Your Directors are pleased to present the Sixteenth Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31st March 2017.
FINANCIAL RESULTS :
(Rs in Lacs)
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||33554.14 ||29036.46 |
|Profit Before Tax (PBT) ||1429.68 ||821.46 |
|Less: Provisions for Taxation ||531.90 ||323.64 |
|Profit After Tax (PAT) ||897.78 ||497.82 |
|Balance brought forward from previous year ||1863.97 ||1866.15 |
|Total Amount available for appropriation ||2761.75 ||2363.97 |
|Appropriations : || || |
|Transfer to General Reserve ||- ||500.00 |
|Surplus Carried to Balance Sheet ||2761.75 ||1863.97 |
|Total ||2761.75 ||2363.97 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Kindly refer to 'Management Discussion and Analysis Report' which forms part of theAnnual Report.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company during the financialyear 2016-17.
To conserve the resources for future the Board of Directors has decided not torecommend any dividend for the financial year ended 31st March 2017.
TRANSFER TO RESERVES
No amount was transferred to the General Reserve during the year under review.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March 2017 stood at '655.34 lacs. During the year under review the Company has not issued any further shares.
DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT
Details of shares held in the demat suspense account as required under Regulation 34(3)read with Para F of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Corporate Governance Report.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 IN RESPECT OF ANY SCHEME OFPROVISION OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFITOF EMPLOYEES
No such instance took place during the year under review.
OPERATIONS AND BUSINESS PERFORMANCE
Kindly refer to 'Management Discussion and Analysis Report' which forms part of theDirectors' Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) read with Para B of Schedule V of the the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of this Annual Report.
DETAILS RELATING TO MATERIAL VARIATIONS
Since no prospectus or letter of offer has been issued during last 5 years there is noquestion of any material variation.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany during the year under review. EXTRACT OF ANNUAL RETRUN
The extract of Annual Return as on 31st March 2017 in the prescribed Form MGT-9pursuant to section 92(3) of the Companies Act 2013 read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 forms part of this Directors' Report andmarked as Annexure-"A".
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Report on the CorporateGovernance along with a certificate from the Auditors of the Company confirming compliancewith the conditions of the Corporate Governance is annexed as Annexure-"B".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of number of meetings of the Board of Directors held during the year underreview forms part of the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofsection 134(3)(c) and 134(5) of the Companies Act 2013:
a) that in the preparation of the annual accounts for the year ended 31st March 2017the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;
b) that 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 2016-17 and of the profit of the Company for that period;
c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) that the annual accounts had been prepared on a going concern basis;
e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and operating effectively;
f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has appointed Mr. Ajay Kumar Chakraborty (DIN: 00133604) Dr. Kali KumarChaudhuri (DIN: 00206157) and Mrs. Smita Khaitan (DIN: 01116869) as Independent Directorsof the Company for a fixed term of 5 (Five) years in the Extra Ordinary General Meeting ofthe Company held on 17th November 2014.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under section 149(6)of the Companies Act 2013 and Regulation 16 of the Listing Regulations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152(6) of the Companies Act 2013 andArticle 87 of the Articles of Association of the Company Mr. Varun Agrawal (DIN:00441271) Managing Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.
During the year under review the designation of Mr. Vineet Agrawal (DIN: 00441223) hasbeen changed from Non-Executive Director to Whole-time Director designated as ChiefExecutive Officer (CEO) of the Company with effect from 21st July 2016.
The brief Resume/Profile of the Directors recommended by the Board forappointment/re-appointment forms part of Notice convening the 16th Annual General Meeting.
STATUTORY AUDITORS & AUDITORS' REPORT
Messers S. K. Agrawal & Co. Chartered Accountants (Firm Registration No.306033E) had been appointed as statutory auditors of the Company at the 13th AnnualGeneral Meeting held on 10th September 2014 to hold office from the conclusion of 13thAnnual General Meeting till the conclusion of 18th Annual General Meeting on suchremuneration as may be fixed by the Board apart from reimbursement of out-of-pocketexpenses as may be incurred by them for the purpose of audit.
In accordance with section 139(1) of the Companies Act 2013 the Board recommends suchappointment of M/s. S. K. Agrawal & Co. Chartered Accountants for ratification by themembers in the ensuing Annual General Meeting.
There are no observations (including any qualification reservation adverse remarks ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. The specific notes forming part of the accounts referred to in Auditor'sReport are self- explanatory and give complete information.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. Vinod Kothari & Company Practising CompanySecretaries to conduct Secretarial Audit of the Company for the Financial Year 2016-17.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for theFinancial Year ended 31st March 2017 forms part of the Directors Report and annexed asAnnexure-"C".
The Secretarial Auditors Report addressed to the shareholders of the Company does notcontain any qualification reservation adverse remark or disclaimer.
Pursuant to the requirement of section 148 of the Companies Act 2013 cost audit isapplicable on your Company for manufacturing items covered under Rule 3 of Companies (CostRecords and Audit) Rules 2014. The Board of Directors of your Company on therecommendation of Audit Committee has appointed M/s. B Mukhopadhyay & Company CostAccountants as Cost Auditors of the Company for the Financial Year 2016-17. As requiredunder the Companies Act 2013 the remuneration payable to the Cost Auditor was ratified bythe shareholders in the Annual General Meeting held on 24th September 2016.
The due date for filing the Cost Audit Reports for Financial Year 2016-17 is 27thSeptember 2017 and the Cost Auditors are expected to file the reports with the CentralGovernment within the said period.
The Board pursuant to the provisions of section 148 of the Companies Act 2013 readwith the Companies (Cost Records and Audit) Rules 2014 has re-appointed M/s BMukhopadhyay & Co. Cost Accountants B-20 Amarabati Sodepur Kolkata- 700 110 asthe Cost Auditors of the Company for the Financial Year 2017-18 and accordingly aresolution for seeking Members ratification for the remuneration payable to the CostAuditors would be placed before the forthcoming Annual General Meeting.
There was no fraud reported by the Auditors of the Company under section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the year underreview.
DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME
During the year under review your Company has not provided any employee stockoption/purchase scheme.
PARTICUALRS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees or investments have been disclosed under Note No.11 15 & 27 of financial statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company with related parties forthe year under review were on arm's length basis and in the ordinary course of businessand were reviewed by the Audit Committee and that the provisions of section 188(1) of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014are not attracted. Further there are no materially significant related party transactionsduring the year under review made by the Company which may have a potential conflict withthe interest of the Company at large. Thus disclosure in Form AOC-2 is not required.
All Related Party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof unforeseen nature. The transactions entered into pursuant to the omnibus approval sogranted are reviewed by the Audit Committee and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors fortheir noting on a quarterly basis.
During the year under review the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Company's policy of Materiality of Related Party Transactions.
The policy on Related Party Transactions as approved by the Board of Directors of theCompany may be accessed on the Company's website www.manaksia.com and the weblink theretohttp://www.manaksia.com/pdf/msl/Policy_on_Related_ Party_Transactions_Steels_22316.pdf.
PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR ASREQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS
The details of related party disclosures with respect to loans/ advances/ investmentsat the year end and maximum outstanding amount thereof during the year as required underPart A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 have been provided in the notes to the Financial Statements of theCompany.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGAND OUTGO
The details required pursuant to the provisions of section 134(3)(m) of the CompaniesAct 2013 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-"D".
RISK MANAGEMENT SYSTEM
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate the probabilityand/or impact of unfortunate events or to maximize the realisation of opportunities.
The Company has structured Risk Management Policy designed to safeguard theorganization from various risks through adequate and timely actions. The Company managesmonitors and reports on its risks and uncertainties that can impact its ability to achieveits objectives. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated.
The Company pursuant to the requirement of the provisions of section 177 of theCompanies Act 2013 read with Regulation 18 of the Listing Regulations has in place AuditCommittee comprising of 4 (Four) members Mr. Ajay Kumar Chakraborty (DIN: 00133604) -Independent Director (Chairman) Dr. Kali Kumar Chaudhuri (DIN: 00206157) - IndependentDirector Mrs. Smita Khatian (DIN: 01116869) - Independent Director and Mr. Suresh KumarAgrawal (DIN: 00520769) - Non-Executive Director. The detailed terms of reference of theCommittee is provided in the Corporate Governance Report.
There were no such instances wherein the Board has not accepted recommendation of theAudit Committee.
NOMINATION & REMUNERATION COMMITTEE
The Company pursuant to the provisions of section 178(1) of the Companies Act 2013read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has in place the Nomination & Remuneration Committee comprising of 4(Four) members Dr. Kali Kumar Chaudhuri (DIN: 00206157) - Independent Director(Chairman) Mr. Ajay Kumar Chakraborty (DIN: 00133604) - Independent Director Mrs. SmitaKhaitan (DIN: 01116869) - Independent Director and Mr. Suresh Kumar Agrawal (DIN:00520769) - Non-Executive Director*. The detailed terms of reference of the Committee isprovided in the Corporate Governance Report.
The Company pursuant to provisions of section 178(3) of the Companies Act 2013 andRegulation 19 read with Para A of Part D of Schedule II of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 upon recommendation of Nomination &Remuneration Committee has devised a policy on Remuneration of Directors and KeyManagerial Personnel and other employees. The said policy forms part of the Directors'Report and marked as Annexure-"E".
* Appointed as member of Nomination & Remuneration Committee with effect from21.07.2016.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of section 178(5) of the Companies Act 2013 read withRegulation 20 of the the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has in place the Stakeholders Relationship Committeecomprising of 3 (Three) members Dr. Kali Kumar Chaudhuri (DIN: 00206157)- IndependentDirector (Chairman) Mr. Suresh Kumar Agrawal (DIN: 00520769) - Non-Executive Director andMr. Varun Agrawal (DIN: 00441271) - Managing Director. The detailed terms of reference ofthe Committee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has in place a Corporate Social Responsibility (CSR) Committee inaccordance with section 135 of the Companies Act 2013 and the relevant rules madethereunder. The composition and the terms of reference of the CSR Committee are providedin the Corporate Governance Report. The CSR activities are inter-alia focused on ruraldevelopment and promoting education. The Report on CSR activities pursuant to clause (o)of sub-section (3) of section 134 of the Companies Act 2013 and Rule 9 of the Companies(Corporate Social Responsibility Policy) Rules 2014 forms part of this Report and markedas Annexure-"F".
Pursuant to the provisions of the Companies Act 2013 and the the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Nomination &Remuneration Committee has laid down the criteria for performance evaluation in astructured questionnaire form after taking into consideration various aspects of the Boardfunctioning composition of the Board and its Committees culture execution diligenceintegrity awareness and performance of specific laws duties obligations and governanceon the basis of which the Board has carried out the annual evaluation of its ownperformance the performance of Board Committees and of Directors individually by way ofindividual and collective feedback from Directors. Further pursuant to Para VII ofSchedule IV of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Independent Directors of the Company without theparticipation of Non-Independent Directors and members of management convened a separatemeeting on 8th February 2017 to perform the following:
review the performance of Non-Independent Directors and the Board as a whole;
review the performance of the Chairman of the Company taking into account theviews of executive directors and non-executive directors;
assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The review of performance of Non-Independent Directors was done after discussing withthem on various parameters such as skill competence experience degree of engagementideas & planning etc. The Board performance was reviewed on various parameters suchas adequacy of the composition of the Board Board culture appropriateness ofqualification & expertise of Board members process of identification and appointmentof Independent Directors inter-personal skills ability to act proactively managingconflicts managing crisis situations diversity in the knowledge and related industryexpertise roles and responsibilities of Board members appropriate utilization of talentsand skills of Board members etc. The evaluation of the Chairman of the Company wasconducted on various parameters such as leadership quality capability availabilityclarity of understanding governance & compliance and degree of contribution etc.
The Board of Directors of the Company expressed their satisfaction towards the processof review and evaluation of performance of Board its Committees and of individualdirectors.
Familiarization programme undertaken for Independent Directors is provided at thefollowing weblink:http://www.manaksia.com/pdf/Details-of-Familiarisation-Program-imparted-to-IDs-Steels.pdf
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary joint venture or associate company during theyear under review.
The Company has neither accepted nor renewed any deposits during the year under reviewin terms of Chapter V of the Companies Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which may impact its going concern status andCompany's operations in future.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. Your Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. To commensurate the internal financial control with its size scaleand complexities of its operations the Company on the recommendation of Audit Committeehas appointed M/s Namita Kedia & Associates Chartered Accountants as InternalAuditor of the Company.
The Audit Committee reviews the Report submitted by the Internal Auditors. The AuditCommittee actively reviews the adequacy and effectiveness of the internal control systems.In this regard your Board confirms the following:
a) Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.
b) Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.
c) Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.
d) The existing assets of the Company are verified/checked at reasonable intervals andappropriate action is taken with respect to differences if any.
e) Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
In compliance with the provisions of section 177(9) of the Companies Act 2013 and thethe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas framed a Whistle Blower Policy to establish a vigil mechanism for directors andemployees to report genuine concerns about actual or suspected unethical behaviormalpractice wrongful conduct discrimination sexual harassment fraud violation of theCompany policies including Code of Conduct without fear of reprisal/retaliation. TheWhistle Blower Policy/Vigil Mechanism has also been uploaded on Company's website:http://www. manaksia.com/pdf/msl/Whistle_Blower_Policy_Steels_220316.pdf
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITON &REDRESSAL) ACT 2013
There has been no such case pending during the year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure pertaining to remuneration and other details as required under theprovisions of section 197(12) of the Companies Act 2013 read with the applicableprovisions of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of the Directors' Report and marked asAnnexure-"G".
Your Company continues its relentless focus on strengthening competition in all itsbusinesses. It is the endeavour of your Company to deploy resources in a balanced mannerso as to secure the interest of the shareholders in the best possible
manner in the short medium and long terms.
Your Directors convey their grateful appreciation for the valuable patronage andco-operation received and goodwill enjoyed by the Company from its esteemed customerscommercial associates banks financial institutions Government Authorities otherstakeholders and the media.
Your Directors also wish to place on record their deep sense of appreciation to all theemployees at all levels for their commendable team-work professionalism and enthusiasticcontribution towards the working of the Company during the year under review.
Your Directors look forward to the future with hope and conviction.
| || |
For and on behalf of the Board of Directors
| ||Varun Agrawal ||Mrinal Kanti Pal |
|Place : Kolkata ||Managing Director ||Director |
|Dated : 19th May 2017 ||DIN:00441271 ||DIN:00867865 |