To the Members
The Directors have pleasure in presenting before you the 53rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2019.
COMPANY ACTIVITY & PERFORMANCE:
The principal activity of the company continues to be manufacture and marketing of foam and other related products. Financial Summary or highlights/performance of the company:
|Particulars||Financial year ended March 31 2019 Rs. in Lakhs||Financial year ended March 31 2018 Rs. in Lakhs|
|Revenue from Operations||2998.93||2591.90|
|Profit before Exceptional Items and Tax||59.58||44.60|
|Exceptional Items (Expenses)/Income||-||-|
|Profit before tax||59.58||44.60|
|Profit for the year||47.58||30.11|
|Total other comprehensive income (net of tax)||-||-148.50|
|Total Comprehensive income for the year||47.58||-118.39|
OPERATIONS & PERFORMANCE:
Your directors are happy to inform that the company has maintained and in fact increased its turnover by 15.70% as compared to previous year. However the Company's profitability remains the same despite higher turnover compare to the previous year is mainly due to the active participation in the digital marketing and advertising and the Company has spent a substantial amount as compared to previous year which will benefit the Company in the long run.
The work at company's own premises at Ranipet is completed and the Company has started production of latex Rubber sheet. However shifting of machinery from its unit at Chennai to Ranipet is still pending which will be done during the coming year. There by the company will be able to produce more and also reduce its overheads and will discontinue import of latex rubber sheets shortly. Your directors are confident that with this move company's turnover and the profitability would improve in the coming year.
As already indicated above by shifting to Ranipet the company is expected to improve its performance and post healthy profit in the coming year.
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 during the year under review.
e. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any shares with Differential Rights for the year under review.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 to BSE Limited where the Company's Shares are listed.
DEMATERIALISATION OF SHARES:
Your company's 48.77% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March 2019 and balance 51.23% is in physical form. The Company's Registrars and Transfer Agent is M/s. CAMEO CORPORATE SERVICES LIMITED having their registered office at Subramanian Building No.1 Club House Road Chennai - 600002.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
As on March 312019 your Board comprises of 6 Directors including 2 Independent Directors. Mr. Jacob Mammen (DIN 00078010) and Mr. Karun Philip (DIN 01091468) Directors of the company retire by rotation and are eligible for reappointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and the SEBI LODR.
BOARD & PERFORMANCE EVALUATION:
During the year the Board has carried out the annual evaluation of its own performance the performance of the Directors individually as well as the evaluation of Committees of Board.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Committee of Directors reviews the composition of the Board to ensure an appropriate mix of abilities experience and diversity to serve the interests of all shareholders of the Company.
Nomination and Remuneration Policy was approved by the Board at its meeting held on 30.05.2018. In terms of Section 178 of the Act 2013. The objective of such policy shall be to attract retain and motivate executive management and remuneration structured to link to Company's Strategic long-term goals appropriateness relevance and risk appetite of the company.
The Process of appointing a director/Key Managerial Personal is that when there is a need or a vacancy arises or is expected the NRC will identify ascertain the integrity qualification appropriate expertise and experience having regard to the skills that the candidate 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 April 2018 to 31st March 2019. 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|
NUMBER OF AUDIT COMMITTEE MEETINGS HELD:
The Committee consisting of three Directors namely Mr. Ashok Kuriyan Independent Director Mr. Jacob Mammen Director and Mrs. Susan Kurian Independent Director:
|Date of Committee Meeting||No.of Member as on date||No.of Members Present|
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company hereby state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2019 the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;
c) 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) they have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls that are adequate and were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
Based on the Internal Financial Controls and Compliance Systems established and maintained by the company work performed by the internal statutory and secretarial auditors and reviews performed by the management the Board is of the opinion that the company's internal financial controls were adequate and effective during the financial year 2018-19.
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 and Directors is furnished hereunder:
|Sl. No.||Name||Designation||Remuneration paid FY 2018-19 in lakhs||Remuneration paid FY 2017-18 in lakhs||Increase in remuneration from previous year in lakhs||Ratio/Times per Median of employee remuneration|
|1.||Mr. Roy Mammen||Managing Director||56.73||33.81||22.92||22.53|
|2.||Mr. Mammen Philip||Director Corporate Affairs||2.07||2.07||-||-0.14|
|3.||Mr. Machimada Muddappa Kushalappa||Chief Financial Officer||1.24||-||1.24||-0.48|
|4.||Ms. Sharvari Sham Kulkarni||Company Secretary||1.14||-||1.14||-0.53|
i) Statutory Auditors :
The Auditors Messrs. Vandana Rao and Company (Firm Registration No.011628S) Chartered Accountants were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting held on 27th September 2017 who shall hold office until the conclusion of the 56th annual general meeting to be held for the financial year 2021-22 . As per section 139 of the Companies Act 2013 the appointment needs to be ratified at every annual general meeting by the members. Directors recommended for ratification of the appointment of auditors made on 27.09.2017.
The notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' report does not contain any reservation or adverse remark.
The Material changes and commitments if any affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.
No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2018-19 till the date of this report. Further there 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 financial years the cost audit is not applicable.
iii) Secretarial Auditor:
M/s. Akshay G and Associates Bengaluru was appointed as Secretarial Auditor for carrying out the secretarial audit for the financial year 2018-19.
As required under Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.
iv) Internal Auditor:
Pursuant to the provisions of Section 138 of the Act and the Rules thereunder your Board had appointed M/s. S.R. Mandre and Co. Chartered Accountants Bangalore as Internal Auditors of the Company for the FY 2018-19.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
Company does not have any Subsidiary Joint venture or Associate Company during the period under review.
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 the policy of the company on materiality of related party transactions. Refer Note No.31 to the financial statement which sets out related party disclosures.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section 186 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 related application to various products. Accordingly the Company has in the past launched new products such as memory mattress memorise and ortho bond mattress contour pillow hemorrhoid cushions neck care and coccyx cushions.
2. Technology Absorption Adaptation and Innovation
The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection pre-vulcanized latex is being adopted.
3. Foreign Exchange Earning and Outgo
Statutory particulars with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.
During the year under review the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s) or reenactment(s) thereof for 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 annexed herewith as Annexure-B.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company's Development and Implementation of Risk Management Policy is provided elsewhere 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 the provisions of the Act 2013 and Regulation 22 of SEBI (LODR) Regulations which provides a formal mechanism for all Directors employees and other stakeholders of the company to report to the management their genuine concerns or grievances about unethical behaviors actual or suspected fraud and any violation of the Company's Code of Conduct or ethics policy.
The policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the Management about grievances or violation of the Company's code of conduct.
The policy disclosed on the Company's website in the following link www.mmfoam.in
ORDER OF COURT:
No material orders had been passed by the regulators or courts or Tribunals.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions for corporate social responsibility (CSR) under the Companies 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 operating effectively.
Directors take this opportunity to express their thanks to various departments of the Central and State Government Bankers Material Suppliers Customers and Shareholders for their continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts put in 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: 30.05.2019||Director||Managing Director|
|(DIN: 00081374)||(DIN: 00077409)|