Your Directors are pleased to present 38th Annual Report together with AuditedStatement of Accounts of the Company for the year ended 31st March 2021.
| || ||(Rs in Lakhs) |
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations* ||94741.03 ||102797.63 |
|Other Income ||280.72 ||336.92 |
|Total revenue ||95021.75 ||103134.55 |
|EBIDTA ||9417.36 ||9764.75 |
|EBIDTA Margin (%) ||9.91 ||9.47 |
|Finance Costs ||3409.13 ||3824.32 |
|Depreciation and amortization expense ||4269.74 ||4477.66 |
|Profit Before Tax ||1738.49 ||1017.89 |
|Current Tax ||398.06 ||175.08 |
|Deferred tax ||(69.05) ||(897.75) |
|Profit After Tax ||1409.48 ||1740.56 |
|Other comprehensive income for the year || || |
|net of tax ||(29.33) ||(10.90) |
|Total Comprehensive Income for the Year ||1380.15 ||1729.66 |
|Earning per share (Basic) ||2.82 ||3.61 |
|Earning per share (Diluted) ||2.81 ||3.61 |
* Revenue from operations excludes other operative income.
In order to conserve resources of the Company the Board has not recommended dividendon equity shares.
AMOUNT TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the reserves.
The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global solutions are needed to overcome the challenges - businesses & businessmodels have transformed to create a new work order.
As we live in the unprecedented times of the Covid-19 (coronavirus) pandemic thehealth and safety of our employees and their families were the utmost priority to theCompany. The Company was actively engaged and proactively taking all the necessary stepsrequired to be taken to deal with such pandemic in the areas of employees and theirfamilies - health and safety through vaccination mediclaim Strategy Financialoperational and technology intervention needed. This response has reinforced stakeholder'sconfidence and many of them have expressed their appreciation and gratitude for the timelyresponse under most challenging conditions.
The lockdown gave India time to make a concerted effort to flatten the outbreak curve.However towards later part of the year consequent to significant opening of the economicactivity across the nation the demand picked up compared to that during the initial periodof Covid-19.
The textile industry which had really slowed down at the initial stages of the lockdowndue to pandemic has started showing signs of recovery.
India is currently experiencing a massive second wave of Covid-19 infections. Howeverwe expect no major changes in the economic activity as the nation is preparing to face thePandemic with vaccines and preparedness.
PERFORMANCE AND OUTLOOK
During the year under review revenue from operations (net) was at ' 94741.03 Lakhs ascompared to ' 102797.63 Lakhs in previous year. Exports during the financial year 2020-21were of ' 39590.25 Lakhs as compared to ' 40378.38 Lakhs during the previous year.
The Profit Before Tax for the full year has also increased to ' 1738.49 Lakhs ascompared to ' 1017.89 Lakhs in financial year 2020-21 even though the operations wereaffected during the year on account of COVID 19 lockdown.
The Pandemic had disrupted operations of our company in first half of the financialyear however with our relentless efforts in the areas of operational excellencethroughput improvement initiatives and focus on the costs front the business got restoredto normalcy faster in H2 FY 21.
The fact that the financial year has ended on a higher note and the last Quarter (Q4 FY21) ending with highest ever Sales and EBITDA numbers has set up an encouraging tone andgiven us an assurance that the business is far more robust as we enter the next Financialyear. It is now crucial to sustain the present efforts to be able to return to the path toprosperity and development in our journey of growth and transformation.
SHARE CAPITAL AND LISTING Issue of Employee Stock Options
The Shareholders of the Company has approved AYM Employee Stock Option scheme 2021 videPostal ballot result of which was declared on 5th March 2021. The Company has applied toBSE and NSE for In-principle approval for listing of 1500000 Equity shares of Rs.10each. The Company has granted 600000 Options to be converted into 600000 Equity sharesof Rs.10 each payable at par.
During the Financial year 2020-21 60190 equity shares were allotted to the ESOPgrantees pursuant to the AYM ESOP Scheme 2018. The said shares are listed on The BSELimited and The National Stock Exchange of India Limited.
In compliance with the provisions of Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 and SEBI (Share Based Employee Benefits) Regulations 2014 asamended thereto the details of Employees Stock Option Schemes of the Company as on 31stMarch 2021 are furnished in Annexure A attached herewith and forms part of thisReport.
Issue of Equity Shares With Differential Rights
The Company does not have any equity shares with differential rights.
Issue of Sweat Equity Shares
During the year under report the Company has not issued any sweat equity share.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) read with Section 134(5) of the Act the Directorshereby confirm that:
a) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stMarch 2021 and of the profit and loss of the Company for that period;
c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)
The Company's Board comprises of a mix of executive and nonexecutive directors withconsiderable experience and expertise across a range of fields such as finance accountsgeneral management and business strategy. The details of the directors and their meetingsheld during the year have been given in the Corporate Governance Report which forms partof the Annual Report.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajesh R. Mandawewala is retiring by rotation at the 38thAnnual General Meeting and being eligible has been recommended for reappointment as adirector liable to retire by rotation by the Board. His brief resume and other details asrequired under the Act and Listing Regulations for his re-appointment as Director areprovided in the Notice of the 38th AGM of your Company.
COMMITTEES OF THE BOARD OF DIRECTORS
Information on the Audit committee the Nomination and Remuneration committee theStakeholders Relationship committee the Corporate Social Responsibility committee andmeetings of those committees held during the year is given in the Corporate GovernanceReport forming part of this Report.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent directors of the Company namely Mr. Atul Desai Mr. M. K. Tandon andMr. K. H. Viswanathan the independent directors have given declaration that they meet thecriteria of independent directors as provided in sub section 6 of Section 149 of theCompanies Act 2013 ("The Act") and there is no change in the circumstances ason the date of this report which may affect their status as an independent director.
Your Board confirms that in its opinion the independent directors fulfill theconditions prescribed under the SEBI LODR 2015 and they are independent of themanagement. All the independent directors on the Board of the Company are registered withthe Indian Institute of Corporate Affairs (IICA) Manesar Gurgaon Haryana-122052 asnotified by the Central Government under Section 150(1) of the Companies Act 2013 andexempted from undergoing online proficiency self-assessment test.
Policy on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 of the Act is placed on website of the Company andweb link thereto is :
In compliance with the Act and SEBI Regulations 2015 the Board of Directors as perthe process recommendation by the Nomination and Remuneration Committee has evaluated theeffectiveness of the Board its committees and Directors. The evaluation process invitedgraded responses to a structured questionnaire which was largely in line with SEBIGuidance Note on Board evaluation for each expect of the evaluation.
The evaluation process invited through IT enabled platform sought graded responses to astructured questionnaire for each aspect of the evaluation viz. time spent by each of thedirectors; accomplishment of specific responsibilities and expertise; conflict ofinterest; integrity of the Director; active participation and contribution duringdiscussions.
For the financial year 2020-21 the annual performance evaluation was carried out bythe Independent Directors Nomination and Remuneration Committee and the Board whichincluded evaluation of the Board Independent Directors Non-independent DirectorsExecutive Directors Chairman Committees of the Board Quantity Quality and Timelinessof Information to the Board. All the results were satisfactory.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR policy of our Company as approved by the Board of directors' is hosted on theCompany's website and web link thereto is:
Disclosure as required under Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 is annexed as Annexure B;
MEETINGS OF BOARD OF DIRECTORS
Five meetings of Board of directors were conducted during the financial year 2020-21.The details of which are given in the Corporate Governance Report forming part of theAnnual Report. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
HOLDING SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The Company is a subsidiary of Mandawewala Enterprises Limited.
The Company does not have any subsidiary joint ventures and associate companies.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Particulars of investments made loans and guarantee given and securities if anyprovided under Section 186 of the Companies Act 2013 form part of the notes to thefinancial statements.
Ratio of remuneration of the Managing Director Whole time Director & KMP to themedian employee's remuneration and other details are as under:
| || || || ||(Rs in Lakhs) |
|Name ||Designation ||Remuner ation Paid ||% Increase ||Ratio of remuneration of each Whole - Time Director to median remuneration of employees |
|Abhishek Mandawewala ||Managing Director & CEO ||77.40 ||5.22% ||33.97 |
|Khushboo Mandawewala ||Whole time Director ||25.68 ||-12.70% ||11.27 |
|Himanshu Dhaddha ||Chief Financial Officer ||70.74 ||-2.58% ||31.04 |
|Ashitosh Sheth ||Company Secretary ||22.16 ||NA ||9.72 |
(Remuneration paid includes value of ESOPs received under the Company's ESOP Scheme2018 and commission paid during the year.)
i. Average increase in remuneration of employees other than managerial personnel: - 0.08% and managerial persons: 7.88%.
ii. the number of permanent employees on the rolls of Company: 1260.
iii. The percentage increase in the median remuneration of employees in FY 2020-21 was-0.17%.
iv. Affirmation that the remuneration is as per the remuneration policy of the Company.
Mr. Abhishek R. Mandawewala Managing Director & CEO and Mrs. Khushboo MandawewalaWhole time director of the Company has not received any remuneration from MandawewalaEnterprises Limited the holding Company.
Details in respect of adequacy of Internal Financial Controls (IFC) with reference tothe Financial Statements:
Your Company has designed and implemented a framework for internal finance controls andthe same are adequate and were operating effectively. The Company periodically reviews theinternal controls to align it with the changing business needs and to improve governanceand enhance compliance with evolving regulation.
Your Company has well documented Standard Operating Procedures (SOPs) for variousprocesses which are periodically reviewed for changes warranted by business needs. TheInternal Auditors continuously monitor the efficiency of the internal controls /compliance with the SOPs with the objective of providing to the Audit Committee and theBoard of Directors an independent objective and reasonable assurance of the adequacy andeffectiveness of the organisation's risk management control and governance processes.
For the year ended 31st March 2021 the Board is of the opinion that your Company hassound IFC commensurate with the nature of its business operations wherein adequatecontrols are in place and operating effectively and no material weakness exists. YourCompany has a process in place to continuously monitor existing controls and identify gapsand implement new and / or improved controls wherever the effect of such gaps would have amaterial effect on your Company's operation.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website at :
This policy deals with the review and approval of related party transactions. The Boardof Directors of the Company has approved the criteria for making the omnibus approval bythe Audit Committee within the overall framework of the policy on related partytransactions. Prior omnibus approval is obtained for related party transactions which areof repetitive nature and entered in the ordinary course of business and at an arm's lengthbasis. All related party transactions are placed before the Audit Committee for review andapproval.
All related party transactions entered during the year 2020-21 were in ordinary courseof the business and on an arm's length basis. No material related party transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement were entered during the Financial Year by your Company. Accordinglythe disclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC 2 is not applicable to your Company.
Members may refer to note no. 45 to the financial statement which sets out relatedparty disclosures pursuant to IND AS-24.
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of directors has formulated Whistle Blower Policy andVigil Mechanism for its directors and employees and any director or employee may makeprotected disclosures to the Chairman of the Audit Committee. No personnel have beendenied access to the Audit committee.
A copy of Annual return referred to in Section 92 (3) of the Companies Act 2013 readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 is placed onwebsite of the Company and weblink thereto is :
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservation of energy:
(i) the steps taken or impact on conservation of energy:
- Installation of biological & MBR system resulting in reduction of power usage
- Replaced all faulty/leaked pneumatic fifflngs all over the plant
- Installation of low-pressure compressor 1360 CFM for Tex machine
- Steam and thermo pack pipeline insulation work
- Drive installation at Dyeing Machine
- Installation of steam hot air blower for drying the finished cones instead ofelectric heaters reducing the energy consumption
- Power optimization in AHUs all over the plant
- Installation of automatic pressure regulating valve in Tex machines
- Provided Separate individual switches for Lightnings of Machines having long Dofftime to avoid power usage during idle time.
- Daily check of steam traps to reduce steam wastage
(ii) the steps taken by the Company for utilizing alternate sources of energy:Reduction in coal consumption by increasing the boiler efficiency.
(iii) the capital investment on energy conservation equipment's: Rs.14 Lakhs
b. Technology absorption:
i. The efforts made towards technology absorption:
- Installation of MBR system at EDP
- RF Dryer usage for uniform drying of the yarn
ii. The benefits derived like product improvement cost reduction product developmentor import substitution:
- Resulting in water cost reduction
- Resulting in reduce the input cost
iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):
- New air compressors system form Germany installed in the plant
- MBR purchased from France to improve the water quality and reduce the input cost
iv. Research and Development expenditures:
(Rs in Lakhs)
|Particulars ||2020-21 ||2019-20 |
|Revenue expenditure ||1115.71 ||837.09 |
|Capital expenditure ||0.00 ||0.00 |
|Total ||1115.71 ||837.09 |
c. Foreign Exchange Earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.
Earning in Foreign exchange : ' 39590.25 Lakhs
Outgo in Foreign exchange : ' 25078.72 Lakhs
The Company has not accepted any deposit within the meaning of the Chapter V toCompanies Act 2013. Further no amount on account of principal or interest on deposit wasoutstanding at the end of the year under report.
As per Section 139 of the Companies Act 2013 ('the Act') read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in 34th Annual GeneralMeeting approved the appointment of M/s. Price Waterhouse Chartered Accountants LLPChartered Accountants (ICAI Registration No- 012754N/N-500016) as the Statutory Auditorsof the Company for an initial term of 5 years
i.e. 28th September 2017 the conclusion of 34th Annual General Meeting till theconclusion of 39th Annual General Meeting. Pursuant to amendments in Section 139 of theCompanies Act 2013 the requirements to place the matter relating to such appointment forratification by members at every annual general meeting has been omitted with effect from7th May 2018. The Report given by M/s. Price Waterhouse Chartered Accountants LLP on thefinancial statement of the Company for the year 2020-21 is part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport.
There is no qualified opinion in the Auditors' Report. We refer to para i (c) ofAnnexure B of Independent Auditor's Report and state that the Company is in the process ofexecuting document to transfer freehold land in respect of one plot of ' 4.63 Lakhs (netblock) in the name of the Company. The Company is in possession of land without anyinterference for more than 12 years. Further in respect of documents of title deeds of sixresidential flats of ' 9.48 lakhs (net block) we clarify that the said flats are in thename of the Company and the Company is in the process of tracing the physical agreementsof the said flats.
COST AUDITOR AND COST RECORDS
In terms of the Section 148 of the Companies Act 2013 ('the Act') read with Rule 8 ofthe Companies (Accounts) Rules 2014 it is stated that the cost accounts and records aremade and maintained by the Company as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013.
In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules2014 the Audit Committee recommended and the Board of Directors appointed M/s. Kiran JMehta & Co. Cost Accountants being eligible as Cost Auditors of your Company tocarry out the cost audit of products manufactured by the Company. Your Company hadreceived their written consent that the appointment will be in accordance with theapplicable provisions of the Act and rules framed thereunder. The remuneration of CostAuditors has been approved by the Board of Directors on the recommendation of AuditCommittee and in terms of the Companies Act 2013 and Rules thereunder requisiteresolution for ratification of remuneration of the Cost Auditors by the members has beenset out in the Notice of the 38th Annual General Meeting of your Company.
During the year 2020-21 the Cost Accountants had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
Members are requested to ratify remuneration as fixed by the Board of directors bypassing an ordinary resolution in the Annual General Meeting.
SECRETARIAL AUDITOR AND AUDIT REPORT
The Secretarial Audit as required under Section 204 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of the Listing Regulations was conducted was carried out by Gupta Baul& Associates Company Secretaries (CP No. 12722) for the financial year 2020-21.
The Secretarial Audit Report is annexed as Annexure C and forms an integral partof this Report.
There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year 2020-21 the Secretarial Auditors had not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection 134 (3)(ca) of the Act.
In terms of Clause 3(b) of SEBI Circular dated February 8 2019 the Company hasobtained an Annual Secretarial Compliance Report for the year ended 31st March 2021 fromGupta Baul & Associates Practising Company Secretaries who are also the SecretarialAuditor of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year 2020-21 your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Pursuant to amendment in SEBI (LODR) 2015 the Company has obtained a certificate fromGupta Baul & Associates Practising Company Secretaries that none of the Directors onthe Board of the Company has been debarred or disqualified from being appointed orcontinuing as a Director of the Company by SEBI / Ministry of Corporate Affairs or anysuch regulatory authority.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT
The Statutory Auditors Cost Auditors and Secretarial Auditors of the Company of theCompany have not reported any fraud to the Audit Committee or to the Board of Directorsunder Section 143(12) of the Companies Act 2013.
RISK MANAGEMENT POLICY
The Company has evolved risk management policy identifying primary risk and secondaryrisk. Primary risk includes manpower development product efficiency pace of developmentof new products competition. Board has not identified any risk which threatens theexistence of the Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide the Independent Directors with the scenariowithin the textile industry this socioeconomic environment in which the Company operatesthe business model the operational and financial performance of the
Company significant development so as to enable them to take well- informed decisionsin timely manner.
The familiarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.
The policy on Company's familiarization program (for independent directors) is hostedon the Company's website and a web link is :
The Company has Code of Conduct for Board members and Senior Management personnel. Acopy of the Code of conduct has been put on the Company's website for information of allthe members of the Board and management personnel.
All Board members and senior management personnel have affirmed compliance of the same.
PARTICULARS OF EMPLOYEES
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014("Rules") is appended as Annexure D to the Report.
The information as per Rule 5(2) of the Rules forms part of this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAN D REDRESSAL) ACT 2013
As per the requirement of The Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 (POSH) your Company has a robust mechanism in placeto redress complaints reported under it. The Company has complied with provisions relatingto the constitution of Internal Complaints Committee under POSH. The Internal Committee(IC) composed of internal members and an external member who has extensive experience inthe field.
During the year 2020-2021 no cases of sexual harassment were reported in your Company.During the year the Company has received NIL complaint and appropriate action has beentaken by the Company in this regard.
The Company is committed towards promoting the work environment that ensures everyemployee is treated with dignity and respect and afforded equitable treatment irrespectiveof their gender race social class caste creed religion place of origin sexualorientation disability or economic status.
In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter "ListingRegulations") a Report on Corporate Governance along with Compliance Certificateissued by Statutory Auditors of the Company is attached as Annexure E and formsintegral part of this Report (hereinafter "Corporate Governance Report").
Management Discussion and Analysis Statement is separately given in the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company's operations in future.
During the year under Report there was no change in the general nature of business ofthe Company.
No material change or commitment has occurred which would have affected the financialposition of the Company between the end of the financial year to which the financialstatements relate and the date of the report.
During the year under Report no funds were raised through preferential allotment orqualified institutional placement.
Statements in this Report particularly those which relate to Management Discussion andAnalysis as explained in the Corporate Governance Report describing the Company'sobjectives projections estimates and expectations may constitute 'forward lookingstatements' within the meaning of applicable laws and regulations. Actual results mightdiffer materially from those either expressed or implied in the statement depending on thecircumstances.
Your Directors take this opportunity to express gratitude for valuable assistance andco-operation extended to the Company by Financial Institutions Commercial Banks and otherauthorities. Your directors also wish to place on record their sincere appreciation of thededicated services hard work solidarity and profuse support by all the employees of theCompany.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
| ||sd/- |
| ||Rajesh R Mandawewala |
| ||Chairman |
| ||DIN:00007179 |
|Place: Mumbai || |
|Date: 15/05/2021 || |