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Manaksia Aluminium Company Ltd.

BSE: 539045 Sector: Metals & Mining
NSE: MANAKALUCO ISIN Code: INE859Q01017
BSE 00:00 | 12 Dec 8.65 0.30
(3.59%)
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8.40

HIGH

8.75

LOW

8.25

NSE 00:00 | 12 Dec 8.45 0.20
(2.42%)
OPEN

8.95

HIGH

8.95

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8.10

OPEN 8.40
PREVIOUS CLOSE 8.35
VOLUME 3465
52-Week high 19.25
52-Week low 5.50
P/E 18.80
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.40
CLOSE 8.35
VOLUME 3465
52-Week high 19.25
52-Week low 5.50
P/E 18.80
Mkt Cap.(Rs cr) 57
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 8th (Eighth) Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended 31st March 2018.

FINANCIAL RESULTS:

(Rs in Lacs)
Particulars 2017-18 2016-17
Total Revenue 23203.98 24647.08
Profit Before Tax 206.09 (559.95)
Less: Provisions for Taxation (81.68) (24.89)
Profit After Tax 124.41 (535.06)
Other Comprehensive Income 4.02 (3.66)
Total Comprehensive Income for the year 128.43 (538.72)
Balance brought forward from previous year (1334.47) (799.41)
Surplus/ (Deficit) carried to Balance Sheet (1210.06) (1334.47)

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.

DIVIDEND

To conserve the resources of the Company for future growth and businessdiversification the Board of Directors have not recommended any dividend for theFinancial Year 2017-18.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to the GeneralReserve Account.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March 2018 stoodat Rs 655.34 lacs. During the year under review the Company has not issued any furthershares.

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 "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 AnnualReport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations formspart of this Annual Report.

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.

TRANSITION TO INDIAN ACCOUNTING STANDARDS

The Indian Accounting Standard (Ind AS) has been applicable to the Company for thefirst time during the Financial Year 2017-18 and accordingly with effect from 1st April2017 your Company was required to align its accounting policies and disclosures inaccordance with the Ind AS. Necessary adjustments in the previous year figures and in theformat of presentation in compliance with the requirement of Ind AS have been made in theaccounts.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on 31st March 2018 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 as Annexure-"A".

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

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.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1)on ‘Meeting of the Board of Directors' and Secretarial Standard 2 (SS-2) on‘General Meeting' and both the Secretarial Standards have been approved by theCentral Government under section 118(10) of the Companies Act 2013. Pursuant to theprovisions of section 118(10) of the Companies Act 2013 it is mandatory for the companyto observe the secretarial standards with respect to Board Meeting and General Meeting.The Company has adopted and followed the set of principles prescribed in the respectiveSecretarial Standards for convening and conducting Meetings of Board of Directors GeneralMeeting and matters related thereto. The Directors have devised proper systems to ensurecompliance with the provisions of all applicable Secretarial Standards and that suchsystems are adequate and operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costauditors secretarial auditors and the reviews performed by management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's Internal Financial Control were adequate and effective during Financial Year2017-18.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of its knowledge and ability confirms that:

a) in the preparation of the annual accounts for the year ended 31st March 2018 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 year2017-18 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

The Company has appointed Mr Ajay Kumar Chakraborty (DIN: 00133604) Dr Kali KumarChaudhuri (DIN:00206157) and Mrs Smita Khaitan (DIN:01116869) as Independent Directors ofthe Company for a fixed term of 5 (Five) years in the Extraordinary General Meeting of theCompany held on 17th November 2014. The Company has received declarations fromall the Independent Directors of the Company confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16 of the ListingRegulations.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Act and the Article 87 ofthe Articles of Association of the Company Mr. Vineet Agrawal (DIN: 00441223) and Mr.Anuradha Agrawal (DIN: 06537905) Directors of the Company is liable to retire by rotationat the ensuing Annual General Meeting (hereinafter referred to as the ‘AGM') andbeing eligible offers himself for re-appointment.

During the year under review Mr. Deepak Chamaria Chief Financial Officer has resignedfrom the office with effect from the close of working hours on 31st May 2017 and Mr. AmitAgrawal was appointed as Chief Financial Officer of the Company with effect from 1st June2017.

The brief Resume/Profile of the Directors recommended by the Board forappointment/re-appointment have been provided in the Notice convening the 8th(Eighth) AGM.

STATUTORY AUDITORS & AUDITORS' REPORT

M/s S. K. Agrawal & Co. Chartered Accountants (Firm Registration No. 306033E)had been appointed as statutory auditors of the Company at the 4th AGM held on 10thSeptember 2014 to hold office from the conclusion of 4th AGM until the conclusion of 9thAnnual General Meeting on such remuneration as may be fixed by the Board subject toratification by the Shareholders in the forthcoming AGM apart from reimbursement ofout-of-pocket expenses as may be incurred by them for the purpose of audit.

The First Proviso of the Section 139(1) of the Companies Act 2013 has been omittedpursuant to the Companies (Amendment) Act 2017 and therefore the requirement of placingthe matter relating to appointment of auditor for ratification by members at every AnnualGeneral Meeting has been done away. As authorized by the shareholders at the 4thAGM the Board of Directors on the recommendation of the Audit Committee has approved theremuneration payable to M/s. S. K. Agrawal & Co. Chartered Accountants for theFinancial Year 2018-19.

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.

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 M/s Vinod Kothari & Company Practising Company Secretaries toconduct Secretarial Audit of the Company for the Financial Year 2017-18.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for theFinancial Year ended 31st March 2018 forms part of the Directors Report and annexed as Annexure-"C".

The Secretarial Audit Report confirms that the Company has complied with the provisionsof the Act Rules Regulations and Guidelines and that there were no deviations ornon-compliances.

The Secretarial Auditors Report of the Company does not contain any observations(including any qualification reservation adverse remark or disclaimer) that may call forany explanation from the Directors.

COST AUDITORS

Pursuant to the requirement of Section 148 of the Act the provisions of cost audit isapplicable on your Company for manufacturing items covered under Rule 3 of Companies (CostRecords and Audit) Rules 2014. The Board of Directors of your Company on therecommendation of Audit Committee has appointed M/s B. Mukhopadhyay & Co. CostAccountants as Cost Auditors of the Company for the Financial Year 2017-18. As requiredunder the Act the remuneration payable to the Cost Auditor was ratified by theshareholders in the AGM held on 22nd September 2017.

The due date for filing the Cost Audit Reports for Financial Year 2017-18 is 27thSeptember 2018 and the Cost Auditors are expected to file the reports with the CentralGovernment within the said period.

The Board pursuant to the provisions of Section 148 of the Act read with Companies(Cost Records & Audit) Rules 2014 has re-appointed M/s B. Mukhopadhyay & Co CostAccountants B-20 Amarabati Sodepur Kolkata- 700 110 as the Cost Auditors of theCompany for the Financial Year 2018-19 and accordingly a resolution for seeking Membersratification for the remuneration payable to the Cost Auditors is included at Item No 6 ofthe Notice Convening the AGM.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of theAct to the Audit Committee or the Board of Directors during the 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.

PARTICULARS 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 year2017-18.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties forthe year under review were on arm's length basis and in the ordinary course of businessand were reviewed by the Audit Committee and that the provisions of Section 188(1) readwith the Companies (Meetings of Board and its Powers) Rules 2014 are not attracted.Further there are no materially significant related party transactions during the yearunder review made by the Company which may have a potential conflict with the interest ofthe Company at large. Since all related party transactions entered into by your Companywere in the ordinary course of business and were on an arm's length basisthus disclosurein Form AOC-2 is not required.

All Related Party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof un-foreseen in nature. The transactions entered into pursuant to the omnibus approvalso granted are reviewed by the Audit Committee and a statement giving details of allrelated party transactions is placed before the Audit Committee and the Board of Directorsfor their noting on a quarterly basis.

During the year under review the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Company's Policy on Materiality of Related Party Transactions.

The policy on Related Party Transactions as approved by the Board of Directors of theCompany may be accessed on the Company's website www.manaksia.com and the weblinkthereto is http://www.manaksia.com/corp_policy_aluminium.php

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-"D".

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate the probabilityand/or impact of unfortunate events or to maximize the realisation of opportunities.

The Company has structured Risk Management Policy designed to safeguard theorganization from various risks through adequate and timely actions. The Company managesmonitors and reports on its risks and uncertainties that can impact its ability to achieveits objectives. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated.

AUDIT COMMITTEE

The Company pursuant to the provisions of Section 177 of the Act read with Regulation18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four)members Mr. Ajay Kumar Chakraborty (DIN: 00133604) Independent Director (Chairman) Dr.Kali Kumar Chaudhuri (DIN: 00206157)- Independent Director Mr. Sunil Kumar Agrawal (DIN:00091784)- Managing Director and Mrs. Smita Khaitan (DIN: 01116869)- Independent Director.

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

There were no such instances where in the Board had not accepted recommendation of theAudit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the provisions of Section 178(1) of the Act read withRegulation 19 of the Listing Regulations has in place the Nomination & RemunerationCommittee comprising of 4 (Four) members Dr Kali Kumar Chaudhuri (DIN: 00206157)Independent Director (Chairman) Mr. Ajay Kumar Chakraborty (DIN: 00133604) IndependentDirector Mr. Vineet Agrawal (DIN: 00441223) Non-Executive Director and Mrs. Smita Khaitan(DIN: 01116869) Independent Director.

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 provisions 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 of Directorsand Key Managerial Personnel and other employees. The said policy forms part of theDirectors Report and marked as Annexure "E".

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 constituted the Stakeholders RelationshipCommittee comprising of 3 (Three) members Dr Kali Kumar Chaudhuri (DIN: 00206157)Independent Director (Chairman) Mr. Sunil Kumar Agrawal (DIN: 00091784) Managing Directorand Mr. Vineet Agrawal (DIN: 00441223) Non-Executive Director.

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.

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

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors individually as well as the evaluation of the working of its Committees.Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 read with Guidance Noteon Board Evaluation of SEBI dated 5th January 2017 the Nomination

& Remuneration Committee has laid down the criteria for performance evaluation ina structured questionnaire form after taking into consideration various aspects of theBoard functioning composition of the Board and its Committees culture executiondiligence integrity awareness and performance of specific laws duties obligations andgovernance on the basis of which the Board has carried out the annual evaluation of itsown performance the performance of Board Committee and of Directors individually.

As per Para VII of Schedule IV of the Act the Independent Directors of the Companywithout the participation of Non-Independent Directors and members of management in theirseparate meeting held on 19th May 2017 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 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

Familiarization programme undertaken for Independent Directors is provided at thefollowing weblink: http://www.manaksia.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 appointed M/s S Bhalotia & Associates Chartered Accountants as Internal Auditorsof the Company.

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 Whistle Blower Policy/Vigil Mechanism has also been uploaded onCompany's weblink http://www.manaksia.com/images/pdf/corp-policies/Whistle-Blower-Policy-Aluminium.pdf.

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

There has been no such case filed/pending during the year under review.

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.

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 Basudeo Agarwal
Place : Kolkata Managing Director Whole-time Director
Dated: 15th May 2018 DIN: 00091784 DIN: 00438754