DIRECTORS' REPORT Dear Shareholders, Your Directors are pleased to present the Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2015. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK The Company was the wholly-owned subsidiary of Manaksia Limited. Pursuant to Scheme of Arrangement as sanctioned by the Hon'ble Calcutta High Court the Aluminium undertaking of Manaksia Limited has been transferred to Manaksia Aluminium Company Limited on a going concern basis. The Company is currently carrying on the Aluminium business. Your Company manufactures two major products viz. Aluminium rolled products in coil and sheet form and Aluminium Alloy Ingots. We have vertically integrated certain parts of our operations across a number of products. This has resulted in a reduction in manufacturing costs, greater control on quality and an expansion in the range of products. The Demand for aluminium is estimated to grow at 6%-8% per annum. Also, demand for the metal is expected to pick up as the scenario improves for user industries, like power, infrastructure and transportation. The demand for aluminium has been strong in recent years. However aluminium industry being cyclical in nature, it could see a downturn in demand with the recent slowdown being witnessed in Indian and world economies. CHANGES IN THE NATURE OF BUSINESS There has been no change in the nature of business of the Company during the financial year 2014-15. DIVIDEND Since your Company has incurred loss the Board of Directors of your Company have not recommended any dividend for the financial year 2014-15. TRANSFER TO RESERVES During the year under review the Company has not transferred any amount to the General Reserve Account. SCHEME OF ARRANGEMENT The Honbl'e Calcutta High Court vide its Order dated 24th March, 2014 has sanctioned the Scheme of Arrangement under the provisions of Sections 391-394 of the Companies Act, 1956 for demerger of Aluminium Undertaking of Manaksia Limited into Manaksia Aluminium Company Limited on a going Concern basis. The certified copy of the Order sanctioning the Scheme was received on 19th November, 2014 and the Company has duly filed the said Order with the Registrar of Companies, West Bengal, on 23rd November, 2014. The Scheme has become effective on and from the date of filing with the Registrar of Companies. Upon the Scheme being effective, the Company had made application to National Stock Exchange of India Limited and BSE Limited for listing of its equity shares. Accordingly, the shares of the Company got listed on both the Stock Exchanges on 30th March, 2015. SHARE CAPITAL The Company pursuant to the Scheme of Arrangement as sanctioned by the Hon'ble Calcutta High Court vide its Order dated 24th March, 2014 has issued and allotted to the shareholder of Manaksia Limited, one share of Re 1/- each of the Company, for every one share of Rs 2/- each held by them in Manaksia Limited. The paid-up Equity Share Capital of the Company as at 31st March, 2015 stood at Rs. 655.34 lacs. During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT Details of shares held in the demat suspense account as required under Clause 5A I and 5A II of the Listing Agreement forms part of the Corporate Governance Report. OPERATIONS AND BUSINESS PERFORMANCE Kindly refer to Management Discussion and Analysis Report, which forms part of the Annual Report. MANAGEMENT DISCUSSION ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. DETAILS RELATING TO MATERIAL VARIATIONS During the year under review, there is no material variations as no prospectus or letter of offer has been issued. 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 such material changes and commitments affecting the financial position of the Company. EXTRACT OF ANNUAL RETRUN The extract of Annual Return as on 31st March, 2015 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directors' Report and marked as Annexure- "A". CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure-"B". NUMBER OF MEETINGS OF THE BOARD The details of numbers of meeting of Board held during the financial year 2014-15 forms part of the Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT Directors of your Company, hereby confirm, pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, in respect of financial year under review: a) That in the preparation of the annual accounts for the year ended 31st March, 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanations relating to material departures, if any; b) That the Directors have adopted such accounting policies and have applied them consistently and have made judgements and estimates in a reasonable and prudent manner 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 2014-15 and of the loss of the Company for the year ended 31st March, 2015; c) That the Directors have taken proper and sufficient care 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) That the annual accounts have been prepared on a going concern basis; e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f) That 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. DECLARATION BY INDEPENDENT DIRECTORS During the year under review, the Company at its Extra-ordinary General Meeting held on 17th November 2014 appointed Mr. Ajay Kumar Chakraborty, Mrs. Smita Khaitan and Dr. Kali Kumar Chaudhuri, as Independent Directors of the Company for a period of 5 (Five) years and shall hold office upto the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2019. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. DIRECTORS & KEY MANAGERIAL PERSONNEL In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mrinal Kanti Pal, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. During the year under review, the Company has appointed following persons as Key Managerial Personnel of the Company: The Board has changed the terms of appointment of Mr. Sunil Kumar Agrawal by changing his designation from Non-Executive Director to Managing Director of the Company in its meeting held on 23rd November, 2014, for a period of 3 years subject to the approval of shareholders in the ensuing Annual General Meeting of the Company. Apart from receiving managerial remuneration the Managing Director and Whole-time Directors of the Company are not entitled to any remuneration. The brief Resume/Profile of the Directors recommended by the Board for appointment/re-appointment forms part of Notice convening the 5th Annual General Meeting. STATUTORY AUDITORS & AUDITORS' REPORT At the 4th Annual General Meeting held on 10th September, 2014 the members approved appointment of Messers S K Agrawal & Co., Chartered Accountants, (Registration No. 306033E) to hold office from the conclusion of the 4th Annual General Meeting until the conclusion of the 9th Annual General Meeting, (subject to ratification of the appointment by the members, at every Annual General Meeting held after the 4th Annual General Meeting) on such remuneration as may be fixed by the Shareholders, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit. In accordance with Section 139 of the Act, members are requested to ratify the appointment of the Auditors to hold office from the conclusion of the 5th Annual General Meeting till the conclusion of the 6th Annual General Meeting. There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor's Report are self-explanatory and give complete information. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Vinod Kothari & Company, Practising Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended 31st March, 2015, forms part of the Directors Report and annexed as Annexure- "C". The Secretarial Auditors Report addressed to the shareholders of the Company, does not contain any qualification. COST AUDITORS The provisions of Section 148 of the Companies Act, 2013 and the relevant rules made thereunder are not applicable to your Company. FRAUD REPORTING There was no fraud reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the year under review. PARTICUALARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loans, made any investments or given any guarantee as stipulated under the provisions Section 186 of Companies Act, 2013, during the financial year 2014-15. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES All transactions entered into with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors or Key Managerial Personnel or other Designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company's website www.manaksia.com and the weblink thereto is <http://www.manaksia.com/corp_policy_aluminium.php>. 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 Companies Act, 2013 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-"D". RISK MANAGEMENT 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 realisation of opportunities. The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/measures have been formulated. AUDIT COMMITTEE The Company pursuant to the requirement of the provisions of Section 177 of the Companies Act, 2013 read with the provisions of Clause 49 of the Listing Agreement has constituted Audit Committee comprising of 4 (Four) Directors, Mr. Ajay Kumar Chakraborty - Independent Director (Chairman), Dr. Kali Kumar Chaudhuri - Independent Director, Mr. Sunil Kumar Agrawal - Executive Director and Mrs. Smita Khaitan - Independent Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report. The Board has accepted all the recommendations made by the Audit Committee. NOMINATION & REMUNERATION COMMITTEE As required by the provisions of Section 178(1) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listing Agreement the Company has constituted the Nomination & Remuneration Committee comprising of 4 (Four) Directors, Mr. Ajay Kumar Chakraborty -Independent Director (Chairman), Dr Kali Kumar Chaudhuri - Independent Director, Mr. Basudeo Agrawal - Non-Executive Director and Mrs. Smita Khaitan - Independent Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report. The Company pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and upon recommendation of Nomination & Remuneration committee has devised a policy on Remuneration of Directors and Key Managerial Personnel. The said policy forms part of the Directors Report and marked as Annexure-"E". The Company got listed on 30th March, 2015 and is in the process of finalisation of criteria for evaluation of performance of all the Directors based on the recommendation of Nomination & Remuneration Committee. Familiarization programme undertaken for Independent Directors is provided at the following weblink: <http://www.manaksia.com/> management-team-aluminium-co.php. STAKEHOLDERS RELATIONSHIP COMMITTEE As required by the provisions of Section 178(5) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listing Agreement the Company has constituted the Stakeholders Relationship Committee comprising of 3 (Three) Directors, Dr Kali Kumar Chaudhuri - Independent Director, Mr. Sunil Kumar Agrawal - Executive Director and Mr. Vineet Agrawal - Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY Your Company got listed at National Stock Exchange of India Limited and BSE Limited on 30th March, 2015, therefore, provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company. BOARD EVALUATION Pursuant to requirement of the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company is in the process of the preparation of criteria for evaluation of the Executive Directors, Non-Executive Directors, Board as a Whole and the Committees of the Board, keeping in mind various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance. DEPOSITS The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013. 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 shall impact the going concern status and Company's operations in future. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditor of the Company. The Audit Committee reviews the report submitted by the Internal Auditors. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems with regard to - 1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization. 2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in confirmity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information. 3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted. 4. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to any differences, if any. 5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies. WHISTLE BLOWER POLICY/ VIGIL MECHANISM In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 behaviour, mal practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company's website www.manaksia.com . DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT 2013 There has been no such case filed/pending 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure-"F". During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report. CREDIT RATING The Company was awarded 'A' rating by CARE for its long term loans, 'A1' (A One) rating by CARE for short term loans and commercial paper and 'A' rating by ICRA for long term loans and A1 (A ONE) rating by ICRA for short term loans and commercial paper, which represent high security for timely payment of loans and carrying very low credit risk. The Company's financial discipline and prudence are reflected from the good Credit ratings by leading agencies. 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 the shareholders in the best possible manner in the short, medium and long terms. Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Government 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 teamwork, professionalism and enthusiastic contribution towards the working of the Company during the year under review. Your Directors look forward to the future with hope and conviction. For and on behalf of the Board of Directors Ajay Kumar Chakraborty Chairman DIN : 00133604 Place : Kolkata Date : 3rd August, 2015 |