Your Directors are pleased to present the 18th (Eighteenth) Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended 31st March 2019.
|FINANCIAL RESULTS : || || |
(Rs. in Lacs)
|PARTICULARS || |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Revenue ||69026.83 ||50249.45 ||69216.55 ||51244.30 |
|Profit Before Tax (PBT) ||1651.33 ||2654.68 ||1597.59 ||2227.29 |
|Less: Tax Expenses || || || || |
|- Current Tax ||655.00 ||1065.00 ||657.43 ||1065.00 |
|- Deferred Tax ||(35.33) ||(75.85) ||107.40 ||(399.74) |
|Profit for the period ||1031.66 ||1665.53 ||832.76 ||1562.03 |
|Other Comprehensive Income / (Loss) ||(0.24) ||(2.89) ||98.89 ||68.73 |
|Total Comprehensive Income for the period ||1031.42 ||1662.64 ||931.65 ||1630.76 |
|Balance brought forward from previous year ||4144.89 ||2482.25 ||4113.01 ||2482.25 |
|Total Amount available for appropriation ||5176.31 ||4144.89 ||5044.66 ||4113.01 |
|Appropriations: || || || || |
|Transfer to General Reserve ||- ||- ||- ||- |
|Surplus Carried to Balance Sheet ||5176.31 ||4144.89 ||5044.66 ||4113.01 |
|Total ||5176.31 ||4144.89 ||5044.66 ||4113.01 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Kindly refer to 'Management Discussion and Analysis Report' which forms a part of thisAnnual Report.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company during the year underreview.
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its future and therefore do not propose any dividend for theFinancial Year ended 31st March 2019.
TRANSFER TO RESERVES
The Board does not propose any amount for transfer to the General Reserve.
CHANGES IN SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March 2019 stood at Rs.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 Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended (hereinafter referred to as "Listing Regulations")forms a part of the Corporate Governance Report.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT 2013 (HEREINAFTER REFERRED TO AS 'THEACT') IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BYEMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES
No such instance took place during the year under review.
OPERATIONS AND BUSINESS PERFORMANCE
The details of operation and business performance of the Company has been elaborated inthe 'Management Discussion and Analysis Report' forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) read with Para B to Schedule V of the Listing Regulations formsa part of this Annual Report.
DETAILS RELATING TO MATERIAL VARIATIONS
The Company has not issued any prospectus or letter of offer during the last five yearsand as such the requirement for providing the details relating to material variation isnot applicable upon the Company for the year under review.
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 is no material change and commitment of the Company during the period between theend of the financial year 2018-19 and the date of this report which can affect thefinancial position of the Company for the year under review.
EXTRACT OF ANNUAL RETRUN
The extract of Annual Return as on 31st March 2019 in the prescribed Form MGT-9pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management andAdministration) Rules 2014 forms a part of this Directors' Report and marked as Annexure- "A" a copy of the same is also uploaded on the Company's website and theweblink thereto is http:// www.manaksiasteels.com/pdf/MGT-9_2018-19.pdf
CORPORATE GOVERNANCE REPORT
The Company follows the corporate governance guidelines and best practices sincerelyand discloses timely and accurate information regarding the operations and performance ofthe Company.
Pursuant to Regulation 34 read with Para C to Schedule V of the Listing Regulations aReport on the Corporate Governance along with a certificate from the Statutory Auditors ofthe Company confirming compliance with the conditions of the Corporate Governance isforming a part of this Directors' Report and marked as Annexure - "B".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of the number of meetings of Board of Directors of the Company held duringthe year have been provided in the Corporate Governance Report forming part of thisDirectors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls (IFC) and compliance systemsestablished and maintained by the Company work performed by the internal auditorsstatutory auditors cost auditors secretarial auditors and the reviews performed bymanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's IFC were adequate and effective during Financial Year2018-19.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of its knowledge and ability confirms that:
a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the Financial Year2018-19 and of the profit of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts had been prepared on a going concern basis;
e) 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) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors
The Company had 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 five years in the ExtraOrdinary General Meeting (EGM)of the Company held on 17th November 2014 upto the conclusion of Annual General Meeting(hereinafter referred to as "AGM") to be held for the financial year 2018-19 andaccordingly their present term will cease at the ensuing 18th AGM.
Further the Board at its Meeting held on 30th May 2019 on the recommendation of theNomination and Remuneration Committee and based on performance evaluation recommended forapproval of the Members re-appointment of Mr. Ajay Kumar Chakraborty Dr. Kali KumarChaudhuri and Mrs. Smita Khaitan as the Independent Directors of the Company in terms ofSection 149 of the Act and Regulation 17 of the Listing Regulations as amended witheffect from the ensuing AGM for a second term of five years. Requisite notices underSection 160 of the Act have been received in respect of Mr. Chakraborty Dr. Chaudhuriand Mrs. Khaitan who have submitted their consents to act as Directors of the Company ifappointed. The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of Independence as laid down under Section149(6) of the Act and Regulation 16 of the Listing Regulations. All requisite declarationswere placed before the Board.
During the proposed term of their re-appointment Dr. Kali Kumar Chaudhuri and Mr. AjayKumar Chakraborty will attain the age of seventy-five years on 17th September 2020 and6th April 2020 respectively. The Board at its aforesaid meeting on the recommendationsof the Nomination and Remuneration Committee recommended for the approval of the Membersfor continuation of Dr. Kali Kumar Chaudhuri and Mr. Ajay Kumar Chakraborty as IndependentDirectors of the Company from the day they attain the age of seventy-five years till theremaining period of their second term in compliance with the Listing Regulations.
Appropriate resolutions seeking your approval to the above will be appearing in theNotice convening the 18th AGM of the Company.
During the year under review Mr. Vineet Agrawal has ceased to be the Whole-timeDirector of the Company with effect from 14th February 2019 and will continue as theChief Executive Officer (CEO) of the Company. There has been no other changes in the KeyManagerial Personnel during the period under review.
Retire by Rotation
In accordance with the provision of Section 152 of the Act read with Article 87(1) ofthe Articles of Association of the Company Mr. Suresh Kumar Agrawal (DIN : 00520769) willretire by rotation at the ensuing 18th AGM and being eligible offers himself forre-appointment.
The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1(SS-1) on 'Meeting of the Board of Directors' and Secretarial Standard-2 (SS-2) on'General Meeting' and both the Secretarial Standards have been approved by the CentralGovernment under Section 118(10) of the Act. Pursuant to the provisions of Section 118(10)of the Act it is mandatory for the Company to observe the secretarial standards withrespect to the Board Meetings and General Meetings. The Company has adopted and followedthe set of principles prescribed in the respective Secretarial Standards for convening andconducting Meetings of Board of Directors General Meeting and matters related thereto.The Directors have devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards and that such systems are adequate and operatingeffectively.
STATUTORY AUDITOR AND AUDITORS' REPORT
The Company's Statutory Auditor M/s S.K. Agrawal and Co. Chartered Accountants (FirmRegistration No. 306033E) who were appointed with your approval at the 13th AGM of theCompany held on 10th September 2014 for a term of Five years will complete their presentterm on conclusion of the ensuing 18th AGM of the Company.
The Board on the recommendation of the Audit Committee recommended for the approvalof the members the appointment of M/s Agrawal Tondon & Co. Chartered Accountants(Firm Registration No. 329088E) as Statutory Auditors of the Company for a period of Fiveconsecutive years from the conclusion of the ensuing 18th AGM till the conclusion of the23rd AGM of the Company. On the recommendation of the Audit Committee the Board alsorecommended for the approval of the members the remuneration of M/s Agrawal Tondon &Co. for the financial year 2019-20. Appropriate resolution seeking your approval to theappointment and remuneration of M/s Agrawal Tondon & Co. as the Statutory Auditorswould form a part of the Notice convening the 18th AGM of the Company.
There is no observation (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 Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 read with Regulation 24A of the ListingRegulations the Board of Directors of the Company had appointed M/s. Vinod Kothari &Company Practicing Company Secretaries as Secretarial Auditor to conduct SecretarialAudit of the Company for the Financial Year 2018-19.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for thefinancial year ended 31st March 2019 forms a part of the Directors' Report and annexed asAnnexure-''C''.
There are no other observations (including any qualifications reservations adverseremarks or disclaimer) of the Secretarial Auditors in their Audit Report that may call forany explanations from the Director's of the Company except that a fine imposed by NSE& BSE for the quarter ended 31st December 2018 and for the period from 1st january2019 to 14th February 2019 for non-compliance with the Regualtion 17(1) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company had the practice of having a permanent chairman on the Board. However inview of need of a fair degree of rotation among other members for the position ofchairmanship and also recognizing the need for orderly transition the Board of Directorsof the Company had decided to abolish the position of the regular chairman. Prior to suchabolition of the position of the regular chairman the composition of the Board of theCompany was well in compliance as it had Three Independent Directors out of total SevenDirectors as required by Regulation 17 of the Listing Regulations. There was no inductionor resignation of director in the Board and hence the Company continued with the samecomposition of Board for both the phases i.e. prior to or post abolition for the positionof a Regular Chairman. The Company immediately upon receiving of the letter from theNational stock Exchange of India Limited ('NSE') rectified the Board composition and thecompliance status was duly intimated to the BSE Limited and NSE as a part of outcome ofthe Board Meeting held on 14th February 2019. At present the Board consists of SixDirectors out of which Three are Independent Directors i.e. half of the total strength ofBoard comprises of Independent Directors which is in compliance with Regulation 17(1) ofListing Regulations. The Company has paid the fine and filed application before therelevant Committee of the respective exchanges for waiver of fine and the same is pendingas on date. There is no other instance of any deviation from the statutory requirement ofthe Company during the Financial Year 2018-19. The Secretarial Audit Report confirms thatthe Company has complied with the applicable provisions of the Act Rules Regulations andGuidelines.
SEBI vide its Circular No. CIR/CFD/CMD/27/2019 dated 8th February 2019 has specifiedthat the listed entities shall additionally on an annual basis require a check by aCompany Secretary in Practice for compliance of all applicable SEBI Regulations andcirculars / guidelines issued there under and accordingly the Company has appointed M/s.PS & Associates Practicing Company Secretaries to carry out the necessary audit. Acertificate received from M/s. PS & Associates Practicing Company Secretaries wasplaced before the Board and will be filed with the Stock Exchange where the securities ofthe Company are listed.
Pursuant to the requirement of Section 148 of the Act cost audit is applicable on yourCompany for manufacturing items covered under Rule 3 of the Companies (Cost Records andAudit) Rules 2014. The Board of Directors of your Company on the recommendation of theAudit Committee has appointed M/s S. Chhaparia & Associates Cost Accountants as CostAuditors of the Company for the Financial Year 2018-19. As required under the Act theremuneration payable to the Cost Auditors was ratified by the shareholders in the AGM heldon 27th September 2018.
The Board pursuant to the provisions of Section 148 of the Act read with Companies(Cost Records and Audit) Rules 2014 has appointed M/s S. Chhaparia & Associates CostAccountants 33/1 N.S. Road Marshall House 7th Floor Room No. 748 Kolkata- 700 001as the Cost Auditors of the Company for the Financial Year 2019-20 and accordingly aresolution for seeking Members ratification for the remuneration payable to the CostAuditors would be placed before the forthcoming 18th AGM of the Company.
The due date for filing the Cost Audit Reports for Financial Year 2018-19 is 27thSeptember 2019 and the Cost Auditors are expected to file the reports with the CentralGovernment within the said period.
There was no fraud reported by the Auditors of the Company under Section 143(12) of theAct to the Audit Committee or the Board of Directors during the financial year underreview.
DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME
During the year under review your Company has not provided any employee stock option /purchase scheme.
PARTICUALRS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
The full particulars of the loans given investments made guarantees given or securityprovided and the purpose for which the loan or guarantee or security is proposed to beutilised as per the provisions of Section 186 of the Act are provided in the notes to theFinancial Statements (Refer note no. 45913 & 33).
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
In compliance with the provisions of the Act and the Listing Regulations each RelatedParty Transaction (RPT) is placed before the Audit Committee for prior approval. A prioromnibus approval of the Audit Committee is obtained on a yearly basis for the transactionswhich are foreseen and repetitive in nature. The transactions pursuant to the omnibusapproval so granted is subject to audit and a detailed quarterly statement of all RelatedParty Transactions duly certified by the Chief Financial Officer of the Company is placedbefore the Audit Committee for its review. The policy on RPTs as approved by the Boardis available on the Company's website at http://www.manaksiasteels.com and the weblinkthereto 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 basis and in theOrdinary Course of Business. Particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Act in the prescribed Form AOC-2 forms part of thisAnnual Report. Approval of shareholders at the ensuing AGM is being sought for onematerial RPT proposed to be entered into by the Company during the Financial Year 2019-20.The details of the proposed material RPT pursuant to Rule 15 of the Companies (Meetings ofBoard and its Powers) Rules 2014 will be provided in the Notice of AGM. There are nomaterially significant transactions entered into by your Company with Promoters Directorsor Key Managerial Personnel (KMPs) which have potential conflict with the interest of theCompany at large.
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 underPara A of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
The details required pursuant to the provisions of Section 134(3)(m) of the Act readwith Rule 8(3) of the Companies (Accounts) Rules 2014 relating to Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings and Outgo forms part of thisDirectors 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 realization of opportunities.
The Company has structured Risk Management system designed to safeguard theorganization from various risks through adequate and timely actions. The Company managesmonitors and reports on its risks and uncertainties that can impact its ability to achieveits objectives. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated.
The Company pursuant to the provisions of Section 177 of the Act read with Regulation18 of the Listing Regulations has in place Audit Committee. The Committee focuses oncertain specific areas and makes informed decisions in line with the delegated authorityand function according to the roles and defined scope. The details of composition termsof reference and number of meetings held for the Committee is provided in the CorporateGovernance Report.
There were no such instances wherein the Board had not accepted recommendation of theAudit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Company pursuant to the requirement of provisions of Section 178(1) of the Actread with Regulation 19 of the Listing Regulations has in place Nomination andRemuneration 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 and Regulation 19 readwith Para A of Part D of Schedule II of the Listing Regulations upon recommendation ofNomination and Remuneration Committee has devised a Remuneration Policy applicable to allExecutives of the Company i.e. Directors Key Managerial Personnel and Senior Management.The said policy forms part of this Director's Report and marked as Annexure- ''E''.
There were no such instances wherein the Board had not accepted recommendation of theNomination and Remuneration Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of Section 178(5) of the Act read with Regulation 20 ofthe Listing Regulations the Company has in place the Stakeholders Relationship Committee.The details of composition terms of reference and number of meetings held for theCommittee is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted a Corporate Social Responsibility Committee (herein afterreferred to as 'CSR') in accordance with Section 135 of the Act and Rules made thereunder.The composition and the detailed terms of reference of the CSR Committee are provided inthe Corporate Governance Report. The CSR activities are inter-alia focused on ImprovingLiteracy among rural tribal people and Promoting Education.
The report on CSR activities pursuant to clause (o) of sub-Section (3) of Section 134of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules2014 forms part of this report and marked as Annexure-''F''.
The Company has formulated CSR Policy indicating the activities to be undertaken by theCompany. The Policy has also been uploaded on the Company's website and the weblinkthereto is : http://www.manaksiasteels.com/upload/media/corporate-policies/Corporate-Social-Responsibility-Policy.pdf
There were no such instances wherein the Board had not accepted recommendations of theCSR Committee.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEAL) ACT 2013
The Company has constituted Internal Complaint Committee in compliance with theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
As per the Policy any employee may report his / her complaint to the InternalComplaint Committee formed for this purpose. The Company affirms that during the yearunder review adequate access was provided to any complainant who wished to register acomplaint under the Policy. During the year the Company has not received any complaint onsexual harassment.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES ANDINDIVIDUAL DIRCETORS
Pursuant to the provisions of the Act Regulation 25 of the Listing Regulations theBoard has carried out an Annual Evaluation of its own performance performance of theDirectors individually as well as the evaluation of the working of its Committees.Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations readwith the Guidance Note on Board Evaluation of SEBI dated 5th January 2017 the NRCCommittee has laid down the criteria for performance evaluation in a structuredquestionnaire 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 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 10th November 2018 to inter-alia performthe following:
Review the performance of Non-Independent Directors and the Board as a whole;
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 criteria for evaluation are briefly provided below:
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 knowledge and related industryexpertise roles and responsibilities of Board Members appropriate utilization of talentsand skills of Board Members etc. The evaluation of Independent Directors has been done bythe entire Board of Directors which includes performance of the Directors and fulfillmentof the independence criteria and their independence from the Management as specified inthe Listing Regulations.
The Board of Directors of the Company expressed their satisfaction towards the processof review and evaluation of Board its Committees and of Individual Directors.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of Listing Regulations your Company is required toconduct Familiarization Programme for Independent Directors (IDs) to familiarize themabout your Company including nature of industry in which the Company operates businessmodel of the Company roles rights and responsibilities of IDs and any other relevantinformation. Further pursuant to Regulation 46 of Listing Regulations the Company isrequired to disseminate on its website details of Familiarization Programme imparted toIDs including the details of:
i) number of programmes attended by IDs (during the year and on a cumulative basis tilldate)
ii) number of hours spent by IDs in such programmes (during the year and on acumulative basis till date) and;
iii) other relevant details.
Familiarization Programme undertaken for Independent Directors is provided at thefollowing weblink: http://www.manaksiasteels.com/pdf/Familiarization-Programme-data_msl_31-03-2019.pdf
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 the details containing salient features of the FinancialStatement of subsidiary companies / associate companies / joint ventures in Form AOC-1forms 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. The Revenue of the Companyduring the year ended 31st March 2019 stood at AED 14.21 Lacs (equivalent to Rs. 270.26Lacs). During the said period the Company had a net loss of AED 2.32 Lacs (equivalent toRs. 44.04 Lacs).
Federated Steel Mills Ltd
This Company is a subsidiary of Technomet International FZE. The Revenue of the Companyduring the year ended 31st March 2019 stood at Naira 2558.08 Lacs (equivalent to Rs.583.70 Lacs). During the said period the Company had a net loss of Naira 210.94 Lacs(equivalent to a net profit of Rs. 6.06 Lacs).
Far East Steel Industries Ltd
This Company is a subsidiary of Technomet International FZE. There was no Revenue ofthe Company during the year ended 31st March 2019.
Except as stated hereinabove the Company does not have any joint venture or associateCompany during the year under review.
MATERIAL SUBSIDIARY COMPANIES
In accordance with Regulation 16(1) (c) of the Listing Regulations material subsidiaryshall mean a subsidiary whose income or net worth exceeds ten percent of the consolidatedincome or net worth respectively of the listed entity and its subsidiaries in theimmediately preceding accounting year. The Company does not have any material subsidiary.The Company has formulated a Policy for determining Material Subsidiaries in accordancewith Listing Regulations and the said Policy for determining Material Subsidiaries isavailable at the following weblink:http://www.manaksiasteels.com/upload/media/corporate-policies/Policy-for-determining-Material-Subsidiaries.pdf
The Company has neither accepted nor renewed any deposits during the Financial Yearunder review in terms of the provisions of Chapter V of the Act.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
During the year the Company was in receipt of notice from BSE Limited and NationalStock Exchange of India Limited with respect to non-fulfillment of requirement ofRegulation 17(1) of Listing Regulations. Regulation 17(1) of Listing Regulations providesthat where the listed entity does not have a regular non-executive chairman atleast halfof the Board should comprise of Independent Directors. Accordingly the Exchange(s)observed that since there is no regular Chairman in the Company atleast half of the totalBoard should be of Independent Directors. In this regard the Company has complied withaforesaid requirement and also intimated to the Exchange(s) as a part of outcome of theBoard Meeting held on 14th February 2019. Both the Exchange(s) had levied a penalty forthe quarter ended December 2018 and also for the period from 1st January 2019 to 14thFebruary 2019 and accordingly the Company has paid the total penalty amount (including18% GST) levied by both the Exchange(s). Since the non-compliance was due to bona fidemistake and as such there was no conflict of interest during the said period ofnon-compliance and further it was the first instance of non-compliance by the Company andat present the composition of the Board is in compliance with Regulation 17(1) of theListing Regulations the Company has filed the waiver application before the waivercommittee of both the Exchange(s) and the same is pending as on date.
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. The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. To commensurate the internal financial control with its size scaleand complexities of its operations the Board based on the recommendation of the AuditCommittee in its meeting held on 16th May 2018 has appointed M/s NKAS & Associates(formerly M/s. Namita Kedia & Associates) Chartered Accountants (Firm Regn. No.328509E) as Internal Auditors of the Company for the Financial Year 2018-19.
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 the 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 timely preparation of reliable financialinformation.
c) Access to assets is permitted only in accordance with the management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with the terms of employment or except as specificallypermitted.
d) The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to any differences if any.
e) Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In compliance with the provisions of Section 177(9) of the Act and the ListingRegulations the Company has framed a Whistle Blower Policy to establish a vigil mechanismfor Directors and employees to report genuine concerns about actual or suspected unethicalbehavior malpractice wrongful conduct discrimination sexual harassment fraudviolation 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:http://www.manaksiasteels.com/upload/media/corporate- policies/Whistle-Blower-Policy.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure pertaining to remuneration and other details as required under theprovisions 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-''G''.
During the year under review no employee of the Company drew remuneration in excess ofthe limits specified under the provisions of Section 197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and hence no disclosure is required to be made in the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the provisions of the Act and Listing Regulations the ConsolidatedFinancial Statements of the Company and its subsidiaries are attached. The ConsolidatedFinancial Statement has been prepared in accordance with the applicable AccountingStandards issued by the Institute of Chartered Accountants of India and shows financialresources assets liabilities income profits and other details of the Company and itssubsidiaries.
Your Company continues its relentless focus on strengthening competition in all itsbusinesses. It is the endeavor of your Company to deploy resources in a balanced manner soas to secure the interest of the shareholders in the best possible manner in short mediumand 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 Central Government StateGovernment various Governments and Local Authorities other stakeholders 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.
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 : 30th May 2019 ||DIN: 00441271 ||DIN: 00867865 |