Your Directors are pleased to present the Thirty Fifth Annual Report on the businessand operatl ons of the Company together with the Audited Financial Statements for thefinancial year ended 31st March 2019.
| || || |
(Rs in Lacs)
|Particulars || |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Revenue ||7025.30 ||11615.40 ||105643.02 ||108626.18 |
|Profit Before Tax (PBT) ||2730.68 ||6570.75 ||9671.87 ||12580.49 |
|Less : Provision for Taxation ||603.33 ||1404.04 ||2167.13 ||2971.19 |
|Less: Share of Profit transferred to Minority Interest ||- ||- ||192.27 ||122.31 |
|Profit After Tax (PAT) ||2127.35 ||5166.71 ||7312.47 ||9486.99 |
|Other Comprehensive Income (OCI) ||(8.41) ||(0.98) ||972.53 ||6244.75 |
|Total Comprehensive Income for the year ||2118.94 ||5165.73 ||8285.00 ||15731.74 |
|Balance brought forward from previous year ||4473.69 ||2004.98 ||121741.72 ||111430.50 |
|Adjustments ||- ||- ||- ||3522.23 |
|Total (other than OCI) ||6601.04 ||7171.69 ||129054.19 ||124439.72 |
|Appropriations : || || || || |
|Dividend on Equity Shares ||1966.02 ||1966.02 ||1966.02 ||1966.02 |
|Transfer to General Reserve ||- ||731.98 ||- ||731.98 |
|Surplus Carried to Balance Sheet ||4635.02 ||4473.69 ||127088.17 ||121741.72 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Kindly refer to 'Management Discussion and Analysis ReportRs 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 14th February 2019 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 '1966.02 Lacs. TheBoard fixed Saturday 23rd February 2019 as record date for the purpose of payment ofInterim Dividend to the shareholders entitled thereto. The Board of Directors of theCompany has not recommended any further dividend for the financial year 2018-19 and theInterim Dividend paid would be the final dividend for the Financial Year 2018-19.
TRANSFER TO RESERVES
The Board in its Meeting held on 18th May 2019 did not propose any amount for transferto the General Reserve.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March 2019 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 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended (hereinafter referred to as "Listing Regulations")forms part of the Corporate Governance Report.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 ('THE ACT') IN RESPECT OF ANYSCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FORTHE 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 is no material change and commitment of the Company during the period between theend of the financial year 2018-19 and the date of this report which can affect thefinancial position of the Company for the year under review.
EXTRACT OF ANNUAL RETRUN
The extract of Annual Return as on 31st March 2019 in the prescribed Form MGT-9pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management andAdministration) Rules 2014 forms part of this DirectorsRs Report and marked asAnnexure-"A" and the same has also been uploaded on the website of the Companyand the weblink thereto is: http://www.manaksia.com/pdf/MGT-9_2018-19. pdf
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 Listing Regulations aReport on the Corporate Governance along with a certificate from the Statutory Auditors ofthe Company confirming compliance with the conditions of the Corporate Governance isforming part of this report and marked as Annexure-"B".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Particular relating to the number of meetings of Board of Directors of the Company heldduring the year have been provided in the Corporate Governance Report forming part of thisDirectorsRs Report.
DIRECTORSRs RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutorysecretarial auditors and the reviews performed by management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sInternal Financial Controls were adequate and effective during Financial year 2018-19.
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 2019 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 year201819 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) the annual accounts had been prepared on a going concern basis;
e) 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) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Board of Directors
The Company had 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 five years in the Annual General Meeting (AGM) of theCompany held on 26th September 2014 and accordingly their present term of appointmentwill cease on 25th September 2019.
Further the Board at its meeting held on 18th May 2019 on the recommendation of theNomination and Remuneration Committee and based on performance evaluation recommended forapproval of the Members re-appointment of Mr. Ajay Kumar Chakraborty Dr. Kali KumarChaudhuri and Mrs. Smita Khaitan as Independent Directors on your Company in terms ofSection 149 of the Act and Regulation 17 of Listing Regulations with effect from 26thSeptember 2019 for a second term of five consecutive years i.e. upto 25th September2024. Requisite Notices under Section 160 of the Act have been received in respect of Mr.Chakraborty Dr. Chaudhuri and Mrs. Khaitan who have filed their consents to act asDirectors of the Company if appointed. The Company has received declarations from all theIndependent Directors of the Company confirming that they are not disqualified of beingappointed as Directors under Section 164 of the Act and that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16 of theListing Regulations. All requisite declarations were placed before the Board.
During the proposed term of re-appointment Dr. Kali Kumar Chaudhuri and Mr. Ajay KumarChakraborty will attain the age of seventy five years on 17th September 2020 and 6thApril 2020 respectively. The Board at the aforesaid meeting on the recommendation of theNomination and Remuneration Committee recommended for the approval of the Members forcontinuation of Dr. Chaudhuri and Mr. Chakraborty as Independent Directors of the Companyfrom the day they attain the age of seventy five years till the remaining period of theirsecond term i.e. up to 25th September 2024 in compliance with the Listing Regulations.
Mr. Kanad Purkayastha on the recommendation of the Nomination and RemunerationCommittee was appointed by the Board as an Additional Director and subject to theapproval of the Members also as an Independent Director with effect from 18th May 2019.By virtue of Article 90 of the Articles of Association of the Company and Section 161 ofthe Act Mr. Purkayastha will vacate office at the ensuing Annual General Meeting of yourCompany. Accordingly as recommended by the Nomination and Remuneration Committee theBoard at its aforesaid meeting also recommended for the approval of Members theappointment of Mr. Purkayastha as an Independent Director in terms of Section 149 of theAct and Regulation 17 of the Listing Regulations for a period of five consecutive yearswith effect from 18th May 2019 i.e. upto 17th May 2024. Requisite notice under Section160 of the Act has been received in respect of Mr. Purkayastha who has filed his consentto act as Director of the Company if appointed.
During the proposed term of appointment Mr. Purakayastha will attain the age ofseventy five years on 16th May 2020. The Board at the aforesaid meeting on therecommendation of the Nomination and Remuneration Committee recommended for the approvalof the Members continuation of Mr. Purkayastha as an Independent Director of the Companyfrom the day he attains the age of seventy five years till the remaining period of hisproposed term of appointment i.e. upto 17th May 2024 in compliance with the ListingRegulations.
Appropriate resolutions seeking your approval to the above will be appearing in theNotice convening the 35th AGM of your Company.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act read with Article 87(1) ofthe Articles of Association of the Company Mr. Suresh Kumar Agrawal Managing Directorwill retire by rotation at the ensuing AGM and being eligible offer himself forre-appointment.
Key Managerial Personnel
There has been no change of key managerial personnel during the year under review.
The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1)on 'Meeting of the Board of DirectorsRs and Secretarial Standard - 2 (SS-2) on 'GeneralMeetingRs and both the Secretarial Standards have been approved by the Central Governmentunder Section 118(10) of the Act. Pursuant to the provisions of Section 118(10) of theAct it is mandatory for the Company to observe the secretarial standards with respect toBoard Meeting and General Meeting. The Company has adopted and followed the set ofprinciples prescribed in the respective Secretarial Standards for convening and conductingMeetings of Board of Directors General Meeting and matters related thereto. The Directorshave devised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards and that such systems are adequate and operating effectively.
STATUTORY AUDITORS & AUDITORSRs REPORT
M/s. S. K. Agrawal and Co. Chartered Accountants (Firm Registration No. 306033E) hadbeen appointed as statutory auditors of the Company at the 33rd Annual General Meeting ofthe Company held on 22nd September 2017 for a term of five consecutive years to holdoffice from the conclusion of the 33rd Annual General Meeting till the conclusion of 38thAnnual General Meeting of the Company to be held for the Financial Year 2021-22 subjectto the ratification by the members of the Company at every subsequent Annual GeneralMeeting on such remuneration as may be determined by the Board of Directors based on therecommendation of the Audit Committee and mutually agreed by the Statutory Auditors inaddition to the reimbursement of out of pocket expenses as may be incurred by them for thepurpose of audit.
The First Proviso of the Section 139(1) of the Act has been omitted pursuant to theCompanies (Amendment) Act 2017 and therefore the requirement of placing the matterrelating to appointment of auditor for ratification by members at every Annual GeneralMeeting has been done away. As authorized by the shareholders at the 33rd AGM the Boardof Directors on the recommendation of the Audit Committee has approved the remunerationpayable to M/s. S. K. Agrawal and Co. Chartered Accountants for the financial year2019-20.
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 self- explanatory and give complete information.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 read with Regulation 24A of the ListingRegulations the Board of Directors of the Company had appointed M/s Vinod Kothari &Company Practising Company Secretaries as Secretarial Auditor to conduct SecretarialAudit of the Company for the financial year 2018-19.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for thefinancial year ended 31st March 2019 forms part of the DirectorsRs 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.
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019 has specifiedthat the listed entities shall additionally on an annual basis require a check by aCompany Secretary in Practice on compliance of all applicable SEBI Regulations andcirculars/ guidelines issued thereunder and accordingly your Company has appointed M/s. PS& Associates Practicing Company Secretaries to carry out necessary audit. Acertificate received from M/s. PS & Associates Practicing Company Secretaries wasplaced before the Board and will be filed with the Stock Exchanges where the securities ofthe Company are listed.
The provisions of Section 148 of Act and the relevant rules made thereunder are notapplicable to your Company and hence there is no requirement for appointing Cost Auditorsfor the Financial Year 2018-19.
There was no fraud reported by the Auditors of the Company under Section 143(12) of theAct to the Audit Committee or the Board of Directors during the Financial Year underreview.
DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME
During the year under review your Company has not provided any employee stock option /purchase scheme.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS MADE UNDER Section 186 OF THE ACT
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 12 &13).
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
In compliance with the provisions of the Act and the Listing Regulations each RelatedParty Transaction (RPT) is placed before the Audit Committee for prior approval. A prioromnibus approval of the Audit Committee is obtained on a yearly basis for the transactionswhich are foreseen and repetitive in nature. The transactions pursuant to the omnibusapproval so granted is subject to audit and a detailed quarterly statement of all RPTs isplaced before the Audit Committee for its review. The quarterly statement is supported bya Certificate duly signed by the Chief Financial Officer. The policy on RPTs as approvedby the Board is available on the Company's website at http://www.manaksia.com/images/pdf/Related_Party_Policy_Manaksia.pdf
During the year under review all RPTs were on Arm's Length Price basis and in theOrdinary Course of Business. Particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Act in the prescribed Form AOC-2 forms part of thisAnnual Report.
During the year under review the Company has entered into transactions with SumoSteels Limited a related party of the Company amounting to Rs. 1183.16 Lakhs whichmarginally exceeded 10% of the total annual turnover of the Company as per the auditedbalance sheet of the Company as at 31st March 2018. It was not anticipated by the Companyearlier and was arising out of regular business operations. Since the value oftransaction with Sumo Steels Limited has marginally exceeded the limit and therebybecoming material related party transaction the Board seeks your approval at theforthcoming Annual General Meeting. There was no other material RPT entered into by theCompany with Promoters Directors KMPs or other designated persons during FY 2018-19.
Approval of shareholders at the ensuing AGM is being sought for three material RPTsproposed to be entered into by the Company during the Financial Year 2019-20. The detailsof the proposed material RPTs pursuant to Rule 15 of the Companies (Board and its Powers)Rules 2014 will be provided in the Notice convening the 35th AGM.
There are no materially significant transactions entered into by your Company withpromoters which may have potential conflict with the interest of the Company at large.
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 EXCHANGES 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 a 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 Actread with the Regulation 18 of the Listing Regulations has in place an Audit Committee.The Committee focuses on certain specific areas and make informed decisions in line withthe delegated authority and function according to the roles and defined scope. The detailsof composition terms of reference and number of meetings held for the Committee areprovided in the Corporate Governance Report.
There were no such instances wherein the Board had not accepted recommendations of theAudit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Company pursuant to the requirement of provisions of Section 178(1) of the Actread with the Regulation 19 of the Listing Regulations has in place the Nomination andRemuneration Committee. The details of composition terms of reference and number ofmeetings held for the Committee are provided in the Corporate Governance Report.
The Company pursuant to provisions of Section 178 of the Act and Regulation 19 readwith Para A of Part D of Schedule II of the Listing Regulations upon recommendation ofNomination and Remuneration Committee has devised a Remuneration Policy applicable to allExecutives of the Company i.e. Directors Key Managerial Personnel and Senior Management.The said policy forms part of this Report and marked as 'Annexure E'.
There were no such instances wherein the Board had not accepted recommendations of theNomination and Remuneration Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of Section 178(5) of the Act read with Regulation 20 ofthe Listing Regulations the Company has in place the Stakeholders Relationship Committee.The details of composition terms of reference and number of meetings held for theCommittee are 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 and Rules made thereunder. The composition and thedetailed terms of reference of the CSR Committee are provided in the Corporate GovernanceReport. The CSR activities are inter-alia focused on Rural Development LivestockDevelopment Promotion of Education Protecting Fauna Health Care and ReducingInequalities faced by socially and economically backward groups.
The report on CSR activities pursuant to clause (o) of sub-Section (3) of Section 134of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules2014 forms part of this report and marked as Annexure - 'F'.
The Company has formulated a CSR Policy indicating the activities to be undertaken bythe Company. The Policy has also been uploaded on the Company's website and the weblinkthereto is: http://www.manaksia.com/images/pdf/CSR_Policy_Manaksia.pdf
There were no such instances wherein the Board had not accepted recommendations of theCSR Committee.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEAL) ACT 2013
The Company has constituted Internal Complaint Committee in compliance with theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
As per the Policy any employee may report his / her complaint to the InternalComplaint Committee formed for this purpose. The Company affirms that during the yearunder review adequate access was provided to any complainant who wished to register acomplaint under the Policy. During the year the Company has not received any complaint onsexual harassment.
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 Act and Regulation 25 of the Listing Regulations readwith Guidance Note on Board Evaluation of SEBI dated 5th January 2017 the Nomination andRemuneration 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 Committees and of Directors individually by way ofindividual and collective feedback from Directors. Further pursuant to Para VII ofSchedule IV of the Act 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 14th February 2019 to inter aliaperform the following:
Review the performance of Non-Independent Directors and the Board as a whole;
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 Independent Directors has been done bythe entire Board of Directors which includes performance of the Directors and fulfillmentof the independence criteria and their independence from the management as specified inthe Listing Regulations.
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 FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of Listing Regulations your Company is required toconduct Familiarization Programme for Independent Directors (IDs) to familiarize themabout your Company including nature of industry in which your Company operates businessmodel of your Company roles rights and responsibilities of IDs and any other relevantinformation. Further pursuant to Regulation 46 of Listing Regulations your Company isrequired to disseminate on its website details of familiarization programme imparted toIDs including the details of
i) number of programmes attended by IDs (during the year and on a cumulative basis tilldate)
ii) number of hours spent by IDs in such programmes (during the year and on acumulative basis till date) and
iii) other relevant details. Familiarization programme undertaken for IndependentDirectors is provided at the following weblink:http://www.manaksia.com/pdf/Familiarization-Programme-08052019.pdf
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act 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
The Revenue from operations of the Company for FY 2018-19 stood at Rs 16104.93 Lacs(Previous Year: Rs 13738.69 Lacs). During the year the Company had a net profit of Rs640.89 Lacs (Previous Year: Rs 407.72 Lacs).
Manaksia Overseas Limited
During the year under review the Company had a net loss of Rs 0.21 Lacs in FY 2018-19(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 0.27 Lacs in FY 2018-19(Previous Year: net loss of Rs 0.21 Lacs).
The Revenue of the Company for the year ended 31st December 2018 stood at Naira287030.95 Lacs (equivalent to Rs 65305.34 Lacs). During the year ended 31st December 2018the Company had a net profit of Naira 26480.99 Lacs (equivalent to Rs 6024.96 Lacs).
Jebba Paper Mills Limited
This Company is subsidiary of MINL Limited. The Revenue of the Company for the yearended 31st December 2018 stood at Naira 65136.89 Lacs (equivalent to Rs 14819.96 Lacs).During the year ended 31st December 2018 the Company had a net profit of Naira 9440.02Lacs (equivalent to Rs 2147.79 Lacs).
Dynatech Industries Ghana Limited
The Revenue of the Company for the year ended 31st December 2018 stood at CEDI 200.49Lacs (equivalent to Rs 3004.87 Lacs). During the year ended 31st December 2018 theCompany had a net loss of CEDI 11.09 Lacs (equivalent to Rs 166.20 Lacs).
Except as stated hereinabove the Company does not have any joint venture or associateCompany during the year under review.
MATERIAL SUBSIDIARY COMPANIES
In accordance with Regulation 16(1) (c) of the Listing Regulations (as amended)material subsidiary shall mean a subsidiary whose income or net worth exceeds ten percentof the consolidated income or net worth respectively of the listed entity and itssubsidiaries in the immediately preceding accounting year. MINL Limited and Jebba PaperMills Limited are the foreign material subsidiaries and Mark Steels Limited is theUnlisted Indian Material Subsidiary of the Company for the Financial Year 2018-19 underreview. Further in terms of the Regulation 24A of the Listing Regulations materialunlisted subsidiary incorporated in India need to undertake Secretarial Audit. Incompliance with the requirement of Regulation 24A of Listing Regulations M/s. PS &Associates Practising Company Secretaries has been appointed as the Secretarial Auditorin Mark Steels Limited. A copy of the said Secretarial Audit Report forms part of thisReport and marked as Annexure - H.
Further in terms of Regulation 24(1) of Listing Regulations at least one IndependentDirector on the Board of Directors of the Company shall be a director on the Board ofDirectors of an unlisted material subsidiary whether incorporated in India or not. Forthe purpose of Regulation 24(1) of the Listing Regulations material subsidiary means asubsidiary whose income or net worth exceeds twenty percent of the consolidated income ornet worth respectively of the Company and its subsidiary companies in the immediatelypreceding accounting year. MINL Limited is the material subsidiary of the Company in termsof the Regulation 24(1) of the Listing Regulations. The Board of Directors based on therecommendation of the Audit Committee has recommended Dr. Kali Kumar ChaudhuriIndependent Director on the Board to be appointed as a Director on the Board of MINLLimited and accordingly Dr. Chaudhuri has been appointed as a Director on the Board ofMINL Limited with effect from 29th March 2019.
Your Company has formulated a Policy for determining Material Subsidiaries inaccordance with Listing Regulations and the said Policy for determining MaterialSubsidiaries is available 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 Financial Yearunder review in terms of the provisions of Chapter V of the Act.
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 and itsoperations 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 the AuditCommittee in its meeting held on 16th May 2018 has appointed M/s NKAS & Associates(Formerly Namita Kedia & Associates) Chartered Accountants as Internal Auditors ofthe Company for the financial year 2018-19.
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 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's policies including Code of Conduct without fear ofreprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded onCompany's website and the weblink is:http://www.manaksia.com/pdf/Whistle_Blower_Policy_manaksia.pdf
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 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of the DirectorsRs Reportand 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 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and hence no disclosure is required to be made in the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance wih the provisions of the Act and Listing Regulations the ConsolidatedFinancial Statement of the Company and its subsidiaries are attached. The ConsolidatedFinancial Statement has been prepared in accordance with the applicable accountingstandards issues by the Institute of Chartered Accountants of India and shows thefinancial resources assets liabilities income profits and other details of the Companyand 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 Governments 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.
| ||For and on behalf of the Board of Directors || |
| ||Suresh Kumar Agrawal ||Vineet Agrawal |
|Place : Kolkata ||Managing Director ||Director |
|Dated : 18th May 2019 ||DIN: 00520769 ||DIN: 00441223 |