Mallcom (India) Ltd.
|BSE: 539400||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE389C01015|
|BSE 00:00 | 09 Dec||208.95||
|NSE 05:30 | 01 Jan||Mallcom (India) Ltd|
|Mkt Cap.(Rs cr)||130|
|Mkt Cap.(Rs cr)||130.38|
Mallcom (India) Ltd. (MALLCOMINDIA) - Director Report
Company director report
Your Directors are pleased to present the Thirty-Fourth Annual Report on the businessand operation of the Company together with Audited Statement of Accounts for the yearending March 31st 2018.
(Rs. in Lakhs)
The above figures are extracted from financial statements as per Ind AS the companyhas followed the guidance as prescribed in Ind AS 101 first time adoption w.e.f.01.04.2017 as the transition date and IGAAP as the previous GAAP
OVERVIEW OF COMPANY PERFORMANCE
Over the last couple of years Mallcom has shifted its focus to improve itsprofitability introduce newer and better products in the market and build a universalbrand for superior quality products.
During the year under consideration the company with its continuing focus onstrengthening its front end operations has achieved standalone income of ' 24910.98Lakhs and profit after tax of ' 982.49 Lakhs as against ' 26110.96 Lakhs and ' 928.28Lakhs respectively for the previous year. The Consolidated Income and Profit after tax ofthe company for the year ' 24876.52 Lakhs and ' 844.54 Lakhs as against ' 25911.49 Lakhsand ' 1007.67 Lakhs respectively for the previous year.
The paid up Equity Share Capital as at March 31st 2018 was ' 624.00 Lakhs. During theyear under review the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes and commitments if any affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany to which the financial relate.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the company. Mallcom continues tobe one of the leading Personal Protective Equipment company in the country.
Your Board has recommended dividend of ' 2.00 per share for the financial year endedMarch 31st 2018 as against ' 2.00 per share (i.e. 20% on an equity share of ' 10/- each)for the previous financial year ended March 31st 2017. The dividend if approved by theshareholders at the ensuing annual general meeting shall be paid to those shareholderswhose name appear in the register of members as on book closure date. Total dividend of20% for the year 2017-18 would absorbed ' 124.80 Lakhs exlusive of dividend tax.
TRANSFER TO RESERVE
During the year under review your Company has transferred an amount of Rs. 825.00 Lakhto the General Reserves for the financial years ended on 31 st March 2018
TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF
Pursuant to the provision of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend/unclaimed amount is required to be transferred by the Company to InvestorEducation and Protection Fund (IEPF) established by the Central Government undertheprovisions of Section 125 of Companies Act 2013.
During the year under review the unclaimed dividend for the financial year 2009-10 hasbeen transferred to IEPF within its respective due date.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis forms part of this annual report and isannexed to this Report.
The Company is committed to adopt good corporate governance practices. The report onCorporate Governance for the financial year ended March 31st 2018 as per Regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Reguirements)Regulations 2015 forms a part of this Annual Report. The reguisite Certificate forconfirming the compliance with the conditions of Corporate Governance is annexed to thisReport.
The Company has two subsidiary companies namely Mallcom VSFT Gloves Pvt. Ltd. andMallcom Safety Pvt. Ltd. The Company regularly monitors the performance of such companies.The Company shall make available the annual accounts of the subsidiary companies to anymember of the Company who may be interested in obtaining the same.
The annual accounts of the subsidiary companies will also be kept open for inspectionat the registered office of the Company. Further the annual accounts of the subsidiariesare also available on the website of the Company www.mallcom.in. The consolidated financial statement presented by the Company includes the financialresults of its subsidiary companies.
Pursuant to the provision of Section 129(3] of the Companies Act 2013 a statementcontaining salient features of financial statement of the aforesaid Subsidiaries in FormAOC 1 is annexed herewith as Annexure - A of this report.
The policy for determining material subsidiaries as approved may be accessed from theCompany website at the www.mallcom.in .
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT 9 in compliance with Section 92 of theCompanies Act 2013 read with applicable Rules made there under is annexed herewith asAnnexureB. The extract of Annual Return may be accessed from the Company website atthe www.mallcom.in .
Pursuant to Section 139 of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 the members of the Company in its 32nc^ Annual GeneralMeeting approved the appointment of M/s. S. K. Singhama & Co Chartered Accountants(Firm Registration No. 302206E) as the Statutory Auditors of the Company to hold officeuntil the conclusion of 36^ AGM of the Company.
The Report given by M/s. S. K. Singhama & Co Chartered Accountants on thefinancial statements of the Company for the year 2018 is forming part of this AnnualReport. There has been no qualification reservation or adverse remark or disclaimer intheir Report. During the year under review the Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3)(ca) of the Act.
The Auditors' Report does not contain any qualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel] Rules 2014 the Boardhad appointed Ms. Anju Agarwal Practicising Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2017- 18. The Secretarial Auditreport is given as Annexure - C forming part of this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of Companies Act 2013 read with rules made there under thedirectors of Mallcom have constituted a Corporate Social Responsibility Committee. As partof its initiative under Corporate Social Responsibility the company has contributed forthe purpose of scheme as provided in CSR Policy.
The CSR Policy may be accessed on the Company website at www.mallcom.in and furtherdetails about the initiatives taken by the Company on CSR during the year under reviewhave been appended in Annexure D to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company www.mallcom.in .
Risk Management has always been an integral part of the corporate strategy whichcomplements the organizations capabilities with business opportunities robust planningand execution. A key factor in sustainable value is the risk that the company is willingto take and its ability to manage them effectively. In line with new regulatoryreguirements the Company has formally framed a Risk Management Policy to identify the keyrisk areas monitor and report compliance and effectiveness Appropriate actions pursuantto the Policy from time to time are taken to mitigate adverse impact of various Riskswhich may adversely affect the performance of the Company.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee (NRC] has adopted a terms of reference which interalia deals withthe manner of selection of Director and the Key Managerial Personnel of the Company. TheNRC recommends appointment of Director Chief Executive Officer and Manager based on theirqualifications expertise positive attributes and independence in accordance withprescribed provisions of the Companies Act 2013 and rules framed there under. The NRC isresponsible for identifying and recommending persons who are qualified to become directorsor part of senior management of the Company. Remuneration Policy for the members of theBoard and Executive Management has been framed the said policies earmark the principlesof remuneration and ensure a well balanced and performance related compensation packagetaking into account shareholders' interest industry practices and relevant corporateregulations in India.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Articles of Association of the company Ajay Kumar Mall (DIN: 00470184) Director ofthe company retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment. The Board recommend his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting. AllIndependent directors have given declaration that they meet the criteria of independenceas laid down under section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI(Listing Obligation and Disclosure Reguirements) Regulation 2015. During the year underreview there is no change in the Board of Directors of the Company.
CODE OF CONDUCT
The Company's Code of Conduct is based on the principle that business should beconducted in a professional manner with honesty and integrity and thereby enhancing thereputation of the Company. The Code ensures lawful and ethical conduct in all affairs anddealings of the Company.
As per the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Reguirements] Regulations 2015 the formal annual evaluation was carried outfor the Board's own performance its committee & Individual directors. The manner anddetail in which evaluation was carried out is stated in the Corporate Governance Reportwhich is annexed and forms a part of this report.
The Board met four times during the year the details of which are given in theCorporate Governance Report. The intervening gap between the Meeting was within the periodprescribed under the Companies Act 2013 and the SEBI (Listing Obligation and DisclosureReguirements] Regulation 2015.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The Particulars of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 and Schedule V of the Securities and Exchange Boardof India (Listing Obligation and Disclosure Reguirements] Regulation 2015 are given inthe notes to the Financial Statements.
RELATED PARTY TRANSACTIONS ALL transactions entered into with the ReLated Parties forthe year under review were on arm's Length basis and in the ordinary course of businessand the provision of Section 188 of the Companies Act 2013 and the RuLes made thereunderare not attracted. Thus disclosure in form AOC2 in terms of Section 131 of theCompanies Act 2013 is not required. Further there are no material related partytransactions during the year under review with the Promoters Directors or Key ManagerialPersonnel.
The Company has formulated a policy on dealing with ReLated Party transaction. ThePolicy is discLosed on the website of the Company www.maLLcom.in.
The detaiLs of reLated party discLosure from part of the notes to the financiaLstatement provided in the annuaL report.
PARTICULARS OF EMPLOYEES
Your Company has no empLoyee of the category as specified in RuLe 5(2) of the Companies(Appointment and Remuneration of ManageriaL PersonneL) RuLes 2014. DiscLosure pertainingto remuneration and other detaiLs as required under Section 197 (12) of the Companies Act2013 read with RuLes 5 (1] of the Companies (Appointment and Remuneration of ManagerialPersonneL) RuLes 2014 are provided in Annexure E.
Duringthe year under review the company has assigned Long Term Debt Rating of Fitch"IND BBB" with stable outLook and Short Term Rating of Fitch "IND A3+" for its Working Capital Bank borrowings.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARRASMENT OF WOMEN AT WORKPALCE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
The Company's policy on prevention of sexual harassment of women provides for theprotection of women employees at the workplace and for prevention and redressal of suchcomplaints. There were no complaints pending for the redressal at the beginning of theyear and no complaints received during the financial year.
During the financial year under review the company did not accept any deposit coveredunder Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits]Rules 2014.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details of the internal control system and adeguacy are covered in ManagementDiscussion and Analysis Report.
DIRECTORS' RESPOSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the year ended March 31st 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reason able and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit of the company for the year;
c) The directors have taken proper and sufficient care for the maintenance of adeguateaccounting 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 to be followed by the company thatare adeguate and were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of theapplicable laws and these are adeguate and are operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ASORPTION AND FOREIGN EXCHANGE
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3](m] of the Companies Act 2013 read withRule 8 of the Companies (Accounts] Rules 2014 is annexed herewith as Annexure F.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION
There were no significant and material order passed by the Regulators or Courts orTribunal during the year impacting the going concern status and the operations of theCompany in future.
The Board wishes to place on record their sincere appreciation to all the employees ofthe organisation for their hard work dedication and commitment towards the company'sperformance. Mallcom also wishes to place on record its gratitude for the valuableassistance and cooperation extended to the Company by the Central Government StateGovernments banks institutions investors and customers.
For and on behalf of the Board
Ajay Kumar Mall
Managing Director & CEO
Date: May 30 2018
Place : Kolkata