Your Directors have pleasure in presenting the 31st Annual Report of yourCompany along with the Audited Accounts for the financial year ended March 312019.
FINANCIAL HIGHLIGHTS / RESULTS
| || ||(Rs. in Lakhs) |
|Particulars ||For the financial year 2018-19 ||For the financial year 2017-18 |
|Profit before Depreciation ||13290 ||13744 |
|Less: Depreciation ||4592 ||3920 |
|Profit Before Tax ||8698 ||9824 |
|Exceptional Item (Loss) ||- ||370 |
|Less: Taxation ||2959 ||3168 |
|Profit after Tax ||5739 ||6286 |
|Add: Other Comprehensive Income (net of tax) ||230 ||50 |
|Total Comprehensive Profit ||5969 ||6336 |
|Add: Profit brought forward ||43887 ||39210 |
|Total profit available for appropriation ||49856 ||45546 |
|APPROPRIATIONS: || || |
|Adjustment of Income Tax (Earlier year) ||88 ||- |
|Transfer to General Reserve ||574 ||629 |
|Proposed Dividend ||857 ||857 |
|Provision for taxation - Dividend ||176 ||174 |
|Balance carried to Balance Sheet ||48161 ||43887 |
RESULTS OF OPERATIONS
Net sales and other income for the standalone entity increased to ' 223601 lakhs from' 163003 lakhs in the previous year with increase of 37.18%. The operating profit (PBDIT)witnessed an increase of 9.82% from ' 18047 lakhs in 2017-18 to ' 19819 lakhs in2018-19. The profit after tax (PAT) showed a decrease of 8.72% at ' 5738 lacs from '6286 lakhs in the previous year.
For the year under review the Directors have recommended a dividend of ' 1.50 (i.e.30%) per share (Face Value ' 5) [' 1.50 (i.e. 30%) per share for the previous year (FaceValue ' 5)] on the Ordinary (Equity) Shares of the Company. The dividend payout issubject to approval of shareholders at the ensuing Annual General Meeting.
TRANSFER TO RESERVES
An amount of ' 574 lakhs is proposed to be transferred to the General Reserve.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as required under the provisions of Section134(3)(a) read with Rule 12(1) of the Companies (Management and Administration) Rules2014 is set out in Annexure A' to this report.
The Company is having 3 subsidiary companies falling under the purview of Section 2(87)of the Companies Act 2013. In accordance with Rule 8(1) of the Companies (Accounts)Rules 2014 a report on their performance and financial position is presented hereinbelow:
|Sr. No. ||Name of the Subsidiary Companies ||Performance |
|1. ||Merino Shelters Private Limited (Incorporated in India) ||The implementation of the Scheme of Demerger is still pending and as such the consolidation of Financial Statements of Merino Shelters Private Limited has not been given effect of. |
|2. ||Man Overseas Metal DMCC (Incorporated in UAE) ||The Company has achieved a net profit of AED 8.04 lakhs during the financial year 2018-19 as compared to net profit of AED 4.57 lakhs in the previous year. |
|3. ||Man USA Inc (Incorporated in USA) ||The net revenue during the financial year 2018-19 of the Company stood at USD 0.20 lakhs as compared to USD 2.20 lakhs in the previous year. The Company has incurred loss of USD 0.12 lakhs during the current financial year. |
In accordance with proviso to Section 129(3) read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company's subsidiaries in Form AOC-1 is attached to the financialstatements of the Company and forms part of this Annual Report.
During the financial year 2018-19 no company has become or ceased to be subsidiary ofthe Company and no material change in the nature of the business of the existingsubsidiary has taken place.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its subsidiaries (except ofMerino Shelters Pvt. Ltd) for the financial year ended March 31 2019 prepared inaccordance with the Companies Act 2013 and Ind AS-110 on consolidated financialstatements form part of this Annual Report and same shall also be laid in the ensuingAnnual General Meeting in accordance with the provisions of Section 129(3) of theCompanies Act 2013.
In accordance with the provisions of Section 136 of the Companies Act 2013 thestandalone and consolidated financial statements of the Company along with the documentsrequired to be attached thereto and separate financial statements in respect of itssubsidiary companies are available on its website i.e. www.mangroup.com and are alsoavailable for inspection at its Registered Office.
Mr. Nikhil R. Mansukhani (DIN: 02257522) Director is liable to retire by rotation atthe conclusion of the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
Mr. Pramod Tandon had completed his present term as Independent Directors of theCompany on 31st March 2019. On the recommendation of the Nomination andRemuneration Committee the Board subject to the approval of the shareholders hasreappointed him as Independent Director for a further term of five consecutive years i.e.upto 31st March 2024.
Mr. Kirit Navnitlal Damania (DIN: 01435190) was appointed as Independent Directors atthe 30th Annual General Meeting of the Company held on 28thSeptember 2018 by Special Resolution for a term of 5 consecutive years till 29thMarch 2023 in accordance with the provisions of Section 149 and 152 of the Companies Act2013. However SEBI has vide notification dated 9th May 2018 amendedRegulation 17 of SEBI (LODR) by inserting a new Para (1A) which requires that no listedentity shall appoint a person or continue the directorship of any person as anon-executive director who has attained the age of seventy five years unless a specialresolution is passed to that effect.
In view of the above amendment in Regulation 17 Mr. Kirit Navnitlal Damania who hadalready completed 75 years of age cannot be continued as a Non-Executive Director unless aSpecial Resolution is passed by the members of the Company. Accordingly the matter wasdiscussed by the Nomination and Remuneration Committee and the Board of Directors of theCompany and in view of exemplary contribution and rich experience of Mr. Kirit NavnitlalDamania it was decided to recommend continuation of their directorship till thecompletion of his full term i.e. upto 29th March 2023 in the best interest ofthe Company.
Appropriate resolutions for the appointment/re-appointment of the Directors are beingplaced before you for your approval at the ensuing Annual General Meeting. The briefresume of the aforesaid Directors and other information have been given in the noticeconvening the Annual General Meeting. Your Directors recommend their appointment/re-appointment.
Mr. Kirit N. Damania Mr. Pramod Tandon and Mrs. Renu Purshottam Jalan act asindependent Directors and they have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the Listing Regulations 2015.
Regulation 4(2)(f)(9) of the SEBI Listing Regulations 2015 mandates that the Boardshall monitor and review the Board evaluation framework. The Companies Act 2013 statesthat a formal annual evaluation needs to be made by the Board of its own performance andthat of its committees and individual directors. The annual evaluation process of theBoard of Directors its committees and the individual Directors including the Chairman ofthe Company was carried out in the manner prescribed by the Companies Act the guidancenote on Board Evaluation issued by SEBI and as per the Corporate Governance requirementsprescribed by SEBI Listing Regulations.
A structured questionnaire was circulated for reviewing the functioning andeffectiveness of the Board its Committees the individual directors including theChairman of the Company. All the directors participated in the evaluation survey. Theevaluation criterion for the Directors was based on their participation contribution andoffering guidance to and understanding of the areas which are relevant to them in theircapacity as members of the Board. Responses were analyzed and the results weresubsequently discussed by the Board. Recommendations arising from the evaluation processwas considered by the Board to optimize its effectiveness.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board of Directors held during thefinancial year 2018-19 are furnished as a part of the Corporate Governance Report.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Mr. Kirit Damania Mr. Pramod Tandon and Mrs. RenuJalan Independent Directors and Mr. Nikhil Mansukhani Executive Director of the Company.Mr. Kirit Damania is the Chairman of the Committee and the Company Secretary is theSecretary to the Committee. There have not been any instances during the year whenrecommendations of the Audit Committee were not accepted by the Board of Directors.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Senior Managementand their remuneration pursuant to the provisions of the Companies Act 2013 and Part D ofSchedule II of the Listing Regulations 2015. The Remuneration Policy is stated in theCorporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair values the provisions of the Act (tothe extent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). The Ind AS are prescribed under Section 133 of the Companies Act 2013 (theAct') read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 andCompanies (Indian Accounting Standards) Amendment Rules 2016. The Company has adopted allthe Ind AS standards and the adoption was carried out in accordance with applicabletransition guidance. Accounting policies have been consistently applied except where anewly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.
The directors confirm that:
In preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards (except Ind AS-110) have been followed.
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 towards 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.
They have laid down internal financial controls which are adequate and areoperating effectively.
They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year underreview were on arm's length basis and were in the ordinary course of the business. Incompliance with the terms of the Policy on Related Party Transactions' nocontracts arrangements or transactions were entered into by the Company with thePromoters Key Managerial Personnel or other designated persons which would be consideredmaterially significant and which may have potential conflict of interest with the companyat large. The Policy on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board may be accessed on the Company's websitewww.mangroup.com.
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as AnnexureG' to the Board's report.
PARTICULARS OF LOANS GUARANTEES OR INVESTENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
In accordance with the provisions of Section 134(3)(g) read with Section 186(4) of theCompanies Act 2013 the particulars of loans given investments made guarantees givenand securities provided if any have been disclosed in the financial statements.
In accordance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation4(2)(d) of the Listing Regulations 2015 the Company has adopted a Whistle Blower Policyto provide a mechanism to its directors employees and other stakeholders to raiseconcerns about any violation of legal or regulatory requirements misrepresentation of anyfinancial statement and to report actual or suspected fraud or violation of the Code ofConduct of the Company.
The Policy allows the whistleblowers to have direct access to the Chairman of the AuditCommittee in exceptional circumstances and also protects them from any kind ofdiscrimination or harassment. The Whistle Blower Policy of the Company can be accessed onthe Company's website www.mangroup.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report containing the details as required underSchedule V to the Listing Regulations 2015 is annexed hereto and forms an integral partof this Report.
CORPORATE GOVERNANCE REPORT
A Separate Report on Corporate Governance along with a certificate from the StatutoryAuditors of the Company confirming the compliance of the conditions of corporategovernance by the Company as required under Para E of Schedule V to the ListingRegulations 2015 is annexed hereto and forms an integral part of this Report.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interests on deposits from public was outstanding as on the date of thebalance sheet.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under Corporate Social Responsibility (CSR) thecompany has contributed funds for the schemes of promoting preventive health caresanitation education and rural welfare programs. CSR activities were directly undertakenby the Company to identify the areas and localities in and around Anjar and Pithampurwhere the company has the manufacturing base to educate the local inhabitants (villagers)about preventive health care & Hygiene management. The Company is activelyparticipating in Swachch Bharat Abhiyaan of the Honorable Prime Minister andconstructing toilets in identified villages and schools by the local authorities. Thecompany has extended its support by joining hands with local government authorities inSujalam Sufalam Yojana (Jal Sanchay Abhiyan) of Government of Gujarat inwidening & deepening of few water reservoirs and also water distribution in fewvillages of Kutch. Company is also running a rigorous tree plantation program in the areaof Kutch. Further at its Mumbai location
Company is helping needy patients for their ailments through funding to differenthospitals and education of needy Girl Child. The company has significantly contributed forthe renovation of pediatric OPD ward of The Tata Memorial Hospital Mumbai.
The Annual Report on the CSR activities as required under Section 134(3)(o) of theCompanies Act 2013 read with Rule 8 of the Companies (CSR Policy) Rules 2014 is set outin Annexure B' to this Report and is also accessible on Company's websitewww.mangroup.com
The Company has been following the processes and procedures for assessment andmitigation of various business risks associated with the nature of it's operations andsuch adaptation has helped the Company to a very large extent. The operationalresponsibility for the effective implementation and monitoring of its operating proceduresvis-a-vis the associated business risks is with Audit Committee which recommends itssuggestions if any to the Board of Directors. The ultimate responsibility for framingimplementing and monitoring the risk management plan for the Company lies on the Board ofDirectors.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors has laid down standards processes and procedures forimplementing the internal financial controls across the organization. After consideringthe framework of existing internal financial controls and compliance systems; workperformed by the Internal Statutory and Secretarial Auditors and External Consultants;reviews performed by the Management and relevant Board Committees including the AuditCommittee the Board of Directors are of the opinion that the Company's internal financialcontrols with reference to the financial statements were adequate and effective during thefinancial year 2018-19.
AUDITORS AND AUDITORS' REPORT
M/s M. H. Dalal & Associates Chartered Accountants (Firm registration number:112449W) were appointed as Auditors of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on 27th September 2017. They haveconfirmed that they are not disqualified from continuing as Auditors of the Company.
The observations of the Auditors and the Notes on financial statement referred to inthe Auditors' Report are selfexplanatory and do not call for any further comment. Furtherno frauds have been reported by the Statutory Auditors during the financial year 2018-19pursuant to the provisions of Section 143(12) of the Companies Act 2013.
In accordance with the provisions of Section 148 of the Companies Act 2013 read withRule 14(a) of the Companies (Audit and Auditors) Rules 2014 the Board of Directors hason the recommendation of the Audit Committee appointed M/s. M.P. Turakhia &Associates Cost Accountants as Cost Auditors of the Company for the financial year2018-19 at a remuneration of '100000/- (Rupees One Lac Only) plus applicable taxes andreimbursement of out of pocket expenses for conducting the Cost Audit subject toratification of such remuneration by the Members in the ensuing Annual General Meeting.Accordingly a resolution seeking Members' ratification for the remuneration payable tothe Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.
The Company has filed the Cost Audit Report for the financial year ended March 312018on December 12 2018. The Cost Audit Report for the financial year ended March 312019shall be filed in due course.
In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors have appointed Ms. Bhavika Sanghvi Practicing Company Secretary asSecretarial Auditor of the Company for the financial year 2018-19.
The Secretarial Audit Report for the financial year ended March 31 2019 is set out inAnnexure C' to this Report. The qualifications referred to in the SecretarialAuditors' Report are self-explanatory and do not call for any further comment.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of employees and related disclosures as required under the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are set out in AnnexureD' to this Report.
Particulars of employees pursuant to Rules 5(2) & (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are set out in Annexure E' tothis Report.
DETAILS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
Details with respect to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are set out in Annexure F'to this Report.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company is committed to provide a healthy environment to all its employees and haszero tolerance for sexual harassment at workplace. In order to prohibit prevent andredress complaints of sexual harassment at workplace it has constituted a ComplaintCommittee in line with the provisions of Section 4(1) of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The Company has not received any complaint of Sexual harassment during the financialyear 2018-19.
i. During the financial year 2018-19 the Company has not issued equity shares withdifferential rights as to dividend voting or otherwise. Hence disclosure under Rule 4(3)of the Companies (Share Capital and Debentures) Rules 2014 is not applicable;
ii. During the financial year 2018-19 the Company has not issued sweat equity sharesto its employees. Hence disclosure under Rule 8(13) of the Companies (Share Capital andDebentures) Rules 2014 is not applicable;
iii. During the financial year 2018-19 the Company has not issued shares underEmployees Stock Option Scheme.
iv. During the financial year 2018-19 no significant or material orders have beenpassed by the Regulators or Courts or Tribunals which impact the going concern status ofthe Company and its operations in future. Hence disclosure under Rule 8(5)(vii) of theCompanies (Accounts) Rules 2014 is not applicable;
v. During the financial year 2018-19 there have been no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of this Report. Hence disclosure under the provisions ofSection 134(3)(l) of the Companies Act 2013 is not applicable;
vi. During the financial year 2018-19 there has been no change in the nature ofbusiness of the Company. Hence disclosure under Rule 8(5)(ii) of the Companies (Accounts)Rules 2014 is not applicable;
vii. During the financial year 2018-19 no Whole-time Directors of the Company hasreceived any commission from the Company nor have they received any remuneration orcommission from the subsidiary of the Company.
viii. The Scheme of arrangement for merger-demerger between Man Industries (India) Ltd.and Man Infraprojects Ltd. is yet not fully implemented for want of disposal of RecordDate issue which is presently sub-judice in the Hon'ble Bombay High Court.
Safety Health and Environment
During the year the Company continued to focus on resource conservation and reductionin generation of hazardous wastes and enhanced its efforts to positively impact theenvironment in which it operates. All the manufacturing facilities and processes aresubject to regular inspections and a Safety Audit is carried out meticulously at Anjarplant and preventive measures are taken to ensure high standards of safety. There havebeen regular trainings right from the employee induction stage and further on continualbasis to reinforce safety habits by it's employees. Your Company has taken adequateinsurance cover for all its plants as well as for third party liabilities and continues towork towards the improvement of our environment healthy and safe management system. Thecompany has also been organizing the camps for Blood donation and also yoga trainings forits employees.
Human Resources and Industrial Relations
In your Company employees continue to be the key driving force of the organization andremain a strong source of our competitive advantage. We believe in aligning businesspriorities with the aspirations of employees leading to the development of an empoweredand responsive human capital.
Attracting retaining and motivating employees and creating an environment thatnurtures them to deliver their best have been a constant practice followed by yourCompany. Your Company continues to invest in training refining its goal setting andperformance evaluation processes through which employees can share best practices and seeksupport to drive change and improvement. Further the company remains committed for theemployee engagement activities such as employee Sports events and Festival celebrationsetc. to keep its employees interested to achieve higher milestones.
Research & Development
Your Company is executing an integrated strategy for technology development anddeployment. The technology function is supporting your Company's strategy around fourmissions: technology development development of substantially new products productivityimprovement and cost reductions.
Listing & Demat of Shares
The equity shares of the Company are listed with BSE Limited (BSE) and National StockExchange of India Limited (NSE). As on March 31 2019 out of total 57103055 equityshares of the Company 56236127 equity shares representing 98.48% were held indematerialized form and the balance 1.52% representing 866928 shares were held inphysical form.
All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities under legislative enactments are adequately insured.
Transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund
During the year under review the Company has transferred ' 1735194/- to InvestorEducation and Protection Fund in relation to unclaimed and unpaid dividend amountpertaining to financial year 2010-11.
The Directors wish to acknowledge and place on record their sincere appreciation forthe assistance and co-operation received from all the members regulatory authoritiescustomers financial institutions bankers lenders vendors and other businessassociates.
The Directors also recognize and appreciate all the employees for their commitmentcommendable efforts teamwork professionalism and continued contribution to the growth ofthe Company.
| ||For and on behalf of the Board |
|Place : Mumbai ||R. C. Mansukhani |
|Date : August 14 2019 ||Chairman |