Your Directors are pleased to present the 20th (Twentieth) AnnualReport on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended 31st March 2021.
(Rs in Lacs)
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Total Revenue ||39398.38 ||49061.56 ||51154.59 ||53922.05 |
|Profit Before Tax (PBT) ||2685.95 ||976.49 ||3440.62 ||1052.80 |
|Less: Tax Expenses || || || || |
|- Current Tax ||700.00 ||310.00 ||760.88 ||310.00 |
|- Deferred Tax ||17.46 ||(203.69) ||25.41 ||(116.90) |
|Profit for the period ||1968.50 ||870.18 ||2654.33 ||859.70 |
|Other Comprehensive Income / (Loss) ||572.50 ||(194.38) ||510.38 ||(259.43) |
|Total Comprehensive Income for the period ||2540.99 ||675.80 ||3164.71 ||600.26 |
|Balance brought forward from previous year ||5852.11 ||5176.31 ||5644.91 ||5044.65 |
|Total Amount available for appropriation ||8393.10 ||5852.11 ||8809.62 ||5644.91 |
|Appropriations: || || || || |
|Transfer to General Reserve ||- ||- ||- ||- |
|Surplus Carried to Balance Sheet ||8393.10 ||5852.11 ||8809.62 ||5644.91 |
|Total ||8393.10 ||5852.11 ||8809.62 ||5644.91 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Kindly refer to 'Management Discussion and Analysis Report' which formsa part of this 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.
In view of the planned business growth your Directors deem it properto preserve the resources of the Company for its future and therefore do not propose anydividend for the Financial Year ended 31st March 2021.
No amount was required to be transferred to Investor Education andProtection Fund (IEPF) during the year under review.
TRANSFER TO RESERVES
The Board did not propose any amount for transfer to the GeneralReserve.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March 2021stood at Rs 655.34 Lacs. During the year under review the Company has not issued anyfurther shares.
DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT
Details of shares held in the demat suspense account as required underRegulation 34(3) read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended (hereinafter referred to as "ListingRegulations") forms a part of the Corporate Governance Report.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 (HEREINAFTERREFERRED TO AS 'THE ACT') IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OFOWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES
There were no such instances during the year under review.
OPERATIONS AND BUSINESS PERFORMANCE
The spread of COVID-19 has severely impacted businesses around theglobe. In many countries including India there has been severe disruption to regularbusiness operations due to lockdowns disruptions in transportation and supply chaintravel bans quarantines social distancing and other emergency measures. The operationsin the overseas subsidiaries of the Company situated in Nigeria and UAE have also beendisrupted and the demand for product in those countries has dropped as never before. Themanagement is evaluating the situation very closely and necessary steps are being taken.The Company has resumed its operations / business activities with reduced manpowerstrength as per the directives of State Government and Central Government guidelines asapplicable and is also adhering to all preventive measure as per various Governmentdirectives. The Company has evaluated its liquidity position and recoverability andcarrying values of its assets and has concluded that no material adjustments are requiredat this stage in the Financial Statements.
The details of operation and business performance of the Company hasbeen elaborated in the 'Management Discussion and Analysis Report' forming part of thisAnnual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) read with Para B to Schedule V of the ListingRegulations forms part of this Annual Report.
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 to 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 is no material change and commitment of the Company during theperiod between the end of the financial year 2020-21 and the date of this report which canaffect the financial position of the Company for the year under review.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and 134(2)(a) of the Act draft Annual Returnin Form MGT-7 has been uploaded on the website of the Company and the weblink thereto ishttps://www.manaksiasteels.com/pdf/MGT-7_2020-21.pdf
The final Annual Return in Form MGT-7 as will be filed with the MCA asper the provisions of the Company Act 2013 shall also be uploaded on the website of theCompany.
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 to Schedule V of the ListingRegulations a Report on Corporate Governance along with a certificate from the StatutoryAuditors of the Company confirming compliance with the conditions of the CorporateGovernance is forming part of this Director's Report and marked as Annexure-"A".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of number of meetings of the Board of Directors of theCompany held during the year have been provided in the Corporate Governance Report formingpart of this Directors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls (IFC) andcompliance systems established and maintained by the Company work performed by theInternal Auditors Statutory Auditors Cost Auditors Secretarial Auditors and the reviewsperformed by management and the relevant Board Committees including the Audit Committeethe Board is of the opinion that the Company's IFC were adequate and effective duringFinancial year 2020-21.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act theBoard of Directors of the Company to the best of its knowledge and ability confirmsthat:
a) in the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;
b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at the end of thefinancial year 2020-21 and of the profit 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 an 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors
During the year under review there were no changes in the compositionof Board of Directors of the Company.
However on Friday May 21 2021 Mrs. Smita Khaitan (DIN: 01116869)Independent Woman Director of the Company had passed away. Mrs. Khaitan was associatedwith the Company for more than a decade time. The Company has been immensely benefittedfrom her vision and guidance during her tenure of association with the Company. Mrs.Khaitan was also a member of Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee and Corporate Social Responsibility Committee of Boardof Directors of the Company.
Mrs. Nidhi Baheti (DIN: 08490552) on the recommendation of theNomination and Remuneration Committee was appointed by the Board as an AdditionalDirector and subject to the approval of the Members also as an Independent Directorwith effect from 16th June 2021. By virtue of Article 90 of the Articles of Associationof the Company and Section 161 of the Act Mrs. Nidhi Baheti will vacate office at theensuing Annual General Meeting of your Company. Accordingly as recommended by theNomination and Remuneration Committee the Board at its aforesaid meeting also recommendedfor the approval of Members the appointment of Mrs. Baheti as an Independent Director interms of Section 149 of the Act and Regulation 17 of the Listing Regulations for a periodof five consecutive years with effect from 16th June 2021 i.e. upto 15th June 2026.Requisite notice under Section 160 of the Act has been received in respect of Mrs. Bahetiwho has filed her consent to act as Director of the Company if appointed.
Appropriate resolutions seeking your approval to the above will beappearing in the Notice convening the 20th AGM of your Company.
Retire by Rotation
In accordance with the provision of Section 152 of the Act read withArticle 87(1) of the Articles of Association of the Company Mr. Mrinal Kanti Pal (DIN:00867865) Director is liable to retire by rotation at the ensuing 20th Annual GeneralMeeting and being eligible offer himself for re-appointment.
Key Managerial Personnel
There has been no change in the Key Managerial Personnel of the Companyduring the year under review.
The Company's Independent Directors have submitted requisitedeclarations confirming that they continue to meet the criteria of independence asprescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations. The Independent Directors have also confirmed that they have complied withSchedule IV of the Act and the Company's Code of Conduct.
All the Independent Directors of the Company have registered themselveswith the Independent Directors' Data Bank maintained by the Indian Institute of CorporateAffairs. In terms of Section 150 of the Act read with Rule 6(4) of the Companies(Appointment and Qualification of Directors) Rules 2014 the Independent Directors arerequired to undertake online proficiency self-assessment test conducted by the IICA withina period of two years from the date of inclusion of their names in the data bank unlessthey fall within the exempted category. The Independent Directors who were not fallingwithin exempted category will undertake the online self-assessment proficiency test in duecourse. In the opinion of the Board all the Independent Directors of the Companypossesses requisite integrity expertise and experience.
The Institute of Company Secretaries of India (ICSI) has issuedSecretarial Standard-1 (SS-1) on 'Meetings of the Board of Directors' and SecretarialStandard-2 (SS-2) on 'General Meeting' and both the Secretarial Standards have beenapproved by the Central Government under section 118(10) of the Companies Act 2013.Pursuant to the provisions of section 118(10) of the Act 2013 it is mandatory for thecompany to observe the Secretarial Standards with respect to the Board 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.
STATUTORY AUDITOR AND AUDITORS' REPORT
M/s Agrawal Tondon & Co. Chartered Accountants (Firm RegistrationNo. 329088E) had been appointed as Statutory Auditors of the Company at the 18th AGM ofthe Company held on 25th September 2019 for a period of five consecutive years to holdoffice from the conclusion of the 18th AGM till the conclusion of the 23rd AGM of theCompany on such remuneration as may be determined by the Board of Directors based on therecommendation of the Audit Committee and mutually agreed by the Statutory Auditors inaddition to the reimbursement of out-of-pocket expenses as may be incurred by them for thepurpose of audit.
There is no observation (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 read with Regulation24A of the Listing Regulations the Board of Directors of the Company had appointed MKB& Associates Practicing Company Secretaries as Secretarial Auditors to conductSecretarial Audit of the Company for the Financial Year 2020-21.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the SecretarialAuditors for the financial year ended 31st March 2021 forms a part of the Directors'Report and marked as Annexure-''B''.
As detailed in the previous year's Directors Report BSE Limited andNational Stock Exchange of India Limited had imposed fine upon the Company for noncompliance with Regulation 17(1) of the Listing Regulations. The Company had paid finerectified the unintentional default and filed application before relevant committees ofthe respective Stock Exchanges for waiver of fine. National Stock Exchange of IndiaLimited based on the Company's application has waived the fine and refunded the fineamount. BSE Limited based on the Company's application has also waived the fine for March 2019 quarter.
The Secretarial Audit Report confirms that the Company has compliedwith the provisions of the Act Rules Regulations and Guidelines and that there were nodeviations or non-compliances. There are no observations (including any qualificationsreservations adverse remarks or disclaimer) of the Secretarial Auditors in their AuditReport that may call for any explanations from Directors of the Company.
SEBI vide its circular No. CIR/CFD/CMD/27/2019 dated 8th February 2019has specified that the listed entities shall additionally on an annual basis require acheck by a Company Secretary in Practice for compliance of all applicable SEBI Regulationsand circulars / guidelines issued there under and accordingly the Company has appointedBajaj Todi & Associates (formerly PS & Associates) Practicing Company Secretariesto carry out necessary audit. A certificate received from Bajaj Todi & AssociatesPracticing Company Secretaries was placed before the Board and had been filed with theStock Exchanges where the Securities of the Company are listed.
Pursuant to the requirement of Section 148 of the Act Cost Audit isapplicable on the Company for manufacturing items covered under Rule 3 of the Companies(Cost Records and Audit) Rules 2014. The Board of Directors of the Company on therecommendation of the Audit Committee has appointed B. Mukhopadhyay & Co CostAccountants as Cost Auditors of the
Company for the Financial Year 2020-21. As required under the Act theremuneration payable to the Cost Auditors for FY 2020-21 was ratified by the shareholdersin the AGM held on 29th September 2020.
The Board pursuant to the provisions of Section 148 of the Act readwith Companies (Cost Records and Audit) Rules 2014 has re-appointed B. Mukhopadhyay &Co Cost Accountants B-20 Amarabati Sodepur Kolkata - 700110 as the Cost Auditors ofthe Company for the Financial Year 2021-22 and accordingly a resolution for seekingMembers ratification for the remuneration payable to the Cost Auditors for the FY 2021-22would be placed before the forthcoming 20th AGM of the Company. The Cost Auditors areexpected to file the Cost Audit Report with Central Government within the specifiedperiod.
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 thefinancial year under review.
DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME
During the year under review your Company has not provided anyemployee stock option / purchase scheme.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE ACT
The full particulars of the loans given investments made guaranteesgiven or security provided and the purpose for which the loan or investment or guaranteeor security is proposed to be utilised as per the provisions of Section 186 of theCompanies Act 2013 are provided in the notes to the Financial Statements (Refer note no.38 and 42)
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
In compliance with the provisions of the Act and the ListingRegulations each Related Party Transaction (RPT) is placed before the Audit Committee forprior approval. A prior omnibus approval of the Audit Committee is obtained on an yearlybasis for the transactions which are foreseen and repetitive in nature. The transactionspursuant to the omnibus approval so granted is subject to audit and a detailed quarterlystatement of all Related Party Transactions duly certified b y the Chief Financial Officerof the Company is placed before the Audit Committee for its review. The policy on RPTs asapproved by the Board is available on the Company's website athttp://www.manaksiasteels.com and the weblink thereto http://www.manaksiasteels.com/upload /media/corporate-policies/Policy-on-Related-Party-Transactions.pdf
During the year under review all RPTs were on Arm's Length Price basisand in the Ordinary Course of Business. The particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2forms part of this Annual Report. Approval of shareholders at the ensuing AGM is beingsought for material RPT(s) proposed to be entered into by the Company during the FinancialYear 2021-22. The details of the proposed material RPT pursuant to Rule 15 of theCompanies (Meetings of Board and its Powers) Rules 2014 will be provided in the Notice ofAGM. There are no materially significant transactions entered into by the Company withPromoters Directors or Key Managerial Personnels (KMPs) which have potential conflictwith the interest of the Company at large.
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 Para A of Schedule V of the Listing Regulations have been providedin the notes to the Financial Statements of the Company (Refer note no. 42).
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 Earnings and Outgoforms part 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 realization ofopportunities.
The Company has structured Risk Management System designed tosafeguard 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.
The Company pursuant to the provisions of Section 177 of the Act readwith Regulation 18 of the Listing Regulations has in place an Audit Committee. TheCommittee focuses on certain specific areas and makes informed decisions in line with thedelegated authority and function according to the roles and defined scope. The details ofcomposition terms of reference and number of meetings held for the Committee is providedin the Corporate Governance Report.
There were no such instances wherein the Board had not acceptedrecommendation of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Company pursuant to the requirement of provisions of Section 178(1)of the Act read with Regulation 19 of the Listing Regulations has in place the Nominationand Remuneration Committee. The details of composition terms of reference and number ofmeetings held for the Committee is provided in the Corporate Governance Report.
The Company pursuant to provisions of Section 178 of the Act andRegulation 19 read with Para A of Part D of Schedule II of the Listing Regulations uponrecommendation of Nomination and Remuneration Committee has devised a Remuneration Policyapplicable to all Executives of the Company i.e. Directors Key Managerial Personnels andSenior Management. The said policy forms part of this Director's Report and marked as Annexure-''D''.
There were no such instances wherein the Board had not acceptedrecommendation of the Nomination and Remuneration Committee.
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. The details of composition terms of reference and number ofmeetings held for the Committee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted a Corporate Social Responsibility Committee(hereinafter referred to as "CSR Committee") in accordance with Section 135 ofthe Act and Rules made thereunder. The composition and the detailed terms of reference ofthe CSR Committee are provided in the Corporate Governance Report. The CSR activities are inter-aliafocused on Improving Literacy among Rural Tribal People and Promoting Education.
The report on CSR activities pursuant to clause (o) of sub-section (3)of Section 134 of the Act and Rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 forms part of this Director's Report and marked as Annexure-/'E''.
The Company has formulated CSR Policy indicating the activities to beundertaken by the Company. The Policy has also been uploaded on the Company's website andthe weblink thereto is:
There were no such instances wherein the Board had not acceptedrecommendation of the CSR Committee.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITON AND REDRESSAL) ACT 2013
The Company has constituted Internal Complaint Committee in compliancewith the provisions of Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013.
As per the Policy any employee may report his/ her complaint to theInternal Complaint Committee formed for this purpose. The Company affirms that during theyear under review adequate access was provided to any complainant who wished to registera complaint under the Policy. During the year the Company has not received any complainton sexual harassment.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Regulation 25 of the ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors individually as well as the evaluation of the working of itsCommittees. Pursuant to the provisions of the Act and Regulation 25 of the ListingRegulations read with the Guidance Note on Board Evaluation of SEBI dated 5th January2017 the NRC Committee has laid down the criteria for performance evaluation in astructured questionnaire form after taking into consideration various aspects of theBoards functioning composition of the Board and its Committees culture executiondiligence integrity awareness and performance of specific laws duties obligations andgovernance on the basis of which the Board has carried out the Annual Evaluation of itsown performance the performance of Board Committee and of Directors individually by wayof individual and collective feedback from Directors. Further pursuant to para VII ofSchedule IV of the Act and provisions of the Listing Regulations the IndependentDirectors of the Company without participation of Non-Independent Directors and Membersof Management convened a separate meeting on 15th July 2020 to inter-aliaperform the following:
Review the performance of Non-Independent Directors and theBoard as a whole;
Assess 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 criteria for evaluation are briefly provided below:
The review of performance of Non-Independent Directors was done afterdiscussing with them on various parameters such as skill competence experience degreeof engagement ideas & 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 knowledgeand related industry expertise roles and responsibilities of Board members appropriateutilization of talents and skills of Board Members etc. The evaluation of IndependentDirectors has been done by the entire Board of Directors which includes performance of theDirectors and fulfillment of the independence criteria and their independence from theManagement as specified in the Listing Regulations.
The Board of Directors of the Company expressed their satisfactiontowards the process of review and evaluation of Board its Committees and of IndividualDirectors during the year under review and also concluded that no further action isrequired based on the current year's observations.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of Listing Regulations your Company isrequired to conduct Familiarization Programme for Independent Directors (IDs) tofamiliarize them about your Company including nature of industry in which the Companyoperates business model of the Company roles rights and responsibilities of IDs and anyother relevant information. Further pursuant to Regulation 46 of Listing Regulations theCompany is required to disseminate on its website details of Familiarization 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.
Familiarization Programme undertaken for Independent Directors isprovided at the following weblink:
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 subsidiary companies/ associate companies/ joint ventures in FormAOC-1 forms a part of this Annual Report.
The details of performance of the Subsidiary Companies are as follows:
Technomet International FZE
This Company is a subsidiary of Manaksia Steels Limited. TheRevenue of the Company during the year ended 31st March 2021 stood at AED 7.61 Lacs(equivalent to Rs 153.80 Lacs). During the said period the company had a net gain of AED1.32 Lacs (equivalent to Rs 26.73 Lacs).
Federated Steel Mills Ltd
This Company is a subsidiary of Technomet International FZE. TheRevenue of the Company during the year ended 31st March 2021 stood at Naira 57294.43Lacs (equivalent to Rs 11420.87 Lacs). During the said period the Company had a net gainof Naira 3784.20 Lacs (equivalent to a net profit Rs 734.78 Lacs).
Far East Steel Industries Ltd
This Company is a subsidiary of Technomet International FZE. Therewas no Revenue of the Company during the year ended 31st March 2021.
Sumo Agrochem Ltd
This Company is a subsidiary of Technomet International FZE. TheRevenue of the Company during the year ended 31st March 2021 stood at Naira 1383.38 Lacs(equivalent to Rs 275.76 Lacs). During the said period the Company had a net loss of Naira17.00 Lacs (equivalent to a net loss Rs 3.39 Lacs).
Except as stated hereinabove the Company does not have any jointventure or associate company during the year under review. Further the Company has notformed any new Subsidiary Joint Ventures or Associate and no existing company has ceasedto be the Subsidiary Joint Venture or Associate of the Company during the year underreview.
MATERIAL SUBSIDIARY COMPANIES
In accordance with Regulation 16(1)(c) of the Listing Regulationsmaterial subsidiary shall mean a subsidiary whose income or net worth exceeds ten percentof the consolidated income or net worth respectively of the listed entity and itssubsidiaries in the immediately preceding accounting year. The Company does not have anymaterial subsidiary. The Company has formulated a Policy for determining MaterialSubsidiaries in accordance with Listing Regulations and the said Policy for determiningMaterial Subsidiaries is available at the following weblink:
The Company has neither accepted nor renewed any deposits during theFinancial Year under review in terms of the 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 its 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 financial statements. The Directors have 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 Board based on therecommendation of the Audit Committee in its meeting held on 15th July 2020 has appointedS K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Previously S K AGRAWAL AND CO) (Firm Regn.No. E300272) as Internal Auditors of the Company for the Financial Year 2020-21.
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 the Board confirms the following:
a) Systems have been laid down to ensure that all transactions areexecuted in accordance with management's general and specific authorization. There arewell-laid manuals 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 timely preparation of reliablefinancial information.
c) Access to assets is permitted only in accordance with themanagement's general and specific authorization. No assets of the Company are allowed tobe used for personal purposes except in accordance with the terms of employment or exceptas specifically permitted.
d) The existing assets of the Company are verified/ checked atreasonable intervals and appropriate action is taken with respect to differences if any.
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 and theListing 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 malpractice wrongful conduct discrimination sexual harassmentfraud violation of the Company's policies including Code of Conduct without fear ofreprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded onCompany's website and the weblink thereto is: https: / /www.manaksiasteels.com/upload/media/corporate-policies/Whistle-Blower-Policy.pdf
DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OFTHE FINANCIAL YEAR
During the Financial Year 2020-21 the Company has not made anyapplication or proceeding which is pending under the Insolvency and Bankruptcy Code 2016.
DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
There was no one time settlement made with the Banks or FinancialInstitutions during the Financial Year 2020-21 and accordingly no question arises for anydifference between the amount of the valuation done at the time of one time settlement andthe valuation done while taking loan from Banks or Financial Institutions during the yearunder review.
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 Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms a part of thisDirectors' Report and marked as Annexure-F.
Details of employees of the Company drew remuneration in excess of thelimits specified under the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has been provided in Annexure - F of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the provisions of the Act and Listing Regulationsthe Consolidated Financial Statements of the Company and its subsidiaries are attached.The Consolidated Financial Statement has been prepared in accordance with the applicableAccounting Standards issued by the Institute of Chartered Accountants of India and setsout the financial resources assets liabilities income profits and other details of theCompany and its subsidiaries.
Your Company continues its relentless focus on strengtheningcompetition in all its businesses. It is the endeavor of your Company to deploy resourcesin a balanced manner so as to secure the interest of shareholders in the best possiblemanner in 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 Central and StateGovernment various Government and Local Authorities other 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 team-workprofessionalism 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 || |
| ||Varun Agrawal ||Mrinal Kanti Pal |
|Place: Kolkata ||Managing Director ||Director |
|Date : 16th June 2021 ||DIN: 00441271 ||DIN: 00867865 |