To the Members
The Directors have pleasure in presenting before you the 49th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2015.
ACTIVITY & PERFORMANCE
The principal activity of the company continues to be manufacture and marketing of foamand other related products.
Financial Summary or highlights/performance of the company
|Particulars ||Financial year ended March 31 2015 Rs in Lakhs ||Financial year ended March 31 2014 Rs in Lakhs |
|Revenue from Operations ||1779.42 ||1787.39 |
|Operating Expenditure ||1691.12 ||1803.70 |
|Earnings Before Interest Tax Depreciation & Amortization(EBITDA) ||88.30 ||-16.31 |
|Other income (net) ||10.72 ||5.22 |
|Finance costs ||67.20 ||61.44 |
|Depreciation & amortization expense ||7.94 ||12.95 |
|Profit for the year after tax ||23.88 ||-85.48 |
|Balance brought from previous year ||-82.10 ||2.89 |
|Amount available for appropriation ||-58.16 ||-82.10 |
|Adjustment relating to fixed assets ||5.81 ||- |
|Provision for taxation ||- ||- |
|Amount transferred to General reserve ||-63.97 ||-82.10 |
|Dividend ||- ||- |
|Balance carried to balance sheet ||-63.97 ||-82.10 |
|The position of reserves is as under: || || |
|General Reserve ||-63.97 ||-82.10 |
OPERATIONS & PERFORMANCE
Then Companys turnover for the year ended 31st March 2015 remained thesame as in previous year. However the company was able to prune the costs substantiallyand thus was able to achieve a profit for the year as compared to loss in the previousyear.
The company is in the process of getting into export business and in this connection isin advanced stages of discussion with a super market chain in U.S.
On the basis of the present profit position the company is unable to declare dividendto its shareholders. However your directors hope that in the coming years as thecompanys profitability improves suitable dividend would be considered.
At the close of the year the matured deposit of Rs. 17000/- remain unclaimed. YourDirectors are taking steps to deal with the same in accordance with the provisions ofCompanies Act 2013.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 toBombay Stock Exchange where the Companys Shares are listed.
DEMATERIALISATION OF SHARES:
40% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2015 and balance 60% is in physical form. The Companys Registrars are M/sCAMEO CORPORATE SERVICES LIMITED having their registered office at "SubramanianBuilding" No. 1 Club House Road Chennai - 600002.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period ;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls that are adequate and were operatingeffectively.
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
Based on the internal financial controls and compliance systems established andmaintained by the company work performed by the internal statutory and secretarialauditors and reviews performed by the management the Board is of the opinion that thecompanys internal financial controls were adequate and effective during thefinancial year 2014-15.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
During the year the company has not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the company on materiality of related party transactions. Refer Note No. 22.8 tothe financial statement which sets out related party disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr.Jacob Mammen (DIN 00078010) Director of the company retires by rotation and iseligible for reappointment. Dr.Karun Philip (DIN: 01091468) Director of the companyretires by rotation and is eligible for reappointment.
Mrs. Susan Kurian (DIN:00349062) who had been co-opted as Additional Director retiresat the ensuing Annual General Meeting. She being eligible offers her candidature to bereappointed as Independent Director of the Company for a term of 5 (five) consecutiveyears with effect from the date of the ensuing Annual General Meeting and that she shallnot be liable to retire by rotation. Further as she satisfies the condition laid downunder the Act for being treated as independent women director. Company proposes to treather as independent director not liable for retirement by rotation for a period of fiveyears.
Mr. Kandathil Ashok Kuriyan (DIN: 00081374) who is already a Non - Executive Directorof the Company satisfies the criteria for Independent Director laid down under section-149(6) of the Companies Act 2013. Therefore the Directors of your company recommend toappoint Mr. Kandathil Ashok Kuriyan as an Independent Director of your Company for a termof 5 (five) consecutive years with effect from the date of the ensuing Annual GeneralMeeting and that he shall not be liable to retire by rotation.
Number of Board Meetings held:
The Board of Directors duly met four times during the financial year from 1stApril 2014 to 31st March 2015. The dates on which the meetings were held areas follows:
2. 24-07-2014 *
i) Statutory Auditors :
The Auditors M/s. S R Mandre & Co. (Firm registration No 001962S) CharteredAccountants were appointed as statutory auditors of the company for a period of threeconsecutive years at the Annual General Meeting held on 26th September 2014 who shallhold office until the conclusion of the annual general meeting to be held for thefinancial year 2016-17. As per section 139 of the Companies Act 2013 the appointmentneeds to be ratified at every annual general meeting by the members. Directors recommendfor ratification of the appointment of auditors made on 26.09.2014.
The notes on financial statement referred to in the auditors report areself-explanatory and do not call for any further comments. The Auditors report does notcontain any qualification reservation or adverse remark.
Material changes and commitments if any affecting the financial position of thecompany occurred between the end of the financial year to which these financial statementsrelate and the date of the report.
No material changes and commitments affecting the financial position of the companyoccurred from the end of the financial year 2014-15 till the date of this report. Furtherthere was no change in the nature of the business of the company.
ii) Cost Auditors :
M/s. SBK & Associates (Membership No.15108) Cost Accountants were appointed asCost Auditors for auditing the cost accounts of your Company for the year ended 31s'March 2015 by the Board of Directors. The Cost Audit Report for the year 2013-14 has beenfiled under XBRL mode within the due date of filing.
iii) Secretarial Audit :
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report Annexure-A.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :
1. Specific areas in which R&D carried out by the Company
The Company has an ongoing programme on latex technology development and its relatedapplication to various products. Accordingly the Company has in the past launched newproducts such as dual deluxe mattress contour pillow hemorrhoid cushions and coccyxcushions.
2. Technology Absorption Adaptation and Innovation
The latest technology is being adopted in the factory for improving productivity andproduct quality and reducing consumption of raw materials and fuel. In this connectionpre-vulcanized latex is being adopted.
3. Foreign Exchange Earning and Outgo
Statutory particulars with regards to foreign exchange and outgo appear in the notespertaining to the accounts.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-B.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
|Name ||Designation ||Remuneration paid FY 2014-15 in lakhs ||Remuneration paid FY 2013-14 in lakhs ||Increase in remuneration from previous year in lakhs ||Ratio/Times per Median of employee remuneration |
|Mr. Roy Mammen ||Managing Director ||14.85 ||11.52 ||3.33 ||6.56 |
|Mr. Mammen Philip ||Director corporate affairs ||2.07 ||2.07 ||- ||0.91 |
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: *
The Companys Development and Implementation is provided elsewhere in this AnnualReport in Management Discussion and Analysis as Annexure-C.
Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts putin by the Employees of the Company at all levels.
| || ||BY ORDER OF THE BOARD |
| || ||For M.M.RUBBER CO. LTD. |
|PLACE: BANGALORE ||ASHOK KURIYAN ||ROY MAMMEN |
|DATE: 29.5.2015 ||Director ||Managing Director |
| ||(DIN: 00081374) ||(DIN: 00077409) |