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
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