BSE:532906 | NSE:MAANALUEQ | 58888:manalu | IND:Aluminium | ISIN code:INE215I01019 | SECT:Metals - Non Ferrous
The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2017.
1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS
Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2017 are as follows:
THE YEAR AT A GLANCE (Rs. in Lakhs)
Profit Before Depreciation
Profit Before Tax
Profit After Tax
Add: Profit brought forward
Total Profit Available for Appropriation
Balance carried to Balance Sheet
RESULTS OF OPERATIONS
The gross turnover of your Company for the 2016-17 is Rs. 35646.79 Lakhs as against Rs.19810.25 Lakhs in the previous year. The Net Profit before tax stood at Rs.502.21 Lakhs as against Rs.95.32 Lakhs in the previous year. The Profit after Tax is Rs.320.80 Lakhs as against Rs.60.44 Lakhs in the previous year.
The Board of Director on November 14, 2016, declared an interim dividend at the rate of Rs.1/- ('' One Only) per Equity share of Rs.10/- (Rupee Ten) each, whose was paid to the member, whose name is appeared on the Register of Member of the company on November 22, 2016.
Considering the future growth, the board of Director does not recommend any final dividend on the equity shares and the interim dividend declared is the final dividend on the equity shares of the company for the Financial Year ended March 31, 2017. The interim dividend declared and paid on equity shares including dividend tax thereon aggregated as Rs.40.68 Lacs.
3. CONSOLIDATED FINANCIAL STATEMENTS
The Financial Statement of the Company for the Financial year 2016-17 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.maanaluminium.in
4. FUTURE OUTLOOK
Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.
5. MATERIAL CHANGES AND COMMITMENT
No material changes and commitments affecting the financial position of the Company occurred during the Financial Year ended as on 31s1 march, 2017 to which this financial statement relates on the date of this report.
6. DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Appointment of Director
Pursuant to the request received from Mr. Neeraj Goel and Mrs. Shalini Nigam, to consider the appointment of their representatives on the Board of Directors and on the recommendation of the Nomination & Remuneration Committee, the Board of Directors has appointed :
Mrs. Dipti Jain, as an Additional Director of the Company with effect from 26lh May, 2017 in the category of Executive, Non-Independent Director.
Mr. Rajpal Jain, as an Additional Director of the Company with effect from 26th May, 2017 in the category of Non-Executive, Independent Director.
In accordance with Section 161 of the Act, the aforesaid director hold office up to the date of the forthcoming Annual General Meeting of the Company and being eligible offer their candidature for appointment as Directors. Your approval for their appointment as Directors has sought in this Annual General Meeting of the Company.
b. Director coming up for retire by rotation
In accordance with the provisions of the Act, and the Articles of Association of the Company, Ms. Priti Jain retires by rotation and being eligible offers her candidature for re-appointment as a Director.
c. Independent Directors
The Independent Director hold office for a fixed term of five years and are not liable to retire by rotation.
In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the company that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations.
d. Board Effectiveness
i. Familiarization Programme for the Independent Director
In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report. The same is also available on the website of the Company.
ii. Board Evaluation
Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.
e. Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.
1. Mr. Ravinder Nath Jain, Chairman & Managing Director
2. Mr. Sandeep Verma, CEO
3. Mr. Yogendra Jain, Chief Financial Officer
4. Mr. Sandeep Kumar Agarwal, Company Secretary & Compliance Officer
None of the Key Managerial Personnel have resigned during the year under review
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-1 and is attached to this Report.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.
All related party transactions that were entered during the financial year were in the ordinary course of business and were on arms length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company.
All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee.
The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company
In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-2)
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board and Committee meetings are prescheduled and a tentative calendar of the meetings finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of special and urgent business needs, approval is taken by passing resolutions through circulation.
During the year under review, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of the meetings including composition of Audit Committee are provided in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.
11. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2017 and state that :
- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
- they have 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 at the end of the financial year and of the profit and loss of the company for that period:
- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
- they have prepared the annual accounts on a going concern basis; and
- they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.
12. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There was no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.
13. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.
14. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY
No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company’s operations in future.
15. INTERNAL CONTROL SYSTEMS
a. Internal Control System and their adequacy
The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.
The Company has an Internal Audit (IA) function. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectives and independence, the IA function reports to the Chairman of the Audit Committee of the Board. The Internal Auditor evaluates the efficiency and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the report of Internal Auditor, process owners 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.
b. Internal Controls Over Financial Reporting
The internal financial controls (IFC) framework at MAAN encompasses internal controls have been put in place across all key business processes of the Company. The internal controls are designed to facilitate and support the achievement of the Company’s business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance.
Details in respect of adequacy of internal financial controls with reference to the financial statements are briefly iterated below:
a. The Company maintains all its major records and the work flow;
b. The Company has appointed internal auditors to examine the internal controls, and examine whether the workflow of the organization is being done through the approved policies of the Company. In every quarter, during the approval of financial statements, internal auditors present the internal audit report and the management comments on the internal audit observations; and
c. The Board of Directors of the Company has adopted various policies such as related party transactions policy, whistle blower policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
16. INDIAN ACCOUNTING STANDARD (IND AS) - IFRS CONVERGED STANDARDS The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015.
In pursuance of this notification, the company will adopt IND AS with effect from April 01, 2016, with the comparatives for the periods ending March 31, 2016.
The implementation of IND AS is a major change process for which the company has established a project team and is dedicating considerable resources. The impact of the change on adoption of IND AS is being assessed.
17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The policy of the Company on director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company. The nomination and remuneration policy as adopted by the Board is placed on the Company’s website http:// www.maanaluminium.in/news/Nomination Renumeration Policy-maan.pdf
18. TRANSFER TO RESERVE
The Company has not transferred any amount to general reserve out of the profits of the year.
19. PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors in its meeting held on May 26, 2017 has reviewed the performance of the Committees, the Members and the Board as a whole. The criteria and manner for performance evaluation is as per the Nomination and Remuneration Policy, as annexed to this Report.
20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
a. Amit Jain
b. Rajesh Jain
c. Ashish Jain
The above composition of the Audit Committee consists of Independent Directors viz., Mr. Amit Jain and Mr. Rajesh Jain who form the majority.
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.
22. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors Report and forms part of this report.
The ratio of the remuneration of each director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as (Annexure-3).
The paid up Equity Share Capital as on March 31, 2017 was Rs.3.38 Crore. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
No disclosure is required under Section 67(3) (c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable
24. AUDITOR STATUTORY AUDITOR
M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company for Second term as per provision of Section 139 of the Company Act, 2017 in the 14th Annual General Meeting of the Company held on June 26, 2017, to hold the office till the conclusion of 17th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.
They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.
The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.
Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Anita Aswal, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2017-2018. The Report of Secretarial Auditor (Form MR-3) for the FY 2016-2017 is annexed to the report as (Annexure-4).
On the recommendation of Audit Committee, the Board of Directors in its meeting held on February 14, 2017 has appointed M/s. Vinod Bhatt & Associate, Cost Accountants as the Cost Auditor of the Company for the financial year 2017-18 on the aggregate remuneration of Rs. 75,000/- (Rupees Seventy five Thousand only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 14th Annual General Meeting.
25. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and by the resolve to be a customer-centric organization which motivates the Company’s Management to be aligned to deliver leading-edge building products backed with dependable after sales services.
Your Company is committed to creating and maximizing long term value for shareholder and essentially follows a four pronged approach to achieve this end.
a) By increasing all round operational efficiency,
b) by identifying strategies that enhance its competitive advantage,
c) by managing risks and pursuing opportunities for profitable growth
d) by cementing relationships with other important stakeholder groups through meaningful engagement processes and mutually rewarding associations that enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.
Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder and investor of receiving transparent and unfettered information on the Company’s performance.
26. FIXED DEPOSITS
Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particular in respect of Conservation of Energy, Technology absorption, Foreign Exchange earning and outgo under Section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given as per Annexure of this report.
28. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.
29. POLICY ON SEXUAL HARASSMENT
Your Company has constituted an Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has a policy on prevention & prohibition of sexual harassment at workplace. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year, no complaints have been received under the policy.
The Long-term Fitch Rating of your Company ‘BWR BB ’ indicating stable outlook of the Company.
31. CORPORATE GOVERANCE
Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company’s structure, its Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers and directors, but also all of its employees.
Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves to meet the highest possible standards.
We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.
A separate section on Corporate Governance standards followed by the Company as stipulated under regulation 34(3) and 53(f) read with schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.
A certificate from Ms. Anita Aswal, Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.
32. LISTING OF SHARES
Your Company’s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year 2016-17 has been paid.
Certain statements in the Management Discussion and Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company’s growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company’s financial statements and notes on accounts.
Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.
For and on behalf of the Board
Date : 26th May, 2017 Ravinder Nath Jain
Place : New Delhi Chairman & Managing Director
Date Sources:Live BSE and NSE Quotes Service: TickerPlant | Corporate Data, F&O Data & Historical price volume data: Dion Global Solutions Ltd.
BSE Quotes and Sensex are real-time and licensed from the Bombay Stock Exchange. NSE Quotes and Nifty are also real time and licenced from National Stock Exchange. All times stamps are reflecting IST (Indian Standard Time).
Copyright © 2019 Bennett, Coleman & Co. Ltd. All rights reserved. For reprint rights: Times Syndication Service