Home  »  Company  »  Manaksia Coated Meta  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Manaksia Coated Metals & Industries Ltd.

Mar 31, 2016

DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2015-16

Dear Shareholders,

The Directors are pleased to present the Sixth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULTS: (Rs, in Lacs)

PARTICULARS

STANDALONE

CONSOLIDATED

2015-16

2014-15

2015-16

2014-15

Total Revenue

22835.00

21778.67

22907.53

-

Profit Before Tax (PBT)

256.62

(1074.33)

253.03

-

Less: Provisions for Taxation

(35.08)

(337.07)

(35.08)

-

Net Profit/(Loss) After Tax (PAT)

291.70

(737.26)

288.11

-

Balance brought forward from previous year

(639.03)

98.23

(639.03)

-

Surplus/(Deficit) carried to Balance Sheet

(347.33)

(639.03)

(350.92)

-

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to ‘Management Discussion and Analysis Report’ which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year 2015-16.

DIVIDEND

Your Directors has not recommended any dividend for the financial year 2015-16.

TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to the General Reserve Account.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March, 2016 stood at Rs, 655.34 lacs. During the year under review, the Company has not issued any further shares.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion and Analysis Report, which forms part of the Directors’ Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Para B of Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

Since no prospectus or letter of offer has been issued during last 5 (Five) years, there is no question of material variation.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company during the year under review.

EXTRACT OF ANN UAL RETURN

The extract of Annual Return as on 31st March, 2016 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directors’ Report and marked as Annexure - ‘A’

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure - ‘B’

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of numbers of meeting of Board held during the year under review forms part of the Corporate Governance Report. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

b) that the Directors had adopted such accounting policies and applied them consistently and made judgments and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2015-16 and of the Profit of the Company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Company has appointed Mr Ajay Kumar Chakraborty (DIN: 00133604), Dr Kali Kumar Chaudhuri (DIN: 00206157) and Mrs Smita Khaitan (DIN: 01116869) as Independent Director of the Company for a fixed term of 5 (Five) years in the Extra Ordinary General Meeting of the Company held on 17th November, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article 87 of the Articles of Association of the Company, Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review Mr Srinivas Kumar Venkata Nanduri (DIN: 0647125), Whole-time director of the Company has resigned from the post w.e.f 30th May, 2015. The Board places on record its appreciation for the valuable contribution made to the Company by him during his association with the Company.

Ms Vividha Salampuria, Company Secretary and Compliance Officer of the Company has resigned from the post w.e.f 1st January, 2016 and Ms Ritu Agarwal has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 10th February, 2016.

The brief Resume/Profile of the Directors recommended by the Board for appointment/re-appointment forms part of Notice convening the 6th Annual General Meeting.

STATUTORY AUDITORS & AUDITORS’ REPORT

Messers S K Agrawal & Company, Chartered Accountants, (Firm Registration No. 306033E), had been appointed as statutory auditors of the Company at the 4th Annual General Meeting held on 10th September, 2014, to hold office from the conclusion of 4th Annual General Meeting till the conclusion of 9th Annual General Meeting, on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Section 139(1) of the Companies Act, 2013, the Board recommends such appointment of M/s. S K Agrawal & Company for ratification by the members in the ensuing Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor’s Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Vinod Kothari & Company, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2015-16.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the secretarial auditor for the Financial Year ended 31st March, 2016, forms part of the Directors Report and annexed as ‘Annexure - C’.

With respect to the observation mentioned by Secretarial Auditors in MR-3 the members are hereby informed that the Board of Directors of the Company at its meeting held on 16 th May, 2016 have approved the '' Policy for Determining Material Subsidiaries and the same is also provided at the we blink: http://www.manaksia.com/corp_policy_coated.php.

COST AUDITORS

Pursuant to the requirement of Section 148 of the Companies Act, 2013 the cost audit is applicable on your Company for manufacturing items covered under Rule 3 of Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of your Company on the recommendation of Audit Committee has appointed M/s B Mukhopadhyay & Company, Cost Accountant as Cost Auditors of the Company for the Financial Year ended 2015-16. As required under Companies Act, 2013 the remuneration payable to the Cost Auditor was ratified by the shareholders in the Annual General Meeting held on 24th September, 2015.

The due date for filing the Cost Audit Reports for Financial year 2015-16 is 27th September, 2016 and the Cost Auditors are expected to file the reports with the Central Government within the staid period.

The Board, pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records & Audit) Rules 2014 has re-appointed M/s B Mukhopadhyay & Co, Cost Accountants, B-20, Amarabati, Sodepur, Kolkata- 700 110, as the Cost Auditors of the Company for the Financial Year 2016-17 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors is included at Item No 8 of the Notice Convening the Annual General Meeting.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has formed a wholly owned subsidiary named Manaksia International FZE in Hamariyah Free Trade Zone, Dubai. During the year under review the Company has made an investment in the equity shares of Manaksia International FZE of Rs, 8,69,000/-.

The Company has not given any loan, or given any guarantee as stipulated under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2015-16.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arm’s length basis and in the ordinary course of business and were reviewed by the Audit Committee and that the provisions of Section 188(1) read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Further there are no materially significant related party transactions during the year under review made by the Company which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

All Related Party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of un-foreseen in nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company’s policy of Materiality of Related Party Transactions.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company’s website www.manaksia.com and the weblink thereto http://www.manaksia.com/corp_policy_coated.php.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo forms part of this Directors Report and marked as Annexure -‘D’.

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/measures have been formulated.

AUDIT COMMITTEE

The Company pursuant to the requirement of the provisions of Section 177 of the Companies Act, 2013 read with the Regulation 18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four) members, Mr. Ajay Kumar Chakraborty (DIN: 00133604) - Independent Director (Chairman), Dr. Kali Kumar Chaudhuri (DIN: 00206157) - Independent Director, Mr. Sushil Kumar Agrawal (DIN: 00091793) - Executive Director and Mrs. Smita Khaitan (DIN: 01116869) - Independent Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

There were no such instances where in the Board had not accepted recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the requirement of provisions of Section 178(1) of the Companies Act, 2013 read with the Regulation 19 of the Listing Regulations has in place the Nomination & Remuneration Committee comprising of 4 (Four) members, Dr Kali Kumar Chaudhuri (DIN: 00206157)- Independent Director (Chairman) Mr. Ajay Kumar Chakraborty (DIN: 00133604)- Independent Director Mrs. Smita Khaitan DIN: 01116869)- Independent Director and Mr. Sunil Kumar Agrawal (DIN: 00091784)- Non-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Para A of Part D of Schedule II upon recommendation of Nomination & Remuneration committee has devised a policy on Remuneration of Directors and Key Managerial Personnel and other employees. The said policy forms part of the Directors Report and marked as‘ Annexure - ‘E’.

The Board of Directors of the Company pursuant to the requirement of provisions of the Companies Act, 2013 and Listing Regulations and on recommendation of Nomination & Remuneration Committee formed a questionnaire laying down several question dealing with several aspect of evaluation of performance of the individual directors, committees of board and the board itself which inter-alia includes appropriate assistance in implementing corporate governance practices, participating actively in collective decision making, analyzing the options for action and working towards consensus, their specific roles and responsibilities to be fulfilled as an independent director.

Familiarization programme undertaken for Independent Directors is provided at the following we blink: http://www.manaksia.com/management-team-coated-metals.php

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations the Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members, Dr. Kali Kumar Chaudhuri (DIN: 00206157) - Independent Director (Chairman), Mr. Sushil Kumar Agrawal (DIN: 00091793)- Executive Director and Mr. Sunil Kumar Agrawal (DIN: 00091784) - Non-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Nomination & Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out evaluation of its own performance, the performance of Board Committee and of Directors individually.

The Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting have reviewed the performance of Non-Independent Directors and the Board as a whole and also the performance of the Chairman of the Company taking into account the views of executive directors and non executive directors. The Independent Directors further assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform their duties. The review of performance of Non-Independent Directors was done, after discussing with them on various parameters such as skill, competence, experience, degree of engagement, ideas & planning etc. The Board performance was reviewed on various parameters such as adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members etc. The evaluation of the Chairman of the Company was conducted on various parameters such as leadership quality, capability, availability, clarity of understanding, governance & Compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, it’s Committees and of individual directors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the Company has formed Manaksia International FZE as its wholly owned subsidiary at Hamariyah Freezone, United Arab Emirates.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statements of the Subsidiary Company, Joint Ventures and Associate Companies in Form AOC-1 forms part of this Annual Report.

The details of performance of the Subsidiary Company is as follows:

Manaksia International FZE

The total revenue of the company for financial year 2016 stood at AED 4.02 Lacs (equivalent to Rs, 72.53 Lacs . During the year the company incurred a net loss of AED 0.20 Lacs (equivalent to Rs, 3.59 Lacs).

Except as stated hereinabove, the Company does not have joint venture or associate company during the year under review. MATERIAL SUBSIDIARY COMPANIES

A subsidiary shall be considered as material if its income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. The Company has in place a policy for determining Material Subsidiary. The Company does not have any material subsidiary during the year under review.

Policy for determining Material Subsidiaries is provided at the following we blink: http://www.manaksia.com/corp_policy_ coated.php.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2015-16 in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Company‘s operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. Your 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. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditor of the Company.

The Audit Committee reviews the report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems. In this regard, your Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordance with management’s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management’s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company’s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 and the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal-practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company’s website_www.manaksia.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT 2013

There has been no such case pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure - ‘F’.

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In Compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the Consolidated Financial Statement of the Company and its subsidiary Company is attached. The Consolidated Financial Statement has been prepared in accordance with the applicable accounting standards issues by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiary Company.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavor of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, government Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Sushil Kumar Agrawal Karan Agrawal

Place: Kolkata (Managing Director) (Whole-time Director)

Date: 16.05.2016 (DIN: 00091793) (DIN: 05348309)


Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2014-15 2013-14

Total Revenue 21778.67 16813.99

Profit Before Tax (1074.33) 221.97

Less: Provisions for Taxation (337.07) 121.27

Net Profit (737.26) 100.70

Balance brought forward from previous year 98.23 (2.47)

Total Amount available for appropriation (639.03) 98.23

Appropriations:

Dividend on Equity Shares - -

Surplus Carried to Balance Sheet (639.03) 98.23

Total (639.03) 98.23

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company was the wholly-owned subsidiary of Manaksia Limited. Pursuant to Scheme of Arrangement as sanctioned by the Humble Calcutta High Court, the Coated Metal undertaking and Mosquito Coil undertaking of Manaksia Limited has been transferred to Manaksia Coated Metals & Industries Limited on a going concern basis. The Company is currently carrying on the Coated Metal and Mosquito Coil business. Business of your Company mainly consists of Color Coated (Pre-painted) Steel and Aluminum Sheets and Coils and Household Products as Domestic Insecticides in the form of Mosquito Repellent Coils and Vaporizers.

The demand for mosquito repellent coils is understood to be growing fast in the rural areas, whereas in urban areas the vaporizers and aerosols are replacing coils. In the rural markets, the dominant products are again coils. The recent introduction of Low Smoke Coils, popularly known as Black Coils has been gaining momentum in 2014 and it has created a niche segment of almost 12% of total market.

During the year under review your Company, to explore the opportunities to grow, has considered and approved diversification into new business relating to agric products/forest products, commercial, natural and man-made fares, yarns and textiles of all kinds.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2014-15.

DIVIDEND

Since your Company has incurred loss the Board of Directors of your Company have not recommended any dividend for the financial year 2014-15.

TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to the General Reserve Account.

SCHEME OF ARRANGEMENT

The Honbl'e Calcutta High Court vide its Order dated 24th March, 2014 has sanctioned the Scheme of Arrangement under the provisions of Section 391 to 394 of the Companies Act, 1956 for demerger of Coated Metal & Mosquito Coil Undertaking of Manaksia Limited into Manaksia Coated Metals & Industries Limited on a going Concern basis. The carted copy of the Order sanctioning the Scheme was received on 19th November, 2014 and the Company has duly fled the said Order with the Registrar of Companies, West Bengal, on 23rd November, 2014. The Scheme has become effective on and from the date of fling with the Registrar of Companies. Upon the Scheme being effective, the Company had made application to National Stock Exchange of India Limited and BSE Limited for listing of its equity shares. Accordingly, the shares of the Company got listed on both the Stock Exchanges on 30th March, 2015.

SHARE CAPITAL

The Company pursuant to the Scheme of Arrangement as sanctioned by the Hon'ble Calcutta High Court vide its Order dated 24th March, 2014 has issued and allotted to the shareholder of Manaksia Limited, one share of Re 1/- each of the Company, for every one share of Rs 2/- each held by them in Manaksia Limited. The paid-up Equity Share Capital of the Company as at 31st March, 2015 stood at Rs. 655.34 lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Clause 5A I and 5A II of the Listing Agreement forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion And Analysis Report, which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

During the year under review there is no material variations as no prospectus or letter of offer has been issued.

MATERIAL CHANGES AND COMMITIMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no such material changes and commitiments affecting the financial position of the company.

EXTRACT OF ANNUAL RETRUN

The extract of Annual Return as on 31st March, 2015 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directors' Report and marked as Annexure - "A".

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure -"B".

NUMBER OF MEETINGS OF THE BOARD

The details of numbers of meeting of Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors of your Company, hereby confirm, pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, in respect of financial year under review :

a) That in the preparation of the annual accounts for the year ended 31st March, 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanations relating to material departures, if any;

b) That the Directors have adopted such accounting policies and have applied them consistently and have made judgments and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2014-15 and of the loss of the Company for the year ended 31st March, 2015;

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

d) That the annual accounts have been prepared on a going concern basis;

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

DECLARATION BY INDEPENDENT DIRECTORS

During the year under review, the Company at its Extra-ordinary General Meeting held on 17th November 2014 appointed Mr. Ajay Kumar Chakraborty, Mrs. Smita Khaitan and Dr. Kali Kumar Chaudhuri, as Independent Directors of the Company for a period of 5 (Five) years and shall hold once up to the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Artless of Association of the Company, Mr. Sunil Kumar Agawam, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointiment.

During the year under review, the Company has appointed following persons as Key Managerial Personnel of the Company :

Sl. No. Name of the Person Designation

1 Mr.Sushil Kumar Agrawal Managing Director

2 Ms.Vividha Salampuria Company Secretary

3 Mr Bharat Begwani Chief Financial Ofcer

4 Mr.Anirudha Agrawal Whole-Time Director

5 Mr.Karan Agrawal Whole-Time Diretcor

6 Mr.Srinivas Kumar Venkata Nanduri Whole-Time Director

The Board has changed the terms of appointiment of Mr. Sushil Kumar Agrawal by changing his designation from Non-Executive Director to Managing Director of the Company in its meeting held on 23rd November, 2014, for a period of 3 years subject to the approval of shareholders in the ensuing Annual General Meeting of the Company.

Apart from receiving managerial remuneration the Managing Director and Whole-time Directors of the Company are not nettled to any remuneration.

The brief Resume/Profile of the Directors recommended by the Board for appointiment/re-appointiment forms part of the Notec convening the Fifth Annual General Meeting.

STATUTORY AUDITORS & AUDITORS' REPORT

At the 4th Annual General Meeting held on 10th September, 2014 the members approved appointiment of Messer S. K. Agrawal & Co., Chartered Accountants, (Registration No. 306033E) to hold ofce from the conclusion of the 4th Annual General Meeting untl the conclusion of the 9th Annual General Meeting, (subject to ratification of the appointiment by the members, at every Annual General Meeting held afar the 4th Annual General Meeting) on such remuneration as may be fixed by the Shareholders, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Section 139 of the Act, members are requested to ratfy the appointiment of the Auditors to hold once from the conclusion of the 5th Annual General Meeting tll the conclusion of the 6th Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor's Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointiment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Vinod Kothari & Company, Prating Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2014-15.

The Secretarial Audit Report for the Financial Year ended 31st March, 2015, forms part of the Directors Report and annexed as Annexure - "C".

The Secretarial Auditors Report addressed to the shareholders of the Company, does not contain any qualification.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 and the relevant rules made there under are not applicable to your Company.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the year under review.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, made any investiment or given any guarantee as stipulated under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2014-15.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parts for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors or Key Managerial Personnel or other Designated persons which may have a potential confect with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company's website at the link www.manaksia.com and the we blink thereto is htp://www.manaksia.com/corp_policy_coated.php.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Sexton 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this Directors Report and marked as Annexure -"D".

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by co-ordinate efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realizations of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actins. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its megaton process/measures have been formulated.

AUDIT COMMITTEE

The Company pursuant to the requirement of the provisions of Sexton 177 of the Companies Act, 2013 read with the provisions of Clause 49 of the Listening Agreement has constituted Audit Committee comprising of 4 (Four) Directors. Mr. Ajay Kumar Chakraborty - Independent Director (Chairman), Dr. Kali Kumar Chaudhuri - Independent Director, Mr. Sushil Kumar Agrawal - Executive Director and Mrs. Smita Khaitan - Independent Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report. The Board has accepted all the recommendations made by the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

As required by the provisions of Section 178(1) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listening Agreement the Company has consttuted the Nomination & Remuneration Committee comprising of 4 (Four) Directors. Mr. Ajay Kumar Chakraborty - Independent Director (Chairman), Dr Kali Kumar Chaudhuri - Independent Director, Mrs. Smita Khaitan - Independent Director and Mr. Sunil Kumar Agrawal - Non-Executve Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listening Agreement and upon recommendation of Nomination & Remuneration Committee has devised a policy on Remuneration of Directors and Key Managerial Personnel. The said policy forms part of the Directors Report and marked as Annexure - "E".

The Company got listed on 30th March, 2015 and is in the process of finalization of criteria for evaluation of performance of all the Directors based on the recommendation of Nomination & Remuneration Committee.

Familiarization programmed undertaken for Independent Directors is provided at the following we blink www.manaksia.com/management -team-coated-industries.php.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listening Agreement the Company has constituted the Stakeholders Relationship Committee comprising of 3 (Three) Directors. Dr. Kali Kumar Chaudhuri - Independent Director (Chairman), Mr. Sushil Kumar Agrawal - Executive Director and Mr. Sunil Kumar Agrawal - Non-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company got listed at National Stock Exchange of India Limited and BSE Limited on 30th March, 2015, therefore, provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

BOARD EVALUATION

Pursuant to requirement of the provisions of Companies Act, 2013 and Clause 49 of the Listening Agreement, the Company is in the process of the preparation of criteria for evaluation of the Executive Directors, Non-Executive Directors, Board as a Whole and the Committees of the Board, keeping in mind various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duets, obligations and governance.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditor of the Company.

The Audit Committee reviews the report submitted by the Internal Auditors. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems with regard to

1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate Acton is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listening Agreement, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company's website www.manaksia.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

There has been no such case fled/pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointiment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure - "F".

During the period under review, no employee of the Company drew remunerator in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointiment and Remuneration of Manageria Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CREDIT RATING

The Company was awarded 'A' rating by CARE for its long term loans, 'A1' (A ONE) rating by CARE for short term loans and commercial paper and 'A' rating by ICRA for long term loans and 'A1' (A ONE) rating by ICRA for short term loans and commercial paper, which represent high security for timely payment of loans and carrying very low credit risk. The Company's financial discipline and prudence are rejected from the good Credit ratings by leading agencies.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the Endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Government Authorizes, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team- work, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction. (As required under Clause 49 of the Listening Agreement entered into with the Stock Exchange/s)

For and on behalf of the Board of Directors

Ajay Kumar Chakraborty

Place : Kolkata Chairman

Date : 3rd August, 2015 DIN : 00133604

Find IFSC