To the Members,
Your Directors are pleased to present the Company's Twenty one 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, 2024.
Financial Results
A summary of the Standalone financial performance of your Company, for the financial year ended March 31, 2024, is as under:
(Rs. in lacs)
Return To Investors (Dividend)
Keeping in view to further improve the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.
TRANSFER TO RESERVES
We do not propose to transfer any amount to general reserve on declaration of dividend.
Sub Division / Split Of Equity Shares
During the Financial Year, the shareholders through electronic means, on July 19, 2023, approved sub-division of Companys' one (1) equity share of face value of Rs.10/- each into two (2) equity shares of face value of 5/- each and consequent amendment in the existing Capital Clause V of the Memorandum of Association (MOA) of the Company.
Accordingly, the authorised share capital of the Company was altered as Rs.15,00,00,000/- divided into 3,00,00,000 equity shares of Rs. 5/- each and the paid-up and subscribed share capital of the Company was altered as Rs.13,52,12,160/- divided into 2,70,42,432 equity shares of Rs.5/- each.
After the requisite approvals of the Stock Exchange (i.e., BSE) and Depositories (i.e., NSDL and CDSL), new ISIN i.e., INE215I01027 has been allotted to the Company. The effect of the change in face value of the share was reflected on the share price at the Stock Exchange where Company is listed (BSE) with effect from July 23, 2023 (i.e., Record Date).
Bonus Issue
During the Financial Year, the shareholders by electronic means, on July 19, 2023, approved for issue of Bonus Shares, wherein the Company had allotted 2,70,42,432 Equity Shares of Rs.5/- each as fully paid-up to the Members of the Company, whose names appear in the Register of Members as on the Record date July 23, 2023, in the proportion of 1 (One) new fully paid-up equity shares of Rs.5/- each for every 1 (One) existing fully paid-up equity share of Rs.5/- each held by them (i.e., in the ratio of 1:1).
Share Capital
During the year under review, your Board of Directors approved split/sub-division of equity shares of the Company on June 09, 2023 and the same was approved by the shareholders on July 19, 2023, such that each equity share having face value of Rs.10/- (Rupees Ten only) fully paid-up, was sub- divided into two (2) equity shares having face value of Rs.5/- (Rupees five only) each, fully paid-up with effect from July 23, 2023 (Record Date).
Accordingly, the authorised share capital of the Company was altered as Rs.15,00,00,000/- divided into 3,00,00,000 equity shares of Rs.5/- each and the paid-up and subscribed share capital of the Company was altered as Rs.13,52,12,160/- divided into 2,70,42,432 equity shares of Rs. 5/- each.
Further, the Authorized Share Capital of the Company was increased from Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.5/- (Rupees Five Only) each to Rs.30,00,00,000/- (Rupees Thirty Crores only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 5/- (Rupees five Only) each and consequential alteration in the Memorandum of Association of the Company.
During the Financial Year, the shareholders through electronic means, on July 19, 2023, approved for issue of Bonus Shares, wherein the Company had allotted 2,70,42,432 Equity Shares of Rs.5/- each as fully paid-up to the Members of the Company, whose names appear in the Register of Members as on the Record date July 23, 2023, in the proportion of 1 (One) new fully paid-up equity shares of 5/- each for every 1 (One) existing fully paid-up equity share of 5/- each held by them (i.e., in the ratio of 1:1).
As on March 31, 2024, the paid-up share capital of the Company stood at Rs.27,04,24,320/- divided into 5,40,84,864 equity shares of 5/- each fully paid up
Variations In Net Worth
The Standalone Net worth of the Company for the Financial Year ended March 31, 2024, is Rs.16,308.50 lacs as compared to Rs.13,027.51 lacs for the previous financial year ended March 31, 2023.
Contribution To The Exchequer
Your Company over the years has been enabling significant contribution to various taxes. During the financial year 2023- 24, your Company has made the direct tax contribution of Rs. 1,122.33 lacs.
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 2023-24.
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.
The Company reported earnings results for the fourth quarter and full year ended March 31, 2024. For the fourth quarter, the company reported sales was INR 23740 lacs compared to INR 26287 lacs a year ago. Revenue was INR 23990 lacs compared to INR 26437 lacs a year ago. Net profit after tax was INR 728 lacs compared to INR 1446 lacs a year ago. Basic earnings per share from continuing operations was INR 1.35 compared to INR 2.67 a year ago (Post Split and Bonus). Diluted earnings per share from continuing operations was INR 1.35 compared to INR 2.67 a year ago.
For the full year, sales was INR 95303 lacs compared to INR 81385 lacs a year ago. Revenue was INR 96076 lacs compared to INR 81901 lacs a year ago. Net profit after tax was INR 3275 lacs compared to INR 4997 lacs a year ago. Basic earnings per share from continuing operations was INR 6.06 compared to INR 9.24 a year ago. Diluted earnings per share from continuing operations was INR 6.06 compared to INR 9.24 a year ago. Increase in revenue is supported by increased revenues from trading of primary metal.
The Financial Statement of the Company for the FY 2023-24 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 2023-24 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, 2024 was t. 5.01 lacs (excluding fixed deposits of Rs.48.72 lacs) vis-a-vis t. 8.70 lacs in the previous year (excluding fixed deposits of Rs. 218.72 lacs).
Total cash and bank balance as on 31st March, 2024 was t. 5.01 lacs vis-a-vis Rs. 8.70 lacs in the previous year.
During the year the Company has obtained Long Term and Short-Term Credit rating from ICRA 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 position of the Company between the end of the financial year of the Company as on 31st March, 2024 and the date of this report i.e. 13th August, 2024.
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 over the years. The Company continues to work towards strengthening 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.
Your Company has also planned to increase its installed capacity of extrusion from 10000 MTs to 240 00 MTs p.a. by installing new extrusion press from Italy of latest technology which will be having capability to extrude 7 to 9 inch diameter of Aluminium billets, with this addition we will be catering EV industry, Solar Industry, Defense industry, This project is under capital work in process and is expected to kick off by Financial year 2024-25.
Apart from extrusion your company is also focusing on value addition post extrusion to yield better margins keeping same in view during the year 2023-24 we have increased our anodizing capacity from 2400 to 3600 MTs pa. and also started powder coating of Aluminium profiles where at present coating is being performed through outside job-worker, all these measures together along with process improvement and efficiency improvement will target to increase in 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 776.77 lacs during the year, which was funded through internal accruals.
Directors' Responsibility 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 and loss of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
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 2023-24, the company had transferred 32,354 & 30896 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, 2024 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, independence 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
Mrs. Priti Jain (DIN No. 01007557), 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 herself for re-appointment as the Director.
The Board of Directors of the Company at their meeting held on November 9, 2023, based on the recommendation of the Nomination & Remuneration Committee, had re-appointed Mr. Ashish Jain (DIN:06942547), as Whole-time Director of the Company for the period from April 1, 2024 to March 31, 2027,and the same is being placed before the shareholders of the Company through Postal Ballot for their approval, which was duly approved by them.
The Board of Directors of the Company at their meeting held on November 9, 2023, based on the recommendation of the Nomination & Remuneration Committee, had re-appointed Mrs. Priti Jain (DIN: 01007557), as Whole-time Director of the Company for the period from April 1, 2024 to March 31, 2027,and the same is being placed before the shareholders of the Company through Postal Ballot for their approval, which was duly approved by them.
Appointment of Director
The Board of Directors of the Company at their meeting held on July 28, 2023, based on the recommendation of the Nomination & Remuneration Committee, had appointed Mr. Naveen Gupta (DIN: 10252320), as Executive Director of the Company for the period 3 years upto March 31, 2026, and the same is being placed before the shareholders of the Company through Postal Ballot for their approval, which was duly approved by them.
The Board has at their meeting held on 13th August, 2024 appointed Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil Kumar Jain (DIN: 10737778) as an Additional Director in the category of Non Executive Independent Director with effect from 13th August, 2024. Pursuant to Section 161 and other applicable provisions, if any of the Companies Act, 2013 and Article 108(i) & (ii) of the Articles of Association of the Company, Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil Kumar Jain (DIN: 10737778)shall hold office till the date of the ensuing Annual General Meeting. The Board recommends appointment of Mr. Sujoy Bhatia (DIN: 00109205) and Mr. Anil Kumar Jain (DIN: 10737778) as Non Executive Independent Director of the Company for a period of 5 years w.e.f. 13th August, 2024.
The Company has received notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing her candidature for the office of Director.
As required by Regulation 36(3) of the Listing Regulations and provisions of the Secretarial standards, brief resume and other details of the above-mentioned Director getting appointed & re-appointed, are attached to the Notice of the ensuing Annual General Meeting.
None of the Directors proposed for appointment / reappointment at the ensuing Annual General meeting are disqualified from being appointed /reappointed as Directors under the provisions of the Act, the Listing Regulations or any other order, directions of MCA, SEBI or any other statutory authorities.
Resignation of Directors
The term of Mr. Rajesh Jain (DIN: 02854873) as Independent Director is for the second term of five year was up to August 13, 2024. Hence there is no requirement for re-appointment of the same. Your Board takes the opportunity to place on record deep appreciation for his contributions to the Company during his association as an Non Executive Independent Director on the Board of the Company.
The term of Mr. Amit Jain (DIN: 03498081) as Independent
Director is for the second term of five year was up to August 13, 2024. Hence there is no requirement for re-appointment of the same. Your Board takes the opportunity to place on record deep appreciation for his contributions to the Company during his association as an Non Executive Independent 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 confirmation / 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. Amit Jain (ceased to be a director w.e.f.
13th August, 2024)
c) Mr. Rajesh Jain(ceased to be a director w.e.f.
d) Mr. Suresh Chander Malik
e) Mr. Anil Kumar Jain (appointed a director w.e.f. 13th August, 2024)
f) Mr. Sujoy Bhatia (appointed a director w.e.f. 13th August, 2024)
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 (‘MCA'). 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)
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 Officer & Chief Financial Officer;
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, six Board Meetings were convened and held on 30th May, 2023' 09th June, 2023' 28th July, 2023' 11th August, 2023' 09th November, 2023 and 14th 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-a- 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 responsible to monitor and review the evaluation framework.
The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting held on March 25, 2024 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 sub-section (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.
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 related party transactions which could 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-a-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, 2024, and that are operating effectively. More details on internal financial 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)/Managing Director & Chief Financial Officer (CFO) Certification:
A Certificate from Mr.Ravinder Nath Jain, CMD 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, 2024 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, 2024. 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
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, 2024.
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 20th 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 2023-24.
The Secretarial Audit Report for the financial year ended 31st March, 2024 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 appointed Ms. Ashok Khasgiwala & Co. LLP, Chartered Accountants to carry out the Internal Audit of the Company for the Financial Year 2024-25.
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 2023-24.
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 at www.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
In terms of SEBI (Prohibitions of Insider Trading) 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
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 Annexure 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@aanaluminium.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 Officer (CEO)/Managing Director (CMD) and 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 III 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, 2025.
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.