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Manaksia Coated Metals & Industries Ltd.

BSE: 539046 Sector: Metals & Mining
NSE: MANAKCOAT ISIN Code: INE830Q01018
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OPEN 13.75
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VOLUME 611
52-Week high 18.30
52-Week low 3.61
P/E 13.78
Mkt Cap.(Rs cr) 88
Buy Price 13.50
Buy Qty 3.00
Sell Price 13.85
Sell Qty 100.00
OPEN 13.75
CLOSE 13.75
VOLUME 611
52-Week high 18.30
52-Week low 3.61
P/E 13.78
Mkt Cap.(Rs cr) 88
Buy Price 13.50
Buy Qty 3.00
Sell Price 13.85
Sell Qty 100.00

Manaksia Coated Metals & Industries Ltd. (MANAKCOAT) - Director Report

Company director report

FY 2019-20

Dear Shareholders

Your Directors are pleased to present the 10th (Tenth) Annual Report onthe business and operations of the Company together with the Audited Financial Statementsfor the year ended 31st March 2020.

FINANCIAL HIGHLIGHTS:

Particulars

Standalone

Consolidated

2018-19 2018-19
Revenue from Operations 24585.02 25104.11 24692.65 26450.91
Profit Before Tax 288.35 279.76 79.91 211.31
Add/(Less): Tax Expenses
Current Tax - 69.00 - 69.00
Deferred Tax Liability/(Asset) (240.65) 183.65 (240.65) 183.65
Tax for earlier year 41.11 - 41.11 -
Total Tax Expenses (199.54) 252.65 (199.54) 252.65
Profit After Tax 487.89 27.12 279.45 (41.34)
Other Comprehensive Income 2.63 1.48 122.27 69.94
Total Comprehensive Income for the year 490.52 28.59 401.72 28.60
Balance brought forward from previous year 388.97 361.85 242.52 299.33
Surplus/(Deficit) carried to Balance Sheet 876.86 388.97 521.97 242.52

More details on the financial statements of the Company along withother relevant information and financial ratios have been presented under the ManagementDiscussion & Analysis section of this Annual Report.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to 'Management Discussion and Analysis Report' which formspart of the Annual Report.

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.

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 2019-20.

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 31st March 2020stood at ' 655.34 lacs divided into 65534050 equity shares of Re. 1 each.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights duringthe financial year 2019-20.

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the financial year2019-20.

C) Issue of employee stock options

The Company did not issue employee stock options during the financialyear 2019-20.

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 2019-20.

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.

OPERATIONS AND BUSINESS PERFORMANCE

The details of operation and business performance of the Company hasbeen elaborated in the 'Management Discussion and Analysis Report' forming part of thisAnnual Report.

DETAILS PERTAINING TO CREDIT RATINGS

Details of credit rating as required under Regulation 34(3) read withPara C of Schedule V of the Listing Regulations forms part of the Corporate GovernanceReport.

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 CHANGESAND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVEOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS 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 2019-20and 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

Towards the end of the financial year the World Health Organisation(WHO) declared COVID-19 a pandemic. COVID-19 is seen having an unprecedented impact onpeople and economies worldwide. The outbreak of COVID-19 pandemic had a moderate to highimpact on the businesses of the Company. The Company is taking all necessary measures interms of mitigating the impact of the challenges being faced in the business. It isfocused on safety of employees and other stakeholders controlling the fixed costsmaintaining liquidity and closely monitoring the supply chain to ensure that themanufacturing facilities operate smoothly.

All the plants/offices/project sites were temporarily shut down duringlate March 2020 and were partially re-opened at some locations in the last week of April2020 after obtaining requisite government approvals. 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.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on 31st March 2020 in the prescribedForm MGT-9 pursuant to Section 92(3) of the Act read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 forms part of this Directors' Report andmarked as Annexure- 'A'. The extract is also available under the Investors section on thewebsite of the Company at www.manaksiacoatedmetals.com 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-'B'.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during theFinancial Year 2019-20. The details of the meetings of the Board of Directors of theCompany convened during the Financial Year 2019-20 are given in the Corporate GovernanceReport which forms part of this Annual Report.

SECRETARIAL STANDARDS

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 2020 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 2019-20 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 2020.

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).

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

Mr. Bharat Begwani has resigned from the post of Chief FinancialOfficer of the Company with effect from close of business hours of 22nd May 2019. TheBoard wishes to gratefully acknowledge Mr. Begwani's committed and dedicated servicesduring his tenure with the Company.

The Board based on the recommendation of Nomination & RemunerationCommittee at its meeting held on 29th May 2019 has appointed Mr. Siddhartha Shankar Roy(DIN: 08458092) and Ms. Gargi Singh (DIN: 08458152) as Non-Executive Independent Directorsfor a term of 5 (Five) years which was approved by the Shareholders in the Annual GeneralMeeting held on 24th September 2019. Further the Board has appointed Mr. Mahendra Bangas Chief Financial Officer of the Company w.e.f. 29th May 2019.

Mrs. Smita Khaitan and Dr. Kali Kumar Chaudhuri had resigned asNon-Executive Independent Directors of the Board effective from 4th June 2019 and 19thJune 2019 due to health reasons and to pursue other interests and commitmentsrespectively. The Board places on record its sincere appreciation for the contributionsmade by both the Independent Directors during their tenure as Director and Member ofvarious committees of the Board of Directors of the Company. Further upon a favourablerecommendation from the Board's Nomination & Remuneration Committee the Board at itsmeeting held on 14th August 2019 approved 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 which was approved by theShareholders at the Annual General Meeting held on 24th September 2019.

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. Karan Agrawal (DIN: 05348309)

Whole-time Director and Mr. Debasis Banerjee (DIN: 08164196) Whole-timeDirector of the Company will retire by rotation at the ensuing Annual General Meeting andbeing eligible offers themself for re-appointment.

Mr. Karan Agrawal (DIN: 05348309) was appointed as the Whole-timeDirector of the Company with effect from 17th November 2014 for a period of three years.Subsequently he was re-appointed for a further period of three years with effect from17th November 2017. Mr. Sushil Kumar Agrawal (DIN: 00091793) was appointed as theManaging Director of the Company with effect from 23rd November 2014 for a period ofthree years. Subsequently he was re-appointed for a further period of three years witheffect from 23rd November 2017.

Mr. Debasis Banerjee (DIN: 08164196) was appointed as the Whole-timeDirector of the Company with effect from 2nd August 2018 for a period of three years.

Accordingly pursuant to the recommendation of Nomination &Remuneration Committee and after taking into consideration expertise knowledge inrespective field which is beneficial to the Company in the long run experience andvaluable inputs the Directors provide to the Company the Board of Directors at itsmeeting held on 14th August 2020 has re-evaluatedthe tenure and has approved there-appointement of Mr. Sushil Kumar Agrawal as Managing Director Mr. Karan agrawal andMr. Debasis as Whole-time Directors of the Company liable to retire by rotation for aterm of 3 (Three) years w.e.f. 23rd November 2020 17th November 2020 and 2nd August2021 respectively subject to approval of shareholders in the ensuing Annual GeneralMeeting

The brief profiles of the Directors recommended by the Board forappointment/re-appointment have been provided in the Notice convening the Tenth (10th)AGM.

AUDITORS Statutory Auditors

As per the provisions of the Act the period of office of M/s. S. K.Agrawal & Co. Chartered Accountants (Firm Registration No. 306033E) StatutoryAuditors of the Company expired at the conclusion of 9th (Ninth) Annual General Meeting.The Company has appointed M/s. S. Bhalotia & Associates Chartered Accountants (FirmRegistration No. 325040E) as Statutory Auditors of the Company for a term of 5 (five)consecutive years on such remuneration as may be determined by the Board of Directorsbased on the recommendation of the Audit Committee and mutually agreed by the StatutoryAuditors and Management of the Company in addition to the reimbursement of out-of-pocketexpenses as may be incurred by them for the purpose of audit. M/s. S. Bhalotia &Associates Chartered Accountants (Firm Registration No. 325040E) have confirmed theireligibility and qualification required under the Act for holding the office as StatutoryAuditors of the Company.

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.

Secretarial Auditors

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 M/s. Deepak Khaitan & Co. Practising Company Secretariesas the Secretarial Auditor to conduct Secretarial Audit of the Company for the FinancialYear 2019-20.

The Secretarial Audit Report in Form MR-3 as given by the SecretarialAuditor for the Financial Year ended 31st March 2020 forms part of the Directors Reportand annexed as Annexure-'C'.

The Secretarial Auditors Report of the Company does not contain anyqualification reservation adverse remark or disclaims that may call for any explanationfrom the Directors. The Secretarial Audit Report however contain an observation that theCompany is yet to file same of forms with Registrar of Companies and it has beenrepresented to the Auditor the Company is in the process of filing the same.

Cost Auditors

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 2020-21 inaccordance with Section 148 of the Act read with Companies (Cost Records and Audit) Rules2014 at a remuneration of ' 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 of 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 2018-19 was submitted to theCentral Government within stipulated time and was free from any qualification or adverseremarks. The Cost Audit Report for the financial year 2019-20 has been reviewed by theBoard of Directors at its meeting held of 14th August 2020 and the same will be filedwith central Government within stipulated time. The said report is free from anyqualification or adverse remarks.

Internal Auditors

The Board of Directors of the Company on the recommendations made bythe Audit Committee has appointed M/s. S. K. Agrawal & Co. (FRN: 326033E) CharteredAccountants as Internal Auditors of the Company for the FY 2020-21 in accordance withSection 138 of the Act read with the Companies (Accounts) Rules 2014.

<p >FRAUD REPORTING

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 INVESTMENTSUNDER 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

As required under the Listing Regulations related party transactionsare placed before the Audit Committee for approval. Wherever required prior approval ofthe Audit Committee is obtained on an omnibus basis for continuous transactions and thecorresponding actual transactions become a subject of review at subsequent Audit CommitteeMeetings. The transactions entered into pursuant to the omnibus approval so granted arereviewed by the Audit Committee and a statement giving details of all related partytransactions is placed before the Audit Committee and the Board of Directors for theirapproval on a quarterly basis.

All related party transactions/arrangements entered into by the Companyduring the year were on an arm's length basis and 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 websitewww.manaksiacoatedmetals.com and the weblink thereto http://www.manaksiacoatedmetals.com/pdf/22_03_16/Policy_on_Related_Party_Transaction_Coated_Fmal_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-'D'.

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 with specificareas/activities that need a closer review and to have an appropriate structure fordischarging of its responsibilities.

Audit Committee

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.Mahendra Kumar Bang Chief Financial Officer is a permanent invitee to the Meeting. Ms.Sailja Gupta the Company Secretary acts 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 the othermembers.

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 a Nomination and RemunerationPolicy in accordance with the provisions of Section 178 of the Act and Regulation 19 readwith Para A of Part D of Schedule II of Listing Regulations.

The said Policy of the Company inter-alia formulates thecriteria for appointment of Executive Non-Executive and Independent Directors on theBoard of Directors of the Company and persons in the Senior Management of the

Company their remuneration including determination of qualificationspositive attributes independence of Directors and such other matters as provided undersub-section (3) of Section 178 of the 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 forms part of the Directors Report andmarked as Annexure- 'E'.

The policy is also available at the following weblink:http://www.manaksiacoatedmetals.com/pdf/Remuneratton-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 Kumar Agrawal(DIN: 00091793) Managing Director and Mr. Sunil Kumar Agrawal (DIN: 00091784)Non-Executive Director are the other members.

The details of composition terms of reference and number of meetingsheld for the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to your Company.

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 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 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 NonIndependent Directors and members of management in their separatemeeting held on 29th May 2019 have reviewed the performance of:

• Non-Independent Directors and the Board as a whole;

• the Chairman of the Company taking into account the views 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 ASSOCIATECOMPANIES

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:

Foreign Subsidiary:

Manaksia International FZE

There were no revenue during the Financial Year 2019-20. During theyear the Company incurred a net loss of AED 0.32 Lacs (equivalent to ' 6.18 Lacs).

Indian Subsidiary:

JPA Snacks Private Limited

The total revenue of the Company for Financial Year 2019-20 stood at '109.92 Lacs. During the year the Company incurred a net loss of ' 202.25 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 Manaksia International FZE has became the material subsidiaryaccording to the net worth threshold of Regulation 16 of the Listing Regulations. Policyfor determining Material Subsidiaries is provided at the following weblink:http://www.manaksiacoatedmetals.com/pdf/Policy-on-Material-Subsidiary_Coated.pdfFAMILIARIZATION PROGRAMME

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 :http://www.manaksiacoatedmetals.com/pdf/Familiarizatton-Programme_MCMIL-24062019.pdfDEPOSITS

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 PASSEDBY THE REGULATORS COURTS 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 INTERNALFINANCIAL CONTROLS WITH REFERENCE 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 M/s Agrawal Tondon & Co. Chartered Accountants asInternal Auditors of the Company for the Financial Year 2019-20. The Audit Committeereviews the Report submitted by the Internal Auditors. The Audit Committee activelyreviews the adequacy and effectiveness of the internal control systems in this regardyour 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 and theweblink thereto is http://www.manaksiacoatedmetals.com/pdf/22_03_16/Whistle_Blower_Policy_Coated_Final_22316.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITON & 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 yearunder review no case of sexual harassment was reported to the Internal ComplaintsCommittee. 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 PROCESSINITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC)

During the period under review no Corporate Insolvency ResolutionProcess was initiated under the Insolvency and Bankruptcy Code 2016 (IBC).

ACKNOWLEDGEMENT

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.

For and on behalf of the Board of Directors

Sushil Kumar Agrawal Karan Agrawal
Place: Kolkata

(Managing Director)

(Whole-Time Director)

Dated: 14th August 2020 (DIN: 00091793) (DIN:05348309)