FOR THE YEAR ENDED 31ST MARCH 2021
Dear Members,
Your Directors are pleased to present the 37th Annual Report of the Company and the
Audited Accounts for the financial year ended 31st March, 2021.
1. FINANCIAL RESULTS
The Companys financial performance for the year ended 31st March, 2021 is summarized
below:
(Rs. in lacs)
| Particulars |
For the Year ended 31st March, 2021 |
For the Year ended 31st March, 2020 |
| Income from operations |
662.19 |
400.06 |
| Profit/(Loss) before Interest, Finance Charges, |
(1326.59) |
(862.72) |
| Depreciation and Tax |
|
|
| Less: Finance Charges |
1261.00 |
1183.51 |
| Profit / (Loss) before Depreciation and Tax |
(2587.59) |
(2046.23) |
| Less: Depreciation |
145.22 |
146.68 |
| Profit / (Loss) before Tax |
(2732.81) |
(2192.91) |
| Less: Tax Expenses (net) |
(852.66) |
(719.81) |
| Net Profit / (Loss) after Tax |
(1880.15) |
(1473.10) |
2. IMPACT OF COVID-19
Due to outbreak of Covid -19 pandemic, the company with approval from appropriate
authority was able to keep the plant open but due to uncertainty in movement of
transportation trucks, the Raw material procurement and dispatches could not be made due
to lockdown in other parts of the country for which the plant operation was suspended for
major part of the year.
3. DIVIDEND
In view of losses, the Board of Directors has not recommended any dividend for the
financial year 2020-21.
4. OVERALL PERFORMANCE
The Performance of the Company has been comprehensively covered in the Management
Discussion and Analysis, which forms a part Directors Report.
5. MANAGAEMENT DISCUSSION AND ANALYSIS
A Management Discussion & Analysis is forming part of this Annual Report.
6. FINANCE
Your Company thanks its consortium bankers and Financial Institutions for their
continued support.
7. RAW MATERIAL
Raw material prices including Firewood, Melamine, and Urea have increased during the
year under review thereby affecting the production cost. Non availability of Firewood
within a reasonable distance of the factory area has also been a factor for increase in
transportation cost.
8. CREDIT RATINGS
During the year under review CARE Ratings Limited ("CARE") has reaffirmed the
rating for long term facilities/instruments of the Company to CARE B+ (Single B plus),
which shows the stable outlook.
9. CAPTIVE THERMAL POWER PLANT
The 2.5 MW Captive Thermal Power Plant is being made operative which will not only give
consistent supply of quality power but will also reduce the power cost considerably.
10. PLANTATION
The company is making continuous effort to develop long term supply of Firewood as
availability in nearby areas has become difficult. The company is continuing its policy on
plantation activity to help supply of quality raw material to factory with least cost on
continuous and sustainable basis. Some important effort undertaken are mention below.
i. Mist Chamber and Nursery: Company is strategically considering to increase
the focus on Nursery operations to ensure consistent & quality supply of high yielding
clonal plants to the farmers at affordable price and to increase the catchment areas of
Company for wood.
ii. Farm Forestry Planting: Your Company actively participates in all Farm
Forestry schemes introduced on a year to year basis by the Odisha & Chhattisgarh
Governments whereby Bipartite agreements are entered into between the company and large
farmers which gives preference to the Company during the harvest of matured trees.
iii. Private Wood supply: Presently approx. 10% of our wood requirement
comes from farm forestry. In future we can fulfil up to 15%-20% of the Company wood
requirement from our lease land and balance requirement from private suppliers. All
efforts are being made to increase the captive wood supply. However, efficient vendor
development is in process for long-term consistent supply of quality wood.
11. ANNUAL RETURN
The Annual Return of the Company has been placed on the website of the Company and can
be accessed at www.mangalamtimber.com.
12. COMPLIANCE WITH SECRETARIAL STANDAREDS
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (SSland SS2)
respectively relating to Meetings of the Board and its Committees and General Meeting
which have mandatory application.
13. COST AUDITOR AND COST AUDIT REPORT
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
14. RISK MANGEMENT
In terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Company has developed a risk management
policy and identified risks and taken appropriate steps for their mitigation for more
details, please refer to the Management Discussion and Analysis set out in this Annual
Report.
15. INSURANCE
Adequate insurance cover has been taken for the properties of the Company including
buildings, plant and machineries and inventories.
16. AMALGAMATION
Your directors are pleased to announce that the amalgamation of Mangalam Timber
Products Ltd.(MTPL) with Mangalam Cement Ltd.(MCL) was approved by the members of the
board of MTPL and MCL in their respective meeting held on dated 21st June, 2019 and the
required process and formalities in connection with such amalgamation has already been
initiated to make the amalgamation effective from 01.04.2019.
Further, as per order dated 18.01.2021, of Honble NCLT, Cuttack bench and as per
direction of the Chairperson appointed by the Honble NCLT,Cuttack Bench, the meetings of
Equity Shareholders, Secured and Unsecured Creditors were held on 27th February, 2021 and
the Scheme was approved by the Equity Shareholders and Secured Creditors unanimously and
Unsecured creditors by requisite majority.
Further after approval of Scheme by the Equity Shareholders Secured and Unsecured
Creditors, Company had filed the petition with the Honble NCLT, Cuttack bench for the
approval of Scheme.
17. BOARD MEETINGS
The Board met Six times during the Financial Year 2020-21. Details of Meetings and the
attendance of each Director is provided in the Report on Corporate Governance.
18. AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished under
SN 3 in the Corporate Governance Report forming a part of this Annual Report. There have
been no instances where the Board has not accepted the recommendations of the Audit
Committee.
19. CORPORATE GOVERNANCE
Your Company attaches considerable significance to good Corporate Governance as an
important step towards building investor confidence, improving investors protection and
maximizing long-term shareholders value. The Report on Corporate Governance as stipulated
under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") forms
part of the Annual Report. The certificate of the Auditors, M/s. Manish Goyal &
Associates, and confirming compliance of conditions of Corporate Governance as stipulated
under the Listing Regulations is attached as Annexure-I and forms a part of this
report.
20. CORPORATE SOCIAL RESPONSIBILTY
Driven by the desire to create a meaningful difference in society, the Company makes
conscious efforts to achieve higher socio-economic goals. It has continued with its
welfare activities for development in the fields of education, health, culture and other
welfare measures to improve the general standard of living.
21. NOMINATION AND REMUNERATION POLICY
The Company has in place a formal Nomination and Remuneration Policy formulated as per
provisions of Section 178(3) of the Act as well as Regulation 19(4) read with Part D of
Schedule II of the Listing Regulations.
The Companys Remuneration Policy is attached as Annexure- II and forms a part
of this report.
22. KEY PARAMETER FOR APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Nomination and Remuneration Committee has formulated a detailed policy for
appointment of directors and key managerial personnel which is designed to attract,
motivate and retain best talent. This policy applies to directors, senior management
including its Key Managerial Personnel (KMP) and other employees of the Company. The
compensation strategy revolves around getting the "best talent in the market".
The remuneration of KMPs of the Company is recommended by the Nomination and Remuneration
Committee based on the Companys remuneration structure taking into account factors such
as level of experience, qualification and suitability. The Company generally pays
remuneration by way of salary, perquisites and allowances (fixed component).
23. DIRECTORS
In accordance with the Articles of Association of the Company and the provisions of the
Companies Act, 2013, Sri. Siddhartha Roy, (DIN: 08081412) being non-independent director,
retires by rotation and being eligible, seeks re-appointment.
During the year, Shri Prabhat Kumar (DIN 08731270) and Sri. Siddhartha Roy, (DIN:
08081412), who were appointed as additional directors of the company w.e.f. 01.04.2020
were appointed as Directors of the Company by shareholders in 36th Annual General Meeting
held on 30th December 2020, as directors of the company.
During the year, Shareholders of the Company in 36th AGM held on 30th December 2020,
approve the re-appointment of Smt. Leena Gosh (DIN 07099984) as Independent Director for
second term for five year.
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of the independence prescribed under sub section
(6) of the section 149 of the Companies Act, 2013 and regulation 16 (1) (b) of (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and registered themselves with
the Independent Directors database maintained by the Indian Institute of Corporate
Affairs, Manesar pursuant to the Rule 6 of the Companies (Appointment and qualification of
Directors) Rules, 2014..
The details of programs for familiarization of Independent Directors with the Company,
their roles, rights, responsibility in the Company, nature of the industry in which the
Company operates and other related matters are put on the website of the Company at the
link http://www.mangalamtimber.com/ images /Familiarisation -Programme-for-Independent-
Directors.pdf
24. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and proper explanations provided relating to material departures, if any;
b) such accounting policies have been selected and applied consistently and judgments
and estimates made that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the loss of
the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) internal financial controls were followed by the Company and they are adequate and
are operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
25. KEY MANAGERIAL PERSONNEL
Following employees were the Key Managerial Personnel of the Company during the period
under review:
i. Shri Siddhartha Roy, Manager and Chief Financial Officer of the Company
ii. Ms. Priya Sharma, Company Secretary
26. REMUNERATION TO DIRECTORS & KEY MANGERIAL PERSONNEL
i. The Ratio of the remuneration of each Director to the median remuneration of
employees of the Company for the year ended 31st March, 2021 are:-
| SI Name of Directors and No. Key Managerial Personnel |
Designation |
Ratio of remuneration of Director to median remuneration of the
Employee of the Company |
Percentage increase in the remuneration for the Financial Year
2019-20 |
| 1 Shri Vishwanath Chandak |
Independent and Non-Executive Director |
0.35 |
NA* |
| 2 Shri Anand Daga |
Independent and Non-Executive Director |
0.13 |
NA* |
| 3 Smt. Vidula Jalan |
Promoter Non-Executive Director |
0.13 |
NA* |
| 4 Smt Leena Ghosh |
Independent and Non-Executive Director |
0.00 |
NA* |
| 5 Shri Siddhartha Roy |
Director, Manager and Chief Financial Officer |
0.20 |
NA |
| 6 Shri Prabhat Kumar |
Head Accounts, Director |
0.20 |
NA |
| 7 Ms Priya Sharma |
Company Secretary |
NA |
NA |
* Being a non-executive director only sitting fees are paid.
Median remuneration of the Employees of the Company assumed to be Rs. 2.23 Lacs
(Previous Year: 1.89 Lacs).
ii. In the financial year 2020-21, there was change in the median remuneration of
employees by 0.34 Lacs.
iii. There were 152 permanent employees on the rolls of Company as on 31st March, 2021.
iv. In view of the loss of the Company no increments were given to employees of the
Company.
v. There is no changes in the remuneration of the key managerial personnel.
vi. (a) Variations in the market capitalization of the
Company: The market capitalization as on 31st March, 2021 was Rs 2116.81 Lacs
(Rs.1422.21 Lacs as on 31st March, 2020)
(b) Price Earnings Ratio of the Company:
Not computed in view of Loss
(c) Percent increase over / decrease in the market quotations of the shares of the
company as compared to the rate at which the company came out with the last public offer
in the year: The company has not made any public issue or rights issue of securities in
the recent past, so comparison have not been made of current share price with public offer
price. The Companys shares are listed on BSE Limited and National Stock Exchange of India
Limited.
vii. Considering the performance of the Company no increment was made to the salaries
of the employees in the financial year i.e. 2020-21.
viii. Key Parameters for any variable component of remuneration availed by the
Directors are based on their contribution at the Board, time spent on operational matters
and other responsibilities assigned:
All directors of the Company are non-executive directors hence no remunerations were
paid/ payable to them other than sitting fees.
ix. The ratio of the remuneration of the highest paid Director to that of the employees
who are not directors but receive remuneration in excess of the highest paid director
during the year 2020- 21: Nil (All directors of the Company are non- executive directors
hence no remunerations were paid/ payable to them other than sitting fees).
x. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
of the Company.
27. STATUTORY AUDITORS
M/s Manish Goyal & Associates, Chartered
Accountants (Firm Registration No. 007152C) are the Statutory Auditors of the Company
and their tenure shall expire at 38th AGM of the Company.
28. SECRETARIAL AUDITOR
The Board appointed Shri Arup Kumar Roy, ACS, Practicing Company Secretary as
Secretarial Auditor of the Company for the Year 2020-21. The Report of the Secretarial
Auditor is attached in Annexure III of this Report. There is no qualification in
the report.
29. AUDITORS REPORT
Auditors Report to the shareholders does not contain any qualification, reservation,
or adverse remarks and is self-explanatory.
30. CASH FLOW ANALYSIS
In conformity with the provisions of Regulation 34(2) (c) of the Listing Regulation,
2015, Cash Flow Statement for the financial year ended 31st March, 2021 forms part of the
audited financial statement.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan, guarantees or made any investments as prescribed in
Section 186 of the Companies Act, 2013.
32. RELATED PARTY TRANSACTIONS
All the related party transactions are entered into at arms length in ordinary course
of business and are in compliance with the applicable provisions of the Companies Act,
2013 and the Listing Regulations. There were, however, no material significant related
party transaction made by the Company with the Promoters, Directors or Key Managerial
Personnel etc. which may have potential conflict with the interest of the Company.
The policy on Related Party Transactions as approved by the Board has been uploaded on
the Companys website under web link http://www.mangalamtimber.com/images/Related-
Party-Transaction-Policy.pdf
Your Directors draw attention of the members to Note-1 to the financial
statement which sets out related party transactions disclosures.
33. PUBLIC DEPOSIT
The Company has neither invited nor accepted any public deposits, within the meaning of
section 73 of the Companies Act, 2013, during the year under report.
34. SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES
The Company does not have any subsidiary/associate/joint venture company for the year
ended 31st March, 2021.
35. TRANSFER TO INVE5TOR EDUCATION AND PROTECTION FUND
No amount is pending for transfer to Investor Education and Protection Fund as on 31st
March, 2021.
36. VIGIL MECHANISM
The Company has a codified whistle blower policy to establish vigil mechanism for
Directors and employees of the Company to report concerns about unethical behaviour,
actual or suspected fraud or violation of the Companys code of conduct or ethics policy.
The mechanism under the policy has been appropriately communicated within the
organisation. The Whistle Blower Policy is available on the website of the Company.
37. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
No complaints on the issues covered by "The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013" were received during
the year. Consequently, the question of disposal of complaints did not arise. The Company
under the said Act has Constituted Internal Complaint Committee for Complaints.
38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no 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.
39. PERFORMANCE EVALUATION
Pursuant to Regulation 17(10) of the Listing Regulations read with provisions of the
Companies Act, 2013, the Board has carried out an evaluation of its own performance and
that of the individual Directors. The evaluation criteria, inter-alia, covered various
aspects of the Boards functioning including its composition, execution and performance of
specific duties, obligations and governance.
The performance of individual directors was evaluated on parameters such as level of
engagement and contribution, independence of judgement, safeguarding the interest of the
Company and its minority shareholders, time devoted, etc. The Directors expressed their
satisfaction with the evaluation process.
40. CARBON CREDIT
Our Clean Development Mechanism (CDM) project activity "Reforestation of degraded
land by MTPL in India (5016)" has accumulated credit balance of 1128743 CERs in
31.03.2021.These units will be available to the Company on completion of certain laid
formalities.
41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure IV to this
Report.
42. PARTICULARS OF REMUNERATION
The Company has no employee in respect of whom information under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is required to be annexed.
43. INTERNAL FINANCIAL CONTROL
The Company has in place internal financial control systems, commensurate with the size
and complexity of its operations, to ensure proper recording of financial and monitoring
of operational effectiveness and compliance of various regulatory and statutory
requirements. The internal auditor monitors and evaluates the efficacy and adequacy of
internal control systems in the Company. Based on the report of the internal auditor,
respective departments undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
44. There is no application under insolvency and Bankruptcy Code 2016 has been
filed by or pending against the Company.
45. APPRECIATION
Your Directors place on record their deep appreciation of the assistance and guidance
provided by the Central Government and the Governments of the States of India, its
suppliers, technology providers and all other stakeholders. Your Directors thank the
financial institutions and banks associated with your Company for their support as well.
Your Directors also thank the Companys dealers and its customers for their unstinted
commitment and valuable inputs.
Your Directors acknowledge the support received from you as shareholders of the
Company. Yours faithfully.
|
Vishwanath Chandak |
|
|
Anand Daga |
|
|
Vidula Jalan |
Directors |
|
Leena Ghosh |
|
|
Prabhat Kumar |
|
| Place : Kolkata |
Siddhartha Roy |
Director, CFO |
| Date : 28th June, 2021 |
|
& Manager |
+91-9892691696
