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Manaksia Aluminium Company Ltd.

BSE: 539045 Sector: Metals & Mining
NSE: MANAKALUCO ISIN Code: INE859Q01017
BSE 00:00 | 01 Jul 20.95 -0.30
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NSE 00:00 | 01 Jul 20.70 -0.40
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OPEN 21.25
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VOLUME 3725
52-Week high 33.85
52-Week low 15.75
P/E 18.38
Mkt Cap.(Rs cr) 137
Buy Price 0.00
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Sell Price 0.00
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OPEN 21.25
CLOSE 21.25
VOLUME 3725
52-Week high 33.85
52-Week low 15.75
P/E 18.38
Mkt Cap.(Rs cr) 137
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manaksia Aluminium Company Ltd. (MANAKALUCO) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 11th (Eleventh) Annual Report on the businessand operations of the Company together with the Audited Financial Statements of theCompany for the financial year ended 31st March 2021.

FINANCIAL HIGHLIGHTS : (? in lacs)

Particulars 2020-21 2019-20
Revenue from Operation 27162.76 28129.54
Profit Before Tax (399.48) 512.09
Add/(Less): Tax Expenses
Current Tax - -
Deferred Tax 83.19 (163.19)
MAT Credit Entitlement - 91.17
Profit After Tax (316.29) 584.12
Other Comprehensive Income 17.27 (12.48)
Total Comprehensive Income for the year (299.02) 571.64
Balance brought forward from previous year 83.74 (477.47)
Tax pertaining to earlier years 2.65 21.72
Expenses pertaining to earlier years (11.82) (44.63)
Surplus/ (Deficit) carried to Balance Sheet (241.73) 83.74

OPERATIONS AND BUSINESS PERFORMANCE

Instead of severe effect of the pandemic the Company was able to sustain the turnovertrack and its revenue from operations declined marginally from ? 28129.54 Lakhs of theprevious year to ? 27162.76 Lakhs during the year. However due to several factors marredwith the current slow down in economy the Company inspite of its best efforts fails toregister profit during the year under report. However the Company is improving itsperformance day-by-day and is expected to turn around the wheel this year as Company isnow making profit on quarter to quarter basis.

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Company expects to increase its revenue and the profitability during the year asthe business has started showing growth and the economy as a whole has moved to itsrevival and future of the Company looks very bright. There is no dearth of demand and theCompany is well shaped to cope up itself with the market expectations.

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.

DIVIDEND

In view of the current los during the year under report and to conserve the resourcesof the Company for future growth and business diversification the Board of Directors havenot recommended any dividend for the Financial Year 2020-21.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to the GeneralReserve Account. SUBSIDIARY / JOINT VENTURES / ASSOCIATES

The Company had no subsidiary / joint venture /associate during the year under review.

CAPITAL & DEBT STRUCTURE

The paid-up Equity Share Capital of the Company as at 31st March 2021 stood at ?655.34 lacs divided into 65534050 equity shares of Re. 1 each. There is no change in thecapital structure of the Company.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the FinancialYear 2020-21.

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the Financial Year 2020-21.

C) Issue of employee stock options

The Company did not issue employee stock options during the Financial Year 2020-21.

D) Provisions of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.

The Company does not have a scheme for purchase of its own shares by employees or bytrustees for the benefit of employees.

E) Issue of Debentures Bonds Warrants or any non-convertible securities

The Company did not issue Debentures Bonds Warrants or Non-convertible securitiesduring the Financial Year 2020-21.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4)read with Para F of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") forms part of the Corporate Governance Report.

DETAILS PERTAINING TO CREDIT RATINGS

Credits rating in terms of Regulation 34(3) read with Para C of Schedule V of theListing Regulations are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Regulation 34(2) readwith Para B of Schedule V of the Listing Regulations on the operations of the Company asrequired under the Listing Regulations is provided in a separate section and forms anintegral part of this Annual Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 (HEREINAFTER REFERRED TO AS"ACT") IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWNSHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

No such instance took place during the year under review.

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 affecting the financial position of theCompany which have occurred between the end of the financial year 2020-21 and the date ofthis report. However the impact on the financial performance of the Company caused due tothe outbreak of COVID-19 virus pandemic is mentioned separately in the notes to thefinancial results of the Company and Disclosure of Material Impact Of COVID-19 Pandemic asdisclosed under SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015is also published on the website of the Company under the given weblink:http://www.manaksiaaluminium.com/upload/media/lmpactfinal.pdf

OUTBREAK OF COVID-19 PANDEMIC

Towards the end of the financial year 2019-20 the World Health Organisation (WHO)declared Covid-19 a pandemic. Covid-19 is seen having an unprecedented impact on peopleand economies worldwide. The outbreak of Covid-19 pandemic had a moderate to high impacton the businesses of the Company. The Company is taking all necessary measures in terms ofmitigating the impact of the challenges being faced in the business. It is focused onsafety of employees and other stakeholders controlling the fixed costs maintainingliquidity and closely monitoring the supply chain to ensure that the manufacturingfacilities operate smoothly.

The offices were temporarily shut down during late March 2020 when lockdown wasannounced by Government of India and the plant was partially re-opened in the last week ofMarch 2020 after obtaining requisite government approvals. During this lockdown periodthe Company implemented Work From Home (WFH) policy for all the employees. The Companyobserved all the government advisories and guidelines thoroughly in letter and spirit.

ANNUAL RETURN

The Annual Return as on 31.03.2021 as provided under Section 92(3) of the CompaniesAct 2013 and as prescribed in Form No. MGT-7 of the Companies (Management andAdministration) Rules 2014 is available on the website of the company and can beaccessed at https://www.manaksiaaluminium.com/upload/media/Annual%20Return_2020- 21.pdf

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerelyand discloses timely and accurate information regarding the operations and performance ofthe Company.

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing RegulationsReport on the Corporate Governance along with a certificate from the Statutory Auditors ofthe Company confirming compliance with the conditions of the Corporate Governance isannexed as Annexure-‘A’.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

5 (Five) meetings of the Board of Directors were held during the Financial Year2020-21. The details of number of meetings of Board of Directors held during the year havebeen provided in the Corporate Governance Report forming part of this Directors’Report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standard and allthe Secretarial Standards have been approved by the Central Government under section118(10) of the Companies Act 2013. Pursuant to the provisions of section 118(10) of theCompanies Act 2013 it is mandatory for the company to observe the secretarial standardswith respect to Board Meeting and General Meeting. The Company has adopted and followedthe set of principles prescribed in the respective Secretarial Standards for convening andconducting Meetings of Board of Directors General Meeting and matters related thereto.The Directors have devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards and that such systems are adequate and operatingeffectively.

The Company is in compliance with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India New Delhi.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Directors of the Company statethat:

a) in the preparation of the annual accounts for the year ended 31st March 2021 theapplicable Accounting Standards had been followed along with proper explanations relatingto material departures if any;

b) the Directors had adopted such accounting policies and applied them consistently andmade judgements and estimates in a reasonable and prudent manner 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 loss 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.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

Mr.Ajay Kumar Chakraborty (DIN: 00133604) Mr. ChandanAmbaly (DIN: 08456058) Ms.Suprity Biswas (DIN: 08671365) and Mr. Shuvendu Sekhar Mohanty (DIN: 03523039) areIndependent Directors on the Board of the Company as on 31st March 2021.

The Company has received declarations from the Independent Directors confirming thatthey meet the criteria of independence as prescribed under the provisions of the Section149 of the Act read with the Schedules and Rules issued thereunder as well as clause (b)of sub-regulation (1) of Regulation 16 and sub-regulation (8) of Regulation 25 of theListing Regulations (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force).

They have also registered themselves in the databank with the Institute of CorporateAffairs of India as an Independent Director as per Rule 6(1) of the Companies (Appointmentand Qualifications of Directors) Rules 2014.

The Board of Directors of the Company has reviewed the disclosures of independencesubmitted by the Independent Directors and is of the opinion that the IndependentDirectors fulfill the conditions specified in the Act and Listing Regulations and areindependent of the management.

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act. Further the Independent Directors have also compliedwith Code of Conduct for Directors and Senior Management Personnel formulated by theCompany.

COMPLAINCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

All directors and senior management have affirmed compliance with the Code of Conductfor the Board of Directors and Senior Management. A declaration to that effect is attachedwith the Corporate Governance Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Act and Article 87 of theArticles of Association of the Company Mr. Anirudha Agrawal (DIN: 06537905) Director ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

The Board based on the recommendation of Nomination & Remuneration Committee at itsmeeting held on 21 st January 2020 and after taking into consideration their expertiseknowledge in their respective field which maybe beneficial to the Company withtheirvaluable inputs in the long run the Board has appointed Mr. Dipak Bhattacharjee(DIN: 08665337) as Whole-time Director (Additonal) for a term of 3 (Three) years w.e.f.1st February 2020 and Ms. Suprity Biswas (DIN: 08671365) as Non-Executive IndependentDirector (Additional) for a term of 5 (Five) years w.e.f. 21st January 2020 which wasapproved by shareholders in the Annual General Meeting held on 24th September 2020.

Mr. Sunil Kumar Agrawal (DIN: 00091784) was appointed as the Managing Director of theCompany with effect from 23rd November 2014 for a period of three years. Subsequently hewas re-appointed for a further period of three years with effect from 23rd November 2017.Accordingly pursuant to the recommendation of Nomination & Remuneration Committee andAudit Committee and after taking into consideration expertise knowledge in respectivefield which is beneficial to the Company in the long run experience and valuable inputsthe Directors provide to the Company the Board of Directors at its meeting held on 14thAugust 2020 has re-evaluated the tenure and has approved the re-appointment of Mr. SunilKumar Agrawal as Managing Director of the Company liable to retire by rotation for a termof 3 (Three) years w.e.f. 23rd November 2020 respectively which was also approved byshareholders in the Annual General Meeting held on 24th September 2020.

The Board further based on the recommendation of Nomination & RemunerationCommittee at its meeting held on 14th August 2020 and after taking into considerationtheir expertise knowledge in their respective field which may be beneficial to theCompany with their valuable inputs in the long run the Board has approved the appointmentof Mr. Shuvendu Sekhar Mohanty (DIN: 03523039) as Non-Executive Independent Director for aterm of 5 (Five) years w.e.f 01 st October 2020 which was also approved by shareholdersin the Annual General Meeting held on 24th September 2020.

Mr. Vineet Agrawal Non-Executive Director of the Company has attracted the provisionof Section 167(1)(b) of the Companies Act 2013 as he fails to attend any meeting of theBoard of Directors of the Company during a period of twelve months and accordingly ceasesto be the director of the Company w.e.f 18th June 2021.

STATUTORY AUDITORS

Members of the Company at the 9th AGM held on 24th September 2019 approvedappointment of M/s. Dangi Jain & Co. Chartered Accountants (Firm Registration No.308108E) as the Statutory Auditors of the Company for a term of 5 years to hold the officefrom the conclusion of 9th AGM till the conclusion of 14th AGM of the Company. Therequirement to place the matter relating to appointment of auditors for ratification byMembers at every AGM has been done away by the Companies (Amendment) Act 2017 with effectfrom 7th May 2018. Accordingly no resolution is being proposed for ratification ofappointment of statutory auditors at the 11th AGM.

M/s. Dangi Jain & Co. have confirmed that they are within the limits specifiedunder Section 141(3)(g) of the Companies Act 2013 and they are not disqualified to act asStatutory Auditors in terms of the provisions of Sections 139 and 141 of the CompaniesAct 2013 and the Companies (Audit and Auditors) Rules 2014.

As required under Regulation 33(1 )(d) of Listing Regulations M/s. Dangi Jain &Co. have confirmed that they hold a valid certificate issued by the Peer Review Board ofthe Institute of Chartered Accountants of India.

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 inAuditor’s Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of theCompany had appointed Mr. Asit Kumar Labh (CP No. 14664) Practising Company Secretary asa Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year2020-21.

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for theFinancial Year ended 31 st March 2021 forms part of the Directors Report and annexed asAnnexure- ‘B’.

The Secretarial Auditors Report of the Company does not contain any qualificationreservation adverse remark or disclaimer that may call for any explanation from theDirectors.

COST AUDITORS

As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records for few of its products and accordingly such accounts are made andrecords have been maintained by the Company.

The Board of Directors of the Company on the recommendations made by the AuditCommittee has appointed M/s. S. Chhaparia & Associates. CostAccountants as theCostAuditors of the Company to conduct the audit of cost records for the FY 2021-22 inaccordance with Section 148 of the Act read with Companies (Cost Records and Audit) Rules2014 at a remuneration of ? 100000/- plus reimbursement of out-of-pocket expenses atactuals and applicable taxes. The remuneration to be paid to the Cost Auditor needs to beratified by the shareholders at the ensuing Annual General Meeting of the Company.

A resolution seeking Member's approval for ratification of the remuneration payable tothe Cost Auditor forms part of the Notice of the Annual General Meeting and the same isrecommended for your consideration.

Relevant cost audit report for the year 2019-20 was submitted to the Central Governmentwithin stipulated time and was free from any qualification or adverse remarks. The CostAudit Report for the Financial Year 2020-21 has been reviewed by the Board of Directors atits meeting held on 13th August 2021 and the same will be filed with Central Governmentwithin stipulated time. The said report is free from any qualification or adverse remarks.

INTERNAL AUDITORS

The Board of Directors of the Company on the recommendations made by the AuditCommittee has re-appointed M/s. S. Bhalotia & Associates. (FRN: 325040E) CharteredAccountants as Internal Auditors of the Company for the FY 202122 in accordance withSection 138 of the Act read with the Companies (Accounts) Rules 2014.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company u/s 143(12) of the Act tothe Audit Committee or the Board of Directors during the year under review.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review your Company has not provided any employee stock option /purchase scheme. PARTICUALARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans made any investments or given any guarantee asstipulated under the provisions of Section 186 of the Act during the financial year2020-21.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 related party transactions are placed before the Audit Committee forapproval. Wherever required prior approval of the Audit Committee is obtained on anomnibus basis for continuous transactions and the corresponding actual transactions becomea subject of review at subsequent Audit Committee Meetings. The transactions entered intopursuant to the omnibus approval so granted are reviewed by the Audit Committee and astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval on a quarterly basis.

All related party transactions/arrangements entered into by the Company during the yearwere on an arm's length basis and in the ordinary course of business.

There were no materially significant related party transactions entered into by theCompany during the year under review which could conflict with the interest of the Companyas a whole and as such disclosure in Form AOC-2 pursuant to Rule 8(2) of the Companies(Accounts) Rules 2014 has not been made.

The policy on Related Party Transactions as approved by the Board of Directors of theCompany may be accessed on the Company's website www.manaksiaaluminium.com and the weblinkthereto is http://www.manaksiaaluminium.com/ pdf/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANIDNG DURING THE FINANCIAL YEAR ASREQUIRED UNDER SCHEDULE V OF THE LISITNG REGULATIONS

The details of Related Party disclosures with respect to loans/ advances/ investmentsat the year end and maximum outstanding amount thereof during the year as required underPart A 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-‘C’.

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.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors of the Company are responsible for framingimplementing and monitoring the risk management plans of the Company. The Company has a"Risk Management Policy1' to identify risks associated with the Companyassess its impact and take appropriate corrective steps to minimize the risks that maythreaten the existence of the Company. It helps in safeguarding the organization fromvarious risks through adequate and timely actions. The Company manages monitors andreports on its risks and uncertainties that can impact its ability to achieve itsobjectives. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee Nomination & RemunerationCommittee Stakeholders Relationship Committee and Corporate Social ResponsibilityCommittee to deal with specific areas/activities that need a closer review and to have anappropriate structure for discharging of its responsibilities.

AUDIT COMMITTEE

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 Audit Committeecomprising of 4 (Four) members. The Committee is chaired by Mr. Ajay Kumar Chakraborty(DIN: 00133604) Independent Director. Mr. ChandanAmbaly (DIN: 08456058) IndependentDirector Ms. Suprity Biswas (DIN: 08671365) Independent Director and Mr. Sunil KumarAgrawal (DIN: 00091784) Managing Director are the other Members as on 31.03.2021. Mr.AshokAgarwal Chief Financial Officer was a permanent invitee to the Meetings. Mr. VivekJain the Company Secretary acts as a Secretary to the Committee.

The details of composition terms of reference and number of meetings held for theCommittee is provided in the Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and allrecommendations of the Audit Committee made during the year were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the requirement of the provisions of Section 178(1) of the Actread with the Regulation 19 of the Listing Regulations has in place Nomination &Remuneration Committee comprising of 4 (Four) members. The Committee was chaired by Ms.Suprity Biswas (DIN: 08671365). Mr. ChandanAmbaly (DIN: 08456058) Mr. Ajay KumarChakraborty (DIN: 00133604) and Mr. Anirudha Agrawal (DIN: 06537905) Non-ExecutiveDirector are the other Members as on 31.03.2021.

The details of composition terms of reference and number of meetings held for theCommittee is provided in the Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and allrecommendations of the Nomination & Remuneration Committee made during the year wereaccepted by the Board.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Company has formulated and adopted Remuneration Policy which is reviewed andrevised from time to time by the Board of Directors taking any amended clause intoconsideration in accordance with the provisions of Section 178 of the Act and Regulation19 read with Para A of Part D of Schedule II of Listing Regulations. The Company has alsoformulated the Criteria of making payment to Non-Executive Directors including IndependentDirectors the website link for which has been provided in Corporate Governance Report.

The said Policy of the Company inter alia formulates the criteria for appointment ofExecutive Non-Executive and Independent Directors on the Board of Directors of theCompany and persons in the Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of Directors and suchother matters as provided under sub-section (3) of Section 178 of the Act.

The policy aims to attract retain and motivate qualified people at the executive andat the board levels and ensures that the interests of Board members & seniorexecutives are aligned with the business strategy objectives values and longterminterests of the Company.

The policy contains detailed criteria for selection and appointment of the Boardmembers and other executive members and also lays down the compensation structure ofNon-Executive Directors Executive Directors Key Managerial Personnel(s) and SeniorManagement Personnel(s).The said policy was revised by the Board of Directors in itsmeeting held on 08th June 2021 which forms part of the Directors Report and marked asAnnexure-‘D’.

The policy is also available at the following weblink:http://www.manaksiaaluminium.com/pdf/REMUNERATION- POLICY.pdf.

The Board of Directors of the Company in its meeting held on 13th August 2021 onrecommendation of Nomination & Remuneration Committee has approved to pay remunerationto Non-Executive Independent Directors of the Company w.e.f 01st August 2021 subject toapproval of shareholders in the Annual General Meeting of the Company. The detailsjustification for paying the remuneration has been provided in the 11th Notice of AnnualGeneral Meeting of the Company.

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 Committeecomprising of 3 (Three) members. The Committee is chaired by Mr. Chandan Ambaly (DIN:08456058) - Independent Director. Mr. Anirudha Agrawal (DIN: 06537905) - Non-ExecutiveDirector and Mr. Vineet Agrawal (DIN: 00441223) - Non-Executive Director are the othermembers as on 31.03.2021.

The details of composition terms of reference and number of meetings held for theCommittee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section 135 of the CompaniesAct 2013 the Company has constituted a CSR Committee. The Company has also formulated aCSR Policy which is available on Company's website athttps://www.manaksiaaluminium.com/upload/media/jan_2021/Corporate%20Social%20Responsibility%20Policy.pdf

During the year under review in compliance with the provisions of Section 135 of theCompanies Act 2013 the Companies (Corporate Social Responsibility) Rules 2014 and thevarious notifications/circulars issued by the Ministry of Corporate Affairs the Companyhas contributed the eligible amount through implementing agency engaged in activitiesspecified in Schedule VII of the Companies Act 2013. The salient features of the CSRpolicy along with the Report on CSR activities are given in Annexure-‘E’ to thisDirectors’ Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations read with GuidanceNote on Board Evaluation of SEBI dated 5th January 2017 the Nomination &Remuneration Committee has laid down the criteria for performance evaluation in astructured questionnaire form after taking into consideration various aspects of the Boardfunctioning composition of the Board and its Committees culture execution diligenceintegrity awareness and performance of specific laws duties obligations and governanceon the basis of which the Board has carried out the annual evaluation of its ownperformance the performance of Board Committee and of Directors individually.

The performance of the Board and individual Directors was evaluated by the Boardseeking feedback from all the Directors. The performance of the Committees was evaluatedby the Board seeking views from the Committee Members. As per Para VII of Schedule IV ofthe Act the Independent Directors of the Company without the participation ofNon-Independent Directors and members of management in their separate meeting held on11th November 2020 have reviewed the performance of:

• Non-Independent Directors and the Board as a whole;

• the Chairman of the Company taking into account the views of Executive Directorsand Non Executive Directors.

• assessed the quality quantity and timeliness of flow of information between thecompany management and the board that is necessary for the board to effectively andreasonably perform their duties.

The review of performance of Non-Independent Directors was done after discussing withthem on various parameters such as skill competence experience degree of engagementideas and planning etc. The Board performance was reviewed on various parameters such asadequacy of the composition of the Board Board culture appropriateness of qualification& expertise of Board members process of identification and appointment of IndependentDirectors interpersonal skills ability to act proactively managing conflicts managingcrisis situations diversity in the knowledge and related industry expertise roles andresponsibilities of Board members appropriate utilization of talents and skills of Boardmembers etc. The evaluation of the Chairman of the Company was conducted on variousparameters such as leadership quality capability availability clarity ofunderstanding 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

In terms of Regulation 25(7) of Listing Regulations your Company is required to conductFamiliarisation Programme for Independent Directors to familiarise them about your Companyincluding nature of industry in which your Company

operates business model of your Company roles rights and responsibilities of IDs andany other relevant information. Further pursuant to Regulation 46 of the ListingRegulations your Company is required to disseminate on its website details offamiliarisation programme imparted to IDs 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.

Accordingly the details of familiarization programme imparted to the IndependentDirectors is provided at the following weblink:https://www.manaksiaaluminium.com/pdf/Details-of-Familiarisation-Program-imparted-to-IDs-Aluminium.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under reviewin terms 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 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 to thefinancial 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 Company on the recommendation of Audit Committeehas M/s S Bhalotia & Associates Chartered Accountants as Internal Auditors of theCompany for FY 2020-21.

The Audit Committee reviews the Report submitted by the Internal Auditors. The AuditCommittee actively reviews the adequacy and effectiveness of the internal control systemsin this regard your Board confirms the following:

a. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.

b. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

c. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

d. The existing assets of the Company are verified/checked at reasonable intervals andappropriate action is taken with respect to any differences if any.

e. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company’s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of section 177(9) of the Act and Listing Regulationsthe Company has framed a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees to report genuine concerns about actual or suspected unethicalbehaviour mal practice wrongful conduct discrimination sexual harassment fraudviolation of the Company polices including Code of Conduct without fear ofreprisal/retaliation. The policy provides for adequate safeguards against victimization ofpersons who use such mechanism and provides for direct access to the Chairperson of theAudit Committee in appropriate cases. It is affirmed that no personnel of the Company hasbeen denied access to the Audit Committee. The policy is available on the website of theCompany at given weblink http://www.manaksiaaluminium.com/pdf/Whistle-Blower-Policy-11042019.pdf

During the year under review no cases of violations were reported under thismechanism.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at the workplace Inline with the provisions of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘the Act’) and Rules under it. YourCompany has complied with provisions relating to the constitution of an InternalComplaints Committee under the Act. The Internal Committee (IC) comprises of internalmembers and an external member who has extensive experience in the field.

During the year under review no case of sexual harassment was reported to the InternalComplaints Committee.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund.

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 applicable provisions of Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of the Directors Report and marked as Annexure-‘F’.

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.

CORPORATE INSOLVENCY INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC)

During the period under review neither any application under Corporate InsolvencyResolution Process was initiated nor any pending under the Insolvency and Bankruptcy Code2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF

During the period under review no such settlement took place.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all itsbusinesses. It is the endeavour of your Company to deploy resources in a balanced mannerso as 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.

For and on behalf of the Board of Directors
Sunil Kumar Agrawal Chandan Ambaly
Place : Kolkata Managing Director Director
Dated : 13th August 2021 DIN: 00091784 DIN: 08456058

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