FOR THE FINANCIAL YEAR 2016-17
Your Directors are pleased to present the Seventh Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31 March 2017.
|FINANCIAL RESULTS: || || |
(Rs. in Lacs)
|PARTICULARS || |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Total Revenue ||25657.68 ||22835.00 ||27074.98 ||22907.53 |
|Profit Before Tax ||332.56 ||256.62 ||369.40 ||253.03 |
|Less: Provision for Taxation ||232.23 ||(35.08) ||232.23 ||(35.08) |
|Profit/(Loss) After Tax ||100.33 ||291.70 ||137.17 ||288.11 |
|Balance brought forward from previous year ||(347.33) ||(639.03) ||(350.92) ||(639.03) |
|Surplus Carried to Balance Sheet ||(246.99) ||(347.33) ||(217.36) ||(350.92) |
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 conserve the resources of the Company for future growth and businessdiversification the Board of Directors have not recommended any dividend for theFinancial Year 2016-17.
TRANSFER TO RESERVES
During the year under review your Company has not transferred any amount to the GeneralReserve Account.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at 31 March 2017 stood at ` 655.34lacs. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity.
DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT
Details of shares held in the demat suspense account as required under Regulation 39(4)read with Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Listing Regulations") forms partof the Corporate Governance Report.
OPERATIONS AND BUSINESS PERFORMANCE
Kindly refer to Management Discussion and Analysis Report' which forms part ofthis Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) 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
Since no prospectus or letter of offer has been issued during last 5 (Five) yearsthere is no question of material variation.
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 during the year under review.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31 March 2017 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
CORPORATE GOVERNANCE REPORT
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 Auditors of theCompany confirming compliance with the conditions of the Corporate Governance is annexedas Annexure-B"
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of number of meetings of Board of Directors held during the year underreview forms part of the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) and 134(5) of the Act:
a) that in the preparation of the annual accounts for the year ended 31 March 2017the applicable accounting standards had been followed along with proper explanationsrelating to material departures if any;
b) that the Directors had adopted such accounting policies and applied themconsistently and made judgments and estimates in a reasonable and prudent manner so as togive a true and fair view of the state of affairs of the Company as at the end of thefinancial year 2016-17 and of the Profit of the Company for that period;
c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual accounts had been prepared on a going concern basis;
e) that 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) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
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 Directorof the Company for a fixed term of 5 (Five) years in the Extra Ordinary General Meeting ofthe Company held on 17 November 2014.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16 of the Listing Regulations.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152(6) of the Act and Article 87 of theArticles of Association of the Company Mr. Karan Agrawal (DIN: 05348309) Whole-timeDirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting (hereinafter referred to as AGM') and being eligible offers himself forre-appointment.
During the year under review Mr. Mahabir Prasad Agrawal (DIN: 00524341) has beenappointed as Non-Executive Director of the Company w.e.f. 16 May 2016.
Ms. Ritu Agarwal Company Secretary and Compliance Officer of the Company has resignedfrom the post w.e.f. 24 February 2017.
The brief resume/profile of the Directors recommended by the Board forappointment/re-appointment forms part of Notice convening the 7 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 4 AGM held on 10 September2014 to hold office from the conclusion of 4 AGM till the conclusion of 9 AGM on suchremuneration as may be fixed by the Board apart from reimbursement of out-of-pocketexpenses as may be incurred by them for the purpose of audit.
In accordance with Section 139(1) of the Act the Board recommends the ratification ofthe appointment of M/s. S. K. Agrawal & Co. by the members in the ensuing AGM.
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 Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s Vinod Kothari & Company Practising CompanySecretaries to conduct Secretarial Audit of the Company for the Financial Year 2016-17.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for theFinancial Year ended 31 March 2017 forms part of the Directors Report and annexed as Annexure-C".
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.
Pursuant to the requirement of Section 148 of the Companies Act 2013 the provisionsof cost audit is applicable on your Company for manufacturing items covered under Rule 3of Companies (Cost Records and Audit) Rules 2014. The Board of Directors of your Companyon the recommendation of Audit Committee has appointed M/s B. Mukhopadhyay & Co. CostAccountants as the Cost Auditors of the Company for the Financial Year ended 2016-17. Asrequired under Companies Act 2013 the remuneration payable to the Cost Auditor wasratified by the shareholders in the AGM held on 23 September 2016.
The due date for filing the Cost Audit Reports for Financial Year 2016-17 is 27September 2017 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 Companies Act 2013 readwith Companies (Cost Records & Audit) Rules 2014 has re-appointed M/s B. Mukhopadhyay& Co. Cost Accountants B-20 Amarabati Sodepur Kolkata- 700 110 as the CostAuditors of the Company for the Financial Year 2017-18 and accordingly a resolution forseeking Members ratification for the remuneration payable to the Cost Auditors is includedat Item No. 7 of the Notice Convening the AGM.
There was no fraud reported by the Auditors of the Company under Section 143 (12) ofthe Act 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 particulars of loans guarantees and investments have been disclosed under Note No.13 & 19 in the financial statements.
PARTICULARS OF CONTRACT OR ARRANGEMENT 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 of the Board of Directors therefore theprovisions of Section 188(1) read with the Companies (Meetings of Board and its Powers)Rules 2014 are not attracted. Further there are no materially significant related partytransactions during the year under review made by the Company which may have a potentialconflict with the interest of the Company at large. Thus disclosure in Form AOC-2 is notrequired.
All Related Parties 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 and repetitive nature. The transactions entered into pursuant to theomnibus approval so granted are reviewed by the Audit Committee and a statement givingdetails of all related party transactions is placed before the Audit Committee and theBoard of Directors for their approval 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 of 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 http://www.manaksia.com/corp_policy_coated.php.
PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR ASREQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS
The details of related party disclosures with respect to loans// advances/ 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 of EnergyTechnology Absorption and Foreign Exchange Earning and Outgo forms part of this DirectorsReport 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.
The Company pursuant to the provisions of Section 177 of the Act read with theRegulation 18 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. SushilKumar Agrawal (DIN: 00091793)- Executive Director and Mrs. Smita Khaitan (DIN: 01116869)-Independent Director. The detailed terms of reference of the Committee is provided in theCorporate 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 with theRegulation 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 Mrs. Smita Khaitan (DIN: 01116869)- Independent Director and Mr. Sunil KumarAgrawal (DIN: 00091784)- Non-Executive Director. The detailed terms of reference of 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
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of Section 178(5) of the Act read with Regulation 20 ofthe Listing Regulations the Company has in place the Stakeholders Relationship Committeecomprising of 3 (Three) members Dr. Kali Kumar Chaudhuri (DIN: 00206157)- IndependentDirector (Chairman) Mr. Sushil Kumar Agrawal (DIN: 00091793)- Executive Director and Mr.Sunil Kumar Agrawal (DIN: 00091784)- Non-Executive Director. The detailed terms ofreference of the Committee 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.
Pursuant to the provisions of Act and the Listing Regulations 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 by way ofindividual and collective feedback from Directors.
Further pursuant to Para VII of Schedule IV of the Act and provisions of the ListingRegulations the Independent Directors of the Company without the participation ofNon-Independent Directors and members of management convened a separate meeting on 28May 2016 to perform the following:
review the performance of Non-Independent Directors and the Board as a whole;
review the performance of the Chairperson of the company taking into accountthe views of Executive Directors and Non- Executive Directors;
assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The 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 it's Committees and of individualdirectors.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review the Company has formed JPA Snacks Private Limited as itswholly owned subsidiary at Kolkata India.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 the details containing salient features of the financialstatements of the Subsidiary Company Joint Ventures and Associate Companies in Form AOC-1forms part of this Annual Report.
The details of performance of the Subsidiary Company is as follows:
Manaksia International FZE
The total revenue of the Company for financial year 2016-17 stood at AED 11700167(equivalent to ` 2136.02 Lacs). During the year the Company incurred a net profit of AED205101 (equivalent to ` 37.44 Lacs).
JPA Snacks Private Limited
The total revenue of the Company for financial year 2016-17 stood at ` 0.15 Lacs.During the year the Company incurred a net loss of ` 0.61Lacs.
Except as stated hereinabove the Company does not have joint venture or associatecompany during the year under review.
Familiarization programme undertaken for Independent Directors is provided at thefollowing weblink: http://www.manaksia.com/pdf/Details-of-Familiarisation-Program-imparted-to-IDs-Coated.pdf
The Company has neither accepted nor renewed any deposits during the Financial Year2016-17 in 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 shall impact the 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 Namita Kedia & Associates Chartered Accountants as InternalAuditors of 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 systems.In 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 the ListingRegulations the Company has framed a Whistle Blower Policy to establish a vigil mechanismfor Directors and employees to report genuine concerns about actual or suspected unethicalbehavior 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 website http://www.manaksia.com/pdf/22_03_16/Whistle_Blower_Policy_Coated_Final_22316.pdf
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITON &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 Companies Act 2013 read with applicable provisionsof Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of the Directors Report and marked as Annexure-F".
CONSOLIDATED FINANCIAL STATEMENTS
In Compliance with the provisions of the Act and the Listing Regulations theConsolidated Financial Statement of the Company and its subsidiary Company is attached.The Consolidated Financial Statement has been prepared in accordance with the applicableaccounting standards issues by the Institute of Chartered Accountants of India and showsthe financial resources assets liabilities income profits and other details of theCompany and its subsidiary Company.
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 government authorities otherstakeholders and the media.
Your Directors also wish to place on record their deep sense of appreciation to all theemployees at all levels for their commendable team-work professionalism and enthusiasticcontribution towards the working of the Company during the year under review.
Your Directors look forward to the future with hope and conviction.
| ||For and on behalf of the Board of Directors || |
| ||Sushil Kumar Agrawal ||Karan Agrawal |
|Place: Kolkata ||(Managing Director) ||(Whole-time Director) |
|Dated: 18 May 2017 ||(DIN: 00091793) ||(DIN: 05348309) |