Your Directors are pleased to present the Thirty Third Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended 31st March 2017.
FINANCIAL RESULTS (Rs in lacs)
|Particulars || |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Total Revenue ||5272.08 ||5837.04 ||104578.20 ||110293.33 |
|Profit Before Tax ||1197.21 ||2915.80 ||11663.27 ||10385.47 |
|Less : Provision for Taxation ||364.81 ||601.08 ||1502.70 ||1011.98 |
|Less: Share of Profit transferred to Minority Interest ||- ||- ||55.35 ||49.82 |
|Profit After Tax ||832.40 ||2314.72 ||10105.20 ||9323.67 |
|Balance brought forward from previous year ||2281.63 ||2777.59 ||104691.94 ||98178.95 |
|Total Amount available for appropriation ||3114.03 ||5092.31 ||114797.16 ||107502.62 |
|Appropriations : || || || || |
|Dividend on Equity Shares ||- ||1310.68 ||- ||1310.68 |
|Transfer to General Reserve ||500.00 ||1500.00 ||500.00 ||1500.00 |
|Surplus Carried to Balance Sheet ||2614.03 ||2281.63 ||111822.84 ||104691.94 |
|Short/(Excess) Provision for Taxation for earlier years ||- ||- ||2474.32 ||- |
|Total ||3114.03 ||5092.31 ||114797.16 ||107502.62 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Kindly refer to 'Management Discussion and Analysis Report' which forms part of thisAnnual Report.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company during the year underreview.
To conserve the resources of the Company for future growth and businessdiversification the Board of Directors have not recommended any dividend for thefinancial year 2016-17.
TRANSFER TO RESERVES
The Board in its Meeting held on 19th May 2017 proposed to transfer Rs 500.00 Lacs tothe General Reserve.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March 2017 stood at Rs1310.68 Lacs. During the year under review the Company has not issued any further shares.
DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT
Details of shares held in the demat suspense account as required under Regulation 39(4)read with Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (the "Listing Regulations") forms part of the CorporateGovernance Report.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 (THE "ACT 2013") INRESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BYTRUSTEES FOR THE BENEFIT OF EMPLOYEES
No such instance took place during the year under review.
OPERATIONS AND BUSINESS PERFORMANCE
Kindly refer to 'Management Discussion and Analysis Report' which forms part of thisAnnual Report.
MANAGEMENT DISCUSSION ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations formspart of this Annual Report.
DETAILS RELATING TO MATERIAL VARIATIONS
Since no prospectus or letter of offer has been issued during last 5 (Five) yearsthere is no question of any material variation.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany during the year under review.
EXTRACT OF ANNUAL RETRUN
The extract of Annual Return as on 31st March 2017 in the prescribed Form MGT-9pursuant to section 92(3) of the Act 2013 read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 forms part of this Directors' Report andmarked as Annexure- "A"
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Para C of Schedule V of the Listing RegulationsReport on the Corporate Governance along with a certificate from the Auditors of theCompany confirming compliance with the conditions of the Corporate Governance is annexedas Annexure-"B"
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of numbers of meeting of Board of Directors held during the year underreview forms part of the Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofsection 134(3)(c) and 134(5) of Act 2013 :
(a) that in the preparation of the annual accounts for the year ended 31st March 2017the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;
(b) that the Directors had adopted such accounting policies and applied themconsistently and made judgments and estimates in a reasonable and prudent manner so as togive a true and fair view of the state of affairs of the Company as at the end of thefinancial year 2016-17 and of the profit of the Company for that period;
(c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) that the annual accounts had been prepared on a going concern basis;
(e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and operating effectively;
(f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has appointed Mr. Ajay Kumar Chakraborty [DIN: 00133604] Dr. Kali KumarChaudhuri [DIN: 00206157] and Mrs. Smita Khaitan [DIN: 01116869] as Independent Directorsof the Company for a fixed term of 5 (Five) years in the Annual General Meeting (AGM) ofthe Company held on 26th September 2014.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under section 149(6)of the Act 2013 and Regulation 16 of the Listing Regulations.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152(6) of the Act 2013 and the Articlesof Association of the Company Mr. Vineet Agrawal [DIN:00441223] Non-Executive Directorof the Company is liable to retire by rotation at the ensuing AGM and being eligibleoffers himself for re-appointment.
During the year under review Mr. Vijay Kumar Khator has resigned as Chief FinancialOfficer of the Company with effect from close of business hours of 14th November 2016.Thereafter Mr. Rahul Bharpilania has been appointed as Chief Financial Officer of theCompany with effect from 15th November 2016. Mr. Raj Kumar Banthia has resigned asCompany Secretary and Compliance Officer of the Company with effect from close of workinghours of 31st March 2017.
The brief resume/profile of the Directors recommended by the Board forappointment/re-appointment forms part of Notice convening the 33rd AGM.
STATUTORY AUDITORS & AUDITORS' REPORT
M/s SRB & Associates Chartered Accountants (Firm Registration No. 310009E) hadbeen appointed as statutory auditors of the Company at the 30th AGM held on 26thSeptember 2014 to hold office from the conclusion of 30th AGM till the conclusion of33rd AGM on such remuneration as may be fixed by the Board subject to ratification by theshareholders in the AGM apart from reimbursement of out of pocket expenses as may beincurred by them for the purpose of audit.
Now in accordance with the provisions of section 139(1) of the Act 2013 the tenure ofM/s SRB & Associates Chartered Accountants (Firm Registration No. 310009E) has beencompleted and thus the Board recommended the appointment of M/s. S K Agrawal & Co.Chartered Accountants (Firm Registration No. 306033E) as Statutory Auditors for a term of5 (Five) years i.e. to hold office from the conclusion of 33rd AGM until the conclusion of38th AGM on such remuneration as may be fixed by the Board subject to ratification by theshareholders in the forthcoming AGM apart from reimbursement of out of pocket expenses asmay be incurred by them for the purpose of audit.
There are no observations (including any qualification reservation adverse remarks ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. The specific notes forming part of the accounts referred to in Auditor'sReport are selfexplanatory and give complete information.
Pursuant to the provisions of section 204 of the Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s Vinod Kothari & Company Practising CompanySecretaries to conduct Secretarial Audit of the Company for the financial year 2016-17.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for thefinancial year ended 31st March 2017 forms part of the Directors' Report and annexed asAnnexure-"C".
There are no observations (including any qualification reservation adverse remarks ordisclaimer) of the Secretarial Auditors in their Audit Report that may call for anyexplanation from the Directors.
The provisions of section 148 of Act 2013 and the relevant rules made thereunder arenot applicable to your Company.
There was no fraud reported by the Auditors of the Company under section 143(12) of theAct 2013 to the Audit Committee or the Board of Directors during the year under review.
DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME
During the year under review your Company has not provided any employee stock option /purchase scheme.
PARTICUALRS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees or investments have been disclosed under Note no.10 13 and 16 to the financial statements. PARTICULARS OF CONTRACT OR ARRANGEMENT WITHRELATED PARTIES
All contracts/arrangements/transactions entered by the Company with related parties forthe year under review were on arm's length basis and in the ordinary course of businessand were reviewed by the Audit Committee and that the provisions of section 188(1) of theAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 were notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company which may have a potential conflict with theinterest of the Company at large. Thus disclosure in Form AOC-2 is not required.
All Related Party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof unforeseen nature. The transactions entered into pursuant to the omnibus approval sogranted are reviewed by the Audit Committee and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors fortheir noting on a quarterly basis.
During the year under review the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Company's policy of Materiality of Related Party Transactions.
The policy on Related Party Transactions as approved by the Board of Directors of theCompany may be accessed on the Company's website www.manaksia.com and the weblink theretohttp://www.manaksia.com/images/pdf/Related_Party_Policy_Manaksia.pdf
PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR ASREQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS
The details of related party disclosures with respect to loans/advances/ investments atthe year end and maximum outstanding amount thereof during the year as required under PartA of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO
The details required pursuant to the provisions of section 134(3)(m) of the Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to Conservation ofEnergy Technology Absorption and Foreign Exchange Earning and Outgo forms part of thisDirectors Report and marked as Annexure-"D".
RISK MANAGEMENT SYSTEM
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate the probabilityand/or impact of unfortunate events or to maximize the realisation of opportunities.
The Company has structured Risk Management Policy designed to safeguard theorganization from various risks through adequate and timely actions. The Company managesmonitors and reports on its risks and uncertainties that can impact its ability to achieveits objectives. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated.
The Company pursuant to the provisions of section 177 of the Act 2013 read with theRegulation 18 of the Listing Regulations has in place Audit Committee comprising of 4(Four) members Mr. Ajay Kumar Chakraborty - Independent Director (Chairman) [DIN:00133604] Dr. Kali Kumar Chaudhuri - Independent Director [DIN: 00206157] Mrs. SmitaKhaitan - Independent Director [DIN: 01116869] and Mr. Sunil Kumar Agrawal - Non-executiveDirector [DIN: 00091784]. The detailed terms of reference of the Committee is provided inthe Corporate Governance Report.
There were no such instances wherein the Board had not accepted recommendation of theAudit Committee.
NOMINATION & REMUNERATION COMMITTEE
The Company pursuant to the provisions of section 178(1) of the Act 2013 read with theRegulation 19 of the Listing Regulations has in place the Nomination & RemunerationCommittee comprising of 4 (Four) members Dr. Kali Kumar Chaudhuri- Independent Director(Chairman) [DIN: 00206157] Mr. Ajay Kumar Chakraborty - Independent Director [DIN:00133604] Mrs. Smita Khaitan - Independent Director [DIN: 01116869] and Mr. Sunil KumarAgrawal - Non-executive Director [DIN: 00091784]. The detailed terms of reference of theCommittee is provided in the Corporate Governance Report.
The Company pursuant to provisions of section 178 of the Act 2013 and Regulation 19read with Para A of Part D of Schedule II of Listing Regulation upon recommendation ofNomination & Remuneration Committee has devised a policy on Remuneration of Directorsand Key Managerial Personnel and other employees. The said policy forms part of theDirectors' Report and marked as Annexure- "E".
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of section 178(5) of the Act 2013 read with Regulation20 of the Listing Regulations the Company has in place the Stakeholders RelationshipCommittee comprising of 3 (Three) members Mrs. Smita Khaitan - IndependentDirector(Chairman) [DIN: 01116869] Mr. Suresh Kumar Agrawal - Managing Director [DIN:00520769] and Mr. Vineet Agrawal - Non-executive Director [DIN: 00441223]. The detailedterms of reference of the Committee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with section 135 of the Act 2013 and Rules
thereunder. The composition and the detailed terms of reference of the CSR Committeeare provided in the Corporate Governance Report. The CSR activities are inter-aliafocused on Rural Development Livestock Development Promotion of Education ProtectingFauna and Health Care.
The report on CSR activities pursuant to clause (o) of sub-section (3) of section 134of the Act 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 forms part of this Report and marked as Annexure - "F".
Pursuant to the provisions of the Act 2013 and the Listing Regulations the Nomination& Remuneration Committee has laid down the criteria for performance evaluation in astructured questionnaire form after taking into consideration various aspects of the Boardfunctioning composition of the Board and its Committees culture execution diligenceintegrity awareness and performance of specific laws duties obligations and governanceon the basis of which the Board has carried out the annual evaluation of its ownperformance the performance of Board Committee and of Directors individually by way ofindividual and collective feedback from Directors. Further pursuant to Para VII ofSchedule IV of the Act 2013 and provisions of the Listing Regulations the IndependentDirectors of the Company without the participation of Non-Independent Directors andmembers of management convened a separate meeting on 8th February 2017 to perform thefollowing:
review the performance of Non-Independent Directors and the Board as a whole;
review the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non-Executive Directors;
assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The review of performance of Non-Independent Directors was done after discussing withthem on various parameters such as skill competence experience degree of engagementideas & planning etc. The Board performance was reviewed on various parameters suchas adequacy of the composition of the Board Board culture appropriateness ofqualification & expertise of Board members process of identification and appointmentof Independent Directors inter-personal skills ability to act proactively managingconflicts managing crisis situations diversity in the knowledge and related industryexpertise roles and responsibilities of Board members appropriate utilization of talentsand skills of Board members etc. The evaluation of the Chairman of the Company wasconducted on various parameters such as leadership quality capability availabilityclarity of understanding governance & compliance and degree of contribution etc.
The Board of Directors of the Company expressed their satisfaction towards the processof review and evaluation of performance of Board its Committees and of individualdirectors.
Familiarisation programme undertaken for Independent Directors is provided at thefollowing weblink: http://www.manaksia.com/pdf/Details-of-Familiarisation-Program-imparted-to-IDs-Manaksia.pdf
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Pursuant to the provisions of section 129(3) of the Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 the details containing salient features of the financialstatement of subsidiary companies /associate companies/ joint ventures in Form AOC-1 formspart of this Annual Report.
The details of performance of the Subsidiary Companies are as follows :
Indian Subsidiaries :
Mark Steels Limited
During the year under review the Revenue from operations of the company stood at Rs10808.35 Lacs (Previous Year: Rs 10865.04 Lacs). During the year the company had a netprofit of Rs 184.52 Lacs (Previous Year: Rs 166.06 Lacs).
Manaksia Overseas Limited
During the year under review the company had a net loss of Rs 0.25 Lacs (PreviousYear: net loss of Rs 0.27 Lacs).
Manaksia Ferro Industries Limited
During the year under review the company had a net loss of Rs 0.29 Lacs (PreviousYear: net loss of Rs 0.31 Lacs).
Foreign Subsidiaries :
The Revenue of the company for the year ended 31st December 2016 stood at Naira256658.04 Lacs (equivalent to Rs 55433.70 Lacs). During the year ended 31st December 2016the company had a net profit of Naira 40290.80 Lacs (equivalent to Rs 8702.12 Lacs).
Jebba Paper Mills Limited
This company is subsidiary of MINL Limited. The Revenue of the company for the yearended 31st December 2016 stood at Naira 67046.99 Lacs (equivalent to Rs 14480.99 Lacs).During the year ended 31st December 2016 the company had a net profit of Naira 11538.82Lacs (equivalent to Rs 2492.18 Lacs).
Dynatech Industries Ghana Limited
The Revenue of the company for the year ended 31st December 2016 stood at CEDI 217.69Lacs (equivalent to Rs 3439.00 Lacs). During the year ended 31st December 2016 thecompany had a net loss of CEDI 16.25 Lacs (equivalent to Rs 256.71 Lacs (Loss)).
Except as stated hereinabove the Company does not have any joint venture or associatecompany during the year under review.
MATERIAL SUBSIDIARY COMPANIES
A subsidiary shall be considered as material if its income or net worth exceeds twentypercent of the consolidated income or net worth respectively of the listed entity and itssubsidiaries in the immediately preceding accounting year. MINL Limited is the foreignmaterial subsidiary of the Company.
Policy for determining Material Subsidiaries is provided at the following weblink:http://www.manaksia.com/pdf/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES_amended_final_Manaksia.pdf
The Company has neither accepted nor renewed any deposits during the year under reviewin terms of Chapter V of the Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which may impact its going concern status andCompany's operations in future.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate Internal Financial Controls with reference tofinancial statements. Your Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. To commensurate the internal financial control with its size scaleand complexities of its operations the Board on the recommendation of Audit Committee hadappointed M/s S. K. Agrawal & Co. Chartered Accountants as Internal Auditor of theCompany for the financial year 201617. Further the Board based on the recommendation ofAudit Committee in its meeting held on 19th May 2017 has appointed M/s Namita Kedia &Associates Chartered Accountants as Internal Auditor of the Company for the financialyear 2017-18.
The Audit Committee reviews the Report submitted by the Internal Auditors. The AuditCommittee actively reviews the adequacy and effectiveness of the internal control systems.In this regard your Board confirms the following:
(a) Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.
(b) Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.
(c) Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.
(d) The existing assets of the Company are verified/ checked at reasonable intervalsand appropriate action is taken with respect to any differences if any.
(e) Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In Compliance with the provisions of section 177(9) of the Act 2013 and the ListingRegulations the Company has framed a Whistle Blower
Policy to establish a vigil mechanism for Directors and employees to report genuineconcerns about actual or suspected unethical behavior malpractice wrongful conductdiscrimination sexual harassment fraud violation of the Company policies including Codeof Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanismhas also been uploaded on Company's website: http://www .manaksia.com/pdf/Whistle_Blower_Policy_manaksia.pdf
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITON &REDRESSAL) ACT 2013
There has been no such case pending during the year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure pertaining to remuneration and other details as required under theprovisions of section 197(12) of the Act 2013 read with the applicable provisions of Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of the Directors' Report and marked as Annexure- "G".
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the provisions of the Act 2013 and the Listing Regulations theConsolidated Financial Statements of the Company and its subsidiaries is attached. TheConsolidated Financial Statement has been prepared in accordance with the applicableaccounting standards issues by the Institute of Chartered Accountants of India and showsthe financial resources assets liabilities income profits and other details of theCompany and its subsidiaries.
Your Company continues its relentless focus on strengthening competition in all itsbusinesses. It is the endeavor of your Company to deploy resources in a balanced manner soas to secure the interest of the shareholders in the best possible manner in the shortmedium and long terms.
Your Directors convey their grateful appreciation for the valuable patronage andco-operation received and goodwill enjoyed by the Company from its esteemed customerscommercial associates banks financial institutions government authorities otherstakeholders and the media.
Your Directors also wish to place on record their deep sense of appreciation to all theemployees at all levels for their commendable teamwork professionalism and enthusiasticcontribution towards the working of the Company during the year under review.
Your Directors look forward to the future with hope and conviction.
For and on behalf of the Board of Directors
| ||Suresh Kumar Agrawal ||Sunil Kumar Agrawal |
|Place : Kolkata ||Managing Director ||Director |
|Dated : 19th May 2017 ||DIN: 00520769 ||DIN:00091784 |