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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Manaksia Coated Metals & Industries Ltd.

Mar 31, 2024

Your Directors are pleased to present the 14th (Fourteenth) Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS: ('' in Lacs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	73962.25	65160.61	73965.26	65183.62
Profit Before Tax	1530.97	742.78	1490.93	709.49
Add/(Less): Tax Expenses
Current Tax	405.00	183.66	405.00	183.66
Deferred Tax Liabi l ity/(Asset)	(37.78)	57.08	(37.78)	57.08
Tax for earlier year	0.00	0.00	0.00	0.00
Total tax Expenses	367.22	240.74	367.22	240.74
Profit After Tax	1163.75	502.04	1123.71	935.89
Other Comprehensive Income	8.87	1.05	31.14	124.39
Total Comprehensive Income for the year	1172.63	503.09	1154.85	1060.27
Balance brought forward from previous year	2899.30	2397.26	2885.93	1950.06
Surplus/ (Deficit) carried to Balance Sheet	4043.39	2899.30	3989.99	2885.93

OPERATIONS AND BUSINESS PERFORMANCE

The Company was able to sustain the turnover track and its revenue from operations increased substantially from Rs. 65160.61 Lakhs of the previous year to Rs. 73962.25 Lakhs during the year. However, due to several factors marred with the current slowdown in economy, the Company inspite of its best efforts achieve to register profit of Rs. 1530.97 Lakhs during the year under report. However, the Company is further improving its performance day-by-day and is expected to show further improvement in its results in coming year.

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

The Company expects to increase its revenue and the profitability in the coming year as the business has started showing growth and the economy as a whole has moved to its revival and future of the Company looks very bright. There is no dearth of demand and the Company is well shaped to cope up itself with the market expectations.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Re. 0.05 per Equity Share (5%) against the face value of Re. 1/- of an equity share of the Company, subject to the approval by the Members of the Company at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to the General Reserve Account.

CAPITAL & DEBT STRUCTURE

The paid-up Equity Share Capital of the Company as at 31st March, 2024 stood at Rs. 742.69 lacs divided into 7,42,69,050 equity shares of Re. 1 each. 83,75,000 equity shares were further listed on the both the stock exchanges during the year under review.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the financial year 2023-24

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the financial year 2023-24.

C) Issue of employee stock options

The Company did not issue employee stock options during the financial year 2023-24.

D) Provisions of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company does not have a scheme for purchase of its own shares by employees or by trustees for the benefit of employees.

E) Issue of Debentures, Bonds, Warrants or any non-convertible securities

The Company did not issue Debentures, Bondss or any Non-convertible securities during the financial year 202324.

However, in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations), During the financial year under review the Company has issued and allotted 2,24,00,000 (Two crores Twenty Four Lakhs) Warrants, at a price of Rs. 18/- (Rupees Eighteen only) per warrant determined in accordance with SEBI ICDR Regulations , with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Re. 1/- (Rupee One only) each of the Company ("Equity Shares") at a premium of Rs.17/- (Rupees Seventeen only) per equity share for each warrant, in one or more tranches, within 18 (Eighteen) months from the date of allotment of the warrants, for total amount upto Rs. 40,32,00,000/- (Rupees Forty crores Thirty Two Lakhs only), for cash, to certain promoters/ promoter group and other than promoters/promoter group on a preferential basis.

Post approval of the shareholders vide the extra-ordinary general meeting held on 19th September, 2023 for issue & allotment of 2,24,00,000 (Two crores Twenty Four Lakhs) Warrants, the Board of Directors at its meeting held on 11th October, 2023 allotted 2,24,00,000 (Two crores Twenty Four Lakhs) Warrants to certain promoters/promoter group and other than promoters/promoter group on preferential basis.

Subsequent to the aforesaid preferential allotment, 87,35,000 warrants were exercised for conversion by the applicants and subsequently 87,35,000 equity shares of Re. 1/- each of the Company were allotted by the Board of Directors on 15th January, 2024

Consequent to the aforesaid allotment upon conversion of warrants, the paid-up equity capital of the Company has increased from Rs. 6,55,34,050/- consisting of 6,55,34,050 Equity Shares of Re.1/- each to Rs. 7,42,69,050/-consisting of 7,42,69,050 Equity Shares of Re.1/- each as on 31st March, 2024. 1,36,65,000 Warrants are still pending for conversion on or before 10th April, 2025.

There was no deviation or variation in the utilisation of proceeds raised through issuance of Warrants on preferential basis, by the Company as on the date of this Report.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Para F of Schedule

V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') forms part of the Corporate Governance Report.

DETAILS PERTAINING TO CREDIT RATINGS

Credit rating in terms of Regulation 34(3) read with Para C of Schedule V of the Listing Regulations are given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Regulation 34(2) read with Para B of Schedule

V of the Listing Regulations,on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFFERED TO AS ''ACT'') IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

No such instance took place during the year under review.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of offer during the last five years and as such the requirement for providing the details relating to material variation is not applicable upon the company for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2023-24 and the date of this report.

ANNUAL RETURN

The Annual Return as on 31.03.2024 as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the company and can be accessed at https://www.manaksiacoatedmetals.com/pdf/Annual%20Return_2023-24.pdf

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely, and discloses timely and accurate information regarding the operations and performance of the Company.

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations, Report on the Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure-''A''.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

5(Five) meetings of the Board of Directors were held during the Financial Year 2023-24. The details of the meetings of the Board of Directors of the Company convened during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report.

Secretarial Standards

The Institute of Company Secretaries of India has issued Secretarial Standards and all the Secretarial Standards have been approved by the Central Government under Section 118(10) of the Act. Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the company to observe the secretarial standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being inforce), the Directors of the Company state that:

a ) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable Accounting Standards had been followed along with proper explanations relating to material departures, if any;

b) the Directors had adopted such accounting policies and applied them consistently and 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 2023-24 and of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts had been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

Mr. Siddhartha Shankar Roy (DIN: 08458092),Ms. Gargi Singh (DIN: 08458152), Mr. Siddhartha Sengupta (DIN: 10165139) and Mr. Probir Kumar Chaudhury (DIN: 10041053) are Independent Directors on the Board of the Company as on 31st March, 2024.

Further Mr. Probir Kumar Chaudhury (DIN : 10041053) and Mr. Siddhartha Sengupta (DIN : 10165139) were appointed as Independent Directors w.e.f May 30, 2024 in the 13th Annual General Meeting held on 29thAugust, 2023.

Mr. Siddhartha Shankar Roy (DIN: 08458092) and Ms. Gargi Singh (DIN: 08458152) were reappointed as Independent Directors for second term w.e.f May 29, 2024 in the 13th Annual General Meeting held on 29th August, 2023.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 and sub-regulation (8) of Regulation 25 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

They have also registered themselves in the databank with the Institute of Corporate Affairs of India as an Independent Director as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board of Directors of the Company has reviewed the disclosures of independence submitted by the Independent Directors and is of the opinion that the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.Further the Independent Directors have also complied with Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

COMPLAINCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

All directors and senior management have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management. A declaration to that effect is attached with the Corporate Governance Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6)(c) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Article 87 of the Articles of Association of the Company, Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Venkata Srinarayana Addanki (DIN : 10141427) was appointed as Wholetime Director w.e.f May 30, 2023 at the 13th Annual General Meeting held on August 29, 2023.

Mr. Probir Kumar Chaudhury (DIN : 10041053) was appointed as an Independent Director w.e.f May 30, 2023 at the 13th Annual General Meeting held on August 29, 2023

Mr. Siddhartha Sengupta (DIN : 10165139) was appointed as an Independent Director w.e.f May 30, 2023 at the 13th Annual General Meeting held on August 29, 2023

Mr. Siddhartha Shankar Roy (DIN: 08458092) was re-appointed as Non-Executive Independent Director of the Company for a second term of 5 (five) years w.e.f 29th May, 2024, at the 13th Annual General Meeting held on August 29, 2023

Ms. Gargi Singh (DIN: 08458152) was re-appointed as Non-Executive Independent Director of the Company for a second term of 5 (five) years w.e.f 29thMay, 2024, at the 13th Annual General Meeting held on August 29, 2023.

AUDITORS

STATUTORY AUDITORS

Members of the Company at the 9th AGM held on 24th September, 2019, approved appointment of M/s. S. Bhalotia & Associates, Chartered Accountants, (Firm Registration No. 325040E) as Statutory Auditors of the Company, for a term of 5 years to hold the office from the conclusion of 9th AGM till the conclusion of 14th AGM of the Company.

The Board of Directors at its meeting held on August 7, 2024, has recommended re-appointment of M/s. S.Bhalotia & Associates as Statutory Auditors of the Company for a second term of five consecutive years from conclusion of the 14th AGM until the conclusion of the 19th AGM of the Company to be held for FY 2028-29.

M/s. S. Bhalotia & Associates, have confirmed that their appointment would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of Listing Regulations, M/s. S. Bhalotia& Associates, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor''s Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Asit Kumar Labh (CP No. 14664) Practising Company Secretary as the Secretarial Auditor, to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the Financial Year ended 31st March, 2023, forms part of the Directors Report and annexed as Annexure-''B''.

The Secretarial Auditors Report of the Company, does not contain any qualification, reservation, adverse remark or disclaimer that may call for any explanation from the Directors.

COST AUDITORS

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records for, few of its products and accordingly, such accounts are made and records have been maintained by the Company.

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. S. Chhaparia&Associates, Cost Accountants as the Cost Auditors of the Company to conduct the audit of cost records for the FY 2024-25 in accordance with Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, at a remuneration of Rs. 1,00,000/- plus reimbursement of out-of-pocket expenses at actual and applicable taxes. The remuneration to be paid to the Cost Auditor needs to be ratified by the shareholders at the ensuing Annual General Meeting of the Company.

A resolution seeking Member''s approval for ratification the remuneration payable to the Cost Auditor forms part of the Notice of the Annual General Meeting and the same is recommended for your consideration.

Relevant cost audit report for the year 2022-23 was submitted to the Central Government within stipulated time and was free from any qualification or adverse remarks. The Cost Audit Report for the financial year 2023-24 has been reviewed by the Board of Directors at its meeting held on 7^thAugust, 2024 and the same will be filed with the Central Government within stipulated time. The said report is free from any qualification or adverse remarks.

INTERNAL AUDITORS

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed S. K. Agrawal and Co. Chartered Accountants LLP (FRN: 306033E/E300272), Chartered Accountants as Internal Auditors of the Company for the FY 2024-25 in accordance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act, to the Audit Committee or the Board of Directors during the year under review.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review, your Company has not provided any employee stock option/ purchase scheme. PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of the loans given, investments made, guarantees given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the notes to the Financial Statements (Refer note no. 4 & 11).

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for approval and Board as applicable. Prior omnibus approval of the Audit Committee is obtained for all the RPTs, which are foreseeable and repetitive and/ or entered in the ordinary course of business and are at arm''s length basis.

All related party transactions during the year have been carried out at arms'' length basis in the ordinary course of business.

There were no materially significant related party transactions as defined in terms of the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, entered into by the Company during the year under review which could conflict with the interest of the Company as a whole and, as such, disclosure in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 has not been made.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company''s website www.manaksiacoatedmetals.com and the weblink https://www.manaksiacoatedmetals.com/pdf/

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

The details of related party disclosures with respect to loans/ advances/ investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo forms part of this Directors Report and marked as Annexure-''C''.

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realisation of opportunities.

In accordance with the Listing Regulations, the Board of Directors of the Company are responsible for framing, implementing and monitoring the risk management plans of the Company. The Company has a "Risk Management Policy" to identify risks associated with the Company, assess its impact and take appropriate corrective steps to minimize the risks that may threaten the existence of the Company. It helps in safeguarding the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/measures have been formulated.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination & Remuneration Committee and Stakeholders''Relationship Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging of its responsibilities.

AUDIT COMMITTEE

As on 31st March, 2024 the Company pursuant to the requirement of the provisions of Section 177 of the Act read with the Regulation 18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four) members. The Committee is chaired by Mr. Siddhartha Shankar Roy(DIN:08458092), Independent Director. Ms. Gargi Singh (DIN: 08458152), Independent Director, Mr. Siddhartha Sengupta (DIN : 10165139), Independent Director and Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director are the other Members. Mr. Mahendra Kumar Bang, Chief Financial Officer is a permanent invitee to the Meeting. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

Due to resignation of Mr. Ajay Kumar Chakraborty w.e.f. 30th May, 2023 the composition of the Committee was reconstituted and accordingly Mr. Siddhartha Shankar Roy was elected as Chairman to the Committee and Mr. Siddhartha Sengupta (DIN : 10165139) was inducted as member to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Audit Committee made during the year were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE

As on 31st March, 2024 the Company pursuant to the provisions of Section 178(1) of the Act,read with the Regulation 19 of the Listing Regulations has in place the Nomination & Remuneration Committee comprising of 3 (Three) members. The Committees is chaired by Ms. Gargi Singh (DIN: 08458152). Siddhartha Shankar Roy (DIN: 08458092), Independent Director and Mr. Probir Kumar Chaudhury (DIN : 10041053) are the other members. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

Due to resignation of Mr. Ajay Kumar Chakraborty w.e.f. 30th May, 2023 the composition of the Committee was reconstituted and accordingly Ms. Gargi Singh was elected as Chairperson to the Committee and Mr. Probir Kumar Chaudhury (DIN : 10041053) was inducted as member to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Nomination & Remuneration Committee made during the year were accepted by the Board.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Company has formulated and adopted Remuneration Policy which is reviewed and revised from time to time by the Board of Directors taking any amended clause into consideration in accordance with the provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of Listing Regulations. The Company has also formulated the Criteria of making payment to Non-Executive Directors including Independent Directors, the website link for which has been provided in Corporate Governance Report.

The said Policy of the Company, inter-alia, formulates the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and such other matters as provided under sub-section (3) of Section 178 of the Act.

The policy aims to attract, retain and motivate qualified people at the executive and at the board levels and ensures that the interests of Board members & senior executives are aligned with the business strategy, objectives, values and long-term interests of the Company.

Personnel(s) and Senior Management Personnel(s).The said policy was revised by the Board of Directors in its meeting held on 21st May, 2021 which forms part of the Directors Report and marked as Annexure-''D''.

The policy is also available at the following weblink: https://www.manaksiacoatedmetals.com/pdf/Remuneration-Policy_Manaksia-Coated-Metals-Industries-Limited_29-05-2019.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March, 2024 as required by the provisions of Section 178(5) of the Act, read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members. The Committee is chaired by Mr. Siddhartha Shankar Roy (DIN: 08458092), Independent Director,Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director and Ms. Gargi Singh (DIN : 084858152),Independent Director are the other members. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company''s website at https://www.manaksiacoatedmetals.com/pdf/CSR%20Policy_MCMIL_.pdf

In view of amended provisions in Section 135 of the Companies Act, 2013, the functions to be discharged by CSR Committee as the amount required to be spent by Company does not exceed Rs. 50 Lakhs. The existing functions of CSR Committee will be discharged by the Board of Directors of the Company.

During the year under review, in compliance with the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs, the Company has contributed the eligible amount through implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013. The salient features of the CSR policy along with the Report on CSR activities are given in ''Annexure-E'' to this Directors'' Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, and the Listing Regulations, read with Guidance Note on Board Evaluation of SEBI dated 5th January, 2017, the Nomination & Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the annual evaluation of its own performance, the performance of Board Committee and of Directors individually.

The performance of the Board and individual Directors was evaluated by the Board seeking feedback from all the Directors. The performance of the Committees was evaluated by the Board seeking views from the Committee Members. As per Para VII of Schedule IV of the Act, the Independent Directors of the Company, without the participation of NonIndependent Directors and members of management, in their separate meeting held on 11th August, 2021 have reviewed the performance of:

â¢ Non-Independent Directors and the Board as a whole;

â¢ the Chairman of the Company taking into account the views of Executive Directors and Non Executive Directors;

â¢ assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform their duties.

The review of performance of Non-Independent Directors was done after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas and planning etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members etc. The evaluation of the Chairman of the Company was conducted on various parameters such as leadership, quality, capability, availability, clarity of understanding, governance & compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, its Committees and of individual directors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statements of the Subsidiary Companies, in Form AOC-1 forms part of this Annual Report. During the year under review, the Company does not have any Joint Ventures and Associate Companies.

The details of performance of the Subsidiary Company is as follows:

Foreign Subsidiary:

Manaksia International FZE

There were no revenue during the Financial Year 2023-24. During the year under review, there were no operations in the said Company.

Indian Subsidiary:

JPA Snacks Private Limited

The total revenue of the Company for Financial Year 2023-24 stood at Rs.38.28 Lacs. During the year the Company incurred a net loss of Rs. 40.03 Lacs.

Except as stated hereinabove, the Company does not have joint venture or associate company during the year under review.

MATERIAL SUBSIDIARY COMPANIES

Pursuant to Regulation 16(1)(c) of the Listing Regulations (as amended from time to time), a subsidiary shall be considered as material if its income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. During the year under review, there were no Material Subsidiary according to the net worth threshold of Regulation 16 of the Listing Regulations.Policy for determining Material Subsidiaries is provided at the following weblink: https:// www.manaksiacoatedmetals.com/pdf/Policy-on-Material-Subsidiary_Coated.pdf

FAMILIARIZATION PROGRAMME

In terms of Regulation 25(7) of Listing Regulations your Company is required to conduct Familiarisation Programme for Independent Directors to familiarise them about your Company including nature of industry in which your Company operates, business model of your Company, roles, rights and responsibilities of IDs and any other relevant information. Further, pursuant to Regulation 46 of the Listing Regulations, your Company is required to disseminate on its website, details of familiarisation programme imparted to IDs including the details of

i) number of programmes attended by IDs (during the year and on a cumulative basis till date),

ii) number of hours spent by IDs in such programmes (during the year and on a cumulative basis till date), and

iii) other relevant details.

Accordingly, the details of familiarization programme imparted to the Independent Directors is provided at the following weblink:https://www.manaksiacoatedmetals.com/pdf/Familiarization%20Programme_MCMIL_2023-24.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review in terms of provisions of Chapter V of the Act.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Company''s operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to the financial statements. Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed S K Agrawal and Co., Chartered Accountants LLP, as Internal Auditors of the Company for the Financial Year 2023-24.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems, in this regard, your Board confirms the following:

a. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

b. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

c. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

d. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

e. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Act and Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The policy provides for adequate safeguards against victimization of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy was amended during the year under review and is available on the website of the Company www.manaksiacoatedmetals.com and the weblink thereto is https://www.manaksiacoatedmetals. com/pdf/22_03_16/Whistle_Blower_Policy_Coated_Final_22316.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''the Act'') and Rules under it. Your Company has complied with provisions relating to the constitution of an Internal Complaints Committee under the Act. The Internal Committee (IC) composes of internal members and an external member who has extensive experience in the field.

During the year under review, no case of sexual harassment was reported to the Internal Complaints Committee and there is no case pending as on the closure of the financial year.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Act read with applicable provisions of Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure- ''F''

During the year under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In Compliance with the provisions of the Act and the Listing Regulations the Consolidated Financial Statements of the Company and its subsidiary Company is attached. The Consolidated Financial Statement has been prepared in accordance with the applicable accounting standards issues by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review, neither any application under Corporate Insolvency Resolution Process was initiated nor any pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the period under review, no such settlement took place.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the Endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, government authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable teamwork, professionalism and enthusiastic contribution towards the working of the Company.

Your Directors look forward to the future with hope and conviction.

Place: Kolkata For and on behalf of the Board of Directors

Dated: 7th August, 2024

Sushil Kumar Agrawal Karan Agrawal

(Managing Director) (Whole-Time Director)

(DIN: 00091793) (DIN: 05348309)

Mar 31, 2023

Your Directors are pleased to present the 13th (Thirteenth) Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS: ('' in Lacs
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	65160.61	64773.40	65183.62	64774.48
Profit Before Tax	742.78	1172.94	704.49	1140.57
Add/(Less): Tax Expenses
Current Tax	183.66	253.00	183.66	253.00
Deferred Tax Liabi lity/(Asset)	57.08	23.40	57.08	23.40
Tax for earlier year	0.00	1.70	0.00	1.70
Total tax Expenses	240.74	278.10	240.74	278.10
Profit After Tax	502.04	894.84	935.89	862.48
Other Comprehensive Income	1.05	13.00	124.39	57.31
Total Comprehensive Income for the year	503.09	907.84	1060.27	919.79
Balance brought forward from previous year	2397.26	1522.08	1950.06	1107.24
Surplus/ (Deficit) carried to Balance Sheet	2899.30	2397.26	2885.93	1950.06

OPERATIONS AND BUSINESS PERFORMANCE

The Company was able to sustain the turnover track and its revenue from operations increased substantially from Rs. 64773.40 Lakhs of the previous year to Rs. 65160.61 Lakhs during the year. However, due to several factors marred with the current slowdown in economy, the Company inspite of its best efforts achieve to register profit of Rs. 742.78 Lakhs during the year under report. However, the Company is further improving its performance day-by-day and is expected to show further improvement in its results in coming year.

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

DIVIDEND

The Board of Directors is pleased to recommended a final dividend of Re. 0.03/- per Equity Share (3%) against the face value of Re. 1/- of an equity share of the Company, subject to the approval by the Members of the Company at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to the General Reserve Account.

CAPITAL & DEBT STRUCTURE

The paid-up Equity Share Capital of the Company as at 31st March, 2023 stood at Rs. 655.34 lacs divided into 65534050 equity shares of Re. 1 each. There is no change in the capital structure of the Company during the year under review.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the financial year 2022-23

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the financial year 2022-23.

C) Issue of employee stock options

The Company did not issue employee stock options during the financial year 2022-23.

D) Provisions of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees The Company does not have a scheme for purchase of its own shares by employees or by trustees for the benefit of employees.

E) Issue of Debentures, Bonds, Warrants or any non-convertible securities

The Company did not issue Debentures, Bonds, Warrants or Non-convertible securities during the financial year 2022-23.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Para F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') forms part of the Corporate Governance Report.

DETAILS PERTAINING TO CREDIT RATINGS

Credit rating in terms of Regulation 34(3) read with Para C of Schedule V of the Listing Regulations are given inthe Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Regulation 34(2) read with Para B of Schedule V of the Listing Regulations,on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFFERED TO AS ''ACT'') IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

No such instance took place during the year under review.

DETAILS RELATING TO MATERIAL VARIATIONS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2022-23 and the date of this report.

ANNUAL RETURN

The Annual Return as on 31.03.2023 as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the company and can be accessed at https://www.manaksiacoatedmetals.com/pdf/Annual%20Return_2022-23.pdf

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely, and discloses timely and accurate information regarding the operations and performance of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

5(Five) meetings of the Board of Directors were held during the Financial Year 2022-23. The details of the meetings of the Board of Directors of the Company convened during the Financial Year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report.

Secretarial Standards

The Institute of Company Secretaries of India has issued Secretarial Standardsand all the Secretarial Standards have been approved by the Central Government under Section 118(10) of the Act. Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the company to observe the secretarial standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being inforce), the Directors of the Company state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable Accounting Standards had been followed along with proper explanations relating to material departures, if any;

b) the Directors had adopted such accounting policies and applied them consistently and 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 2022-23 and of the loss of the Company for that period;

d) the annual accounts had been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

Mr. Ajay Kumar Chakraborty (DIN: 00133604), Mr. Siddhartha Shankar Roy (DIN: 08458092) and Ms. Gargi Singh (DIN: 08458152) are Independent Directors on the Board of the Company as on 31st March, 2023.

Mr. Ajay Kumar Chakraborty has resigned from his Directorship with effect from 30th May, 2023.

Upon a favourable recommendation from the Board''s Nomination and Remuneration Committee and after taking consideration of his past knowledge and experience in multiple fields which also proved to be helpful for the Company in his current tenure and on the basis of the performance evaluation done by the Board of Directors, the Board at its meeting held on 29th July, 2023 has proposed re-appointment of Mr. Siddhartha Shankar Roy (DIN: 08458092), as Non-Executive Independent Director of the Company for a second term of 5 (five) years w.e.f 29th May, 2024, subject to the approval of Shareholders at the ensuing Annual General Meeting. Appropriate Resolution, to this effect, are also being proposed at the forthcoming AGM.

Upon a favourable recommendation from the Board''s Nomination and Remuneration Committee and after taking consideration of her past knowledge and experience in multiple fields which also proved to be helpful for the Company in her current tenure and on the basis of the performance evaluation done by the Board of Directors, the Board at its meeting held on 29th July, 2023 has proposed re-appointment of Ms. Gargi Singh (DIN: 08458152), as Non-Executive Independent Director of the Company for a second

term of 5 (five) years w.e.f 29^th May, 2024, subject to the approval of Shareholders at the ensuing Annual General Meeting. Appropriate Resolution, to this effect, are also being proposed at the forthcoming AGM.

Further Mr. Probir Kumar Chaudhury(DIN : 10041053) and Mr. Siddhartha Sengupta (DIN : 10165139) were appointed as Additional Directors in the Board Meeting held on 30^th May, 2023 to be designated as Independent Director subject to approval of shareholders at the ensuing Annual General Meeting.

The Board of Directors of the Company has reviewed the disclosuresof independence submitted by the Independent Directors and isof the opinion that the Independent Directors fulfill the conditionsspecified in the Act and Listing Regulations and are independent ofthe management.

The Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act.Further the Independent Directors have also complied with Codeof Conduct for Directors and Senior Management Personnelformulated by the Company.

COMPLAINCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Sushil Kumar Agrawal (DIN: 00091793) is the Managing Director of the Company since 23rd November, 2014 and his current tenure is upto 22nd November, 2023. Accordingly, pursuant to the recommendation of Nomination & Remuneration Committee and Audit Committee and after taking into consideration expertise, knowledge in respective field which is beneficial to the Company in the long run ,experience, and valuable inputs the Directors provide to the Company, the Board of Directors at its meeting held on 29th July, 2023 has re-evaluated the tenure and has approved the re-appointment of Mr. Sushil Kumar Agrawal as Managing Director of the Company, liable to retire by rotation for another term of 3 (Three) years w.e.f. 23rd November, 2023 subject to approval of shareholders in the ensuing Annual General Meeting.

Mr. Karan Agrawal (DIN : 05348309) is the Wholetime Director of the Company since 17th November, 2014 and his current tenure is upto 16th November, 2023. Accordingly, pursuant to the recommendation of Nomination & Remuneration Committee and Audit Committee and after taking into consideration expertise, knowledge in respective field which is beneficial to the Company in the long run ,experience, and valuable inputs the Directors provide to the Company, the Board of Directors at its meeting held on 29th July, 2023 has re-evaluated the tenure and has approved the re-appointment of Mr. Karan Agrawal as Wholetime Director of the Company, liable to retire by rotation for another term of 3 (Three) years w.e.f. 17th November, 2023 respectively subject to approval of shareholders in the ensuing Annual General Meeting.

In accordance with the provisions of Section 152(6)(c) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Article 87 of the Articles of Association of the Company, Mr. Karan Agrawal (DIN: 05348309), Wholetime Director and Mr. Debasis Banerjee (DIN:08164196), Wholetime DirectorDirector of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers themself for re-appointment.

Mr. Anirudha Agrawal, Non-Executive Director has resigned from the Directorship of the Company due to pre-occupation w.e.f. close of working hours of 5th November, 2022. The Board places on record its deep sense of appreciation for the services rendered by Mr. Agrawal during his tenure as Director and Member of Committee of the Board of Directors of the Company.

Mr. Ajay Kumar Chakraborty, Independent Director has resigned from the Directorship of the Company due to pre-occupation w.e.f. close of working hours of 30th May, 2023. The Board places on record its deep sense of appreciation for the services rendered by Mr. Chakraborty during his tenure as Director and Member of Committees of the Board of Directors of the Company.

Mr. Venkata Srinarayana Addanki (DIN : 10141427) was appointed as an Additional Director in the Board Meeting held on 30th May, 2023 to be designated as Wholetime Director subject to approval of shareholders at the ensuing Annual General Meeting.

Mr. Probir Kumar Chaudhury (DIN : 10041053) was appointed as an Additional Director in the Board Meeting held on 30th May, 2023 to be designated as Independent Director subject to approval of shareholders at the ensuing Annual General Meeting.

Mr. Siddhartha Sengupta (DIN : 10165139) was appointed as an Additional Director in the Board Meeting held on 30th May, 2023 to be designated as Independent Director subject to approval of shareholders at the ensuing Annual General Meeting.

Mr. Sunil Kumar Agrawal, Non-Executive has resigned from the Directorship of the Company due to pre-occupation w.e.f. close of working hours of 29th July, 2023. The Board places on record its deep sense of appreciation for the services rendered by Mr. Agrawal during his tenure as Director and Member of Committees of the Board of Directors of the Company.

Upon a favourable recommendation from the Board''s Nomination and Remuneration Committee and after taking consideration of his past knowledge and experience in multiple fields which also proved to be helpful for the Company in his current tenure and on the basis of the performance evaluation done by the Board of Directors, the Board at its meeting held on 29th July, 2023 has proposed re-appointment of Mr. Siddhartha Shankar Roy (DIN: 08458092), as Non-Executive Independent Director of the Company for a second term of 5 (five) years w.e.f 29thMay, 2024, subject to the approval of Shareholders at the ensuing Annual General Meeting. Appropriate Resolution, to this effect, are also being proposed at the forthcoming AGM.

Mrs. Sailja Gupta Company Secretary & Compliance Officer has resigned from her designation due to personal reasons w.e.f. close of working hours of 31st July, 2022. The Board places on record its deep sense of appreciation for the services rendered by Mrs. Gupta during her tenure as Company Secretary & Compliance Officer of the Company.

Mrs. Shruti Agarwal was appointed as Company Secretary & Compliance Officer in the Board Meeting held on 7th September, 2022. AUDITORS

STATUTORY AUDITORS

Members of the Company at the 9th AGM held on 24th September, 2019, approved appointment of M/s. S. Bhalotia& Associates, Chartered Accountants, (Firm Registration No. 325040E) as Statutory Auditors of the Company, for a term of 5 years to hold the office from the conclusion of 9th AGM till the conclusion of 14th AGM of the Company.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 13th AGM.

M/s. S. Bhalotia& Associates, have confirmed that they are within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of Listing Regulations, M/s. S. Bhalotia & Associates, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Asit Kumar Labh(CP No. 14664) Practising Company Secretary as the Secretarial Auditor, to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the Financial Year ended 31st March, 2023, forms part of the Directors Report and annexed as Annexure-''B''.

The Secretarial Auditors Report of the Company, does not contain any qualification, reservation, adverse remark or disclaimer that may call for any explanation from the Directors.

COST AUDITORS

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. S. Chhaparia&Associates, Cost Accountants as the Cost Auditors of the Company to conduct the audit of cost records for the FY 202324 in accordance with Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, at a remuneration of Rs. 1,00,000/- plus reimbursement of out-of-pocket expenses at actual and applicable taxes. The remuneration to be paid to the Cost Auditor needs to be ratified by the shareholders at the ensuing Annual General Meeting of the Company.

Relevant cost audit report for the year 2021-22 was submitted to the Central Government within stipulated time and was free from any qualification or adverse remarks. The Cost Audit Report for the financial year 2022-32 has been reviewed by the Board of Directors at its meeting held on 29th July, 2023 and the same will be filed with the Central Government within stipulated time. The said report is free from any qualification or adverse remarks.

INTERNAL AUDITORS

The Board of Directors of the Company, on the recommendationsmade by the Audit Committee, has appointed S. K. Agrawal and Co. Chartered Accountants LLP (FRN: 306033E/E300272),Chartered Accountants as Internal Auditors of the Company for the FY 2022-23 in accordance with Section 138 of the Act read with theCompanies (Accounts) Rules, 2014.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act, to the Audit Committee or the Board of Directors during the year under review.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review, your Company has not provided any employee stock option/ purchase scheme.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for approval and Board as applicable. Prior omnibus approval of the Audit Committee is obtained for all the RPTs, which are foreseeable and repetitive and/or entered in the ordinary course of business and are at arm''s length basis.

All related party transactions during the year have been carried out at arms'' length basis in the ordinary course of business.

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT SYSTEM

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination & Remuneration Committee and Stakeholders''Relationship Committee to deal with specific areas/activities that need a closer review and to havean appropriate structure for discharging of its responsibilities.

AUDIT COMMITTEE

As on 31st March, 2023 the Company pursuant to the requirement of the provisions of Section 177 of the Act read with the Regulation 18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four) members. The Committee is chaired by Mr. Ajay Kumar Chakraborty (DIN:00133604), Independent Director, Ms. Gargi Singh (DIN: 08458152), Independent Director, Mr. Siddhartha Shankar Roy (DIN : 08458092), Independent Director and Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director are the other Members. Mr. Rajendra Kumar Lodhi, Chief Executive Officer and Mr. Mahendra Kumar Bang, Chief Financial Officer is a permanent invitee to the Meeting. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

Due to resignation of Mr. Ajay Kumar Chakraborty w.e.f. 30th May, 2023 the committee was reconstituted and accordingly, Mr. Siddhartha Shankar Roy was elected as Chairman to the Committee and Mr. Siddhartha Sengupta (DIN : 10165139) was inducted as member to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the AuditCommittee made during the year were accepted by theBoard.

NOMINATION & REMUNERATION COMMITTEE

As on 31st March, 2023 the Company pursuant to the provisions of Section 178(1) of the Act,read with the Regulation 19 of the Listing Regulations has in place the Nomination & Remuneration Committee comprising of 3 (Three) members. The Committees is chaired by Siddhartha Shankar Roy (DIN: 08458092), Independent Director, Mr. Ajay Kumar Chakraborty (DIN : 00133604), Independent Director, and Ms. Gargi Singh (DIN: 08458152), Independent Director are the other members. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

Due to resignation of Mr. Ajay Kumar Chakraborty w.e.f. 30th May, 2023 the committee was reconstituted and accordingly, Ms. Gargi Singh was elected as Chairperson to the Committee and Mr. Probir Kumar Chaudhury (DIN : 10041053) was inducted as member to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Nomination & Remuneration Committee made during the year were accepted by the Board.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The policy contains detailed criteria for selection and appointment of the Board members and other executive members and also lays down the compensation structure of Non-Executive Directors, Executive Directors, Key Managerial Personnel(s) and Senior Management Personnel(s).The said policy was revised by the Board of Directors in its meeting held on 21st May, 2021 which forms part of the Directors Report and marked as Annexure-''D''.

The policy is also available at the following weblink: https://www.manaksiacoatedmetals.com/pdf/Remuneration-Policy_Manaksia-Coated-Metals-Industries-Limited_29-05-2019.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March 2023 as required by the provisions of Section 178(5) of the Act, read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members. The Committee is chaired by Mr. Siddhartha Shankar Roy (DIN: 08458092), Independent Director,Mr. Sushil Kumar Agrawal (DIN: 00091793),Managing Director and Ms. Gargi Singh (DIN : 084858152),Independent Director are the other members as on 31.03.2023. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company''s website at https:// www.manaksiacoatedmetals.com/pdf/CSR%20Policy_MCMIL_.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The performance of the Board and individual Directors was evaluated by the Board seeking feedback from all the Directors. The performance of the Committees was evaluated by the Board seeking views from the Committee Members. As per Para VII of Schedule IV of the Act, the Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting held on 11th August, 2021have reviewed the performance of:

â¢ Non-Independent Directors and the Board as a whole;

â¢ the Chairman of the Company taking into account the views of Executive Directors and Non Executive Directors;

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, its Committees and of individual directors.

SUBSIDIARIES, JOINT VENTURES AN D ASSOCIATE COMPANIES

The details of performance of the Subsidiary Company is as follows:

Foreign Subsidiary:

Manaksia International FZE

There were no revenue during the Financial Year 2022-23. During the year under review, there were no operations in the said Company.

Indian Subsidiary:

JPA Snacks Private Limited

The total revenue of the Company for Financial Year 2022-23 stood at Rs.50.96 Lacs. During the year the Company incurred a net loss of Rs. 433.85 Lacs.

Except as stated hereinabove, the Company does not have joint venture or associate company during the year under review. MATERIAL SUBSIDIARY COMPANIES

Pursuant to Regulation 16(1)(c) of the Listing Regulations (as amended from time to time), a subsidiary shall be considered as material if its income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. During the year under review, there were no Material Subsidiary according to the net worth threshold of Regulation 16 of the Listing Regulations.Policy for determining Material Subsidiaries is provided at the following weblink: https://www.manaksiacoatedmetals.com/pdf/Policy-on-Material-Subsidiary_Coated.pdf

FAMILIARIZATION PROGRAMME

i) number of programmes attended by IDs (during the year and on a cumulative basis till date),

ii) number of hours spent by IDs in such programmes (during the year and on a cumulative basis till date), and

iii) other relevant details.

Accordingly, the details of familiarization programme imparted to the Independent Directors is provided at the following weblink:htfps./ /www.manaksiacoatedmetals.com/pdf/Familiarization%20Programme_MCMIL_2022-23.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review in terms of provisions of Chapter V of the Act.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Company''s operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to the financial statements. Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed S K Agrawal and Co. Chartered Accountants LLP, as Internal Auditors of the Company for the Financial Year2022-23.

d. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

e. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Act and Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The policy provides for adequate safeguards against victimization of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy was amended during the year under review and is available on the website of the Company www.manaksiacoatedmetals.comand the weblink thereto is https:// www.manaksiacoatedmetals.com/pdf/22_03_16/Whistle_Blower_Policy_Coated_Final_22316.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

During the year under review, no case of sexual harassment was reported to the Internal Complaints Committee.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

CONSOLIDATED FINANCIAL STATEMENTS

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, M/s. Korea Trader Insurance Corporation case has been resolved.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the period under review, no such settlement took place.

ACKNOWLEDGEMENT

Your Directors look forward to the future with hope and conviction.

Place: Kolkata For and on behalf of the Board of Directors

Dated: 29th July, 2023

Sushil Kumar Agrawal Karan Agrawal

(Managing Director) (Whole-Time Director)

(DIN:00091793) (DIN:05348309)

Mar 31, 2018

Directors'' Report for the Financial Year 2017-18 Dear Members,

The Directors are pleased to present the 8th (Eighth) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars	STANDALONE CONSOLIDATED
Particulars	2017-18	2016-17	2017-18	2016-17
Total Revenue Profit Before Tax Less: Provisions for Taxation Profit After Tax Other Comprehensive Income Total Comprehensive Income for the year Balance brought forward from previous year Surplus/ (Deficit) carried to Balance Sheet	23,856.16	28,164.68	26,249.33	29,581.98
	482.77	261.19	402.89	298.02
	204.61	232.76	204.61	232.76
	278.16	28.43	198.28	65.26
	(3.13)	(1.01)	(3.13)	(1.01)
	275.03	27.42	195.15	64.25
	83.69	55.26	113.32	51.67
	361.85	83.69	299.33	113.32

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to Management Discussion and Analysis Report'' which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

DIVIDEND

To conserve the resources of the Company for future growth and business diversification, the Board of Directors have not recommended any dividend for the Financial Year 2017-18.

TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to the General Reserve Account.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March, 2018 stood at Rs. 655.34 lacs.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Para F of Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

The details of operation and business performance of the Company has been elaborated in the ''Management Discussion and Analysis Report'', forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Para B of Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFFERED TO AS "ACT") IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

No such instance took place during the year under review.

DETAILS RELATING TO MATERIAL VARIATIONS

There are no material changes and commitments affecting the financial position of the Company.

TRANSITION TO INDIAN ACCOUNTING STANDARDS

The Indian Accounting Standard (Ind AS) has been applicable to the Company for the first time during the Financial Year 2017-18 and accordingly, with effect from 1st April 2017, your Company was required to align its accounting policies and disclosures in accordance with the Ind AS. Necessary adjustments in the previous year figures and in the format of presentation in compliance with the requirement of Ind AS have been made in the accounts.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on 31st March, 2018 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directors'' Report and marked as Annexure - "A".

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely, and discloses timely and accurate information regarding the operations and performance of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of number of meetings of Board of Directors held during the year have been provided in the Corporate Governance Report forming part of this Directors'' Report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on ''Meeting of the Board of Directors'' and Secretarial Standard - 2 (SS-2) on ''General Meeting'' and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Companies Act, 2013. Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, it is mandatory for the company to observe the secretarial standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost Auditors, Secretarial Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Control were adequate and effective during Financial Year 2017-18.

Accordingly, pursuant to Section 134(5)(c) and 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

b) the Directors had adopted such accounting policies and applied them consistently and 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 2017-18 and of the loss of the Company for that period;

d) the annual accounts had been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has appointed Mr. Ajay Kumar Chakraborty (DIN: 00133604), Dr. Kali Kumar Chaudhuri (DIN: 00206157) and Mrs. Smita Khaitan (DIN: 01116869) as Independent Director of the Company for a fixed term of 5 (Five) years in the Extra Ordinary General Meeting of the Company held on 17th November, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has appointed Mr Ajay Kumar Chakraborty (DIN: 00133604), Dr Kali Kumar Chaudhuri (DIN:00206157) and Mrs. Smita Khaitan (DIN:01116869) as Independent Directors of the Company for a fixed term of 5 (Five) years in the Extra Ordinary General Meeting of the Company held on 17th November, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Act and Article 87 of the Articles of Association of the Company, Mr. Anirudha Agrawal (DIN: 06537905) Whole-time Director of the Company and Mr. Mahabir Prasad Agrawal (DIN: 00524341), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review Ms. Sailja Gupta has been appointed as the Company Secretary of the Company w.e.f. 18th May, 2017.

The brief resume/profile of the Directors recommended by the Board for appointment/re-appointment have been provided in the Notice convening the 8th (Eighth) AGM.

STATUTORY AUDITORS & AUDITORS'' REPORT

M/s S.K. Agrawal & Co., Chartered Accountants, (Firm Registration No. 306033E), had been appointed as statutory auditors of the Company at the 4th AGM held on 10th September, 2014, to hold office from the conclusion of 4th AGM until the conclusion of 9th Annual General Meeting, on such remuneration as may be fixed by the Board subject to ratification by the Shareholders in the forthcoming AGM, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The First Proviso of the Section 139(1) of the Companies Act, 2013 has been omitted pursuant to the Companies (Amendment) Act, 2017 and therefore the requirement of placing the matter relating to appointment of auditor for ratification by members at every Annual General Meeting has been done away. As authorized by the shareholders at the 4th AGM, the Board of Directors on the recommendation of the Audit Committee has approved the remuneration payable to M/s. S. K. Agrawal & Co., Chartered Accountants, for the Financial Year 2018-19.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Vinod Kothari & Company, Practising Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2017-18.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the Financial Year ended 31st March, 2018, forms part of the Directors Report and annexed as Annexure -"C".

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances.

The Secretarial Audit Report of the Company, does not contain any observations (including any qualification, reservation, adverse remark or disclaimer) that may call for any explanation from the Directors.

COST AUDITORS

Pursuant to the requirement of Section 148 of the Companies Act, 2013, the provisions of cost audit is applicable on your Company for manufacturing items covered under Rule 3 of Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of your Company on the recommendation of Audit Committee has appointed M/s B. Mukhopadhyay & Co., Cost Accountant as the Cost Auditors of the Company for the Financial Year ended 2017-18. As required under Companies Act, 2013 the remuneration payable to the Cost Auditor was ratified by the shareholders in the AGM held on 22nd September, 2017.

The due date for filing the Cost Audit Report for Financial Year 2017-18 is 27th September, 2018 and the Cost Auditors are expected to file the Report with the Central Government within the said period.

The Board pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records & Audit) Rules, 2014 has re-appointed M/s B. Mukhopadhyay & Co., Cost Accountants, B-20, Amarabati, Sodepur, Kolkata-700 110, as the Cost Auditors of the Company for the Financial Year 2018-19 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors is included at Item No. 8 of the Notice Convening the AGM.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143 (12) of the Act, to the Audit Committee or the Board of Directors during the year under review.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review, your Company has not provided any employee stock option / purchase scheme.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed under Note No. 4 & 11 in the financial statements.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arm''s length basis and in the ordinary course of business and were reviewed by the Audit Committee of the Board of Directors, therefore, the provisions of Section 188(1) read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company which may have a potential conflict with the interest of the Company at large. Since all related party transactions entered into by your Company were in the ordinary course of business and were on an arm''s length basis. Thus, disclosure in Form AOC-2 is not required.

All Related Parties Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of un-foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company''s policy of Materiality of Related Party Transactions.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company''s website www.manaksia.com and the weblink thereto http://www.manaksia.com/corp_policy_coated.php.

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by co-ordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realisation of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/measures have been formulated.

AUDIT COMMITTEE

The Company pursuant to the requirement of the provisions of Section 177 of the Act read with the Regulation 18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four) members, Mr. Ajay Kumar Chakraborty (DIN: 00133604)- Independent Director (Chairman), Dr. Kali Kumar Chaudhuri (DIN: 00206157)- Independent Director, Mr. Sushil Kumar Agrawal (DIN: 00091793) - Managing Director and Mrs. Smita Khaitan (DIN: 01116869) - Independent Director.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no such instances where in the Board had not accepted recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the provisions of Section 178(1) of the Act, read with the Regulation 19 of the Listing Regulations has in place the Nomination & Remuneration Committee comprising of 4 (Four) members, Dr. Kali Kumar Chaudhuri (DIN: 00206157) - Independent Director (Chairman), Mr. Ajay Kumar Chakraborty (DIN: 00133604) - Independent Director, Mrs. Smita Khaitan (DIN: 01116869) - Independent Director and Mr. Sunil Kumar Agrawal (DIN: 00091784) - Non-Executive Director.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of Listing Regulations, upon recommendation of Nomination & Remuneration Committee has devised a policy on Remuneration of Directors and Key Managerial Personnel and other employees. The said policy forms part of the Directors Report and marked as Annexure - "E".

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Act, read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members, Dr. Kali Kumar Chaudhuri (DIN: 00206157)- Independent Director (Chairman), Mr. Sushil Kumar Agrawal (DIN: 00091793) - Managing Director and Mr. Sunil Kumar Agrawal (DIN: 00091784) - Non-Executive Director.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Guidance Note on Board Evaluation of SEBI dated 5th January, 2017, the Nomination & Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the annual evaluation of its own performance, the performance of Board Committee and of Directors individually.

As per Para VII of Schedule IV of the Act, the Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting held on 19th May, 2017 have reviewed the performance of:

- Non-Independent Directors and the Board as a whole;

- the Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.

- assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform their duties.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, its Committees and of individual directors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statements of the Subsidiary Company, Joint Ventures and Associate Companies in Form AOC-1 forms part of this Annual Report.

The details of performance of the Subsidiary Company is as follows:

Foreign Subsidiary:

Manaksia International FZE

The total revenue of the Company for Financial Year 2017-18 stood at AED 126.45 Lacs (equivalent to Rs. 2269.26 Lacs). During the year the Company incurred a net profit of AED 4.88 Lacs (equivalent to Rs.85.67 Lacs).

Indian Subsidiary:

JPA Snacks Private Limited

The total revenue of the Company for Financial Year 2017-18 stood at Rs.147.09. Lacs. During the year the Company incurred a net loss of Rs.165.55 Lacs.

Except as stated hereinabove, the Company does not have joint venture or associate company during the year under review.

MATERIAL SUBSIDIARY COMPANIES

A subsidiary shall be considered as material if its income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Policy for determining Material Subsidiaries is provided at the website of the Company http://www.manaksia.com and the weblink thereto is http://www.manaksia.com/pdf/Policy-on-Material-Subsidiary_Coated.pdf

FAMILIARIZATION PROGRAMME

Familiarization programme undertaken for Independent Directors is provided at the website of the Company http://www. manaksia.com and the weblink thereto is http://www.manaksia.com/pdf/Details-of-Familiarisation-Program-imparted-to-IDs-Coated.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review in terms of provisions of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Company''s operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to the financial statements. Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditors of the Company.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems. In this regard, your Board confirms the following:

d. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

e. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

There has been no such case filed/pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In Compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 the Consolidated Financial Statements of the Company and its subsidiary Company is attached. The Consolidated Financial Statement has been prepared in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Sushil Kumar Agrawal Karan Agrawal

Place: Kolkata (Managing Director) (Whole-time Director)

Dated: 30th May, 2018 (DIN: 00091793) (DIN: 05348309)

Mar 31, 2016

DIRECTORSâ REPORT FOR THE FINANCIAL YEAR 2015-16

Dear Shareholders,

The Directors are pleased to present the Sixth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2016.

FINANCIAL RESULTS: (Rs, in Lacs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2015-16	2014-15	2015-16	2014-15
Total Revenue	22835.00	21778.67	22907.53	-
Profit Before Tax (PBT)	256.62	(1074.33)	253.03	-
Less: Provisions for Taxation	(35.08)	(337.07)	(35.08)	-
Net Profit/(Loss) After Tax (PAT)	291.70	(737.26)	288.11	-
Balance brought forward from previous year	(639.03)	98.23	(639.03)	-
Surplus/(Deficit) carried to Balance Sheet	(347.33)	(639.03)	(350.92)	-

STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK

Kindly refer to âManagement Discussion and Analysis Reportâ which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year 2015-16.

DIVIDEND

Your Directors has not recommended any dividend for the financial year 2015-16.

TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to the General Reserve Account.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31^st March, 2016 stood at Rs, 655.34 lacs. During the year under review, the Company has not issued any further shares.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion and Analysis Report, which forms part of the Directorsâ Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Para B of Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

Since no prospectus or letter of offer has been issued during last 5 (Five) years, there is no question of material variation.

There are no material changes and commitments affecting the financial position of the Company during the year under review.

EXTRACT OF ANN UAL RETURN

The extract of Annual Return as on 31^st March, 2016 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directorsâ Report and marked as Annexure - âAâ

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure - âBâ

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of numbers of meeting of Board held during the year under review forms part of the Corporate Governance Report. DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

b) that the Directors had adopted such accounting policies and applied them consistently and made judgments 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 2015-16 and of the Profit of the Company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Company has appointed Mr Ajay Kumar Chakraborty (DIN: 00133604), Dr Kali Kumar Chaudhuri (DIN: 00206157) and Mrs Smita Khaitan (DIN: 01116869) as Independent Director of the Company for a fixed term of 5 (Five) years in the Extra Ordinary General Meeting of the Company held on 17^th November, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article 87 of the Articles of Association of the Company, Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review Mr Srinivas Kumar Venkata Nanduri (DIN: 0647125), Whole-time director of the Company has resigned from the post w.e.f 30^th May, 2015. The Board places on record its appreciation for the valuable contribution made to the Company by him during his association with the Company.

Ms Vividha Salampuria, Company Secretary and Compliance Officer of the Company has resigned from the post w.e.f 1^st January, 2016 and Ms Ritu Agarwal has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 10^th February, 2016.

The brief Resume/Profile of the Directors recommended by the Board for appointment/re-appointment forms part of Notice convening the 6th Annual General Meeting.

STATUTORY AUDITORS & AUDITORSâ REPORT

Messers S K Agrawal & Company, Chartered Accountants, (Firm Registration No. 306033E), had been appointed as statutory auditors of the Company at the 4th Annual General Meeting held on 10th September, 2014, to hold office from the conclusion of 4th Annual General Meeting till the conclusion of 9^th Annual General Meeting, on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Section 139(1) of the Companies Act, 2013, the Board recommends such appointment of M/s. S K Agrawal & Company for ratification by the members in the ensuing Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditorâs Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Vinod Kothari & Company, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2015-16.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the secretarial auditor for the Financial Year ended 31^st March, 2016, forms part of the Directors Report and annexed as âAnnexure - Câ.

With respect to the observation mentioned by Secretarial Auditors in MR-3 the members are hereby informed that the Board of Directors of the Company at its meeting held on 16 th May, 2016 have approved the '' Policy for Determining Material Subsidiaries and the same is also provided at the we blink: http://www.manaksia.com/corp_policy_coated.php.

COST AUDITORS

Pursuant to the requirement of Section 148 of the Companies Act, 2013 the cost audit is applicable on your Company for manufacturing items covered under Rule 3 of Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of your Company on the recommendation of Audit Committee has appointed M/s B Mukhopadhyay & Company, Cost Accountant as Cost Auditors of the Company for the Financial Year ended 2015-16. As required under Companies Act, 2013 the remuneration payable to the Cost Auditor was ratified by the shareholders in the Annual General Meeting held on 24^th September, 2015.

The due date for filing the Cost Audit Reports for Financial year 2015-16 is 27^th September, 2016 and the Cost Auditors are expected to file the reports with the Central Government within the staid period.

The Board, pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records & Audit) Rules 2014 has re-appointed M/s B Mukhopadhyay & Co, Cost Accountants, B-20, Amarabati, Sodepur, Kolkata- 700 110, as the Cost Auditors of the Company for the Financial Year 2016-17 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors is included at Item No 8 of the Notice Convening the Annual General Meeting.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has formed a wholly owned subsidiary named Manaksia International FZE in Hamariyah Free Trade Zone, Dubai. During the year under review the Company has made an investment in the equity shares of Manaksia International FZE of Rs, 8,69,000/-.

The Company has not given any loan, or given any guarantee as stipulated under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2015-16.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on armâs length basis and in the ordinary course of business and were reviewed by the Audit Committee and that the provisions of Section 188(1) read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Further there are no materially significant related party transactions during the year under review made by the Company which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

All Related Party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of un-foreseen in nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Companyâs policy of Materiality of Related Party Transactions.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Companyâs website www.manaksia.com and the weblink thereto http://www.manaksia.com/corp_policy_coated.php.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo forms part of this Directors Report and marked as Annexure -âDâ.

RISK MANAGEMENT SYSTEM

AUDIT COMMITTEE

The Company pursuant to the requirement of the provisions of Section 177 of the Companies Act, 2013 read with the Regulation 18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four) members, Mr. Ajay Kumar Chakraborty (DIN: 00133604) - Independent Director (Chairman), Dr. Kali Kumar Chaudhuri (DIN: 00206157) - Independent Director, Mr. Sushil Kumar Agrawal (DIN: 00091793) - Executive Director and Mrs. Smita Khaitan (DIN: 01116869) - Independent Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

There were no such instances where in the Board had not accepted recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the requirement of provisions of Section 178(1) of the Companies Act, 2013 read with the Regulation 19 of the Listing Regulations has in place the Nomination & Remuneration Committee comprising of 4 (Four) members, Dr Kali Kumar Chaudhuri (DIN: 00206157)- Independent Director (Chairman) Mr. Ajay Kumar Chakraborty (DIN: 00133604)- Independent Director Mrs. Smita Khaitan DIN: 01116869)- Independent Director and Mr. Sunil Kumar Agrawal (DIN: 00091784)- Non-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Para A of Part D of Schedule II upon recommendation of Nomination & Remuneration committee has devised a policy on Remuneration of Directors and Key Managerial Personnel and other employees. The said policy forms part of the Directors Report and marked asâ Annexure - âEâ.

The Board of Directors of the Company pursuant to the requirement of provisions of the Companies Act, 2013 and Listing Regulations and on recommendation of Nomination & Remuneration Committee formed a questionnaire laying down several question dealing with several aspect of evaluation of performance of the individual directors, committees of board and the board itself which inter-alia includes appropriate assistance in implementing corporate governance practices, participating actively in collective decision making, analyzing the options for action and working towards consensus, their specific roles and responsibilities to be fulfilled as an independent director.

Familiarization programme undertaken for Independent Directors is provided at the following we blink: http://www.manaksia.com/management-team-coated-metals.php

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations the Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members, Dr. Kali Kumar Chaudhuri (DIN: 00206157) - Independent Director (Chairman), Mr. Sushil Kumar Agrawal (DIN: 00091793)- Executive Director and Mr. Sunil Kumar Agrawal (DIN: 00091784) - Non-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Nomination & Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out evaluation of its own performance, the performance of Board Committee and of Directors individually.

The Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, in their separate meeting have reviewed the performance of Non-Independent Directors and the Board as a whole and also the performance of the Chairman of the Company taking into account the views of executive directors and non executive directors. The Independent Directors further assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform their duties. The review of performance of Non-Independent Directors was done, after discussing with them on various parameters such as skill, competence, experience, degree of engagement, ideas & planning etc. The Board performance was reviewed on various parameters such as adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members etc. The evaluation of the Chairman of the Company was conducted on various parameters such as leadership quality, capability, availability, clarity of understanding, governance & Compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, itâs Committees and of individual directors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the Company has formed Manaksia International FZE as its wholly owned subsidiary at Hamariyah Freezone, United Arab Emirates.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statements of the Subsidiary Company, Joint Ventures and Associate Companies in Form AOC-1 forms part of this Annual Report.

The details of performance of the Subsidiary Company is as follows:

Manaksia International FZE

The total revenue of the company for financial year 2016 stood at AED 4.02 Lacs (equivalent to Rs, 72.53 Lacs . During the year the company incurred a net loss of AED 0.20 Lacs (equivalent to Rs, 3.59 Lacs).

Except as stated hereinabove, the Company does not have joint venture or associate company during the year under review. MATERIAL SUBSIDIARY COMPANIES

A subsidiary shall be considered as material if its income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. The Company has in place a policy for determining Material Subsidiary. The Company does not have any material subsidiary during the year under review.

Policy for determining Material Subsidiaries is provided at the following we blink: http://www.manaksia.com/corp_policy_ coated.php.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2015-16 in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Companyâs operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditor of the Company.

The Audit Committee reviews the report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems. In this regard, your Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordance with managementâs general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with managementâs general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companyâs policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 and the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal-practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Companyâs website_www.manaksia.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT 2013

There has been no such case pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure - âFâ.

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In Compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the Consolidated Financial Statement of the Company and its subsidiary Company is attached. The Consolidated Financial Statement has been prepared in accordance with the applicable accounting standards issues by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiary Company.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavor of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Sushil Kumar Agrawal Karan Agrawal

Place: Kolkata (Managing Director) (Whole-time Director)

Date: 16.05.2016 (DIN: 00091793) (DIN: 05348309)

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2014-15 2013-14

Total Revenue 21778.67 16813.99

Profit Before Tax (1074.33) 221.97

Less: Provisions for Taxation (337.07) 121.27

Net Profit (737.26) 100.70

Balance brought forward from previous year 98.23 (2.47)

Total Amount available for appropriation (639.03) 98.23

Appropriations:

Dividend on Equity Shares - -

Surplus Carried to Balance Sheet (639.03) 98.23

Total (639.03) 98.23

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company was the wholly-owned subsidiary of Manaksia Limited. Pursuant to Scheme of Arrangement as sanctioned by the Humble Calcutta High Court, the Coated Metal undertaking and Mosquito Coil undertaking of Manaksia Limited has been transferred to Manaksia Coated Metals & Industries Limited on a going concern basis. The Company is currently carrying on the Coated Metal and Mosquito Coil business. Business of your Company mainly consists of Color Coated (Pre-painted) Steel and Aluminum Sheets and Coils and Household Products as Domestic Insecticides in the form of Mosquito Repellent Coils and Vaporizers.

The demand for mosquito repellent coils is understood to be growing fast in the rural areas, whereas in urban areas the vaporizers and aerosols are replacing coils. In the rural markets, the dominant products are again coils. The recent introduction of Low Smoke Coils, popularly known as Black Coils has been gaining momentum in 2014 and it has created a niche segment of almost 12% of total market.

During the year under review your Company, to explore the opportunities to grow, has considered and approved diversification into new business relating to agric products/forest products, commercial, natural and man-made fares, yarns and textiles of all kinds.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2014-15.

DIVIDEND

Since your Company has incurred loss the Board of Directors of your Company have not recommended any dividend for the financial year 2014-15.

TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to the General Reserve Account.

SCHEME OF ARRANGEMENT

The Honbl'e Calcutta High Court vide its Order dated 24th March, 2014 has sanctioned the Scheme of Arrangement under the provisions of Section 391 to 394 of the Companies Act, 1956 for demerger of Coated Metal & Mosquito Coil Undertaking of Manaksia Limited into Manaksia Coated Metals & Industries Limited on a going Concern basis. The carted copy of the Order sanctioning the Scheme was received on 19th November, 2014 and the Company has duly fled the said Order with the Registrar of Companies, West Bengal, on 23rd November, 2014. The Scheme has become effective on and from the date of fling with the Registrar of Companies. Upon the Scheme being effective, the Company had made application to National Stock Exchange of India Limited and BSE Limited for listing of its equity shares. Accordingly, the shares of the Company got listed on both the Stock Exchanges on 30th March, 2015.

SHARE CAPITAL

The Company pursuant to the Scheme of Arrangement as sanctioned by the Hon'ble Calcutta High Court vide its Order dated 24th March, 2014 has issued and allotted to the shareholder of Manaksia Limited, one share of Re 1/- each of the Company, for every one share of Rs 2/- each held by them in Manaksia Limited. The paid-up Equity Share Capital of the Company as at 31st March, 2015 stood at Rs. 655.34 lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Clause 5A I and 5A II of the Listing Agreement forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion And Analysis Report, which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

During the year under review there is no material variations as no prospectus or letter of offer has been issued.

MATERIAL CHANGES AND COMMITIMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no such material changes and commitiments affecting the financial position of the company.

EXTRACT OF ANNUAL RETRUN

The extract of Annual Return as on 31st March, 2015 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directors' Report and marked as Annexure - "A".

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure -"B".

NUMBER OF MEETINGS OF THE BOARD

The details of numbers of meeting of Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors of your Company, hereby confirm, pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, in respect of financial year under review :

a) That in the preparation of the annual accounts for the year ended 31st March, 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanations relating to material departures, if any;

b) That the Directors have adopted such accounting policies and have applied them consistently and have made judgments and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2014-15 and of the loss of the Company for the year ended 31st March, 2015;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

During the year under review, the Company at its Extra-ordinary General Meeting held on 17th November 2014 appointed Mr. Ajay Kumar Chakraborty, Mrs. Smita Khaitan and Dr. Kali Kumar Chaudhuri, as Independent Directors of the Company for a period of 5 (Five) years and shall hold once up to the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Artless of Association of the Company, Mr. Sunil Kumar Agawam, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointiment.

During the year under review, the Company has appointed following persons as Key Managerial Personnel of the Company :

Sl. No. Name of the Person Designation

1 Mr.Sushil Kumar Agrawal Managing Director

2 Ms.Vividha Salampuria Company Secretary

3 Mr Bharat Begwani Chief Financial Ofcer

4 Mr.Anirudha Agrawal Whole-Time Director

5 Mr.Karan Agrawal Whole-Time Diretcor

6 Mr.Srinivas Kumar Venkata Nanduri Whole-Time Director

The Board has changed the terms of appointiment of Mr. Sushil Kumar Agrawal by changing his designation from Non-Executive Director to Managing Director of the Company in its meeting held on 23rd November, 2014, for a period of 3 years subject to the approval of shareholders in the ensuing Annual General Meeting of the Company.

Apart from receiving managerial remuneration the Managing Director and Whole-time Directors of the Company are not nettled to any remuneration.

The brief Resume/Profile of the Directors recommended by the Board for appointiment/re-appointiment forms part of the Notec convening the Fifth Annual General Meeting.

STATUTORY AUDITORS & AUDITORS' REPORT

At the 4th Annual General Meeting held on 10th September, 2014 the members approved appointiment of Messer S. K. Agrawal & Co., Chartered Accountants, (Registration No. 306033E) to hold ofce from the conclusion of the 4th Annual General Meeting untl the conclusion of the 9th Annual General Meeting, (subject to ratification of the appointiment by the members, at every Annual General Meeting held afar the 4th Annual General Meeting) on such remuneration as may be fixed by the Shareholders, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Section 139 of the Act, members are requested to ratfy the appointiment of the Auditors to hold once from the conclusion of the 5th Annual General Meeting tll the conclusion of the 6th Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor's Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointiment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Vinod Kothari & Company, Prating Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2014-15.

The Secretarial Audit Report for the Financial Year ended 31st March, 2015, forms part of the Directors Report and annexed as Annexure - "C".

The Secretarial Auditors Report addressed to the shareholders of the Company, does not contain any qualification.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 and the relevant rules made there under are not applicable to your Company.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the year under review.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, made any investiment or given any guarantee as stipulated under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2014-15.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parts for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors or Key Managerial Personnel or other Designated persons which may have a potential confect with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company's website at the link www.manaksia.com and the we blink thereto is htp://www.manaksia.com/corp_policy_coated.php.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details required pursuant to the provisions of Sexton 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this Directors Report and marked as Annexure -"D".

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by co-ordinate efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realizations of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actins. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its megaton process/measures have been formulated.

AUDIT COMMITTEE

The Company pursuant to the requirement of the provisions of Sexton 177 of the Companies Act, 2013 read with the provisions of Clause 49 of the Listening Agreement has constituted Audit Committee comprising of 4 (Four) Directors. Mr. Ajay Kumar Chakraborty - Independent Director (Chairman), Dr. Kali Kumar Chaudhuri - Independent Director, Mr. Sushil Kumar Agrawal - Executive Director and Mrs. Smita Khaitan - Independent Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report. The Board has accepted all the recommendations made by the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

As required by the provisions of Section 178(1) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listening Agreement the Company has consttuted the Nomination & Remuneration Committee comprising of 4 (Four) Directors. Mr. Ajay Kumar Chakraborty - Independent Director (Chairman), Dr Kali Kumar Chaudhuri - Independent Director, Mrs. Smita Khaitan - Independent Director and Mr. Sunil Kumar Agrawal - Non-Executve Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listening Agreement and upon recommendation of Nomination & Remuneration Committee has devised a policy on Remuneration of Directors and Key Managerial Personnel. The said policy forms part of the Directors Report and marked as Annexure - "E".

The Company got listed on 30th March, 2015 and is in the process of finalization of criteria for evaluation of performance of all the Directors based on the recommendation of Nomination & Remuneration Committee.

Familiarization programmed undertaken for Independent Directors is provided at the following we blink www.manaksia.com/management -team-coated-industries.php.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listening Agreement the Company has constituted the Stakeholders Relationship Committee comprising of 3 (Three) Directors. Dr. Kali Kumar Chaudhuri - Independent Director (Chairman), Mr. Sushil Kumar Agrawal - Executive Director and Mr. Sunil Kumar Agrawal - Non-Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company got listed at National Stock Exchange of India Limited and BSE Limited on 30th March, 2015, therefore, provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

BOARD EVALUATION

Pursuant to requirement of the provisions of Companies Act, 2013 and Clause 49 of the Listening Agreement, the Company is in the process of the preparation of criteria for evaluation of the Executive Directors, Non-Executive Directors, Board as a Whole and the Committees of the Board, keeping in mind various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duets, obligations and governance.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditor of the Company.

The Audit Committee reviews the report submitted by the Internal Auditors. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems with regard to

1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate Acton is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listening Agreement, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company's website www.manaksia.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

There has been no such case fled/pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointiment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure - "F".

During the period under review, no employee of the Company drew remunerator in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointiment and Remuneration of Manageria Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CREDIT RATING

The Company was awarded 'A' rating by CARE for its long term loans, 'A1' (A ONE) rating by CARE for short term loans and commercial paper and 'A' rating by ICRA for long term loans and 'A1' (A ONE) rating by ICRA for short term loans and commercial paper, which represent high security for timely payment of loans and carrying very low credit risk. The Company's financial discipline and prudence are rejected from the good Credit ratings by leading agencies.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the Endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Government Authorizes, 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, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction. (As required under Clause 49 of the Listening Agreement entered into with the Stock Exchange/s)

For and on behalf of the Board of Directors

Ajay Kumar Chakraborty

Place : Kolkata Chairman

Date : 3rd August, 2015 DIN : 00133604

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