FOR THE FINANCIAL YEAR 2018-19
Your Directors are pleased to present the 9th (Ninth) Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2019.
| || ||(Rs. in Lacs) |
|Particulars ||2018-19 ||2017-18 |
|Revenue from Operation ||27560.80 ||23018.91 |
|Profit Before Tax ||402.71 ||206.08 |
|Add/(Less): Tax Expenses || || |
|Current Tax ||(73.04) ||(33.26) |
|Deferred Tax ||341.92 ||(78.59) |
|MAT Credit Entitlement ||61.00 ||30.17 |
|Profit After Tax ||732.59 ||124.40 |
|Other Comprehensive Income ||(4.42) ||4.02 |
|Total Comprehensive Income for the year ||728.17 ||128.42 |
|Balance brought forward from previous year ||(1210.06) ||(1334.47) |
|Surplus/ (Deficit) carried to Balance Sheet ||(477.47) ||(1210.06) |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Kindly refer to Management Discussion and Analysis Report' which forms part ofthe Annual 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 ctionserve the resources of the Company for future growth and businessdiversification the Board of Directors have not recommended any dividend for theFinancial Year 2018-19.
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 2019 stood at Rs.655.34 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 2018-19.
B) Issue of sweat equity shares
The Company did not issue sweat equity shares during the financial year 2018-19.
C) Issue of employee stock options
The Company did not issue employee stock options during the financial year 2018-19.
D) Provisitions 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 2018-19.
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 VI of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as Listing Regulations')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 AnnualReport.
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 ASACT') IN RESPECT OF ANY SCHEME OF PROVISITIONS OF MONEY FOR PURCHASE OF OWN SHARESBY 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 2018-19 and the date ofthis report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31st March 2019 in the prescribed Form MGT-9pursuant to Section 92(3) of the Act read with Rule 12(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 thewebsite of the 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 2018 19. The details of number of meetings of Board of Directors held during the yearhave been provided 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 Act. Pursuant to the provisitions of section 118(10) of the Act it ismandatory for the company to observe the secretarial standards with respect to BoardMeeting and General Meeting. The Company has adopted and followed the set of principlesprescribed in the respective Secretarial Standards for convening and conducting Meetingsof Board of Directors General Meeting and matters related thereto. The Directors havedevised proper systems to ensure compliance with the provisitions of all applicableSecretarial Standards and that such systems are adequate and operating effectively.
The Company is in compliance with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India New Delhi.
DIRECTORS' RESPTIONSIBILITY 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 2019 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 year2018-19 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 provisitions 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 provisitionsof all applicable laws and that such systems are adequate and operating effectively.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
Mr. Ajay Kumar Chakraborty (DIN: 00133604) Dr. Kali Kumar Chaudhuri (DIN: 00206157)and Mrs. Smita Khaitan (DIN: 01116869) are Independent Directors on the Board of theCompany as on 31st March 2019.
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisitions of theAct read with the Schedules and Rules issued thereunder as well as clause (b) ofsub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for 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
In accordance with the provisitions of Section 152(6) of the Act and Article 87 of theArticles of Association of the Company Mr. Mrinal Kanti Pal (DIN: 00867865)Non-Executive Director is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Mr. Amit Agrawal has resigned from the post of Chief Financial Officer of the Companywith effect from close of business hours of 31st March 2019. The Board wishes togratefully acknowledge his committed and dedicated services during his tenure with theCompany.
The Board based on the recommendation of Nomination & Remuneration Committee at itsmeeting held on 29th May 2019 and after taking into consideration their expertiseknowledge in their respective field and which may be beneficial to the Company with theirvaluable inputs in the long run the Board has appointed Mr. Chandan Ambaly (DIN:08456058) and Mrs. Rupanjana De (DIN: 01560140) as Non-Executive Independent Director(Additional) for a term of 5 (Five) years subject to the approval of Shareholders in theensuing Annual General Meeting and has appointed Mr. Ashok Agrawal as Chief FinancialOfficer of the Company w.e.f. 29th May 2019.
Mrs. Smita Khaitan and Dr. Kali Kumar Chaudhuri had resigned as Non-ExecutiveIndependent Director from the Company effective from 4th June 2019 and 19th June 2019due to health reastions and to pursue other interests and commitments respectively. TheBoard places on record its deep appreciation for the services rendered by both theDirectors during their tenure as Director and Member of various committees of the Board ofDirectors of the Company. Mr. Basudeo Agrawal Whole-time Director of the Company has alsoresigned from the post of Directorship from close of business hours of 20th July 2019 dueto his pre-occupation. The Board expressed their gratitude towards the contribution madeby Mr. Basudeo Agrawal during his tenure as Director in the Company.
Upon a favourable recommendation from the Board's Nomination & RemunerationCommittee and after taking into consideration of his past knowledge and experience inmultiple fields which also proved to be helpful for the Company in his current tenure andon the basis of the performance evaluation done by the Board of Directors the Board atits meetings held on 17th July 2019 has accepted the re-appointment of Mr. Ajay KumarChakraborty (DIN: 00133604) as Non-Executive Independent Director of the Company for asecond term of five years w.e.f. 24th September 2019 subject to the approval of theshareholders in the ensuing AGM. Appropriate Resolution to this effect are also beingproposed at the forthcoming AGM.
All Independent Directors have furnished to the Company the requisite declarations thatthey meet the relevant independence criteria as laid down in Section 149(6) of the Act aswell as the Listing Regulations.
The brief Profile of the Directors recommended by the Board forappointment/re-appointment have been provided in the Notice convening the 9th (Ninth) AGM.
As per the provisitions of the Act the period of office of M/s. S. K. Agrawal &Co. Chartered Accountants (Firm Registration No. 306033E) Statutory Auditors of theCompany expires at the conclusion of the ensuing Annual General Meeting. It is proposedto appoint M/s. Dangi Jain & Co. Chartered Accountants (Firm Registration No.308108E) as Statutory Auditors of the Company for a term of 5(Five) ctionsecutive yearson such remuneration as may be determined by the Board of Directors based on therecommendation of the Audit Committee and mutually agreed by the Company and StatutoryAuditors 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 haveconfirmed their eligibility and qualification required under the Act for holding theoffice as Statutory Auditors of the Company.
There are no observations (including any qualification reservation adverse remarks ordisclaimer) of the Statutory Auditors in their Audit Report for the FY 2018-19 that maycall for any explanation from the Directors. The specific notes forming part of theaccounts referred to in Auditor's Report are self- explanatory and give completeinformation.
Pursuant to the provisitions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of theCompany had appointed CS Deepak Kumar Khaitan Practising Company Secretary to conductSecretarial Audit of the Company for the Financial Year 2018-19.
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for theFinancial Year ended 31st March 2019 forms part of the Directors Report and annexed asAnnexure- C'.
The Secretarial Audit 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 regarding anadvance received against supply of goods which was converted into a loan as mutuallyagreed between the company and the other party. Proper explanation has been provided bythe management in this regared.
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 2019-20 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 the remuneration payable to the Cost Auditorforms part of the Notice of the Annual General Meeting and the same is recommended foryour consideration.
Relevant cost audit report for the FY 2017-18 was submitted to the Central Governmentwithin stipulated time and was 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. K. Bhalotia & Co. (FRN: 324923E) CharteredAccountants as Internal Auditors of the Company for the FY 2019-20 in accordance withSection 138 of the Act read with the Companies (Accounts) Rules 2014. Due to resignationM/s. S. K. Bhalotia & Co. Audit Committeee and Board of Director at its Meeting heldon 14th August 2019 has appointed M/s S. Bhalotia & Associates (FRN : 325040E)Chartered Accountants as Internal Auditors of the Company for the remaning part of FY2019-20 i.e. July 2019 to March 2020.
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 provisitions of Section 186 of the Act during the financial year2018-19.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
As required under the Listing Regulations related party transactions are placed beforethe Audit Committee for approval. Wherever required prior approval of the Audit Committeeis obtained on an omnibus basis for continuous transactions and the corresponding actualtransactions become a subject of review at subsequent Audit Committee Meetings. Thetransactions entered into pursuant to the omnibus approval so granted are reviewed by theAudit Committee and a statement giving details of all related party transactions is placedbefore the Audit Committee and the Board of Directors for their approval on a quarterlybasis.
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 CTIONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The details required pursuant to the provisitions of Section 134(3)(m) of the Act readwith Rule 8(3) of the Companies (Accounts) Rules 2014 relating to Ctionservation 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 Listing Regulations the Board of Directors of the Company areresptionsible for framing implementing and monitoring the risk management plans of theCompany. The Company has a "Risk Management Policy" to identify risks associatedwith the Company assess its impact and take appropriate corrective steps to minimize therisks that may threaten the existence of the Company. It helps in safeguarding 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.
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 itsresptionsibilities.
The Company pursuant to the requirement of the provisitions 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 ChakrabortyIndependent Director. Dr. Kali Kumar Chaudhuri Independent Directror Mrs. Smita KhaitanIndependent Director and Mr. Sunil Kumar Agrawal Managing Director are the other Members.Mr. Amit Agrawal Chief Financial Officer was a permanent invitee to the Meeting. TheCompany 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 provisitions of Section 178(1) of theAct read with the Regulation 19 of the Listing Regulations has in place Nomination &Remuneration Committee comprising of 4 (Four) members. The Committee was chaired by Dr.Kali Kumar Chaudhuri Independent Director. Mr. Ajay Kumar Chakraborty IndependentDirector Mrs. Smita Khaitan and Mr. Vineet Agrawal Non-Executive Director are the otherMembers.
The details of composition terms of reference and number of meetings held for theCommittee is provided in the Corporate Governance Report.
The Company pursuant to provisitions of Section 178 of the Act and Regulation 19 readwith Para A of Part D of Schedule II of Listing Regulations upon recommendation ofNomination & Remuneration Committee has devised a policy on Remuneration applicable toall Executives of the Company i.e. Directors Key Managerial Personnel and SeniorManagement 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
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.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisitions of Section 178(5) of the Act read with Regulation 20of the Listing Regulations the Company has in place the Stakeholders RelationshipCommittee comprising of 3 (Three) members. The Committee is chaired by Dr. Kali KumarChaudhuri - Independent Director. Mr. Sunil Kumar Agrawal - Managing Director and Mr.Vineet Agrawal - Non-Executive Director are the other members.
The details of composition terms of reference and number of meetings held for theCommittee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPTIONSIBILITY
The provisitions of Section 135 of the Act read with Companies (Corporate SocialResptionsibility Policy) Rules 2014 are not applicable to your Company.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUALDIRECTORS
Pursuant to the provisitions of the Act Regulation 25 of the Listing Regulationsread with Guidance Note on Board Evaluation of SEBI dated 5th January 2017 theNomination & Remuneration Committee has laid down the criteria for performanceevaluation in a structured questionnaire form after taking into consideration variousaspects of the Board functioning composition of the Board and its Committees cultureexecution diligence integrity awareness and performance of specific laws dutiesobligations and governance on the basis of which the Board has carried out the annualevaluation of its own performance the performance of Board Committee and of Directorsindividually.
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 on 9thNovember 2018 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 andresptionsibilities of Board members appropriate utilization of talents and skills ofBoard members 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.
In terms of Regulation 25(7) of Listing Regulations your Company is required to conductFamiliarisation Programme for Independent Directors (IDs) to familiarise them about yourCompany including nature of industry in which your Company operates business model ofyour Company roles rights and resptionsibilities of IDs and any other relevantinformation. Further pursuant to Regulation 46 of the Listing Regulations your Companyis required to disseminate on its website details of familiarisation programme impartedto 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: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 Bhalotia & Associates Chartered Accountants as Internal Auditorsof the Company for the FY 2018-19.
The Audit Committee reviews the Report submitted by the Internal Auditors. The AuditCommittee actively reviews the adequacy and effectiveness of the internal control 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 provisitions of section 177(9) of the Act and 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 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 ofperstions 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 www.manaksiaaluminium.com and theweblink thereto is http://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 provisitions of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (the Act') and Rules under it. Your Companyhas complied with provisitions relating to the constitution of an Internal ComplaintsCommittee under the Act. The Internal Committee (IC) composes of internal members and anexternal 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 theprovisitions of Section 197(12) of the Act read with applicable provisitions of Rule 5(1)of the 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 provisitions 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.
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 ||(Managing Director) ||(Director) |
|Dated: 14th August 2019 ||DIN: 00091784 ||DIN: 06537905 |