Your Directors are pleased to present the Thirty-Sixth (36th) Annual Report on thebusiness and operation of the Company together with Audited Statement of Accounts for theyear ending March 31st 2020.
Rs in Lakhs
| ||Consolidated ||Standalone |
|Particulars ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Total Revenue ||28814.95 ||30097.49 ||28814.95 ||30094.05 |
|Profit Before Tax (PBT) ||2377.24 ||2269.00 ||2307.33 ||2174.43 |
|Exceptional Items ||152.99 ||- ||152.99 ||- |
|Provision for Tax ||641.80 ||769.89 ||634.25 ||766.06 |
|Profit After Tax (PAT] ||1888.43 ||1499.11 ||1826.07 ||1408.37 |
|Other Comprehensive Income (Net of Tax) ||3.51 ||75.84 ||3.51 ||75.84 |
|Total Comprehensive Income for the period ||1891.94 ||1574.95 ||1829.58 ||1484.21 |
|Appropriations || || || || |
|Transfer to General Reserve ||1600.00 ||1400.00 ||1600.00 ||1400.00 |
|Surplus carried to the next year's account ||(205.77) ||(347.26) ||181.54 ||102.41 |
OVERVIEW OF COMPANY PERFORMANCE
2019-2020 has been a challenging year with unfavorable macros slowdown in industrialactivities and the COVID-19 Pandemic. Your company has however managed to remain stable inface of all adversaries by shifting its focus to introducing newer and better products inthe market diversify its product portfolio to make it more in line with Global PPE needsimprove profitability and build a universal brand of superior quality products.3338.32
During the year under consideration your company's continuing focus on strengtheningits front end operations has achieved a Standalone Income of Rs. 28814.95 Lakhs andprofit after tax of Rs. 1826.07 Lakhs as against Rs. 30094.05 Lakhs and Rs. 1408.38Lakhs respectively for the previous year. The Consolidated Income and Profit after tax ofthe company for the year was Rs. 28814.95 Lakhs and Rs. 1888.43 Lakhs as against Rs.30097.49 Lakhs and Rs. 1499.27 Lakhs respectively for the previous year.
The paid up Equity Share Capital as at March 31st 2020 was Rs. 624.00 Lakh. During theyear under review the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity.
TRANSFER TO RESERVE
Your Company has transferred an amount of Rs. 1600.00 Lakhs to the General Reserve forthe financial year ended March 31st 2020.
Your Board has recommend dividend of Rs. 2.00 per share for the financial year endedMarch 31st 2020 i.e. 20% on an Equity Share of Rs. 10 each. The dividend if approved bythe shareholders at the ensuing Annual General Meeting shall be paid to thoseshareholders whose names appear in the Register of Members as on Book C)osure Date. Totaldividend of 20% for the year 2019-20 would absorb Rs. 124.80 Lakhs.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provision of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unc)aimed for a period of seven years from the date of its transfer tounpaid/ unc)aimed dividend account is required to be transferred by the Company toInvestor Education and Protection Fund (IEPF) established by the Central Government underthe provisions of Section 125 of Companies Act 2013. Pursuant to the provisions ofSection 124(5) of the Companies Act 2013 your Company has transferred Rs. 15765.60/-during the year to the Investor Education and Protection Fund. This amount was lyingunc)aimed/ unpaid with the Company for a period of 7 (Seven) years after Declaration ofFinal Dividend for the Financial Year ended 2011-12
Further during the year the Company has transmitted 916 Equity Shares of the Companyinto the DEMAT Account of the IEPF Authority held with NSDL in terms of the provisions ofSection 124(6) of the Companies Act 2013 and the IEPF Authority (Accounting AuditTransfer and Refund) Rules 2016 as amended from time
to time. These Equity Shares were the Shares of such 10 Shareholders whose unc)aimed/unpaid dividend pertaining to Financial Year 2011-12 had been transferred into IEPF andwho had not encashed their dividends for 7 (Seven) subsequent Financial Years. Individualreminders were sent to concerned Shareholders advising them to encash their dividend andthe complete List of such Shareholders whose Shares were due for transfer to the IEPF wasalso placed on the website of the Company www.mallcom.in. Concerned Shareholders may stillc)aim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5available on www.iepf.gov.in.
The voting rights on shares transferred to the IEPF Authority shall remain frozen untilthe rightful owner c)aims the shares. The shares held in such DEMAT account shall not betransferred or dealt with in any manner whatsoever except for the purposes of transferringthe shares back to the c)aimant as and when he approaches the Authority. All benefitsexcept rights issue accruing on such shares e.g. bonus shares split consolidationfraction shares etc. shall also be credited to such DEMAT account. Any further dividendreceived on such shares shall be credited to the IEPF Fund.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this Report.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the company. Your Companycontinues to be one of the leading Personal Protective Equipment Manufacturer in thecountry.
The Company has two subsidiary companies namely Mallcom VSFT Gloves Pvt. Ltd. andMallcom Safety Pvt. Ltd. The Company regularly monitors the performance of thesecompanies.
The Consolidated Profit and Loss Account for the period ended 31st March 2020includes the Profit and Loss Account for the subsidiaries for the complete Financial Yearended 31st March 2020. The Consolidated Financial Statements of the Company including allsubsidiaries duly audited by the statutory auditors are presented in the Annual Report.The consolidated financial statements have been prepared in strict compliance withapplicable Accounting Standards and where applicable the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as prescribed by the Securities and ExchangeBoard of India.
A Report on Performance and Financial Position of each of the Subsidiaries in FormAOC1 is annexed herewith as Annexure - A of this report. The annual accounts of thesubsidiary companies and the related detailed information shall be made available toShareholders of the Company upon request and it shall also be made available on thewebsite of the Company at www.mallcom.in. The annual accounts of the subsidiary companiesshall also be kept for inspection by any shareholder in the head office of the Company andthe respective offices of its subsidiary companies.
The policy for determining material subsidiaries as approved may be accessed from theCompany website at the www.mallcom.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Artic)es of Association of the company Mr. Giriraj Kumar Mall (DIN 01043022)Director of the Company retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for reappointment. The Board recommends his re-appointmentfor the consideration of the Members of the Company at the ensuing Annual General Meeting.
Further pursuant to Regulation 17(1)(c) of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 the Board of Directors of Top 2000 listed entities bymarket capitalisation must consist of a minimum of 6 Directors. Accordingly The Boardupon the recommendation of the Nomination and Remuneration Committee w.e.f. 1st April2020 appointed as Additional Directors Mr. Arindam Bose (DIN: 05202786) (Non-ExecutiveNon-Independent) and Mr. Gaurav Kumar Choudhary (DIN :01 729690) (Non-ExecutiveIndependent) to hold office till the ensuing AGM. The Board recommends their appointmentas Directors for the approval by the Shareholders of the Company at the ensuing AGM. TheCompany has received consent in writing from both to act as Director in Form DIR-2 andintimation in Form DIR-8 to the effect that they are not disqualified u/s 164(2) to act asDirectors.
AH Independent directors have given Declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. In theopinion of the Board all the Independent Directors of the Company possess the attributesof integrity expertise and experience as required.
During the year under review no other changes took place in the Board of Directorsexcept retire by rotation and further re-appointment of Mr. Giriraj Kumar Mall asNon-Executive Non-Independent Director.
A Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 obtained fromM/s. Rakhi Dasgupta and Associates Practicing Company Secretaries has been annexed asAnnexure - D of this report.
DIRECTORS' RESPONSIBILITY 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 2020 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) They 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 to be followed by the company thatare adequate and were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of theapplicable laws and these are adequate and are operating effectively.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2019-20 the Board of Directors of the Company met 4 (Four)times on 25th May 2019 13th August 2019 12th November 2019 10th February 2020.Pursuant to the requirements of Schedule IV to the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate Meeting ofthe Independent Directors of the Company was held on 10th February 2020 without thepresence of Non-Independent Directors and members of the management to review theperformance of Non-Independent Directors and the Board as a whole the performance of theChairperson of the company and to assess the quality quantity and timeliness of flow ofinformation between the Company management and the Board.
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 inter alia dealswith the manner of selection of Director and 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. The Nomination and Remuneration Policy of the Company is availableon the website of the Company at www.mallcom.in under the "Codes & Policies"tab.
As per the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the formal annual evaluation wascarried out for the Board's own performance its committee & Individual directors.Board Evaluation provides an opportunity to remind directors of the importance of groupdynamics and effective board and committee processes in fulfilling board and committeeresponsibilities. The evaluation sets the standards of performance and improves theculture of collective action by Board. It also improves teamwork by creating betterunderstating of Board dynamics board-management relations and thinking as a group withinthe board. The manner and detail in which evaluation was carried out is stated in theCorporate Governance Report which is annexed and forms a part of this report.
CODE OF CONDUCT
The Company's code of conduct is based on principle that business should be conductedin a professional manner with honesty and integrity and thereby enhancing the reputationof the Company. The Code ensures lawful and ethical conduct in all affairs and dealings ofthe Company. The Company's Policy on Code of Conduct is available on the website of theCompany at www.mallcom.in under the "Codes & Policies" tab.
Audit Committee of the Board of Directors of the Company comprised of 3 (Three)Members namely Mr. R.P. Singh Mr. Giriraj Mall and Dr. Barsha Khattry. Two-third of thembeing Independent Directors and the other Non-Executive Director. Mr. R.P. Singh anIndependent Director was the Chairman of the Audit Committee. The Board accepted therecommendations of the Audit Committee whenever made by the Committee during the year.Further details about the committee and its operations are provided in the CorporateGovernance Report which forms part of the Annual Report and is annexed to this report.
EXTRACT OF ANNUAL RETURN
A copy of the Annual Return of the Company containing the particulars prescribed u/s 92of the Companies Act 2013 as they stood on the c)ose of the financial year i.e. 31stMarch 2020 is furnished in ANNEXURE - B and forms part of this Report.
Pursuant to Section 139 of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 the members of the Company in its 32nd Annual General Meetingapproved the appointment of M/s. S. K. Singhania & Co Chartered Accountants as theStatutory Auditors of the Company to hold office until the conclusion of the ensuing 36thAGM.
The Report given by M/s. S. K. Singhania & Co Chartered Accountants on thefinancial statements of the Company for the financial year 2019-20 forms part of thisAnnual Report. There is no qualification reservation or adverse remark or disc)aimer intheir Report. During the year under review the Auditors had not reported any matter underSection 143 (12) of the Act.
As per provisions of Section 139 of the Companies Act 2013 the Board of Directors intheir meeting heald on 31st July 2020 have proposed appointment of M/s. S. K. Singhania& Co Chartered Accountants as Statutory Auditors to hold office for a second term of5 (Five) years from the conclusion of the 36th AGM till the conclusion of the 41st AGM.The Board recommends their appointment for consideration of the Members of the Company atthe ensuing Annual General Meeting.
DISCLOSURE ON MAINTENANCE OF COST RECORDS
The Company made and maintained the Cost Records under section 148 of the CompaniesAct 2013 (18 of 2013) for the Financial Year 2019-20.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company had appointed M/s. Rakhi Dasgupta & Associates Company Secretariesin practice to undertake the Secretarial Audit of the Company for the financial year2019-20. The Secretarial Audit report forms part of this Report as Annexure - C-1. TheSecretarial Audit Report does not contain any qualification reservation and adverseremark.
Further the Secretarial Audit Reports of the Company's unlisted subsidiaries for thefinancial year 2019-20 forms part of this Report as Annexure - C-2
Further pursuant to Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Secretarial Audit Reports of the Companies materialunlisted subsidiaries for the financial year 2019-20 forms part of this Report as Annexure- C-2
A Secretarial Compliance Report for the financial year ended 31st March 2020 oncompliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunderwas obtained from M/s. Rakhi Dasgupta & Associates Secretarial Auditors and dulysubmitted to BSE Ltd.
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 Requirements] Regulation 2015 are given inthe notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties for the year under review were onarm's length basis and in the ordinary course of business and the provision of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form A0C2 in terms of Section 131 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. The Company's policy onRelated Party Transaction is available on the website of the Company at www.mallcom.inunder the "Codes & Policies" tab.
The details of related party disclosure under the relevant accounting standard frompart of the notes to the financial statement provided in the Annual Report.
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.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of Companies Act 2013 read with rules made there under theDirectors have constituted a Corporate Social Responsibility Committee. As part of itsinitiative under Corporate Social Responsibility the company has contributed for thepurpose of scheme as provided in CSR Policy.
The CSR Policy may be accessed on the Company's website at www.mallcom.in under the"Codes & Policies" tab and further details about the initiatives undertakenby the Company on CSR during the year under review have been appended in Annexure - E tothis Report.
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 2020 as per Regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms a part of this Annual Report. The requisite Certificate fromPracticing Company Secretary for confirming the compliance with the conditions ofCorporate Governance is annexed to the Report.
Risk Management has always been an integral part of the corporate strategy whichcomplements the organizations capabilities with business opportunities robust planningand execution. structured risk management system permits the management to take calibratedrisks which provides a holistic view of the business wherein risks are identified in astructured manner from Top down to Bottom up approach. A key factor in sustainable valueis the risk that the company is willing to take and its ability to manage them effectivelyIn line with new regulatory requirements the Company has framed a Risk Management Policyto identify the key risk areas monitor and report compliance and effectivenessAppropriate actions pursuant to the Policy from time to time are taken to mitigate adverseimpact of various Risks which may adversely affect the performance of the Company. TheRisk Management Policy of the Company may be accessed on the Company's websitewww.mallcom.in under the "Codes & Policies" tab.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has robust Internal Financial Controls Systems in place commensurate withthe size and nature of its business which facilitates orderly and efficient conduct ofits business including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of the accountingrecords and timely preparation of reliable financial information. The internal controlsystem ensures compliance with all applicable laws and regulations and facilitates theoptimum utilization of available resources and protects the interests of all stakeholders.The internal control systems are monitored and evaluated by the internal auditors andtheir audit reports are reviewed by the Audit Committee of the Board at periodicintervals. The details of the internal control system and adequacy are covered inManagement Discussion and Analysis Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company a Whistle blower policy in place whereby a forum is available for allEmployee(s) business associate(s) engaged with the Company who can report any fraudirregularity wrong doing and unethical behaviour. The Policy provides that the Companyinvestigate such reported matters in an impartial manner and take appropriate action toensure that requisite standards of confidentiality professional and ethical conduct arealways upheld. Any complaint received under policy is put forward to the Chairman of theAudit Committee. The Whistle Blower Policy may be accessed on the Company's websitewww.mallcom.in under the "Codes & Policies" tab.
At Mallcom our constant endeavour is to establish strong systems and processes thatwill enable increased employee engagement drive right performance behaviours and buildcapabilities to support organizational growth. We consider our employees as the mostvaluable resource and ensure strategic alignment of Human Resource practices to businesspriorities and objectives. The Company routinely organizes workshops and seminars focussedon creating a harmonious work environment promoting ethical practices and strengtheningthe drive for high level performance. The company does not have any employee of thecategory as specified in Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Disclosure pertaining to remuneration and other detailsas required under Section 197 (12) of the Companies Act 2013 read with Rules 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin Annexure - F
During the year under review the company has been assigned Long Term Rating of BBB+(stable) by ICRA Limited.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARRASMENT OF WOMEN AT WORKPALCE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
As per the requirement of the Act the Company has in place a policy on prevention ofsexual harassment of women which provides for the protection of women employees at theworkplace and for prevention and redressal of complaints. The Policy may be accessed onthe Company's website www.mallcom.in under the "Codes & Policies" tab.During the year no complaints were received.
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 G.
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.
Your Directors wishes to place on record their sincere appreciation to employee at alllevel for their hard work dedication and commitment towards Company's operations andperformance. Your Directors also wish to place on record their gratitude for the valuableassistance and co operation extended to the Company by the Central Government StateGovernments banks institutions investors and customers.
|Date: July 31 2020 ||For and on behalf of the Board |
|Reg. Office: || |
|EN-12 Sector-V ||Ajay Kumar Mall |
|Salt Lake City ||Chairman and Managing Director |
|Kolkata-700091 ||(DIN: 00470184) |