the Company, its products, business and the on-going events relating to the Company.

28.2. Independent Directors of the Company are made aware of their role, responsibilities and liabilities at the time of their appointment / re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

28.3. They are also made aware of Companyâs Board and Board Committee framework, policies and procedures.

28.4. As a part of Boardâs discussions, presentations on business of the Company are made to the Directors from time to time.

28.5. Important announcements and press releases for various news related to the Company are forwarded to the Directors from time to time.

28.6. Each member of the Board, including the independent Directors, have been given complete access to any information relating to the Company.

28.7. The details of familiarisation programme are available on the Companyâs website in the link given below:

https://www.mmforgings.com/uploads/Familiarisation_programme/Familirisation_Programme.pdf

29. AUDITORS:

29.1. Statutory Auditors:

The Company at its 76^th Annual General Meeting (AGM) held on 4 July 2022 has appointed M/s. G Ramesh Kumar & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for the first term of 5 years from the conclusion of 76^th AGM till the conclusion of 81^st AGM, at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Statutory Auditors will continue to hold office for the second year in their first term of five consecutive years, from the conclusion of this AGM.

The Auditorsâ Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.

29.2. Secretarial Auditor:

The Secretarial Audit Report for the Financial Year 2022-23 given by Shri. V. Shankar is attached to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

29.3. Cost Auditor:

Pursuant to the provisions contained in Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Shri. S. Hariharan (CP No. 20864) has been appointed as Cost Auditor for the financial year 2023-24.

30. EXPLANATION TO AUDITORâS REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

31. SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training at all levels have been provided by the Company.

32. PERFORMANCE OF SUBSIDIARIES:

32.1. D V S Industries Private Limited:

During the Financial year under review, D V S has achieved a turnover of C95.54 Crores as against C66.51 Crores in F22. The EBITDA stood at C 16.41 crores as against loss of C5.25 Crores in F22.

32.2. Cafoma Autoparts Private Limited:

The Company has acquired Cafoma Autoparts Private Limited (Cafoma) for C33 Crores, including subordinated debt of C5 Crore on 15 October 2021. It is the wholly-owned subsidiary of MM Forgings Limited and is engaged in manufacturing and machining of crankshaft.

Cafoma achieved a turnover of C10.76 Crores in F23 as against C10.09 Crores achieved in F22. The EBITDA in F23 stands at C2.97 Crores as against C3.17 Crores in F22.

In order to have integration ofbusiness operations and consolidation ofthe activities leading to operational synergies and to reduce multiplicity of legal and regulatory compliance, the Board of Directors, in their meeting held on 13 February 2023, have approved the scheme of amalgamation of Cafoma with the Company effective 01 April 2023. The Company is in the process of filing necessary applications with National Company Law Tribunal and procedural activities are being undertaken for the aforesaid amalgamation process.

32.3. Suvarchas Vidyut Private Limited:

Suvarchas Vidyut Private Limited (SVPL) was incorporated as a wholly owned subsidiary of the Company on 31 March 2022. SVPL is engaged in manufacturing of electrical and electronic components and subassemblies for industrial, consumer, and automotive applications. During the year under review, SVPL have registered sales of C7.53 Crores with EBITDA reported with a loss of C 1.82 Crores.

32.4. Abhinava Rizel Private Limited:

Abhinava Rizel Private Limited (ARPL) was incorporated on 11 May 2022.

As a part of transformation strategy, with an intention to develop and to become a leading player in the growing electric vehicle (EV) segment, M M Forgings Limited (MMF) had acquired 88% stake in ARPL on 01 September 2022 by investing C 15.84 Crores in equity, thereby becomes a holding Company of ARPL.

APRL is engaged in business of design, manufacturing of parts / components for EV electric power train, electric motors and electric controllersâ / drives gearbox and ADAS systems, etc., used in automotive, industrial, marine, aerospace etc., The samples and testing of motors in two and three wheelers are in the initial stage. The production is expected to commence from Q3F24.

33. DEPOSITS:

The Company does not have any deposits nor accepts any fresh deposits.

34. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 134 (3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure I.

35. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, pursuant to the new legislation, âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â introduced by the Government of India, which came into effect from 09 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at workplace. There were no cases reported during the year under review under the said Policy.

Disclosures in relation to the Sexual Harassment of Women in work place:

No. of complaints filed during the year - 0

No of complaints disposed of during the year - 0

No of complaints pending as on the end of the financial year - 0

36. ACKNOWLEDGEMENT:

Your directors would like to express their gratitude for the cooperation and continued assistance received from DBS Bank, State Bank of India, HDFC Bank, Federal Bank, ICICI Bank, RBL Bank Limited and Standard Chartered Bank.

Your directors wish to record their appreciation for the exemplary services rendered by the employees of the Company. The results achieved would not have been possible but for their outstanding effort and divine grace.

Above all the Directors thank the shareholders for their continued confidence in the management.

Mar 31, 2022

1. financial results for the year ended 31^st MARCH 2022 ( C in lakhs)
	Particulars	2021-22		2020-21
1.1	Forging sales		1,08,798.03		71,146.74
1.2	Profit before exceptional items/ extraordinary items and Tax		13,289.40		5,493.05
1.3	Exceptional/Extraordinary Items		0.13		0.03
1.4	Profit Before Tax		13,289.53		5,493.08
1.5	Tax
	For current year	2,599.52		725.00
	Relating to previous years	84.55		0.00
	Deferred Tax / MAT Credit	1,429.48	4,113.55	107.36	832.36
	Profit after Tax		9,175.99		4,660.72
2. dividend and financial results ( C in lakhs)
2.1	Profit after Tax	9,175.99	4,660.72
2.2	Balance in P & L Account	121.17	115.54
2.3	Profit available for appropriation	9,297.16	4,776.28
2.4	Transfer to General Reserve	7,725.00	3,200.00
2.5	Proposed Dividend	1,448.45	1,455.09
2.6	Balance carried forward	123.71	121.17

The Directors declared 60% dividend ( C 6/- per share ) of face value of C 10/- each, in their meeting held on 25^th May 2022.

The Directors do not recommend any final dividend for the year 2021-22.

3. SHARE CAPITAL

There was no change in the share capital during the year.

4. HIGHLIGHTS OF THE Companyâs OPERATIONAL PERFORMANCE

4.1 The Company has overall Revenue, of above C1100 crores.

4.2 The Companyâs PBT is C 132.89 crores.

4.3 The Companyâs PAT stands at C 91.76 crores.

4.4 The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were C 476.66 crores.

4.5 The Company has retained its ISO 9001 and TS 16949 Certification for its Quality Management.

4.6 Export sales is C 541 crores and the domestic sales stands at C 547 crores.

4.7 The Company has declared an interim dividend of 60 % dividend for the year.

5. INDIAN ACCOUNTING STANDARD ( IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company has adopted Indian Accounting standards (IND AS).

6. EXPENSES MADE MORE THAN 10 % OF THE TURNOVER

Raw Material - C 522.81 Crores (46.55 %)

Personnel - C 112.73 Crores (10.04 %)

7. MANAGEMENT DISCUSSION AND ANALYSIS Economic Overview - Global

The onset and subsequent drawn out war in eastern Europe has thrown commodity prices high, further dampening prospects of global economic recovery.

War-induced commodity price increases and broadening price pressures have led to 2022 inflation projections of 5.7% in advanced economies and 8.7% in emerging market and developing economies -1.8% and 2.8% points higher than projected last January. Multilateral efforts to respond to the humanitarian crisis, preventing further economic fragmentation, maintaining global liquidity, manageing debt distress, tackleing climate change, and an end to the pandemic are essential.

	2021	2022	2023*
World output	6.1	3.6	3.3
Advanced Economies	5.2	3.3	2.4
Emerging Markets	6.8	3.8	4.4
India	8.9	8.2	6.9

* Projection || Source: World Economic Outlook || IMF

Global growth is projected to slow from an estimated 6.1 percent in 2021 to 3.6 percent in 2022 and 2023. This is 0.8 and 0.2 percentage points lower for 2022 and 2023 than projected in January. Beyond 2023, global growth is forecasted to decline to about 3.3 percent over the medium term.

It has been two years since COVID-19 was declared as a global pandemic with terrible loss of lives and livelihoods. Adaptation to life with pandemic induced restriction has enabled the global economy to perform reasonably well despite overall subdued mobility, leading to a stronger-than-anticipated rebound, on average, across regions.

After the near-term, widespread availability of vaccines and near-normalization of economic activity, together with continued policy support, should help fuel the manufacturing recovery. Further normalization of global capital expenditure will be an important source of demand for manufacturing.

MANAGEMENT DISCUSSION AND ANALYSIS Economic Overview - India

With Covid-19 largely behind, the Indian economy faces strong inherent growth momentum which is likely to be tempered by inflation, the consequent rise in interest rates and the risk of demand dampening.

Notwithstanding headwinds, globally, the Indian economy is projected to have the strongest growth in GDP in 2022 and also in 2023!

The phased unlocking of the economy with government intervention eased manufacturing and supply chains. Many sectors of the economy re-bounded in FY22. The third wave of the pandemic which lasted between Dec21 through Feb22 did not dent the momentum. The recovery cycle picked up from the second half of FY22 and is expected to grow further in FY23 and FY24. It may moderate from FY25 onwards. The IMF has upwardly revised the growth forecast to 8.2% for FY22 and 6.9% for FY23. This is the highest GDP growth rate in the world!

Indiaâs GDP, which shrank from $2.87 trillion in FY20 to $2.66 trillion in the FY21, is expected to rise to about $5 trillion in FY27 or FY28. The latest forecast hints that the target of $5 trillion may fructify with a minimum delay of four years.

FY22 saw an unprecedented rally in domestic steel prices which seemed unstoppable even in the current fiscal FY23. Steel prices have increased by almost 30% year on year. Further increases are expected in FY23. There is also anticipation that the government would take structural measures to cool down the steel market in India.

Market segments outlook: Key segment analysis: Commercial Vehicles (CV)

The CV segment plays a significant role of MMF with sales of 82%. Passenger car segment constitutes 11% and others 7%.

CV segment is poised to witness a robust turnaround domestically. It is also expected to do well in North America and Europe. US class 8 truck sales recorded significant numbers in Apr 2021 (440,000) and in Apr 2022 (390,000).

The European market has witnessed consistent demand through the years in excess of 300,000 HCV for the last 3 calendar years. However the prospects of continued war in eastern Europe is expected to dampen these economies. Real GDP growth rate is 5.9% for 2021 and 1.6% in 2022 and is expected to be 1.9% in 2023 and 2.2% in 2024.

In India, MHCV production which peaked in FY19 at 444,000 vehicles has tapered to 234,000 vehicles in FY20,161,000 in FY21 and 241,000 in FY22. In FY23 MHCV production is expected to grow significantly to 400,000 units.

Currency movement: [USD vs INR]

The INR which is near record lows at C 77.56 per USD is expected to be under continued pressure.

M M FORGINGS - Achievements in FY22

The following were achieved during FY22, despite the second and third wave of pandemic:

Domestic sales	C 547 crore
Export sales	C 541 crore
Total sales	C 1088 crore
Overall sales around	C 1123 crore
Production tonnage	61,200 Tons

Changes in steel prices which are in line with international markets are generally being passed on to customers as is the industry practice.

We are focusing on launching new products to take advantage of the forging capacities created in the last 4 years. We are also de-bottlenecking to take advantage of the growth in established products

Key Financial Ratios:

Debtors Turnover	118 days
Inventory Turnover	5.46
Interest Coverage Ratio	7.39
Current Ratio	1.90
Debt Equity Ratio	0.75
Operating Profit Margin (%)	11.76 %
Net Profit Margin (%)	8.17 %

As highlighted in the Directorsâ Report, Return on Net Worth (on PAT) is 17.31% and Return on Capital Employed is 16.21%. Total Outside Liabilities to Net Worth stands at 1.41.

Human Resources and Industrial Relations

1. Our Company continues to focus on the development of its human resources to improve its performance. As on 31st Mar 2022, the Company currently has approximately 3703 employees. It is their invaluable contribution that has primarily resulted in our Companyâs position of strength in the industry.

Every year, each plant of the Company celebrates Founderâs Day in a family atmosphere with all employees and their households. This practice has been hampered on account of COVID-19. We expect to restart this in the coming months.

3. Health, Safety and Environment

The Company follows a policy of zero tolerance towards accidents. Wherever possible, visible controls and fail-safe systems are provided to ensure prevention of accidents. Regular communication, periodic reviews of practices and training, play a vital role in maintaining safety standards.

The Company ensures compliance with all pollution control regulations. Adequate pollution control equipment have been installed to treat effluents and to control air pollution.

Risk Management

1. The Company is a leading manufacturer of automotive components. Automotive industry is subjected to cyclical variations in performance and is very sensitive to policy changes. The market is very competitive. Prices of raw materials change based on supply and demand. Margins remain under constant pressure. Any steep reduction in off-take exposes the Company to high fixed costs.

2. A considerable portion of the customers of the Company are situated outside of India. Hence, demand for the Companyâs product is subject to the health of the global economy.

3. The war in eastern Europe poses significant risk in global geopolitical stability

4. Further, the consequent inflation in commodity prices, hike in interest rates and prospect of significant demand reduction are risks to be considered in the coming months.

5. The Company has spread its risks by increasing the geographic spread of its customer base The Company proposes to improve capacity utilization in its existing facilities. Working capital management will receive high priority.

6. Risk Management Committee (RMC) has been formed w.e.f 21 Jun 21.

7. RMC shall meet twice a year.

8. The responsibilities of RMC includes formulating risk management policy, implementation of the policy, monitor, evaluate risks, device appropriate methodology, processes and systems.

M M FORGINGS - forging ahead with Manufacturing Excellence

Our goals in the coming months:

1. Focus on improving sales in keeping with market conditions.

2. Utilizing the production capacity of 1,00,000 Tons.

3. Focus on cost reduction continuously - particularly on reducing energy consumption and improving productivity.

4. Enhance IT systems with the continued development of the ERP system in place.

5. Continue the evolution into green sources of energy in the coming months.

6. Reduce the impact on the environment.

Sources:

â¢ IMF World Economic Output

â¢ The Economist

â¢ SIAM data

8. TRANSFER TO RESERVE

A sum of C 77.25 Crores has been transfered to General Reserve.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has made advance to the tune of C 83.52 Crores to its Subsidiary Company, DVS Industries Private Limited, repayable at prevailing rates. The details of the investments made by the Company are given in the notes to the financial statements.

10. DIRECTORS

Smt. Sumita Vidyashankar was appointed in the Board on 13 August 2021 as an Additional Director. Her appointment was regularised in the Annual General Meeting held on 13 September 2021.

11. RETIRE BY ROTATION

Shri. K. Venkatramanan (DIN 00823317) will retire by rotation and being eligible has offered himself for re-appointment.

12. DETAILS OF DIRECTORS OR KMP RESIGNED DURING THE YEAR - NIL

13. BOARD AND COMMITTEE MEETING DATES

Details are provided in Annexure III of this Report.

14. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS - None

15. RISK MANAGEMENT

Your Company has implemented a mechanism for risk management and has formulated a Risk Management Policy. The Policy provides for identification of risks and mitigation measures. The Audit Committee is informed on the risk assessment and minimizations mechanism adopted by the Company.

The Company has formed Risk Management Committee, which consist of majority of Board Members.

16. RELATED PARTY TRANSACTION

The Company has formulated a policy on related party transactions and the same is uploaded on the Companyâs website:

https: //www.mmforgings.com/uploads/policies/Policy_on_Related_Party_Transactions.pdf

Related Party transactions during the financial year 2021-22 is shown in Annexure III to the Directorsâ Report, under the head âDisclosuresâ.

There are no âMaterialâ contracts or arrangement or transactions at armâs length basis.

There are no materially significant Related Party transactions made by the Company with Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

For related party transactions as per Accounting Standards, refer Notes on Accounts.

17. CORPORATE SOCIAL RESPONSIBILITY

Amount to be spent under CSR for F22 - C 147.26 lakhs

Amount spent in F22 - C 173.94 lakhs

Excess spent for F22 - C 26.68 lakhs

Annual report on CSR has been provided in Annexure III of this Report.

18. POLICY ON DIRECTORSâAPPOINTMENT AND REMUNERATION

In terms of provision of section 178 of the Companies Act, 2013 read with Rules prescribed, a policy for the Directors, KMP and other employees has been adopted by the Board of Directors of the Company, which analyzes the criteria for determining qualifications, positive attributes and independence of a Director.

The said policy is provided in Companyâs website as below:

https://www.mmfbrgings.com/uploads/policies/Nomination_and_Remuneration_Policy_f_

amended).pdf

19. PARTICULARS OF EMPLOYEES

The information required under the rules prescribed, has been given in the annexure appended hereto and forms part of this report.

20. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

20.1 The ratio of remuneration of each Director to the median remuneration of the employees:

Name	Ratio
Shri Srinivasan N	0.00	1
Shri Vaidyanathan V	1.65	1
Shri Gopalakrishnan A	1.65	1
Smt Kavitha Vijay	1.65	1
Smt Sumita Vidyashankar	1.65	1
Shri Vidyashankar Krishnan	287	1
Shri K. Venkatramanan	287	1

For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

20.2 Percentage increase in remuneration of each Director, KMP, in the financial year:

Name	Increase %
Shri Srinivasan N	125.00%
Shri Vaidyanathan V	4.69%
Shri Gopalakrishnan A	50.00%
Smt Kavitha Vijay	24.82%
Smt Sumita Vidyashankar	100.00%
Shri Vidyashankar Krishnan	132.84%
Shri K. Venkatramanan	133.26%
Smt J. Sumathi	14.24%
Shri R. Venkatakrishnan	11.14%

20.3 Percentage increase in median remuneration of employees is 45.30% in the financial year 2021-22.

20.4 The number of permanent employees on the rolls of Company: 2159.

20.5 Explanation of relationship between average increase in remuneration and Company performance: PAT - (last year) C 4,660.72 Lakhs; PAT - (this year) - C 9,175.99 Lakhs. Increase 98.45% against which, the average increase in remuneration is 45.30%

20.6 Comparison of remuneration of each KMP against performance of Company

Name	Designation	CTC in D	% of Increase	PAT D in Lakhs	% in PAT
Vidyashankar Krishnan	CEO	6,95,29,262	132.84
J.Sumathi	Company Secretary	11,32,900	14.24	9175.99	98.45
R.Venkatakrishnan	CFO	17,14,036	11.14

20.7 Variation in market cap/net worth of Company:

Date

Paid up Capital

(Shares)

Closing market Price per share

in C

EPS

Ratio

Market

Capitalisation

C in Crores

31.03.2021

24140800

495.00

19.31

25.63

1,194.97

31.03.2022

24140800

846.75

38.01

22.28

2,044.12

20.8 Justification of increase in managerial remuneration with that of increase in remuneration of other employees.Average Increase in Remuneration for employees other than Directors and KMP is 36.90%.

Average Increase in Remuneration for KMP and Senior Management is 127.10%.

20.9 Key parameters for any variable remuneration of Directors:

Directors are paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013.

20.10 Ratio of remuneration of highest paid Director to other employees who get remuneration more than highest paid Director - NOT APPLICABLE.

20.11 Is remuneration as per remuneration policy of the Company: YES.

21 SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATIONS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

CompanyâS OPERATIONS IN FUTURE:

Not applicable.

22 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE

FINANCIAL POSITION OF THE Company WHICH HAS OCCURRED SINCE

31.03.2022 TILL THE DATE OF THE REPORT:

NIL

23 DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying

financial statements by taking all reasonable steps to ensure that:

23.1 In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

23.2 The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2022 and of the profit or loss of the Company for that period ended on that date;

23.3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

23.4 The Directors had prepared the annual accounts on a going concern basis.

23.5 The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

24 ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue. The Whistle Blower Policy covering all employees and Directors is hosted on the Companyâs website at https: //www.mmforgings.com/uploads/policies/Whistle_Blower_ Policy2.pdf.

A high level Committee has been constituted to look into the complaints. The Committee reports to the Audit Committee and the Board.

25 ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively.

26 CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the Company. The Company is committed to ethical management and excellence in performance. Details are provided in Annexure III.

27 ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https: //www.mmforgings.com/uploads/general_share/AnnualReturn.pdf

28 A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS;

28.1 Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feed back forms for evaluation of the Board, Independent Directors and Chairman.

28.2 Independent Directors at a meeting without anyone from the non-independent Directors and management, considered/evaluated the Boardâs performance, performance of the Chairman and other non-independent Directors. Their meeting was held on 17 November 2021.

28.3 The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant Director).

28.4.1. Observations of Board evaluation carried out for the year: The main inputs received from the Directors, covering various aspects of the Boards functioning was with regard to adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors and Top Managerial Personnel were carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

28.4.2 Previous yearâs observations and actions taken - NIL

28.4.3 Proposed actions based on current year observations - NIL

29 FAMILIARISATION OF PROGRAMME ARRANGED FOR INDEPENDENTDIRECTORS

â¢ M M Forgings Limited has put in place a system to familiarise independent Directors about the Company, its products, business and the on-going events relating to the Company.

â¢ Independent Directors of the Company are made aware of their role, responsibilities and liabilities at the time of their appointment / re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

â¢ They are also made aware of Companyâs Board and Board Committee framework, policies and procedures.

â¢ As part of Board Discussions, presentations on business of the Company are made to the Directors from time to time.

â¢ Important announcements and press releases for various news related to the Company are forwarded to the Directors from time to time.

â¢ Each member of the Board, including the independent Directors, have been given complete access to any information relating to the Company.

â¢ You may also view the Company website: https://www.mmforgings.com/uploads/ Familiarisation_programme/Familiarization_programme1.pdf

30 AUDITORS:

M/s G R N K & Co., Chartered Accountants (FRN 016847S) will be retiring in the ensuing

Annual General Meeting. M/s Ramesh Kumar & Co., Chartered Accountants, will be appointed

as Auditors for a period of 5 years from this forthcoming Annual General Meeting.

There is no audit qualification, reservation or adverse remark for the year under review.

Brief profile of M/s . Ramesh Kumar & Co.:

Partners: G.Ramesh Kumar FCA and S.Sridhar FCA

1. Statutory / Internal Audit of more than 50 Limited Companies, MSME,Trust, including Trust running Educational Institutions, branches of public sector banks.

2. services for acquisition, mergers/ demergers.

3. Preparation ofProject Feasibility Reports for Term Loan from All India Financial Institutions - IDBI/ IFCI/TFCI/ State Financial Institutions/ banks. Income Tax representations and Appeal of more than 600 families.

31. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and Rules thereunder, the Company has appointed V.Shankar, Practicing Company Secretary (C.P. No. 12974) as the Secretarial Auditor for the financial year 2022-23.

32. COST AUDITOR

33. SUBSIDIARY COMPANIES33.1 DVS INDUSTRIES PRIVATE LIMITED

DVS Industries achieved a turnover of C 66.01 Crores in FY22 located in Pantnagar, Uttarakhand. DVS Industries is well equipped with precision equipment, in-house tool room inspection facilities, well trained personnel, etc.

33.2 CAFOMA AUTOPARTS PRIVATE LIMITED

The Company acquired Cafoma Autoparts Pvt. Ltd. for C33 Crores, including subordinated debt of C5 Crore on 15^th October 2021. It is now a wholly owned subsidiary of MM Forgings Ltd. and is engaged in machining. Cafoma achieved a turnover of C 9.12 Crores (in FY22) of crankshafts.

33.3 SUVARCHAS VIDYUT PRIVATE LIMITED

SUVARCHAS VIDYUT PRIVATE LIMITED was incorporated as a wholly owned subsidiary of the Company on 31^st March 2022. There were no activities in this year. Authorised Share Capital : C 5,00,00,000/- (Rupees Five Crores Only)

Paid-Up Share Capital : C 1,00,00,000 (Rupees One Crore Only)

Turnover : New Company / not yet started operations.

Object : It is a start-up Company to produce electrical and

electronic components and subassemblies for industrial, consumer, and automotive applications.

34 EXPLANATION TO AUDITORâS REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

35. SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training at all levels have been provided by the Company.

36. DEPOSITS:

The Company does not have any deposits nor accepts any fresh deposits.

37. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 134 (3) of the Companies Act, 2013, read with the Companies (Accounts)) Rules, 2014 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure

38. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given the necessary declarations to the Company as required under sub section (6) of Section 149 of the Companies Act, 2013.

39. PROHIBITION AND REDRESSAL OF SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

During the year under review, pursuant to the new legislation, âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â introduced by the Government of India, which came into effect from 09 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at workplace. There were no cases reported during the year under review under the said Policy.

Disclosures in relation to the Sexual Harassment of Women in work place:

No. of complaints filed during the year - 0

No of complaints disposed of during the year - 0

No of complaints pending as on the end of the financial year - 0

40. COVID 19

The Company is following Covid-19 guidelines, rules and regulations issued by Central and State governments. During the second wave (Delta Variant) in May to July of 2021, your company contributed a total of C 132.78 Lakhs towards the Covid effort, largely by building, bolstering and augmenting the availablity of oxygen to hospitals - both private and public.

41. BUSINESS RESPONSIBILITY REPORT

The Report is attached to this Report. (Annexure 5)

42. INDEPENDENT DIRECTOR SELF ASSESSMENT TEST

â¢ Shri. N. Srinivasan and Shri. V. Vaidyanathan are exempted from undergoing selfassessment test.

â¢ Shri A. Gopalakrishnan and Smt. Kavitha Vijay have passed the self-assessment test conducted by the Ministry of Corporate Affairs.

43. ACKNOWLEDGEMENT:

Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board Vidyashankar Krishnan

Place: Chennai Chairman of the Meeting

Date: 25 May 2022 (DIN 00081441)

Mar 31, 2018

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2018

(Rs. in Lakhs)

			2017-18		2016-17
1.1.	Forging Sales		60091.09		46042.66
1.2.	Profit before exceptional items/ extraordinary items and Tax		8191.36		5514.16
1.3	Exceptional/Extraordinary Items		17.21		0.25
1.4	Profit Before Tax		8208.57		5514.41
1.5	Tax
	For current year	1500.00		1176.86
	Relating to previous years	-		80.91
	Deferred Tax	(323.35)		293.21
	MAT credit entitlement	181.19	1357.84	(378.81)	1172.19
	Profit After Tax		6850.73		4342.22

The Directors commend the employees for their commitment and contribution.

2. DIVIDEND AND FINANCIAL RESULTS: (Rs. in Lakhs)

		2017-18	2016-17
2.1.	Profit After Tax	6850.73	4342.22
2.2.	Balance in P & L Account	244.71	244.20
2.3.	Profit available for appropriation	7095.44	4586.42
2.4.	Transfer to General Reserve	5400.00	3500.00
2.5.	Interim Dividend paid	701.43	841.71
2.6	Proposed Dividend	701.43	-
2.7.	Balance carried forward	292.58	244.71

The Directors had declared a second Interim Dividend of 50% - Rs.5/- per share of face value of Rs.10/- each on 28 May 2018. The Directors earlier declared first Interim Dividend of Rs.5/- per share and the same was paid on 11 December 2017. With this, the total Dividend for the year ended 31, March 2018, will aggregate to Rs.10/- per share. The Directors do not recommend any final dividend for the year 2017-18.

3. HIGHLIGHTS OF THE COMPANYâS OPERATIONAL PERFORMANCE

3.1 The company continues to be one of the largest exporter of forgings from South India and has received 26 consecutive Annual Awards from The engineering Exports Promotion Council since 1989.

3.2 The company has crossed the Rs.200 Crore mark for the first time in domestic sales, Rs.350 Crore mark in export sales and Rs.600 Crore mark in overall sales.

3.3 The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were Rs.277.30 crores.

3.4 The Company has retained its ISO 9001 and TS 16949 Certification for its Quality Management.

3.5 The capital expenditure during the year was Rs.100.90 Crores. Forgings and Machining capacity has been substantially increased in line with customer demand. The company also produces Green energy in its Solar and in Wind farms.

3.6 DVS Industries (P) Ltd : Your Company has acquired DVS Industries (P) Ltd.

4. INDIAN ACCOUNTING STANDARD ( IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry of Corporate Affairs ( MCA) on 16 February 2015, the company has adopted Indian Accounting standards (IND AS)

5. EXPENSES MADE MORE THAN 10 % OF THE TURNOVER

Raw Material - Rs.285.57 crores (45.12%)

Personnel - Rs.65.28 crores (10.31%)

7. TRANSFER TO RESERVE

Transfer to General Reserve - Rs.54 Crores

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has made advance to the tune of Rs.46.28 Crores to its Subsidiary Company, DVS Industries Private Limited, repayable at prevaling rates.

The details of the investments made by the company are given in the notes to the financial statements.

9. DIRECTORS

Both Shri Vidyashankar Krishnan, Vice Chairman and Managing Director and Shri K Venkatramanan, Jt Managing Director are being re-appointed for a period of five years with effect from 1 September 2018. The profile of Directors form part of the notice.

10. DETAILS OF DIRECTORS OR KMP RESIGNED DURING THE YEAR - NIL

11. BOARD AND COMMITTEE MEETING DATES

Details are provided in Annexure III of this Report.

12. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS - None

13. RISK MANAGEMENT

14. RELATED PARTY TRANSACTION

The Company has formulated a policy on related party transactions and the same is uploaded on the Companyâs website.

All Related Party transactions that were entered into by the Company during the financial year 2017-18, were in compliance of Section 188 of the 2013 Act and the Rules framed thereunder. There are no âMaterialâ contracts or arrangement or transactions at armâs length basis.

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI LODR. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee for its review.

For related party transactions, refer Annexure 3, under the head âDisclosuresâ

15. CORPORATE SOCIAL RESPONSIBILITY

Your Company has fulfilled its obligation towards CSR, by spending a sum of Rs.131.36 Lakhs during the year.Annual report on CSR has been provided in Annexure III of this Report.

16. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

In terms of provision of section 178 of the Companies Act, 2013 read with Rules prescribed, a policy for the Directors, KMP and other employees has been adopted by the Board of Directors of the Company analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said Policy is given in Annexure 3 under Nomination & Remuneration Committee.

17. PARTICULARS OF EMPLOYEES

The information required under the rules prescribed, has been given in the annexure appended hereto and forms part of this Report.

18. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES :

18.1 The ratio of remuneration of each Director to the median remuneration of the employees:

Name	Ratio
Shri. N. Srinivasan	4.15 : 1
Shri V. Vaidyanathan	2.21 : 1
Shri A. Gopalakrishnan	1.66 : 1
Ms. Kavitha Vijay	1.66 : 1
Shri Vidyashankar Krishnan	243.52 : 1
Vice Chairman & Managing Director (Chief Executive Officer) Shri. K. Venkatramanan, Joint Managing Director	236.31 : 1

For this purpose, sitting fees paid to the Directors have not been considered as remuneration 18.2 Percentage increase in remuneration of each Director, KMP, in the financial year:

Name	% Increase
Shri. N. Srinivasan	-
Shri V. Vaidyanathan	-
Shri A. Gopalakrishnan	5.56 %
Ms. Kavitha Vijay	-
Shri Vidyashankar Krishnan	44.39 %
Vice Chairman & Managing Director
(Chief Executive Officer)
Shri. K. Venkatramanan, Joint Managing Director	45.32 %
Smt.J.Sumathi, Company Secretary	5.17 %
Shri.R.Venkatakrishnan, CFO	10.78 %

18.3 Percentage increase in median remuneration of employees is 21.10 in the financial year 2017-18

18.4 The number of permanent employees on the rolls of Company: 1589

18.5 Explanation of relationship between average increase in remuneration and company performance :

PAT - ( last year) - Rs.4342.22 Lakhs PAT - ( this year) - \Rs.6850.75 Lakhs,

Increase - 57.77 against which, the average increase in remuneration is 24 %

18.6 Comparison of remuneration of each KMP against performance of company

Name	Designation	CTC in CTC	% Increase	PAT Rs. in Lakhs	% in PAT
Vidvashankar Krishnan	CEO	44045674	44.39%	6850.75	57.77%
J.Sumathi	Company Secretary	1051310	5.17 %
R.Venkatakrishnan	CFO	1570122	10.78 %

18.7 Variation in market cap/net worth of company:

Date	Issued Capital (Shares)	Closing market Price per share in Rs.	EPS	PE Ratio	Market Capitalisation Rs. in Crores
31.03.2017	12070400	542	35.97	15.07	654.21
31.03.2018	12070400	1038	56.76	18.29	1252.90
Increase/ (Decrease)	NIL	496	20.79	3.22	598.69
% of Increase/ (Decrease)	NIL	91.51	57.80	21.37	47.78

18.8 Justification of increase in managerial remuneration with that of increase in remuneration of other employees.

Average Increase in Remuneration for employees other than Directors and KMP is 2.1%

Average Increase in Remuneration for KMP and Senior Management is 42.3%

18.9 Key parameters for any variable remuneration of Directors:

Directors are paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013

18.10 Ratio of remuneration of highest paid Director to other employees who gets remuneration more than highest paid Director. - NOT APPLICABLE

18.11 Is remuneration is as per remuneration policy of the Company: YES

19 SIGNINFICANT MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE: Not applicable

20 MATERAIL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2018 TILL THE DATE OF THE REPORT: Not applicable

21 DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that -

21.1 In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

21.2 The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2018 and Profit or Loss of the Company for that period ended on that date.

21.3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

21.4 The Directors had prepared the annual accounts on a going concern basis.

21.5 The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

22 ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue. The Whistle Blower Policy covering all employees and Directors is hosted on the Companyâs website.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

23 ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively.

It also ensures the orderly efficient conduct of its business, including adherence to Companyâs policies, the safe guarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information during the year, such controls were tested and bi-material weakness in the operations were observed.

24 CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the company. The company is committed to ethical management and excellence in performance. Details are provided in Annexure 3.

25 ANNUALRETURN

An extract of Annual Return as on 31 March 2018 pursuant to Section 92 ( 3) of the Companies Act, 2013 and forming part of the report is attached separately.

26 A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS;

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feed back forms for evaluation of the Board, Independent Directors and Chairman.

2. Independent Directors at a meeting without anyone from the non-independent Directors and management, considered/evaluated the Boardâs performance, performance of the Chairman and other non-independent Directors. Their meeting was held on 14 November 2017.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant Director)

4. i) Observations of board evaluation carried out for the year:

The main inputs received from the Directors, covering various aspects of the Boardâ functioning was with regard to adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

ii) Previous yearâs observations and actions taken- NIL

iii) Proposed actions based on current year observations . NIL

27 FAMILIARISATION OF PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

- M M Forgings Limited has put in place a system to familiarise the independent Directors about the company, its products, business and the on-going events relating to the company.

- Independent Directors of the Company are made aware of their role, responsibilities and liabilities at the time of their appointment / re-appointment , through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

- They are also made aware of Companyâs Board and Board Committee framework, policies and procedures.

- As part of Board discussions, presentations on business of the Company are made to the Directors from time to time.

- Important announcements and press releases for various news related to the company are forwarded to the Directors from the time to time.

- Each member of the Board, including the independent Directors, have been given complete access to any information relating to the Company.

- You may also view the company website www.mmforgings.com in this regard.

28 AUDITORS:

G R N K & Co., Chartered Accountant (FRN 016847S) have been appointed as the Statutory Auditors of the Company in the 71st Annual General Meeting held on 26 September 2017. They will hold office for a period of five years

29. SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed V.Shankar, Practicing Company Secretary (C.P. No. 12974 ) as the Secretarial Auditor for the financial year 2017-18 whose report of 28 May 2018 is attached separately to this report.

30. COST AUDITOR

31 SUBSIDIARY COMPANY - DVS Industries Private Limited

Your company has acquired majority stake in DVS Industries Private Limited for cash consideration, who is a leading manufacturer of crank shafts, automobile crank shafts and diesel engines. This acquisition was decided in the Board Meeting held on 05 February 2018.

With this acquisition, your company will enhance synergies between itâs wide ranging capability in forgings and machining and DVS Industries long standing expertise will be an addition in machining of crankshafts.

Incorporated in 1992, DVS Industries (with the paid-up share capital currently being Rs.1,59,29,900/ and turn-over of Rs.13.17 Crores in FY 2017) is a north Indian based player with its manufacturing unit located in Pant Nagar, Uttarakhand. DVS Industries is well equipped with modern manufacturing facilities, such as sophisticated in-house tool room.

32 EXPLANATION TO AUDITORâS REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

33 SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training at all levels have been provided by the Company.

34 DEPOSITS:

The Company does not have any deposits. Fresh deposits are not being accepted by the Company.

35 ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

36 DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given the necessary declarations to the Company as required under sub section (6) of Section 149 of the Companies Act, 2013.

37 PROHIBITION AND REDRESSAL OF SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

During the year under review, pursuant to the new legislation, âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â introduced by the Government of India, which came into effect from 09 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There were no cases reported during the year under review under the said Policy.

38 ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from Citibank N.A., DBS bank, HDFC Bank Ltd and State Bank of India.

Your Directors wish to record their appreciation for the exemplary services rendered by the employees of the company. The results achieved would not have been possible but for their outstanding effort.

Above all the Directors thank the shareholders for their continued confidence in the management.

Place : Chennai For and On behalf of the Board

Date : 28 May 2018 N. SRINIVASAN

Chairman

Mar 31, 2017

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2017

(Rs. in Lakhs)

			2016-17		2015-16
1.1.	Forging Sales		46,042.66		48,905.80
1.2.	Profit before exceptional items/ extraordinary items and Tax		5514.16		6,928.91
1.3.	Exceptional/Extraordinary Items		0.25		0.55
1.4.	Profit Before Tax		5514.16		6,929.46
1.5.	Tax
	For current year	1176.86		1,725.00
	Relating to previous years	80.91		52.18
	Deferred Tax	293.21		143.45
	Mat Credit Entitlement	(378.81)	1172.19		1,920.63
	Profit After Tax		4342.22		5,008.83

The Directors commend the employees for their commitment and contribution.

2. DIVIDENDAND FINANCIAL RESULTS:

(Rs. in Lakhs)

		2016-17	2015-16
2.1.	Profit After Tax	4342.22	5,008.83
2.2.	Balance in P & L Account	244.20	177.07
2.3.	Profit available for appropriation	4586.42	5,185.91
2.4.	Transfer to General Reserve	3500.00	4,100.00
2.5.	Interim Dividend paid	701.43	841.72
2.6.	Proposed Dividend	140.28	-
2.7.	Balance carried forward	244.71	244.20

The Directors had declared Two Interim Dividend of 50% - Rs.5/- per share of face value of Rs.10/- each on 11 August 2016 and 10% - Rs.1/- per share on 19 May 2017. With this, the total Dividend for the year ended 31^st March 2017, will aggregate to 60% - Rs.6/- per share. The Directors do not recommend any final dividend for the year 2016-17

3. HIGHLIGHTS OF THE COMPANYâS OPERATIONAL PERFORMANCE

3.1. The Company continues to be one of the largest exporter of forgings from India and has received 25 consecutive Annual Awards from The Engineering Exports Promotion Council since 1989.

3.2. The Company has also crossed the Rs.150 Crore mark for the second time in domestic sales.

3.3. The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were Rs.235.56 Crores.

3.4. The Company has retained its ISO 9001 and TS 16949 Certification for its Quality Management.

3.5. The capital expenditure during the year was Rs.80.57 Crores. Forging and Machining capacity has been substantially increased in line with customer demand. The Company also produces Green Energy in its Solar and in Wind farms.

3.6. Directors retained the dividend payment to 60%.

4. Indian Accounting Standard (IND AS) IFRS Converged Standards

Pursant to the notification of the Companies (Indian Accounding Standard) Rules, 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company has adopted Indian Accounting Standard (IND AS) with effect from 01 April 2016.

5. EXPENSES MADE MORE THAN 10% OF THE TURNOVER

Raw material - Rs.191.13 Crores (43%)

Personnel - Rs.52.86 Crores (12%)

6. TRANSFER TO RESERVE

Transfer to General Reserve - Rs.35 Crores.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Not applicable

8. DIRECTORS

8.1 Shri. K. Venkatramanan, Director retires by rotation and being eligible, offers himself for reappointment.

Shri. K. Venkatramanan has a Bachelor of Engineering Degree. He has 25 years of experience in the Company. He joined the Board as an Additional Director in this Company. He has been responsible for the tremendous growth in the sales of the Company. His accomplishments include a 10 fold increase in the export sales.

9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL RESIGNED DURING THE YEAR - Nil

10. BOARDAND COMMITTEE MEETING DATES

Details are provided in Annexure III of this Report

11. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS - None

12. RISK MANAGEMENT

Your Company has implemented a mechanism for risk management and has formulated a Risk Management Policy. The Policy provides for idendification of risks and mitigation measures. The Audit Committee is informed on the risk assessment and minimizations mechanism adopted by the Company.

13. RELATED PARTY TRANSACTION

The Company has formulated a policy on related party transactions and the same is uploaded on the Companyâs website.

All Related Party transactions that were entered into by the Company during the financial year 2016-17, were in compliance of Section 188 of the 2013 Act and the Rules framed thereunder. There are no âMaterialâ contracts or arrangement or transactions at armâs length basis and hence disclosure in form AOC-2 is not required.

14. CORPORATE SOCIAL RESPONSIBILITY

A Board Level Committee of CSR has been constituted and the Board has adopted a CSR Policy as recommended by the Committee. The thrust areas of CSR Policy are Eradicating Hunger and Poverty, Education, Combating Diseases and Social Business Projects. Your company has fulfilled its obligation towards CSR by spending a sum of Rs.117.12 lakhs during the year Annual Report on CSR has been provided in Annexure III of this Report.

15. POLICY ON DIRECTORSâAPPOINTMENT AND REMUNERATION

In terms of provision of Section 178 of the Companies Act, 2013 read with Rules prescribed, a policy for the Directors, KMP and other employees has been adopted by the Board of Directors of the Company analysing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy is given in Annexure 3 under Nomination & Remuneration Committee.

16. PARTICULARS OF EMPLOYEES

The information required under the Rules prescribed, has been given as annexure appended hereto and forms part of this Report.

17. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

17.1 The ratio of remuneration of each Director to the median remuneration of the employees:

Name	Ratio
Shri. N. Srinivasan	3.80:1
Shri. V. Vaidyanathan	2.03:1
Shri. A. Gopalakrishnan	1.52:1
Smt. Kavitha Vijay	1.52:1
Shri. Vidyashankar Krishnan, Vice Chairman and Managing Director	155:1
Shri. K. Venkatramanan, Joint Managing Director	149:1
For this purpose, sitting fees paid to the Directors have not been
considered as remuneration

17.2 Percentage increase in remuneration of each Director, KMP, in the financial year:

Name	% Increase
Shri. N. Srinivasan	0.81 %
Shri. V. Vaidyanathan	-5.75 %
Shri. A. Gopalakrishnan	-2.57 %
Smt. Kavitha Vijay	2.13 %
Shri. Vidyashankar Krishnan, Vice Chairman and Managing Director	-18.75 %
Shri. K. Venkatramanan, Joint Managing Director	-19.23 %
Smt.J.Sumathi	5.40 %
Shri.R.Venkatakrishnan	6.50 %

17.3 Percentage increase in median remuneration of employees is 8.3% in the financial year 2016-17.

17.4 The number of permanent employees on the rolls of Company: 1357

17.5 Explanation of relationship between average increase in remuneration and company performance PAT - (last year) - Rs.5008.83 Lakhs PAT - (this year) - Rs.4342.22 Lakhs, Decrease - 13.31 % against which, the average decrease in remuneration is 4%.

17.6 Comparison of remuneration of each KMP against performance of company

Name	Designation	CTC in CTC	% Increase	PAT Rs. in Lakhs	% in PAT
Vidyashankar Krishnan	CEO	30503724	-18.75%
J.Sumathi	Company Secretary	999650	5.40 %	4342.22	-13.31%
R.Venkatakrishnan	CFO	1417386	6.50 %

17.7 Variation in market cap/net worth of company:

Date	Issued Capital (Shares)	Closing market Price per share in Rs.	EPS	PE Ratio	Market Capitalisation Rs. in Crores
31.03.2016	12070400	443	41.50	10.67	534.72
31.03.2017	12070400	542	35.97	15.07	654.21
Increase/(Decrease)	NIL	99	(5.53)	4.40	19.49
% of Increase / (Decrease)	NIL	18.26	(13.32)	29.20	18.26

17.8 Justification of increase in managerial remuneration with that of increase in remuneration of other employees.

Average decrease in Remuneration for employees other than Directors and KMP is 0.80%

Average decrease in Remuneration for KMP and Senior Management is 18.99 %

17.9 Key parameters for any variable remuneration of Directors:

Directors are paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013

17.10 Ratio of remuneration of highest paid Director to other employees who gets remuneration more than highest paid Director. - NOT APPLICABLE

17.11 Is remuneration as per remuneration policy of the Company: YES

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUSAND COMPANYâS OPERATIONS IN FUTURE

Not applicable

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURED SINCE 31.03.2017 TILL THE DATE OF THIS REPORT:

Not applicable

20. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that -

20.1 In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

20.2 The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 March 2017 and of the profit or loss of the company for that period ended on that date;

20.3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

20.4 The Directors had prepared the annual accounts on a going concern basis.

20.5 The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

20.6 The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

21. ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue. The Whistle Blower Policy covering all employees and Directors is hosted on the Companyâs website.

22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively.

It also ensures the orderly efficient conduct of its business, including adherence to Companyâs policies, the safe guarding of its assets, the prevention and detention of frauds and errors, the accuracy and completements of the accounting records and the timely preparation of reliable financial informationâs during the year, such controls were tested and bi-material weakness in the design or operations were observed.

23. CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the company. The company is committed to ethical management and excellence in performance. Details are Provided in Annexure 3.

24. ANNUAL RETURN

An extract of Annual Return as on 31 March 2017 pursuant to Section 92 (3) of the Companies Act, 2013 and forming part of the report is attached separately.

25. A STATEMENT INDICATING THE MANNER IN WHICH FORMALANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTORS

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feed back forms for evaluation of the Board, Independent Directors and Chairman.

2. Independent Directors at a meeting without anyone from the non-independent Directors and management, considered/evaluated the matters relating to the Boardâs performance, performance of the Chairman and other non-independent Directors Their meeting was held on 15 February 2017.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant Director)

26. FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

M M Forgings Limited has put in place a system to familiarise the Independent Directors about the company, its products, business and the on-going events relating to the Company.

- They are also made aware of Companyâs Board and Board Committee framework, policies and procedures.

- As part of Board Discussions, presentations on business of the Company are made to the Directors from time to time.

- Important announcements and press releases for various news related to the company are forwarded to the Directors from time-to-time.

- Each member of the Board, including the independent Directors, have been given complete access to any information relating to the Company.

27. STATUTORY AUDITORS:

As per Section 139 (2 ) of the Companies Act 2013 and Rules prescribed thereunder, the term of the present Auditor G. Ramesh Kumar & Co. expires from the date of the ensuing Annual General Meeting. The Board of Directors place on record their appreciation for the service rendered by M/s. G. Ramesh Kumar & Co during their tenure as Statutory Auditors of the Company.

GRNK & CO ( FRN 016847S) is recommended by the Board to be appointed as Statutory Auditor of the Company, for the approval of members in the ensuing Annual General Meeting till the conclusion of the fifth consecutive Annual General Meeting in the year 2022 (subject to the ratification by members at every Annual General Meeting). Certificate from proposed Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013.

A short profile of G R. Naresh Kumar, the proposed Auditor:

Name : G. R. Naresh Kumar, FCA, CISA

Firm Name : GRNK & CO FRN : 016847S

Mem No: 215577

Address : 26/5, Akila Lands, Ganapathy Colony, South, Thiruvanaikoil Post, Trichy - 620005.

Mission Statement:

To be recognized by the stakeholders of the company as a valuable associate by independently and objectively providing information, analysis and counsel to assist management in fulfilling their responsibility and ensuring operations are managed ethically, effectively and efficiently.

Brief Profile:

Practicing Chartered Accountant with more than a decade experience in Statutory Audits, Internal Audits, Management Consulting, Business Process Reengineering, IT Consulting, Systems Audit, ERP Consulting, Income Tax practice and Internal financial controls audit.

28. SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed. V. Shankar, Practicing Company Secretaries ( C.P. No.12974 ) as the Secretarial Auditor for FY 2017 whose report of 19 May 2017 is attached separately to this report.

29. COSTAUDIT:

Pursuant to the provisions contained in Rule 14 of the Companies (Audit and Auditors) Rules, 2014 Shri. S. Hariharan (C.P. No. 20864) has been appointed as Cost Auditor for the financial year 2017-18.

30. EXPLANATION TO AUDITORâS REMARKS

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

31. SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training at all levels have been provided by the Company.

32. DEPOSITS

The Company does not have any deposits. Fresh deposits are not being accepted by the Company.

33. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 134 (3 ) ( m) of Companies act 2013, read with the Companies (Accounts ) Rules 2014 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure.

34. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given the necessary declarations to the Company as required under sub section (6) of Section 149 of the Companies Act, 2013.

35. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, pursuant to the new legislation, âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â introduced by the Government of India, which came into effect from 09 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There were no cases reported during the year under review under the said Policy.

36. ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from Citibank N.A., DBS bank, State Bank of India and State Bank of Travancore.

Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board

Place : Chennai Vidyashankar Krishnan

Date : 19 May 2017 Chairman of this meeting

(DIN 00081441)

Mar 31, 2015

Dear Members,

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2015

(Rs. in Lakhs) 2014-15 2013-14

1.1. Forging Sales 48,950.32 40,073.91

1.2. Profit before exceptional items/ extraordinary items and Tax 6,865.02 3,680.49

1.3. Exceptional/Extraordinary Items 1.42 161.12

1.4. Profit Before Tax 6,866.44 3,841.61

1.5. Tax

For current year 1,690.00 916.30

Relating to previous years 36.92 9.87

MAT credit entitlement (90.48)

Deferred Tax 84.70 74.00

1,811.62 909.69

Profit After Tax 5,054.82 2,931.92

Sales of forgings grew substantially by 22%. Sales Turnover crossed Rs. 500 Crores for the first time in the Company's History. The performance is quite above market conditions. The Directors commend the employees for their commitment and contribution.

2. DIVIDEND AND FINANCIAL RESULTS: (Rs. in Lakhs)

2014-15 2013 -14

2.1. Profit After Tax 5,054.82 2,931.92

2.2. Balance in P & L Account 463.97 493.19

2.3. Profit available for appropriation 5,518.76 3,425.11

2.4. Transfer to General Reserve 4,500.00 2,400.00

2.5. Interim Dividend paid 420.86 280.57

2.6. Interim Dividend inclusive of taxes 420.86 280.57

2.7. Balance carried forward 177.07 463.97

The Directors had declared a second Interim Dividend of 30% - Rs. 3/- per share of face value of Rs. 10/- each on 18th May 2015. The Directors earlier declared first Interim Dividend of Rs. 3/- per share and the same was paid on 11 November 2014. With this, the total Dividend for the year ended 31st March 2015, will aggregate to Rs. 6/- per share. The Directors do not recommend any final dividend for the year 2014 - 2015.

3. HIGHLIGHTS OF THE COMPANY'S OPERATIONAL PERFORMANCE

3.1. Sales Turnover of the Company crossed Rs. 500 Crores for the first time in the Company's History.

3.2. Exports at Rs. 350.59 Crores accounting for 72% of Company's Sales. The Company has crossed the Rs. 350 Crore mark for the first time in export sales. The Company continues to be one of the largest exporter of forgings from India and has received 25 consecutive Annual Awards from The Engineering Exports Promotion Council since 1989.

3.3. The Company has also crossed the Rs. 100 Crore mark for the first time in domestic sales.

3.4. The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were Rs. 308.91 Crores.

3.5. The Company has retained its ISO 9001 and TS 16949 Certification for its Quality Management.

3.6. The capital expenditure during the year was Rs. 61.15 Crores. Machining capacity has been substantially increased in line with customer demand. The Company also produces Green Energy in its Solar and in Wind farms.

3.7. The Directors increased the Dividend by 20% over previous year and declared 60%.

4. EXPENSES MADE MORE THAN 10 % OF THE TURNOVER

Raw Material - 211.84 crores (42%)

6. TRANSFER TO RESERVE

Transfer to General Reserve - Rs. 4500 lakhs

7. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 Not applicable

8. DIRECTORS

8.1 Shri. K. Venkatramanan, Director retires by rotation and being eligible, offers himself for reappointment.

8.2 DEATILS OF DIRECTORS OR KEY MANAGEMENT PERSONNEL APPOINTED DURING THE YEAR

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Woman Director has to be inducted in the Board of Directors of the Company, with effect from 01 April 2015. Hence, the Board appointed Smt. Kavitha Vijay ( DIN 01047261), an advocate, as an Additional, Non - Executive, Independent Director on the Board of Directors with effect from 01 April 2015, by way of Circular Resolution. The term of additional directorship terminates as on the date of this Annual General Meeting. The Board recommends the appointment of Smt Kavitha Vijay, as an Independent Director for a period of 5 years.

9. DEATILS OF DIRECTORS OR KEY MANAGEMENT PERSONNEL RESIGNED DURING THE YEAR - NIL

10. BOARD AND COMMITTEE MEETING DATES

Details are provided in Annexure III of this Report.

11. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS - None

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on arm's length basis; and there are no material contracts or arrangement or transactions at arm's length basis. Such transactions done in the ordinary course of business has been specified in the Notes on accounts

13. POLICY ON RELATED PARTY TRANSACTION

The Company has a policy on Related Party Transaction and the same has been displayed on the Company's website

14. NOMINATION AND REMUNERATION POLICY

A Board level Committee of Nomination and Remuneration Committee has been constituted and the Board had adopted Nomination and Remuneration Policy. Human Resources Policy of the Company considers Human Resources as its valuable asset.

15. CORPORATE SOCIAL RESPONSIBILITY

A Board Level Committee of CSR has been constituted and the Board has adopted a CSR Policy as recommended by the Committee. The thrust areas of CSR Policy are Eradicating Hunger and Poverty, Education, Combating Diseases and Social Business Projects.

Annual Report on CSR has been provided in Annexure III of this Report.

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

* The Board shall have minimum 3 and maximum 15 directors, unless otherwise approved.

* No person of age less than 21 years shall be appointed as a director on the Board.

* The Company shall have such person on the Board who complies with the requirements of the Companies Act, 2013, Provisions of the Listing Agreement, Memorandum of Association and Articles of Association of the Bank and all other statutory provisions and guidelines as may be applicable from time to time.

* Composition of the Board shall be in compliance with the requirements of Clause 49 of the Listing Agreement of the Stock Exchanges.

* Majority of the Directors shall have specialised knowledge/experience in the areas like Agriculture, Banking, SSI, Legal, Risk Management, Accountancy, Finance, Windmill, manufacturing of forgings etc.

* Except for the Vice Chairman and Managing Director and the Joint Managing Director, no other directors are paid remuneration, but are paid only sitting fees and Commission subject to the ceiling provided in the Companies Act, 2013.

* Vice Chairman and Managing Director / CEO, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMPs) of the Company.

* All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

17. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 and the rules made there under, as amended, has been given in the annexure appended hereto and forms part of this report.

18. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES :

18.1 The ratio of remuneration of each director to the median remuneration of the employees:

Name Ratio

Shri. N. Srinivasan 2.84 : 1

Shri V. Vaidyanathan 1.51 : 1

Shri A. Gopalakrishnan 1.14 : 1

Shri Vidyashankar Krishnan 126.47 : 1

Vice Chairman and Managing Director (Chief Executive Officer)

Shri. K. Venkatramanan, Joint Managing Director 123.22 : 1

For this purpose, sitting fees paid to the Directors have not been considered as remuneration

18.2 Percentage increase in remuneration of each Director, KMP, in the financial year:

Name % Increase

Shri. N. Srinivasan 7.1%

Shri V. Vaidyanathan 14.3%

Shri A. Gopalakrishnan 20.0%

Shri Vidyashankar Krishnan 90.0%

Vice Chairman and Managing Director (Chief Executive Officer)

Shri. K. Venkatramanan, Joint Managing Director 92.0%

Smt.J.Sumathi 11.4%

Shri.R.Venkatakrishnan 11.2%

18.3 Percentage increase in median remuneration of employees : 18.0%

18.3 The number of permanent employees on the rolls of Company: 1353

18.5 Explanation of relationship between average increase in remuneration and company performance

PAT - ( last year) - Rs. 2931.92 Lakhs PAT - ( this year) - Rs. 5054.82 Lakhs, Increase - 72.4% against which, the average increase in remuneration is 24.90 %.

18.6 Comparison of remuneration of each KMP against performance of company

Name Designation CTC %increase in CTC

Vidyashankar CEO 36888975 82.0% Krishnan

J.Sumathi Company Secretary 866400 11.4%

R.Venkatakrishnan CFO 1220148 11.2%

Name PAT % in PAT Rs. Lakhs

Vidyashankar 5054.82 72.4% Krishnan

J.Sumathi 5054.82 72.4%

R.Venkatakrishnan 5054.82 72.4%

18.7 Variation in market cap/net worth of company:

Date Issued Capital Closing EPS (Shares) Market Price per share in Rs.

31.03.2014 12070400 119 24.29

31.03.2015 12070400 678 41.88

Increase/ NIL 559 17.59 (Decrease)

% of Increase/ NIL 470% 72% (Decrease)

Date PE Ratio Market Capitali- sation Rs. in crores

31.03.2014 4.90 143.64

31.03.2015 16.19 818.37

Increase/ 11.29 674.73 (Decrease)

% of Increase/ 43.39% 470% (Decrease)

18.8 Justification of increase in managerial remuneration with that of increase in remuneration of other employees.

Average Increase in Remuneration for employees other than Directors and KMP is 18%

Average Increase in Remuneration for KMP and Senior Management is 11.39%

18.9 Key parameters for any variable remuneration of directors:

Directors are paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013

18.10 Ratio of remuneration of highest paid director to other employees who gets remuneration more than highest paid director. - NOT APPLICABLE

18.11 Is remuneration is as per remuneration policy of the Company: YES

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

Not applicable

20 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURED SINCE 31.03.2015 TILL THE DATE OF THIS REPORT:

Not applicable

21 DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that -

21.1 In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

21.2 The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

21.3 The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

21.4 The directors had prepared the annual accounts on a going concern basis.

21.5 The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

22 ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue . The Whistle Blower Policy covering all employees and directors is hosted on the Company's website.

23 ADEQUACY OF INTERNAL FINANCIAL CONTROL

Company has a process to continuously monitor the existing controls and identify gaps, if any. It implements new / improved controls wherever the effect of such gaps would have a material effect on the Company's operation.

24 CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the company. The company is committed to ethical management and excellence in performance. Details are provided in Annexure 3.

25 ANNUAL RETURN

An extract of Annual Return as on 31 March 2015 pursuant to Section 92 ( 3) of the Companies Act, 2013 and forming part of the report is attached separately.

26 A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS;

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feed back forms for evaluation of the Board, Independent Directors and Chairman.

2. Independent Directors at a meeting without anyone from the non-independent directors and management, considered/evaluated. Their meeting was held on 20 October 2014 the Board's performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant director)

27 FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

* M M Forgings Limited has put in place a system to familiarise the independent directors about the company, its products, business and the on-going events relating to the company, its products, business and the on-going events relating to the Company.

* Independent Directors of the Company are made aware of their role, responsibilities and liabilities at the time of their appointment / re-appointment , through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

* They are also made aware of Company's Board and Board Committee framework, policies and procedures.

* As part of Board Discussions, presentations on business of the Company are made to the directors from time to time.

* Important announcements and press releases for various news related to the company are forwarded to the directors from the time - to time.

* Each member of the Board, including the independent directors, have been given complete access to any information relating to the Company.

28 AUDITORS:

The retiring auditors of the Company, G. Ramesh Kumar & Co., Chartered Accountants, Tiruchirapalli being eligible, offer themselves for reappointment.

29 SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed M/s S. Dhanapal & Associates, Practicing Company Secretaries ( C.P. No. 7028 ) as the Secretarial Auditor for FY 2015 whose report of 18 May 2015 is attached separately to this report.

30 COST AUDITOR

Pursuant to the provisions contained in Rule 14 of the Companies (Audit and Auditors) Rules, 2014 Shri. S. Hariharan (C.P. No. 20864) has been appointed as Cost Auditor for the financial year 2015-16.

31 EXPLANATION TO AUDITOR'S REMARKS

Not applicable

32 SEEL- Subsidiary Company

Srivatsa Electric and Electronic Limited - The final Order for dissolution of the Company has been received from the High Court, Chennai.

33 DEPOSITS:

The Company does not have any deposits. Fresh deposits are not being accepted by the Company.

34 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Disclosures as per requirements of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure

35 DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given the necessary declarations to the Company as required under sub section (6) of Section 149 of the Companies Act, 2013.

36 PROHIBITION AND REDRESSAL OF SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

During the year under review, pursuant to the new legislation, 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, which came into effect from 09 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There were no cases reported during the year under review under the said Policy.

37 ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from Citibank N.A., DBS bank, State Bank of India and State Bank of Travancore.

Your Directors wish to record their appreciation for the exemplary services rendered by the employees of the company. The results achieved would not have been possible but for their outstanding effort.

Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board

Place : Kodaikanal N. SRINIVASAN Date : 18-May-2015 Chairman

Mar 31, 2014

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2013

(in Lakhs)

2013-14 2012 -13

1.1. Forging Sales 40,073.91 35,023.65

1.2. Profit before exceptional items/

extraordinary items and Tax 3,680.48 3,002.01

1.3. Exceptional/Extraordinary Items 161.11 -

1.4. Profit Before Tax 3,841.59 3,002.01

1.5. Tax

For current year 916.30 600.00

Relating to previous years 9.87 45.76

MAT credit entitlement (90.48) (153.68)

Deferred Tax 74.00 65.00

909.69 557.08

Profit After Tax 2,931.90 2,444.93

Sales of forgings grew substantially by 14.4%. The performance has been highly satisfactory. The Directors commend the employees for their commitment and contribution.

2. DIVIDEND AND FINANCIAL RESULTS: (in Lakhs)

2013 -14 2012 -13

2.1. Profit After Tax 2,931.90 2,444.93

2.2. Balance in P & L Account 493.18 669.10

2.3. Profit available for appropriation 3,425.08 3,114.03

2.4. Transfer to General Reserve 2,400.00 2,200.00

2.5. Interim Dividend paid 280.57 -

2.6. Interim Dividend inclusive of taxes 280.57 420.85

2.7. Balance carried forward 463.94 493.18

The Directors had declared a second Interim Dividend of 20% - Rs. 2.00 per share of face value of Rs. 10.00 each on 14th May 2014. The Directors earlier declared first Interim Dividend of Rs. 2.00 per share and the same was paid on 24th February 2014. With this, the total Dividend for the year ended 31st March 2014 is Rs. 4.00 per share as against Rs. 3.00 paid for the previous year ended 31st March 2013. The Directors do not recommend any final dividend for the year 2013 Â 2014.

3. HIGHLIGHTS OF THE COMPANY''S OPERATIONAL PERFORMANCE

3.1. Sales Turnover of the Company crossed Rs. 400 Crores for the first time in the Company''s History.

3.2. Exports at Rs. 291.12 Crores accounting for 72.65% of Company''s Sales is at an all time high and has crossed the Rs. 250 Crore mark for the second time. The Company continues to be one of the largest exporter of forgings from India and has received 24 consecutive Annual Awards from The Engineering Exports Promotion Council since 1989.

3.3. The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were Rs. 238.15 Crores.

3.4. The Company has retained its ISO 9001 TS 16949 Certification for its Quality Management.

3.5. The capital expenditure during the year was Rs. 53.10 Crores. Machining capacity has been substantially increased in line with customer demand.

3.6. The Directors increased the Dividend by 10% over previous year and paid 40%.

4. MANAGEMENT DISCUSSION AND ANALYSIS :

GLOBAL SCENE

4.1. The last fiscal 2013-14 saw a further firming up of equity markets from the increases of previous year. Globally, the availability of "cheap money" was a significant contributing factor for this.

4.2. USA - The US economy has shown resilience and has shown strong performance compared to its peers amongst G7 economies.

4.3. Europe Â The Euro has weathered the pressures on account of the floundering economies of Portugal, Ireland, Greece and Spain (PIGS countries).

4.4. Germany along with a few countries bordering the North Sea have emerged as pillars of the European economy. Their relative prosperity forms the back bone of the efforts to keep the EU and ECU integrated. The moribund labour markets in France is a considerable risk to the very EU itself.

4.5. The rigid labour markets of Europe, absence of political union, unwillingness of the German public to bear a higher burden, significant welfare commitments, large share of government spending in the economy, etc., are some of the significant structural issues. Countries like Spain, Ireland, etc., have embarked on a journey of significant and painful structural reforms which are starting to bear fruit.

4.6. The significant challenge for European leadership is the management of structural reforms and containment of public spending without causing social turbulence.

4.7. China Â the Chinese economy has maintained its growth rate of around 7.7% for 2013. A further slow- down is expected upto 2017.

4.8. Japan Â Japan has benefitted from Abenomics, the radical monetary expansion, fiscal stimulus and structural reforms, promulgated by Mr.Shinzo Abe, the Prime Minister of Japan. In 2013, a real GDP growth of 1.5% has been achieved as against 1.4% in 2012.

4.9. Commodities Â The Dow Jones Â UBS Commodity Index has risen considerably in the last one year, signifying the impact of "cheap money".

4.10. Overall, Global output is expected to have grown around 3.3% per various economic think tanks. Across mature economies, the 2014 growth outlook has improved significantly to 2.0 percent growth in 2014, compared to 1.3 percent in 2013.

4.11. The issue of high levels of sovereign debt which most countries have run up over the last two decades, continues to be of serious concern. The next few years appear to be a consolidation phase for the global economy with growth stuck in a range of 1-2%. Getting out of high levels of sovereign debt without derailing economies into recession will be a significant conundrum.

INDIA

4.12. The Indian economy is expected to have grown by approximately 4.6% in F14 as compared to about 5% in F13.

4.13. During F14 the automotive industry posted negative growth rates of approximately 5% in the car segment and 21% in the CV segment.

4.14. Steel prices have dropped by about 6% compared to the highs of the previous year.

4.15. The INR ended the year lower by approximately 6.5%, ending the year at a level of Rs. 60.96 per USD. Please refer graph below. Further weakening of the INR is anticipated. However, if FDI inflows are strong, the pressure on the INR will be relieved.

M M FORGINGS Â capitalising on favourable winds

4.16. The following were important developments witnessed during the year :

- Adding to the volume of existing parts, were the new parts which were developed in the last 2 years.

- Despite the fall in the automotive and commercial vehicle segments in India, the company has posted a growth of 14% in domestic sales by the development of new parts. Riding on the back of strong global demand, export sales grew by 15%.

- Changes in steel prices which are in line with international markets are being passed on to customers as is the industry practice.

- We are focusing on capacity utilisation, to take advantage of the production capacities created in the last 3 years.

4.17. Overall sales increased by 14.43%. As highlighted in the Directors'' Report, Return On Net Worth is 14.51% and Return On Capital Employed is 22.45%. Current Ratio is 1.41. The total outside liabilities to net worth stands at 0.87. Debt Equity Ratio is 0.25.

Human Resources and Industrial Relations

4.19. Your company continues to focus on the development of its human resources to improve its performance. The company currently has approximately 1100 employees. It is their invaluable contribution that has primarily resulted in your company''s position of strength in the industry.

4.20. Focus on a safe working atmosphere, constantly evolving systems for recognition and reward, consistent communication and imparting skills and training Â all these focused on meeting customer needs, characterise the HR development of the Company.

4.21. Every year, each plant of the Company celebrates ''Founder''s Day'' in a family atmosphere with all employees and their household members.

Health, Safety and Environment

4.22. The Company follows a policy of zero tolerance towards accidents. Wherever possible, visible controls and fail-safe systems are provided to ensure prevention of accidents. Regular communication, training and periodic reviews of practices play a vital role in maintaining safety standards.

4.23. The Company ensures compliance with all pollution control regulations. Adequate pollution control equipments have been installed to treat effluents and to control air pollution.

Risk Management

4.24. The Company is a leading manufacturer of automotive components. Automotive industry is subjected to cyclical variations in performance and is very sensitive to policy changes. The market is very competitive. Prices of raw materials change based on supply and demand. Margins remain under constant pressure. Any steep reduction in off-take exposes the Company to high fixed costs.

4.25. A considerable portion of the customers of the Company are situated outside of India. Hence, demand for the Company''s product is subject to the health of the global economy.

4.26. The Company has spread its risks by increasing the geographic spread of its customer base. The Company proposes to improve capacity utilization in its existing facilities. Working capital management will receive high priority.

M M FORGINGS forging ahead

4.27. Our goals in the coming months:

- Focus on improving sales in keeping with market conditions.

- Utilise the production capacity which has been created in the last 3 years.

- Focus on cost reduction continuously and particularly on reducing energy consumption.

- Enhance IT systems with the continued development of the ERP system in place.

- Continue the evolution into green sources of energy in the coming months.

- Reduce the impact on the environment.

5. DIRECTORS

5.1 As per the provisions of the New Companies Act, 2013, the Independent Directors of the Company viz., Shri N. Srinivasan, Shri. V. Vaidyanathan and Shri. A.Gopalakrishnan are being appointed for a period of 5 years term.

5.2 Shri. Vidyashankar Krishnan, Director retires by rotation and being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that -

6.1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

6.2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

6.3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

6.4. The Directors have prepared the annual accounts on a going concern basis.

7. CORPORATE GOVERNANCE:

The guidelines evolved by SEBI were applicable to the company. The company is committed to ethical management and excellence in performance. Details are provided in Annexure 3.

8. AUDITORS:

The retiring auditors of the Company, G. Ramesh Kumar & Co., Chartered Accountants, Tiruchirapalli being eligible, offer themselves for reappointment.

9. PERSONNEL:

Information required to be furnished u / s 217 ( 2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules, 1975, as amended, has been annexed to this Report.

10. SUBSIDIARY COMPANY:

Srivatsa Electric & Electronic Limited - The final order pertaining to amalgamation petition is pending in High Court of Chennai.

11. DEPOSITS:

The Company does not have any deposits. Fresh deposits are not being accepted by the Company.

12. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure

13. ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from Citibank N.A., DBS bank, State Bank of India and State Bank of Travancore.

Your Directors wish to record their appreciation for the exemplary services rendered by the employees of the company. The results achieved would not have been possible but for their outstanding effort.

Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board

Place : Kodaikanal N. SRINIVASAN

Date :14 May 2014 Chairman

Mar 31, 2013

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2013

(Rs. in Lakhs)

2012-13 2011-12

1.1. Forging Sales 35,023.65 34,381.96

1.2. Profit before exceptional items/ extraordinary items and Tax 3,002.01 3,133.05

1.3. Exceptional/Extraordinary Items 724.62

1.4. Profit Before Tax 3,002.01 3,857.67

1.5. Tax

For current year 600.00 775.00

Relating to previous years 45.76 214.60

MAT credit carried forward (153.68)

Deferred Tax 65.00 192.65

Total Tax 557.08 1,182.25

1.6. Profit After Tax 2,444.93 2,675.42

Despite the slower growth in the world economy and in India, sales of forgings grew marginally by 1.9%.

Given the adverse environment and market conditions, the performance has been highly satisfactory. The Directors commend the employees for their commitment and contribution.

2. DIVIDEND AND FINANCIAL RESULTS:

(Rs.in Lakhs)

2012-13 2011-12

2.1. Profit After Tax 2,444.93 2,675.42

2.2. Balance in P & L Account 669.10 614.54

2.3. Profit available for appropriation 3,114.03 3,289.66

2.4. Transfer to General Reserve 2,200.00 2,200.00

2.5. Interim Dividend inclusive of taxes 420.85 420.85

2.6. Balance carried forward 493.18 669.15

The Directors have declared an Interim Dividend of 30% - Rs. 3/- per share of face value of Rs. 10/- each. The cost of the Interim Dividend inclusive of all taxes is Rs. 420.85 Lakhs. The Interim Dividend is already in line with the Payout Policy of the Company. The Directors, therefore, do not recommend a final Dividend.

3. HIGHLIGHTS OF THE COMPANY''S OPERATIONAL PERFORMANCE

3.1. Sales Turnover of the Company crossed Rs. 350 Crores for the first time in the history of the Company.

3.2. Exports at Rs. 253.96 Crores accounting for 72.5% of the Sales of the Company and has crossed the Rs. 250 crore mark for the first time. The Company continues to be one of the largest exporter of forgings from India and has received 23 consecutive Annual Awards from The Engineering Exports Promotion Council since 1989.

3.3. The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were Rs. 209.11 Crores.

3.4. The Company has retained its ISO 9001 TS 16949 Certification for its Quality Management.

3.5. The capital expenditure during the year was Rs. 29.02 crores. Machining capacity has been substantially increased in line with customer demand.

3.6. Despite an adverse environment and difficult market conditions, the Directors have maintained the Dividend at 30%

4. DIRECTORS

5.1. Shri. V.Vaidyanathan, Director retires by rotation and being eligible, offers, himself for reappointment.

5.2. Shri. K.Venkatramanan, Director retires by rotation and being eligible, offers, himself for reappointment

5.3. Shri. N. Srinivasan , has been appointed as Chairman of the Board w.e.f. 24 October 2012.

5.4. Shri. Vidyashankar Krishnan, Managing Director has been appointed as Vice Chairman of the Board and will be designated as Vice Chairman and Managing Director w.e.f. 24 October 2012.

5.5. Shri V. Narayanan, Director, had resigned from directorship of the Company and Shri. A.Gopalakrishnan was appointed in his place as a Director appointed by way of casual vacancy with effect from 24 October 2012. The Directors record their appreciation for the valuable services rendered by Shri. V. Narayanan as a Chairman and Director, during his 20 years tenure in your Company.

6. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that -

6.1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

6.2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

6.3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

6.4. The directors had prepared the annual accounts on a going concern basis.

7. CORPORATE GOVERNANCE:

The guidelines evolved by SEBI were applicable to the company. The company is committed to ethical management and excellence in performance. Details are provided in Annexure 3.

8. AUDITORS:

The retiring auditors of the Company, G. Ramesh Kumar & Co., Chartered Accountants, Tirchirapalli being eligible, offer themselves for reappointment.

9. PERSONNEL:

Information required to be furnished u / s 217 ( 2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules, 1975,as amended, has been annexed to this Report.

10. SUBSIDIARY COMPANY:

Srivatsa Electric & Electronic Limited - The final order pertaining to amalgamation petition is pending in High Court of Chennai.

11. DEPOSITS:

The Company does not have any deposits. Fresh deposits are not being accepted by the Company.

12. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure

13. ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from Citibank N.A., DBS bank, State Bank of India and State Bank of Travancore.

Your Directors wish to record their appreciation for the exemplary services rendered by the employees of the company. The results achieved would not have been possible but for their outstanding effort.

Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board

Place : Kodaikanal N. SRINIVASAN

Date :21 May 2013 Chairman

Mar 31, 2012

1. RESULTS FOR THE YEAR ENDED 31 MARCH 2012

Sales has increased by 29.31% over the previous year. Profit Before Tax (before extraordinary item) for the current year has increased by 11%.

(Rs in Lakhs)

2011-12 2010-11

1.1 Forging Sales 34,381.96 26,589.58

1.2 Profit before exceptional items/ extraordinary items and Tax 3,133.05 2,853.64

1.3 Exceptional/Extraordinary Items 724.62 952.08

1.4 Profit Before Tax 3,857.67 3,805.72

1.5 Tax

For current year 775.00 700.00

Relating to previous years 214.60 28.91

Deferred Tax 192.65 104.08

Total Tax 1,182.25 832.99

1.6 Profit After Tax 2,675.42 2,972.73

Despite the slowdown in the world economy and in India, sales of forgings grew by 29%. However, because of higher input costs, increased financial charges, enhanced provision for depreciation and lower realisation from extraordinary items, Profit Before Tax was at the same level as last year. As shown in the table above, provision for tax was Rs 3.5 Crores more than the previous year resulting in a decline in Profit After Tax.

Given the adverse environment and market conditions, the performance has been highly satisfactory. The Directors commend the Management and all other employees for their commitment and contribution.

2. DIVIDEND AND FINANCIAL RESULTS:

(Rs in Lakhs)

2011-12 2010-11

2.1 Profit after Tax 2,675.42 2,972.73

2.2 Balance in P & L Account 614.54 64.06

2.3 Profit available for appropriation 3,289.96 3,036.79

2.4 Transfer to General Reserve 2,200.00 2,000.00

2.5 Interim Dividend inclusive of taxes 420.85 422.25

2.6 Balance carried forward 669.11 614.54

The Directors have declared an Interim Dividend of 30% - Rs 31- per share of face value of Rs 10/- each. The cost of the Interim Dividend inclusive of all taxes is Rs 420.85 Lakhs. The Interim Dividend is already in line with the Pay Out Policy of the Company. The Directors, therefore, do not recommend a final Dividend.

3. HIGHLIGHTS OF THE COMPANY'S OPERATIONAL PERFORMANCE

3.1 Sales Turnover of the Company crossed Rs 300 Crores for the first time in the Company's History.

3.2 Exports were Rs 239.07 Crores accounting for 70% of the Company's Sales. The Company continues to be one of the large exporter of forgings from India and has received 22 consecutive Annual Awards from Engineering Exports Promotion Council.

3.3 The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year wereRs 216.97 Crores.

3.4 The Company has retained its ISO/TS 16949 : 2009 Certification for its Quality Management.

3.5 The capital expenditure during the year was Rs66.17 crores. Machining capacity has been substantially increased in line with the changing customer demand.

3.6 Despite an adverse environmental difficult market conditions, the Directors have maintained the Dividend at 30%

4. DIRECTORS:

Shri V. Narayanan, Director retires by rotation and being eligible, offers, himself for reappointment. Shri.N.Srinivasan, Director retires by rotation and being eligible, offers, himself for reappointment.

5. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that -

5.1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

5.2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

5.3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

5.4. The directors had prepared the annual accounts on a going concern basis.

6. CORPORATE GOVERNANCE:

The guidelines evolved by SEBI were applicable to the company. The company is committed to ethical management and excellence in performance. Details are provided in Annexure 3.

7. AUDITORS:

The retiring auditors of the Company, G. Ramesh Kumar & Co., Chartered Accountants, Tiruchirapalli being eligible, offer themselves for reappointment.

8. PERSONNEL / SUBSIDIARY COMPANY

8.1 Personnel : Information required to be furnished u/s 217(2A) of the Company's Act, 1956, read with the Company's (Particulars of Employees) Rules, 1975, as amended, has been annexed to this Report.

8.2 Srivatsa Electric and Electronic Limited:

The Final Order pertaining to amalgamation petition is pending with the High Court of Chennai.

9. DEPOSITS: Fresh Deposits are not being accepted by the Company.

10. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earn- ings / Outgo are given in Annexure

11. ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from Citibank N.A., DBS bank, State Bank of India and State Bank of Travancore.

The Directors thank all other Stakeholders for their unstinted co-operation and support.

Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board

Place : Kodaikanal V. NARAYANAN

Date : 19 May 2012 Chairman

Mar 31, 2011

Dear Members,

1. RESULTS FOR THE YEAR ENDED 31 MARCH 2011

Total sales has increased by 68% over the previous year. Profit After Tax also increased by 195%.

(Rs. in Lakhs) 2010-11 2009-10 %

a. Forging Sales 26,589.18 15,843.96 68%

b. Profit after tax 3,075.17 1,041.66 195%

2. DIVIDEND AND FINANCIAL RESULTS:

(Rs. in Lakhs)

2010-11 2009-10

a. Profit before Tax 3,775.17 1,162.00 b. Provision for taxa tion 700.00 130.00

c. Profit After Tax 3,075.17 1,032.00

d. Deferred Tax Asset / (Liability) (104.08) 9.66

e. Balance in Profit & Loss Account previous year 64.06 234.22

f. Profit available for appropriation 3,035.15 1,275.88 g. Transfer to General Reserve 2,000.00 1,000.00 h. Interim Dividend including Dividend Tax 422.25 211.83

i. Balance carried to Balance Sheet 612.90 64.05

The Directors have decided to pay an interim dividend of Rs. 3 per share of face value of Rs.10 each. The interim dividend will absorb an amount of Rs. 422.25 lakhs. The directors do not recommend any final dividend.

4. DIRECTORS:

Shri V. Vaidyanathan, Director retires by rotation and being eligible, offers, himself for reappointment.

Shri. K.Venkatramanan, Joint Managing Director retires by rotation and being eligible, offers, himself for reappointment.

5. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying financial statements by taking all reasonable steps to ensure that -

5.1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

5.2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

5.3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

5.4. The directors had prepared the annual accounts on a going concern basis.

6. CORPORATE GOVERNANCE:

The guidelines evolved by SEBI were applicable to the company from the previous financial year. The company is committed to ethical management and excellence in performance. Details are provided in Annexure 3.

7. AUDITORS:

The retiring auditors of the Company, G. Ramesh Kumar & Co., Chartered Accountants, Tiruchirapalli are eligible for, and seek reappointment.

8. OPERATIONS:

A. Sales:

The company continues to be one of the largest exporters of steel forgings in India and has received 21 consecutive annual awards from the Engineering Export Promotion Council. Export sales of the Company were Rs. 182.94 crores and account for 69% of total sales.

B. Foreign Exchange Earnings :

The company is a net foreign exchange earner. During the current year, the company's net foreign exchange earnings were Rs.144.51 Crores.

C. Quality :

The company has retained its ISO TS 16949 certification for its quality management system.

D. Personnel:

Information required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, has been annexed to this Report.

E. Investments:

1. Total Capital Expenditure during the year was Rs.15.43 crores.

2. Production capacity has increased from 38,000 MT to 40,000 MT

3. Machining capacity has been substantially increased in line with changing customer demand.

9. SUBSIDIARY COMPANY:

Srivatsa Electric & Electronic Limited - The final order pertaining to amalgamation petition is pending in High Court .

10. DEPOSITS : No unclaimed deposits were outstanding as at the end of the year.

11. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure

12. ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from Citibank N.A., DBS Bank, State Bank of India and State Bank of Travancore.

Your Directors wish to record their appreciation for the exemplary services rendered by the employees of the company. The results achieved would not have been possible but for their outstanding effort. Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board V. Narayanan Chairman

Place : Chennai Date : 22 April 2011

Mar 31, 2010

The Directors are pleased to present their Report for the Year ended 31st March 2010.

1. RESULTS:

Total sales has decreased by 23% over the previous year. However, Profit After Tax has increased by 2%.

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

a. Gross Sales 15,843.96 20,680.96 -23%

b. Profit after tax 1,041.66 1,022.53 + 2%

2. DIVIDEND AND FINANCIAL RESULTS:

The Directors recommend a dividend payment of 15%. Taking the dividend into account the financial results are as follows :

(Ks. in Lakhs)

2009-10 2008-09

a. Profit before Tax 1162.00 1,376.26

b. Provision for taxation 130.00 275.00

c. Fringe Benefit Tax - 5.00

d Deferred Tax Asset / (Liability) 9.66 73.73

e. Profit After Tax 1041.66 1,022.53

f. Balance in Profit & loss Account previous year 234.22 223.50

g. Profit available for appropriation 1275.88 1,246.03

h. Transfer toGeneral Reserve 1000.00 800.00

i. Proposed Dividend including DividendTax 211.83 211.83

j. Balance carried to Balance Sheet 64.05 234.23

Although the operational margins have dropped for the year under review, in view of the expectations of better market conditions in the next year, the Directors recommend maintaining the dividend at 15%.

3. OPERATIONS:

A. Sales :

The company continues to be one of the largest exporters of steel forgings in India and has received 20 consecutive annual awards from the Engineering Export Promotion Council. Export sales of the Company were Rs.104.18 crores and account for 66% of total sales.

B. Foreign Exchange Earnings :

The company is a net foreign exchange earner. During the current year, the companys net foreign exchange earnings were Rs.82.37 crores after taking repayment of Rs.17.93 crores of term loans in foreign exchange.

C. Quality :

The company has retained its ISO/TS 16949 : 2009 and ISO 9001 : 2008 certification for its Quality Management System.

D. Personnel :

Information required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, has been annexed to this Report.

E. Investments :

1. Total Capital Expenditure during the year was Rs. 25.83 crores.

2. Production capacity has increased from 35,500 MT to 38,000 MT.

3. Machining capacity has been substantially increased in line with changing customer demand.

4. CORPORATE GOVERNANCE:

The company is committed to ethical management and excellence in performance. Details are provided in Annexure 3.

5. SUBSIDIARY COMPANY:

As required under section 212 of the Companies Act, 1956 the Audited statement of the Accounts along with the report of the Directors and the Auditors Report of the wholly owned subsidiary company, Srivatsa Electric & Electronic Limited for the year ended 31 March 2010 are annexed. An application for merger of SEEL with M M Forgings has been filed in the High Court. The case is pending.

6. DEPOSITS:

No unclaimed deposits were outstanding as at the end of the year.

7. DIRECTORS:

Shri V. Narayanan, Director retires by rotation and being eligible, offers, himself for re- appointment.

Shri N.Srinivasan, Director retires by rotation and being eligible, offers, himself for re- appointment.

8. AUDITORS:

The retiring auditors of the Company, G. Ramesh Kumar & Co., Chartered Accountants, Tiruchirapalli are eligible for, and seek reappointment.

9. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of the Board of Directors) Rules, 1988 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure I.

10. ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from ABN Amro Bank, Citibank N.A., State Bank of India and State Bank of Travancore.

Your Directors wish to record their appreciation for the exemplary services rendered by the employees of the company. The results achieved would not have been possible but for their outstanding effort.

Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board

V. NARAYANAN

Chairman

Place : Kodaikanal Date : 23 May 2010

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