Your Directors are pleased to present the Thirty Seventh Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended 31st March 2021.
| || || || ||(Rs. in Lacs) |
| || |
|PARTICULARS ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Total Revenue ||5639.57 ||11094.49 ||89368.28 ||91931.15 |
|Profit Before Tax (PBT) ||786.07 ||6573.88 ||9606.82 ||8764.72 |
|Less: Provision for Taxation ||365.43 ||1295.87 ||3145.49 ||2659.99 |
|Less: Share of Profit transferred to Minority Interest ||- ||- ||497.65 ||244.27 |
|Profit After Tax (PAT) ||420.64 ||5278.01 ||5963.68 ||5860.46 |
|Other Comprehensive Income (OCI) ||0.64 ||(2.79) ||(6256.62) ||(8350.44) |
|Total Comprehensive Income for the year ||421.28 ||5275.22 ||204.71 ||(2245.71) |
|Balance brought forward from previous year ||3031.95 ||4635.02 ||126067.56 ||127088.18 |
|Adjustments ||- ||- ||- ||- |
|Total (other than OCI) ||3452.59 ||9913.03 ||132031.24 ||132948.64 |
|Dividend on Equity Shares ||- ||6881.08 ||- ||6881.08 |
|Transfer to General Reserve ||- ||- ||- ||- |
|Surplus Carried to Balance Sheet ||3457.69 ||3031.95 ||132009.90 ||126067.56 |
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 of the Company at its meeting held on 15th June 2021 hadrecommended final dividend for the FY 2020-21 at the rate of 150% (i.e. Rs. 3.00 per shareon face value of Rs. 2/- each) amounting to Rs. 1966.02 Lacs subject to the approval ofshareholders at the ensuing Annual General Meeting of the Company.
No amount was required to be transferred to Investor Education and Protection Fund(IEPF) during the year under review.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors of the Company has formulated andadopted the Dividend Distribution Policy w.e.f. 15th June 2021. The said policy has alsobeen uploaded at the website of the Company and is available at the following weblink:https: //www.manaksia.com/pdf/Dividend % 20Distribution%20Policy.pdf
TRANSFER TO RESERVES
The Board at its Meeting held on 15 th June 2021 did not propose any amount fortransfer to the General Reserve.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March 2021 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 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time (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 BENEFIT OF EMPLOYEES
There was no such instance during the year under review.
OPERATIONS AND BUSINESS PERFORMANCE
The spread of COVID-19 has severely impacted businesses around the globe. In manycountries including India there has been severe disruption of regular businessoperations during first two quarters due to lockdowns disruptions in transportation andsupply chain travel bans quarantines social distancing and other emergency measures.The operations in the overseas subsidiaries of the Company situated at Nigeria and Ghanahave also been disrupted and the demand for product in those countries has dropped asnever before. Since Nigeria being an oil based economy fall in oil prices caused anacute paucity of foreign exchange in that country. Operation of the Company in the firstquarter of the year under review was adversely affected most due to the COVID - 19pandemic. Despite such adversities the performance of the overseas paper mill subsidiarywas commendable. The management is evaluating the situation very closely and constructivemeasures are being taken to consolidate its performance and to enhance bottom-lines. YourCompany has evaluated its liquidity position & recoverability and carrying values ofits assets and has concluded that no material adjustments are required at this stage inthe Financial Statements.
Further details of operation and business performance of the Company has beenelaborated in the 'Management Discussion and Analysis Report' forming part of this AnnualReport.
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.
BUSINESS RESPONSIBILITY REPORT (BRR)
The provisions of Regulation 34(2)(f) of the Listing Regulations read with the SEBICircular No. CIR/CFD/CMD/10/2015 dated November 4 2015 requires top one thousand listedentities based on market capitalization calculated as on 31st March of every financialyear to prepare and publish a Business Responsibility Report (BRR) describing theinitiatives taken by the Company from an environmental social and governance perspectivein the format as specified by the Board from time to time. Your company has voluntarilydrawn up its Business Responsibility Report as required under Regulation 34(2)(f) of theListing Regulations for the FY ended 31st March 2021. The Report is annexed to theBoard's Report and marked as Annexure - "A". The policy on BRR has alsobeen uploaded on the website of the Company at www.manaksia.com and is available at thefollowing weblink: https://www.manaksia.com/pdf/BRR%20Policy.pdf
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 to 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 202021 and the date of this report which can affect thefinancial position of the Company for the year under review.
Pursuant to Section 92(3) and 134(2)(a) of the Act draft Annual Return in Form MGT-7has been uploaded on the website of 7the Company and the web link thereto ishttps://www.manaksia.com/pdf/MGT-7_2020-21.pdf
The final Annual Return in Form MGT-7 as will be filed with the MCA as per theprovisions of the Company Act 2013 shall also be uploaded on the website of the Company
CORPORATE GOVERNANCE REPORT
The Company follows the corporate governance guidelines and best practices sincerelyand discloses timely and accurately adequate information regarding the operations andperformance of the Company.
Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations aReport on Corporate Governance along with a certificate from the Statutory Auditors of theCompany confirming compliance with the conditions of the Corporate Governance is formingpart of this report and marked as Annexure-"B".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Particulars relating to the number of meetings of Board of Directors of the Companyheld during the year have been provided in the Corporate Governance Report forming part ofthis Directors' 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 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 2020-21.
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 2021 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 year2020-21 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
Mr. Suresh Kumar Agrawal was re-appointed by the shareholders as Managing Director ofthe Company by way of passing a special resolution at the 36th AGM of the Company held on29th September 2020 for a further period of three years w.e.f. 23rd November 2020.
Mrs. Smita Khaitan Independent Woman Director of the Company had passed away onFriday May 21 2021. Mrs. Khaitan was associated with the Company for more than a decadetime. The Company has been immensely benefitted from her vision and guidance during hertenure of association with the Company. Mrs. Khaitan was also a member of Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee and CorporateSocial Responsibility Committee of Board of Directors of the 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. Sunil Kumar Agrawal Director of theCompany is liable to retire by rotation at the ensuing AGM and being eligible offershimself for re-appointment.
Key Managerial Personnel
There had been no change in the Key Managerial Personnel of the Company during the yearunder review.
The Company's Independent Directors have submitted requisite declarations confirmingthat they continue to meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directorshave also confirmed that they have complied with Schedule IV of the Act and the Company'sCode of Conduct.
All the Independent Directors of the Company have registered themselves with theIndependent Directors' Data Bank maintained by the Indian Institute of Corporate Affairs.In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment andQualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period oftwo year from the date of inclusion of their names in the data bank unless they fallwithin the exempted category. Mrs. Nidhi Baheti has successfully cleared the onlineproficiency self-assessment test on 21st April 2020. All other Independent Directors whoare not falling within exempted category will undertake the online self-assessmentproficiency test in due course.
The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1)on 'Meetings 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 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 & AUDITORS' REPORT
S K AGRAWAL AND CO. CHARTERED ACCOUNTANTS LLP (Previously S K. AGRAWAL AND CO.Chartered Accountants) (Firm Registration No. E300272) had been appointed as StatutoryAuditors of the Company at the 33rd Annual General Meeting of the Company held on 22ndSeptember 2017 for a term of five consecutive years to hold office from the conclusion ofthe 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of theCompany to be held for the Financial Year 2021-22 subject to ratification by the membersof the Company at every
subsequent Annual General Meeting on such remuneration as may be determined by theBoard of Directors based on the recommendation of the Audit Committee and mutually agreedbetween the Statutory Auditors and Company in addition to the reimbursement ofout-of-pocket expenses as may be incurred by them for the purpose of audit.
The first proviso of 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 S K AGRAWAL AND CO. CHARTERED ACCOUNTANTS LLP for the financial year 2020-21.
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 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 Auditors to conduct SecretarialAudit of the Company for the Financial Year 2020-21.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for thefinancial year ended 31st March 2021 forms part of the Directors' Report and marked 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 of the Company.
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.Bajaj Todi & Associates (formerly PS & Associates) Practicing Company Secretariesto carry out necessary audit for the FY 2020-21. A certificate received from M/s. BajajTodi & Associates Practicing Company Secretaries was placed before the Board and hadbeen filed with the Stock Exchanges where the securities of the Company are listed.
The provisions of Section 148 of the Act read with the Companies (Cost Records andAudit) Rules 2014 are not applicable to your Company and hence there is no requirementfor appointing Cost Auditors for the Financial Year 2020-21.
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 stockoption/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 9 13 &14).
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
In compliance with the provisions of the Act and Listing Regulations the Related PartyTransactions (RPTs) are placed before the Audit Committee for approval. The AuditCommittee had granted omnibus approval on yearly basis for the transactions which areforeseen and repetitive in nature. The transactions pursuant to the omnibus approval sogranted is subject to audit and a detailed quarterly statement of all RPTs is placedbefore the Audit Committee for its review. The quarterly statement is supported by aCertificate duly signed by the Chief Financial Officer. The policy on RPTs as approved bythe Board is available on the Company's website athttps://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.
There was no other material RPT entered into by the Company with Promoters DirectorsKMPs or other designated persons during the Financial Year 2020-21.
Approval of shareholders at the ensuing AGM is being sought for material RPTs proposedto be entered into by the Company during the Financial Year 2021-22. The details of theproposed material RPTs pursuant to Rule 15 of the Companies (Board and its Powers) Rules2014 will be provided in the Notice convening the 37th AGM of the Company.
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 EXCHANGE EARNINGSAND 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 Earnings 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 any 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 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 requirement of provisions of Section 177 of the Act readwith the Regulation 18 of the Listing Regulations has in place an Audit Committee. TheCommittee focuses on certain specific areas and makes informed decisions in line with thedelegated authority and function according to the roles and defined scope. The details ofcomposition terms of reference and number of meetings held for the Committee are providedin the Corporate Governance Report.
There was no such instance 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 Act readwith Regulation 19 of Listing Regulations has in place the Nomination and RemunerationCommittee. The details of composition terms of reference and number of meetings held forthe 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 was no such instance wherein the Board of Directors had not acceptedrecommendations of the Nomination 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 provisions ofSection 135 of the Companies Act 2013 is not applicable to the Company during the periodunder review however the Company has voluntarily contributed towards CSR activitieswhich is required to be taken as an excess spending under the Act and accordingly theCompany can set off the excess amount in the immediately next three financial years. TheCompany's CSR activities are inter-alia focused on Rural Development LivestockDevelopment Promotion of Education Protecting Fauna and Health Care.
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: https://www.manaksia.com/images/pdf/CSR_Policy_Manaksia.pdf
There was no such instance wherein the Board of Directors had not acceptedrecommendation of the CSR Committee.
RISK MANAGEMENT COMMITTEE
As required by the provisions of Regulation 21 of the Listing Regulations the Companyhas constituted Risk Management Committee. The details of composition terms of referenceand number of meetings held for the Committee are provided in the Corporate GovernanceReport.
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 Internal ComplaintCommittee formed for this purpose. The Company affirms that during the year under reviewadequate access was provided to any complainant who wished to register a complaint underthe Policy. During the year the Company has not received any complaint on sexualharassment.
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 July 2020 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 during the year under review and also concluded that no further action isrequired based on the current year's observations.
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 andon a cumulative basis till date) ii) number of hours spent by IDs in such programmes(during the year and on a cumulative basis till date) and iii) other relevant details.Familiarization programme undertaken for Independent Directors is provided at thefollowing weblink: https://www.manaksia.com/pdf/Familiarization-Programme-
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 asfollows:
Mark Steels Limited
The Revenue from operations of the Company for Financial Year 2020-21 stood at Rs.15876.63 Lacs (Previous Year: Rs. 13782.68 Lacs). During the year under review thecompany had a net profit of Rs. 1658.84 Lacs (Previous Year: Rs. 814.24 Lacs).
Manaksia Overseas Limited
During the year under review the Company had a net loss of Rs. 0.18 Lacs in FinancialYear 2020-21 (Previous Year: net loss of Rs. 0.23 Lacs).
Manaksia Ferro Industries Limited
During the year under review the Company had a net loss of Rs. 0.33 Lacs in FinancialYear 2020-21 (Previous Year: net loss of Rs. 0.37 Lacs).
The Revenue of the Company for the year ended 31st December 2020 stood at Naira267137.48 Lacs (equivalent to Rs. 51770.83 Lacs). During the year ended 31st December2020 the Company had a net profit of Naira 24565.52 Lacs (equivalent to Rs. 4760.76Lacs).
Jebba Paper Mills Limited
This Company is a subsidiary of MINL Limited. The Revenue of the Company for the yearended 31st December 2020 stood at Naira 60694.40 Lacs (equivalent to Rs. 11762.48 Lacs).During the year ended 31st December 2020 the Company had a net profit of Naira 9167.02Lacs (equivalent to Rs. 1776.55 Lacs).
Dynatech Industries Ghana Limited
This Company is a subsidiary of MINL Limited. The Revenue of the Company for the yearended 31st December 2020 stood at CEDI 63.08 Lacs (equivalent to Rs. 809.73 Lacs). Duringthe year ended 31st December 2020 the Company had a net loss of CEDI 11.63 Lacs(equivalent to Rs. 149.27 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 during the period under review. Furtherin terms of the Regulation 24A of the Listing Regulations material unlisted subsidiaryincorporated in India is required to undertake Secretarial Audit. In compliance of therequirement of Regulation 24A of Listing Regulations M/s. Bajaj Todi & AssociatesPractising Company Secretaries has been appointed as the Secretarial Auditors in MarkSteels Limited. A copy of the said Secretarial Audit Report forms part of this Report andmarked as Annexure-"G".
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 material subsidiary of the Company in terms ofRegulation 24(1) of the Listing Regulations. The Board based on the recommendation of theAudit Committee has appointed Mr. Kanad Purkayastha Independent Director of the Companyas Director on the Board of MINL Limited w.e.f. 1st August 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 finalManaksia.pdf
DETAILS OF ANY DOWNSTREAM INVESTMENT MADE BY THE COMPANY
The Company has not made any downstream investment during the year under review.
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.
DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR ALONGWITH THEIR STATUS AT THE END OF THE FINANCIALYEAR
During the Financial Year 2020-21 the Company has not made any application orproceeding which is pending under the Insolvency and Bankruptcy Code 2016.
DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEEROF.
There was no one time settlement made with the Banks or Financial Institutions duringthe Financial Year 2020-21 and accordingly no question arises for any difference betweenthe amount of the valuation done at the time of one time settlement and the valuation donewhile taking loan from Banks or Financial Institutions during the year under review.
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 have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively.
The Board to ensure the internal financial control of the Company are commensuratewith its size scale and complexities of its operations based on the recommendation ofthe Audit Committee at its meeting held on 14th July 2020 had appointed M/s AgrawalTondon & Co. Chartered Accountants as Internal Auditors of the Company for theFinancial Year 2020-21.
The Audit Committee reviews the Report submitted by the Internal Auditors. The AuditCommittee also actively reviews the adequacy and effectiveness of the internal controlsystems. In this regard your Board confirms the following:
1. Systems have been laid down to ensure that all transactions are executed inaccordance with management's general and specific authorization. There are well-laidmanuals for such general 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 provides for sufficient measures as tosafeguard Whistle Blower against any possible victimization. The Whistle BlowerPolicy/Vigil Mechanism has also been uploaded on Company'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 Directors' Reportand marked as Annexure - "H".
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 with the provisions of the Act and Listing Regulations the ConsolidatedFinancial Statements of the Company and its subsidiaries are attached. The ConsolidatedFinancial Statement has been prepared in accordance with the applicable accountingstandards issued 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 and State Governmentvarious 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 team-work 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 |
|Date: 15th June 2021 ||DIN: 00520769 ||DIN: 00441223 |