Your Directors take pleasure in presenting the Sixth Annual Report together with theAudited Annual Accounts of your Company for the year ended March 31 2017.
|FINANCIAL RESULTS/SUMMARY || || |
| || || |
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Total Revenue ||12919.47 ||10588.76 ||15589.90 ||18054.50 |
|Profit / (Loss) Before Tax (PBT) ||876.98 ||(407.10) ||2969.70 ||1853.45 |
|Less: Provisions for Taxation ||181.79 ||(59.00) ||181.79 ||(59.00) |
|Profit After ||695.19 ||(348.10) ||2788.51 ||1913.47 |
|Balance brought forward from previous year ||(1107.32) ||(759.23) ||2598.10 ||684.64 |
|Surplus / (Deficit) Carried to Balance Sheet ||(412.12) ||(1107.32) ||5386.60 ||2598.10 |
STATE OF COMPANY'S AFFAIRS AND OPERATIONS
The Company is engaged in the business of metal packaging products and aluminum semirigid containers. The Company has achieved a turnover of Rs. 12294.65 lakhs compared toRs. 10265.84 lakhs in the previous financial year and earned net profit of Rs. 695.19lakhs compared to a net loss of Rs. 348.10 lakhs in the previous financial year showingan increase 19.76% and 99.71% respectively.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There is no change in the business of the Company during the financial year 2016-17.
Your Board has recommended a maiden dividend of Rs. 0.20 (Previous year: Nil) perequity share of Rs. 1/- fully paid-up (i.e.20% on the paid-up value of equity shares).
ISSUE OF SHARES
The Company has not issued any share during the financial year under review.
DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT
The details of shares held in the demat suspense account as required under Regulation34(3) read with Schedule V is given in Corporate Governance Report which forms part ofthis report.
The Company has not accepted any deposit during the year under review.
TRANSFER TO RESERVE
During the year under review your Company has not transferred any amount to the GeneralReserve Account.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c)and 134(5) of the Companies Act 2013 your Directors hereby confirm that:
i) In the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis;
v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
Information related to conservation of energy Research & Development technologyabsorption foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 and Rule 8(3) of Companies (Accounts) Rules 2014 are given in theAnnexure A' as attached hereto and forming part of this Report.
Your Company has practiced sound Corporate Governance and taken necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of Corporate Governance. Your Company has compliedwith the requirements of all the applicable Regulations read with Schedule - V ofSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as issued by Securities and Exchange Board of India and as amended fromtime to time. Your Company has given its deliberations to provide all the information inthe Board's Report and the Corporate Governance Report as per the requirements ofCompanies Act 2013 and the Listing Regulations (erstwhile Lising Agreement) entered bythe Company with the Stock Exchanges as a matter of prudence and good governance.
A Report on Corporate Governance along with a certificate from M/s. SRB &Associates Chartered Accountants & Auditors regarding compliance of conditions ofCorporate Governance and certification by CEO & CFO are given in Annexure B' C' & D'.
CODE OF CONDUCT
The Code of Conduct for Directors KMPs and Senior Executive of the Company is alreadyin force and the same has been placed on the Company's website: www. manaksia.comand the declaration to this effect is given in Annexure - E'
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations 1992 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading and the same isalso placed on the Company's website: www. manaksia.com. Further in accordancewith the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations2015 the code of practices and procedures for fair disclosure of Unpublished PriceSensitive Information and the code of conduct for prohibition of Insider Trading of theCompany as formulated are being adhered.
PERFORMANCE & FINANCIAL POSITION OF SUBSDIARY / ASSOCIATES
Highlights of performance of subsidiaries associates and their contribution to theoverall performance of the Company during the period. [Pursuant to Section 134 and Rule 8of Companies (Accounts) Rules 2014]
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 in Form AOC-1 are given in Annexure-'F'. Thedetails of performance of the Subsidiary Companies are as follows:
Euroasian Ventures FZE
The revenue of the Company for the year ended 31st March 2017 stood at AED14778849.99 (equivalent to Rs. 2609.79 lakhs). During the year ended 31st March 2017the Company had earned a net profitof AED 11572685.57 [equivalent to Rs. 3074.74 lakhs(Approx.)].
Euroasian Steels LLC
Euroasian Steels LLC is the subsidiary of Euroasian Ventures FZE. The Company has notundertaken any business during the financial year under review. Therefore the revenue ofthe Company for the year ended 31st March 2017 stood NIL. During the year ended 31stMarch 2017 the Company had incurred a net loss of GEL 17467 [equivalent to Rs. 4.64lakhs (Approx.)].
Jiwanjyoti Vanijya Pvt. Ltd. Wholly-owned Subsidiary Company
The Company has reported total revenue of Rs. 180000/-. during the financial yearunder review as compared to NIL in the previous year. During the year ended 31st March2017 the Company had incurred a net loss of Rs. 1011896/- compared to Rs. 772361/-inthe previous year.
Glitter Agencies Pvt. Ltd. Wholly-owned Subsidiary Company
The Company has reported total revenue of Rs. 180000/. during the year as compared toNIL in the previous year. During the year ended 31st March 2017 the Company had incurreda net loss of Rs. 923211/- compared to Rs. 766944/-in the previous year.
BK Manaksia Nigeria Ltd. Wholly-owned Subsidiary Company
M/s. BK Manaksia Nigeria Ltd. has not started any business till 31st March 2017 Exceptas stated hereinabove no other Company has become or ceased to be the Company'ssubsidiary joint venture or associate company during the year under review.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
A report on Management Discussion & Analysis is given in this report.
The particulars and information of the employees as required under Section 197(12)ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been set out as Annexure G' to thisReport attached hereto.
The website of your Company www.manaksia.com has been designed to present theCompany's businesses up-front on the home page. The site carries acomprehensive databaseof information including the Financial Results of your Company
Shareholding pattern Director's & Corporate Profile details of Board CommitteesCorporate Policies and business activities of your Company. All the mandatory informationand disclosures as per the requirements of the Companies Act 2013 and Companies Rules2014 and as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 has been uploaded to the aforesaid website of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) Director - Retirement by Rotation:
Mr. Aditya B Manaksia (DIN 00614488) Director of the Company pursuant to theprovisions of Section 152(6) and other applicable provisions of the Companies Act 2013retires by rotation at the ensuing Annual General Meeting and being eligible offeredhimself for reappointment.
ii) Appointment / Re-appointment of the Directors :
a) Mr. Amitabha Guha (DIN: 02836707) was appointed as an Additional Director (NonExecutive-Independent Director) of the Company by the Board in its meeting held on January7 2017 with immediate effect for a consecutive period of five years as per therecommendation of Nomination & RemunerationCommitteeoftheCompany.Accordinglyappointment of Mr. Amitabha Guha is proposed to beconfirmed as an Independent Director of the Company to hold the office for a consecutiveperiod of five years by the Shareholders in the ensuing Annual General Meeting. Mr. Guhashall not be liable to retire by rotation pursuant to the applicable provisions of theCompanies Act 2013 & rule made thereunder and the Listing Regulations.
b) Mr. Navneet Manaksia (DIN: 00438612) who was earlier appointed as Chief FinancialOfficer (CFO) of the Company has been promoted as the Wholetime Director cum ChiefFinancial Officer (CFO) of the Company by the Board in its meeting held on January 72017 with immediate effect for a period of 3 (Three) years with immediate effect as perthe recommendation of Nomination & Remuneration Committee of the Company subject toapproval of Shareholders. Accordingly appointment of Mr. Navneet Manaksia as the WholetimeDirector cum CFO of the Company has been proposed to be approved by the Shareholders inthe ensuing Annual General Meeting in accordance with the provisions of Sections 196197 198 203 read with Schedule V and/ or any other applicable of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce).
iii) Resignation of the Directors:
During the year under review Mr. Ajay Kumar Chakraborty (DIN: 00133604) Non-ExecutiveIndependent Director and Mr. Amit Chakarborty (DIN: 06470643) Wholetime Director of theCompany have resigned from the Board of your Company with effect from November 15 2016and November 29 2016 respectively. The Board places on record its great appreciation forthe guidance and the invaluable services rendered by both of them during their tenure asthe Directors of the Company.
iv) Whole Time- Key Managerial Personnel (KMP):
There is no change in the Key Managerial Personnel during the year.
None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013. The Directors have also made necessary disclosures to the extent asrequired under provisions of section 184(1) as applicable.In accordance with Section149(7) of the Act each Independent Director has given a written declaration to theCompany confirming that he/she meets the criteria of independence as mentioned underSection 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
AUDITORS AND THEIR REPORTS
(i) Statutory Auditor:
The Statutory Auditor M/s. SRB & Associates. Chartered Accountants holds officeupto the conclusion of the Annual General Meeting (AGM) to be held for the financial year2018-19 subject to ratification by the shareholders in every AGM. Accordingly the Boardon recommendation of Audit Committee has proposed for ratification of their appointment inthe office of Statutory Auditors of the Company for the financial year 2018-19.
The Notes to Accounts as referred in the Auditors Report are self-explanatory andhence does not call for any further explanation.
(ii) Secretarial Auditor:
The Board had appointed M/s. Vinod Kothari & Co. Practicing Company Secretariesas the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2016-17 under the provisions of Section 204 of the Companies Act 2013. The report of theSecretarial Auditor in MR 3 is enclosed as Annexure - H' to this Board's Reportwhich is self-explanatory and hence do not call for any further explanation.
DISCLOSURES AS PER APPLICABLE ACT AND SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015
i) Related Party Transactions:
All contracts/arrangements/transactions entered by the Company with related parties forthe year under review were on arm's length basis and in the ordinary course of businessand were reviewed by the Audit Committee and that the provisions of Section 188(1) readwith the Companies (Meetings of Board and its Powers) Rules 2014 are not attracted.Further there are no materially the year significant under review made by the Companywhich may have a potential conflict with the interest of the Company at large. Thusdisclosure 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 un-foreseentransactions. The transactions entered into pursuant to the omnibus approval so grantedare audited and a statement giving details of all related party transactions is placedbefore the Audit Committee and the Board of Directors for their noting on a quarterlybasis.
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 Company's policy of Materiality of Related Party Transactions. Theneccessary disclosures regarding the transactions are given in the notes to accounts.
The policy on Related Party Transactions as approved by the Board of Directors of theCompany may be accessed on the Company's website at www.manaksia.com and theweblink thereto http://www.manaksia.com/investor-relation/manaksia-industries-limited
ii) Number of Board Meetings:
The Board of Directors met 7(seven) times in the year 2016-17. The details of the Boardmeeting and attendance of the Directors are provided in the Corporate Governance Reportattached as Annexure to this Board's Report.
iii) Composition of Audit Committee:
The Board has re-constituted the Audit Committee and has appointed Dr. Kali KumarChaudhuri as the Chairman of the Committee.The complete details of the Committee are givenin the Corporate Governance Report attached as Annexure to this Board's Report.
iv) Extracts of Annual Return:
The details forming part of the extract of the Annual Return in MGT-9 as provided undersection 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is enclosed as Annexure - I'.
v) Risk Analysis:
The Board has developed and implemented a risk management policy identifying thereinthe elements of risk that may threaten the existence of the Company. The Company has amechanism that helps the Board to keep an overall watch on the business risks and informsthe Board members about the evaluation and estimation of the levels of risks involved ina situation their comparison against benchmarks or standards and determination of anacceptable level of risk and mitigation plans and periodical reviews are undertaken toensure that the critical risks are controlled by the executive management.
vi) Internal Financial Control :
The Company has in place adequate internal financial control as required under section134(5)(e) of the Act and the same was evaluated by the Audit Committee. During the yearsuch controls were tested with reference to financial statements and no reportablematerial weakness in the formulation or operations were observed. The statutory auditorsof the Company conducted audit on the Company's internal financial control over financialreporting and the report of the same is provided is annexed with Auditor's Report.
vii) Loans Guarantees and Investments:
The Company has not given any loan or provided any guarantee. However it has madeinvestments of Rs. 49900000/- in Jiwanjyoti Vanijya Pvt. Ltd. and Rs. 49900000/- inGlitter Agencies Pvt. Ltd. by virtue of which they have become wholly owned subsidiariesof the Company and it has also incorporated an oversea wholly owned subsidiary Companyviz. M/s. BK Manaksia Nigeria Ltd by subscribing the entire paid-up share capital of Naira10 Million (equivalent to Rs. 2579200 approx) of the Company.
viii) Post Balance Sheet events:
There is no material change or commitment 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.
ix) Evaluation of the Board's Performance:
During the year under review the Board in compliance with the Companies Act 2013 andapplicable Regulations of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 has in place a formal mechanism forevaluating its performance and as well as that of its Committees and individual Directorsincluding the Chairman of the Board. The exercise was carried out through a structuredevaluation process covering various aspects of the Boards functioning such as compositionof the Board & Committees experience & competencies performance of specificduties & obligations governance issues etc. Separate exercise was carried out toevaluate the performance of individual Directors including the Board as a whole and theChairman who were evaluated on parameters such as their participation contribution atthe meetings and otherwise independent judgments safeguarding of minority shareholdersinterest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the evaluation of Non-Independent Directors were carried out bythe Independent Directors in their separate meeting.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
x) Nomination Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and the Listing Agreement withthe stock exchanges (as amended from time to time). This Policy is formulated to provide aframework and set standards in relation to the followings:
a. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)Senior Management Executives of the Company.
b. Remuneration payable to the Directors KMPs and Senior Management Executives. &material orders passed
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications positive attributes and independence of aDirector.
The detailed policy is attached as Annexure J' to this Board's Report.
xi) Vigil Mechanism (Whistle Blower Policy):
By virtue of Whistle Blower Policy the Directors or employees of the Company or anyother person who avail the mechanism are encouraged to escalate to the level of the AuditCommittee for any issue of concerns impacting and compromising with the interest of theCompany and its stakeholders in any way. The Company is committed to adhere to highestpossible standards of ethical moral and legal business conduct and to open communicationand to provide necessary safeguards for protection of Directors and employees fromreprisals or victimization for whistle blowing in good faith. This policy also allows thedirect access to the Chairperson of the Audit Committee.
Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: www.manaksia. com and also set out in the Corporate Governance Reportattached as Annexure to this Board's Report.
xii) Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:
There has been no such case pending during the year under review.
The industrial relation during the year 2016-17 had been cordial. The Directors take onrecord the dedicated services and significant towards the progress of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There have been no significant & material orders passed by regulators / courts /tribunals impacting going concern status and Company's operations in future.
Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support cooperation andtheir valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels andthe Directors look forward to their continued support infuture.
|For and on behalf of the Board of Directors || |
|Manaksia Industries Limited || |
|sd/- ||sd/- |
|Basant Kumar Agrawal ||Navneet Manaksia |
|Chairman cum Mg. Director ||Wholetime Director cum CFO |
|DIN: 00520558 ||DIN: 00438612 |
|Place : Kolkata || |
|Date : 16th August 2017 || |