Your Directors have pleasure in presenting their 15h Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 312018.
1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS
Financial Summary and performance Highlights of your Company for the financial yearended March 312018 are as follows:
THE YEAR AT A GLANCE
(Rs. in Crores)
|Particular ||31st March 2018 ||31st March 2017 |
|Profit before interest depreciation & tax ||17.35 ||12.81 |
|Less : Interest ||5.87 ||6.11 |
|Profit before Depreciation ||11.48 ||6.70 |
|Less : Depreciation ||1.71 ||1.59 |
|Profit before tax and exceptional items ||9.77 ||5.11 |
|Exceptional items ||0 ||0 |
|Tax Expenses: ||3.35 ||1.84 |
|Profit after Tax ||6.42 ||3.27 |
|Add : Comprehensive Income ||0.06 ||(0.09) |
|Total Comprehensive Income ||6.47 ||3.17 |
RESULTS OF OPERATIONS
The Company's revenues during the year are Rs.449.07crores as compared to Rs.356.04crores in the previous year grew up by 26.13%. The Company's profit before exceptionalitems and tax on a basis is Rs.9.77 crores during the year as compared to Rs.5.11 croresin the previous year an increase of 91.19% over the previous year.
During the year under review the Company declared and paid to the shareholders aninterim dividend of Rs.1/- per equity share of face value of Rs.10/- each in the month ofMarch 2018. The Board did not recommend a final Dividend and therefore total Dividend forthe year ended March 312018 will be Rs.1/- per equity share of face value of Rs.10/-each.
3. Investor Education and Protection Fund - Unclaimed Dividend
Members are also requested to note that pursuant to the provisions of Section 124 ofthe Act read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (as amended) (IEPF Rules') the Company is alsoobliged to transfer all shares on which dividend has not been paid or claimed for sevenconsecutive years or more to the Demat Account of the IEPF Authority notified by theMinistry of Corporate Affairs (IEPF Demat Account'). During the year 2017-18unclaimed Dividend for Financial Year 2009-10 of Rs.78629/- was transferred to theInvestor Education and Protection Fund (IEPF) as required under the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (asamended from time to time). Pursuant to the provisions of section 124(6) of the CompaniesAct 2013 and the rules mentioned aforesaid equity shares in respect of which dividendhas not been claimed for the Financial Year 2009-10 transferred to the IEPF Authority inaccordance with the aforesaid rules.
4. KEY BALANCE SHEET INFORMATION
The Financial Statement of the Company for the Financial year 2017-18 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. Theaudited Financial Statement along with Auditor report have been annexed to the AnnualReport and also available on the website of the Company and can be accessed at the weblink www.maanaluminium.in
Overall Bank Debt Stood at Rs.36.83 Crore as on 31st March 2018 with Debt Equity Ratioof 1.04.
Our Credit Rating have improved to BBB- issued by Brick works Ratings India Pvt. Ltd.
5. FUTURE OUTLOOK
2017 was a "year of surprises for the aluminum market" .
"Prices moved to the tune of Chinese government announcements."
Aluminum prices averaging $2003 in Q4 2018. The maximum forecast provided for theperiod was $2300 and the minimum was $1779.
During the year there will be a number of factors for investors to watch. One is theUS government's two separate national security investigations into imports of aluminum andsteel which have a January 2018 deadline for recommendations. They are expected to resultin a combination of tariffs and quotas on imports from China and could impact aluminumprices.
Shanghai Futures Exchange aluminum stocks are still at "record highs" andadded that China could ramp up aluminum production after the winter period ends inmid-March.
"[The] new capacity additions and restarts could be a catalyst for a correction inthe aluminium prices. But a correction not a price collapse"
"capacity controls environment and consolidation will be the key themes to watchout for in 2018."
Aluminium Extrusion demand remains buoyant with ever growing uses in automotivetransportation packaging building and construction marine consumer durables solarindustrial equipments defence and power sectors.
6. DIRECTORS & KEY MANAGERIAL PERSONNEL
Retire by Rotation and subsequent
In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Appointment and qualification ofDirector) Rules 2014 (including any statutory modification (s) or re-enactment (s)thereof for the time being in force) and the Articles of Association of the Company Mr.Ashish Jain (Executive Director) are liable to retire by rotation at the ensuing AGM andbeing eligible have offered themselves for re-appointment.
In accordance with the provisions of the Companies Act 2013 read with the Rules issuedthere under the Listing Regulations and the Articles of Association of the Company theIndependent Directors and the Managing Director of the Company are not liable to retire byrotation.
Declaration of independence from Independent Directors:
The Company has received declarations from all the Independent Directors confirmingthey meet the criteria of independence as prescribed under the provisions of the CompaniesAct 2013 read with the Schedules and Rules issued there under as well as Regulation 16 ofListing regulation any statutory modification (s) or re-enactment(s) thereof for the timebeing in force).
Number of meetings of the Board :
6 (Six) meetings of the Board of Directors were held during the financial year theBoard of Directors of the Company convened during the financial year 2017-18 are given inthe corporate Governance Report which forms part of this Annual Report.
Remuneration of directors Key managerial personnel and particulars of employees :
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any Statutory modification (s) orre-enactment (s) thereof for the time being in force).
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany Statutory modification (s) or re-enactment (s) thereof for the time being in force) inrespect of Directors/ employees of the Company is set out in the Annexure-1 to this reportand is also available on the website of the Company (www.maanaluminium.com).
Nomination and Remuneration Policy
The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules issued thereunder and the Listing Regulations.
The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of ExecutiveNon-Executive and Independent Directors on the Board of Directors of the Company andpersons in the Senior Management of the Company their remuneration includingdetermination of qualification positive attributes independence of Directors and othermatters as provided under sub-section (3) of Section 178 of the Companies Act 2013(including any Statutory modification (s) or re-enactment (s) thereof for the time beingin force).
The salient features of the Policy is set out in the Corporate Governance Report whichforms part of this Annual Report. The Policy is also available on the website of theCompany www.maanaluminium.com
Performance Evaluation :
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of DirectorsCommittees of the Board and the Board as a whole.
The process for evaluation of the performance of the Director(s)/Board/Committees ofthe Board for the financial year 2017-18 was initiated by the Nomination and RemunerationCommittee by triggering online Survey(s) to all Directors.
The Directors carried out the annual performance evaluation of the Board Committees ofBoard and individual Directors along with assessing the quality quantity and timelinessof flow of information between the Company management and the Board that is necessary forthe Board to effectively and reasonably perform their duties.
The details of the evaluation process are set out in the Corporate Governance Reportwhich forms a part of this Annual Report.
Key Managerial Personnal :
The following person have been designated Key Managerial Personnal of the Companypursuant to section 2 (51) and section 203 of the Act. read with the Rule framed thereunder.
1. Mr. Ravinder Nath Jain Chairman & Managing Director
2. Mr. Sandeep Verma CEO
3. Mr. Sandeep Kumar Agarwal CFO & Company Secretary
Mr. Yogendra Jain has resigned from post of CFO w.e.f. 15.09.2017 Mr. Sandeep KumarAgarwal have been nominated as CFO of the Company w.e.f. 05.02.2018.
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-2 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 IN SECTION188(1) OF THE COMPANIES ACT 2013.
All contracts/arrangements/transactions entered by the Company with Related Partieswere in ordinary course of business and at arm's length basis.
During the year under review the Company has not entered into any contracts/arrangements/transactions with releated parties which qualify as material in accordancewith the Policy of the Company on materiality of related party transactions.
All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on Related Party Transactions formulated by theCompany.
There are no material significant related party transactions that may have potentialconflict with interest of the Company at large.
The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Note 40 to the Financial Statements of the Company.
Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure -3 to thisreport.
10. DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors including audit of the internal financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2017-18. The Board of Directors acknowledges the responsibility forensuring compliance with the provisions of section 134(3)(c) read with section 134(5) ofthe Companies Act 2013 in the preparation of the annual accounts for the year ended onMarch 312018 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. TheCompany's Internal Auditors have conducted periodic audits to provide reasonable assurancethat the Company's approved policies and procedures have been followed.
11. RISK MANAGEMENT
The company has a well-defined process in place to ensure appropriate identificationand treatment of risk. Risk Identification exercise is interwoven with the annual planningcycle which ensures both regularity and Comprehensiveness. The identification of risk isdone at strategic business operational and process levels. While the mitigation plan andactions for risks belonging to strategic business and key critical operational risks aredriven by senior leadership for rest of the risks operating manager drive the conceptionand subsequent auctioning of mitigation plans.
The key strategic business and operational risks which are Significant in terms oftheir impact to the overall objectives of the Company along with status of the mitigationplans are periodically presented and discussed in the Risk Management Committee (RMC)meetings. Inputs from the RMC are duly incorporated in the action plans. All significantrisks are well integrated with functional and business plans and are reviewed on a regularbasis by the senior leadership.
The Company through its risk management process aims to contain the risks within itsrisk appetite. There are no risks which in the opinion of the Board threaten the existenceof the Company. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Annual Report.
12. INTERNAL CONTROL RELATED TO FINANCIAL STATEMENT
Internal financial control system of the company have been designed to providereasonable assurance with Regard to recording and providing reliable financial andoperational information complying with applicable Accounting Standards.
The Company has a well-defined and documented delegation of authority manual withspecified limits for approval of expenditure both capital and revenue.
The Company is in process to establish Enterprise Risk Management (ERP) system torecord day to day transactions For accounting and financial reporting. The ERP system willconfigured to ensure that all transaction are integrated seamlessly with the underlyingbooks of accounts.
The Company periodically conducts physical verification of inventory fixed assets andcash on hand and matches them with the books of account. Explanations are sought for anyvariances noticed from the respective functional heads. The Company has a robust financialclosure selfcertification mechanism wherein the line managers certify adherence to variousaccounting policies accounting hygiene and accuracy of provisions and other estimates.There are adequate policies authorization matrices governing financial transactions andapprovals.
The Company has adopted accounting policies which are In line with the IndianAccounting Standards notified under Section 133 of the Companies Act 2013 read togetherwith the Companies (Indian Accounting Standards) Rules 2015. These are in accordance withGenerally Accepted Accounting Principles in India. Changes in policies if any areapproved by the Audit Committee in consultation with the Statutory Auditors.
The Company in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/ validate them as and whenappropriate. The basis of such judgments and estimates are also audited by the StatutoryAuditors and reviewed by the Audit Committee.
For each major element in the financial statements the inherent reporting risks havebeen identified by the Company. Controls have been put to mitigate these risks. Theserisks and the mitigation controls are revisited periodically. Corporate accounts functionof the Company is actively involved in designing large process changes as well asvalidating changes to IT systems that have a bearing on the books of account.
The Company gets its Standalone financial statements audited every quarter by itsStatutory Auditors.
13. TRANSFER TO RESERVE
The Company has not transferred any amount to general reserve out of the profits of theyear.
14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the financial year ended 31st March 2018 the Company incurred CSR Expenditureof Rs.9.51 Lacs The CSR initiatives of the Company were under the thrust areas of health& hygiene education water management and enhancement of vocational training.
The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2018 in accordance with Section 135 of theCompanies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014(including any statutory modification(s) or re-enactment (s) thereof for the time being inforce) is set out in the Annexure-4 to this report
15. AUDIT COMMITTEE
The composition of the Audit Committee is in alignment with provisions of Section 177of the Companies Act 2013 read with the Rules issued there under and Regulation 18 of theListing Regulations. The members of the Audit Committee are financially literate and haveexperience in financial management.
The Audit Committee comprises of Mr. Amit Jain Mr. Ashish Jain and Mr. Rajesh Jain.Mr. Sandeep Agarwal acts as Secretary to the Audit Committee.
All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.
16. VIGIL MECHANISM
The Whistleblower Policy has been approved and adopted by Board of Directors of theCompany in compliance with the provisions of Section 177 (10) of the Companies Act 2013and Regulation 22 of the Listing Regulations
The Policy also provides protection to the employees and business associates who reportunethical practices and irregularities.
Any incidents that are reported are investigated and suitable action is taken in linewith the Whistle Blower Policy.
17. AUDITOR STATUTORY AUDITOR
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 14h AnnualGeneral Meeting of the Company held on June 26 2017 to hold the office till theconclusion of 17lh Annual General Meeting of the Company subject to theratification of shareholders at every Annual General Meeting.
They have confirmed their eligibility to the effect that their appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forappointment.
The Notes on financial statement referred to in the Auditors' Report areselfexplanatory 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 Financial Year 2017-2018. The Report of SecretarialAuditor (Form MR-3) for the Financial Year 2017-2018 is annexed to the report as(Annexure-5).
On the recommendation of Audit Committee the Board of Directors in its meeting held onMarch 26 2018 has appointed M/s. Vivek Bothra Cost Accountants as the Cost Auditor ofthe Company for the financial year 2018-19 on the aggregate remuneration of Rs.75000/-(Rupees Seventy five Thousand only) plus taxes as applicable in accordance with theprovisions under Section 148 of the Companies Act 2013 read with rules made there under.The remuneration payable to the Cost Auditor of the Company has been proposed for theratification by the members of the Company and shall form part of the notice of 15thAnnual General Meeting.
18. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report. It speaks about theoverall industry structure global and domestic economic scenarios developments inbusiness operations/performance of the Company's various businesses viz. decorativebusiness international operations industrial and home improvement business internalcontrols and their adequacy risk management systems and other material development duringthe financial year 2017-18.
19 POLICY ON SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure .Your Company hasconstituted an Internal Complaints Committee as per the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under. TheCompany has a policy on prevention & prohibition of sexual harassment at workplace.The policy provides for protection against sexual harassment of women at workplace and forprevention and redressal of such complaints. During the year no complaints have beenreceived under the policy.
The Long-term and short term Fitch Rating of your Company has been upgraded by thecredit rating agency "Brickwork Ratings India Pvt. Ltd." looking the upgradedperformance of the company in its revenue and profitability. The rating agency has ratedthe company as below :
|S. No. ||Instrument/ Facilities ||Existing Rating ||Revised Rating |
|1. ||Long term bank facilities ||BWR BB+ (Pronounced as BWR Double B Plus) Stable ||BWR BBB- (Pronounced as BWR Triple B minus) Outlook : Stable (Upgraded) |
|2. ||Short term bank facilities ||BWR A4+ (Pronounced as BWR a Four Plus) ||BWR A3 (Pronounced as BWR A Three) (Upgraded) |
21. CORPORATE GOVERANCE
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.
22. 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 year2018-19 has been paid.
a. During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orRe-enactment(s) thereof for the time being in force);
b. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;
c. There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future;
d. The information on conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is set out in the Annexure to this report;
e. None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force);
f. The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ directors or by trustees for the benefits of employees/Directors; and
g. The Company has not issued equity shares with differential rights as to dividend voting or otherwise.
The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.
| ||For and on behalf of the Board |
|Date : 25lh May 2018 ||Ravinder Nath Jain |
|Place : New Delhi ||Chairman & Managing Director |