Mafatlal Industries Limited
Your Directors present the 107th Annual Report together with the AuditedStatement of Accounts for the year ended 31st March 2021.
1. Financial Results
The Financial Results of the Company are as under:
` in Lakhs
|Particulars ||Current Year ||Previous Year |
| ||2020-21 ||2019-20 |
|Revenue from Operations ||60219.49 ||100535.45 |
|Other Income ||3564.71 ||5676.86 |
|Total Income / Revenues ||63784.20 ||106212.31 |
|EBIDTA ||(1112.32) ||4984.52 |
|Depreciation ||1705.06 ||1717.98 |
|Finance Costs ||2210.27 ||3143.29 |
|Profit / (Loss) before Exceptional Items and Tax (write off / provisions / impairment losses) ||(5027.65) ||123.25 |
|Exceptional Items (Net) ||(4083.38) ||(1459.18) |
|Loss before Taxes ||(9111.03) ||(1335.93) |
|Tax (Expense) / Benefits ||(264.39) ||(34.87) |
|Loss after Taxes ||(9375.42) ||(1370.80) |
2. Overview State of Company Affairs and Year in Retrospect
The financial year 2020-21 was one of the most challenging year for the Indian textileindustry as well as for your Company. While the
Industry was on its path of recovery from a stressed working capital situation due tonegative credit outlook across Industry the widespread and substantive economicdisruption caused by the COVID-19 pandemic significantly impacted the Industry wideperformance globally as well as in India.
During the year under review the focus of your Company has been on curtailing thelosses caused by the pandemic and maintaining the market share by quickly getting on itsfeet once the nationwide lockdown was withdrawn. Besides it took actions foraggressively cutting costs improving working capital turns and introducing new products.All these efforts are visible in the improvement in the performance fixed in second halfof the Financial Year 2020-21.
In the context of the huge emerging demand for health-care products the Companyleveraged its distribution channels and contacts with health-care institutions. Itrepurposed part of its supply chain to manufacture and source critical products like PPESuits face-masks temperature guns and sanitizers to cater to the surge in demand forthese products.
However due to the impact of lockdown and conservatism in consumption expenditure inthe light of the widespread economic uncertainty the demand for traditional textilesremained subdued throughout the year.
During the year under review the Company reported Total Income of ` 63784.20 Lakhsand EBIDTA (Earnings before Interest Depreciation Tax & Amortisation) loss of `1112.32 Lakhs with a Net Loss for the year of ` 9375.42 Lakhs (including ` 4083.38Lakhs as Exceptional Loss).
Accordingly it is proposed not to carry any amount to Reserves of the Company.
During the year the Company faced the extreme necessity to reduce its fixed cost toreduce the losses maintain liquidity and to sustain longer term viability. It startedworking towards the implementation of a strategic initiative of opting for an "assetlight" business model for its manufacturing operations. As a parallel strategic stepin that direction the Company entered into a Memorandum of Understanding withWorkers Union at its Manufacturing Unit situated at Nadiad to reduce its permanentworkforce by launching a Voluntary Retirement Scheme (VRS). During the year 2020-21Company agreed to pay ` 2264.27 Lakhs as being the compensation to those workers whoopted for voluntary retirement under the VRS. This amount has been recognised as anExceptional Item in the Profit & Loss Account for this year.
Further the Company carried out an assessment for the impact of COVID-19 on itsliquidity recoverability and carrying value of assets during the year. Based on such anassessment the Company also recognised an impairment loss of ` 1819.11 Lakhs as anExceptional Item in the Profit & Loss Account for this year.
During the year under review the Company undertook a series of strategic initiativesfor reduction in fixed costs including manpower costs developing business synergiesacross product portfolios and expanding its range of Health & Hygiene products. Alsoduring the year the wholly owned subsidiary Vrata Tech Solutions Private Limitedkicked-off its business activities in the Information Technology space.
As reported in last years Directors Report the Company after scaling downof Denim operations has closed its Denim manufacturing operations as they could not berevived despite having taken several steps. The Company has paid-off all workers and otherliabilities from the funds mobilised from the sale of certain assets including machineryequipment and other non-core assets. All the workers liabilities are already settled.Presently there is no manufacturing operations at Navsari plants. During FY 2020-21 theCompany has incurred huge losses as its business has been severely impacted on account ofall-round business disruptions caused by COVID-19 pandemic in Indian as well as in theworld markets. As of today the Company has creditors and other liabilities includingbankers liabilities to pay. In order to raise the funds to meet with theseliabilities it is thought fit to consider sell /lease/ transfer or otherwise dispose-offin one or more tranches land & building/s and remaining machinery equipmentfurniture fixtures & fittings and other assets situated at CompanysUndertakings at
Navsari. Accordingly the Board of Directors of the Company has subject to theapproval of the shareholders of the Company to be obtained at the ensuing Annual GeneralMeeting by way of a Special Resolution granted in-principal approval to sell /lease/transfer or otherwise dispose-off in one or more tranches land & building/s andremaining machinery equipment furniture fixtures & fittings and other assetssituated at Companys Undertakings at Navsari.
The Company will consider disposing-off the said assets with the one or more partieswho will not be a "Related Party" (as defined under the
Companies Act 2013 read with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 i.e. not related in any way with the Companys Promoters orDirectors or Key Managerial Persons) at such price as may be negotiated and on such termsand conditions as deemed fit by the Board subject to the requisite approvals.
The sale of the land & buildings and other assets as mentioned hereinabove willtantamount to selling leasing or disposing-off the whole or substantially the whole ofthe Undertakings at Navsari as envisaged under the provisions of Section 180 of theCompanies Act 2013. Accordingly as required under the provisions of Section 180(1)(a)and other applicable provisions of the Companies Act 2013 Rules made thereunder and SEBI(LODR) Regulations 2015 and other applicable provisions as amended the specialresolution will be proposed for the approval of the shareholders at the ensuing AnnualGeneral Meeting.
The requisite disclosures on COVID-19 under Regulation 30 of SEBI Listing Obligations& Disclosure Requirements (LODR) has already been given as Notes to the Accounts &Management Discussions & Analysis. These details are also available on theCompanys website at www.mafatlals.com under "Financials & Disclosures"section.
While the disruption in economic activities arising from the COVID-19 pandemiccontinues to adversely affect the current economic outlook but with the availability ofvaccines the aggressive push by the health authorities across the country to drivevaccinations and the greater level of preparedness within the health infrastructure fordealing with subsequent waves of the pandemic the overall business environment in the newfiscal looks better compared to financial year gone by. The Directors of the Company areof the view that while the short-term outlook is unfortunately not encouraging the mediumto long term outlook for the economy looks far better. This positive view is alsoreflected in the assessments of the International economic community as well as manyIndian economists.
A more detailed analysis of the financial results of the Company is given in theManagement Discussion and Analysis Report which forms part of this report.
3. Borrowings Loans Guarantees and Investments
During the year under review despite the liquidity crunch the Company has repaid itslong term borrowings amounting to ` 4562.87 Lakhs consistent with the specifiedrepayment schedules. The Company also raised loan funds of ` 5000.00 Lakhs to partfinance its working capital requirments as well as operating liabilities arising frompayments made under VRS and related liabilities.
In accordance with the guidelines of Reserve Bank of India financial institutionsprovided relief to borrowers from the adverse effects of the complete lockdown for theperiod from April 2020 to August 2020 in the wake of the COVID-19 pandemic. The Companyopted for the relief available and availed a moratorium of ` 253.72 Lakhs inclusive ofprincipal and interest liabilities as agreed with Banks.
The Company expresses gratitude to all the Banks and Financial Institutions for theircontinuing support and faith in the Company. The Company has not granted any loan givenany guarantee or made any investments as referred to in Section 186 of the Companies Act2013. During the year under review the Company has subscribed to 200000 equity sharesof ` 10/- each at par of Vrata Tech Solutions Private Limited as initial subscription.The Company further subscribed to 250000 equity shares of ` 10/- each at par.Accordingly the Companys investment in the said wholly owned subsidiary stands at450000 equity shares valued at ` 10/- for each share.
Besides in compliance of the terms of borrowings made during the year under reviewthe Company has invested and subscribed to a further 20000 equity shares of ` 100/- eachat par in the share capital of the Janata Sahakari Bank Ltd. (JSB)
4. Credit Rating/s
During the year Acuite Rating & Research Limited has vide letter dated 31stMarch 2021 assigned the credit rating "ACUITE BBB-" with Stable Outlook for thelong term facilities having tenure of more than one year and "ACUITE BBB-"/"ACUITE A3" for short term facilities having tenure up to one year.
In the same period Credit Analysis & Research Limited (CARE) has vide letter dated6th October 2020 assigned the credit rating "CARE BB+" with StableOutlook for the long term facilities having tenure of more than one year and "CAREBB+" /"CARE A4+" for short term facilities having tenure up to one year.
Both the Credit Rating letters with justification of ratings are posted on andavailable on the Companys Website at www.mafatlals.com under "Financial &Disclosures" section.
In view of the Losses for the financial year ended 31st March 2021continuing since previous years the Board of Directors regret their inability torecommend any dividend for the year 2020-21 and hence have not recommended/proposed thedeclaration of any dividend.
6. Restructuring of Promoters Shareholding & reclassification of Promotersholding;
As approved by the shareholders in the 106th Annual General Meeting held on10th September 2020 and subsequently approval by the BSE Limited where theCompanys shares are listed Vishad P Mafatlal Public Charitable Trust No.1 which wasa part of the promoters group was re-classified as non-promoters/public category duringthe year under review. The said shareholder has thereafter disposed-off their holdingsin open market.
7. Details of changes of Directors and Key Managerial Personnel ;
During the year under review Mr. Priyavrata H Mafatlal a Whole Time Director of theCompany was re-designated and appointed as Managing Director & Chief Executive Officerof the Company w.e.f. 1st July 2020 for his remaining term of currentappointment which is valid till 31st October 2021.
Further as recommended by the Nomination and Remuneration Committee (NRC) the Boardhas subject to the approval of the members of the Company at the ensuing Annul GeneralMeeting (AGM) re-appointed Mr. Hrishikesh A Mafatlal as Executive Chairman and Mr.Priyavrata H Mafatlal as Managing Director & Chief Executive Officer of the companyfor a further period of five 1st November 2021 till 31st October2026. The requisite resolutions are proposed for their re-appointment in the Noticeconvening the 107th AGM of the Company.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Hrishikesh AMafatlal Executive Chairman is liable to retire by rotation and being eligible offershimself for re-appointment and the same is proposed for approval at the ensuing 107 thAGM of the Company.
8. Employee Stock Option Scheme 2017 and the changes in capital;
The shareholders of the Company at 103rd Annual General Meeting held on 2ndAugust 2017 consented for creation of 695000 employee stock option pool under MafatlalEmployee Stock Option Plan 2017 by way of Special Resolution. The Board of Directors ofthe Company has as per the recommendation of the NRC approved "Mafatlal EmployeesStock Option Plan 2017". Thereafter NRC has at their meeting held on 10thNovember 2017 approved the grant of 138000 options to certain senior managementemployees. Further NRC had made a second grant on 1st August 2019 to certainexecutives aggregating to 318000 options. The exercise price under the first grant is `322.70/- per option and ` 78.65/- per option under the second grant. There have been nofurther grants subsequently.
As at 31st March 2021 48000 options remained outstanding out of thefirstgrant and 204500 options remained outstanding from the second grant of 318000options. During thefinancialyear ended March 31 2021 126000 options lapsed due toresignations of the grantees (employees) (corresponding number of options lapsed as onMarch 2019 and March 2018 were 56000 options and 10000 options respectively) and thusstand forfeited. These options were cumulated back into the Option Pool and are thereforeavailable for further grants in future.
Two of the option grantees (employees) have exercised a total of 11500 options vestedto them under second grant. Accordingly the Company has on 10th February2021 allotted 11500 equity shares of ` 10 each at an exercise price of 78.65/- peroption. There has been no exercise of vested options as of date other than stated above.
Pursuant to the aforesaid exercise of options and allotment of 11500 equity sharesthe subscribed and paid-up equity shares capital of the Company has changed from `1391.22 lakhs to ` 1392.37 lakhs consisting of 13912886 equity shares of ` 10/- eachto 13924386 equity shares of `10/- each and the share premium account was credited withthe share premium of ` 10.93 lakhs. The detailed information on capital and reserves areprovided in the attached audited accounts of the Company.
The further disclosures as required under SEBI Employee Share Based BenefitsRegulations 2016 and other applicable provisions are provided in Annexure III tothis report along with other disclosures.
9. Subsidiaries Associates and Joint Ventures :
The financial position of the subsidiary companies are given in the Notes toConsolidated Financial Statements. The Company does not have any material subsidiary. ThePolicy on Material Subsidiary framed by the Board of Directors of the Company is availableon https://www.mafatlals.com/wp-content/uploads/2017/08/policy_on_materiality_of_subsidiary.pdf.
The audited accounts of Vrata Tech Solutions Private Limited a wholly owned subsidiary(WOS) and Mafatlal Services Limited a subsidiary of the Company for the year ended 31stMarch 2021 are placed on the Companys website www.mafatlals.com and is also openfor inspection by any member at the Registered Office of the Company on all working days(Monday-Friday) during working hours and the
Company will make available these documents upon request by any member of the Companywho may be interested in obtaining the same. During the year under review the Company hassurbscribed to the paid-up share capital of Vrata Tech Solutions Private Limited (WOS) andthe investment in the said WOS stands at 45000 equity shares of ` 10/- each at an issueprice of ` 10/- each.
As reported earlier Al Fahim Mafatlal Textiles LLC (UAE) remained non-operational andsince there was no foreseeable beneficial future the Board of Directors of the Companyand the JV Partner decided for voluntary winding-up/closure of that entity. The Companyhad also written to the Ministry of Commerce Department of Economic Development Dubaithat there was no operation of the said JV Company from 2016. Accordingly we have notapplied for renewal of license to continue to operate the business there. The auditedaccounts of that JV Company are not available and the same are not consolidated with theAccounts of the Company from the FY 2018-19 and onwards.
The Company does not have "Deposits" as contemplated under Chapter V of theCompanies Act 2013. Further the Company has not invited or accepted any such depositsduring the year ended 31st March 2021.
11. Internal Financial Controls
The existing internal financial controls are adequate and commensurate with the naturesize complexity of the Business and the Business Processes followed by the Company. TheCompany has a well laid down framework for ensuring adequate internal controls overfinancial reporting. Such Internal Financial Controls have been reviewed by IndependentExperts to ensure its effectiveness and they have confirmed that such controls areadequate and operating effectively.
12. Directors Responsibility Statement
As required under the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors state that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and proper explanations relating to material departures if any have beengiven; (ii) The directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for the period under review;
(iii) The directors have taken proper and sufficient care for the maintenance ofadequate provisions of this Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(iv) The directors have prepared the annual accounts on a going concernbasis;
(v) The directors have laid down internal financial controls to be followedfinancialcontrols are by the Company and that such internal adequate and operatingeffectively.
(vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
13. Industrial Relations
The relations between the employees and the Management have remained cordial andharmonious during the year under review. There were 998 (1753 in previous year) permanentemployees on the payroll of the Company as on 31st March 2021.
During the year Company faced the extreme necessity to reduce its permanent fixed costto reduce the losses. As a strategic step towards this direction Company entered into aMemorandum of Understanding with Workers Union at its manufacturing unit situated atNadiad to reduce its permanent workforce by adopting Voluntary Retirement Scheme (VRS).
During the year the Company also re-aligned the Organization Structure as a strategicstep to bring synergy across functions implement principles of lean management and alsoreduce fixed costs. For long term future of the company the Company has always believedthat people are the key enablers to bring the turnaround and secure growth withprofitability. It continues to believe so and reflects that belief in its human resourcesmanagement policies and practices.
The properties and insurable interests of your Company like buildings plant andmachinery stocks etc. are adequately insured by the Company. Further disclosures on RiskManagement in the Company have been made under the Corporate Governance Report which formspart of this report.
15. Corporate Social Responsibility (CSR):
Mafatlal Industries Ltd. a part of Arvind Mafatlal Group has been fulfilling itscorporate social responsibilities for over 50 years much before
CSR has been prescribed statutorily. Our work in this domain has been focused onpoverty alleviation health care education for young children and womens upliftmentin rural India. In conformity with the provisions of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 theCompany has a CSR Committee which presently comprises of Mr. Hrishikesh A. Mafatlal whois the Chairman of the said Committee Mr. Atul Kumar Srivastava and Mr. Sujal Shah bothare Independent Directors.
Based on the recommendations of the CSR Committee the Board of Directors haveformulated a CSR Policy encompassing the Groups and the Companys philosophyunderlying its CSR activities and laid down the guidelines and mechanisms for undertakingsocially relevant programs in conformity with the statutory provisions. This policy isposted on the website of the Company and available on web link https://www.mafatlals.com/wp-content/uploads/2017/08/corporate_social_responsibility_policy.pdf.
As per the provisions of Section 135 read with the Section 198 of the Companies Act2013 due to losses incurred by the Company over the years there is no CSR obligation forthe year 2020-21. Accordingly there were no meetings of the CSR Committee held during theyear. The statutory disclosures with respect to CSR is annexed hereto forming part ofthis report.
During COVID-19 pandemic time the Company has made contributions of aggregating to `21.00 Lakhs to PM Care Fund CM Relief Funds of Gujarat & Maharashtra (` 7.00 Lakhseach).
16. Related Party Transactions
There are no materially significant related party transactions undertaken by theCompany during the year. The Companys policy for Related
Party Transactions is posted on the website of the company and is available athttps://www.mafatlals.com/wp-content/uploads/2017/08/ related_party_policy.pdf.
The details of all the transactions with the related parties are disclosed in Notesforming part of financial statements annexed to the financial statements for the year2020-21 and further annexed as part of this report in AOC 2.
All the Related Party Transactions entered into by the Company are in the ordinarycourse of business and on an arms length basis for which requisite prior approvalsfrom the Audit Committee and the Board of Directors were obtained. None of the relatedparty transactions required approval from shareholders.
17. Management Discussion and Analysis Report and Corporate Governance Report
As required under Schedule V (B) and (C) of the SEBI (LODR) Regulations 2015"Management Discussion and Analysis Report" as well as "CorporateGovernance Report" are attached herewith and marked as Annexure I & II respectivelyand the same form part of this Directors Report.
Further during the year under review the Company has complied with all the mandatoryrequirements of the Corporate Governance. A certificate from the statutory auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underSEBI (LODR) Regulations 2015 as amended is annexed to the Report on CorporateGovernance.
18. Other Statutory Disclosures
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review no complaint has beenreceived in respect of sexual harassment. The Company makes requisite disclosures incompliance of the applicable provisions of the said Act and Rules made thereunder.
There has been no occurrence of any fraud/s in the Company nor any fraud/s reported bythe auditors of the Company during the year. Besides it is pertinent to note here thatthere has been no change in nature of business during the year under review and no Orderhas been passed by any Regulator or Court or Tribunal which can impact the going concernstatus of the Company and its Operations in the future.
Further there has been no issue of equity shares with differential rights as todividend voting or otherwise and there were no buy back of shares.
The other statutory disclosures pursuant to Sections 134 135 188 197 and otherapplicable provisions of the Companies Act 2013 read with related Rules are attachedherewith and marked as Annexure III.
19. Statutory Auditors & Audit Report
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Rules made thereunder M/s. Price Waterhouse CharteredAccountants LLP (Firm registration No.012754N/N500016) were appointed as statutoryauditors of the Company for a period of five years by the members of the Company at 103rdAnnual General Meeting (AGM) officefrom the to hold conclusion of 103rd AGMtill the conclusion of 108th AGM. Thereafter at 104th AGM themembers have approved the continuation of their appointment for balance term till theconclusion of 108th AGM. It may be noted that pursuant to the amendedprovisions of Section 139 (as amended by the Companies Amendment Act2017) ratificationof statutory auditors appointment is not required at every Annual General Meeting.Accordingly resolution for yearly ratification of appointment has not beenproposed/required.
The specific notes forming part of the Accounts referred to in the AuditorsReport read with the notes to financial statements as referred to therein areself-explanatory and give complete information and addresses the observations if any. TheAuditors Report does not have any qualification or reservations or adverse comments.Further the observation/s made therein read with concerned Notes to financial statementsprovide sufficient information and need no clarification. So no further report withrespect thereto.
20 Secretarial Auditor and Secretarial Audit Report
The Board of Directors of the Company has in compliance with the provisions of Section304(1) of the Companies Act 2013 and Rules made in this behalf appointed Mr. Umesh VedCompany Secretary in practice to carry out Secretarial Audit of the Company for thefinancial
2020-21. The Report of the Secretarial Auditor is annexed to this Report as AnnexureIV. The Audit report does not have any qualification or reservations. The Companyfiled some forms/intimations with some delay due to technical & other issuesinadvertently with additional fees as applicable and accordingly complied with therequisite requirements. Besides this the report provides clarification so no furtherexplanations or comments are required/given in this report with respect thereto.
21 Cost Audit
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with relevantrules made thereunder maintenance of cost records for Companys "Textiles"products is required and accordingly such accounts and records are made and maintained bythe Company. The cost audit for the year 2019-20 was carried out in time and the CostAudit Report with requisite data in the prescribed form CRA-4 has already been filed withMinistry of Corporate Affairs (MCA) within the permissible time last year.
Further in accordance with the said applicable provisions the audit of the costrecords of the Company for the year 2020-21 relating to the "Textiles" productsmanufactured and traded by the Company is being carried out by Cost Auditor Mr BhalchandraC. Desai Cost the due date with the Ministry of Corporate AffairsAccountant.TheCostAuditReportwillbefiled in due course of time after the same is approvedby the Board of Directors of the Company within the permissible timeline.
22. Internal Auditor
M/s. Aneja Associates a reputed firm of Chartered Accountants are the InternalAuditors of the Company. The Audit Committee of the Board of Directors in consultationwith the Internal Auditors formulate the scope functioning periodicity and methodologyfor conducting the internal audit.
The Directors wish to place on record their appreciation of the devoted services of theworkers staff and the officersand for their continued contribution to your Company. TheDirectors also express its appreciation to Companys customers business associatesservice providers and suppliers and other stakeholders for standing by the Company duringthese challenging times.
For and on behalf of the Board
HRISHIKESH A. MAFATLAL
Date: 26th May 2021 and amended on10th June 2021
Mafatlal Industries Limited (CIN L17110GJ1913PLC000035) 301-302 Heritage Horizon 3rdFloor Off: C G Road Navrangpura Ahmedabad 380009.Tel: 079 26444404-06 Fax: 07926444403 Email: firstname.lastname@example.org Website: www.mafatlals.com