Sintercom India Ltd Directors Report

Dear Members,

Your Board of Directors is pleased to present the Fourteenth Annual Report of Sintercom India Limited ("Sintercom" or "Company") together with the audited financial statements for financial year ended on 31^st March 2021. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. Financial Results:

The Financial performance of the Company during the financial year ended 31^st March 2021 as compared to the previous financial year is summarized in the following table:

Particulars	For the year ended on 31st March, 2021	For the year ended on 31st March, 2020
Net Revenue	471,986,697	535,232,499
Profit before Interest and depreciation	39,035,407	71,541,003
Finance Charges	38,658,586	37,792,195
Provision for Depreciation	62,300,253	68,097,746
Profit / (Loss) before Taxation (PBT)	(61,923,431)	(34,348,938)
Tax adjustments	14,877,534	5,648,665
Balance of (Loss)/Profit brought forward	(47,045,896)	(28,700,274)
Balance available for appropriation	(46,877,121)	(28,502,971)
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Amount carried to Balance Sheet	(46,877,121)	(28,502,971)

2. Operational Performance of the Company:

The outbreak of COVID-19 pandemic globally and in India has caused a significant social and economic disruption. Your Company has diligently followed all the Government issued guidelines including adoption of social distancing norms at workplace and necessary precautions for all employees on an ongoing basis.

The operations of your Company which were temporarily suspended from 23^rd March, 2020 due to stringent lockdown announced by the government of India resumed in a phased manner starting mid-May, 2020 however, with utilization at sub-optimal levels. In these difficult times, your Company continued to fulfill customers demands while also ensuring the safety and well-being of its employees. Your Company is well positioned and committed to further strengthen financial performance in future.

Your Companys strategic initiatives have helped it to put in place strong and effective mitigating actions in response to COVID-19s impact on the business. It has taken effective measures to ensure that core, support and strategic risks are effectively mitigated.

The continued deceleration in the automotive sector and the standstill in the economy brought about by the lockdown during the first quarter of the year, has adversely impacted your Companys production and capacity utilization. In this difficult period, your Company focused hard on cost optimization, employees training across all functions including the shop floor and a heightened focus on customers and new product development.

In the financial year 2020-2021, your Company recorded net sales of Rs. 471.99 million as against Rs. 535.23 million in the previous year and thereby recorded decrease of 10.93% in the net sale.

For the financial year 2020-2021, the Company incurred loss before tax of Rs. 61.92 million as against loss of Rs. 34.35 million for previous financial year. This was mainly due to the pandemic and effected supply chain during the start of the year. The loss was offset partially due to our immediate reductions in all variable costs related to lower production volumes. These actions included reductions in the productions shifts, planned production shut down of certain lines etc. In addition, we also took action to reduce our fixed costs structure in the areas of management and employee costs.

During the financial year 2020-2021, your Company completed the raising of funds on a preferential private placement basis in the form of equity shares and compulsory convertible debentures (CCDs) from one of its promoters Miba Sinter Holding GmbH & CO KG (Miba), for an aggregate amount of approximately INR 222 million, after taking the necessary approvals from the Board, shareholders and other regulatory bodies. The proceeds of the Preferential Issue will be used to help facilitate the Company with additional funds necessary for working capital management, acquisition of capital goods and machinery, operation and management of the Company.

3. Industry Update & Future Outlook:

It is expected that there will be a robust growth in domestic automotive industry. The increase in investment in infrastructure, growth in working population & in income of middleclass population, will drive growth in the automotive market. With the Self-Reliant India mission, the auto industry is looking to reduce by half its present Rs 1 trillion (USD 13.6 billion) worth of auto component imports over the next 4-5 years. This will provide significant opportunities for existing and new auto components players to scale up. Competitive advantage will facilitate the emergence of outsourcing hub, followed by a technological shift in product manufacturing and focus on R&D.

Policy support will emerge as a key growth driver. Initiatives such as ‘Make in India, ‘Automotive Mission Plan 2026, and ‘National Electric Mobility Mission Plan 2020 (NEMMP 2020) will give a huge boost to the sector. In Union Budget 2021-22, the government introduced the voluntary vehicle scrappage policy, which, when implemented, is likely to boost demand for new vehicles after removing old unfit vehicles currently plying on the Indian roads. To install electric vehicle supply equipment (EVSE) infrastructure for EVs, various public sector firms, ministries and railways have come together to create infrastructure and manufacturing of components.

The Automotive Mission Plan 2016-26 (AMP 2026) -

It targets a four-fold growth in the automobile sector in India which include manufacturers of automobiles, auto components & tractors over the next 10 years. The plan is a mutual initiative by the Government of India and Indian Automotive Industry to lay down the roadmap for development of the industry as the Government aims to develop India as a global manufacturing center.

Production-linked incentive (PLI) SCHEME -

On November 11, 2020, the Union Cabinet approved production-linked incentive (PLI) scheme across 10 key sectors (including automobiles & auto components) to boost Indias manufacturing capabilities, exports and promote the ‘Atmanirbhar Bharat initiative. The Union Cabinet has provided for an outlay of Rs 57,042 crore (USD 7.81 billion) for automobiles & auto components sector under the Department of Heavy Industries.

Faster Adoption and Manufacturing of Hybrid and Electric Vehicle (FAME) -

The Government approved FAME and plans to cover all vehicle segments and all forms of hybrid & pure EVs. FAME-I scheme started in 2019 was supposed to end by 2022. In June 2021 the scheme was extended until March 31, 2024. In February 2019, the Government of India approved FAME-II scheme with a fund requirement of Rs 10,000 crore (USD 1.39 billion) for FY20-22.

Other growth drivers -

Dept. of Heavy Industries & Public Enterprises created a USD 200 million fund to modernize the auto components industry by providing interest subsidy on loans & investments in new plants & equipment. This also provided export benefits to intermediate suppliers of auto components against Duty-free Replenishment Certificate (DFRC).

India has significant cost advantages. Auto firms save 10-25% on operations vis-a-vis Europe and Latin America. The industry has witnessed a cumulative FDI inflow of about USD 25.40 billion in the automobile sector between April 2000 and December 2020. The Government of India expects automobile sector to attract USD 8-10 billion in local and foreign investments by 2023. The vision of NEMMP 2020 is for faster adoption of EVs and their manufacturing in the country.

 

Source: IBEF report- Auto Components

4. Quality and Information Security:

The Companys focus on quality, productivity and innovations has helped us deliver increased value to our customers. The Company is certified for IATF 16949: 2016 & ISO 14001: 2015 & ISO 45001: 2018 (Quality Management Systems)

5. Dividend:

In view of the losses for the current financial year, your directors have decided not to recommend any dividend for the period under review.

6. Details of Subsidiaries, Joint Ventures (JV) or Associate Companies (AC):

The Company has no subsidiary, joint venture or associate companies.

7. Amounts proposed to be carried to any Reserves:

During the year under review, the company does not propose to transfer any amount to the reserves.

8. Listing Information

The Equity Shares in the Company have been migrated to main board of National Stock Exchange of India w.e.f. 07^th October, 2020. The Listing Fee has been paid to the National Stock Exchange for the year 2021-22. The ISIN No. of the Company for equity shares is INE129Z01016 and for compulsary convertible debentures is INE129Z08011.

9. Change in nature of business, if any, Details of significant orders passed by Regulators and Material Changes if any between the end of the financial year 31^st March, 2021 of the Company and the date of the report:

There are no adverse material changes or commitments occurred after 31^st March, 2021 which may affect the financial position of the Company or may require disclosure.

10. Material events during the year under review:

Besides the outbreak of COVID-19 pandemic globally and in India the impact of which has been noted in para 2 above, during the year under review, the Company issued and allotted the following securities to Miba Sinter Holding GmbH & Co KG ("Miba"), promoter of the Company, by way of preferential allotment:

1,350,000 (One Million Three Hundred Fifty Thousand Only) equity shares ("Equity Shares") having a face value of Rs. 10 (Rupees Ten only) issued at a price of Rs. 67/- (Rupees Sixty-Seven only) per share amounting to Rs. 90,450,000 (Rupees Ninety million four hundred fifty thousand only) ; and

1,975,000 (One Million Nine Hundred Seventy-Five Thousand Only) 4% unsecured compulsorily convertible debentures ("CCDs") having a face value of Rs. 67 (Rupees Sixty-Seven only) per CCD issued at a price of Rs. 67 (Rupees Sixty- Seven only) per CCD amounting to Rs. 132,325,000/- (One hundred thirty-two million three hundred twenty-five thousand only)

The funds raised by the Company through preferential allotment will be used for working capital requirements and to help facilitate the Company with additional funds necessary for acquisition of capital goods and machinery, operation and management of the Company provided that an amount equal to INR 90,000,000 (Indian Rupees Ninety Million only) from the proceeds to be allocated towards the acquisition of capital goods & machinery by the Company". As on the date of the Boards report there has been no deviation in utilization of fund.

Share Capital

Details of changes in Authorized share capital during the year under review as under: -

At the beginning of the year i.e. as on 01st April, 2020	250,000,000
Increase in Capital	26,000,000
At the end of the year i.e. as on 31st March, 2021	276,000,000

*Increase in authorized capital on account of issue of Equity shares and Compulsory convertible debentures

Details of changes in paid-up share capital during the year under review as under: -

At the beginning of the year i.e. as on 01st April, 2020	242,028,220
Preferential Issue of Equity Shares	13,500,000
At the end of the year i.e. as on 31st March, 2021	255,528,220

The EOGM was conducted on 24^th February 2021 and the special resolution was duly approved by requisite majority. In furtherance of the said special resolution, on 03^rd March, 2021, on the basis of approval granted by the members of the Company in relation to the aforesaid, the company issued preferential allotment of 1,350,000 (one million three hundred and fifty thousand) equity shares having face value of Rs. 10 (Rupees Ten only) each ("Equity Shares") for a per share price of Rs. 67 (Rupees Sixty-Seven only) and a preferential allotment of 1,975,000 4% unsecured compulsorily convertible debentures of Rs. 67/- (Rupees Sixty-Seven) ("CCDs") at a price of Rs. 67/- (Rupees Sixty-Seven only) to one of its promoters Miba Sinter Holding GmbH & Co KG ("Miba"). The CCDs would stand converted into 1,975,000 Equity Shares at the price of 67/- (Rupees Sixty-Seven only) equity shares having face value of Rs. 10 (Rupees Ten only) each in accordance with the CCD terms and conditions.

11. Directors and Key Managerial Personnel:

The Board of the Company comprises an optimum combination of executive and non-executive independent directors.

As on the date of this report, Board of Directors of the Company comprises of total six directors. The Composition of the Board of Directors is as under:

Name of Director	Category and Designation
Mr. Hari Nair	Chairman Non-Executive Non-Independent Director
Mr. Jignesh Raval	Managing Director
Mr. Bernd Badurek*	Non-Executive Non-Independent Director
Mr. Madan Godse	Non- Executive Independent Director
Mr. Dara Kalyaniwala*	Non- Executive Independent Director
Ms. Madhavi Pandrangi*	Non- Executive Independent Director

Further, this is to inform that Ms. Preeti Ramdasi resigned from the position of Independent Director on 26^th June 2020 and Mr. Harald Neubert resigned from the position of Non-Executive Director on 27^th May, 2021 due to personal reason.

*Mr. Dara Kalyaniwala and Ms. Madhavi Pandrangi were each appointed as Independent Director w.e.f. 02^nd September, 2020. Mr. Bernd Badurek was appointed as Non-Executive Non-Independent Director w.e.f. 27^th May, 2021

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3^rd of the Directors are liable to retire by rotation and if eligible, offer themselves for re-appointment. In the ensuing Annual General Meeting Mr. Hari Nair, Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.

In pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31^st March, 2021 are as follows:

Name of KMP	Category and Designation
Mr. Jignesh Raval	Managing Director
Mr. Pankaj Bhatawadekar	Chief Financial Officer
Ms. Anuja Joshi	Company Secretary and Compliance Officer

12. Board Meetings & Committee Meetings:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board exhibits strong operational oversight with regular presentations by business heads to the Board. The Board and committee meetings are prescheduled, and a tentative annual calendar of Board and committee meetings is circulated to the directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.

Total 6 (six) Board Meetings were held during the financial year 2020-21 as required u/s 173 (1) of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The details of meetings of the Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

Committees:

Presently, the Board has four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, and Corporate Social Responsibility Committee which have been established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes. The details of meetings of committees are provided in the Report on Corporate Governance that forms part of this Annual Report.

Audit Committee:

The Audit Committee was constituted in compliance with the provision of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 4 (Four) Audit Committee meetings were held.

The details of meetings of the Audit Committee are provided in the Report on Corporate Governance that forms part of this Annual Report.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 1 (One) meeting of Nomination and Remuneration Committee meeting was held the details of which are provided in the Report on corporate Governance that forms part of this Annual report.

The salient features of the policy of the Nomination & Remuneration Committee same have been disclosed under Annexure VI.

The policy is available on https://www.sintercom.co.in/about-us/corporate-policies.html

Stakeholder Relationship Committee:

The Stakeholder Relationship Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 1 (One) meeting of Stakeholder Relationship Committee meeting was held the details of which are provided in the Report on corporate Governance that forms part of this Annual report.

Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was constituted in compliance with the provision of Section 135 of the Companies Act, 2013.

During the year under review, there was no meeting of the Corporate Social Responsibility Committee.

Meeting of Independent Directors:

Additionally, during the financial year ended 31^st March, 2021 the Independent Directors held a separate meeting on 19^th February, 2021 in Compliance with the requirement of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements). The said meeting was attended by all the Independent Directors.

13. Evaluation of Board of Directors, Committees, and Individual Director:

The Nomination & Remuneration Committee has set up a formal mechanism to evaluate the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management, etc. The exercise was carried out through an evaluation process covering aspects such as the composition of the Board, experience competencies, government issues, attendances, specific duties, etc.

The performance of each of the non-independent directors (including the chairman) was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

14. Familiarisation Programme:

The Company regularly provides orientation and business overview to its directors by way of detailed presentations by the various business and functional heads at Board meetings and through other interactive programs. Such meetings/programs include briefings on domestic and global business of the Company. Besides this, the Directors are regularly updated about Companys new projects, R&D initiatives, changes in regulatory environment and strategic direction.

The Board members are also provided relevant documents, reports and internal policies to facilitate familiarization with the Companys procedures and practices, from time to time.

The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at https://www.sintercom.co.in/images/pdf/corporate-policies/details-of-familiarisation-programme-for-independent-directors-of-sintercom.pdf

15. Disclosure by Directors:

The Board of Directors have submitted a notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company.

16. Declaration from Independent Directors:

During the year under review, all Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Regulation 16 & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Company has received confirmation from Mr. Madan Godse, Mr. Dara Kalyaniwala, and Ms. Madhavi Pandrangi, Independent Director that they have registered their name in the Independent Directors Database. Ms. Preeti Ramdasi, Independent Director has not registered under the Independent Directors Database and she has resigned from the position of Independent Director w.e.f. 26^th June 2020 due to personal reasons.

None of the Independent Directors serve as an Independent Director in more than the maximum permissible limit on the number of directorships as an Independent Director and also has not crossed the maximum tenure of Independent Director. The Board confirms that all the Independent directors are proficient and performing their duties with integrity.

17. Code of Conduct for Prohibition of Insider Trading:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, connected persons, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, connected persons and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information.

The Policy is available on the website of the Company https://www.sintercom.co.in/about-us/ corporate-policies.html

18. Corporate Governance:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. For sake of brevity, the items covered in Boards Report are not repeated in the Corporate Governance Report and vice versa.

The Corporate Governance Report is annexed as Annexure II.

19. Management Discussion and Analysis Report:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure I hereto and forms part of this Report. For sake of brevity the items covered in Boards Report are not repeated in the Management Discussion and Analysis Report and vice versa.

20. Code of Conduct:

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link: http://www.sintercom.co.in/investor-financial/corporate-governance.html

21. Particulars of Employee and Remuneration

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided as "Annexure V".

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and financial statements are being sent to Members and others entitled thereto, excluding the information on employees particulars which will be available for inspection in electronic mode up to the date of AGM. Members can inspect the same by sending an email to investor@sintercom.co.in.

During the financial year 2020-2021, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Risk Management:

The Company is a supplier of various automobile parts and is therefore exposed to risks associated with the automotive industry in particulars. The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set for the Company. As a part of Risk Management policy, the relevant parameters for the protection of the environment, the safety of operations and the health of people at work are monitored regularly.

The successful management of opportunities and risks is part of operating a business and is the primary task of all management personnel. During the regular management meetings at all management levels, opportunities, risks and optimization measures are reviewed in detail. Any exceptional situations having potential risks are identified and treated at the early stage to minimize their impact on financial and income positions.

23. Deposits:

The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

As on March 31, 2021, the Company has an outstanding unsecured loan including interest thereon of Rs. 15.38 million from Mr. Jignesh Raval, Managing Director and he has given declaration that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. This borrowing is exempted deposit as per Rule 2 (c) (viii) Companies (Acceptance of Deposits) Rules, 2014.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

A. Conservation of Energy

There is constant focus at all level in the organization to conserve energy and use it efficiently. This is also key to financial success, as energy is one of the important cost element of conversion cost. Your Company has been implementing short- and long-term actions to improve the energy efficiency as its commitment towards minimizing the effects of factors of climate change. It has grounded mechanism to excel in this area. Regular review is conducted for evaluating the progress and effectiveness of various ongoing initiatives to reduce the energy consumption.

Energizing Low Carbon, Sustainable Operations

Sintercom has tied up with M/s RMK Infrastructure and has successfully commissioned captive solar power projects in Village Mangrul, Tal Maval, Pune with plant capacity of 1 MW power generation. This project is generating around 2 million kWh of electricity per year helping to emission per year.

 ^{reduce Sintercoms carbon footprint by approx. 1900 tonnes of CO}2

B. Technology Absorption

The Company has entered into Joint Venture agreement with M/s MIBA Sinter Holding Gmbh & Co KG, Austria. The Company has also entered into technology agreements with MIBA Austria. Under these agreements, MIBA has transferred technology for development of high strength sinter hardened Synchro hub, Cam to Cam gears and Cam to Cam Backlash Gears. The plant has been designed to suit the said technology. The products using these technologies have demand in the Indian market. The Company continuously runs inhouse programs for product improvement, cost reduction, product development or import substitutions. The Company also takes help of external consultants whenever required on these aspects. During the year under review, the Company incurred an amount of Rs. 918,444 on research and development.

C. Foreign Exchange Earnings & Outgo

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

Particulars	2020-2021	2019-20
Foreign Exchange Earnings in terms of actual inflows	-	77,850
Foreign Exchange Outgo in terms of actual outflows	-	1,433,397
CIF Value of Imports	313,729	1,669,639

 

Note: The above amount does not include the foreign exchange received from Miba Sinter Holding GmbH & CO KG against allotment of equity shares and compulsory convertible debenture, as it is mentioned in the report earlier.

25. Corporate Social Responsibility (CSR):

The report as per Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure VII.

Policy is available on companys website: https://www.sintercom.co.in/pdf/corporate-policies/csr-policy.pdf

26. Auditors:

Statutory Auditor:

The Company at its Annual General Meeting held in the year 2017-18 appointed M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration Number 105215W) as Statutory Auditors of the Company for five years.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, or adverse remark.

There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor:

Pursuant to Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj & Co LLP, Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor for the financial year ended on 31^st March 2021 is enclosed to this Report as "Annexure III".

The Secretarial Audit Report contains qualification and the Company has given its comments on Auditors qualified opinion, the details are mentioned hereunder.

Qualified Opinion (1)

Due to the unprecedented pandemic of COVID-19 which resulted in persistent lockdowns your Company was unable conduct the meeting for the approval of the projects as planned, the Company has identified projects under the CSR. The said projects were recommended and approved by the CSR committee in the meeting held on 01^st May, 2021.

Qualified Opinion (2)

The Explanatory Statement forming part of the EGM Notice contained an illustration of the shareholding pattern of the Company after issuance of the 1,350,000 Equity Shares and the 1,975,000 CCDs, such Explanatory Statement did not specifically contain a separate illustration for the shareholding pattern of the Company highlighting only the shareholding pattern post conversion of the 19,75,000 CCDs. It is clarified that the Explanatory Statement forming part of the EGM Notice already contained an illustration of the shareholding pattern of the Company after issuance of the 1,350,000 Equity Shares and the 1,975,000 CCDs. However, as a matter of good governance and abundant caution, the Company issued a Corrigendum to the Notice of 01^st Extra Ordinary General Meeting of the Financial year 2020-2021 held on 24^th February, 2021 ("Corrigendum) expressly highlighting only the shareholding pattern of the Company post conversion of the 19,75,000 CCDs. As the Corrigendum was issued after the holding of the Extra Ordinary General Meeting on 24^th February, 2021, and as a matter of good practice and governance the Company has decided, to place the Corrigendum and special resolutions already approved at the 1^st Extra-Ordinary General Meeting on 24^th February, 2021 before the members of the Company for them to note and take on record the Corrigendum and the special resolution approved by the members at the EGM.

Internal Auditor:

In accordance with the provision of Section 138 of the Companies Act, 2013 and Rules made thereunder, your Company has appointed Ms. Anuja Joshi as the Internal Auditor of the Company for Financial Year 2020-21 and takes her suggestions and recommendation to improve and strengthen the internal control system.

27. Compliance with Secretarial Standard:

The Company has generally complied with all the applicable Secretarial Standards in the Financial Year 2020-21.

28. Directors Responsibility Statement:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state that: 1. in the preparation of the Annual Accounts for the year 31^st March 2021, the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

2. they 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 of the Company for the year ended on that date;

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

4. the annual financial statements have been prepared on a going concern basis.

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

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

29. Finance and Accounts:

Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Companies act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. IND AS is applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys financial position.

30. Fraud Reporting:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-Section (12) of Section 143 of the Companies Act, 2013 during the financial year.

31. Extract of Annual Return:

In accordance with Sections 92(3) read with 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2021 is available on the website of the Company at https://www.sintercom.co.in/ investor-financial/overview.html

32. Particulars of Loans, Guarantees and Investments:

The Company has not given any loan or guarantee or security or made investment under Section 186 of the Companies Act, 2013 during the financial year.

33. Particulars of Related Party Transactions:

During the year under review, contract or arrangements entered into with related party as defined under Section 2(76) of the Companies Act, 2013 were in ordinary course of business on arms length basis. Details pursuant to the transactions to compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rues, 2014 are annexed herewith as per prescribed Form AOC-2 -Annexure IV.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Companys website https://www. sintercom.co.in/pdf/corporate-policies/materiality-policy.pdf

34. Internal Financial Control System:

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. An extensive program of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.

The Company also has an Audit Committee to interact with the Statutory Auditors, Internal Auditors and Management in dealing with manner within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.

35. Disclosure under the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal), Act 2013:

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 a committee called Internal Complaints Committee has been established to provide a mechanism to redress grievances pertaining to sexual harassment at workplace and Gender Equality of working women. During the year Company has not received any complaint pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. Vigil Mechanism / Whistle Blower:

The Company has adopted a Vigil Mechanism Policy through a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Whistle Blower Policy is disclosed on website of the Company https://www.sintercom.co.in/pdf/ corporate-policies/whistleblower-policy.pdf

37. Non-Disqualification of Directors:

All the directors of the Company are non- disqualified and certificate for the same from the Practicing Company Secretary in annexed as Annexure VIII.

38. Policy of preservation of Documents:

Pursuant to Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents as per Regulation 9 (a) & 9 (b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on https://www.sintercom.co.in/images/pdf/corporate-policies/ SILpreservation-and-archival-policy.pdf

39. Details of significant and material order passed by the regulators or courts or tribunals:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Companys operations in future.

40. Order of SEBI & NSE

There are no orders received by the Company from SEBI and NSE Limited which would impact the listing of the Companys shares.

41. Cost Records:

The provisions of section 148(1) of the Companies Act, 2013 and other applicable rules and provisions do not apply to the company. Therefore, no cost record has been maintained by the Company.

42. Credit Rating:

As on the date of this report, the credit rating is as below,

Type	Rating
Long Term Rating	CRISIL BB+/Negative (Reaffirmed)
Short Term Rating	CRISIL A4+ (Reaffirmed)

43. Investor Education and Protection Fund (IEPF):

During the year under review, the provision of Section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

44. Unpaid and Unclaimed amount of Dividend and Share Application Money:

There is no unpaid Dividend is pending to be paid to the investors and shareholders till 31^st March 2021.

Further, during the financial year 2020-2021, your Company has raised funds on a preferential private placement basis in the form of equity shares and compulsory convertible debentures (CCDs) from one of its promoters Miba Sinter Holding GmbH & CO KG (Miba), for an aggregate amount of approximately INR 222 million. Of this, Rs. 3.41 million was pending towards excess application money as on 31^st March 2021. The same was returned to the Miba Sinter Holding GmbH & CO KG on 3^rd May 2021.

45. Insurance

Our Company generally maintains insurance covering our inventories/ stock at such levels that we believe to be appropriate. The insurance policy covers stock lying in the premises, stock in transit and the stock which is in our custody and specified person like warehouse or vendors locations.

46. Business Responsibility Report:

Your Company does not fall under Top 1000 listed entities as per Market Capitalization. Hence, the Business Responsibility Report for the financial year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not enclosed to this Annual Report.

47. Registrar and Share transfer Agent Information:
Link Intime India Pvt. Ltd
Block No. 202,
2nd Floor, Akshay Complex,
Near Ganesh Temple,
Off Dhole Patil Road,
Pune – 411001
Tel: 020 - 2616 1629 / 2616 0084	Fax: 020 - 2616 3503
Email: pune@linkintime.co.in	Website: https://www.linkintime.co.in

48. Event Based Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: • the Company has neither issued shares with differential voting rights as to dividend or otherwise. nor has granted any stock options or sweat equity to the employee of the Company. As on March 31, 2021, none of the Directors of the company hold instruments convertible into equity shares of the Company.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustee for the benefit of employees.

49. Acknowledgements:

Your directors would like to place on record their appreciation and gratitude for the support to the Company received from the Employees, Clients, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.

	FOR AND ON BEHALF OF THE BOARD
	SINTERCOM INDIA LIMITED
	Hari Nair
	Chairman
	DIN: 00471889
Place: Chicago, USA
Date: 10th August, 2021