Mar 31, 2018
Directors'' Report for the Financial Year 2017-18 Dear Members,
The Directors are pleased to present the 8th (Eighth) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars |
STANDALONE CONSOLIDATED |
|||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Total Revenue Profit Before Tax Less: Provisions for Taxation Profit After Tax Other Comprehensive Income Total Comprehensive Income for the year Balance brought forward from previous year Surplus/ (Deficit) carried to Balance Sheet |
23,856.16 |
28,164.68 |
26,249.33 |
29,581.98 |
482.77 |
261.19 |
402.89 |
298.02 |
|
204.61 |
232.76 |
204.61 |
232.76 |
|
278.16 |
28.43 |
198.28 |
65.26 |
|
(3.13) |
(1.01) |
(3.13) |
(1.01) |
|
275.03 |
27.42 |
195.15 |
64.25 |
|
83.69 |
55.26 |
113.32 |
51.67 |
|
361.85 |
83.69 |
299.33 |
113.32 |
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 year under review.
DIVIDEND
To conserve the resources of the Company for future growth and business diversification, the Board of Directors have not recommended any dividend for the Financial Year 2017-18.
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, 2018 stood at Rs. 655.34 lacs.
DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT
Details of shares held in the demat suspense account as required under Regulation 39(4) read with Para F of 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
The details of operation and business performance of the Company has been elaborated in the ''Management Discussion and Analysis Report'', forming part of this Annual 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 UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFFERED TO AS "ACT") IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES
No such instance took place during the year under review.
DETAILS RELATING TO MATERIAL VARIATIONS
The Company has not issued any prospectus or letter of offer during the last five years and as such the requirement for providing the details relating to material variation is not applicable upon the Company for the year under review.
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.
TRANSITION TO INDIAN ACCOUNTING STANDARDS
The Indian Accounting Standard (Ind AS) has been applicable to the Company for the first time during the Financial Year 2017-18 and accordingly, with effect from 1st April 2017, your Company was required to align its accounting policies and disclosures in accordance with the Ind AS. Necessary adjustments in the previous year figures and in the format of presentation in compliance with the requirement of Ind AS have been made in the accounts.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31st March, 2018 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Act, 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
The Company follows the corporate governance guidelines and best practices sincerely, and discloses timely and accurate information regarding the operations and performance of the Company.
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 Statutory 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 number of meetings of Board of Directors held during the year have been provided in the Corporate Governance Report forming part of this Directors'' Report.
SECRETARIAL STANDARDS
The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on ''Meeting of the Board of Directors'' and Secretarial Standard - 2 (SS-2) on ''General Meeting'' and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Companies Act, 2013. Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, it is mandatory for the company to observe the secretarial standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost Auditors, Secretarial Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Control were adequate and effective during Financial Year 2017-18.
Accordingly, pursuant to Section 134(5)(c) and 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:
a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;
b) the Directors had adopted such accounting policies and applied them consistently and made judgements 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 2017-18 and of the loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts had been prepared on a going concern basis;
e) 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) 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 ON 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 Act and Regulation 16 of the Listing Regulations.
STATEMENT ON 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 Directors 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 Act and Regulation 16 of the Listing Regulations.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152(6) of the Act and Article 87 of the Articles of Association of the Company, Mr. Anirudha Agrawal (DIN: 06537905) Whole-time Director of the Company and Mr. Mahabir Prasad Agrawal (DIN: 00524341), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
During the year under review Ms. Sailja Gupta has been appointed as the Company Secretary of the Company w.e.f. 18th May, 2017.
The brief resume/profile of the Directors recommended by the Board for appointment/re-appointment have been provided in the Notice convening the 8th (Eighth) AGM.
STATUTORY AUDITORS & AUDITORS'' REPORT
M/s S.K. Agrawal & Co., Chartered Accountants, (Firm Registration No. 306033E), had been appointed as statutory auditors of the Company at the 4th AGM held on 10th September, 2014, to hold office from the conclusion of 4th AGM until the conclusion of 9th Annual General Meeting, on such remuneration as may be fixed by the Board subject to ratification by the Shareholders in the forthcoming AGM, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.
The First Proviso of the Section 139(1) of the Companies Act, 2013 has been omitted pursuant to the Companies (Amendment) Act, 2017 and therefore the requirement of placing the matter relating to appointment of auditor for ratification by members at every Annual General Meeting has been done away. As authorized by the shareholders at the 4th AGM, the Board of Directors on the recommendation of the Audit Committee has approved the remuneration payable to M/s. S. K. Agrawal & Co., Chartered Accountants, for the Financial Year 2018-19.
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, Practising Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2017-18.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the Financial Year ended 31st March, 2018, forms part of the Directors Report and annexed as Annexure -"C".
The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances.
The Secretarial Audit Report of the Company, does not contain any observations (including any qualification, reservation, adverse remark or disclaimer) that may call for any explanation from the Directors.
COST AUDITORS
Pursuant to the requirement of Section 148 of the Companies Act, 2013, the provisions of 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 & Co., Cost Accountant as the Cost Auditors of the Company for the Financial Year ended 2017-18. As required under Companies Act, 2013 the remuneration payable to the Cost Auditor was ratified by the shareholders in the AGM held on 22nd September, 2017.
The due date for filing the Cost Audit Report for Financial Year 2017-18 is 27th September, 2018 and the Cost Auditors are expected to file the Report with the Central Government within the said 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 2018-19 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 AGM.
FRAUD REPORTING
There was no fraud reported by the Auditors of the Company under Section 143 (12) of the Act, to the Audit Committee or the Board of Directors during the year under review.
DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME
During the year under review, your Company has not provided any employee stock option / purchase scheme.
PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments have been disclosed under Note No. 4 & 11 in the financial statements.
PARTICULARS OF CONTRACT OR ARRANGEMENT 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 of the Board of Directors, therefore, 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. Since all related party transactions entered into by your Company were in the ordinary course of business and were on an arm''s length basis. Thus, disclosure in Form AOC-2 is not required.
All Related Parties 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 and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval 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.
PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS
The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.
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 Act 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 co-ordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realisation 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 Act 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) - Managing Director and Mrs. Smita Khaitan (DIN: 01116869) - Independent Director.
The details of composition, terms of reference and number of meetings held for 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 provisions of Section 178(1) of the Act, 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 details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.
The Company pursuant to provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of Listing Regulations, 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".
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of Section 178(5) of the Act, 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) - Managing Director and Mr. Sunil Kumar Agrawal (DIN: 00091784) - Non-Executive Director.
The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Guidance Note on Board Evaluation of SEBI dated 5th January, 2017, 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 the annual evaluation of its own performance, the performance of Board Committee and of Directors individually.
As per Para VII of Schedule IV of the Act, the Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting held on 19th May, 2017 have reviewed the performance of:
- Non-Independent Directors and the Board as a whole;
- the Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.
- 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 and 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, its Committees and of individual directors.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act 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:
Foreign Subsidiary:
Manaksia International FZE
The total revenue of the Company for Financial Year 2017-18 stood at AED 126.45 Lacs (equivalent to Rs. 2269.26 Lacs). During the year the Company incurred a net profit of AED 4.88 Lacs (equivalent to Rs.85.67 Lacs).
Indian Subsidiary:
JPA Snacks Private Limited
The total revenue of the Company for Financial Year 2017-18 stood at Rs.147.09. Lacs. During the year the Company incurred a net loss of Rs.165.55 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. Policy for determining Material Subsidiaries is provided at the website of the Company http://www.manaksia.com and the weblink thereto is http://www.manaksia.com/pdf/Policy-on-Material-Subsidiary_Coated.pdf
FAMILIARIZATION PROGRAMME
Familiarization programme undertaken for Independent Directors is provided at the website of the Company http://www. manaksia.com and the weblink thereto is http://www.manaksia.com/pdf/Details-of-Familiarisation-Program-imparted-to-IDs-Coated.pdf
DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review in terms of provisions 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 CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to the 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 Auditors 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:
a. 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.
b. 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.
c. 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.
d. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
e. 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 Act and 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 http://www.manaksia.com and the weblink thereto is http://www. manaksia.com/pdf/22_03_16/Whistle_Blower_Policy_Coated_Final_22316.pdf
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013
There has been no such case filed/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 Act read with applicable provisions of 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 year under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Act, 2013 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 Act and the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 the Consolidated Financial Statements of the Company and its subsidiary Company is attached. The Consolidated Financial Statement has been prepared in accordance with the applicable accounting standards issued 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 subsidiaries.
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 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 teamwork, professionalism and enthusiastic contribution towards the working of the Company.
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)
Dated: 30th May, 2018 (DIN: 00091793) (DIN: 05348309)
Mar 31, 2016
DIRECTORSâ 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 COMPANYâS AFFAIRS AND FUTURE OUTLOOK
Kindly refer to âManagement Discussion and Analysis Reportâ 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 âListing Regulationsâ) forms part of the Corporate Governance Report.
OPERATIONS AND BUSINESS PERFORMANCE
Kindly refer to Management Discussion and Analysis Report, which forms part of the Directorsâ 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 Directorsâ Report and marked as Annexure - âAâ
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 - âBâ
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. DIRECTORSâ 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 & AUDITORSâ 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 Auditorâs 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 âAnnexure - Câ.
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 armâs 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 Companyâs 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 Companyâs 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 -âDâ.
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 asâ Annexure - âEâ.
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, itâs 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 Companyâs 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 managementâs 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 managementâs 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 Companyâs 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 Companyâs 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 - âFâ.
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
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