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Manaksia Directors Report, Manaksia Reports by Directors
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Manaksia
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Explore Manaksia connections « Mar 10
Directors Report Year End : Mar '11
Dear Shareholders,
 
 The Directors are pleased to present the Twenty Seventh Annual Report
 of the Company together with the Audited Accounts for the year ended
 31st March 2011.
 
 FINANCIAL RESULTS:
 
                                                    Rs. in lacs
 
                                           2010-11      2009-10
 
 Total Income                             94211.39     85139.09
 
 Profit Before Tax                         4005.60      3166.01
 
 Less: Provisions for Taxation             1020.00       688.00
 
 Net Profit                                2985.60      2478.01
 
 Transfer from Exchange 
 Fluctuation Reserve                        200.00            -
 
 Balance brought forward 
 from previous year                           7.73        25.71
 
 Short/(Excess) provision for 
 Taxation for Earlier years                  59.68            -
 
 Total Amount available for 
 appropriation                             3133.65      2503.72 
 Which the Directors have 
 appropriated as under to:
 
 (i) General Reserve                        300.00       250.00
 
 (ii) Debenture Redemption 
 Reserve                                    900.00       300.00
 
 (iii) Proposed Dividend on 
 Equity Shares                             1638.35      1668.82
 
 (iv) Tax on Proposed Dividends             265.78       277.17
 
 Balance Carried to Balance Sheet            29.52         7.73
 
 Total                                     3133.65      2503.72
 
 
 DIVIDEND
 
 Your Directors recommend, subject to the approval of shareholders, a
 dividend of 125% i.e., Rs.2.50 per Equity Share of Rs.2/- each for the
 year ended 31.03.2011 (last year 120% i.e., Rs.2.40 per equity share).
 The Dividend will be paid in compliance with the applicable
 regulations. The total outgo including tax on dividend would be Rs.
 1904.13 lacs (last year Rs. 1945.99 lacs).
 
 OPERATIONS AND BUSINESS PERFORMANCE
 
 Kindly refer to ''Management Discussion & Analysis Report'' and
 ''Corporate Governance Report'' which forms part of the Annual Report.
 
 FINANCE
 
 All financial commitments including payment of loan installments were
 met in time within the year under review.
 
 The borrowing costs during the year saw a noticeable decrease which
 resulted on account of better utilisation of working capital
 facilities.
 
 The lenders continued to rate the Company as a prime customer.
 
 CASH FLOW ANALYSIS
 
 In conformity with the provisions of Clause 32 of the Listing Agreement
 the Cash Flow Statement for the year ended 31st March 2011 is included
 in the annual accounts.
 
 CHANGES IN SHARE CAPITAL
 
 Pursuant to the resolution passed by the Board of Directors of the
 Company and in accordance with the provisions of the Companies Act,
 1956 and the Securities and Exchange Board of India (Buy Back of
 Securities) Regulations, 1998 to optimise return to the shareholder and
 to enhance overall shareholder value, the Company had made a Public
 Announcement to Buy -Back upto maximum 40,00,000 Equity shares at a
 maximum price of Rs. 200/- per share. The Company bought back and
 extinguished 40,00,000 Equity shares from the open market using
 electronic trading facilities of Bombay Stock Exchange Limited (BSE)
 and National Stock Exchange Limited (NSE) at an aggregate consideration
 of Rs. 40.14 crores. Consequently the paid up capital of the Company has
 reduced from 6,95,34,050 Equity Shares to 6,55,34,050 Equity Shares of
 Rs. 2/- each.
 
 EARNINGS IN FOREIGN EXCHANGE
 
 During the year the export earnings of the Company amounted to Rs.
 55355.70 lacs from the previous year level of Rs. 52274.71 lacs.
 Foreign currency expenditure of your Company amounted to Rs. 921.62 lacs
 as against Rs. 1453.39 lacs
 
 Full particulars of Foreign Exchange earnings and outgo are provided in
 Schedule S to the Accounts.
 
 ENVIRONMENT
 
 The Company continues to place great emphasis on environment management
 and protection. As one of the Eastern India''s premier corporations,
 Manaksia lays paramount importance on its responsibility to contribute
 to the preservation and enrichment of the physical environment.
 
 The Company was awarded ''CARE AA'' rating by CARE for its long and
 medium term loans which represent high security for timely servicing of
 debt instruments and carrying very low credit risk.
 
 DEPOSITS
 
 The Company has not accepted any deposit nor has any outstanding
 deposit as defined under Section 58A of the Companies Act, 1956.
 
 INDUSTRIAL RELATION & PERSONNEL
 
 Your Company continued to enjoy warm and healthy relations with its
 employees at all locations. Your Directors take this opportunity to
 record their appreciation for the dedicated services and significant
 efforts made by employees at all levels towards the progress of the
 Company.
 
 PARTICULARS OF EMPLOYEES
 
 The Ministry of Corporate Affairs by notification dated 31st March
 2011, issued Companies (Particulars of Employees) Amendment Rules,
 2011, wherein the disclosure required under Section 217 (2A) of the
 Companies Act 1956 in the Annual Report relating to remuneration
 payable to the employee have been modified. Since no employee of the
 Company draws remuneration in excess of the limits specified, no
 statement has been enclosed here with.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 We, the Directors of the Company, hereby confirm, pursuant to the
 provisions of Section 217 (2AA) of the Companies Act, 1956, in respect
 of financial year under review:
 
 a) That in the preparation of the annual accounts for the year ended
 31st March 2011, all the applicable accounting standards prescribed by
 the Institute of Chartered Accountants of India have been followed.
 
 b) That we 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 and of the
 profit of the Company for the year.  
 
 c) That we have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, 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.
 
 NATURE OF BUSINESS
 
 There has been no change in the nature of business of the Company and
 any of its subsidiary companies during the year.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT
 
 During the year under review, the Company has sold its 100% equity
 stake in Manaksia Global Limited and Crescent Industries (Nepal) Pvt
 Limited at a consideration amount of Rs.5.28 lacs and Rs. 389.50 lacs
 respectively. As reported in previous year''s Directors'' Report , during
 the year under review, the Company has invested in 50,000 Equity Shares
 of Rs. 10/- each equivalent to 100% Equity Capital of the relative
 Companies. The Company has since made further investment in 50,000
 Shares of Rs. 10/- each equivalent to 100% equity in another new Company
 named Manaksia Industries Limited, thereby also making it wholly owned
 subsidiary company. These investments have been made keeping in mind
 the business opportunities available.
 
 The statements required under Section 212 of the Companies Act, 1956 in
 respect of subsidiary companies are annexed hereto vide Annexure A.
 
 In terms of circular issued by Ministry of Corporate Affairs, the
 Balance Sheet, Profit & Loss Account, Report of the Board of Directors,
 Auditors'' Report and other documents of the subsidiary companies are
 not attached to the Annual Report.  The annual accounts of these
 subsidiary companies and the related detailed information will be made
 available to any member of the Company/its subsidiary companies seeking
 such information at any point of time and are also available for
 inspection by any member of the Company/its subsidiary companies at the
 registered office of the Company. The annual accounts of the said
 subsidiary companies will also be available for inspection, as above,
 at the Registered Office of Manaksia Ltd and in the respective
 subsidiary companies registered offices. The Company will furnish a
 copy of details of annual accounts of subsidiaries to any member on
 demand. A statement containing brief financial details of the Company''s
 subsidiaries for the financial year ended March 31, 2011 is attached
 with the Report as Annexure B.
 
 As required under the Listing Agreement with the Stock Exchanges
 consolidated financial statement of the Company and all its subsidiary
 companies is attached. The consolidated financial statements have been
 prepared in accordance with Accounting Standard 21 issued by the
 Institute of Chartered Accountants of India and show the financial
 resources, assets, liabilities, income, profits and other details of
 the Company and its subsidiary companies.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, the followings form part of this Annual Report:
 
 (a) Report on Corporate Governance.
 
 (b) Managing Director''s Declaration regarding compliance of Code of
 Conduct by Board Members and Senior Management Personnel.
 
 (c) Auditors Certificate regarding compliance of conditions of
 Corporate Governance.
 
 DIRECTORS
 
 During the period under review, Mr Nadia Basak, Director resigned as
 Executive Director of the Company as at the close of business hours of
 30th March 2011. Your Directors would like to record their appreciation
 of the valuable contribution made by Mr Basak during his tenure as
 Executive Director of the Company. However, Mr Basak would continue as
 Non-Executive Director of the Company to enable Board to draw upon his
 knowledge and vast experience.
 
 The tenure of Mr. Basant Kumar Agrawal as Managing Director would
 expire on 18th December 2011. The Board of Directors in its meeting
 held on 27th July 2011 has recommended for approval of the Members, the
 re-appointment of Mr Basant Kumar Agrawal as Managing Director, not
 liable to retire by rotation, for a period of five years from 19th
 December 2011.
 
 The Board in its meeting held on 27th July 2011, has recommended for
 approval of the Members revision in the remuneration payable to Mr
 Debabrata Guha, Whole Time Director.
 
 Mr R N Sengupta, Mr A K Chakraborty and Mr Nadia Basak, retire by
 rotation at the forthcoming Annual General Meeting and being eligible,
 offer themselves for re-appointment. The Board recommends their re-
 appointment.
 
 STATUTORY AUDITORS & AUDITORS'' REPORT
 
 The Statutory Auditors Messrs SRB & Associates, Chartered Accountants,
 retire at the conclusion of the ensuing Annual General Meeting and,
 being eligible offer themselves for re-appointment.
 
 Certificaite from the Auditors have been received to the effect that
 their re-appointment, if made, would be within the limits prescribed
 under Section 224 (IB) of the Companies Act 1956.
 
 The Auditors have also confirmed that they have subjected to themselves
 to the peer review process of Institute of Chartered Accountants of
 India (ICAI) and holds a valid certificate issued by the Peer Review
 Board of the ICAI.
 
 The Auditors'' Report to the shareholders does not contain any
 qualification.
 
 COST AUDITORS
 
 In terms of the directives of Ministry of Corporate Affairs under
 Section 233B of the Companies Act, 1956, the Company has proposed the
 name of a firm of a qualified Cost Auditors to the Central Government
 for conducting audit of Cost Accounting Records in respect of steel
 products manufactured by the Company. The approval of the Central
 Government as on the date of the Report is awaited.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The information regarding conservation of Energy, Technology Absorption
 and Foreign Exchange earnings and outgo required under Section 217(1)
 (e) of the Companies Act, 1956, are set out as Annexure C and form a
 part of this Report
 
 ACKNOWLEDGEMENT
 
 Your Company continues its relentless focus on strengthening
 competitiveness in all its businesses. It is the endeavour of your
 Company to deploy resources in a balanced manner so as to best secure
 the interest of the shareholders 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 departments, other stakeholders and the media.
 
 Your directors also wish to place on record their deep sense of
 appreciation to all the employees at all levels for their commendable
 team-work, exemplary professionalism and enthusiastic contribution
 towards the growth of the Company during the year under review.
 
 Your Directors look forward to the future with conviction.
 
                                          On behalf of the Board
 
                                                    R N Sengupta 
                                                        Chairman
 
 Kolkata, 27th July 2011
Source : Dion Global Solutions Limited
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