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Mafatlal Industries Ltd.

BSE: 500264 Sector: Industrials
BSE 00:00 | 31 Jan 57.95 0.35






NSE 05:30 | 01 Jan Mafatlal Industries Ltd
OPEN 59.90
VOLUME 11811
52-Week high 81.60
52-Week low 30.71
P/E 9.32
Mkt Cap.(Rs cr) 409
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 59.90
CLOSE 57.60
VOLUME 11811
52-Week high 81.60
52-Week low 30.71
P/E 9.32
Mkt Cap.(Rs cr) 409
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mafatlal Industries Ltd. (MAFATLAIND) - Director Report

Company director report


The Members

Mafatlal Industries Limited

Your Directors present the 108th Annual Report together with the AuditedStatement of Accounts for the financial year ended 31 st March 2022.


The financial results of the Company are as under:

Particulars Current Year Previous Year
2021-22 2020-21
Revenue from operations 98711.93 60219.49
Other Income 6436.79 3564.71
Total Income / revenues 105148.72 63784.20
EBIDTA 7667.43 (1112.32)
Depreciation 1567.07 1705.06
Finance costs 1859.39 2210.27
Profit (Loss) before Exceptional Items (write off/provisions/impairment losses) 4240.97 (5027.65)
Exceptional items (net) (1016.72) (4083.38)
Profit (Loss) before taxes 3224.25 (9111.03)
Tax (Expense) / benefits (295.14) (264.39)
Profit (Loss) after taxes 2929.11 (9375.42)


The financial year 2021-22 was one of the most encouraging in the recent past. Thepandemic-induced challenges of Financial Year 2020-21 were followed by a demand surge inIndia’s textile sector. A part of the surge was on account of ‘revenge’buying indicating a release of pent-up consumer demand and a part of the surge was onaccount of a restructuring of the global textile sector supply chain away from China. Theresult of this restructuringwasthatIndiaemergedastheprincipalbeneficiaryon account of itsextensive textile value chain organized manufacturing sector and responsiveness.

The outcome of this contextual landscape is that your Company benefited significantlyduring market-facing advantage with strategic cost control that had been initiated duringthe previous financial year. These initiatives comprised a prudent rationalisation in theCompany’s permanent work force through a Voluntary Retirement Scheme. Thisfacilitated the evolution of the company towards an asset-light model marked by lowerpeople overheads and liabilities .

Following a creditable performance the Company capitalised on market demand andgenerated an increase in market share. The result is that the company deliveredappreciable sales growth and improved operating performance for the financial year underreview.

During the financial year under review the Company reported Total Income of Rs.105148.72 Lakhs EBITDA (Earnings before Interest Depreciation Tax & Amortisation)of Rs. 7667.43 Lakhs and a Net Profit of Rs. 2929.11 Lakhs (including an ExceptionalLoss of Rs. 1016.72 Lakhs). The Company reported a 64% increase in Total Income about789% growth in EBITDA and about 131% in Net Profit aided by improved operationalperformance and by continued non-core asset monetization initiatives.

During the Financial Year 2020-21 the Company entered into a Memorandum ofUnderstanding with the workers’ union at the Nadiad manufacturing unit to rationalisethe size of the permanent workforce through a fair and equitable Voluntary RetirementScheme (VRS). Under this scheme your

Company recognised Rs. 114.30 Lakhs as compensation payable as an Exceptional Item thatwas expensed from theProfit& Loss Account in

FY 2021-22.

The Company also carried out a COVID-19 impact assessment on its liquidityrecoverability and carrying asset value during the financial year under review. Based onsuch an assessment your Company recognised an impairment loss of Rs. 902.42 Lakhs as anExceptional Item.

During the financial year under review your Company sought to strengthen its businessand capitalize on the opportunities presented by a pandemic-affected world. The Companyundertook a series of initiatives to strengthen the effectiveness of its manufacturingoperations; it improved the inventory turnaround time and widened its marketing cumdistribution network. The Company encountered a steep increase in the raw material pricesof commodities like polyester by about 25% cotton by almost 40% coal by almost 50% andspecialty chemicals by about 10%-15% which was partially off-set by increase in sellingprices.

(The requisite disclosures on COVID under Regulation 30 of SEBI LODR has already beengiven which is also available on the Company’s website at under"Investors" section) While the Covid-19 pandemic continues to impact the broadeconomic outlook the availability of vaccinations and enhanced preparedness have combinedto make the business outlook more hopeful comparedtothefinancialyear 2020-21. TheDirectors of your Company are of the view that while the short-term outlook continues tobe stable the medium to long-term outlook appears optimistic on account of enhanceddisposable incomes higher consumer aspirations increased social media influence andlower price-sensitivity among consumers.

A further analysis of the financial results of the Company is provided in theManagement Discussion and Analysis Report which forms a part of this report.


During the financial year under review your Company repaid long-term borrowingsamounting to Rs. 2454.68 Lakhs. Your Company expresses gratitude to all the banks andfinancial institutions for having stood by the Company for its growth financingrequirements. Company has not granted any loan given any guarantee or made anyinvestments as referred to in Section 186 of the Companies Act 2013.


During the financial year under review Acuite Rating & Research Limited assignedthe credit rating ‘ACUITE BBB-‘with Stable Outlook for long-term facilities witha tenure of more than one year and ‘ACUITE BBB-‘ /’ACUITE A3’ forshort-term facilities with a tenure of up to one year.

During the financial year under review Credit Analysis & Research Limited (CARE)assigned a credit rating of ‘CARE BB+’ with a Positive Outlook for long-termfacilities with a tenure of more than one year and ‘CARE BB+; Positive’/’CARE A4+’ for short-term facilities with a tenure of up to one year.

A detailed analysis of the financial results has been provided in the ManagementDiscussion and Analysis Report which forms a part of this report.


In view of the losses incurred from the financial year 2016-17 to financial year2020-21and also recognizing the need to conserve cash to address working capital needsthe Board of Directors of your Company did not recommend any dividend for the year underreview.


Pursuant to the applicable provisions of the Companies Act 2013 (‘the Act’)read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (‘the IEPF Rules’) during the year unpaid orunclaimed dividend amounting to Rs. 601437 was transferred by the Company to theInvestor Education and Protection Fund (‘IEPF’) established by the Governmentof India. Further a total of 124683 shares was transferred to the demat account of theIEPF in accordance with IEPF Rules as the dividend was not paid or claimed by theshareholders for seven years. Details of the shares and dividend transferred to the IEPFaccount is available on the website of the Company at


During the financial year 2021-22 your Company made an allotment of 147000 equityshares of Rs. 10/- each at an issue (exercise) price of Rs. 78.65 per share under theMafatlal Employee Stock Option Scheme – 2017. Accordingly the subscribed and paid-upequity share capital of the Company increased from Rs.1392.37 lakhs to Rs.1407.13 lakhscomprising 14071386 equity shares of Rs 10/- each.

There was no issue of equity shares with differential rights related to the dividendvoting or otherwise and there was no buyback of shares.


Pursuant to the requirements of the Companies Act 2013 Mr. Priyavrata H Mafatlal (DIN02433237) retires by rotation at the ensuing Annual

General Meeting and being eligible offers himself for re-appointment .

The Board recommends the appointment / re-appointment of the above Director forapproval. The brief details of the Director proposed to be appointed / re-appointed asrequired under Regulation 36 of SEBI Listing Regulations are provided in the Notice ofAnnual General Meeting.


Your Company received annual declarations from all Independent Directors of theCompany confirming that they meet the criteria of ‘independence’ provided inSection 149(6) of the Companies Act 2013 and Regulations 16(1)(b) & 25 of the SEBI(Listing Obligations and Disclosure Requirements)

Regulations 2015. There was no change in the circumstances which could affect theirstatus as Independent Director during the financial year.

The Independent Directors met on 28th March 2022 without the attendance ofNon-Independent Directors and members of the management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman of the Company took into account the views of ExecutiveDirectors and Non-Executive Directors; it assessed the quality quantity and timeliness ofinformation flow between the Company’s management and the Board necessary for theBoard to effectively perform their duties


Pursuant to the provisions of Section 134 (3) of the Companies Act 2013 and theapplicable regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Independent Directors evaluated the performance of Non-IndependentDirectors and Chairperson of the Company after considering the views of the Executive andNon-Executive Directors the Board as a whole and assessed the quality quantity andtimeliness of flow of information between the Company’s management and the Board.

The Nomination and Remuneration Committee evaluated the performance of every Director .The Board of Directors adopted a formal mechanism for the evaluation of its performance aswell as that of its committees and Individual Directors including the Chairman of theBoard.

The Independent Directors were regularly updated on the industry and market trendsplant processes and the operational performance of the Company through presentations .


The Company’s policy on Directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act is available on the website of the Companyat


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 applied them consistentlyand made judgements or estimates reasonable and prudent to provide a fair view of thestate of the Company’s affairsat the end of the financial year and of the loss ofthe Company for the period under review.

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a ‘going concern’basis.

(v) The Directors have laid down financial controls to be followed by the Company andthat such effectively.

(vi) The Directors have devised systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.


During the financial year under review Mr. Ashish Karanji Company Secretary andCompliance Officer resigned. In his place Mr. Amish Shah was appointed as CompanySecretary and Compliance Officer with effect from st April 2022. Mr. RaghunathPresident & Business Head was appointed as Chief Executive Officer (CEO) with effectfrom1 st April 2022. Mr. Priyavrata H. Mafatlal who was performing the twinduties of Managing Director and Chief Executive Officer (CEO) of the Company till 31stMarch 2022 is continuing as Managing Director after the appointment of Mr. Raghunath asCEO of the Company.


The shareholders of the Company at 103rd Annual General Meeting held on 2ndAugust 2017 consented to the creation of 695000 Employee Stock Option pool under theMafatlal Employee Stock Option Plan 2017 by way of a Special Resolution. The Board ofDirectors as per the recommendation of the Nomination and Remuneration Committee (NRC)approved Mafatlal Employees Stock Option Plan 2017. The NRC granted 456000 equity sharesoptions in two tranches to certain senior management employees. NRC made a third optiongrant on 27th May 2022 to certain executives aggregating 320000 equityshares at Rs. 181 each share. As on 31st March 2022 38000 options remainedoutstanding out of the first grant and 57500 options remained outstanding from the secondgrant. During the financial year ended March 31 2022 10000 options lapsed due toresignations of grantees (employees) (corresponding number of options lapsed as of March2021 and March 2020 were 126000 options and nil options respectively) and stoodforfeited. These options were cumulated back into the Option Pool and are available forgrants.

Eleven of the option grantees (employees) exercised 147000 options vested to themunder the second grant. Accordingly the Company has on 29th July 2021 1stNovember 2021 and 14th February 2022 allotted 147000 equity shares ofRs.10/- each at an exercise price of Rs. 78.65. There has been no exercise of vestedoptions as of date other than stated above.

Pursuant to the aforesaid exercise of options and allotment of 147000 equity sharesthe subscribed and paid-up equity share capital of the Company changed from Rs. 1392.37lakhs to Rs. 1407.07 lakhs consisting of 13924386 equity shares of Rs.10/- each to14071386 equity shares of Rs.10/- each and the share premium account was credited witha share premium of Rs. 163.45 lakhs.

The detailed information on capital and reserves are provided in the attached auditedaccounts of the Company.

The further disclosures as required under SEBI Employee Share Based BenefitsRegulations 2016 and other applicable provisions are provided in ANNEXURE- D tothis report with other disclosures.


The financial position of the subsidiary companies is 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 isavailable on

The audited accounts of Vrata Tech Solutions Private Limited and Mafatlal ServicesLimited subsidiaries of the Company for the financial year ended 31st March2022 have been placed on the Company’s website and alsoopen for inspection by any member at the

Registered Office of the Company on all working days (Monday-Friday) during the workinghours between 3.00 pm to 5.00 pm. The Company will make available these documents onrequest by any member of the Company who may be interested in obtaining the same.

During the financial year under review vide passing a Special Resolution by theshareholders at the Extra Ordinary General Meeting held on 18th January 2022Vrata Tech Solutions Private Limited issued 128572 equity shares of Rs.10/- each at apremium of Rs. 72.66 to Shrija Trust – a promoter family trust on a preferentialbasis thereby diluting your company’s equity investment by 20% of the issued equityshare capital.

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 Company and the joint venture partner decided for a voluntarywinding-up/closure of that entity. The Company wrote to the Ministry of CommerceDepartment of Economic Development Dubai that there was no operation of the said jointventure company from 2016. Accordingly we have not applied for a renewal of license tocontinue to operate the business there. The audited accounts of that JV company are notconsolidated with the Accounts of the Company from the FY 2018-19 onwards.

The statement containing salient features of the financial statement of subsidiarycompanies (Pursuant to firstproviso to sub-section (3) of Section

129 read with rule 5 of Companies (Accounts) Rules 2014) is further annexed as part ofthe Notes forming a part of the Consolidated Financial Statement as FORM AOC-1.


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 depositduring the financial year ended 31st March 2022.


There are no material changes and commitments in the business operations of the Companyfor the financial year ended 31st March 2022 to the date of the signing of theDirectors’ Report.


The existing internal financial controls are adequate and commensurate with the naturesize processes followed by the Company. The Company has a well laid down framework forensuring adequate internal controls over financial reporting.


The relations between the employees and the management remained cordial and harmoniousduring the financial 948 (998 in the previous financial year) permanent employees on thepayroll of the Company as on 31st March 2022.


Mafatlal Industries Ltd. a part of the Arvind Mafatlal Group has been fulfilling itscorporate social responsibilities for more than 50 years much before CSR had beenstatutorily prescribed. Our work in this domain has focused on poverty alleviation healthcare education for young children and women’s uplift across rural India. Inconformity with the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company comprises aCSR Committee which comprises Mr. Hrishikesh A. Mafatlal who is the Chairman of the saidCommittee Mr. Atul Kumar Srivastava and Mr. Sujal Shah both are Independent Directors.

Based on the recommendations of the CSR Committee the Board of Directors formulated aCSR Policy encompassing the Group’s and the Company’s philosophy underlying itsCSR activities. It laid down the guidelines and mechanisms for undertaking sociallyrelevant programs in conformity with the statutory provisions. This policy is posted onthe website of the Company and available on web link of As per theprovisions of Section 135 read with the Section 198 of the Companies Act 2013 due tothe losses incurred by the Company over the years there was no CSR obligation 2021-22.Accordingly there were no meetings of the CSR Committee during the year. The statutorydisclosures with respect to CSR is annexed hereto as a Annexure-E which isforming a part of this report.


There are no materially significant related party transactions undertaken by theCompany during the financial year. The Company’s policy for related partytransactions is posted on the website of the company and available at

The details of all transactions with the related parties are disclosed in Notesforming a part of the financial statements annexed to the financial statements for2021-22 and annexed as a part of this report in AOC- 2 as an Annexure-A. Allthe related party transactions entered by the Company are in the ordinary course ofbusiness and on an arm’s length basis for which requisite prior approvals from theAudit Committee and the Board of Directors were obtained. None of the related partytransactions required approval from the shareholders.


As required under Schedule V (B) and (C) of the SEBI (LODR) Regulations 2015Management Discussion and Analysis Report as well as Corporate Governance Report areattached herewith and marked as Annexure I & II respectively and the same forma part of this Directors’ Report. The extract of the Annual Return is prepared inForm MGT-9 and available at


The details of Board meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms a part of this Report.


Details of the various committees constituted by the Board of Directors as per theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and the Companies Act 2013 are provided in the Corporate Governance Report and forms apart of this report.


The Company adopted a Whistle Blower Policy and established a necessary vigil mechanismfor employees and Directors to report concerns about unethical activities. No person wasdenied access to the Chairman of the Audit Committee. The said policy was uploaded on thewebsite of the Company at


There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company’s operations.


There were no loans or guarantees or investments given/ made by the Company underSection 186 of the Companies Act 2013 during the financial year ended 31stMarch 2022.


The Annual Return of the Company as on 31st March 2022 is available on thewebsite of the Company at


The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the said Act read with other applicable provisions. Internal Complaints Committees areconstituted and regularly redress complaints if any. During the financial year underreview no complaint was received in respect of Sexual Harassment from any employee of theCompany and necessary disclosure for the same has been given to the concerned governmentdepartments for respective locations.


Your Company has taken appropriate insurance for all assets against foreseeable perils.


The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards (SS) issued by the Institute of CompanySecretaries of India (ICSI) and such systems were adequate and operating effectively.


Business Risk Evaluation and Management is an on-going process within the organization.Your Company has a comprehensive risk management framework to identify monitor andminimize risks while identifying business opportunities.

As per Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 Risk Management Committee is applicable to top 1000 listed entitiesdetermined on the basis of market capitalization as at the end of the immediate previousfinancial year.

Since your Company does not feature in this list the said regulation is notapplicable.


During the financial year under review the Board of Directors of the Company reviewedall changes and adopted applicable policies to comply with the recent amendments in theCompanies Act 2013 and SEBI Regulations.

Accordingly the updated policies are uploaded on website of the Company



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 103rd AnnualGeneral Meeting (AGM) to hold officefrom the conclusion of the 103rd AGM tillthe conclusion of the 108th AGM.

M/s. Price Waterhouse Chartered Accountants LLP are eligible to be re-appointedfor fiveyearsin terms of provisions of secondtermof

Sections 139 and 141 of the Companies Act 2013. Accordingly the Board of Directors ofthe Company at their meeting held on 28th May 2022 on the recommendation of theAudit Committee and subject to the approval of the Shareholders of the Company at theensuing AGM approved the re-appointment of M/s. Price Waterhouse Chartered AccountantsLLP (Firm registration No.012754N/N500016) as Statutory

Auditors of the Companyforasecondtermoffive years i.e. from the conclusion of the 108 thAGM till the conclusion of the 113th AGM to be held in 2027.

The Company received written consent and a certificate of eligibility in accordancewith Sections 139 141 and other applicable provisions of the Companies Act and Rulesissued thereunder from M/s. Price Waterhouse CharteredAccountantsLLP.Theyconfirmedto holda valid certificate issued by the Peer Review Board of the Institute ofCharteredAccountants of India (ICAI) as required under listing regulations.

M/s. Price Waterhouse Chartered Accountants LLP Chartered Accountants (Firmregistration No.012754N/N500016) issued Auditors Report for the Financial Year ended 31stMarch 2022 and there are no qualifications in Auditors Report.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder Mr. Umesh Ved Company Secretary in practice was appointed to undertake theSecretarial Audit of the Company. The Secretarial Audit Report for financial year 2021-22is annexed which forms a part of this report as Annexure – III. There wereno qualifications reservation or adverse remarks given by

Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.


Pursuant to the provisions of Section 148 of the Companies Act 2013 read with relevantrules made thereunder maintenance of cost records for Company’s "Textiles"products is required and accordingly such accounts and records are made and maintained bythe Company. The Directors wish to inform that consequent to sudden demise of Mr.Bhalchandra C. Desai who was appointed as Cost Auditor to audit the cost records of theCompany for the financial year 2021-22 the Board of Directors on the recommendation ofthe Audit Committee on 28th March 2022 appointed M/s. B. Desai & Co.Cost Accountants (Firm Registration Number 005431) to fill the casual vacancy on aremuneration of Rs.437500/- (Rupees Four Lacs Thirty Seven Thousand Five Hundred only)per annum plus reimbursement of out-of-pocket expenses. M/s. B. Desai & Co. CostAuditor being eligible consented to act as the Cost Auditor of the Company for thefinancial year ended 2021-22. The resolution as a modification of the resolution of themembers passed at the107 th AGM is being placed before the members in aGeneral Meeting for the ratification of remuneration to be paid to M/s. B. Desai &Co. Cost Auditor towards the conduct of an audit of cost records of the Company for thefinancial year ended 2021-22 at Item No. 4 of the Notice convening the 108 thAGM. Further the Board of Directors on the recommendation of the Audit Committee on 28thMay 2022 also appointed M/s. B. Desai & Co. a firm of Cost Accountants as CostAuditor to conduct the audit of the cost records of the Company for the financial year2022-23 M/s. B. Desai & Co. being eligible has consented to act as the Cost Auditorof the Company for 2022-23 and also confirmed his independent status and an arm’slength relationship with the Company. As required under the Companies Act 2013 theremuneration payable to the Cost Auditors must be ratified by the members. Accordinglynecessary resolutions were included at Item No. 4 of the Notice convening the 108thAGM.


M/s. Aneja Associates a reputed firm of Chartered Accountants are the InternalAuditors of Directors in consultation with the Internal Auditors formulated the scopefunctioning periodicity and methodology for conducting the internal audit.


Information required under section 134 (3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is enclosed as ANNEXURE - B and forms part of thereport.


The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is enclosed as ANNEXURE - C and forms a part of the report.


The Directors wish to place on record their appreciation of the devoted services of theworkers staff and the officers for their continued contribution to your Company. TheDirectors also express appreciation to the Company’s customers business associatesbanks government departments agencies service providers suppliers and otherstakeholders for standing by the Company during these challenging times.

For and on behalf of the Board
Place: Mumbai Chairman
Date:28th May 2022 (DIN: 00009872)