DIRECTORS REPORT To the Members, Your Directors present you the Thirteenth Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2016. 1. RESULTS OF OPERATIONS The gross turnover of your Company for the Financial 2015-16 is Rs. 19810.25 Lakhs as against Rs. 11827.20 Lakhs in the previous year. The Net Profit before tax stood at Rs. 95.32 Lakhs as against Rs. 42.79 Lakhs in the previous year. The Profit after Tax is Rs. 60.44 Lakhs as against Rs. 28.16 Lakhs in the previous year. 2. DIVIDEND Your directors recommended a final dividend of Rs. 0.50 per share for the financial year ended March 31, 2016, amounting to Rs. 2034227/- (inclusive of tax of Rs. 344075/ -). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on June 24, 2016 and in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. 3. CONSOLIDATED FINANCIAL STATEMENTS The Financial Statement of the Company for the Financial year 2015-16 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 31st March, 2016 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 Mrs. Mithlesh 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: Mr. Sandeep Verma, as an Additional Director of the Company with effect from April 17, 2015 in the category of Executive, Non-Independent Director. Mr. Ashish Jain, as an Additional Director of the Company with effect from April 17, 2015 in the category of Executive, Non-Independent Director. In accordance with Section 161 of the Act, the aforesaid director hold office upto 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 already been sought in the Twelth Annual General Meeting of the Company. b. Resignation of Director Mr. Atul Jain, Non Executive-Independent Director of the Company resigned and consequently stepped down from the Board of Directors of the Company with effect from August 14, 2015. The Board of Directors has placed on record its warm appreciation of the rich contribution made by Mr Atul Jain during their respective tenures as Directors of the Company. c. Director coming up for retire by rotation In accordance with the provisions of the Act, and the Articles of Association of the Company, Mr. Ashish Jain and Mr. Sandeep Verma retires by rotation and being eligible offers his candidature for re-appointment as a Director. d. 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. e. 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. f. 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 but Mr. Ravinder Nath Jain has been re-appointed as Chairman and Managing Director of the company w.e.f. April 01, 2016. Your approval for their re appointment as Chairman and Managing Directors has been sought in the Notice convening the forthcoming Annual General Meeting of the Company. 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 During the financial year 2015-2016, 5 meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report. 11. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm 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. 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 Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the 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. The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates. 16. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board regarding the fulfilment of all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The Company has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure-3) 18. PERFORMANCE EVALUATION OF THE BOARD The Board of Directors in its meeting held on May 16, 2016 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. 19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 20. 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. 21. 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-4). 22. SHARES The paid up Equity Share Capital as on March 31, 2016 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 23. AUDITOR STATUTORY AUDITOR M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company in the 11th Annual General Meeting of the Company held on September 30, 2014, to hold the office till the conclusion of 14th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting. Further, the ratification in respect with the appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 13th Annual General Meeting of the Company. SECRETARIAL AUDITOR 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 2015-2016. The Report of Secretarial Auditor (Form MR-3) for the FY 2015-2016 is annexed to the report as (Annexure-5). COST AUDITOR On the recommendation of Audit Committee, the Board of Directors in its meeting held on February 13, 2016 has appointed M/s. Vinod Bhatt & Associate, Cost Accountants as the Cost Auditor of the Company for the financial year 2016-17 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 13th Annual General Meeting. 24. 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 Companys Management to be aligned to deliver leading-edge building products backed with dependable after sales services. Your Company is committed to creating and maximising 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. 25. FIXED DEPOSITS Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013. 26. 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. 27. 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. 28. 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. 29. 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 2015-16 has been paid. CAUTIONARY NOTE 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. APPRECIATION 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 is 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 Ravinder Nath Jain Chairman & Managing Director Date : 16th May, 2016 Place : New Delhi |