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Maan Aluminium Ltd.

BSE: 532906 Sector: Metals & Mining
NSE: MAANALU ISIN Code: INE215I01019
BSE 13:49 | 30 Jan 223.95 9.65
(4.50%)
OPEN

213.80

HIGH

235.50

LOW

213.20

NSE 13:39 | 30 Jan 225.65 11.30
(5.27%)
OPEN

214.35

HIGH

235.00

LOW

210.20

OPEN 213.80
PREVIOUS CLOSE 214.30
VOLUME 6328
52-Week high 251.70
52-Week low 99.00
P/E 9.02
Mkt Cap.(Rs cr) 303
Buy Price 223.10
Buy Qty 1.00
Sell Price 224.10
Sell Qty 1.00
OPEN 213.80
CLOSE 214.30
VOLUME 6328
52-Week high 251.70
52-Week low 99.00
P/E 9.02
Mkt Cap.(Rs cr) 303
Buy Price 223.10
Buy Qty 1.00
Sell Price 224.10
Sell Qty 1.00

Maan Aluminium Ltd. (MAANALU) - Director Report

Company director report

To the Members

Your Directors are pleased to present the Company's Nineteenth Annual Report on thebusiness and operations of Maan Aluminium Limited along with the summary of the AuditedFinancial Statements for the financial year ended March 31 2022.

FINANCIAL RESULTS

A summary of the Standalone financial performance of your Company for the financialyear ended March 31 2022 is as under:

( Rs in Lakhs)

Particular For the year ended March 31 2022 For the year ended March 31 2021
Profit before interest depreciation & tax 3810.15 2695.58
Less : Interest 488.34 388.16
Profit before Depreciation 3321.81 2307.43
Less : Depreciation 346.83 320.05
Profit before tax and exceptional items 2974.98 1987.37
Exceptional items 0.00 0.00
Tax Expenses: 777.07 507.78
Profit after Tax 2197.91 1479.59
Add : Comprehensive Income 31.30 19.87
Total Comprehensive
2166.61 1459.72
Income

IMPACT OF COVID-19

During the 2nd wave of the Pandemic the country was faced with lot of difficulties dueto higher infections. Your Company managed to navigate well through the difficultsituation with support of its employees and the Management. There were no disruption tothe Operations of the Company. However the Board and the Management continues to closelymonitor the situation as it evolves and do it's best to take all necessary measures inthe interests of all stakeholders of the Company.

RETURN TO INVESTORS (DIVIDEND)

In view of encouraging performance and on account of healthy retained earnings and cashposition and the confidence of sustaining its performance going forward during the yearthe Board declared an Interim Dividend of Rs 1.00 (i.e. @10%) per Equity Share on13521216 Equity Shares of Rs 10 each of the Company aggregating to Rs 13521216/- outof the profits of the Company in the month of February 2022.

The Board did not recommend a final dividend and therefore total dividend for the yearended March 31 2022 will be Rs 1/- per equity share of face value of Rs10/- each.

The dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosures Requirements) Regulations2015 is not applicable on the Company.

TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve on declaration of dividend.

SHARE CAPITAL:

During the year the paid-up Equity Share Capital of the Company increased fromRs67606080 /- (6760608 Equity Shares of Rs 10/- each) to Rs 135212160/-(13521216 Equity Shares of Rs 10/- each).

Increase in share capital was on account of issue and allotment of 6760608 equityshares of face value of Rs 10/ each by Bonus Issue.

The Company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares to the Employees or Directors of the Company other thanunder Bonus Issue.

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 thechallenges posed by the pandemic and performed well during the FY 2021-22.

This was achieved through leveraging the export opportunities bought by the growingtrend of export and offering quality service. With a resolution to provide best- in-classproduct at the lowest cost your Company delivered strong growth over the previous year.

Your Company's Profit before Tax increased by 49.69% in the current year. During theyear the total income of your Company went up from Rs 40532.84 Lakhs to Rs 57754.31Lakhs.

The Financial Statement of the Company for the FY 2021-22 are prepared in compliancewith the applicable provisions of the Act Accounting Standards and as prescribed bySecurities and Exchange Board of India (SEBI) under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as the SEBI ListingRegulation). The Financial Statement has been prepared on the basis of the AuditedFinancial Statement of the Company as approved by their respective Board of Directors.

The Audited Financial Statement along with Auditor Report for the FY 2021-22 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 Overall Consolidated Debt stood at Rs 6489.93 Lakhs as on March 31 2022 with DebtEquity Ratio of 0.77 as against Rs 7230.07 Lakhs as on 31st March 2021 with Debt EquityRatio of 1.13

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

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.

MACRO-ECONOMIC OVERVIEW

The Delta variant of COVID-19 struck India in the beginning of 2021-22 marking theonset of the second wave. Although the second wave of the pandemic in April- June 2021 wasmore severe from a health perspective the economic impact was muted compared to thenational lockdown of the previous year. The Advanced Estimates of real GDP growth (YoY) inFY 2021-22 at 9.2 per cent confirm the sustained momentum of GDP growth since the secondwave. The economy in the current year has recovered 101.6 per cent of the pre-pandemicoutput of FY 2019-20. This is supported by strong rebound seen in several high frequencyindicators in Q3: FY 2021-22 and rapid progress in vaccination coverage.

On the supply side while agriculture continues to lend unwavering support to economicrecovery manufacturing and construction exhibited a sharp rebound to recover more than100 per cent of corresponding pre-pandemic output levels. These developments clearlyreflect uptick in consumer and investor sentiment release of pent-up demand especiallyin construction supported by growing public capex and housing cycle upturn. Recovery inservices sector has improved to reach corresponding pre-pandemic levels at 100 per centreflecting gradual adaptability of contact- intensive service sectors to the pandemicsituation. The growth of the gross value added (GVA) at constant basic prices has beenestimated to grow by 8.6 per cent in 2021-22 (1st advance estimates) with agriculture andallied sectors industrial sector and services sector growing at 3.9 per cent 11.8 percent and 8.2 per cent respectively (Source: Ministry of Finance)

FUTURE OUTLOOK

Your Company has been able to built-up good order book in all segments and sectors indomestic market as well as global market. The Company continues to work towardsstrengthening domestic order book and improving the international order book goingforward. The present order book and the opportunities in the Indian metal space as well asInternational market gives good visibility towards a sustainable and profitable growthgoing forward. Continuous thrust on using latest technologies digital platform and betterprocesses would ensure further improvement of margins going forward.

FINANCE

Under the review the Company's Working Capital Finance is being prudent mix of fundbased & non-fund based limits to cater to its existing fund requirements.

Total addition in the fixed assets was Rs 1141.90 Lakhs during the year which wasfunded through internal accruals.

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 the profitand 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 TO GENERAL RESERVE:

During the year your Company has not transferred any amount to the reserves.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 and 125 of the Companies

Act 2013 ("Act") read with the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules")all unpaid or unclaimed dividends are required to be transferred by the Company to theInvestor Education and Protection Fund ("IEPF" or "Fund") Accountestablished by the Central Government after completion of seven years from the date thedividend is transferred to unpaid/unclaimed account. Further according to the Rules theshares in respect of which dividend has not been paid or claimed by the members for sevenconsecutive years or more shall also be transferred to the demat account created by theIEPF Authority after complying with the procedure laid down under the Rules.

During FY 2021-22 the company had not transferred any shares to ‘IEPF' Account

DEPOSITS

We have not accepted any fixed deposits including from thepublic and as such noamount of principal or interest was outstanding as of the Balance Sheet date

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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.

SUBSIDIARY COMPANY

Under review as on March 31 2022 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 Executive IndependentDirectors of the Company. Namely Mr. Ravinder Nath Jain (DIN 00801000) Mrs. Priti Jain(DIN 01007557) Mr. Ashish Jain (DIN 06942547) and Mr. Viksit Chadha (DIN : 08236797) asthe 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. Suresh Chander Malik(DIN 05178174) as the Non Executive Independent Directors of the Company.

Changes in Board Composition

Changes in Board Composition during FY 2021-22 and up to the date of this report isfurnished below:

Appointment & Resignation

During the Financial Year No changes is being done the Composition of the Board ofDirector 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 Mrs. Priti Jain (DIN01007557) Whole-TimeExecutive Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for reappointment. The Boardrecommends the same for the approval of Members.

Re-appointment

Mr. Ravinder Nath Jain (DIN 00801000) was appointed as a Chairman and Managing Directorof the Company at the Annual General Meeting (AGM) of the Company held on 10th day ofAugust 2018 for a period of 3 years with effect from April 01 2019 to 31st March 2022. As part of the initiative to create enduring guidance for the Company the managementpursuant to recommendation of the Nomination and Remuneration Committee has proposed there-appointment of Mr. Ravinder Nath Jain (DIN 00801000) as a Chairman and ManagingDirector at its meeting held on May 20 2022 for a period of 3 years commencing from April01 2022 on the terms and conditions and remuneration as may be approved by the Board andsubject 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 2022 are:

Mr. Ravinder Nath Jain-Chairman and Managing Director;

Mr. Sandeep Kumar Agarwal- Company Secretary and Compliance Officer & ChiefFinancial Officer;

Mr. Viksit Chadha-Chief Executive Officer**;

During the year under review the non-executive director had no pecuniary relationshipor transactions with the Company other than sitting fees commissions if any and re-imbursement expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Remuneration and other details of the Key Managerial Personnel for the year endedMarch 31 2022 are mentioned in the Extract to the

Annual Return 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 Five (5) times during the year to discuss and approve various mattersincluding financials raising of funds raising of capital review of audit reports andother 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:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Audit 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 and discussed onvarious 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 Four (4) 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 of Nomination and Remuneration Committee and details ofCommittee Meeting are provided in the Corporate Governance Report. The Board has on therecommendation of the Nomination & Remuneration Committee framed a Nomination andRemuneration policy in compliance with the aforesaid provisions for selection andappointment of Directors Key Managerial Personnel (KMP) Senior Managerial Personnel(SMP) of the company. The said policy is stated in the Corporate Governance Report of theCompany and also it is available on the website at https:// www.maanaluminium.com/investor. The details of Committee Meeting are provided in the CorporateGovernance 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.

The role terms of reference and powers of the Stakeholders Relationship Committee arein conformity with the requirements of the Companies Act 2013 and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The terms of reference of Stakeholder Relationship Committee and details of CommitteeMeeting are provided 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 ofRs500 Crore or more or turnover of Rs 1000 Crore or more or net profit of Rs 5Crore or 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 role and terms of reference of the Corporate Social Responsibility Committee are inconformity with the requirements of the Companies Act 2013. Initiatives undertaken by theCompany on CSR activities during the year under review are set out in Annexure III of thisreport.

The terms of reference of Corporate Social Responsibility Committee are provided in theCorporate Governance Report.

Board Effectiveness

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.

Board Evaluation

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 25 2022 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 Members confidence in the ethical standardsof the Company the cohesiveness that exists amongst the Board Members the two-way candidcommunication between the Board and the Management and the openness of the Management insharing strategic information to enable Board Members 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 underthe 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.

INTERNALFINANCIALCONTROLSANDTHEIRADEQUACY

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.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the Audit committeethe Board is of the opinion that the

Company's internal financial controls were adequate and effective during FY 2022.

RELATED PARTY TRANACTIONS

The Company has put in place a policy for Related Party Transactions (RPT Policy)which has been approved by the Board of Directors. The policy provides for identificationof RPTs necessary approvals by the Audit Committee/Board/Members reporting anddisclosure requirements in compliance with Companies Act 2013 and provisions of LODRRegulations. Pursuant to amendments to LODR Regulations dated November 09 2021 the Boardand Audit Committee in their meeting held on February 12 2022 had made changes to thePolicy on Related Party Transactions wherein various changes have been adopted as requiredunder the amended regulations.

All transactions with Related Parties are placed before the Audit Committee and alsothe Board for approval. Prior omnibus approval of the Audit Committee and the Board isobtained for the transactions which are foreseeable and of a repetitive nature. Thetransactions entered into pursuant to the approvals so granted are subjected to audit anda statement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis.

All contracts executed by the Company during the financial year with related partieswere on arm's length basis and in the ordinary course of business. All such Related PartyTransactions were placed before the Audit Committee/Board for approval whereverapplicable.

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available onCompany's website at www.maanaluminium.com. You may refer to Note no. 42 to the financialstatement which contains related party disclosures.

The Company had not entered into any contracts or arrangements or transactions undersub-section (1) of Section 188 of the Act. Hence Form AOC-2 disclosure is not required tobe provided.

None of the Directors and the Key Managerial Personnel has any pecuniary relationshipsor transactions vis-?-vis the Company.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules 12 of the Companies(Management and Administration) Rules 2014 the Annual Return (e-form MGT-7) of theCompany is available on the website of the Company at www.maanaluminium.com.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

A Certificate from Mr.Viksit Chadha CEO and Mr. Sandeep Kumar Agarwal CFO pursuantto provisions of SEBI (LODR) Regulations 2015 for the year under review was placedbefore the Board of Directors of the Company at its meeting held on May 20 2022 and thesame does not contain any adverse remark or disclaimer.

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

In terms of the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Ms. Anita Aswal Practicing Company Secretaries (CP No. 13883) as SecretarialAuditor for conducting Secretarial Audit of the Company for the financial year 2021-22.The Auditor had conducted the audit and their report thereon was placed before the Board.The Secretarial Audit Report for the Financial Year 2021-22 does not contain anyqualification reservation or adverse remark. The Secretarial Auditor's report is appendedas "Annexure – IV" and forms part of the Annual Report of the 19thAGM of the Company. The Company is in compliance with the Secretarial Standards specifiedby the Institute of Company Secretaries of India ("ICSI")

STATUTORY AUDITORS & AUDITORS' REPORT

M/s. M A K & Associates Chartered Accountants (Firm Registration Number 003060C)were appointed as Statutory Auditor of the Company at the 17th AGM held on September 292020 for a period of five consecutive years 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 onMay 7 2018. Hence the resolution seeking ratification of the Members for theirappointment is not being placed at the ensuing Annual General Meeting.

The Auditors' Report issued by MAK to the shareholders for the year under review doesnot contain any qualification.

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 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 it is stated that the cost accounts and records are madeand maintained by the Company as specified by the Central Government under sub-section (1)of Section 148 of the Companies Act 2013.

The Board of Directors of the Company on the recommendation of the Audit Committeeapproved the Appointment 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 forthe financial year ending March 31 2022.

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 18th AGM of the Company.

During the year the Cost Auditors had not reported any matter under Section 143(12) ofthe Companies Act 2013. Therefore no detail is required to be disclosed under Section134(3) (ca) of the Companies Act 2013.

AUDITORS REPORT

The notes on the financial statement referred in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation adverse remark or disclaimer for the FinancialYear 2021-22.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors 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.

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 312021 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.

RISK MANAGEMENT

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 ANDSENIOR MANAGEMENT EMPLOYEE

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 Company investigates such complaints speedily confidentially and in an impartialmanner and takes appropriate action to ensure that the requisite standards of professionaland ethical conduct are always maintained.

During the financial year 2021-22 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 2021-22 there were nocomplaints pending pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The following is reported pursuant to Section 22 ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 :

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: Applicable.

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 Accountsare being sent to the Members and others entitled thereto excluding the aforesaidinformation. The said information is available for inspection by any member of the Companyduring the business hours on working days except on Saturdays Sundays and PublicHolidays. Any Member interested in obtaining a copy of the same may write to the CompanySecretary whereupon a soft copy would be sent to the Member.

CORPORATE GOVERNANCE

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 requisite Auditor's Certificate on CorporateGovernance obtained from Mrs. Anita Aswal. Practicing Company Secretary for compliancewith SEBI Regulations is attached to the report on Corporate Governance.

A Certificate of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) ofthe Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by the Authority There are no significantor material orders passed by the Regulators or Courts or Tribunals which impacts the goingconcern status of the Company and its future operations. b) Stock Option TheCompany doesn't have any Stock options scheme. c) Secretarial Standards The Companyis in regular compliance of the applicable provisions of Secretarial Standards issued bythe Institute of Company Secretaries of India.

APPRECIATION

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 safety to fight thispandemic.

The Directors appreciate and value the contributions made by every member of MaanFamily.

For and Behalf of the Board
Maan Aluminium Limited
Date: 20.05.2022 Ravinder Nath Jain
Place: Pithampur Chairman and Managing Director

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