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|BSE: 532932||Sector: Metals & Mining|
|NSE: MANAKSIA||ISIN Code: INE015D01022|
|BSE 14:43 | 24 Jan||35.00||
|NSE 14:33 | 24 Jan||35.20||
|Mkt Cap.(Rs cr)||229|
|Mkt Cap.(Rs cr)||229.42|
Manaksia Ltd. (MANAKSIA) - Director Report
Company director report
Your Directors are pleased to present the Thirty Fourth Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended 31st March 2018.
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.
The Board of Directors in its meeting held on 31st August 2017 had declared InterimDividend to the shareholders of the Company @150% i.e. Rs.3/- per share on face value ofRs.2/- per equity share for 65534050 equity shares aggregating to Rs.1966.02 Lacs. TheBoard fixed Friday the 8th September 2017 as record date for the purpose of paymentInterim Dividend to the Shareholders entitled thereto. The Board of Directors of theCompany has not recommended any further dividend for the financial year 2017-18 and theInterim Dividend paid would be the final dividend for the Financial Year 2017-18.
TRANSFER TO RESERVES
The Board in its Meeting held on 16th May 2018 proposed to transfer Rs. 731.98 Lacs tothe General Reserve.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March 2018 stood at Rs.1310.68 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 (hereinafter referred to as "Listing Regulations") forms partof the Corporate Governance Report.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 ('THE ACT 2013') IN RESPECT OFANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEESFOR THE BENEFITS OF EMPLOYEES
No such instance took place during the year under review.
OPERATIONS AND BUSINESS PERFORMANCE
The details of operation and business performance of the Company has been elaborated inthe 'Management Discussion and Analysis Report' forming part of this Annual Report.
MANAGEMENT DISCUSSION AND 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
The Company has not issued any prospectus or letter of offer during the last five yearsand as such the requirement for providing the details relating to material variation isnot applicable upon the Company for the year under review.
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 of the company during the period betweenthe end of the financial year 2017-18 and the date of this report which can affect thefinancial position of the Company for the year under review.
TRANSITION TO INDIAN ACCOUNTING STANDARDS
The Indian Accounting Standards (IndAS) has been applicable to the Company for thefirst time during the Financial Year 2017-2018 and acordingly with effect from 1st April2016 your Company was required to align its accounting policies and disclosures inaccordance with the IndAS. Necessary adjustments in the previous year figures and in theformat of presentation in compliance with the requirement of IndAS have made in theaccounts.
EXTRACT OF ANNUAL RETRUN
The extract of Annual Return as on 31st March 2018 in the prescribed Form MGT-9pursuant to section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 forms part of this Directors' Report andmarked as Annexure-"A".
CORPORATE GOVERNANCE REPORT
The Company follows the corporate governance guidelines and best practices sincerelyand discloses timely and accurately information regarding the operations and performanceof the Company.
Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on the CorporateGovernance along with a certificate from the Statutory Auditors of the Company confirmingcompliance with the conditions of the Corporate Governance is forming part of this reportand marked as Annexure-"B".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of number of meeting of Board of the Directors of the Company held duringthe year have been provided in the Corporate Governance Report forming part of thisDirectors' Report.
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 costauditors secretarial auditors and the reviews performed by management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's Internal Financial Control were adequate and effective during Financial year2017-18.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof its knowledge and ability confirms that:
a) in the preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year201718 and of the profit of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
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 and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152(6) of the Act and the Articles ofAssociation of the Company Mr. Sunil Kumar Agrawal [DIN: 00091784] Non-ExecutiveDirector of the Company is liable to retire by rotation at the ensuing AGM and beingeligible offers himself for re-appointment.
During the year under review Ms. Aditi Jhunjhunwala was appointed as Company Secretary& Compliance Officer of the Company w.e.f. 18th September 2017 and has resigned fromthe office with effect from the close of working hours on 28th February 2018. Mr. PradipKumar Kandar has been appointed as Company Secretary & Compliance Officer of theCompany w.e.f. 1st March 2018.
The brief resume/profile of the Director recommended by the Board forappointment/re-appointment has been provided in the Notice convening the Thirty FourthAnnual General Meeting.
The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1)on 'Meeting of the Board of Directors' and Secretarial Standard - 2 (SS-2) on 'GeneralMeeting' and both the Secretarial Standards have been approved by the Central Governmentunder section 118(10) of the Companies Act 2013. Pursuant to the provisions of section118(10) of the Companies Act 2013 it is mandatory for the company to observe thesecretarial standards with respect to Board Meeting and General Meeting. The Company hasadopted and followed the set of principles prescribed in the respective SecretarialStandards for convening and conducting Meetings of Board of Directors General Meeting andmatters related thereto. The Directors have devised proper systems to ensure compliancewith the provisions of all applicable Secretarial Standards and that such systems areadequate and operating effectively.
STATUTORY AUDITORS & AUDITORS' REPORT
M/s. S. K. Agrawal & Co. Chartered Accountants (Firm Registration No. 306033E)had been appointed as statutory auditors of the Company at the 33rd Annual General Meetingof the Company held on 22nd September 2017 for a term of 5(five) consecutive years tohold office from the conclusion of the 33rd Annual General Meeting till the conclusion of38th Annual General Meeting of the Company to be held for the Financial Year 2021-22subject to the ratification by the members of the Company at every subsequent Annualgeneral Meeting on such remuneration as may be determined by the Board of Directors basedon the recommendation of the Audit Committee and mutually agreed by the StatutoryAuditors in addition to the reimbursement of out of pocket expenses as may be incurred bythem for the purpose of audit.
The First Proviso of the Section 139(1) of the Companies Act 2013 has been omittedpursuant to the Companies (Amendment) Act 2017 and therefore the requirement of placingthe matter relating to appointment of auditor for ratification by members at every AnnualGeneral Meeting has been done away. As authorized by the shareholders at the last AGM theBoard of Directors on the recommendation of the Audit Committee has approved theremuneration payable to M/s. S. K. Agrawal & Co. Chartered Accountants for thefinancial year 2018-19.
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 as Secretarial Auditor to conduct Secretarial Audit of the Company for thefinancial year 2017-18.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for thefinancial year ended 31st March 2018 forms part of the Directors' Report and annexed as'Annexure-C'.
The Secretarial Audit Report confirms that the Company has complied with the provisionsof the Act Rules regulations and Guidelines and that there were no deviations ornon-compliances.
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 Company has transferred the shares in respect of whichthe dividend remained unclaimed for a period of seven or more consecutives years to IEPFAuthorities and prior intimation to that effect was given to the shareholders bypublishing newspaper advertisements by the Company. The details of shareholders whoseshares are transferred alongwith their share holding has been published in the officialwebsite of the Company i.e. www.manaksia.com and alsoin the official website of the IEPF Authorities i.e. www.iepf.gov.in. However the Secretarial Auditors has also emphasized for sending individual notice tothose shareholders whose shares are lying unclaimed for past seven consecutive years ormore prior to transferring those shares to IEPF Authorities. The Board has taken note ofthe same and will take necessary steps in this regard.
The provisions of section 148 of Act 2013 and the relevant rules made thereunder arenot applicable to your Company and hence there is no requirement for appointing CostAuditors for the Financial Year 2017-18.
There was no fraud reported by the Auditors of the Company under section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the FinancialYear 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 AND INVESTMENTS MADE UNDER SECTION 186 OF COMPANIESACT 2013
The full particulars of the loans given investments made guarantees given or securityprovided - and the purpose for which the loan or guarantee or security is proposed to beutilised as per the provisions of Section 186 of the Act are provided in the notes to theFinancial Statements (Refer note no. 4 5 8 and 12).
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED 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 businessreviewed by the Audit Committee and hence the provisions of Section 188(1) of the Act2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 were notattracted. All the related party transactions of your Company are entered on arm's lengthbasis and are in compliance with the applicable provisions of the Companies Act 2013 andthe SEBI Listing Regulations 2015. There are no materially significant transactionsentered into by your Company with Promoters Directors or Key Managerial Personnel (KMPs)which have potential conflict with the interest of your Company at large. Since allrelated party transactions entered into by your Company were in the ordinary course ofbusiness and were on an arm's length basis Form AOC-2 is not applicable to your Company.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 on 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.comand the weblink thereto
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 readwith 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 manages;monitors 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 requirement of the provisions of section 177 of the Act2013 read with the Regulation 18 of the Listing Regulations has in place Audit Committeeand the Audit Committee as on 31st March 2018 comprising of 4 (four) members Mr. AjayKumar Chakraborty - Independent Director (Chairman) [DIN: 00133604] Dr. Kali KumarChaudhuri - Independent Director [DIN: 00206157] Mrs. Smita Khaitan - Independent WomanDirector [DIN: 01116869] and Mr. Sunil Kumar Agrawal - Non-executive Director [DIN:00091784]. The Board of Directors has revised the composition of the Audit Committee atits meeting held on 7th May 2018 and 16th May 2018 and as on the date of this report theAudit Committee is comprised of Dr. Kali Kumar Chaudhuri (Independent Director) Mrs.Smita Khaitan (Independent Woman Director) and Mr. Sunil Kumar Agrawal (Non-ExecutiveDirector).The Committee focuses on certain specific areas and make informed decisions inline with the delegated authority and function according to the roles and defined scope.The details of composition terms of reference and number of meetings held for theCommittee is provided in the 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 requirement of provisions of section 178(1) of the Act2013 read with the Regulation 19 of the Listing Regulations has in place the Nomination& Remuneration Committee and the Committee as on 31st March 2018 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 Woman Director [DIN: 01116869] and Mr. Sunil Kumar Agrawal - Non-executiveDirector [DIN: 00091784]. The Board of Directors at its meeting held on 7th May 2018 hasrevised the composition of the Nomination and Remuneration Committee and as on the date ofthis report the revised composition of the Nomination and Remuneration Committee iscomprised of Dr. Kali Kumar Chaudhuri (Independent Director) Mrs. Smita Khaitan(Independent Woman Director) and Mr. Vineet Agrawal (Non-Executive Director). The detailsof composition terms of reference and number of meetings held for the Committee isprovided 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 upon recommendation of Nomination &Remuneration Committee has devised a Remuneration Policy applicable to all Executive ofthe Company i.e. Directors Key Managerial Personnel and Senior Management. The saidpolicy forms part of the this 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations the Companyhas in place the Stakeholders Relationship Committee and the Committee as on 31st March2018 comprising of 3 (three) members Mrs. Smita Khaitan - Independent Woman Director(Chairman) [DIN: 01116869] Mr. Suresh Kumar
Agrawal - Managing Director [DIN: 00520769] and Mr. Vineet Agrawal - Non-executiveDirector [DIN: 00441223]. The Board of Directors at its meeting held on 7th May 2018 hasrevised the composition of the Stakeholders Relationship Committee and as on the date ofthis report the Stakeholders Relationship Committee is comprised of Mrs. Smita Khaitan(Independent Woman Director) Mr. Sunil Kumar Agrawal (NonExecutive Director) and Mr.Vineet Agrawal (Non-Executive Director). The details of composition terms of referenceand number of meetings held for the Committee is provided in the Corporate GovernanceReport.
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 and as on 31st March2018 the Committee is comprised of Mr. Suresh Kumar Agrawal (Chairman and ExecutiveDirector) Mr. Ajay Kumar Chajraborty (Independent Director) Mrs. Smita Khaitan(Independent Woman Director) and Mr. Sunil Kumar Agrawal (Non-Executive Director). TheBoard of Directors at its meeting held on 7th May 2018 has revised the composition of theCommittee and as on the date of this report the Committee comprised of Mr. Suresh KumarAgrawal (Executive Director) Mrs. Smita Khaitan (Independent Woman Director) and Mr.Sunil Kumar Agrawal (Non-Executive Director).The composition and the detailed terms ofreference of the CSR Committee are provided in the Corporate Governance Report. The CSRactivities are inter-alia focused on Rural Development Livestock Development Promotionof Education Protecting Fauna Health Care and Reducing Inequalities faced by sociallyand economically backward groups.
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'.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUALDIRECTORS
Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors individually as well as the evaluation of the working of its Committees.
Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with GuidanceNote on Board Evaluation of SEBI dated 5th January 2017 the Nomination & RemunerationCommittee has laid down the criteria for performance evaluation in a structuredquestionnaire 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 2018 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 criteria for evaluation are briefly provided below:
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.
Familiarization programme undertaken for Independent Directors is provided at thefollowing weblink:
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:
Mark Steels Limited
The Revenue from operations of the company for FY 2017-18 stood at Rs. 13738.69 Lacs(Previous Year: Rs. 12100.26 Lacs). During the year the company had a net profit of Rs.407.72 Lacs (Previous Year: Rs. 188.13 Lacs).
Manaksia Overseas Limited
During the year under review the company had a net loss of Rs. 0.25 Lacs in FY 2017-18(Previous Year: net loss of Rs. 0.25 Lacs).
Manaksia Ferro Industries Limited
During the year under review the company had a net loss of Rs. 0.21 Lacs in FY 2017-18(Previous Year: net loss of Rs. 0.29 Lacs).
The Revenue of the company for the year ended 31st December 2017 stood at Naira365496.69 Lacs (equivalent to Rs. 76463.74 Lacs). During the year ended 31st December2017 the company had a net profit of Naira 22995.51 Lacs (equivalent to Rs. 4810.78Lacs).
Jebba Paper Mills Limited
This company is subsidiary of MINL Limited. The Revenue of the company for the yearended 31st December 2017 stood at Naira 68763.90 Lacs (equivalent to Rs. 14385.75 Lacs).During the year ended 31st December 2017 the company had a net profit of Naira 21637.87Lacs (equivalent to Rs. 4526.75 Lacs).
Dynatech Industries Ghana Limited
The Revenue of the company for the year ended 31st December 2017 stood at CEDI 323.93Lacs (equivalent to Rs. 4673.39 Lacs). During the year ended 31st December 2017 thecompany had a net profit of CEDI 19.21 Lacs (equivalent to Rs. 278.03 Lacs).
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 for the Financial Year 2017-18 under review.
Policy for determining Material Subsidiaries is provided at the following weblink:
The Company has neither accepted nor renewed any deposits during the Financial Yearunder review in terms of the provisions of Chapter V of the Companies 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 based on the recommendation of AuditCommittee in its meeting held on 19th May 2017 has appointed M/s Namita Kedia &Associates Chartered Accountants as Internal Auditors 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:
1. 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.
2. 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.
3. 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.
4. The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to differences if any.
5. 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 mechanismfor Directors and employees to report genuine concerns about actual or suspected unethicalbehavior malpractice wrongful conduct discrimination sexual harassment fraudviolation of the Company policies including Code of Conduct without fear ofreprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded onCompany's website:
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITON &REDRESSAL) ACT 2013
No complaint has been received by the Internal Complaints Comittee of the Companyduring the Financial 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 Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of theDirectors' Report and marked as Annexure- 'G'.
During the year under review no employee of the Company drew remuneration in excess ofthe limits specified under the provisions of section 197(12) of the Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the provisions of the Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Consolidated Financial Statements ofthe Company and its subsidiaries is attached. The Consolidated Financial Statement hasbeen prepared in accordance with the applicable accounting standards issues by theInstitute of Chartered Accountants of India and shows the financial resources assetsliabilities income profits and other details of the Company 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 Central Government StateGovernment various Government and Local Authorities other stakeholders 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.
Your Directors look forward to the future with hope and conviction.
Place : Kolkata
Dated : 16th May 2018