To the Members,
Your Directors are pleased to present the Company's Twentieth Annual Report on the
business and operations of Maan Aluminium Limited, along with the summary of the
Audited Financial Statements for the financial year ended March 31, 2023.
FINANCIAL RESULTS
A summary of the Standalone financial performance of your Company, for the financial
year ended March 31, 2022, is under:
(Rs in Lakhs)
Particular |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
Profit before interest, depreciation & tax |
7644.65 |
3810.15 |
Less : Interest |
494.72 |
488.34 |
Profit before Deprecia - tion |
7149.93 |
3321.81 |
Less : Depreciation |
446.65 |
346.83 |
Profit before tax and exceptional items |
6703.28 |
2974.98 |
Exceptional items |
0.00 |
0.00 |
Tax Expenses: |
1706.18 |
777.07 |
Profit after Tax |
4997.10 |
2197.91 |
Add : Comprehensive Income |
(1.28) |
(31.30) |
Total Comprehensive Income |
4995.83 |
2166.61 |
RETURN TO INVESTORS (DIVIDEND)
In view of encouraging performance and on account of healthy retained earnings and cash
position and the confi -dence of sustaining its performance going forward, during the year
the Board declared three Interim Dividend of Rs. 3.00 (i.e. @30%) per Equity Share on
1,35,21,216 Equity Shares of Rs. 10 each of the Company aggregating to Rs. 4,05,63,648/-
out of the profits of the Company in Board meeting on 08th August, 2022' 05th
November, 2022 and 02nd February, 2023.
The Board did not recommend a final dividend and therefore total dividend for the year
ended March 31, 2023 will be Rs. 3/- per equity share of face value of Rs. 10/- each.
The dividend Distribution Policy in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,
2015 is not applicable on the Company.
TRANSFER TO RESERVES
We do not propose to transfer any amount to general reserve on declaration of dividend.
SHARE CAPITAL:
During the year, the paid-up Equity Share Capital of the Company is Rs. 13,52,12,160/-
(1,35,21,216 Equity Shares of Rs 10/- each). No Increase in share capital of the company
is done in the FY 2022-23.
The Company has neither issued shares with differential rights as to dividend, voting
or otherwise nor issued shares to the Employees or Directors of the Company.
CONTRIBUTION TO THE EXCHEQUER
Your Company over the years has been enabling significant contribution to various
taxes. During the financial year 2022-23, your Company has made the direct tax
contribution of Rs. 1,706.18 Lakhs.
REVIEW OF BUSINESS AND OPERATIONS AND STATE OF YOUR COMPANY'S AFFAIRS
MAAN has built a sustainable foundation to accelerate its growth. Its customer-centric
products; transparency in operations; relentless focus on customer convenience; and
investment in technology has helped it build a family of lots of happy customers.
The overall business environment remained muted with demand slackening in almost all
sectors. The Aluminium Sector also went through extreme volatility owing to the
fluctuations is the Price of Primary Products. Your Company overcame the challenges posed
by the pandemic and performed well during the FY 2022-23.
This was achieved through leveraging the export opportunities bought by the growing
trend of export and offering quality service. With a resolution to provide best- in-class
product at the lowest cost, your Company delivered strong growth over the previous year.
"We are delighted to have achieved our highest ever revenue and profitability
during the year. With and focus towards our execution excellence, our revenue grew by
healthy 42% YoY, while PAT was up by 131% YoY during FY23. Our exports grew by 35% YoY for
FY23, supported by market share expansion in key geographies and further strengthening of
our export and domestic market network.
We have delivered resilient performance in the year. Our Revenue from operations grew
by 42% YoY to Rs. 813.85 Cr. from Rs. 572.29 in FY22. EBITDA increased by 101% YoY to Rs.
76.45 Cr. in FY23 from Rs. 38.10 Cr. in FY22. EBITDA margin increased by 273 bps to 9.39%
in FY23 compared to 6.66% in FY22. Net Profit 49.96 Cr. in FY23 as compared to Rs.
21.67Cr. in FY22. EPS stood at Rs. 36.96 in FY23 as compared to Rs. 16.26 in FY22
supported by moderation in freight expenses, increase in Export, reduction in finance cost
and our efforts towards operational efficiency.
The Financial Statement of the Company for the FY 2022-23 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 Listing
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.
The Audited Financial Statement along with Auditor Report for the FY 2022-23 into
consideration have been annexed to the Annual Report and also made available on the
website of the Company which can be accessed at www. maanaluminium.com
FINANCIAL LIQUIDITY AND CREDIT RATING:
Cash and cash equivalent as on 31st March, 2023 was Rs. 8.70 lakhs (excluding fixed
deposits of Rs. 218.72 lakhs) vis-a-vis Rs. 9.23 lakhs in the previous year (excluding
fixed deposits of Rs. 133.62 lakhs).
Total cash and bank balance as on 31st March, 2023 was Rs. 8.70 lakhs vis-?-vis Rs.
9.23 lakhs in the previous year.
During the year the Company has applied and obtained Long Term and Short-Term Credit
rating from CRISIL for the total bank loan facility of Rs. 105 crores. ICRA has assigned
ICRA BBB+/Stable for long term rating and ICRA A2 for short term rating.
The Company's working capital management is robust and involves a well-organized
process, which facilitates continuous monitoring and control over receivables, payables,
inventories and other parameters.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments in terms of Section 134(3)(l) of the
Act, affecting the financial of the Company between the end of the financial year of the
Company as on 31st March, 2023 and the date of this report i.e. 09th June,
2023.
FUTURE OUTLOOK
Your Company has been able to built-up good order book in all segments and sectors in
domestic market as well as global market. The Company continues to work towards
strengtheningincreased by131%YoYtoRs. domestic order book and improving the
international order book going forward. The present order book and the opportunities in
the Indian metal space as well as International market gives good visibility towards a
sustainable and profitable growth going forward. Continuous thrust on using latest
technologies, digital platform and better processes would ensure further improvement of
margins going forward.
FINANCE
Under the review, the Company's Working Capital Finance is being prudent mix of fund
based & non-fund based limits to cater to its existing fund requirements.
Total addition in the fixed assets was Rs. 930.75 Lakhs during the year, which was
funded through internal accruals, except vehicle purchased during the year.
DIRECTORS' RESPONSIBILTY STATEMENT
Pursuant to Section 134(3)(c ) of the Companies Act, 2013 ("the Act"), the
Board of Directors, to the best of the Knowledge and ability, confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii) 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
loss of the Company for that period;
iii) they have taken proper and 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;
iv) they have prepared the annual accounts on a going concern basis; and
v) 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
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively
TRANSFER TO GENERAL RESERVE:
During the year, your Company has not transferred any amount to the reserves.
TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013
("Act") read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid
or unclaimed dividends are required to be transferred by the Company to the Investor
Education and Protection Fund ("IEPF" or "Fund") Account established
by the Central Government, after completion of seven years from the date the dividend is
transferred to unpaid/ unclaimed account. Further, according to the Rules, the shares in
respect of which dividend has not been paid or claimed by the members for seven
consecutive years or more shall also be transferred to the demat account created by the
IEPF Authority after complying with the procedure laid down under the Rules.
During FY 2022-23, the company had not transferred any shares to IEPF' Account
DEPOSITS
We have not accepted any fixed deposits, including from the public, and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet date
LOANS, GUARANTEES AND INVESTMENTS
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 to the Company.
SUBSIDIARY COMPANY
Under review as on March 31, 2023 the Company does not have any Indian Subsidiary
Company, Associate Company or Holding Company.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part
of this report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy, inter alia, for nomination and appointment (including
remuneration) of Directors, senior management and key managerial personnel of the Company.
The details of Nomination and Remuneration Policy is stated in the Corporate Governance
Report and uploaded on website of the Company at www. maanaluminium.com
The Board of Directors of the Company follows the criteria for determining
qualification, positive attributes, indepen -dence of Directors as per Nomination and
Remuneration Policy and the Board Diversity Policy and other applicable policies of the
Company.
Directors are appointed /re-appointed with the approval of the Members for a term in
accordance with the provisions of the law and the Articles of Association of the Company.
The initial appointment of CEO and Managing Director is generally for a period of three
years. All Directors, other than Independent Directors, are liable to retire by rotation,
unless otherwise specifically provided under the Articles of Association or under any
statute or terms of appointment. One third of the Directors who are liable to retire by
rotation, retire at every annual general Meeting and are eligible for re-appointment.
Further details on election process, appointment of Directors and the details of
remuneration paid to Directors and Managerial Personnel forms part of the Corporate
Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:
The Company has Eight directors on its Board. Detailed composition about the Board is
disclosed in Corporate Governance Report. All Directors have submitted relevant
declarations / disclosures as required under Act and Listing Regulations.
Re-appointment of Director
Mr. Ashish Jain (DIN No. 06942547), Executive Director of the Company, retires by
rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152
of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors), Rules 2014 and the Articles of Association of your Company and being eligible,
has offered himself for re-appointment as the Director.
Appointment of Director
The Board has at their meeting held on 30th May, 2023 appointed Mr. Gaurav
Pratap Singh Thakur (DIN: 10155697) as an Additional Director in the category of Executive
Director with effectfrom 30th May, 2023. But it is pertinent to note that Mr.
Gaurav Pratap Singh Thakur (DIN: 10155697) has ceased to be a Additional Director of the
Company with effect from 26th June, 2023 due to his resignation arising out of his
personal commitments and other pre-occupations therefore the same is not part of the
Notice this Annual General Meeting.
Resignation of Directors
Mr. Viksit Chadha (DIN: 08236797) has ceased to be a Executive Director of the Company
with effect from 30th May, 2023 due to his resignation arising out of his personal
commitments and other pre-occupations. Your Board takes the opportunity to place on record
deep appreciation for his contributions to the Company during his association as an
Executive Director on the Board of the Company.
Mr. Gaurav Pratap Singh Thakur (DIN: 10155697) has ceased to be a Additional Director
of the Company with effect from 26th June, 2023 due to his resignation arising out of his
personal commitments and other pre-occupations. Your Board takes the opportunity to place
on record deep appreciation for his contributions to the Company during his association as
an Executive Director on the Board of the Company.
Board independence
Our definition of independence' of Directors is derived from Regulation 16(b) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section
149(6) of the Companies Act, 2013. Based on the confirma -tion / disclosures received from
the Directors and on evaluation of the independence of directors during the Board
evaluation process and assessing veracity of disclosures, the following Non-Executive
Directors are Independent:
a) Mr. Rajpal Jain
b) Mr. Ashok Jain (ceased to be a director w.e.f. 02nd Feb-ruary, 2023)
c) Mr. Amit Jain
d) Mr. Rajesh Jain
e) Mr. Suresh Chander Malik
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company's Code of Conduct.
In the opinion of the Board, the Independent Directors fulfil the conditions specified
under the Companies Act, 2013, the Rules made thereunder and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and are independent of the management, and are
persons of high integrity, expertise and experience. Further, in terms of Section 150 of
the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, the Board is also of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience and expertise in the fields of
strategy, business management, accounts & finance, auditing, tax and risk advisory
services, legal, HR, IT, sales & marketing, logistics, people management, branding,
infrastructure, technical, banking, insurance, financial services, investments, mining
& mineral industries both in cement & other sectors and they hold highest
standards of integrity.
Regarding proficiency, the Company has adopted requisite steps towards the inclusion of
the names of all Independent Directors in the data bank maintained with the Indian
Institute of Corporate Affairs (IICA').
Accordingly, all the Independent Directors of the Company have registered themselves
with IICA for the said purpose.
In terms of Section 150 of the Act read with the Companies (Appointment &
Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E),
dated 18.12.2020, wherever required, Independent Directors of the Company have undertaken
to complete online proficiency self- assessment test conducted by the said Institute.
Key Managerial Personnel (KMP)
During the year under review, there is no change in Key Managerial Personnel. The
following are the Key Managerial Personnel of the Company as defined under Sections 2(51),
203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
Mr. Ravinder Nath Jain-Chairman and Managing Director;
Mr. Sandeep Kumar Agarwal- Company Secretary and Compliance
Mr. Viksit Chadha-Chief Executive Officer (ceased to be a CEO w.e.f. 30th
May, 2023)
During the year under review, the non-executive director had no pecuniary relationship
or transactions with the Company, other than sitting fees, commissions, if any, and re-
imbursement expenses incurred by them, for the purpose of attending meetings of the
Board/Committee of the Company.
Annual Evaluation by the Board of its own performance, its Committees and Individual
Directors
In terms of Policy on Evaluation of Performance of Directors and the Board, the Board
has carried out an evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and Remuneration Committees and
other committees of Board as mandated under the Act and Listing Regulations.
The criteria and manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
Certificate of Non-Disqualification of Directors
In accordance with the Listing Regulations, a certificate has been received from Mrs.
Anita Aswal, Practicing Company Secretaries, that none of the Directors on the Board of
the Company has been disqualified to act as Director. The same is annexed herewith as Annexure
A.
Board Diversity
The Company has over the years been fortunate to have eminent persons from diverse
fields to serve as Directors on its Board. Pursuant to the SEBI Listing Regulations, the
Nomination & Remuneration Committee of the Board has formalised a policy on Board
Diversity to ensure diversity of the Board in terms of experience, knowledge, perspective,
background, gender, age and culture. The Policy on diversity is available on the Company's
website www. maanaluminium.com
NUMBER OF MEETINGS:
Meetings of Board and its Committees are held as per statutory requirements and as per
business needs. A calendar of meetings is circulated in advance to the Directors to enable
them to plan their schedule for effective participation in the meetings. Due to business
exigencies, the Board and Committees have also been approving several proposals by
circulation from time to time.
Board Meeting
During the year, four Board Meetings were convened and held on 20tth May,
2022, 08th August, 2022, 05th November, 2022 and 02nd
February, 2023 , the details of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed under the Act,
Secretarial Standards 1 (SS-1) issued by the Institute of Company Secretaries of India and
Listing Regulations.
The Company has the following four (4) Board-level Committees, which have been
established in compliance with the relevant provisions of applicable laws and as per
business requirements:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility (CSR) Committee
Audit Committee
The Audit Committee comprises of three members, with majority of Independent Directors.
The Chairman of the Committee is an Independent Director. The Committee met four times
during the year.
Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee comprising of three members,
all members of which are Non- Executive Directors and two-third members are Independent
Directors. The Committee met four times during the year.
Stakeholders' Relationship Committee
Stakeholders' Relationship Committee of Directors comprises of three members, with
majority of Non-Executive Directors. The Chairman of the Committee is an Independent
Director. The Committee met four times during the year.
Corporate Social Responsibility (CSR) Committee
The CSR Committee comprises of three members, of which one is Independent Director. The
Committee met once during the reporting period.
More details about all the Committees of the Board, including details of the role and
responsibilities of Committees, the particulars of meetings held and attendance of the
Members at such meetings are stated in the Corporate Governance Report, which forms part
of the Annual Report.
Board Effectiveness
Familiarisation Program for the Independent Directors
In compliance with the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has put in place a Familiarisation Programme
for Independent Directors to familiarise them with the working of the Company, their
roles, rights and responsibilities vis-?- vis the Company, the industry in which the
Company operates business model etc. Details of the Familiarisation Programme are
explained in the Corporate Governance Report and are also available on the Company's
website at https://www.maanaluminium.com.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and SEBI Circular no SEBI/CFD/CMD/
CIR/P/2017/004 dated January 05, 2017, the Board of Directors have carried out an annual
performance evaluation of its own performance, its Committees, the Directors individually
including Independent Directors (wherein the concerned Director being evaluated did not
participate) based out of the criteria and framework adopted by the Board. The Board
approved the evaluation results as collated by Nomination and Remuneration Committee
("NRC"). The evaluation process, manner and performance criteria for independent
directors in which the evaluation has been carried out by is explained in the Corporate
Governance Report which forms a part of this report. The Board is resp nsible to monitor
and review the evaluation framework. related party transactions which
The Board considered and discussed the inputs received from the Directors. Also, the
Independent Directors at their meeting held on March 25, 2023 reviewed the following:
Performance of Non-Independent Directors and the Board and the Committee as a
whole.
Performance of the Chairperson of the Company.
Assessed the quality, quantity and timeliness of flow of information between the
Company's Management and the Board, which is necessary for the Board to effectively and
reasonably perform their duties.
The Independent Directors expressed their satisfaction with overall functioning and
implementations of their suggestions.
The evaluation process endorsed the Board Members confidence in the ethical standards
of the Company, the cohesiveness that exists amongst the Board Members, the two-way candid
communication between the Board and the Management and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities.
Statement on declaration given by the Independent Directors
The terms and conditions of appointment of Independent Directors are as per Schedule IV
of the Act. The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and rule 5 of
the Companies (Appointment and Qualifications of Directors) Rules, 2014 and as well as
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
("SEBI Regulations") and there has been no change in the circumstances or
situation, which exist or may be reasonably anticipated, that could impair or impact the
ability of Independent Directors to discharge their duties with an objective independent
judgment and without any external influence.
More details on internal
The above declarations were placed before the Board and in the opinion of the Board all
the Independent Director fulfils the conditions specified under the Act and the SEBI
Regulations and are Independent to the Management.
CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:
Details of contracts/arrangement with the Related Parties are appearing under Note no.
45 and form part of this report. All related party transactions that were entered into
during the year under report were on arm's length basis and were in the ordinary course of
business. There were no materially significant have potential conflict with interest of
the Company at large.
Related Party Transactions are placed before the Audit Committee as also before the
Board, wherever required, for their approval. The Policy on Related Party Transactions as
approved by the Board is uploaded on the Company's website. The Company's management
ensures total adherence to the approved Policy on Related Party Transactions to establish
Arm's Length Basis without any compromise.
The Company has not entered into any transaction with any person or entity belonging to
the Promoter/Promoter Group which hold(s) 10% or more shareholding in the Company.
The Company had not entered into any contracts or arrangements or transactions under
sub-section (1) of Section 188 of the Act. Hence, Form AOC-2 disclosure is not required to
be provided.
None of the Directors and the Key Managerial Personnel has any pecuniary relationships
or transactions vis-?-vis the Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations.
The Company has adequate internal financial control, which are constantly monitored by
the Finance Department.
The Finance Department monitors and evaluates operating systems, accounting procedures
and policies at all locations of the Company. Based on the report of external Internal
Auditors, the Audit Committee/ Board initiate corrective action in respective areas and
thereby strengthen the controls. The scope, functioning, periodicity and methodology for
conducting internal audit is as per terms agreed by the Audit Committee in consultation
with the Internal Auditor and as approved by the Board.
The Company had, in all material respects, an adequate internal financial controls
system with respect to its financial statements for the year ended 31st March, 2023, and
that are operating effectively. controls forms part of the Management Discussion and
Analysis Report.
ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return (e-form MGT-7) of the
Company is available on the website of the Company at www.maanaluminium.com.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
A Certificate from Mr.Viksit Chadha, CEO and Mr. Sandeep Kumar Agarwal, CFO, pursuant
to provisions of SEBI (LODR) Regulations, 2015, for the year under review was placed
before the Board of Directors of the Company at its meeting held on May 30, 2023 and the
same does not contain any adverse remark or disclaimer.
AUDITORS:
Statutory Auditors and their Report
M/s. M A K & Associates, Chartered Accountants (Firm Registration Number 003060C)
were appointed as Statutory Auditor of the Company at the 17th AGM held on
September 29, 2020 for a period of five consecutive years i.e. till the conclusion of 22nd
AGM.
M/s. M A K & Associates have audited the standalone financial statement of the
Company for the financial year ended 31st March, 2023. The Statutory Auditor's report
provided by M/s. M A K & Associates does not contain any qualifications, reservations,
adverse remarks or disclaimers, which would be required to be dealt with in the Boards'
Report.
Cost Auditors and Cost Audit Report
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint Cost
Auditor for the audit of Cost Records of the Company.
Further in terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made
and maintained by the Company as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013.
The Board of Directors of the Company on the recommendation of the Audit Committee
approved the Appointment and Remuneration payable to M/s Vivek Bothra, Cost Accountant
(Membership No. 16308) as the Cost Auditors of the Company to audit the Cost Records for
the financial year ending March 31,
The Company has received their written consent that the appointment is in accordance
with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. As
per the statutory requirement, the requisite resolution for ratification of remuneration
of the Cost Auditors by the members of the Company has been set out in the Notice
convening 19th AGM of the Company.
During the year, the Cost Auditors had not reported any matter under Section 143(12) of
the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section
134(3) (ca) of the Companies Act, 2013.
Secretarial Auditor and Secretarial Audit Report
Section 204 of the Act, inter-alia requires every listed company to undertake
Secretarial Audit and annex with its Board's Report a Secretarial Audit Report given by a
Company Secretary in practice in the prescribed form. In line with the requirement 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 and other
applicable provisions, if any, the Board of Directors of the Company had appointed Mrs.
Anita Aswal, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit
for the financial year 2022-23.
The Secretarial Audit Report for the financial year ended 31st March, 2023 are annexed
as Annexure IV to this Report. This report is unqualified and self-explanatory and
does not call for any further comments/explanations.
Internal Auditors
During the year under review M/s. Mahesh C. Solanki & Co. Chartered Accountants has
acted as Internal Auditors of the Company. Audit observations of M/s Mahesh C. Solanki
& Co. Chartered Accountants and corrective actions thereon are periodically presented
to the Audit Committee of the Board. The Board of Directors on the recommendation of the
Audit Committee re-appointed M/s Mahesh C. So-lanki & Co. Chartered Accountants to
carry out the Internal Audit of the Company for the Financial Year 2023-24.
AUDITORS REPORT
The notes on the financial statement referred in the Auditor's Report are
self-explanatory and do not call for any further comments. The Auditor's Report does not
contain any qualification, reservation, adverse remark or disclaimer for the Financial
Year 2021-22.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or
.Employees to the Audit Committee under section 143(12) of the Companies Act, 2013,
details of which needs to be mentioned in this Report.
MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
Vigil Mechanism (Whistle Blower Policy) and Code of Conduct
Creating a fraud and corruption free culture has always been the core factor of your
Company. In view of the potential risk of fraud, corruption and unethical behavior that
could adversely impact the Company's business operations, performance and reputation, MAAN
has emphasized even more on addressing these risks. To meet this objective, a
comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the
provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is in
place. The details of the Whistle Blower Policy is explained in the Corporate Governance
Report and posted on the website of the Company atwww.maanaluminium.com
In addition to above policy, Company has in place the Code of Conduct
("Code") and other critical compliance policies which are laid down based on the
Company's values, beliefs, principles of ethics, integrity, transparency and applicable
laws. Your Company has zero- tolerance to bribery and corruption and is committed to act
professionally and fairly in all its business dealings.
To create awareness about the Company's commitment to conduct business professionally,
fairly and free from bribery and corruption, regular training and awareness programs and
workshops is conducted for all employees (both direct and indirect) across the
organization.
More details about the Code are given in the Corporate Governance Report.
Code of Conduct to Regulate, Monitor and report trading by Insiders
IntermsofSEBI(ProhibitionsofInsiderTrading)Regulations, 2015, as amended from time to
time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider
Code) as approved by the Company's Board. Any Insiders (as defined in Insider Code)
including designated employees & persons and their relatives are, inter-alia,
prohibited from trading in the shares and securities of the Company or counsel any person
during any period when the "unpublished price sensitive information" are
available with them.
The Insider Code also requires pre-clearance for dealing in the Company's shares and
prohibits dealing in Company's shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report forms an integral part of this Report, together with
the Certificate from the Practicing Company Secretary regarding compliance with the
requirements of Corporate Governance as stipulated in Part C of Schedule V to the Listing
Regulations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
It has been the Company's endeavor to focus of energy conservation and efficiency
measures and accordingly were undertaken in various areas of the cement manufacturing
during the year.
Information relating to conservation of Energy, Technology Absorption and Foreign
Exchange Earning and Outgo, required under Section 134(3)(m) of the Act are annexed hereto
as Annexure -I and form part of this report.
RISK MANAGEMENT
The Company's management systems, organisational structures, processes, standards and
code of conduct together form the risk management governance system of the Company and
management of associated risks.
Your company's management monitors and reports on the principal risks and uncertainties
that can impact its ability to achieve its strategic objectives.
Your Company believes that managing risks helps in maximizing returns. The Company's
approach in addressing business risks is comprehensive and includes periodic review of
such risks and a framework for mitigating controls and reporting mechanism of such risks.
The risk management framework is reviewed periodically by the Board and the Audit
Committee. Some of the risks that the
Company is exposed to are financial risks, commodity price risks, regulatory risks,
human resource risks, strategic risks etc..
POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
The Board of Directors has devised a Policy which lays down a framework in relation to
remuneration of Directors, KMP and other employees of the Company. The said policy is
available on the Company's website at www. maanaluminium.com
PREVENTION OF SEXUAL HARASSMENT
The Company has always provided a congenial atmosphere for work that is free from
discrimination and harassment, including sexual harassment. It has provided equal
opportunities of employment to all without regard to their caste, religion, colour,
marital status and sex.
The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal
Complaints Committee for redressal of grievances regarding sexual harassment received by
the Committee. All employees are covered under this Policy. During the year under review,
the Company has not received any complaints of sexual harassment. The Company has complied
with all the applicable provisions of the said Act.
Your Directors further state that the during the financial year 2022-23, there were no
complaints pending pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 :
a) Number of complaints received in the year : Nil
b) Number of complaints disposed off during the year : Nil
c) Number of cases pending more than ninety days: Nil
d) Number of workshops or awareness programme against sexual harassment carried out:
The Company has conducted training for creating awareness against the sexual harassment
against the women at work place.
e) Nature of action taken by the employer or district officer:
Not Applicable.
Policy of "Prevention of Sexual Harassment" at workplace is available to
access as and when required. Further, your company has setup an Internal Complaints
Committee (ICC) which has equal representation of men and women and is chaired by senior
woman and has an external women representation.
INSURANCE:
The Company's plant, properties, equipment and stocks are adequately insured against
all major risks including loss on account of business interruption caused due to property
damage.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in An-nexure
II to this Report.
In accordance with the provisions of Sections 197(12) & 136(1) of the Act read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list
pertaining to the names and other particulars of employees drawing remuneration in excess
of the limits set out in the aforesaid Rules, is kept open for inspection during working
hours (upto the date of ensuing Annual General Meeting) at the Registered Office of the
Company, and the Report & Accounts are being sent to all the Members of the Company,
excluding the aforesaid particulars of employees. Alternatively, any Member, who is
interested in obtaining these details, may also write to the Company Secretary at the
Registered Office of the Company or to email id at cs@maanaluminium.in
CORPORATE GOVERNANCE
The Company has a strong legacy of following fair, transparent and ethical governance
practices and is committed to maintain the highest standards of Corporate Governance and
strictly adheres to the Corporate Governance requirements set out by SEBI. The Company's
Corporate Governance policy is based on the belief that good governance is an essential
element of business, which helps the Company to fulfill its responsibilities towards all
its stakeholders. The report on Corporate Governance as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations")
forms an integral part of this Report. The requisite Auditor's Certificate on Corporate
Governance obtained from Mrs. Anita Aswal. Practicing Company Secretary for compliance
with SEBI Regulations is attached to the report on Corporate Governance.
A Certificate of the Chief Executive Chief Financial Officer (CFO) of the Company in
terms of Regulation 17(8) of the Listing Regulations is also annexed.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company aims to remain essential to the society with its social responsibility,
strongly connected with the principle of sustainability, an organization based not only on
financial factors, but also on social and environmental consequences. It is responsibility
of your Company to practice its corporate values through its commitment to grow in a
socially and environmentally responsible way, while meeting the interest of Stakeholders.
Our continually rising CSR spend on carefully crafted CSR programmes that consider the
needs of our communities have helped us win their hearts and made them a part of Maan
family. Key thematic areas of Maan's CSR activities include Healthcare, Sanitation &
Hygiene, Education, Rural and Community infrastructure development, Water Conservation
& Environmental protection, Women empowerment, including employment creation
initiatives and sustainable livelihood, promotion of sports and contribution for other
social cause.
As required under Section 135 of the Act and Rules made thereunder, to demonstrate the
responsibilities towards social upliftment in structured way, the Company has formed a
Corporate Social Responsibility Policy. The Committee reviews and monitors the CSR
projects and expenditure undertaken by the Company on a regular basis. The Company
implements the CSR projects directly as well as through implementing partners.
The details of such initiatives, CSR spend etc., have been provided as Annexure E to
this Report, as required under the Companies (Corporate Social Responsibility Policy)
Rules, 2014
TRANSFER OF SHARES ONLY IN DEMAT MODE :
As per SEBI norms, all requests for transfer of securities including transmission and
transposition requests shall be processed only in dematerialised form. Further vide
circular date 24th January, 2022, SEBI has notified that all request for duplicate
issuance, splitting and consolidation requests too will be processed in a demat mode only.
UPDATING KYC DETAILS COMMON AND SIMPLIFIED NORMS FOR PROCESSING INVESTOR'S SERVICE
Efforts are underway to update the Permanent Account Number (PAN) and bank account
details of shareholder(s) as required by SEBI. The regulator, vide circular dated 3rd
November, 2021 and 15th December, 2021, has mandated furnishing of PAN, KYC details and
nomination by holders of physical securities by 31st March, 2023 and SEBI further extended
the cut-off date to 30th September, 2023 vide its Circular dated 16th March, 2023 and CBDT
vide its Press Release, has also extended linking PAN with Aadhaar by 30th June, 2023
without facing repercussions.
Members are requested to submit their PAN, KYC and nomination details to the Company's
registrars through the forms.
LISTING OF EQUITY SHARES:
The Company's equity shares are listed on the BSE Ltd. and National Stock Exchange of
India Ltd. Listing fees have been paid up to 31st March, 2024.
More details about the Transfer of Shares and Listing of Shares are given in the
Corporate Governance Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India which have
mandatory application during the year under review.
HUMAN RESOURCES:
Your people are your greatest resource. Your Company encourages and provides regular
training to employees to improve their skills. Your Company has a performance appraisal
system for senior employees and junior management staff. In- house news-letters provide a
forum for information sharing. Rewarding individuals for their contribution is part of
motivation towards Excellence. More details on this section form part of Management
Discussion and Analysis Report.
HEALTH AND SAFETY/ INDUSTRIAL RELATIONS:
The Company continues to accord high priority to the health and safety of employees at
all locations. During the year under review, the Company conducted safety training
programs for increasing disaster preparedness and awareness amongst all employees at the
plant. Training programs and mock drills for safety awareness were also conducted for all
employees at the plant. Safety Day was observed with safety competition programs with the
aim to imbibe safety awareness among all the employees (both direct and indirect) at the
plant.
During the year under review, your Company enjoyed a cordial relationship with workers
and employees at all levels.
OTHER DISCLOSURES AND INFORMATION
a) Significant and Material Orders passed by the Authority
There are no significant or material orders passed by the Regulators or Courts or
Tribunals which impacts the going concern status of the Company and its future operations.
b) Stock Option
The Company doesn't have any Stock options scheme.
APPRECIATION
Your directors are thankful to the Central and State Government Departments,
Organizations and Agencies for their continued guidance and co-operation. The Directors
are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business
associates for their excellent support and help rendered during the year. The Directors
also acknowledged the commitment and valued contribution of all employees of the Company.
Your directors wish to place on record their appreciation for the support and guidance
provided by its Promoter.
Date: 09.06.2023 |
By order of the Board |
Place: New Delhi |
For Maan Aluminium Limited |
|
Ravinder Nath Jain |
|
Chairman and Managing Director |
|