Dear Shareholders,
Your Directors are pleased to present the 22nd (Twenty
Second) Annual Report on the business and operations of the Company together with the
Audited Financial Statements for the financial year ended 31st March, 2023.
FINANCIAL RESULTS
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Revenue |
64,870.89 |
51,274.85 |
74,964.25 |
61,915.58 |
| Earnings before Interest, Tax, Depreciation &
Amortisation (EBITDA) |
2,429.37 |
4,702.37 |
3,131.88 |
6,135.74 |
| Profit Before Tax (PBT) |
1,644.62 |
4,058.69 |
1,710.80 |
4,893.43 |
| Less: Tax Expenses |
|
|
|
|
| - Current Tax |
333.76 |
1,065.50 |
400.72 |
1,156.34 |
| - Deferred Tax |
46.02 |
37.21 |
91.54 |
205.36 |
| Profit for the period |
1,264.84 |
2,955.98 |
1,218.54 |
3,531.71 |
| Other Comprehensive Income / (Loss) |
1,176.56 |
924.19 |
1,216.54 |
791.07 |
| Total Comprehensive Income for the period |
2,441.40 |
3,880.17 |
2,435.08 |
4,322.78 |
| Balance brought forward from previous year |
12,273.29 |
8,393.12 |
13,132.40 |
8,809.63 |
| Total Amount available for appropriation |
14,714.69 |
12,273.29 |
15,567.48 |
13,132.40 |
| Appropriations: |
|
|
|
|
| Transfer to General Reserve |
- |
- |
- |
- |
| Surplus Carried to Balance Sheet |
14,714.69 |
12,273.29 |
15,567.48 |
13,132.40 |
| Total |
14,714.69 |
12,273.29 |
15,567.48 |
13,132.40 |
STATE OF COMPANYS 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
In view of the planned business growth, your Directors deem it proper
to preserve the resources of the Company for its future and therefore do not propose any
dividend for the Financial Year ended 31st March, 2023.
No amount was required to be transferred to Investor Education and
Protection Fund (IEPF) during the period under review.
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 H655.34 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 THE ACT) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF
OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES
There were no such instances during the year under review.
OPERATIONS AND BUSINESS PERFORMANCE
During the Financial Year 2022-23, the performance of the Company
remained commendable in view of the sectors performance. Your Company reported 27%
revenue growth from operations at a standalone level and 22% growth at a consolidated
level. The cost of raw materials and lower price realization remained a concern. The
competence of your management enabled the company to sustain performance in line with
expectations. Other income comprised 1% of total income, indicating the Companys
principal focus on core operations. The management is optimistic of prospects, introducing
a new product called Alu-Zinc and expanding its installed capacity by 100,000 MTPA.
Alu-Zinc (55% aluminium and 45% zinc on a cold rolled strip) is corrosion-resistant and an
excellent substrate in colour coating. The expansion is positioned to increase production
capacity, revenue and profit realization. The expansion cost of around Rs. 80 Crores will
be largely funded from internal accruals. The new product variant is expected to be
launched in the domestic market during the first quarter of FY 2024-25.
Further, the details of 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 to 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 raised no money from public 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 commitment of the Company during the period between the end of the
Financial Year 2022-23 and the date of this report which can affect the financial position
of the Company for the year under review.
EXTRACT OF ANNUAL RETRUN
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.manaksiasteels.com/pdf/MGT-7_ FY 2022-23.
The final Annual Return in Form MGT-7 will be filed with the MCA, as
per the provisions of the Act and 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 accurate information regarding the operations
and performance of the Company.
Pursuant to Regulation 34 read with Para C to 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 is forming part of this Directors Report and marked as Annexure-"A".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The details of number of meetings of the Board of Directors of 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 (IFC) and
compliance systems established and maintained by the Company, work performed by the
internal auditors, statutory auditors, cost auditors, 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 Companys IFC were adequate and effective during
Financial Year 2022-23.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the
Board of Directors of the Company, 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 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 be
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 Directors and Key Managerial Personnel
During the year under review, there were no changes in the composition
of Board of Directors of the Company.
Retirement by Rotation
In accordance with the provision of Section 152 of the Act read with
Article 87(1) of the Articles of Association of the Company, Mr. Varun Agrawal (DIN:
00441271), Managing Director, is liable to retire by rotation at the ensuing 22nd Annual
General Meeting and being eligible, offer himself for re-appointment.
Independent Directors
The Companys Independent Directors 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 Companys Code of Conduct.
All the Independent Directors of the Company have registered themselves
with the Independent Directors Data Bank maintained by the Indian Institute of Corporate
Affairs. 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. The Independent Directors who were not falling
within exempted category have qualified the online self-assessment proficiency test. In
the opinion of the Board, all the Independent Directors of the Company possesses requisite
integrity, expertise and experience.
SECRETARIAL STANDARDS
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 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 the 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 AUDITOR AND AUDITORS REPORT
M/s. Agrawal Tondon & Co., Chartered Accountants, (Firm
Registration No. 329088E) had been appointed as Statutory Auditors of the Company at the
18th Annual General Meeting (AGM) of the Company held on 25th September, 2019, for a
period of five consecutive years to hold office from the conclusion of the 18th AGM till
the conclusion of the 23rd 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 Auditors 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 M/s.
MKB & Associates, Practicing Company Secretaries, Kolkata as Secretarial Auditors 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
Auditors for the Financial Year ended 31st March, 2023, forms a part of the Directors
Report and marked as Annexure-B".
The Secretarial Audit Report confirms that the Company has complied
with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no
deviations or non-compliances. There are no observations (including any qualifications,
reservations, adverse remarks or disclaimer) of the Secretarial Auditors in their Audit
Report that may call for any explanations from the Directors of the Company.
The Company has appointed M/s. Bajaj Todi & Associates, Practicing
Company Secretaries, Kolkata to carry out necessary audit in terms of Regulation 24A of
the Listing Regulations. The Annual Secretarial Compliance Report received from M/s. Bajaj
Todi & Associates was placed before the Board and had been filed with the Stock
Exchanges where the Securities of the Company are listed.
COST AUDITORS
Pursuant to the requirement of Section 148 of the Act, cost audit is
applicable on your Company for manufacturing items covered under Rule 3 of the Companies
(Cost Records and Audit) Rules, 2014. The Board of Directors of your Company on the
recommendation of the Audit Committee had appointed M/s B. Mukhopadhyay & Co, Cost
Accountants, Kolkata as Cost Auditors of the Company for the Financial Year 2022-23. As
required under the Act, the remuneration payable to the Cost Auditors for FY 2022-23 was
ratified by the shareholders in the AGM held on 27th September, 2022.
The Board, pursuant to the provisions of Section 148 of the Act, read
with Companies (Cost Records and Audit) Rules, 2014 has re-appointed M/s B. Mukhopadhyay
& Co, Cost Accountants, Kolkata as the Cost Auditors of the Company for the Financial
Year 2023-24 and accordingly, a resolution for seeking Members ratification for the
remuneration payable to the Cost Auditors for the FY 2023-24, would be placed before the
forthcoming 22nd AGM of the Company. The Cost Auditors are expected to file the cost audit
report with Central Government within the specified period.
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 OR INVESTMENTS 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 investment 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. 36).
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
In compliance with the provisions of the Act and the Listing
Regulations, Related Party Transactions (RPTs) were placed before the Audit Committee for
approval. Omnibus approval of the Audit Committee was obtained 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 were reviewed periodically and a
detailed quarterly statement of all Related Party Transactions duly certified by the Chief
Financial Officer of the Company was placed before the Audit Committee. The policy on
RPTs, as approved by the Board, is available on the Companys website at http://
www.manaksiasteels.com and the weblink thereto
https://www.manaksiasteels.com/Policy-on-Related- Party-Transactions.pdf
During the year under review, all RPTs were on Arms Length Price basis
and in the Ordinary Course of Business. The 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 RPTs 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 shall be taken for material related party
transactions to be entered into by the Company and/or its subsidiaries during the FY
2023-24.
There are no materially significant transactions entered into by your
Company with Promoters, Directors or Key Managerial Personnel (KMPs), which have potential
conflict with the interest of the Company at large.
PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE
FINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS
The details of related party disclosures with respect to loans/
advances/ investments at the year end and maximum outstanding amount thereof during the
year as required under Para A of Schedule V of the Listing Regulations have been provided
in the notes to the Financial Statements of the Company. (Refer note no. 4 & 8).
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 unfortunate events or to maximize the realization of
opportunities.
The Company has structured Risk Management System, 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 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 function according to the
roles and defined scope. The details of composition, terms of reference and number of
meetings held for the Committee is provided in the Corporate Governance Report.
There were no such instances 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 the 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 is 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 Executives of the Company
i.e. Directors, Key Managerial Personnel and Senior Management. The said policy has been
uploaded on the website of the Company and the weblink is https://www.
manaksiasteels.com/RemunerationPolicy.pdf
There were no such instances wherein the Board had not accepted
recommendation 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 is provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted a Corporate Social Responsibility Committee
(hereinafter referred to as "CSR Committee") in accordance with Section 135 of
the Act and Rules made thereunder. The composition and the detailed terms of reference of
the CSR Committee are provided in the Corporate Governance Report. The CSR activities are inter-alia,
focused on improving literacy among rural tribal people, promoting education and
healthcare.
The report on CSR activities pursuant to clause (o) of sub-section (3)
of Section 134 of the Act and Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 forms part of this Directors Report and marked as Annexure-D".
The Company has formulated CSR Policy indicating the activities to be
undertaken by the Company. The Policy has also been uploaded on the Companys website and
the weblink thereto is: https://www.manaksiasteels. com/CorporateSocialResponsibility.pdf
There were no such instances wherein the Board had not accepted
recommendation of the CSR Committee.
DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) 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 his/ her complaint to the Internal Complaint
Committee formed for this purpose. The Company affirms that during the year under review,
adequate access was provided 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 the Guidance Note on Board Evaluation of SEBI dated 5th January,
2017, the NRC Committee has laid down the criteria for performance evaluation, in a
structured questionnaire form after taking into consideration various aspects of the
Boards 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 Committee 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 participation of Non-Independent Directors and Members
of Management, convened a separate meeting on 27th 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 & planning, etc. The Board performance was reviewed on various
parameters, such as, adequacy of the composition of the Board, Board culture,
appropriateness of qualification & 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 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 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 years observations.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of the 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 the Company
operates, business model of the Company, roles, rights and responsibilities of IDs and any
other relevant information. Further, pursuant to Regulation 46 of Listing Regulations, the
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.manaksiasteels.com/
DetailsOfFamiliarisationProgrammeFY-2022-23.pdf
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
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 Statements of subsidiary companies/ associate companies/ joint ventures in Form
AOC-1 forms a part of this Annual Report.
The details of performance of the Subsidiary Companies are as follows:
Foreign Subsidiaries:
Technomet International FZE
This Company is a subsidiary of Manaksia Steels Limited. The Revenue of
the Company during the year ended 31st March, 2023 stood at NIL. During the said period
the Company had a net loss of AED 4.74 Lacs (equivalent to H103.70 Lacs).
Federated Steel Mills Limited
This Company is a subsidiary of Technomet International FZE. The
Revenue of the Company during the year ended 31st March, 2023 stood at Naira 54632.14 Lacs
(equivalent to H10114.14 Lacs). During the said period the Company had a net gain of Naira
286.08 Lacs (equivalent to a net profit of H52.96 Lacs).
Far East Steel Industries Limited
This Company is a subsidiary of Technomet International FZE. There was
no Revenue of the Company during the year ended 31st March, 2023.
Sumo Agrochem Limited
This Company is a subsidiary of Technomet International FZE. The
Revenue of the Company during the year ended 31st March, 2023 stood at Naira 7.15 Lacs
(equivalent to H1.32 Lacs). During the said period the Company had a net loss of Naira
24.62 Lacs (equivalent to a net loss H4.56 Lacs).
Except as stated hereinabove, the Company does not have any joint
venture or associate company during the year under review. Further, the Company has not
formed any new Subsidiary, Joint Ventures or Associate Company. Metchem Resources Zambia
Limited has ceased to be the Associate Company of the Company during the year.
MATERIAL SUBSIDIARY COMPANIES
In accordance with Regulation 16(1)(c) of the Listing Regulations,
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. Federated Steel Mills Limited
is a material subsidiary of the Company. The Company has formulated a Policy for
determining Material Subsidiaries in accordance with the Listing Regulations, and the said
Policy for determining Material Subsidiaries is available at the following weblink:
https://www.manaksiasteels.com/ Policy For Determining Material Subsidiaries .pdf
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.
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. The Directors have laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively. To commensurate the internal financial control
with its size, scale and complexities of its operations, the Board based on the
recommendation of the Audit Committee had appointed KASG & Co., (Firm Regn. No.
002228C) as Internal Auditors of the Company.
The Audit Committee reviews the Report submitted by the Internal
Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the
internal control systems. In this regard, the Board confirms the following:
a) Systems have been laid down to ensure that all transactions are
executed in accordance with managements general and specific authorization. There are
well-laid manuals for such general or specific authorization.
b) 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 timely preparation of reliable
financial information.
c) Access to assets is permitted only in accordance with the
managements general and specific authorization. No assets of the Company are allowed to
be used for personal purposes, except in accordance with the terms of employment or except
as specifically permitted.
d) The existing assets of the Company are verified/ checked at
reasonable intervals and appropriate action is taken with respect to differences, if any.
e) Proper systems are in place for prevention and detection of frauds
and errors and for ensuring adherence to the Companys 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 Companys policies including Code of Conduct without fear of
reprisal/ retaliation. The Whistle Blower Policy/ Vigil Mechanism has also been uploaded
on Companys website and the weblink thereto is:
https://www.manaksiasteels.com/WhistleBlowerPolicy. pdf
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 H19,48,707/-
before the Resolution Professional for Corporate Debtor, BKM Industries Ltd. The claim has
been admitted. Application for sanctioning of resolution plan is pending before Honble
NCLT.
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 202223 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.
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 a part of this
Directors Report and marked as Annexure -"E"
Details of employees 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 has been provided in Annexure -"E" of 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 sets
out 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 endeavour of your Company to deploy resources
in a balanced manner so as to secure the interest of shareholders in the best possible
manner in 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
Government, 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.
|
For and on behalf of the Board of Directors |
|
Varun Agrawai |
Mrinai Kanti Pai |
| Place: Kolkata |
Managing Director |
Director |
| Date : 25th May, 2023 |
DIN: 00441271 |
DIN:00867865 |
+91-9892691696
