To the Members
Your Directors are pleased to present the Company's Eighteenth Annual Report on thebusiness and operations of Maan Aluminium Limited along with the summary of the
Audited Financial Statements for the financial year ended
March 31 2021.
In compliance with the applicable provisions of Companies
Act 2013 (including any statutory modification(s) or re-enactment(s) thereof fortime being in force) ("Act") and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIRegulations") this report covers the Financial Results and other developments duringthe financial year ended March 31 2021 in respect of Maan Aluminium Limited.
A summary of the Standalone financial performance of your Company for the financialyear ended March 31 2021 is as under:
|Particular ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|Profit before interest depreciation & tax ||26.96 ||16.25 |
|Less : Interest ||3.88 ||4.63 |
|Profit before Depreciation ||23.08 ||11.62 |
|Less : Depreciation ||3.20 ||2.47 |
|Profit before tax and exceptional items ||19.88 ||9.15 |
|Exceptional items ||0.00 ||0.00 |
|Tax Expenses: ||5.08 ||1.60 |
|Profit after Tax ||14.80 ||7.55 |
|Add : Comprehensive Income ||-0.20 ||-0.02 |
|Total Comprehensive || || |
|Income ||14.60 ||7.53 |
IMPACT OF COVID-19
During the last month of FY 2020 the COVID-19 pandemic developed rapidly globallythereby forcing the government to enforce complete lock-down since March 24 2020 ofalmost all economic activities except essential services which were allowed to operatewith limited staff strength. As the regular operation of manufacturing your Companycontinued its operations by strictly adhering to the minimal staff strength requirementand maintaining social distancing and other precautions as per the Government directions.In order to ensure health and well being of the employees all the other employees wereencouraged to work from home and were provided necessary infrastructure to ensureefficient functioning. All operations and servicing of clients were smoothly ensuredwithout any interruptions.
Based on the facts and available figures the Company has been operating in the normalcourse and there have been no adverse impact on the liquidity revenues or operationalparameters during the year ended March 31 2021.
RETURN TO INVESTORS (DIVIDEND)
For the Financial year 2020-21 based on the Company's performance the Directors haddeclared the Interim Dividend rate of Rs.1.00 per Equity Share on 6760608 Equity Sharesof Rs. 10 each of the Company aggregating to Rs. 6760608/- out of the profits of theCompany in the month of November 2020.
The Board did not recommend a final dividend and therefore total dividend for the yearended March 31 2021 will be Rs. 1/- per equity share of face value of Rs. 10/- each. Thedividend Distribution Policy in terms of Regulation 43A of the Securities and ExchangeBoard of India (Listing Obligations and Disclosures Requirements) Regulations 2015 is notapplicable on the Company.
TRANSFER TO RESERVES
We do not propose to transfer any amount to general reserve on declaration of dividend.
REVIEW OF BUSINESS AND OPERATIONS AND STATE OF YOUR COMPANY'S AFFAIRS
MAAN has built a sustainable foundation to accelerate its growth. Its customer-centricproducts; transparency in operations; relentless focus on customer convenience; andinvestment in technology has helped it build a family of lots of happy customers.
The overall business environment remained muted with demand slackening in almost allsectors. The Aluminium Sector also went through extreme volatility owing to stringentlockdowns and the fluctuations is the Price of Primary
Products. Your Company overcame the challenges posed by the pandemic and performed wellduring the FY 2020-21. This was achieved through leveraging the export opportunitiesbought by the growing trend of export and offering quality service. With a resolution toprovide best- in-class product at the lowest cost your Company delivered strong growthover the previous year.
Your Company's Profit before Tax increased by 117.24% in the current year. During theyear the total income of your Company went up from Rs. 528.06 Crore to Rs. 405.32 Crore.The Financial Statement of the Company for the FY 2020-21 are prepared in compliance withthe applicable provisions of the Act Accounting Standards and as prescribed by Securitiesand Exchange Board of India (SEBI) under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as the SEBI Listing Regulation).The Financial Statement has been prepared on the basis of the Audited Financial Statementof the Company as approved by their respective Board of Directors.
The Audited Financial Statement along with Auditor Report for the FY 2020-21 intoconsideration have been annexed to the Annual Report and also made available on thewebsite of the Company which can be accessed at www.maanaluminium.com The OverallConsolidated Debt stood at Rs 72.16 crores as on March 31 2021 with Debt Equity Ratio of1.12 as against Rs. 29.63 Crores as on 31st March 2020 with Debt Equity Ratio of0.59
MATERIAL CHANGES AND COMMITMENTS IF ANY
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of Financial Year and the date of this Report.
Amidst a weak environment for global manufacturing trade and demand Indian economyemerged as one of fastest growing major economy as compared to the advanced and emergingnations in FY 2020-21. However the growth was subdued as compared to the previous fiscalmainly due to the COVID-19 impact. The deceleration was also most evident in themanufacturing and agriculture sectors whereas government-related services sub-sectorsreceived significant support from public spending. Though there was rise in governmentspending sharp slowdowns in household consumption and investment offset the same. Theeconomy had shown signs of recovery in the third quarter of fiscal 2020 with the rise inpurchasing managers index (PMI) in manufacturing hitting an eight year high of 55.3 inJanuary 2020. However with the onset of COVID-19 pandemic and the resultant lockdown therevival came to a standstill in March 2020. India's GDP growth for FY20 has been recordedat 4.0% (Source: IMF WEO April 2021). The overall negative impact on the economy in FY21will depend on future extent and the resultant outcome of the second wave of COVID-19.Weakness in income growth and a rising unemployment rate is also expected to undermineconsumer sentiment. Further rolling out of vaccination drive across the globe to combatthe pandemic is expected to boost economic recovery.
Your Company has been able to built-up good order book in all segments and sectors indomestic market. The Company continues to work towards strengthening domestic order bookand improving the international order book going forward. The present order book and theopportunities in the Indian metal space as well as International market gives goodvisibility towards a sustainable and profitable growth going forward.
Continuous thrust on using latest technologies digital platform and better processeswould ensure further improvement of margins going forward.
Under the review the Company's Working Capital Finance is in process of taken over byHDFC Bank Ltd. with very sustainable Interest Rate looking the growing financial positionof the Company from Union bank of India (e-Andhra Bank).
Total addition in the fixed assets was Rs. 10.88 crores during the year which wasfunded through internal accruals. Your
Company has sufficientfund based & non-fund based limits to cater to its existingfund requirements
DIRECTORS' RESPONSIBILTY STATEMENT
Pursuant to Section 134(3)(c ) of the Companies Act 2013 ("the Act") theBoard of Directors to the best of the Knowledge and ability confirm that:
i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of theprofitand loss of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis; and
v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to applicable provisions of the Companies Act 2013 ("Act") readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("IEPF Rules") all unpaid or unclaimed dividends arerequired to be transferred by the Company to the Investor Education and Protection Fund("IEPF" or "Fund") established by the Central Government aftercompletion of seven years from the date the dividend is transferred to unpaid/unclaimedaccount. Further according to the Rules the shares in respect of which dividend has notbeen paid or claimed by the members for seven consecutive years or more shall also betransferred to the demat account created by the IEPF Authority.
During FY 2020-21 the company had not transferred any shares to Investor Education andprotection Fund ("IEPF").
AWARDS AND RECOGNITIONS
During the year under review your Company has been awarded by Two Star Export HouseStatus by the Directorate General of Foreign Trade Ministry of Commerce and Industry inaccordance with the provision of Foreign Trade Policy 2015-20.
Two Star Export House Recognition Certificate has been issued on September 10 2020
We have not accepted any fixed deposits including from the public and as such noamount of principal or interest was outstanding as of the Balance Sheet date
PARTICULARS OF LOANS GUARANTEES AND
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable to the Company.
Under review as on March 31 2021 the Company does not have any Indian SubsidiaryCompany Associate Company or Holding Company.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Directors:
The Board comprises of Four Whole-Time Directors and Five Non ExecutiveIndependent Directors of the Company. Namely Mr. Ravinder Nath Jain (DIN 00801000) Ms.Priti Jain (DIN 01007557) Mr. Ashish Jain (DIN 06942547) and Mr. Viksit Chadha (DIN :08236797) as the Whole-Time Directors and Mr. Rajesh Jain (DIN 02854873) Mr. Rajpal Jain(01040641) Mr. ASHOK JAIN (DIN 02979833) Mr. Amit Jain (DIN 03498081) and Mr. SureshChander Malik (DIN 05178174) as the Non Executive Independent Directors of theCompany.
Changes in Board Composition
Changes in Board Composition during FY 2020-21 and up to the date of this report isfurnished below:
Mr. Viksit Chadha (DIN : 08236797) was appointed as an Additional Director in thecapacity of Whole Time Executive Director by the Board of Directors pursuant torecommendation by the Nomination and Remuneration Committee vide Circular Resolution datedFebruary 25 2021 and approval of the Members at this Annual General Meeting is sought asWhole time Executive Director for a period of three years w.e.f. February 25 2021
Mr. Sandeep Verma (DIN: 07132137) ceased to hold office as a Whole-Time ExecutiveDirector with effect from February 28 2021 pursuant to his resignation. Your Board tooknote of the same with regret. Your Directors further wish to place on record theirappreciation for the invaluable contributions made by Mr. Sandeep Verma during his tenureas a Whole-Time Director of the Company.
Retirement by Rotation
In accordance with Section 152 of the Companies Act 2013 ("Act") read withthe Articles of Association of the Company Mr. Ashish Jain (DIN 06942547) Whole-TimeExecutive Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for reappointment. The Boardrecommends the same for the approval of Members.
Mr. Ashish Jain (DIN 06942547) was appointed as a Whole-Time Director of the Company atthe Annual General Meeting (AGM) of the Company held on September 29 2015 for a periodof 3 years and he further re-appointed on June 26 2017. As part of the initiative tocreate enduring guidance for the Company the management pursuant to recommendation of theNomination and Remuneration Committee has proposed the re-appointment of Mr. Ashish Jainas Whole-Time Director at its meeting held on June 20 2021 for a period of 3 yearscommencing from April 01 2021 on the terms and conditions and remuneration as may beapproved by the Board and subject to approval of Members at the ensuing Annual GeneralMeeting. Ms. Priti Jain (DIN 01007557) was re-appointed as a Whole-Time Director of theCompany at the Annual General Meeting (AGM) of the Company held on July 02 2016 for aperiod of 5 years w.e.f. April 01 2016 ending on March 31 2021. As part of theinitiative to create enduring guidance for the Company the management pursuant torecommendation of the Nomination and Remuneration Committee has proposed there-appointment of Mr. Priti Jain as Whole-Time Director at its meeting held on June 202021 for a period of 3 years commencing from April 01 2021 on the terms and conditionsand remuneration as may be approved by the Board and subject to approval of Members at theensuing Annual General Meeting. Mr. Rajpal Jain (01040641) was appointed as aNon-Executive Independent Director of the Company at the Annual General Meeting (AGM) ofthe Company held on June 26 2017 for a period of 5 years upto March 31 2022. As part ofthe initiative to create enduring guidance for the Company the management pursuant torecommendation of the Nomination and Remuneration Committee has proposed there-appointment of Mr. Rajpal Jain as Non Executive Independent Director at its meetingheld on June 20 2021 for a period of 5 years commencing from April 01 2022 for thesecond term and subject to approval of Members at the ensuing Annual General Meeting.
There was no change in the composition of the Board of Directors during the year underreview except as stated above.
b. Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Companies Act 2013 and rules madethereunder the Key Managerial Personnel (KMP) of the Company as on March 31 2021 are:Mr. Ravinder Nath Jain-Chairman and Managing Director;
Mr. Sandeep Kumar Agarwal-Chief Financial Officer*; Mr. Viksit Chadha-Chief Executive
Ms. Anu Aggarwal-Company Secretary and Compliance Officer***;
* Mr. Sandeep Kumar Agarwal was appointed as the Chief Financial Officer on February13 2021. Mr. Ashish Jain resigned from the designation of Chief Financial Officer fromthe close of business hours of February 12 2021.
** Mr. Viksit Chadha was appointed as Chief Executive Officer on March 01 2021. Mr.Sandeep Verma resigned from the designation of Chief Executive Officer from the close ofbusiness hours of February 28 2021.
*** Ms. Anu Aggarwal has resigned as the Company Secretary and Compliance officer andshe was discharged from the post of Company Secretary and Compliance officer of MaanAluminium Ltd. w.e.f. 24th April 2021.
During the year under review the non-executive director had no pecuniary relationshipor transactions with the Company other than sitting fees commissions if any andreimbursement expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company. The Remuneration and other details of the Key ManagerialPersonnel for the year ended March 31 2021 are mentioned in the Extract to the AnnualReturn in Form MGT-9 and forms a part of this report of the Directors.
MEETING OF DIRECTORS & COMMITTEE/BOARD EFFECTIVENESS
Meetings of the Board of Directors
The Board met Four (4) times during the year to discuss and approve variousmattersincludingfinancialsraising of funds review of audit reports and other businesses.For further details please refer to the report on Corporate Governance.
Committees of the Board of Directors
In accordance with the applicable provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board constitutedthe following Committees:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
During the year the Audit Committee met Four (4) times in compliance with theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andCompanies Act 2013. At present the Committee comprises of Mr. Rajesh Jain as theChairman Mr. Amit Jain and Mr. Ashish Jain as the Members of the Audit Committee.
The role terms of reference and powers of the Audit Committee are in conformity withthe requirements of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Committee met during the year under review anddiscussed on various matters including financials and audit reports.
During the period under review the Board of Directors of the Company accepted all therecommendations of the Audit Committee. The terms of reference of Audit Committee anddetails of Committee Meeting are provided in the Corporate Governance Report.
Nomination and Remuneration Committee
During the year the Nomination and Remuneration Committee met Three (3) times. Atpresent the Committee comprises of Mr. Rajesh Jain as the Chairperson Mr. Ashok Jain andMr. Amit Jain as Members of the Committee.
The role terms of reference and powers of the Nomination and Remuneration Committeeare in conformity with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The terms of reference ofNomination and Remuneration Committee and details of Committee Meeting are provided in theCorporate Governance Report. The Board has on the recommendation of the Nomination &Remuneration Committee framed a Nomination and Remuneration policy in compliance with theaforesaid provisions for selection and appointment of Directors Key Managerial Personnel(KMP) Senior Managerial Personnel (SMP) of the company. The said policy is stated in theCorporate Governance Report of the Company and also it is available on the website athttps:// www.maanaluminium.com/investor. The details of Committee Meeting are provided inthe Corporate Governance Report.
Stakeholders Relationship Committee
During the year the Stakeholders Relationship Committee met Four (4) times incompliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Companies Act 2013. The Committee comprises of Mr. Rajesh Jain asthe Chairperson Mr. Ashish Jain and Mr. Amit Jain as the Members of the Committee. Therole terms of reference and powers of the Stakeholders Relationship Committee are inconformity with the requirements of the Companies Act 2013 and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The terms ofreference of Stakeholder Relationship Committee and details of Committee Meeting areprovided in the Corporate Governance Report.
During the year under review the Company had not received any complaints on the scoresportal. The details of the Meeting are given in the Corporate Governance Report.
Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act 2013 every company having net worth ofRs.500 Crore or more or turnover of Rs. 1000 Crore or more or net profit of Rs. 5 Croreor more during any financial year is required to:
1. Constitute Corporate Social Responsibility Committee consisting of three Directorsout of which at least one Director should be Independent Director and
2. Approve Corporate Social Responsibility Policy indicating activities to beundertaken as specified in Schedule VII of the Act.
The Board of Directors has framed and adopted the Corporate Social Responsibility (CSR)policy which is available on the website of the Company at www.maanaluminium.com andconstitution of Corporate Social Responsibility Committee comprising of Mr. Suresh ChanderMalik Chairman Mr. Ashish Jain and Ms. Priti Jain as Members of the committee. The roleand terms of reference of the Corporate Social Responsibility Committee are in conformitywith the requirements of the Companies Act 2013. Initiatives undertaken by the Company onCSR activities during the year under review are set out in Annexure III of this report.The terms of reference of Corporate Social Responsibility Committee are provided in theCorporate Governance Report.
Familiarisation Program for the Independent Directors
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarisation Programmefor Independent Directors to familiarise them with the working of the Company theirroles rights and responsibilities vis--vis the Company the industry in which theCompany operates business model etc. Details of the Familiarisation Programme areexplained in the Corporate Governance Report and are also available on the Company'swebsite at https://www. maanaluminium.com.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and SEBI Circular no SEBI/CFD/CMD/CIR/P/2017/004 dated January 05 2017 the Board of Directors have carried out an annualperformance evaluation of its own performance its Committees the Directors individuallyincluding Independent Directors (wherein the concerned Director being evaluated did notparticipate) based out of the criteria and framework adopted by the Board. The Boardapproved the evaluation results as collated by Nomination and Remuneration Committee("NRC"). The evaluation process manner and performance criteria for independentdirectors in which the evaluation has been carried out by is explained in the CorporateGovernance Report which forms a part of this report. The Board is responsible to monitorand review the evaluation framework.
The Board considered and discussed the inputs received from the Directors. Also theIndependent Directors at their meeting held on March 26 2021 reviewed the following:
Performance of Non-Independent Directors and the Board and the Committee as awhole.
Performance of the Chairperson of the Company.
Assessed the quality quantity and timeliness of flow of information between theCompany's Management and the Board which is necessary for the Board to effectively andreasonably perform their duties.
The Independent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions. The evaluation process endorsed the Board Membersconfidence in the ethical standards of the Company the cohesiveness that exists amongstthe Board Members the two-way candid communication between the Board and the Managementand the openness of the Management in sharing strategic information to enable BoardMembers to discharge their responsibilities.
Statement on declaration given by the Independent Directors
The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. The Company has received declarations from all the Independent Directors ofthe Company confirming that they meet with the criteria of independence as prescribedunder sub-section (6) of Section 149 of the Companies Act 2013 and rule 5 of theCompanies
(Appointment and Qualifications of Directors) Rules 2014 and as well as under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIRegulations") and there has been no change in the circumstances or situation whichexist or may be reasonably anticipated that could impair or impact the ability ofIndependent Directors to discharge their duties with an objective independent judgment andwithout any external influence.
The above declarations were placed before the Board and in the opinion of the Board allthe Independent Director fulfils the conditions specified under the Act and the SEBIRegulations and are Independent to the Management.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial control across the organization.The same is subject to review periodically by the internal audit cell for itseffectiveness. The management has established internal control systems commensurate withthe size and complexity of the business. The internal control manual provides a structuredapproach to identify rectify monitor and report gaps in the internal control systems andprocesses. The Company follows well-documented Standard Operating Procedures (SOPs). Theoperating effectiveness of various controls is periodically tested and deficiencies ifany are promptly rectified.
RELATED PARTY TRANACTIONS
In line with the requirements of the Companies Act 2013 and
Listing Regulations your Company has formulated a Policy on Related Party Transactionswhich is available on Company's website at www.maanaluminium.com.
The Board of Directors of the Company has approved the criteria for giving the omnibusapproval by the Audit Committee within the overall framework of the Policy on RelatedParty Transactions. Omnibus approval was obtained for related party transactions which areof repetitive nature and entered in the ordinary course of business and at arm's lengthbasis. Pursuant to Regulation 23 of the Listing Regulations all related partytransactions were placed before the Audit Committee on a quarterly basis specifying thenature value and terms & conditions of the transactions for their review andapproval. There were no material related party transactions entered into by the Companyduring the financial year under review.
Accordingly the disclosure of related party transactions as required under Section134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable to your Company.
The related party disclosures as specified in Para A of Schedule
V read with Regulation 34(3) of the Listing Regulations are given in the FinancialStatements.
EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of Annual Return of the Company has been placed and can be accessed at website atwww.maanaluminium.com.
SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed Ms. Anita Aswal Practicing Company Secretaries (CP No. 13883) toundertake the Secretarial Audit of the Company for the Financial Year ended on March 312021. The Secretarial Audit Report is annexed herewith as Annexure IV which forms anintegral part of this report. The said report does not contain any qualificationreservation adverse remark or disclaimer. During the year the Secretarial Auditors hadnot reported any matter under Section 143(12) of the Companies Act 2013. Therefore nodetail is required to be disclosed under Section 134(3) (ca) of the Companies Act 2013.
STATUTORY AUDITORS & AUDITORS' REPORT
Based on the recommendations of the Audit Committee and the Board members of theCompany at the 17th AGM held on September 29 2020 have approved there-appointment of M/s. M A K & Associates Chartered Accountants (Firm RegistrationNumber 003060C) as the Statutory Auditors of the Company for a period of five consecutiveyears i.e. till the conclusion of 22nd AGM.
The requirement for the annual ratification of auditor's appointment at the AnnualGeneral Meeting has been omitted pursuant to Companies (Amendment) Act 2017 notified on
May 7 2018. Hence the resolution seeking ratification of the Members for theirappointment is not being placed at the ensuing Annual General Meeting.
The Statutory Auditors have confirmed that they satisfy the independence criteria asrequired under the Act.
The Auditor's Report on Standalone Ind AS Financial Statements is a part of this AnnualReport. There has been no qualification reservation adverse remark or disclaimer givenby the Auditors in their Report.
During the year the Statutory Auditors had not reported any matter under Section143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3) (ca) of the Companies Act 2013.
During the year under review the Statutory Auditor and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the
Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.
COST ACCOUNTS AND COST AUDIT
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Company is required to appoint CostAuditor for the audit of Cost Records of the Company. Further in terms of Section 148 ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 it isstated that the cost accounts and records are made and maintained by the Company asspecified by the Central
Government under sub-section (1) of Section 148 of the Companies Act 2013. The Boardof Directors of the Company on the recommendation of the Audit Committee approved theAppointment and Remuneration payable to M/s Vivek Bothra Cost Accountant (Membership No.16308) as the Cost Auditors of the Company to audit the Cost Records for the financialyear ending March 31 2021.
The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Companies Act 2013 and rules framed thereunder. Asper the statutory requirement the requisite resolution for ratification of remunerationof the Cost Auditors by the members of the Company has been set out in the Noticeconvening 17th AGM of the Company. During the year the Cost Auditors had notreported any matter under Section 143(12) of the Companies Act 2013. Therefore no detailis required to be disclosed under Section 134(3) (ca) of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies
(Accounts) Rules 2014 for the financial year ended March 31
2021 with respect to the Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo has been annexed as Annexure I to this report which forms anintegral part of this report.
The Company's management systems organisational structures processes standards andcode of conduct together form the risk management governance system of the Company andmanagement of associated risks.
Your company's management monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives.
Your Company believes that managing risks helps in maximizing returns. The Company'sapproach in addressing business risks is comprehensive and includes periodic review ofsuch risks and a framework for mitigating controls and reporting mechanism of such risks.The risk management framework is reviewed periodically by the Board and the AuditCommittee. Some of the risks that the Company is exposed to are financial risks commodityprice risks regulatory risks human resource risks strategic risks etc.
POLICY ON APPOINTMENT AND REMUNERATION
FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
The Board of Directors has devised a Policy which lays down a framework in relation toremuneration of Directors KMP and other employees of the Company. The said policy isavailable on the Company's website at www.maanaluminium.com
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy. The Company's Vigil Mechanism / Whistle Blower Policy aims to provide theappropriate platform and protection for Whistle blowers to report instances of any actualor suspected incidents of unethical practices violation of applicable laws andregulations including the Company's code of conduct or ethics policy or Code of Conductfor Prevention of Insider Trading in the company Code of Fair Practices and Disclosure.The Company has disclosed the policy at the website at www.maanaluminium.com Your Companyinvestigates such complaints speedily confidentially and in an impartial manner and takesappropriate action to ensure that the requisite standards of professional and ethicalconduct are always maintained.
During the financial year 2020-21 no cases under this mechanism were reported to theCompany.
PREVENTION OF SEXUAL HARASSMENT
Your Company recognises its responsibility and provides equal opportunities and iscommitted to creating a healthy working environment that enables all our employees to workwith equality and without fear of discrimination prejudice gender bias or any form ofharassment at workplace. In Compliance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has put in place a Policyon prevention of Sexual Harassment of Women at workplace. The company has complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Thepolicy is frequently communicated at regular intervals through various assimilationprograms to all the employees.
Your Directors further state that the during the financial year
2020-21 there were no complaints pending pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The following is reportedpursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 :
a) Number of complaints received in the year : Nil
b) Number of complaints disposed off during the year : Nil
c) Number of cases pending more than ninety days: Nil
d) Number of workshops or awareness programme against sexual harassment carried out:The Company has conducted training for creating awareness against the sexual harassmentagainst the women at work place.
e) Nature of action taken by the employer or district officer:
Policy of "Prevention of Sexual Harassment" at workplace is available toaccess as and when required. Further your company has setup an Internal ComplaintsCommittee (ICC) which has equal representation of men and women and is chaired by seniorwoman and has an external women representation.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in AnnexureII to this Report.
In terms of first proviso to Section 136(1) of the Act the Annual
Report and Accounts are being sent to the Members and others entitled theretoexcluding the aforesaid information. The said information is available for inspection byany member of the Company during the business hours on working days except on SaturdaysSundays and Public Holidays. Any Member interested in obtaining a copy of the same maywrite to the Company Secretary whereupon a soft copy would be sent to the Member.
The Company has a strong legacy of following fair transparent and ethical governancepractices and is committed to maintain the highest standards of Corporate Governance andstrictly adheres to the Corporate Governance requirements set out by SEBI. The Company'sCorporate Governance policy is based on the belief that good governance is an essentialelement of business which helps the Company to fulfill its responsibilities towards allits stakeholders. The report on Corporate Governance as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI Regulations")forms an integral part of this Report.
The requisiteAuditor'sCertificateon Corporate Governance obtained from Mrs. AnitaAswal. Practicing Company Secretary for compliance with SEBI Regulations is attached tothe report on Corporate Governance.
Executive Officer (CEO) and Chief ACertificate
Financial Officer (CFO) of the Company in terms of Regulation
17(8) of the Listing Regulations is also annexed.
HUMAN RESOURCE MANAGEMENT
MAAN has an experienced and talented pool of employees who play a key role in enhancingbusiness efficiency devising strategies setting-up systems and responding to an evolvingbusiness environment. The Company has embarked on several human resource initiatives toenhance the productivity of the organisation. The Company endeavours to provide a safeconducive and productive work environment.
Strong Management Team
The Company has a balanced mix of professional talent from various sectors. It followsa transparent meritocratic and performance-driven culture. Its strong leadership has beengreatly instrumental in attracting and building a competent team. As part of the groupprocesses the Company follows a robust leadership potential assessment and leadershipdevelopment process. These processes enable succession planning for critical positions inthe Company.
Training and Development
The Company strives to impart regular training knowledge building skills andsupporting in areas of functional and technical development with the help of set skilledtrainers. The Company endeavours to drive a compliant business and this is ensured throughlearning aids/modules covering topics such as Anti-Money Laundering Prevention of SexualHarassment Anti Bribery & Corruption Information Security etc.
The Company has Individual Performance Measures (IPMs) for employees which is used toset expectations across clearly demarcated parameters. An effective feedback mechanism isused to guide the employees from time to time which helps in alignment of theorganisational objectives and employees' personal goals simultaneously. The Companyregularly recognises and rewards employees through incentives and awards to keep themmotivated.
OTHER DISCLOSURES AND INFORMATION
a) Further issue
The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.
b) Significant and Material Orders passed by the
Authority or material orders passed by the There areno significant
Regulators or Courts or Tribunals which impacts the going concern status of the Companyand its future operations.
c) Stock Option
The Company doesn't have any Stock options scheme.
d) Secretarial Standards
The Company is in regular compliance of the applicable provisions of SecretarialStandards issued by the Institute of Company Secretaries of India.
Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Government Regulators Stock Exchanges Depositories otherstatutory bodies and Company's Bankers for the assistance cooperation and encouragementextended to the Company.
Your Directors also gratefully acknowledge all stakeholders of the Company viz.customers banks and other business partners for the excellent support received from themduring the year. Our employees are instrumental in the Company to scale new heights yearafter year. Their commitment and contribution is deeply acknowledged. Your involvement asmembers is also greatly valued. Your Directors look forward to your continuing support.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life ad safetytofightthis .pandemic
The Directors appreciate and value the contributions made by every member of MaanFamily.
For and Behalf of the Board
Maan Aluminium Limited
Ravinder Nath Jain
Chairman and Managing Director