Your Directors are pleased to present the 10th (Tenth) Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended 31st March 2020.
FINANCIAL HIGHLIGHTS :
|Particulars ||2019-20 ||2018-19 |
|Revenue from Operation ||28129.54 ||27560.80 |
|Profit Before Tax ||512.09 ||402.71 |
|Add/(Less): Tax Expenses || || |
|Current Tax ||- ||(73.04) |
|Deferred Tax ||(163.19) ||341.92 |
|MAT Credit Entitlement ||91.17 ||61.00 |
|Profit After Tax ||584.12 ||732.59 |
|Other Comprehensive Income ||(12.48) ||(4.42) |
|Total Comprehensive Income for the year ||571.64 ||728.17 |
|Balance brought forward from previous year ||(477.47) ||(1210.06) |
|Tax pertaining to earlier years ||21.72 ||- |
|Expenses pertaining to earlier years ||(44.63) ||- |
|Surplus/ (Deficit) carried to Balance Sheet ||83.74 ||(477.47) |
More details on the financial statements of the Company along with other relevantinformation and financial ratios have been presented under the Management Discussion &Analysis section of this Annual Report.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Kindly refer to Management Discussion and Analysis Report' which forms part of theAnnual Report.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company during the year underreview.
To conserve the resources of the Company for future growth and businessdiversification the Board of Directors have not recommended any dividend for theFinancial Year 2019-20.
TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to the GeneralReserve Account.
CAPITAL & DEBT STRUCTURE
The paid-up Equity Share Capital of the Company as at 31st March 2020 stood at Rs655.34 lacs divided into 65534050 equity shares of Rs 1 each.
A) Issue of equity shares with differential rights
The Company did not issue equity shares with differential rights during the Financialyear 2019-20.
B) Issue of sweat equity shares
The Company did not issue sweat equity shares during the financial year 2019-20.
C) Issue of employee stock options
The Company did not issue employee stock options during the financial year 2019-20.
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 2019-20.
F) Increase in Authorised Capital of the Company
The Company during the year under review pursuant to the ordinary resolution passed bymembers of the Company through the Postal Ballot have increase the Authorised ShareCapital of the Company increased from Rs 75000000 divided into 75000000 equityshares of Rs 1 each to Rs 86000000 dividend into 86000000 equity shares of Rs 1each ranking pari passu in all respects with the existing equity shares of the Company.
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.
OPERATIONS AND BUSINESS PERFORMANCE
The details of operations and business performance of the Company has been elaboratedin the 'Management Discussion and Analysis Report' forming part of this Annual Report.
DETAILS PERTAINING TO CREDIT RATINGS
Details of credit rating as required under Regulation 34(3) read with Para C ofSchedule V of the Listing Regulations forms part of 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 2019-20 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/Impactfinal.pdf
OUTBREAK OF COVID-19 PANDEMIC
Towards the end of the financial year the World Health Organisation (WHO) declaredCOVID-19 a pandemic. COVID-19 is seen having an unprecedented impact on people andeconomies worldwide. The outbreak of COVID-19 pandemic had a moderate to high impact onthe 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 office 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.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31st March 2020 in the prescribed Form MGT-9pursuant to Section 92(3) of the Act read with Rule 12(1) of the Companies (Managementand Administration) Rules 2014 forms part of this Directors' Report and marked asAnnexure- 'A'. The extract is also available under the Investor section on the website ofthe Company at www.manaksiaaluminium.com
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-'B'.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
5 (Five) meetings of the Board of Directors were held during the financial year 2019 -20. The details of number of meetings of Board of Directors held during the year have beenprovided in the Corporate Governance Report forming part of this Directors' Report.
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 2020 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 year2019-20 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. Chandan Ambaly (DIN: 08456058) and Ms.Suprity Biswas (DIN:08671365) are Independent Directors on the Board of the Company as on31st March 2020.
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-regualtion (8) of Regulation 25 of theListing Regulations (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force).
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
The Board based on the recommendation of Nomination & Remuneration Committee at itsmeeting held on 29th May 2019 has appointed Mr. Chandan Ambaly (DIN: 08456058) and Mrs.Rupanjana De (DIN: 01560140) as Non-Executive Independent Director (Additional) for a termof 5 (Five) years which was approved by shareholders in the Annual General Meeting held on24th September 2019. The Board has also appointed Mr. Ashok Agrawal as Chief FinancialOfficer of the Company w.e.f. 29th May 2019.
Further upon a favourable recommendation from the Board's Nomination and RemunerationCommittee the Board at its meeting held on 17th July 2019 has accepted there-appointment of Mr. Ajay Kumar Chakraborty (DIN: 00133604) as Non-Executive IndependentDirector of the Company for a second term of five years w.e.f 24th September 2019 whichwas approved by the shareholders at the Annual General Meeting held on 24th September2019.
The Board based on the recommendation of Nomination & Remuneration Committee hasalso appointed Mr. Shyamal Chakraborty as Whole-time Director (Additonal) w.e.f 08thNovember 2019 who resigned from the Board at close of business hours of 31st December2019.
In accordance with the provisions of Section 152(6) of the Act and Article 87 of theArticles of Association of the Company Mr. Sunil Kumar Agrawal (DIN: 00091784) ManagingDirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
The Board also based on the recommendation of Nomination & Remuneration Committeeat its meeting held on 21st January 2020 and after taking into consideration theirexpertise knowledge in their respective field which may be beneficial to the Company withtheir valuable 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 subject toapproval of shareholders in the ensuing Annual General Meeting.
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 subject to approval ofshareholders in the ensuing Annual General Meeting.
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 01st October 2020 subject to approval of shareholders in theensuing Annual General Meeting.
Mrs. Smita Khaitan Dr. Kali Kumar Chaudhuri and Mrs. Rupanjana De had resigned asNon-Executive Independent Director from the Board effective from 4th June 2019 19thJune 2019 and 25th January 2020 respectively due to health reasons and to pursue otherinterests and commitments. The Board places on record its deep appreciation for theservices rendered by the Directors during their tenure as Director and Member of variouscommittees of the Board of Directors of the Company. Mr. Basudeo Agrawal Whole-timeDirector of the Company has also resigned from the Directorship from close of businesshours of 20th July 2019 due to his pre-occupation. The Board expressed their gratitudetowards the contribution made by Mr. Basudeo Agrawal during his tenure as Director in theCompany.
Your Company had received a notice in writing from a member proposing there-appointment of the above mentioned Directors.
The brief Profile of the Directors recommended by the Board forappointment/re-appointment have been provided in the Notice convening the 10th (Tenth)AGM.
As per the provisions of the Act the period of office of M/s. S K Agrawal & Co.Chartered Accountants (Firm Registration No. 306033E) Statutory Auditors of the Companyexpired at the conclusion of 9th (Ninth) Annual General Meeting. The Company has appointedM/s. Dangi Jain & Co. Chartered Accountants (Firm Registration No. 308108E) asStatutory Auditors of the Company for a term of 5 (five) consecutive years on suchremuneration as may be determined by the Board of Directors based on the recommendation ofthe Audit Committee and mutually agreed by the Statutory Auditors and Management of theCompany in addition to the reimbursement of out of pocket expenses as may be incurred bythem for the purpose of audit. M/s. Dangi Jain & Co. Chartered Accountants (FirmRegistration No. 308108E) have confirmed their eligibility and qualification requiredunder the Act for holding the office as Statutory Auditors of the Company.
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 (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of theCompany had appointed M/s Deepak Khaitan & Co. Practising Company Secretaries as aSecretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year2019-20.
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for theFinancial Year ended 31st March 2020 forms part of the Directors Report and annexed asAnnexure- 'C'.
The Secretarial Auditors Report of the Company does not contain any qualificationreservation adverse remark or disclaimer that may call for any explanation from theDirectors. The Secretarial Audit Report however contain an observation that the Companyis yet to file some of forms with Registrar of Companies and it has been represented tothe Auditor that the Company is in the process of filling the same.
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. B. Mukhopadhyay & Co. Cost Accountants as the CostAuditors of the Company to conduct the audit of cost records for the FY 2020-21 inaccordance with Section 148 of the Act read with Companies (Cost Records and Audit) Rules2014 at a remuneration of Rs 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 2018-19 was submitted to the Central Governmentwithin stipulated time and was free from any qualification or adverse remarks. The CostAudit Report for the financial year 2019-20 has been reviewed by the Board of Directors atits meeting held on 14th August 2020 and the same will be filed with Central Governmentwithin stipulated time. The said report is free from any qualification or adverse remarks.
The Board of Directors of the Company on the recommendations made by the AuditCommittee has appointed M/s. S. Bhalotia & Associates (FRN: 325040E) CharteredAccountants as Internal Auditors of the Company for the FY 202021 in accordance withSection 138 of the Act read with the Companies (Accounts) Rules 2014.
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 stockoption/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 year2019-20.
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/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 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 Policy" to identify risks associated with the Company assessits impact and take appropriate corrective steps to minimize the risks that may threatenthe existence of the Company. It helps in safeguarding the organization from various risksthrough adequate and timely actions. The Company manages monitors and reports on itsrisks and uncertainties that can impact its ability to achieve its objectives. The majorrisks have been identified by the Company and its mitigation process/measures have beenformulated.
COMMITTEES OF THE BOARD
The Board of Directors have constituted Audit Committee Nomination & RemunerationCommittee and Stakeholders Relationship Committee to deal with specific areas/activitiesthat need a closer review and to have an appropriate structure for discharging of itsresponsibilities.
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. Chandan Ambaly (DIN:08456058) IndependentDirectror Ms. Suprity Biswas (DIN:08671365) Independent Director and Mr. Sunil KumarAgrawal (DIN:00091784) Managing Director are the other Members as on 31.03.2020. Mr.Ashok Agarwal Chief Financial Officer was a permanent invitee to the Meeting. 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 Mr.Chandan Ambaly (DIN: 08456058) Independent Director. Mr. Ajay Kumar Chakraborty (DIN:00133604) Independent Director Ms. Suprity Biswas (DIN: 08671365) and Mr. AnirudhaAgrawal (DIN: 06537905) Non-Executive Director are the other Members as on 31.03.2020.
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 MANAGERIAL PERSONNELAND SENIOR MANAGEMENT PERSONNEL
The Company has formulated and adopted a Nomination and Remuneration Policy inaccordance with the provisions of Section 178 of the Act and Regulation 19 read with ParaA of Part D of Schedule II of Listing Regulations.
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 long-terminterests 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 forms part of the Directors Report and marked asAnnexure-'E'.
The policy is also available at the following weblink:http://www.manaksiaaluminium.com/pdf/REMUNERATION-POLICY.pdf. STAKEHOLDERS RELATIONSHIPCOMMITTEE
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 31.03.2020.
The details of composition terms of reference and number of meetings held for theCommittee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to your Company during period underreview.
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 on29th May 2019 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 inter-personal 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 various parameters suchas leadership quality capability availability clarity of understanding governance& compliance and degree of contribution etc.
The Board of Directors of the Company expressed their satisfaction towards the processof review and evaluation of performance of Board its Committees and of individualdirectors.
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 yourCompany roles rights and responsibilities of IDs and any other relevant information.Further pursuant to Regulation 46 of the Listing Regulations your Company is required todisseminate on its website details of familiarisation programme imparted to IDs includingthe 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:http://www.manaksiaaluminium.com/pdf/Details-of-Familiarisation-Program-imparted-to-IDs-Aluminium.pdf
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 appointed M/s S K Bhalotia & Co Chartered Accountants (For June Quarter) &M/s S Bhalotia & Associates Chartered Accountants as Internal Auditors of theCompany from July' 2019 to March 2020.
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 was amended during the year underreview and is available on the website of the Company at given weblinkhttp://www.manaksiaaluminium.com/pdf/Whistle-Blower-Policy-11042019.pdf.
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. Your Company hascomplied with provisions relating to the constitution of an Internal Complaints Committeeunder the Act. The Internal Committee (IC) composes of internal members and an externalmember 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 RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (IBC).
During the period under review no Corporate Insolvency Resolution Process wasinitiated under the Insolvency and Bankruptcy Code 2016 (IBC).
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 ||Anirudha Agrawal |
|Place : Kolkata || |
|Dated: 29th August 2020 ||DIN:00091784 ||DIN:06537905 |