FOR THE FINANCIAL YEAR 2015-16
Your Directors are pleased to present the Fifth Annual Report on the business andoperations of the Company together with the Audited
Financial Statements for the year ended 31st March 2016.
FINANCIAL RESULTS (Rs in lacs)
|Particulars || |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Total Revenue ||10588.76 ||15481.84 ||18054.50 ||24842.97 |
|(PBT) Profit/(Loss) ||(407.09) ||(989.96) ||1853.45 ||312.76 |
|Less: Provisions for Taxation ||(59.00) ||(215.45) ||(59.00) ||(215.45) |
|Profit After Tax (PAT) ||(348.10) ||(774.51) ||1913.47 ||527.68 |
|Balance brought forward from previous year ||(759.23) ||15.28 ||684.64 ||156.96 |
|Surplus / (Deficit) CarriedtoBalance Sheet ||(1107.32) ||(759.23) ||2598.10 ||684.64 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
Kindly refer to Management Discussion and Analysis Report which forms part of theAnnual Report.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company during the financialyear 2015-16.
Since your Company has incurred loss the Board of Directors of your Company have notrecommended 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 GeneralReserve Account.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at 31st March 2016 stood at Rs655.34 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 partof the Corporate Governance Report.
OPERATIONS AND BUSINESS PERFORMANCE
Kindly refer to Management Discussion and Analysis Report which forms part of theDirectors Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) read with Para B of Schedule V of the Listing Regulations formspart of this Annual Report.
DETAILS RELATING TO MATERIAL VARIATIONS
Since no prospectus or letter of offer has been issued during last 5 (Five) yearsthere is no question of material variation.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of thecompany during the year under review.
EXTRACT OF ANNUAL RETRUN
The extract of Annual Return as on 31st March 2016 in the prescribed Form MGT-9pursuant to Section read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 forms part of this Directors Report and marked as
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Para C of Schedule V of the Listing RegulationsReport on the Corporate Governance along with a certificate from the Auditors of theCompany confirming compliance with the conditions of the Corporate Governance is annexedas
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of numbers of meeting of Board held during the year under review forms partof the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) and 134(5) of the Companies Act 2013 :
a) that in the preparationof the annual accounts for the year ended 31st March 2016the applicable accounting standards have been followed along with proper explanationsrelating to material departures if any;
b) that the Directors had adopted such accounting policies and applied themconsistently and made judgements and estimates in a reasonable and prudent manner so as togive a true and fair view of the state of affairs of the Company as at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such internal financial controls were adequate and are operatingeffectively;
f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
The Company has appointed Mr Ajay Kumar Chakraborty (DIN: 00133604) Dr Kali KumarChaudhuri (DIN: 00206157) and Mrs Smita Khaitan (DIN: 01116869) as Independent Director ofthe Company for a fixed term of 5 (Five) years in the Extra Ordinary General Meeting ofthe Company held on 17th November 2014. The Company has received declarations from allthe Independent Directors of the Company confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of the Listing Regulations
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr.Basant Kumar Agrawal (DIN: 00520558) Chairman cum Managing Director of the Companyretire by rotation at the ensuing Annual General Meeting and being eligible offers himselffor re-appointment.
During the year under review Mr Pramod Kumar Khemka Chief Financial Officer (CFO) ofthe Company have resigned from the post w.e.f 1st April2016andMr.NavneetManakisahasbeenappointedasChiefFinancialOfficeroftheCompany w.e.f. 28thMay 2016. The brief Resume/Profile of the Directors recommended by the Board forappointment/re-appointment forms part of Notice convening the 5th Annual General Meeting.
STATUTORY AUDITORS & AUDITORS REPORT
Messers SRB & Associates Chartered Accountants (Firm Registration No. 310009E)had been appointed as statutory auditors of the Company at the 3rd Annual General Meetingheld on 10thSeptember2014toholdoffice from the conclusion of 3rd Annual General Meetingconclusion of 8th Annual General Meeting on such remuneration as may be fixed by theBoard apart from reimbursement of out of pocket expenses as may be incurred by them forthe purpose of audit.
In accordance with Section 139(1) of the Companies Act 2013 the Board recommends suchappointment of M/s. SRB & Associates for ratification by the members in the ensuingAnnual General Meeting. There are no observations (including any qualificationreservation adverse remarks or disclaimer) of the Auditors in their Audit Report that maycall for any explanation from the Directors. The specific notes forming part of theaccounts referred to in Auditors Report are self- explanatory and give completeinformation.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration Personnel) Rules 2014 the Board of Directors of theCompany had appointed M/s Vinod Kothari & Company Practising Company Secretaries toconduct 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 theFinancial Year ended 31st March 2016 forms part of the Directors Report and annexed asAnnexure-C.
The Secretarial Auditors Report addressed to the shareholders of the Company does notcontain any qualification reservation adverse remark or disclaimer.
The provisions of Section 148 of Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to your Company.
There was no fraud reported by the Auditors of the Company under section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.
PARTICUALRS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any loan made any investments or given any guarantee asstipulated under the provisions of Section 186 of the Companies Act 2013 during thefinancial year 2015-16.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company with related parties forthe year under review were on arms length basis and in the ordinary course ofbusiness and were reviewed by the Audit Committee and that the provisions of Section188(1) read with the Companies (Meetings of Board and its Powers) Rules 2014 are notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company which may have a potential conflictwith theinterest of the Company at large. Thus disclosure in Form AOC-2 is not required.
All Related Party transactionsare placed before the Audit Committee for approval. Prioromnibus approval of the Audit Committee is obtained for the transactions which are of aun-foreseen in nature. The transactions entered into pursuant to the omnibus approval sogranted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their noting on aquarterly basis.
During the year under review the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Companys policy of Materiality of Related Party Transactions.The policy on Related Party Transactions as approved by the Board of Directors of theCompany may be accessed on the Companys website at www.manaksia.com and the weblinkthereto http://www.manaksia.com/corp_policy_industries.php.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO
The details required pursuant to the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating toConservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo formspart of this
Directors Report and marked as Annexure-D.
RISK MANAGEMENT SYSTEM
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate the probabilityand/or impact of unfortunate events or to maximize the realisation of opportunities.
The Company has structured Risk Management Policy designed to safeguard theorganization from various risks through adequate and timely actions. The Company managesmonitors and reports on its risks and uncertainties that can impact its ability to achieveits objectives. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated.
The Company pursuant to the requirement of the provisions of Section 177 of theCompanies Act 2013 read with Regulation 18 of the Listing Regulations has in place AuditCommittee comprising of 4 (Four) members Mr. Ajay Kumar Chakraborty (DIN: 00133604)-Independent Director (Chairman) Dr. Kali Kumar Chaudhuri (DIN: 00206157)- IndependentDirector Mr. Basant Kumar Agrawal (DIN: 00520558)- Executive Director and Mrs. SmitaKhaitan (DIN: 01116869)- Independent Director. The detailed terms of reference of theCommittee is provided in the Corporate Governance Report. There were no such instanceswhere 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 theCompanies Act 2013 read with the Regulation 19 of the Listing Regulations has in placethe Nomination & Remuneration Committee comprising of 3 (Three) members Mr. AjayKumar Chakraborty (DIN: 00133604)- Independent Director (Chairman) Dr Kali KumarChaudhuri (DIN: 00206157) - Independent Director and Mrs. Smita Khaitan (DIN: 01116869) -Independent Director. The detailed terms of reference of the Committee is provided in theCorporate Governance Report. The Company pursuant to provisions of Section 178 of theCompanies Act 2013 and Regulation 19 read with Para A of Part D of Schedule II and uponrecommendation of Nomination & Remuneration committee has devised a policy onRemuneration of Directors Key Managerial Personnel and other employees. The said policyforms part of the Directors Report and marked as Annexure E.
The Board of Directors of the Company pursuant to the requirement of provisions of theCompanies Act 2013 and Listing Regulations and on recommendation of Nomination &Remuneration Committee formed a questionnaire laying down several question dealing withseveral aspect of evaluation of performance of the individual directors committees ofboard and the board itself which inter-alia included appropriate assistance inimplementing corporate governance practices participating actively in collective decisionmaking analysing the options for action and working towards consensus their specificroles and responsibilities to be fulfilled as an independent director Familiarizationprogramme undertaken for Independent Directors is provided at the following weblink :http://www.manaksia.com/management-team-manaksia-industries.php.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of Section 178(5) of the Companies Act 2013 read withRegulation 20 of the Listing Regulations the Company has in place the StakeholdersRelationship Committee comprising of 3 (Three) members Mrs Smita Khaitan (DIN: 01116869)-Independent Director (Chairman) Mr. Basant Kumar Agrawal (DIN: 00520558)-ExecutiveDirectorandMr.AdityaBManaksia(DIN:00614488)-Executive Director. The detailedterms of reference of the Committee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 read with Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable to your Company.
Pursuant to the provisions of Companies Act 2013 and the Listing Regulations theNomination & Remuneration the criteria for performance evaluation in a structuredquestionnaire form after taking into consideration various aspects of the Boardfunctioning composition of the Board and its Committees culture execution diligenceintegrity awareness and performance of specific laws duties obligations and governanceon the basis of which the Board has carried out evaluation of its own performance theperformance of Board Committee and of Directors individually.
The Independent Directors of the Company without the participation of Non-IndependentDirectors and members of management in their separate meeting have reviewed theperformance of Non-Independent Directors and the Board as a whole and also the performanceof the Chairman of the Company taking into account the views of executive directors andnon executive directors. The Independent Directors further assessed the quality quantityand timeliness of flow of information between the company management and the board that isnecessary for the board to effectively and reasonably perform their duties. The review ofperformance of Non-IndependentDirectorswasdoneafter discussing with them on variousparameters such as skill competence experience degree of engagement ideas &planning etc. The Board performance was reviewed on various parameters such as adequacyof the composition of the Board Board culture appropriateness of qualification &expertise of Board members process of identification and appointment of IndependentDirectors inter-personal skills ability to act proactively managing conflicts managingcrisis situations diversityintheknowledgeandrelatedindustryexpertiseroles andresponsibilities of Board members appropriate utilization of talents and skills of Boardmembers etc. The evaluation of the Chairman of the Company was conducted on variousparameters such as leadership quality capability availability clarity of understandinggovernance & Compliance and degree of contribution etc.
The Board of Directors of the Company expressed their satisfaction towards the processof review and evaluation of performance of Board its Committees and of individualdirectors.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 details containing salient features of thefinancial statement of subsidiary companies/associate companies/ joint ventures in FormAOC-1 forms part of this Annual Report. The details of performance of the SubsidiaryCompanies is as follows:
Euroasian Ventures FZE
The revenue of the Company for the year ended 31st March 2016 stood at AED 176.39 lacs(equivalent to Rs 2939.79 lacs). During the year ended 31st March 2016 the Company had anet profit of AED 127.38 lacs (equivalent to Rs 2122.97 lacs).
Euroasian Steels LLC
Euroasian Steels LLC is the subsidiary of Euroasian Ventures FZE. The revenue of theCompany for the year ended 31st March 2016 stood at GEL 85.75 lacs (equivalent to Rs2858.42 lacs). During the year ended 31st March 2016 the Company had a net loss of GEL0.26 lacs (equivalent to Rs 8.58 lacs).
Except as stated hereinabove the Company does not have joint venture or associatecompany during the year under review.
MATERIAL SUBSIDIARY COMPANIES
A subsidiary shall be considered as material if its income or net worth exceeds twentypercent of the consolidated income or net worth respectively of the listed entity and itssubsidiaries in the immediately preceding accounting year. Euroasian Ventures FZE andEuroasian Steels LLC are the foreign material subsidiary of the Company.
Policy for determining Material Subsidiaries is provided at the following weblink:http://www.manaksia.com/corp_policy_industries.php.
The Company has neither accepted nor renewed any deposits during the Financial Year2015-16 in terms of Chapter V of the Companies Act2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which may impact its going concern status andCompanysoperationsinfuture.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. Your Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. To commensurate the internal financial control with its size scaleand complexities of its operations the Company on the recommendation of Audit Committeehas appointed M/s S K Agrawal & Company Chartered Accountants as Internal Auditor ofthe Company.
The Audit Committee reviews the report submitted by the Internal Auditors. The AuditCommittee 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 transactionsare executed in accordancewith managements general and specific authorization. There are well-laid manuals forsuch general or specific authorization.
2. Systems and procedures exist to ensure thatalltransactionsarerecordedasnecessarytopermitpreparationof financial statements inconformity with generally accepted accounting principles or any other criteria applicableto such statements and to maintain accountability for aspects and the timely preparationof reliable financial information.
3. Access to assets is permitted only in accordance with managements general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specifically
4. The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to any differences if any.
5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Companys policies.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In Compliance with the provisions of Section 177(9) of the Companies Act 2013 and theListing Regulations the Company has framed a Whistle Blower Policy to establish a vigilmechanism for Directors and employees to report genuine concerns about actual or suspectedunethical behavior mal practice wrongful conduct discrimination sexual harassmentfraud violation of the Companys policies including Code of Conduct without fear ofreprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded onCompanys 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 the remuneration and other details as required under theprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthe
Directors Report and marked as Annexure- F.
During the period under review no employee of the Company drew remuneration in excessof the limits specified under the provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.
CONSOLIDATED FINANCIAL STATEMENTS
In Compliance with the provisions of the Companies Act 2013 and Listing Regulationsthe Consolidated Financial Statement of the Company and its subsidiary Company isattached. The Consolidated Financial Statement has been prepared in accordance with theapplicable accounting standards issued by the Institute of Chartered Accountants of Indiaand shows the financialresourcesassetsliabilitiesincome profits and other details ofthe Company and its subsidiary Company.
Your Company continues its relentless focus on strengthening competition in all itsbusinesses. It is the endeavour of your Company to deploy resources in a balanced mannerso as to secure the interest of the shareholders in the best possible manner in the shortmedium and long terms.
Your Directors convey their grateful appreciation for the valuable patronage andco-operation received and goodwill enjoyed by the Company from its esteemed customerscommercial associates banks financial institutions Government Authorities other media.
Your Directors also wish to place on record their deep sense of appreciation to all theemployees at all levels for their commendable team-work professionalism and enthusiasticcontribution 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 |
|Place : Kolkata ||Basant Kumar Agrawal |
|Date : 28th May 2016 ||Chairman cum Managing Director |
| ||(DIN : 00520558) |
ANNEXURE - C
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE PERIOD FROM APRIL 1 2015 TO MARCH 31 2016
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Manaksia Industries Limited
8/1 Lal Bazar Street Kolkata -700001
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Manaksia Industries Limited(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon. Based on our verification of theCompanys books papers minute books forms and returns filed and other recordsmaintained by the Company (as per Annexure A1 hereinafter referred to as"Books andPapers")and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit we hereby report thatin our opinion the Company has during the period covered by our audit that is to sayfrom April 01 2015 to March 31 2016 (hereinafter referred to as "AuditPeriod") complied with the statutory provisions listed hereunder and also that theCompany has proper board-processes and compliance-mechanism place to the extent in themanner and subject to the reporting made hereinafter: We have examined the Books andPapers maintained by the Company for the Audit Period according to the provisions of :
1. The Companies Act 2013 ("the Act") and the rules made thereunder;
2. Equity Listing Agreement with the Stock Exchange (s);
3. The Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015
4. The Securities Contracts (Regulation) Act 1956("SCRA") and the rules madethereunder;
5. The Depositories Act 1996 and the regulations and bye-laws framed thereunder;
6. Foreign Exchange Management Act 1999 and the rules andregulationsmade thereunder tothe extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
7. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ("SEBI Act"):- a. The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011; b. TheSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992;c. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015; d. The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009; e. The Securities and Exchange Board of India(Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding theCompanies Act and dealing with client;
8. Secretarial Standards 1 and 2 as issued by the Institute of Company Secretaries ofIndia;
9. Laws specifically applicable to the industry to which the Company belongs: We havebeen intimated by the Company that no specific laws are applicable to it.
Management Responsibility :
1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit;
2. We have followed practicesand theaudit processes as were appropriate toobtain reasonable assurance about the correctness of the contents of the secretarialrecords. The verification was done on test basis to ensure that correct facts arereflected in secretarial records. We believe that the processes and practices we followedprovide a reasonable basis for our opinion;
3. We have not verifiedthe correctness and appropriateness of financial records andBooks of Accounts of the Company or examined any books information or statements otherthan Books and Papers;
4. Wherever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.;
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of Our examination was limited to theverification of procedure on test basis;
6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
During the Audit Period the Company has complied with the provisions of the ActRules Regulations Guidelines etc. mentioned above subject to the recommendations below:
Recommendations as a matter of best practice :
Since RPTs are focal point of current scenario of corporate governance it isrecommended that the minutes in this respect should be more exhaustive with respect tobasis of approval of such transactions.
Additionally during the course of our audit we have made certain recommendations forgood corporate practices separately placed before the Board for its necessaryconsideration and implementation by the Company.
We further report that :
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The number ofdirectors liable to retire by rotation is in compliance with provision of 152 (6) of Act2013 which provides that 2/3rd of the total directors (except independent directors) ofthe Company shall be such whose period of office will be liable to determination byretirement of directors by rotation.
There were no changes in the composition of the Board of Directors during the Adequatenotices were given to all directors to schedule the Board Meetings. Detailed notes onagenda were sent to the board of directors prior to the meeting.
All decisions of the board were taken with the requisite majority and recorded as partof the minutes.
We further report that subject to above the company has complied with theconditions of Corporate Governance as the Listing Agreement/Listing Regulations.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the Audit Period the Company has not incurred anyspecific event/ action that can have a major bearing on the companys affairs inpursuance of the above referred laws rules regulations guidelines standards etc.except as below :
Alteration of the Articles of Association
At the Annual General Meeting held on September 26 2015 the members of the Companyhad approved resolution passed under section 14 of the Act to alter the Articles ofAssociation of the Company by insertion of Clause 32A after the existing Article 32 in itsexisting Articles of Association relating to transfer of shares.
|Place : Kolkata ||For Vinod Kothari & Company |
|Date : 14th May 2016 ||Practising Company Secretaries |
| ||Aditi Jhunjhunwala |
| ||(Partner) |
| ||Membership No. : 26988 |
| ||C P No. : 10144 |
ANNEXURE - A1
List of Documents
1. Corporate Matters
1.1 Minutes books of the following Minutes were provided:
1.1.1 Board Meeting;
1.1.2 Audit Committee;
1.1.3 Nomination and Remuneration Committee;
1.1.4 Stakeholders Relationship Committee;
1.1.5 General Meeting;
1.2 Agenda papers for Board Meeting along with Notice;
1.3 Annual Report 2015;
1.4 Memorandum and Articles of Association;
1.5 Disclosures under Act 2013 and Rules made thereunder;
1.6 Forms and returns filed with the ROC & RBI;
1.7 Documents under SEBI (Prohibition of Insider Trading) Regulations 2015;
1.8 FDI file;
1.9 Documents under SEBI (Substantial Acquisition of Shares And Takeovers) Regulations2015;
1.10 Registers maintained under Companies Act 2013.
ANNEXURE - D
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
|A. ||CONSERVATION OF ENERGY : |
| ||a. Steps taken or impact on conservation of energy |
| ||The thrust for energy conservation continued during the year across all manufacturing locations |
| ||systems and devices. The various measures taken during the year include: |
| ||1. Conducting training programmes at various factories for conservation of energy. |
| ||2. Strengthening of capacitor banks to improve power factor. |
| ||3. Optimization of loading efficiency of furnace oil. |
| ||b. Steps taken for utilizing alternate sources of energy |
| ||The Company is constantly taking steps to identify various alternative sources of energy both for thermal and power generation |
| ||applications. In pursuit of its goal towards savings in energy cost the Company while procuring new machinery under phased |
| ||modernization / replacement program take into account its impact on energy conservation. |
| ||c. Capital investment on energy conservation equipments |
| ||Nil |
|B. ||TECHNOLOGY ABSORPTION : |
| ||i) Efforts made towards technology absorption |
| ||a) Development of New Products. |
| ||b) Increasing Level Automation in the Production Side. |
| ||c) Method Improvements in Manufacturing Process. |
| ||d) Improvement in safety and reliability of the Plant. |
| ||e) Installing upgraded Pollution Control Equipment for Air/Water. |
| ||ii) Benefits derived as a result of such efforts |
| ||a) Improvement in productivity |
| ||b) Improvement in market share |
| ||c) Increase in in-house capability |
| ||d) Energy conservation |
| ||e) Cost Reduction |
| ||f) Better quality product |
| ||iii) No fresh technology has been imported during the year |
| ||iv) The expenditure on Research & Development : NIL |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
| ||(Rs in Lacs) |
|a. Foreign Exchange Earnings ||386.20 |
|b. Foreign Exchange Outgo: || |
|CIF Value of Imports ||3798.32 |
|c. Other Expenditure in Foreign Currency ||28.31 |
ANNEXURE - E
MANAKSIA INDUSTRIES LIMITED
FRAMED UNDER SECTION 178 (3) OF COMPANIES ACT 2013 READ WITH SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015.
I. INTERPRETATION CLAUSES
For the purposes of this Policy references to the following shall be construed as :
|"Applicable Law" ||: shall mean the Companies Act 2013 and allied rules made thereunder Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and includes any other statute law standards regulations or other governmental instruction as may be applicable to the Company from time to time. |
|"Company" ||: refers to Manaksia Industries Limited |
|"Board" ||: refers to the Board of Directors of the Company. |
|"Committee" ||Committee of Board of Directors of the Company. R : referstoNomination & emuneration |
|"Directors" ||: refers to the Chairperson and all whole-time Directors. |
|"Executives" ||: refers to the Directors key managerial personnel and senior management. |
|"Key Managerial personnel" : ||Managing Director Manager Chief Executive Officer Chief refers to the Financial Officer Company |
| ||Secretary and any such other officer as may be prescribed under Applicable Law. |
|"Policy" or "this Policy" ||: shall mean the contents herein including any amendments made by the Board of Directors of the Company. |
|"Senior Management" ||: Means personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive Directors including the functional heads.. All terms not defined herein shall take their meaning from the Applicable Law. |
a) This Policy applies to all the "Executives" of the Company.
b) In addition this Policy also extends to the remuneration of non-executiveDirectors including principles of selection of the independent Directors of the Company.
c) The Board of Directors has adopted the remuneration Policy at the recommendation ofthe Committee. This Policy shall be valid for all employment agreements entered into afterthe approval of the Policy and for changes made to existing employment agreementsthereafter.
d) In order to comply with local regulations the Company may have remunerationpolicies and guidelines which shall apply in addition to this policy.
The Board of Directors of the Company may deviate from this Policy if there areexplicit reasons to do so in individual case(s). Any deviations on elements of thisremuneration policy under extraordinary circumstances when deemed necessary in theinterests of the Company shall be reasoned and recorded in the Boards minutes andshall be disclosed in the Annual Report or in case of an appointment in good time priorto the appointment of the individual.
This Policy reflects the Companys objectives for good corporate governance aswell as sustained and long-term value creation for stakeholders. This Policy will alsohelp the Company to attain optimal Board diversity and create a basis for successionplanning. In addition it is intended to ensure that
a) the Company is able to attract develop and retain high-performing and motivatedExecutives in a competitive market
b) the Executives are offered a competitive and market aligned remuneration packagewith fixed salaries being a significant remuneration component as permissible under theApplicable Law;
c) Executives are aligned with the Companys business strategies valuesremuneration of the key priorities and goals.
V. GUIDING PRINCIPLES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT
The guiding principle is that the remuneration and the other terms of employment forthe Executives shall be competitive in order to ensure that the Company may attract andretain competent Executives. In determining the remuneration policy the Committee ensuresthat a competitive remuneration package for all Executives is maintained and is alsobenchmarked with other multinational companies operating in national and global markets.
VI. RESPONSIBILITIES AND POWERS OF THE COMMITTEE
The Committee in addition to the functions and powers as endued by its terms ofreference would also be responsible for
a) preparing the Boards decisions on issues concerning principles forremunerations (including pension and severance pay) and other terms of employment ofExecutives and non-executive Directors; eligible individuals for the
b) formulating office of Executives;
c) monitoring and evaluatingprogramsforvariableremunerationif any both ongoing andthose that have ended during the year for Executives and non-executive Directors;
d) monitoring and evaluating the application of this Policy;
e) monitoring andevaluatingcurrentremunerationstructures and levels in the Company.
VII. PRINCIPLES FOR SELECTION OF INDEPENDENT DIRECTORS
Directors of the Company shall be in accordance with the principles as stated hereunderand other Thenomination relevant provisions of Applicable Law:
(a) is a person of integrity and possesses relevant expertise and experience;
(b) is or was not a promoter of the Company or its holding subsidiary or associatecompany and not related to promoters or Directors in the Company its holding subsidiaryor associate company;
(c) has or had no pecuniary relationship with the Company its holding subsidiary orassociate company or their promoters or Directors during the two immediately precedingfinancial years or during the current financial year;
(d) none of whose relatives has or had pecuniary relationship or transaction with theCompany its holding subsidiary or associate company or their promoters or Directorsamounting to two per cent. or more of its gross turnover or total income or fifty lacsrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;
(e) neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the Company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of (a) a firm of auditors or company secretaries in practice or cost auditorsof the Company or its holding subsidiary or associate company; or (b) any legal or aconsulting firm that has or had any transaction with the Company its holding subsidiaryor associate company amounting to ten per cent or more of the gross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting powerof the Company; or
(iv) is a chief executive or director by whatever name called of any non-profitorganisation that receives twenty-five per cent or more of its receipts from the Companyany of its promoters Directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the Company;
f) shall possess appropriateskillsexperienceandknowledge fieldsof finance lawmanagement sales marketingoneormore technical operationsadministrationor other disciplines related to the Companys business.
VIII. OVERALL CRITERIA FOR SELECTION OF EXECUTIVES
The assessment for Senior Management will be done on the basis of below parameters bythe concerned interview panel of the Company -
a) Competencies :
Necessary skills ( Leadership skill communicationskillsManagerial skills etc )
Experiences & education to successfully complete the tasks.
Positive background reference check.
b) Capabilities :
Suitable or fit for the task or role.
Potential for growth and the ability and willingness to take on moreresponsibility.
Intelligent & fast learner Good Leader Organiser & Administrator GoodAnalytical skills Creative & Innovative.
c) Compatibility :
Can this person get along with colleagues existing and potential clients andpartners.
Strong Interpersonal Skills.
Flexible & Adaptable.
d) Commitment :
Candidates seriousness about working for the long term
Vision & Aim
e) Character :
Ethical honest team player
f) Culture :
Fits with the Companys culture. (Every business has a culture or a way thatpeople behave and interact with each other. Culture is based on certain valuesexpectations policies and procedures that influence the behavior of a leader andemployees. Employees whodontreflectacompanysculturetendtobedisruptiveanddifficult)
Presentable & should be known for good social & corporate culture.
IX. GENERAL POLICIES FOR REMUNERATION
The various remuneration components would be combined to ensure an appropriate andbalanced remuneration package.
1. A fixed base salary set at a level aimed at attracting and retainingexecutives showing good performance towards achieving Company goals.
2. Perquisites In the form of house rent allowance/ accommodationfurnishingallowance reimbursement of medical expenses conveyance telephone leave travel etc.
3. Retirement benefits Provident Fund contribution to superannuation gratuityetc as per Company Rules subject to Applicable Law.
4. Motivation/Reward A performance appraisal to be carried out annually andpromotions/increments/ rewards are to be decided by Managing Director based on theappraisal and recommendation of the concerned Head of Departments where applicable.
5. Severance payments
In accordance with terms of employment and applicable statutory requirements if any.shall abide by the following norms - Anyremunerationpayabletothe
i. The base salary shall be competitive and based on the individual Executiveskey responsibilities and performance;
ii. Base salaries would be based on a function-related salary system and be in linewith the market developments shown by the benchmark research and additional marketstudies. The annual review date for the base salary would be April 1 or any other date asmay be determined by the Committee from time to time subject to the CompanysPolicy;
iii. The Executives will be entitledto customary non-monetary benefits such as Companycars phone and such other fixed entitled benefits;
iv. Pension contributions shall be made in accordance with applicable laws andemployment agreements;
v. The Executives resident outside India or resident in India but having a materialconnection to or having been resident in a country other than India may be offeredpension benefits that are competitive in the country where the Executives are or have beenresident or to which the Executives have a materialconnectionpreferablydefined-contributionplans;
vi. A Director may receive remuneration by way of fee for attending meetings of theBoard or Committee thereof or for any other purpose whatsoever as may be decided by theBoard as permissible under Applicable law;
vii. If any Director draws or receives directly or indirectly by way of remunerationany such sums in excess of the limit as prescribed or without the prior sanctionwhere itis required under the Applicable law such remuneration shall be refunded to the Companyand until such sum is refunded hold it in trust for the Company. The Company shall notwaive the recovery of any sum refundable to it;
viii. A Director who is in receipt of any commission from the Company and who is amanaging or whole-time director of the Company shall not be disqualified from receivingany remuneration or commission from any holding or subsidiary company of the Companysubject to its disclosure by the Company in the Boards report.
A. Any fee/ remuneration payable to the non-executive Directors of the Company shallabide by the following norms
i. If any such Director draws or receives directly or indirectly by way of fee/remuneration any such sums in excess of the limit as prescribed or without the priorsanctionwhere it is required under the Applicable law such remuneration shall berefunded to the Company and until such sum is refunded hold it in trust for the Company.The Company shall not waive the recovery of any sum refundable to it;
ii. Such Director(s) may receive remuneration by way of fee for attending meetings ofthe Board or Committee thereof or for any other purpose whatsoever as may be decided bythe Board as permissible under Applicable law;.
iii. An independent Director shallnotbeentitledtoanystockoptionand may receiveremuneration only by way of fees and reimbursement of expenses for participation inmeetingsof the Board or committee thereof and profit commission as may be permissibleunder the Applicable law.
X. NOTICE OF TERMINATION AND SEVERANCE PAY POLICY
The notice of Termination and Severance pay shall be as per the terms of appointment asmentioned in the Employment Agreement or Letter of Appointment.
XI. DISCLOSURE AND DISSEMINATION
i. The Policy shall be disclosed in the Boards report to shareholders of theCompany.
ii. The annual report of the Company would specify the details of remuneration paid toDirectors.
iii. The Company is required to publish its criteria of making payments tonon-Alternatively this may also be put up on the Companys website and reference bedrawn in the annual report.
1. Based on the recommendation of the Nomination & Remuneration Committee at itsmeeting held on 30th May 2015 the policy was approved and adoptedbytheBoardofDirectorsoftheCompanyatitsmeetingheldon30thMay 2015.
2. The Policy was amended in order to align the same with Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 by theNomination & Remuneration Committee at its recommended to the Board of Directors fortheir approval. The Board of Directors of the Company at its meeting held on 11thFebruary 2016 approved the amended policy.
ANNEXURE - F
Details under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
|Rule ||Particulars || |
|(i) The Ratio of the remuneration of each ||a. Mr. Basant Kumar Agrawal Managing Director ||34.07:1 |
|Director to the median remuneration of the employees of the Company for the financial year 2015-16 ||b. Mr. Aditya B Manaksia Whole-time Director ||22.72:1 |
| ||c. Mr. Amit Chakraborty Whole-time Director ||4.82:1 |
| ||d. Mr. Ajay Kumar Chakraborty Independent Director ||0.08:1 |
| ||e. Dr. Kali Kumar Chaudhuri Independent Director ||0.09:1 |
| ||f. Mrs. Smita Khaitan Independent Director ||0.14:1 |
|(ii) The percentage increase in remuneration of each Director Chief ||a. Mr. Basant Kumar Agrawal Managing Director ||100 |
| ||b. Mr. Aditya B Manaksia Whole-time Director ||0 |
|Financial Officer Chief Executive ||c. Mr. Amit Chakraborty Whole Time Director ||0 |
|Officer Company Secretary in the financial year 2015-16 ||d. Mr. Ajay Kumar Chakraborty Independent Director ||0* |
| ||e. Dr. Kali Kumar Chaudhuri Independent Director ||0* |
| ||f. Mrs. Smita Khaitan Independent Director ||0* |
| ||g. Mr. Pramod Khamka Chief Financial Officer ||0 |
| ||h. Mr. Sandeep Kumar Sultania Company Secretary ||0 |
* Independent Directors and Non-executive Directors are only entitled
|(iii) The percentage increase in the median remuneration of employees in the financial year 2015-16 ||- |
|(iv) The number of permanent employees on the rolls of the company. ||542 |
|(v) The explanation on the relationship between average increase in remunera- tion and company performance. ||During the year the Company achieved a total income of Rs 10588.76 lacs against Rs 15481.84 lacs of last year. The Company has reduced its net loss to Rs 348.10 lacs during the year 2015-16 as against a net loss of Rs 774.51 lacs in the year 2014- 15. Managerial remuneration was increased in line with comparable market rates; the financial performance of the company is dependent on prevailing macro and industry circumstances which is expected to be transient. |
|(vI) Comparison of the remuneration of the ||a. Total Revenue (Rs in Lacs) ||10588.76 |
|Key Managerial Personnel against the performance of the company. ||b. Aggregate Remuneration of Key Managerial Personnel (KMP) in F.Y. 2015-16 (Rs in Lacs) ||118.61 |
| ||c. Remuneration of KMPs (as a % of revenue) ||1.12% |
|(vIi) Variations in the market capitalization of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer. ||Financial year ended ||Name of the Stock Exchange ||Closing share Price ||Market capitalization ||Price Earning Ratio |
| || || ||(Rs) ||(Rs in Lacs) || |
| ||31.03.2016 ||NSE ||2.90 ||1900.49 ||-5.47 |
| ||31.03.2015 ||NSE ||17.05 ||11173.56 ||-14.45 |
| ||31.03.2016 ||BSE ||2.94 ||1926.70 ||-5.55 |
| ||31.03.2015 ||BSE ||17.10 ||11206.32 ||-14.49 |
The Company has not come out with any Public Offer.
|(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison in with the percentile and the managerial remuneration justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. ||There is no increase in Average percentile in the salaries of employees other than managerial personnel in the last financial year as compared to an increase of 100% in the managerial remuneration.Managerial remuneration was increased in line with comparable market rate. |
|(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company. ||Name of the KMP ||Remuneration of KMP (Rs in Lacs) ||Remuneration as % of revenue (Total Revenue = 10588.76 Lacs) |
| ||a Mr. Basant Kumar Agrawal Managing Director ||45.00 ||0.42 |
|Director ||b Mr.AdityaBManaksiaWhole-time ||30.00 ||0.28 |
| ||c Mr. Amit Chakraborty Whole Time Director ||6.36 ||0.06 |
| ||d Mr. Pramod Khamka Chief Financial Officer ||21.98 ||0.21 |
| ||e Mr. Sandeep Kumar Sultania Company Secretary ||15.27 ||0.14 |
(x) The key parameters for any variable There is no variable component availed by anyDirector. availed by component of remuneration the Directors.
(xi) The ratio of the remuneration of theNone highest paid Director to that of theemployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year
(xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy ofthe Company.