To the Members
Your Directors have pleasure in presenting their Fourteenth Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 31 2017.
1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS
Financial Summary and performance Highlights of your Company for the financial yearended March 31 2017 are as follows:
THE YEAR AT A GLANCE (` in Lakhs)
|Particulars ||2016-17 ||2015-16 |
|Profit Before Depreciation ||661.59 ||238.50 |
|Less: Depreciation ||159.38 ||143.17 |
|Profit Before Tax ||502.21 ||95.32 |
|Less: Taxation ||181.41 ||34.88 |
|Profit After Tax ||320.80 ||60.44 |
|Add: Profit brought forward ||705.99 ||665.89 |
|Total Profit Available for Appropriation ||1026.79 ||726.33 |
|Less: Appropriations ||40.68 ||20.34 |
|Balance carried to Balance Sheet ||986.11 ||705.99 |
RESULTS OF OPERATIONS
The gross turnover of your Company for the 2016-17 is ` 35646.79 Lakhs as against `19810.25 Lakhs in the previous year. The Net Profit before tax stood at ` 502.21 Lakhs asagainst ` 95.32 Lakhs in the previous year. The Profit after Tax is ` 320.80 Lakhs asagainst ` 60.44 Lakhs in the previous year.
The Board of Director on November 14 2016 declared an interim dividend at the rate of` 1/- (` One Only) per Equity share of ` 10/- (Rupee Ten) each whose was paid to themember whose name is appeared on the Register of Member of the company on November 222016.
Considering the future growth the board of Director does not recommend any finaldividend on the equity shares and the interim dividend declared is the final dividend onthe equity shares of the company for the Financial Year ended March 31 2017. The interimdividend declared and paid on equity shares including dividend tax thereon aggregated as `40.68 Lacs.
3. CONSOLIDATED FINANCIAL STATEMENTS
The Financial Statement of the Company for the Financial year 2016-17 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed by Securities and Exchange Board of India (SEBI) under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as theSEBI Regulation). The Financial Statement has been prepared on the basis of the auditedfinancial statement of the Company as approved by their respective Board of Directors.
Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany the Consolidated Financial Statements along with all relevant documents andAuditors report thereon form part of this Annual Report. The Financial Statements asstated above are also available on the website of the Company and can be accessed at theweb link www.maanaluminium.in
4. FUTURE OUTLOOK
Aluminium Extrusion demand remains buoyant with ever growing uses in automotivetransportation packaging building and construction marine consumer durables solarindustrial equipments defence and power sectors.
5. MATERIAL CHANGES AND COMMITMENT
No material changes and commitments affecting the financial position of the Companyoccurred during the Financial Year ended as on 31st march 2017 to which thisfinancial statement relates on the date of this report.
6. DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Appointment of Director
Pursuant to the request received from Mr. Neeraj Goel and Mrs. Shalini Nigam toconsider the appointment of their representatives on the Board of Directors and on therecommendation of the Nomination & Remuneration Committee the Board of Directors hasappointed : Mrs. Dipti Jain as an Additional Director of the Company with effect from 26thMay 2017 in the category of Executive Non-Independent Director. Mr. Rajpal Jain as anAdditional Director of the Company with effect from 26th May 2017 in thecategory of Non-Executive Independent Director. In accordance with Section 161 of theAct the aforesaid director hold office upto the date of the forthcoming Annual GeneralMeeting of the Company and being eligible offer their candidature for appointment asDirectors. Your approval for their appointment as Directors has sought in this AnnualGeneral Meeting of the Company.
b. Director coming up for retire by rotation
In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Priti Jain retires by rotation and being eligible offers her candidature forre-appointment as a Director.
c. Independent Directors
The Independent Director hold office for a fixed term of five years and are not liableto retire by rotation.
In accordance with Section 149(7) of the Act each Independent Director has given awritten declaration to the company that he/she meets the criteria of independence asmentioned under Section 149(6) of the Act and SEBI Regulations.
d. Board Effectiveness
i. Familiarization Programme for the Independent Director
In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc. The details of thefamiliarization programme are explained in Corporate Governance Report. The same is alsoavailable on the website of the Company.
ii. Board Evaluation
Pursuant to the provisions of the Act and the SEBI Regulations the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
e. Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.
1. Mr. Ravinder Nath Jain Chairman & Managing Director
2. Mr. Sandeep Verma CEO
3. Mr. Yogendra Jain Chief Financial Officer
4. Mr. Sandeep Kumar Agarwal Company Secretary & Compliance Officer None of theKey Managerial Personnel have resigned during the year under review
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) read withRule 12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure-1 and is attached to this Report.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
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.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013.
All related party transactions that were entered during the financial year were in theordinary course of business and were on arms length basis. There were no material relatedparty transactions entered by the Company with Directors KMPs or other persons which mayhave a potential conflict with the interest of the Company.
All related party transactions wherever applicable are placed before the AuditCommittee. The quarterly disclosures of transactions with related parties are made to theAudit Committee.
The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website of the Company In compliance with Section 134(3) of theCompanies Act 2013 particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013 are enclosed in the Form AOC-2as a part of this report (Annexure-2)
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
The Board and Committee meetings are prescheduled and a tentative calendar of themeetings finalized in consultation with the Directors to facilitate them to plan theirschedule. However in case of special and urgent business needs approval is taken bypassing resolutions through circulation.
During the year under review Five Board Meetings and Four Audit Committee Meetingswere convened and held. The details of the meetings including composition of AuditCommittee are provided in the Corporate Governance Report. During the year all therecommendations of the Audit Committee were accepted by the Board.
11. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on March 31 2017 and state that :
in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;
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;
they have prepared the annual accounts on a going concern basis; and
they have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the Company's approved policies and procedures have been followed.
12. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There was no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary in their respective reports.
13. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company reviewed the risks if any involvedin the Company from time to time and took appropriate measures to minimize the same. TheAudit Committee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.
14. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY
No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's operations in future.
15. INTERNAL CONTROL SYSTEMS
a. Internal Control System and their adequacy
The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and the same were operating effectively throughout the year.
The Company has an Internal Audit (IA) function. The scope and authority of theInternal Audit function is defined in the Internal Audit Charter. To maintain itsobjectives and independence the IA function reports to the Chairman of the AuditCommittee of the Board. The Internal Auditor evaluates the efficiency and adequacy ofinternal control system its compliance with operating systems and policies of the Companyand accounting procedures at all locations of the Company. Based on the report of InternalAuditor process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
b. Internal Controls Over Financial Reporting
The internal financial controls (IFC) framework at MAAN encompasses internal controlshave been put in place across all key business processes of the Company. The internalcontrols are designed to facilitate and support the achievement of the Company's businessobjectives and such controls do enable the Company to adapt to changing and operatingenvironment to mitigate risks to acceptable levels and to support sound decision makingand good governance.
Details in respect of adequacy of internal financial controls with reference to thefinancial statements are briefly iterated below:
a. The Company maintains all its major records and the work flow;
b. The Company has appointed internal auditors to examine the internal controls andexamine whether the workflow of the organization is being done through the approvedpolicies of the Company. In every quarter during the approval of financial statementsinternal auditors present the internal audit report and the management comments on theinternal audit observations; and
c. The Board of Directors of the Company has adopted various policies such as relatedparty transactions policy whistle blower policy policy to determine materialsubsidiaries and such other procedures for ensuring the orderly and efficient conduct ofits business for safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
16. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS
The Ministry of Corporate Affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standard) Rules 2015. In pursuance of thisnotification the company will adopt IND AS with effect from April 01 2016 with thecomparatives for the periods ending March 31 2016. The implementation of IND AS is amajor change process for which the company has established a project team and isdedicating considerable resources. The impact of the change on adoption of IND AS is beingassessed.
17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters are adopted as per the provisions of the Companies Act 2013. Theremuneration paid to the Directors is as per the terms laid out in the nomination andremuneration policy of the Company. The nomination and remuneration policy as adopted bythe Board is placed on the Company's website http://www.maanaluminium.in/news/Nomination_Renumeration_Policy-maan.pdf
18. TRANSFER TO RESERVE
The Company has not transferred any amount to general reserve out of the profits of theyear.
19. PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors in its meeting held on May 26 2017 has reviewed the performanceof the Committees the Members and the Board as a whole. The criteria and manner forperformance evaluation is as per the Nomination and Remuneration Policy as annexed tothis Report.
20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING
The Audit Committee consists of the following members
a. Amit Jain
b. Rajesh Jain
c. Ashish Jain
The above composition of the Audit Committee consists of Independent Directors viz.Mr. Amit Jain and Mr. Rajesh Jain who form the majority.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.
22. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to the DirectorsReport and forms part of this report. The ratio of the remuneration of each director tothe median employees remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of this report as (Annexure-3).
The paid up Equity Share Capital as on March 31 2017 was ` 3.38 Crore. The Company hasneither issued shares with differential rights as to dividend voting or otherwise norissued shares (including sweat equity shares) to the employees or Directors of theCompany under any Scheme.
No disclosure is required under Section 67(3) (c) of the Act in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid Section are not applicable
M/s Khandelwal & Khandelwal Associates Chartered Accountants (Firm RegistrationNo. 008389C) have been appointed as the Statutory Auditors of the Company for Second termas per provision of Section 139 of the Company Act 2017 in the 14th AnnualGeneral Meeting of the Company held on June 26 2017 to hold the office till theconclusion of 17th Annual General Meeting of the Company subject to theratification of shareholders at every Annual General Meeting. They have confirmed theireligibility to the effect that their appointment if made would be within the prescribedlimits under the Act and that they are not disqualified for appointment.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Ms. AnitaAswal Practicing Company Secretaries New Delhi as its Secretarial Auditor to conduct theSecretarial Audit of the Company for FY 2017-2018. The Report of Secretarial Auditor (FormMR-3) for the FY 2016-2017 is annexed to the report as (Annexure-4).
On the recommendation of Audit Committee the Board of Directors in its meeting held onFebruary 14 2017 has appointed M/s. Vinod Bhatt & Associate Cost Accountants as theCost Auditor of the Company for the financial year 2017-18 on the aggregate remunerationof Rs. 75000/- (Rupees Seventy five Thousand only) plus taxes as applicable and out ofpocket expenses in accordance with the provisions under Section 148 of the Companies Act2013 read with rules made there under. The remuneration payable to the Cost Auditor of theCompany has been proposed for the ratification by the members of the Company and shallform part of the notice of 14th Annual General Meeting.
25. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success in the marketplace and a good reputationare among the primary determinants of value to the shareholder. The organizational visionis founded on the principles of good governance and by the resolve to be acustomer-centric organization which motivates the Company's Management to be aligned todeliver leading-edge building products backed with dependable after sales services.
Your Company is committed to creating and maximising long term value for shareholderand essentially follows a four pronged approach to achieve this end. a) By increasing allround operational efficiency b) by identifying strategies that enhance its competitiveadvantage c) by managing risks and pursuing opportunities for profitable growth d) bycementing relationships with other important stakeholder groups through meaningfulengagement processes and mutually rewarding associations that enable it to create positiveimpacts on the economic societal and environmental dimensions of the Triple Bottom Line.
Underlying this is also a dedication to value-friendly financial reporting that assuresthe shareholder and investor of receiving transparent and unfettered information on theCompany's performance.
26. FIXED DEPOSITS
Your Company has not accepted any deposits covered under Chapter V of the CompaniesAct 2013.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particular in respect of Conservation of Energy Technology absorption ForeignExchange earning and outgo under Section 134(3) (m) of the Companies Act 2013 read withrule 8(3) of the Companies (Accounts) Rules 2014 is given as per Annexure of this report.
28. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis relating to business andeconomic environment surrounding your company is enclosed as a part of the Annual Report.
29. POLICY ON SEXUAL HARASSMENT
Your Company has constituted an Internal Complaints Committee as per the Sexual
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andthe Rules there under. The Company has a policy on prevention & prohibition of sexualharassment at workplace. The policy provides for protection against sexual harassment ofwomen at workplace and for prevention and redressal of such complaints. During the yearno complaints have been received under the policy.
The Long-term Fitch Rating of your Company BWR BB+' indicating stable outlook ofthe Company.
31. CORPORATE GOVERANCE
Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators/ applicable laws.Our focus on corporate governance where investor and public confidence in companies is nolonger based strictly on financial performance or products and services but on a company'sstructure its Board of Directors its policies and guidelines its culture and thebehaviour of not only its officers and directors but also all of its employees.
Our approach is proactive starting with our Leadership Team. It is also deeplyingrained in our corporate culture guiding how we work and how we do business. We applyand adhere to the rules-not just those required by government but also those we impose onourselves to meet the highest possible standards.
We continually discuss bylaws and governance practices changing our policies whennecessary and pointing out areas where we need to improve our performance. We also compareour practices to the criteria used by outside organizations to evaluate corporateperformance.
A separate section on Corporate Governance standards followed by the Company asstipulated under regulation 34(3) and 53(f) read with schedule V of Securities andExchange Board of India (Listing obligations and Disclosure Requirements) Regulations2015 is enclosed as an Annexure to this report. The report on Corporate Governance alsocontains certain disclosures required under the Companies Act 2013.
A certificate from Ms. Anita Aswal Practicing Company Secretary regardingcompliance with the conditions of Corporate Governance as stipulated under schedule V ofSecurities and Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 is attached to the Corporate Governance Report.
32. LISTING OF SHARES
Your Company's shares are listed and are being traded on the National Stock Exchange ofIndia Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year2016-17 has been paid.
Certain statements in the Management Discussion and Analysis section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's financial statements and notes on accounts.
Your Directors wish to place on record their appreciation for the contribution made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the bankers financialinstitutions shareholders dealers and customers for their continued support assistancewithout this appreciable support it not possible for the company to stands in competitivemarket therefore company seeks this support in future too.
| ||For and on behalf of the Board |
|Date : 26th May 2017 ||Ravinder Nath Jain |
|Place : New Delhi ||Chairman & Managing Director |
Annexure to the Director Report
Particulars under Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) ofthe Companies (Accounts) Rules 2014
A. CONSERVATION OF ENERGY
i. Steps taken or impact on conservation of energy:-
The Company continues its policy of giving priority to energy conservation measuresincluding regular review of energy conservation consumption and effective control ofutilization of energy.
3.28 lacs units more consumed in comparison to the last year.
During the year under report Company has consumed units of energy as detailed below.
(i) 41.26 Lacs (previous year 37.97 Lacs) units supplied by Power Corporation
ii. The steps taken by the Company for utilizing alternate sources of energy-NIL.
iii. Capital investment on energy conservation equipment
(a) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy. - No major additional investment was made (b) Impact of themeasures referred to above for reduction of energy consumption and consequent impact onthe cost of production of goods - Not applicable
B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
|i) Efforts in brief made towards technology absorption adaptation and innovation- ||NIL |
|ii) Benefits derived as a result of the above efforts: ||N.A. |
|iii) Details of technology imported during last five years || |
|(a) Technology Imported: ||N.A. |
|(b) Year of Import: ||N.A. |
|(c) Has technology been fully absorbed: ||N.A. |
|(d) If not fully absorbed area where this has not taken place: ||N.A. |
Total energy consumption and energy consumption per unit production:
PARTICULARS POWER AND FUEL CONSUMPTION :
| ||2016-17 ||2015-16 |
|(i) Electricity Purchased (Units) ||4126256 ||3797893 |
|Total Amount (Rs) ||29561988 ||26863844 |
|Rate per unit ||7.16 ||7.07 |
|(ii) Own Generation through D.G. Set: || || |
|Generation Unit ||- ||- |
|Unit per litre of Oil ||- ||- |
|- ||- ||- |
CONSUMPTION PER UNIT OF PRODUCTION
| ||2016-17 ||2015-16 |
|Production in kgs ||4854087 ||4543729 |
|Consumption per unit of Production (per kg.) ||0.85 ||0.84 |
Expenditure incurred on Research and Development.
During the year under review the Company has not incurred any expenses on Research& Development.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgoin terms of actual outflows during financial year 2016-17 are as follow:` in Lakhs
|PARTICULARS ||2016-17 ||2015-16 |
|a) Foreign Exchange Earnings || || |
|(FOB Value of Exports) ||2916.54 ||2456.76 |
|b) Foreign Exchange Outgo ||2674.05 ||1178.78 |