To the Members
M M Rubber Company Limited
The Directors have pleasure in presenting before you the 55th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2021.
COMPANY 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 Mar 31 2021 ||Financial year ended Mar 31 2020 |
| ||Rs. in lakhs ||Rs. in lakhs |
|Revenue from Operations ||2792.86 ||3127.01 |
|Other Income ||1.97 ||2.47 |
|Profit before Exceptional Items and Tax ||(371.95) ||(134.14) |
|Exceptional Items (Expenses)/Income ||- ||189.63 |
|Profit before tax ||(371.95) ||55.48 |
|Less: Taxation || || |
|Current tax ||- ||15.00 |
|Deferred Tax (ere dit) /Debit ||2.92 ||18.21 |
|Profit for the year ||(374.88) ||22.27 |
|Total other comprehensive income (net of tax) ||- ||69.58 |
|Total Comprehensive income for the year ||(374.88) ||91.85 |
OPERATIONS & PERFORMANCE:
Your directors are pleased to inform that the Company was able to achieve a turnover ofRs. 27.92 crores despite the outbreak of COVID-19 pandemic which has resulted insignificant reduction in sales during the months of April to August 2020. In spite of thisthe Company would have made a profit if not for the settlement of workers. The company haspaid an amount of Rs.336 lakhs as gratuity and compensation to the workers. The settlementis in view of shifting its operation from Chennai to its own unit at Ranipet and thoseworkers who are not willing to go to Ranipet has been offered a settlement. Further theCompany has created gratuity fund with LIC by investing an amount of Rs.57.03 lakhs andprovided an amount of Rs.24.69 lakhs as leave encashment benefits to its employees andthere by the Company has incurred an additional expenditure of Rs.417.72 lakhs. Thenationwide lockdown ordered by the government on account of COVID-19 has resulted insignificant reduction in economic activities and the business operations of the Comp anyin terms of sales and production.
The Company has shifted its entire operation to its own premises at Ranipet unit andhas shifted all its machineries from the Chennai unit to Ranipet.The Company has spent anamount of Rs.260 lakhs during the year on building and machinery at Ranipet unit. There bythe Company will be able to produce more and reduce its overheads.Your directors areconfident that with this move company's turnover and the profitability would improve.However the present situation in view of the out-break of COVTD-19 pandemic has put theCompany in at tight spot and the prospect for the coming year looks very grim. All effortsare being made to get back to active business.
Company has not declared dividend this year.
The Company has not proposed to transfer any amount to the general reserve.
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
C. BONUS SHARES:
No Bonus Shares were issued during the year under review.
d. RIGHTS ISSUE:
The Company has not issued any Rights issue duringthe year under review.
e. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
f. SHARES WITH DIFFERENTIAL RIGHTS:
Company has not issued any shares with Differential Rights for the year under review.
g. ISSUE AND ALLOTMENT OF EQUITY SHARES ONTHE BASIS OF PREFERENTIAL ALLOTMENT:
Company has not issued equity shares on preferential basis.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toBSE Limited where the Company's Shares are listed.
DEMATERIALISATION OF SHARES:
Your company's 62.12%of the company's paid up Equity Share Capital is in dematerializedform as on 31st March 2021 and balance 37.88% is in physical form. The Company'sRegistrars and Transfer Agent is M/s. CAMEO CORPORATE SERVICES LIMITED having theirregistered office at "Subramanian Building" No. 1 Club House Road Chennai -600002.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
As on March 312021 your Board comprises of 5 Directors including 2 IndependentDirectors.
Mr. Jacob Mammen (DIN00078010)Directors of the company retire by rotation and iseligible for reappointment.
DECLARATION BYINDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149 ofthe Act and the SEBILODR.
BOARD & PERFORMANCE EVALUATION:
During the year the Board has carried out the annual evaluation of its ownperformance the performance of the Directors individually as well as the evaluation ofCommittees of Board.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Committee of Directors reviews the composition of theBoard to ensure an appropriate mix of abilities experience and diversity to serve theinterests of all shareholders of the Company.
Nomination and Remuneration Policy was approved by the Board at its meeting held on26.06.2020. In terms of Section 178 of the Act 2013 the objective of such policy shallbe to attract retain and motivate executive management and remuneration structured tolink to Company's Strategic long-term goals appropriateness relevance and risk appetiteof the company.
The Process of appointing a Director/Key Managerial Personal is that when there is aneed or a vacancy arises or is expected the NRC will identify ascertain the integrityqualification appropriate expertise and experience having regard to the skills that thecandidate will bring to the board in addition to what the existing members hold.
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met five times during the financial year from 1st April2020 to 31 st March 2021. The dates on which the meetings were held are as follows:
|Date of Meeting ||No. of Directors as on the date ||No. of Directors Present |
|26.06.2020 ||5 ||3 |
|10.08.2020 ||5 ||3 |
|05.11.2020 ||5 ||5 |
|10.02.2021 ||5 ||3 |
|01.03.2021 ||5 ||3 |
NUMBER OF AUDIT COMMITTEE MEETINGS HELD:
The Committee consisting of three Directors namely Mr. Ashok Kuriyan IndependentDirector Mr. Jacob MammenDirector and Mrs. Susan Kurian Independent Director
|Date of Committee Meeting ||No. of Members as on date ||No. of Members Present |
|26.06.2020 ||3 ||2 |
|10.08.2020 ||3 ||2 |
|05.11.2020 ||3 ||3 |
|10.02.2021 ||3 ||2 |
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 2021 theapplicable accounting standards have been followed and there is no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view ofthe state of affairs of the company at the end of the financial year and of the profit ofthe comp any 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 thecompany's internal financial controls were adequate and effective during the financialyear 2020-21.
REMUNERATION RATIO OFTHE 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 CompanyandDirectors is furnished hereunder:
|Sr. No ||Name ||Designation ||Remu neration paid FY 2020-21 in lakhs f ||Remu neration paid FY 2019-20 in lakhs Rs. ||Increase/ (Decrease) in remuneration from previous year in lakhs Rs. ||Ratio/Times per Median of employee remuneration |
|1 ||Mr. Roy Mammen ||Managing Director ||47.57 ||58.48 ||(10.91) ||23.77 |
|2. ||Mr.Machimada Muddappa Kushalappa ||Chief Financial Officer ||7.84 ||8.16 ||(0.32) ||3.08 |
|3. ||Ms. Sharvari Sham Kulkarni ||Company Secretary ||4.51 ||3.26 ||1.25 ||1.35 |
i) Statutory Auditors:
The Auditors Messrs. Vandana. P. Rao and Company (Firm Registration No.011628S)Chartered Accountants were appointed as Statutory Auditors of the Company for a period offive consecutive years at the Annual General Meeting held on 27th September 2017 whoshall hold office until the conclusion of the 56th Annual general meeting to be held forthe financial year 2021 -22.
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 reservation or adverse remark.
The 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 2020-21 till the date of this report. Furtherthere was no change in the nature of the business of the company.
ii) Cost Auditors:
Since the Company's turnover has not exceeded Rs. 35 crores in the previous financialyears the cost audit is not applicable.
iii) Secretarial Auditor:
M/s. Akshay G and Associates Bengaluru was appointed as Secretarial Auditor forcarrying out the secretarial audit for the financial year 2020-21.
As required under Section 204 of the Companies Act 2013 read with Rule 9 of theCompanies (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.
iv) Internal Auditor:
Pursuant to the provisions of Section 138 of the Act and the Rules thereunder yourBoard had appointed M/s.S.R.Mandre and Co. Chartered Accountants Bangalore as anInternal Auditors of the Company for the FY 2020-21.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
Company does not have any Subsidiary Joint venture or Associate Company during theperiod under review.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:
During the year the Company has not entered any contract/arrangement/transaction withrelated parties which could be considered material in accordance with the policy of thecompany on materiality of related party transactions. Refer Note No. 32 to the financialstatement which sets out related party disclosures.
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.
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 memory mattress memorise and ortho Bond mattress contour pillowhaemorrhoid cushions neck care and coccyx cushions.
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 cost with regards to foreign exchange and outgo appear in thenotes pertaining to the accounts.
4. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has in place a Gender-Neutral Policy on Zero Tolerance towards SexualHarassment at Workplace in line with the requirements of the Sexual Harassment of Women atthe Workplace (Prevention Prohibition & Redressal) Act 2013.
5. Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not required by the Company as turnoverof the Company is not exceeding 35 Crores and accordingly maintenance of such accounts andrecords are not required.
During the year under review the Company has not accepted any deposit within themeaning of Sections 7 3 and 74 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 including any statutory modification(s) or reenactment(s) thereoffor the time being in force.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-B.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company's Development and Implementation of Risk Management Policy is providedelsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C.
POLICY ON VIGIL MECHANISM:
The Audit committee has adopted a policy on Vigil Mechanism in accordance with theprovisions of the Act 2013 and Regulation 22 of SEBI (LODR) Regulations which provides aformal mechanism for all Directors employees and other stakeholders of the company toreport to the management their genuine concerns or grievances about unethical behavioursactual or suspected fraud and any violation of the Company's Code of Conduct or ethicspolicy.
The policy also provides a direct access to the Chairperson of the Audit Committee tomake protective disclosures to the Management about grievances or violation of theCompany's code of conduct.
The policy disclosed on the Company's website in the following link www.mmf oam. in
ORDER OF COURT:
No material orders had beenpassed by the Regulators or Courts or Tribunals.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions for Corporate Social Responsibility ("CSR") under theCompanies Act 2013 are not applicable to the company for the current financial year.
INTERNAL FINANCIAL CONTROL:
The Internal Financial Control with reference to financial statements were operatingeffectively.
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.
| || ||BYORDEROFTHEBOARD |
| || ||For M M RUBBER CO. LTD. |
| ||Sd/- ||Sd/- |
| ||ASHOKKURIYAN ||ROYMAMMEN |
|Place: Bangalore ||DIRECTOR ||MANAGING DIRECTOR |
|Date: 28.06.2021 ||(DIN:00081374) ||(DIN: 00077409) |