Dear Shareholders,
Your Directors are pleased to present the Thirty Ninth Annual Report on the business
and operations of the Company together with the Audited Financial Statements for the
financial year ended 31 st March, 2023.
FINANCIAL RESULTS:
(Rs. in Lacs)
|
STANDALONE |
CONSOLIDATED |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Revenue |
25804.82 |
7183.92 |
124271.84 |
123457.86 |
Earning before Interest, Tax, Depreciation & |
12076.12 |
815.39 |
22349.56 |
28850.59 |
Amortization (EBITDA) |
|
|
|
|
Profit Before Tax (PBT) |
11994.39 |
782.46 |
18735.21 |
25407.40 |
Less: Provision for Taxation |
2272.52 |
(63.72) |
7956.65 |
6785.51 |
Less: Share of Profittransferred to Minority |
- |
- |
97.32 |
317.14 |
Interest |
|
|
|
|
Profit AfterTax (PAT) |
9721.87 |
846.18 |
10681.24 |
18304.75 |
Other Comprehensive Income (OCI) |
3.09 |
3.64 |
(2435.05) |
(5789.68) |
Total Comprehensive Income for the year |
9724.96 |
849.82 |
8343.51 |
12832.21 |
Balance brought forward from previous year |
2340.46 |
3457.69 |
148363.68 |
132009.90 |
Adjustments |
3.32 |
2.61 |
(0.99) |
13.06 |
Total (other than OCI) |
12065.65 |
4306.48 |
159043.93 |
150327.71 |
Dividend on Equity Shares |
1966.02 |
1966.02 |
1966.02 |
1966.02 |
Transfer to General Reserve |
- |
- |
- |
- |
Surplus Carried to Balance Sheet |
10993.63 |
2340.46 |
157077.91 |
148361.69 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Kindly refer to Management Discussion and Analysis Report' which forms 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 Company during the year under
review.
DIVIDEND
The Board of Directors in its meeting held on 10th November, 2022, had
declared Interim Dividend to the shareholders of the Company @150% i.e. Rs. 3/- per share
on face value of H2/- per equity share for 6,55,34,050 equity shares, aggregating to
Rs.1966.02 Lacs. The Board fixed Friday, 25 th November, 2022 as record date
for the purpose of payment of Interim Dividend to the shareholders entitled thereto.
The Board of Directors of the Company has also recommended final dividend @150%
i.e.H3/- per share for the approval of the shareholders, as mentioned in the notice
convening the 39th Annual General Meeting for the Financial Year 2022-23. The
Final Dividend will be paid within thirty days from the date of AGM provided the same is
approved by the shareholders of the Company.
During the Financial Year under review, unclaimed dividend for the Financial Year
2015-16 aggregating to H 2,68,740/- have been transferred by the Company to the Investor
Education and Protection Fund.
Dividend Distribution Policy
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 ("Listing Regulations") the Board of Directors of the Company
has formulated and adopted the Dividend Distribution Policy. The said policy has been
uploaded at the website of the Company and is available at the following link:
https://www.manaksia. com/DividendDistributionPolicy.pdf
TRANSFER TO RESERVES
The Board did 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,
2023 stood at H 1310.68 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 Listing Regulations forms part of the Corporate Governance
Report.
DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (THE ACT') INfinancial
RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR
BY TRUSTEES FOR THE BENEFITS OF EMPLOYEES
There was no such instance during the year under review.
OPERATIONS AND BUSINESS PERFORMANCE
The Company is engaged in manufacturing operations through overseas and Indian
subsidiaries. The overseas subsidiaries are based in Nigeria and Ghana. The Nigerian
overseas companies manufacture colour coated roofing sheets, galvanized roofing financial
statement to be prepared sheets, aluminium roofing sheets, packaging papers, ROPP and
crown closures. The Indian subsidiary manufactures sponge iron. Metal demand was an area
of concern in FY 23. However, overall sales volume remained unaffected due to better price
realizations; the Company performed in line with expectations.
The financial year 2022-23 was an election year in Nigeria. new President took oath and
announced his commitment to strengthen the Nigerian economy. When the Nigerian economy
grows, the management expects to see a larger off take of roofing sheets. By the virtue
being the largest producer of roofing sheets in Nigeria, your Company will be attractively
placed to capitalize resulting in increased capacity utilization. Packaging paper demand
remained steady during the year under review; the Company generated a sizeable operating
surplus from this segment. The installed capacity in packaging paper segment increased 30%
in FY 2022-23 complemented by distribution network expansion, expected to translate into
sustained outperformance. Further details of sectoral review, operation and business
performance of the Company has been elaborated in the 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 stipulated
under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations forms
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 years
and as such, the requirement for providing the details relating to material variation is
not applicable to the Company for the year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no material change and/or commitment of the
companyduringtheperiodbetweentheendofthe year 2022-23 and the date of this report which
can affect the financial position of the Company for the year under review except that the
exchange rate of Naira corresponding to USD has been devaluated. The Financial Statements
has been prepared considering the exchange rate of Naira to USD viz-a-viz to INR as on the
last date of the financial year. However, as on the date of this report Naira has been
devaluated approximately by 68%. The impact of devaluation of Naira will have impact on
the financials including net worth of the Company and will for the bereflectedinthe
FY 2023-24.
ANNUAL RETURN
Pursuant to Section 92(3) and 134(2)(a) of the Act, draft Annual Return in Form MGT-7
has been uploaded on the website of the Company and the web link thereto is
https://www.manaksia. com/pdf/MGT-7_2022-23.pdf
The final Annual Return in Form MGT-7 as will be filed with the MCA, as per the
provisions of the Company Act, 2013 shall also be uploaded on the website of the Company.
CORPORATE GOVERNANCE REPORT
The Company follows the corporate governance guidelines and best practices sincerely,
and discloses timely and accurately adequate information regarding the operations and
performance of the Company.
Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations, a
Report on Corporate Governance along with a certificate from the Statutory Auditors of the
Company confirming compliance with the conditions of the
Corporate Governance forms part of this report and marked as
"Annexure-A".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Particulars relating to the number of meetings of Board of Directors of the Company
held during the year, have been provided in the Corporate Governance Report forming part
of this Directors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory,
secretarial auditors and the reviews performed by management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company's
Internal Financial
Controls were adequate and effective during the Financial Year 2022-23.
Accordingly, pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirms that:
a) in the preparation of the annual accounts for the year ended 31st March,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;
b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company as at the end of the financial year
2022-23 and of the profit and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets 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 followed by the Company
and that such internal financial controls were adequate and operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Board of Directors
Mr. Varun Agrawal (DIN: 00441271), on the recommendation of the Nomination and
Remuneration Committee was appointed by the Board as an Additional Director (Category: Non
Executive Non Independent) with effect from 10th August, 2022 to hold office
for a period of three months from the date of his appointment or upto the ensuing general
meeting, whichever is earlier. The Board at its aforesaid meeting also approved for
appointment of Mr. Varun Agrawal as Non-Executive Non-Independent Director in the Company,
liable to retire by rotation with effect from 10th August, 2022, subject to the
approval of the shareholders. The shareholders at the 38th Annual General
Meeting (AGM) approved the appointment of Mr. Varun Agrawal as Non-Executive
Non-Independent Director, liable to retire by rotation w.e.f. 10th August,
2022.
Mr. Kanad Purkayastha, Independent Director of the Company had passed away on 21st
June, 2022. Mr. Purkayastha was associated with the Company for last three years. The
Company has been immensely benefitted from his vision and guidance during his tenure of
association with the Company. Mr. Purkayastha was also a member of Audit Committee of the
Company.
Mr. Sunil Kumar Agrawal, (DIN: 00091784) Non-Executive Director, who was appointed as a
non-rotational director at the 37th AGM of the Company to hold office from the
date of 37th AGM till the date of 38th AGM of the Company has ceased
to be the Director of the Company from the conclusion of 38th AGM i.e. 27th
September, 2022.
There has been no other change in the composition of Board during the year under
review.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act read with Article 87(1) of
the Articles of Association of the Company, Mr. Vineet Agrawal, Director of the Company,
is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment.
Key Managerial Personnel
There had been no change in the Key Managerial Personnel of the Company during the
period under review.
Independent Directors
The Independent Directors of the Company have submitted requisite declarations
confirming that they continue to meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company's Code of Conduct. In the opinion of the Board, there has been
no change in the circumstances which may affect their status as independent directors of
the Company and the Board is satisfied of the integrity, expertise and experience of all
independent directors on the board.
All the Independent Directors of the Company have registered themselves with the
Independent Directors' Data Bank maintained by the Indian Institute of Corporate Affairs
(IICA). 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 are required to undertake online proficiency
self-assessment test conducted by the IICA within a period of two years from the date of
inclusion of their names in the data bank, unless they fall within the exempted category.
All the Independent Directors who are not falling within exempted category, have
successfully cleared the online proficiency self-assessment test.
SECRETARIAL STANDARDS
The Institute of Company Secretaries of India 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
Central Government 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
with respect to Board Meeting and General Meeting. The Company has adopted and followed
the set of principles prescribed in the respective Secretarial Standards for convening and
conducting Meetings of Board of Directors, General Meeting and matters related thereto.
The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that, such systems are adequate and operating
effectively.
STATUTORY AUDITORS & AUDITORS' REPORT
S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP, (Firm Registration No. E300272) had been
appointed as Statutory Auditors of the Company at the 38th AGM of the Company
held on 27th September, 2022, for a period of five consecutive years to hold
office from the conclusion of the 38 th AGM till the conclusion of the 43rd
AGM of the Company on such remuneration as may be determined by the Board of Directors
based on the recommendation of the Audit Committee and mutually agreed by the Statutory
Auditors, in addition to the reimbursement of out-of-pocket expenses, as may be incurred
by them for the purpose of audit.
There is no observation (including any qualification, reservation, adverse remarks or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from
the Directors. The specific notes forming part of the accounts referred to in Auditor's
Report are self-explanatory and give complete information.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing
Regulations, the Board of Directors of the Company had appointed Vinod Kothari &
Company, Practising Company Secretaries, Kolkata as Secretarial Auditor to conduct
Secretarial Audit of the Company for the Financial Year 2022-23.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in Form MR-3 as given by the
Secretarial Auditor for the financial year ended 31 st March, 2023, forms
part of the Directors' Report and annexed as
"Annexure-B".
The Secretarial Audit Report confirms that the Company has complied with the provisions
of the Act, Rules, Regulations, and Guidelines and there is no deviation or
non-compliance. There is no observation (including any qualification, reservation, adverse
remarks or disclaimer) of the Secretarial Auditors in their Audit Report that may call for
any explanation from the Directors. However, the Secretarial Auditor as a matter of best
practice has recommended the Audit Committee to satisfy itself as to whether certain loans
granted by the Company is consistent with the overall interest of the Company. The
Committee has taken note of the recommendation and noted that some portion of the interest
amount has been recovered and it is expected that the loan amount along with interest
thereon would be paid by the borrowers during the financial year 2023-24. The Company has
taken care of the recommendation made by the Secretarial Auditor in respect of the
disclosure requirement in terms of the provisions of
Section 186(4) of the Act in the annual financial statements for FY 22-23.
The Company has appointed Bajaj Todi & Associates, Practicing Company Secretaries,
Kolkata to carry out necessary audit in terms of Regulation 24A of Listing Regulations.
The Annual Secretarial Compliance Report received from Bajaj Todi & Associates was
placed before the Board and had been filed with the Stock Exchanges where the Securities
of the Company are listed.
MAINTENANCE OF COST RECORDS AND COST AUDITORS
The provisions of Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014 are not applicable to your Company and hence there is no requirement
for appointing Cost Auditors for the financial year 2022-23.
FRAUD REPORTING
There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Act to the Audit Committee or the Board of Directors during the financial year under
review.
DISCLOSURE ON EMPLOYEE STOCK OPTION / PURCHASE SCHEME
During the year under review, your Company has not provided any employee stock option /
purchase scheme.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE ACT
The full particulars of the loans given, investments made, guarantees given or security
provided and the purpose for which the loan or guarantee or security is proposed to be
utilised as per the provisions of Section 186 of the Act are provided in the notes to the
Financial Statements (Refer note no. 4, 8, 12 &13).
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
In compliance with the provisions of the Act and Listing Regulations, the Related Party
Transactions (RPTs) are placed before the Audit Committee for approval. The Audit
Committee had granted omnibus approval on yearly basis for the transactions which are
foreseen and repetitive in nature. In accordance with the requirement of Regulation 23 of
Listing Regulations, the material RPTs entered into by the Company during the FY 2022-23
were approved by shareholders through Postal Ballot. The transactions pursuant to the
omnibus approval so granted, is subject to audit and a detailed quarterly statement of all
RPTs is placed before the Audit Committee for its review. The quarterly statement is
supported by a Certificate duly signed by the Chief Financial Officer. The policy on RPTs,
as approved by the Board, is available on the Company's website at https://www.manaksia.
com/PolicyonRelatedPartyTransactions.pdf During the year under review, all RPTs were on
Arm's Length Price basis and in the Ordinary Course of Business. Particulars of contracts
or arrangements with related parties referred to in Section 188(1) of the Act, in the
prescribed Form AOC-2, forms part of this Annual Report.
There was no other material RPT entered into by the Company with Promoters, Directors,
KMPs or other designated persons during the FY 2022-23.
In compliance with the requirements of Regulation 23 of Listing Regulations and the Act
shareholders' approval has been taken through postal ballot for material related party
transactions to be entered into by the Company and/or its subsidiaries during the FY
2023-24.
There is no materially significant transaction entered into by your Company with
promoters which may have potential conflict with the interest of the Company at large.
PA R T I C U L A R S O F L O A N S /A D VA N C E S / INVESTMENTS OUTSTANDING DURING THE
FINANCIAL YEAR AND OTHER TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP 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 the year as required under Part
A of Schedule V of the Listing Regulations have been provided in the notes to the
Financial Statements of the Company.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The details required pursuant to the provisions of Section 134(3) (m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this
Directors' Report and marked as "Annexure - C".
RISK MANAGEMENT SYSTEM
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate the probability
and/or impact of any unfortunate events or to maximize the realisation of opportunities.
The Company has a structured Risk Management Policy, designed to safeguard the
organization from various risks through adequate and timely actions. The Company manages;
monitors and reports on its risks and uncertainties that can impact its ability to achieve
its objectives. The major risks have been identified by the Company and its mitigation
process/ measures have been formulated.
AUDIT COMMITTEE
The Company, pursuant to the requirement of the provisions of Section 177 of the Act
read with Regulation 18 of the Listing Regulations has in place an Audit Committee. The
Committee focuses on certain specific areas and makes informed decisions in line with the
delegated authority and functions according to the roles and defined scope. The details of
composition, terms of reference and number of meetings held for the Committee are provided
in the Corporate Governance Report.
There was no such instance wherein the Board had not accepted recommendation 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 Listing Regulations, has in place the Nomination and Remuneration
Committee. The details of composition, terms of reference and number of meetings held for
the Committee are provided in the Corporate Governance Report.
The Company, pursuant to provisions of Section 178 of the Act and Regulation 19 read
with Para A of Part D of Schedule II of the Listing Regulations, upon recommendation of
Nomination and Remuneration Committee has devised a Remuneration Policy applicable to all
Directors, Key Managerial Personnel and Senior Management. The said policy has been
uploaded on the website of the Company and the weblink thereto is: https://
www.manaksia.com/pdf/Remuneration-Policy.pdf
There was no such instance wherein the Board had not accepted recommendations of the
Nomination and Remuneration Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As required by the provisions of Section 178(5) of the Act read with Regulation 20 of
the Listing Regulations, the Company has in place the Stakeholders Relationship Committee.
The details of composition, terms of reference and number of meetings held for the
Committee are provided in the Corporate Governance Report.
C O R P O R AT E S O C I A L R E S P O N S I B I L I T Y COMMITTEE
The Company has constituted a Corporate Social Responsibility (CSR) Committee in
accordance with Section 135 of the Act and Rules made thereunder. The Company was not
required to spend any amount towards CSR during the period under review, however, the
Company has voluntarily contributed towards CSR activities which is required to be taken
as an excess spending under the Act and accordingly, the Company can set off the excess
amount in the next three financial years. The Company's
CSR activities are inter-alia, focused on Livestock Development, Promotion of
Education, Protecting Fauna and Health Care.
The report on CSR activities pursuant to clause (o) of sub-Section (3) of Section 134
of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 forms part of this report and marked as "Annexure - D".
The Company has formulated a CSR Policy indicating the activities to be undertaken by
the Company. The Policy has also been uploaded on the website of the Company and the
weblink thereto is: https://www.manaksia.com/ CorporateSocialResponsibilityPolicy.pdf
There was no such instance wherein the Board had not accepted recommendation of the CSR
Committee.
RISK MANAGEMENT COMMITTEE
As required by the provisions of Regulation 21 of the Listing Regulations, the Company
has constituted Risk Management Committee. The details of composition, terms of reference
and number of meetings held for the Committee are provided in the Corporate Governance
Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSEAL) ACT, 2013
The Company has constituted Internal Complaint Committee in compliance with the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Any employee may report the complaint to the Internal Complaint Committee formed for
this purpose. The Company affirms that during the year under review, there was a system to
provide adequate access to any complainant who wished to register a complaint. During the
year, the Company has not received any complaint on sexual harassment.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the
Board has carried out an annual evaluation of its own performance, performance of the
Directors 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 read
with Guidance Note on Board Evaluation of SEBI dated 5th January, 2017, the
Nomination and Remuneration Committee has laid down the criteria for performance
evaluation, in a structured questionnaire form after taking into consideration various
aspects of the Board functioning, composition of the Board and its Committees, culture,
execution, diligence, integrity, awareness and performance of specific laws, duties,
obligations and governance, on the basis of which, the Board has carried out the annual
evaluation of its own performance, the performance of Board Committees and of Directors
individually, by way of individual and collective feedback from Directors. Further,
pursuant to Para VII of Schedule IV of the Act and provisions of the Listing Regulations,
the Independent Directors of the Company, without the participation of Non-Independent
Directors and members of management, convened a separate meeting on 26th May,
2022, to inter alia perform the 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 the
company management and the
Board that is necessary for the Board to effectively and reasonably perform their
duties.
The criteria for evaluation are briefly provided below:
The review of performance of Non-Independent Directors was done, after discussing with
them on various parameters, such as, skill, competence, experience, degree of engagement,
ideas and planning, etc. The Board performance was reviewed on various parameters, such
as, adequacy of the composition of the Board, Board culture, appropriateness of
qualification and expertise of Board members, process of identification and appointment of
Independent Directors, inter-personal skills, ability to act proactively, managing
conflicts, managing crisis situations, diversity in the knowledge and related industry
expertise, roles and responsibilities of Board members, appropriate utilization of talents
and skills of Board members, etc. The evaluation of Independent Directors has been done by
the entire Board of Directors, which includes performance of the Directors and fulfillment
of the independence criteria and their independence from the management as specified in
the
Listing Regulations.
The Board of Directors of the Company expressed their satisfaction towards the process
of review and evaluation of performance of Board, its Committees and of individual
directors during the year under review and also concluded that no further action is
required based on the current year's observations.
FA M I L I A R I Z AT I O N P R O G R A M M E F O R INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of Listing Regulations, your Company is required to
conduct Familiarization Programme for Independent Directors (IDs) to familiarize them
about your Company including nature of industry in which your Company operates; business
model of your Company, roles, rights and responsibilities of IDs and any other relevant
information. Further, pursuant to Regulation 46 of Listing Regulations, your Company is
required to disseminate on its website, details of familiarization programme imparted to
IDs including the details of i) number of programmes attended by IDs (during the year and
on a cumulative basis till date), ii) number of hours spent by IDs in such programmes
(during the year and on a cumulative basis till date), and iii) other relevant details.
Familiarization programme undertaken for Independent Directors is provided at the
following weblink: https://www.manaksia.com/ FamilarisationProgrammeForIDs.pdf
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
No new entity has become or existing entity has ceased to be a Subsidiary, Joint
Venture or Associate of the Company during the Period. Pursuant to the provisions of
Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 the
details containing salient features of the financial statement of subsidiary companies in
Form AOC-1 forms part of this Annual Report. The details of performance of the Subsidiary
Companies are as follows:
Indian Subsidiaries: Mark Steels Limited
The Revenue from operations of the Company for FY 2022-23 stood at Rs.19707.51 Lacs
(Previous Year: Rs.19343.72 Lacs).
During the year, the company had a net profit of Rs.324.39 Lacs (Previous Year: Rs.
1050.50 Lacs).
Manaksia Overseas Limited
During the year under review, the Company had a net loss of Rs.0.20 Lacs (Previous
Year: net loss of Rs. 0.21 Lacs).
Manaksia Ferro Industries Limited
During the year under review, the Company had a net loss of Rs.0.30 Lacs (Previous
Year: net loss of Rs. 0.30 Lacs)
Foreign Subsidiaries:
MINL LIMITED
The Revenue of the Company for the year ended 31st December 2022 stood at
Naira 292647.67 Lacs (equivalent to Rs. 52258.51 Lacs). During the year ended 31st
December 2022, the Company had a net profit of Naira 21820.64 Lacs (equivalent to
Rs.3896.54 Lacs).
Jebba Paper Mills Limited
This Company is subsidiary of MINL Limited. The Revenue of the Company for the year
ended 31st December 2022 stood at Naira 196888.26 Lacs (equivalent to Rs.
35158.62 Lacs). During the year ended 31st December 2022, the Company had a net
profit of Naira 51884.13 Lacs (equivalent to Rs.9265.02 Lacs).
Dynatech Industries Ghana Limited
This Company is a subsidiary of MINL Limited. The Revenue of the Company for the year
ended 31st December 2022 stood at CEDI 50.38 Lacs (equivalent to Rs.375.99
Lacs). During the year ended 31st December 2022, the Company had a net loss of
CEDI 10.66 Lacs (equivalent to Rs. 79.54 Lacs).
Except as stated hereinabove, the Company does not have any joint venture or associate
company during the year under review.
Material Subsidiary Companies
In accordance with Regulation 16(1)(c) of the Listing Regulations (as amended),
material subsidiary shall mean a subsidiary, whose income or net worth exceeds ten percent
of the consolidated income or net worth respectively, of the listed entity and its
subsidiaries in the immediately preceding accounting year. MINL Limited and Jebba Paper
Mills Limited are the foreign material subsidiaries and Mark Steels Limited is the
Unlisted Indian Material Subsidiary of the Company during the period under review. Further
in terms of the Regulation 24A of the Listing Regulations, material unlisted subsidiary
incorporated in India is required to undertake Secretarial Audit. In compliance of the
requirement of Regulation 24A of Listing Regulations, Bajaj Todi & Associates,
Practising Company Secretaries, Kolkata has been appointed as the Secretarial Auditor in
Mark Steels Limited. A copy of the said Secretarial Audit Report forms part of this Report
and marked as "Annexure- E".
Further, in terms of Regulation 24(1) of Listing Regulations, at least one Independent
Director on the Board of Directors of the Company shall be a director on the Board of
Directors of an unlisted material subsidiary, whether incorporated in India or not. For
the purpose of Regulation 24(1) of the Listing Regulations, material subsidiary means a
subsidiary whose income or net worth exceeds twenty percent of the consolidated income or
net worth respectively, of the Company and its subsidiary companies in the immediately
preceding accounting year. MINL Limited and Jebba Paper Mills Limited are material
subsidiaries of the Company in terms of the Regulation 24(1) of the Listing Regulations.
Mrs. Nidhi Baheti, Independent Director of the Company is a Director on the Board of MINL
Limited and Jebba Paper Mills Limited.
Your Company has formulated a Policy for determining Material Subsidiaries in
accordance with Listing Regulations and the said Policy for determining Material
Subsidiaries is available at the following weblink: https://www.manaksia.com/
PolicyfordeterminingMaterialSubsidiaries.pdf
DETAILS OF ANY DOWNSTREAM INVESTMENT MADE BY THE COMPANY
The Company has not made any downstream investment during the period under review.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the Financial Year
under review in terms of the provisions of Chapter V of the Act.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
The Company has not received any significant or material orders passed by any
regulatory authority, court or tribunal which may impact its going concern status and its
operations in future.
DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AT THE END OF THE FINANCIAL
YEAR
The Company has filed an application under the Insolvency and Bankruptcy Code, 2016, as
a Financial Creditor claiming Principal Amount of Rs.1.00 Crore before the Resolution
Professional for Corporate Debtor, BKM Industries Ltd. The claim has been admitted and
forms part of the resolution plan. Application for sanctioning of resolution plan is
pending before Hon'ble NCLT. The Company made another application IA (IBC)/916(KB) 2022,
Manaksia Ltd. vs- Pratim Bayal and Ars. claiming its leasehold property situated at
Vill+PO Brahmanpara, Haripal, Dist.- Hooghly, WB and also claiming its rented property
situated at premises no. W-113. Greater Kailash, New Delhi 110048. Both the properties
were wrongly taken in possession by the Resolution Professional of Corporate Debtor, BKM
Industries Ltd. The application is allowed by Hon'ble NCLT Kolkata and the properties have
been released in favour of the Company.
No application has been filed or pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEEROF.
There was no one time settlement made with the Banks or Financial Institutions during
the Financial Year 2022-23 and accordingly no question arises for any difference between
the amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from Banks or Financial Institutions during the year under review.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has in place, adequate internal financial controls with reference to
financial statements. Your Directors have down internal financial controls to be followed
by the Company and such internal financial controls are adequate and are operating
effectively.
The Board, to ensure that the internal financial control the Company are commensurate
with its size, scale and complexities of its operations, based on the recommendation of
the Audit Committee in its meeting held on 26th May, 2022 had appointed Agrawal
Tondon & Co., Chartered Accountants, as Internal Auditors of the Company for the
financial 2022-23.
The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit
Committee also actively reviews the adequacy and effectiveness of the internal control
systems.
In this regard, your Board confirms the following:
1. Systems have been laid down to ensure that all transactions are executed in
accordance with management's general and specific authorization. There are well-laid
manuals such general or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles or any other criteria applicable to such statements, and to
maintain accountability for aspects and the timely preparation of reliable financial
information.
3. Access to assets is permitted only in accordance with management's general and
specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically
permitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals and
appropriate action is taken with respect to differences, if any.
5. Proper systems are in place for prevention and detection of frauds and 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 the Listing
Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism
for Directors and employees to report genuine concerns about actual or suspected unethical
behavior, malpractice, wrongful conduct, discrimination, sexual harassment, fraud,
violation of the Company's policies including Code of Conduct without fear of
reprisal/retaliation. The Whistle Blower Policy provides for sufficient measures as to
safeguard Whistle Blower against any possible victimization. The Whistle Blower
Policy/Vigil Mechanism has also been uploaded on Company's website and the weblink is:
http://www.manaksia.com/pdf/Whistle_ Blower_Policy_manaksia.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure pertaining to remuneration and other details, as required under 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 part of the Directors' Report
and marked as "Annexure- F".
During the year under review, no employee of the Company drew remuneration in excess of
the limits 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)
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 Consolidated
Financial Statements of the Company and its subsidiaries are attached. The Consolidated
Financial Statement has been prepared in accordance with the applicable accounting
standards issued by the Institute of Chartered Accountants of India and shows the
financial resources, assets, liabilities, income, profits and other details of the Company
and its subsidiaries.
ACKNOWLEDGEMENT
Your Company continues its relentless focus on strengthening competition in all its
businesses. It is the endeavor of your Company, to deploy resources in a balanced manner
so 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 and
co-operation received and goodwill enjoyed by the Company from its esteemed customers,
commercial associates, banks, financial institutions, Central and State
Governments, various Government and Local Authorities, other stakeholders and the
media.
Your Directors also wish to place on record their deep sense of appreciation to all the
employees at all levels for their commendable team-work, professionalism and enthusiastic
contribution towards the working of the Company.
Your Directors look forward to the future with hope and conviction.
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