Your Directors are pleased to present the 12th (Twelfth) Annual Reporton the business and operations of the Company together with the Audited FinancialStatements of the Company for the year ended 31st March 2022.
(Rs in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Revenue from Operations ||64773.40 ||44578.27 ||64774.48 ||44643.76 |
|Profit Before Tax ||1172.94 ||810.93 ||1140.57 ||750.98 |
|Add/(Less): Tax Expenses || || || || |
|Current Tax ||253.00 ||30.00 ||253.00 ||30.00 |
|Deferred Tax Liabi lity/(Asset) ||23.40 ||117.33 ||23.40 ||117.33 |
|Tax for earlier year ||1.70 ||18.38 ||1.70 ||18.38 |
|Total tax Expenses ||278.10 ||165.71 ||278.10 ||165.71 |
|Profit After Tax ||894.84 ||645.22 ||862.48 ||585.27 |
|Other Comprehensive Income ||13.00 ||5.53 ||57.31 ||(30.65) |
|Total Comprehensive Income for the year ||907.84 ||650.75 ||919.79 ||554.62 |
|Balance brought forward from previous year ||1522.08 ||876.86 ||1107.24 ||521.97 |
|Surplus/ (Deficit) carried to Balance Sheet ||2397.26 ||1522.08 ||1950.06 ||1107.24 |
OPERATIONS AND BUSINESS PERFORMANCE
Instead of severe effect of the second wave of pandemic the Company wasable to sustain the turnover track and its revenue from operations increased substantiallyfrom Rs. 44578.27 Lakhs of the previous year to Rs. 64773.40 Lakhs during the year.However due to several factors marred with the current slow down in economy the Companyinspite of its best efforts achieve to register profit of Rs. 1172.94 Lakhs during theyear under report. However the Company is further improving its performance day-by-dayand is expected to show further improvement in its results in coming year.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
The Company expects to increase its revenue and the profitability inthe coming year as the business has started showing growth and the economy as a whole hasmoved to its revival and future of the Company looks very bright. There is no dearth ofdemand and the Company is well shaped to cope up itself with the market expectations.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Companyduring the year under review.
In view to conserve the resources of the Company for future growth andbusiness diversification the Board of Directors have not recommended any dividend for theFinancial Year 2021-22.
TRANSFER TO RESERVES
During the year under review your Company has not transferred anyamount to the General Reserve Account.
CAPITAL & DEBT STRUCTURE
The paid-up Equity Share Capital of the Company as at 31stMarch 2022 stood atRs 655.34 lacs divided into 65534050 equity shares of Re. 1 each.There is no change in the capital structure of the Company during the year under review.
A) Issue of equity shares with differential rights
The Company did not issue equity shares with differential rights duringthe Financial Year 2021-22
B) Issue of sweat equity shares
The Company did not issue sweat equity shares during the Financial Year2021-22.
C) Issue of employee stock options
The Company did not issue employee stock options during the FinancialYear 2021-22.
D) Provisions of money by Company for purchase of its own shares byemployees or by trustees for the benefit of employees
The Company does not have a scheme for purchase of its own shares byemployees or by trustees for the benefit of employees.
E) Issue of Debentures Bonds Warrants or any non-convertiblesecurities
The Company did not issue Debentures Bonds Warrants orNon-convertible securities during the financial year 2021-22.
DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT
Details of shares held in the demat suspense account as required underRegulation 39(4) read with Para F of Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as 'ListingRegulations') forms part of the Corporate Governance Report.
DETAILS PERTAINING TO CREDIT RATINGS
Credit rating in terms of Regulation 34(3) read with Para C of ScheduleV of the Listing Regulations are given in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated underRegulation 34(2) read with Para B of Schedule V of the Listing Regulations on theoperations of the Company as required under the Listing Regulations is provided in aseparate section and forms an integral part of this Annual Report.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 (HEREINAFTERREFFERED 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 thelast five years and as such the requirement for providing the details relating to materialvariation is not applicable upon the company for the year under review.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year 2021-22and the date of this report. However the impact on the financial performance of theCompany caused due to the outbreak of COVID-19 virus pandemic is mentioned separately inthe notes to the financial results of the Company and Disclosure of Material Impact OfCOVID-19 Pandemic as disclosed under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is also published on the website of the Company under thegiven weblink: http://www.manaksiacoatedmetals.com/upload/media/july_20/DisdosureofImpactofCOVID19PandemicMCMIL.pdf
OUTBREAK OF COVID-19 PANDEMIC
The COVID-19 pandemic continued to be a global challenge creatingdisruption across the world during the FY 2021-22. Towards the end of the financial year2019-20 the World Health Organisation (WHO) declared COVID-19 a pandemic. COVID-19 isseen having an unprecedented impact on people and economies worldwide. The outbreak ofCOVID-19 pandemic had a moderate to high impact on the businesses of the Company. TheCompany is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. It is focused on safety of employees and otherstakeholders controlling the fixed costs maintaining liquidity and closely monitoringthe supply chain to ensure that the manufacturing facilities operate smoothly.
The offices was temporarily shut down during first quarter of FY2021-22 when lockdown was announced by State Government taking the casualties to humanlife caused by second wave of COVID-19 into consideration. During this lockdown period theCompany implemented Work From Home (WFH) policy for all the employees. The Companyobserved all the government advisories and guidelines thoroughly in letter and spirit.
The Annual Return as on 31.03.2022 as provided under Section 92(3) ofthe Companies Act 2013 and as prescribed in Form No. MGT-7 of the Companies (Managementand Administration) Rules 2014 is available on the website of the company and can beaccessed at https://www.manaksiacoatedmetals.com/pdf/Annual%20Retum_2021-22.pdf
CORPORATE GOVERNANCE REPORT
The Company follows the corporate governance guidelines and bestpractices sincerely and discloses timely and accurate information regarding theoperations and performance of the Company.
Pursuant to Regulation 34 read with Para C of Schedule V of the ListingRegulations Report on the Corporate Governance along with a certificate from theStatutory Auditors of the Company confirming compliance with the conditions of theCorporate Governance is annexed as Annexure-'A'.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
4 (Four) meetings of the Board of Directors were held during theFinancial Year 2021-22. The details of the meetings of the Board of Directors of theCompany convened during the Financial Year 2021-22 are given in the Corporate GovernanceReport which forms part of this Annual Report.
The Institute of Company Secretaries of India has issued SecretarialStandards and all the Secretarial Standards have been approved by the Central Governmentunder Section 118(10) of the Act. Pursuant to the provisions of Section 118(10) of theAct it is mandatory for the company to observe the secretarial standards with respect toBoard Meeting and General Meeting. The Company has adopted and followed the set ofprinciples prescribed in the respective Secretarial Standards for convening and conductingMeetings of Board of Directors General Meeting and matters related thereto. The Directorshave devised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards and that such systems are adequate and operating effectively.
The Company is in compliance with applicable Secretarial Standardsissued by the Institute of Company Secretaries of India New Delhi.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) the Directors ofthe Company state that:
a) in the preparation of the annual accounts for the year ended 31stMarch 2022 the applicable Accounting Standards had been followed along with properexplanations relating to material departures if any;
b) the Directors had adopted such accounting policies and applied themconsistently and made judgements 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 2021-22 and of the loss of the Company for that period;
c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the annual accounts had been prepared on a going concern basis;
e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls were adequate andoperating effectively;
f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
Mr. Ajay Kumar Chakraborty (DIN: 00133604) Mr. Siddhartha Shankar Roy(DIN: 08458092) and Ms. Gargi Singh (DIN: 08458152) are Independent Directors on the Boardof the Company as on 31st March 2022.
The Company has received declarations from the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof Section 149(6) of the Act read with the Schedules and Rules issued thereunder as wellas clause (b) of sub-regulation (1) of Regulation 16 and sub-regulation (8) of Regulation25 of the Listing Regulations (including any statutory modification(s) or re-enactment(s)thereof for the time being in force).
They have also registered themselves in the databank with the Instituteof Corporate Affairs of India as an Independent Director as per Rule 6(1) of the Companies(Appointment and Qualifications of Directors) Rules 2014.
The Board of Directors of the Company has reviewed the disclosures ofindependence submitted by the Independent Directors and is of the opinion that theIndependent Directors fulfill the conditions specified in the Act and Listing Regulationsand are independent of the management.
The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act. Further the Independent Directors havealso complied with Code of Conduct for Directors and Senior Management Personnelformulated by the Company.
COMPLAINCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS ANDSENIOR MANAGEMENT
All directors and senior management have affirmed compliance with theCode of Conduct for the Board of Directors and Senior Management. A declaration to thateffect is attached with the Corporate Governance Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152(6)(c) of the Act readwith Companies (Appointment and Qualification of Directors) Rules 2014 and Article 87 ofthe Articles of Association of the Company Mr. Sushil Kumar Agrawal (DIN: 00091793)Managing Director and Mr. Sunil Kumar Agrawal (DIN: 00091784) Non-Executive Director ofthe Company will retire by rotation at the ensuing Annual General Meeting and beingeligible offers themself for re-appointment.
Mr. Mahabir Prasad Agrawal Non-Executive Director has resigned fromthe Directorship of the Company due to pre-occupation w.e.f. close of working hours of 5thMay 2022. The Board places on record its deep appreciation for the services rendered byMr. Agrawal during his tenure as Director and Member of Committee of the Board ofDirectors of the Company.
Members of the Company at the 9th AGM held on 24thSeptember 2019 approved appointment of M/s. S. Bhalotia & Associates CharteredAccountants (Firm Registration No. 325040E) as Statutory Auditors of the Company for aterm of 5 years to hold the office from the conclusion of 9th AGM till the conclusion of14th AGM of the Company.
The requirement to place the matter relating to appointment of auditorsfor ratification by Members at every AGM has been done away by the Companies (Amendment)Act 2017 with effect from 7th May 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the 12th AGM.
M/s. S. Bhalotia & Associates have confirmed that they are withinthe limits specified under Section 141(3)(g) of the Companies Act 2013 and they are notdisqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and141 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014.
As required under Regulation 33(1)(d) of Listing Regulations M/s. S.Bhalotia & Associates have confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India.
There are no observations (including any qualification reservationadverse remarks or disclaimer) of the Auditors in their Audit Report that may call for anyexplanation from the Directors. The specific notes forming part of the accounts referredto in Auditor's Report are self- explanatory and give complete information.
Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed Mr. Asit Kumar Labh (CP No. 14664) Practising CompanySecretary as the Secretarial Auditor to conduct Secretarial Audit of the Company for theFinancial Year 2021-22.
The Secretarial Audit Report in Form MR-3 as given by the SecretarialAuditor for the Financial Year ended 31st March 2022 forms part of theDirectors Report and annexed as Annexure-'B'.
The Secretarial Auditors Report of the Company does not contain anyqualification reservation adverse remark or disclaimer that may call for any explanationfrom the Directors.
As per the requirements of the Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records for few of its products and accordingly suchaccounts are made and records have been maintained by the Company.
The Board of Directors of the Company on the recommendations made bythe Audit Committee has appointed M/s. B. Mukhopadhyay & Co. Cost Accountants as theCost Auditors of the Company to conduct the audit of cost records for the FY 2022-23 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 atactual 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 theremuneration payable to the Cost Auditor forms part of the Notice of the Annual GeneralMeeting and the same is recommended for your consideration.
Relevant cost audit report for the year 2020-21 was submitted to theCentral Government within stipulated time and was free from any qualification or adverseremarks. The Cost Audit Report for the financial year 2021-22 has been reviewed by theBoard of Directors at its meeting held on 29th July 2022 and the same will befiled with the Central Government within stipulated time. The said report is free from anyqualification or adverse remarks.
The Board of Directors of the Company on the recommendations made bythe Audit Committee has appointed S. K. Agrawal and Co. Chartered Accountants LLP (FRN:306033E/E300272) Chartered Accountants as Internal Auditors of the Company for the FY2021-22 in accordance with Section 138 of the Act read with the Companies (Accounts)Rules 2014.
There was no fraud reported by the Auditors of the Company underSection 143(12) of the Act to the Audit Committee or the Board of Directors during theyear under review.
DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME
During the year under review your Company has not provided anyemployee stock option/ purchase scheme.
PARTICUALRS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of the loans given investments made guarantees givenor security provided and the purpose for which the loan or guarantee or security isproposed to be utilised as per the provisions of Section 186 of the Act are provided inthe notes to the Financial Statements (Refer note no. 4 & 11).
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All transactions with related parties are placed before the AuditCommittee for approval and Board as applicable. Prior omnibus approval of the AuditCommittee is obtained for all the RPTs which are foreseeable and repetitive and/orentered in the ordinary course of business and are at arm's length basis.
All related party transactions during the year have been carried out atarms' length basis in the ordinary course of business.
There were no materially significant related party transactions enteredinto by the Company during the year under review which could conflict with the interest ofthe Company as a whole and as such disclosure in Form AOC-2 pursuant to Rule 8(2) of theCompanies (Accounts) Rules 2014 has not been made.
The policy on Related Party Transactions as approved by the Board ofDirectors of the Company may be accessed on the Company's website www.manaksiacoatedmetals.comand the weblink https://www.manaksiacoatedmetals.com/pdf/22_03_16/Policy_on_Related_Party_Transaction_Coated_Final_22316.pdf
PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THEFINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS
The details of related party disclosures with respect to loans/advances/ investments at the year end and maximum outstanding amount thereof during theyear as required under Part A of Schedule V of the Listing Regulations have been providedin the notes to the Financial Statements of the Company.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The details required pursuant to the provisions of Section 134(3)(m) ofthe Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating toConservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo formspart of this Directors Report and marked as Annexure-'C'.
RISK MANAGEMENT SYSTEM
Risk Management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimize monitor and mitigatethe probability and/or impact of unfortunate events or to maximize the realisation ofopportunities.
In accordance with the Listing Regulations the Board of Directors ofthe Company are responsible for framing implementing and monitoring the risk managementplans of the Company. The Company has a "Risk Management Policy" to identifyrisks associated with the Company assess its impact and take appropriate corrective stepsto minimize the risks that may threaten the existence of the Company. It helps insafeguarding the organization from various risks through adequate and timely actions. TheCompany manages monitors and reports on its risks and uncertainties that can impact itsability to achieve its objectives. The major risks have been identified by the Company andits mitigation process/measures have been formulated.
COMMITTEES OF THE BOARD
The Board of Directors have constituted Audit Committee Nomination& Remuneration Committee and Stakeholders' Relationship Committee to deal withspecific areas/activities that need a closer review and to have an appropriate structurefor discharging of its responsibilities.
The Company pursuant to the requirement of the provisions of Section177 of the Act read with the Regulation 18 of the Listing Regulations has in place AuditCommittee comprising of 4 (Four) members. The Committee is chaired by Mr. Ajay KumarChakraborty (DIN: 00133604) Independent Director. Ms. Gargi Singh (DIN: 08458152)Independent Director Mr. Siddhartha Shankar Roy (DIN: 08458092) Independent Director andMr. Sushil Kumar Agrawal (DIN: 00091793) Managing Director are the other Members. Mr.Rajendra Kumar Lodhi Chief Executive Officer and Mr. Mahendra Kumar Bang Chief FinancialOfficer is a permanent invitee to the Meeting. Ms. Sailja Gupta the Company Secretaryacts as a Secretary to the Committee.
The details of composition terms of reference and number of meetingsheld for the Committee is provided in the Corporate Governance Report.
There were no instances of any disagreement between the Committee andthe Board and all recommendations of the Audit Committee made during the year wereaccepted by the Board.
NOMINATION & REMUNERATION COMMITTEE
The Company pursuant to the provisions of Section 178(1) of the Actread with the Regulation 19 of the Listing Regulations has in place the Nomination &Remuneration Committee comprising of 4 (Four) members. The Committees is chaired by Mr.Siddhartha Shankar Roy (DIN: 08458092) Independent Director. Mr. Ajay Kumar Chakraborty(DIN: 00133604) Independent Director Ms. Gargi Singh (DIN: 08458152) IndependentDirector and Mr. Sunil Kumar Agrawal (DIN: 00091784) Non-Executive Director are theother members.
The details of composition terms of reference and number of meetingsheld for the Committee is provided in the Corporate Governance Report.
There were no instances of any disagreement between the Committee andthe Board and all recommendations of the Nomination & Remuneration Committee madeduring the year were accepted by the Board.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Company has formulated and adopted Remuneration Policy which isreviewed and revised from time to time by the Board of Directors taking any amended clauseinto consideration in accordance with the provisions of Section 178 of the Act andRegulation 19 read with Para A of Part D of Schedule II of Listing Regulations. TheCompany has also formulated the Criteria of making payment to Non-Executive Directorsincluding Independent Directors the website link for which has been provided in CorporateGovernance Report.
The said Policy of the Company inter-alia formulates the criteria forappointment of Executive Non-Executive and Independent Directors on the Board ofDirectors of the Company and persons in the Senior Management of the Company theirremuneration including determination of qualifications positive attributes independenceof Directors and such other matters as provided under sub-section (3) of Section 178 ofthe Act.
The policy aims to attract retain and motivate qualified people at theexecutive and at the board levels and ensures that the interests of Board members &senior executives are aligned with the business strategy objectives values and long-terminterests of the Company.
The policy contains detailed criteria for selection and appointment ofthe Board members and other executive members and also lays down the compensationstructure of Non-Executive Directors Executive Directors Key Managerial Personnel(s) andSenior Management Personnel(s).The said policy was revised by the Board of Directors inits meeting held on 21st May 2021 which forms part of the Directors Report andmarked as Annexure-'D'.
The policy is also available at the following weblink: https://www.manaksiacoatedmetals.com/pdf/Remuneration-Policy_Manaksia-Coated-Metals-Industries-Limited_29-05-2019.pdf
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of Section 178(5) of the Act read withRegulation 20 of the Listing Regulations the Company has in place the StakeholdersRelationship Committee comprising of 3 (Three) members. The Committee is chaired by Mr.Siddhartha
Shankar Roy (DIN: 08458092) Independent Director. Mr. Sushil KumarAgrawal (DIN: 00091793) Managing Director and Mr. Sunil Kumar Agrawal (DIN: 00091784)Non-Executive Director are the other members as on 31.03.2022.
The details of composition terms of reference and number of meetingsheld for the Committee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of the provisions of Section 135 ofthe Companies Act 2013 the Company has constituted a CSR Committee. The Company has alsoformulated a CSR Policy which is available on Company's website at https://www.manaksiacoatedmetals.com/pdf/CSR%20Policy_MCMIL_.pdf
In view of amended provisions in Section 135 of the Companies Act2013 the functions to be discharged by CSR Committee as the amount required to be spentby Company does not exceed Rs. 50 Lakhs. The existing functions of CSR Committee will bedischarged by the Board of Directors of the Company.
During the year under review in compliance with the provisions ofSection 135 of the Companies Act 2013 the Companies (Corporate Social Responsibility)Rules 2014 and the various notifications/circulars issued by the Ministry of CorporateAffairs the Company has contributed the eligible amount through implementing agencyengaged in activities specified in Schedule VII of the Companies Act 2013. The salientfeatures of the CSR policy along with the Report on CSR activities are given in RsAnnexure-E'to this Directors' Report.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulationsread with Guidance Note on Board Evaluation of SEBI dated 5th January 2017the Nomination & 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 bythe Board seeking feedback from all the Directors. The performance of the Committees wasevaluated by the Board seeking views from the Committee Members. As per Para VII ofSchedule IV of the Act the Independent Directors of the Company without theparticipation of Non-Independent Directors and members of management in their separatemeeting held on 11th August 2021 have reviewed the performance of:
Non-Independent Directors and the Board as a whole;
the Chairman of the Company taking into account the views ofExecutive Directors and Non Executive Directors;
assessed the quality quantity and timeliness of flow ofinformation between the company management and the board that is necessary for the boardto effectively and reasonably perform their duties.
The review of performance of Non-Independent Directors was done afterdiscussing with them on various parameters such as skill competence experience degreeof engagement ideas and planning etc. The Board performance was reviewed on variousparameters such as adequacy of the composition of the Board Board cultureappropriateness of qualification & expertise of Board members process ofidentification and appointment of Independent Directors inter-personal skills ability toact proactively managing conflicts managing crisis situations diversity in theknowledge and related industry expertise roles and responsibilities of Board membersappropriate utilization of talents and skills of Board members etc. The evaluation of theChairman of the Company was conducted on various parameters such as leadership qualitycapability availability clarity of understanding governance & compliance and degreeof contribution etc.
The Board of Directors of the Company expressed their satisfactiontowards the process of review and evaluation of performance of Board its Committees andof individual directors.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act read with Rule5 of the Companies (Accounts) Rules 2014 the details containing salient features of thefinancial statements of the Subsidiary Companies in Form AOC-1 forms part of this AnnualReport. During the year under review the Company does not have any Joint Ventures andAssociate Companies.
The details of performance of the Subsidiary Company is as follows:
Manaksia International FZE
There were no revenue during the Financial Year 2021-22. During theyear under review there were no operations in the Company.
JPA Snacks Private Limited
The total revenue of the Company for Financial Year 2021-22 stood atRs.13.42 Lacs. During the year the Company incurred a net loss of Rs. 32.38 Lacs.
Except as stated hereinabove the Company does not have joint ventureor associate company during the year under review.
MATERIAL SUBSIDIARY COMPANIES
Pursuant to Regulation 16(1)(c) of the Listing Regulations (as amendedfrom time to time) a subsidiary shall be considered as material if its income or networth exceeds ten percent of the consolidated income or net worth respectively of thelisted entity and its subsidiaries in the immediately preceding accounting year. Duringthe year under review there were no Material Subsidiary according to the net worththreshold of Regulation 16 of the Listing Regulations. Policy for determining MaterialSubsidiaries is provided at the following weblink: https://www.manaksiacoatedmetals.com/pdf/Policy-on-Material-Subsidiary_Coated.pdf
In terms of Regulation 25(7) of Listing Regulations your Company isrequired to conduct Familiarisation Programme for Independent Directors to familiarisethem about your Company including nature of industry in which your Company operatesbusiness model of your Company roles rights and responsibilities of IDs and any otherrelevant information. Further pursuant to Regulation 46 of the Listing Regulations yourCompany is required to disseminate on its website details of familiarisation programmeimparted to IDs including the details of
i) number of programmes attended by IDs (during the year and on acumulative basis till date)
ii) number of hours spent by IDs in such programmes (during the yearand on a cumulative basis till date) and iii) other relevant details.
Accordingly the details of familiarization programme imparted to theIndependent Directors is provided at the following weblink: https://www.manaksiacoatedmetals.com/pdf/Familiarization%20Programme_MCMIL_2021-22.pdf
The Company has neither accepted nor renewed any deposits during theyear under review in terms of provisions of Chapter V of the Act.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSCOURTS AND TRIBUNALS
The Company has not received any significant or material orders passedby any regulatory authority court or tribunal which may impact its going concern statusand Company's operations in future.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls withreference to the financial statements. Your Directors had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively. To commensurate the internal financial controlwith its size scale and complexities of its operations the Company on the recommendationof Audit Committee has appointed S K Agrawal and Co. Chartered Accountants LLP asInternal Auditors of the Company for the Financial Year 2021-22.
The Audit Committee reviews the Report submitted by the InternalAuditors. The Audit Committee actively reviews the adequacy and effectiveness of theinternal control systems in this regard your Board confirms the following:
a. Systems have been laid to ensure that all transactions are executedin accordance with management's general and specific authorization. There are well-laidmanuals for such general or specific authorization.
b. Systems and procedures exist to ensure that all transactions arerecorded as necessary to permit preparation of financial statements in conformity withgenerally accepted accounting principles or any other criteria applicable to suchstatements and to maintain accountability for aspects and the timely preparation ofreliable financial information.
c. Access to assets is permitted only in accordance with management'sgeneral and specific authorization. No assets of the Company are allowed to be used forpersonal purposes except in accordance with terms of employment or except as specificallypermitted.
d. The existing assets of the Company are verified/ checked atreasonable intervals and appropriate action is taken with respect to any differences ifany.
e. Proper systems are in place for prevention and detection of fraudsand errors and for ensuring adherence to the Company's policies.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In Compliance with the provisions of Section 177(9) of the Act andListing Regulations the Company has framed a Whistle Blower Policy to establish a vigilmechanism for Directors and employees to report genuine concerns about actual or suspectedunethical behavior mal practice wrongful conduct discrimination sexual harassmentfraud violation 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 www.manaksiacoatedmetals.com andthe weblink thereto is https://www.manaksiacoatedmetals.com/pdf/22_03_16/Whistle_Blower_Policy_Coated_Final_22316.pdf
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITON & REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at the workplaceand has adopted a Policy on prevention prohibition and redressal of sexual harassment atthe workplace in line with the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ('the Act') and Rules under it. YourCompany has complied with provisions relating to the constitution of an InternalComplaints Committee under the Act. The Internal Committee (IC) composes of internalmembers and an external member who has extensive experience in the field.
During the year under review no case of sexual harassment was reportedto the Internal Complaints Committee.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there were no funds which were required to be transferredto Investor Education and Protection Fund.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure pertaining to remuneration and other details as requiredunder the provisions of Section 197(12) of the Act read with applicable provisions of Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of the Directors Report and marked as Annexure- 'F'
During the year under review no employee of the Company drewremuneration in excess of the limits specified under the provisions of Section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and hence no disclosure is required to be made in theAnnual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In Compliance with the provisions of the Act and the ListingRegulations the Consolidated Financial Statements of the Company and its subsidiaryCompany is attached. The Consolidated Financial Statement has been prepared in accordancewith the applicable accounting standards issues by the Institute of Chartered Accountantsof India and shows the financial resources assets liabilities income profits and otherdetails of the Company and its subsidiaries.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCYAND BANKRUPTCY CODE 2016 (IBC)
During the year under reveiw two cases were filed by operationcreditors namely Rushabh Sealinks Pvt. Ltd. and Korea Trader Insurance corporation.However the first case has been resolved and settled and the second case is pending forhearing before the Tribunal.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the period under review no such settlement took place.
Your Company continues its relentless focus on strengtheningcompetition in all its businesses. It is the Endeavour of your Company to deploy resourcesin a balanced manner so as to secure the interest of the shareholders in the best possiblemanner in the short medium and long terms.
Your Directors convey their grateful appreciation for the valuablepatronage and co-operation received and goodwill enjoyed by the Company from its esteemedcustomers commercial associates banks financial institutions government authoritiesother stakeholders and the media.
Your Directors also wish to place on record their deep sense ofappreciation to all the employees at all levels for their commendable teamworkprofessionalism and enthusiastic contribution towards the working of the Company.
Your Directors look forward to the future with hope and conviction.
|Place: Kolkata || || |
|Dated: 29th July 2022 ||For and on behalf of the Board of Directors || |
| ||Sushil Kumar Agrawal ||Karan Agrawal |
| ||(Managing Director) ||(Whole-Time Director) |
| ||(DIN: 00091793) ||(DIN:05348309) |