Your Directors are pleased to present the Thirty Second Annual Report of your Companyon business and operations along with the audited financial statements and the auditor'sreport of Maral Overseas Limited for the financial year ended 31st March 2021.
|Financial Results || ||(Rs. in Crore) |
|Particulars ||2020-21 ||2019-20 |
|Revenue from Operation ||632.02 ||675.95 |
|Profit before Interest & Depreciation ||61.42 ||24.83 |
|Less: Finance Cost ||16.55 ||15.70 |
|Profit before Depreciation & Amortisation ||44.86 ||9.13 |
|Less: Depreciation & Amortisation ||23.99 ||24.41 |
|Profit/(Loss) before Tax ||20.87 ||(15.28) |
|Less: || || |
|a) Current Tax ||5.77 ||- |
|b) Deferred Tax ||3.42 ||- |
|c) Taxes adjustment for earlier years ||(0.85) ||- |
|Profit/(Loss) after Tax ||12.53 ||(15.28) |
|Add: Opening Balance ||(31.98) ||(17.48) |
|Add: Transfer from Equity Component ||- ||- |
|Add: Other Comprehensive Income ||(1.04) ||0.78 |
|Balance at the end of the year ||(20.48) ||(31.98) |
Number of Meetings of the Board
Particulars of the meetings held during the year along with details regarding themeetings attended by the Directors forms part of the Corporate Governance Report. Thecomposition of the Board and its Committees has also been detailed in the Report onCorporate Governance.
In view of accumulated losses your Directors do not propose any dividend for thefinancial year ended 31st March 2021. The carry forward losses are not yetfully set off in the year under review therefore your Directors in compliance withCompanies Act 2013 and rule made thereunder do not recommend payment of dividend onCumulative Redeemable Preference Shares (CRPS) issued by the Company and the same hasalready been informed by the Directors in their previous reports. Your Directors furtherinform the members that the same will be paid once the accumulated loss would be wipedout.
Your Directors are hopeful that good performance by the Company during the year underreview would continue and your Company shall be able to meet its obligations.
Your Directors inform the members that during the year under review despiteunprecedented challenges including nation-wide lockdown (due to which the operations ofthe Company were suspended for nearly three months during the year) difficult marketconditions and global economic slowdown in both domestic and international markets yourCompany recorded reasonably good performance.
Your Directors inform the members that despite difficult market conditions yourCompany has maintained profitability in all segments. The Yarn Fabric and Garmentdivisions of your Company reported good performance during the year under review. TheCompany has undertaken cost optimization and rationalisation exercise to bring down thecost of operations and is also working continuously on improving product mix to improvemargins. Your Directors are hopeful that the current economic momentum will continue andwith the completion of ongoing capital expenditure and modernisation program your Companywould be able to significantly improve its performance and probability.
Your Company achieved a turnover of C632.02 Crore for the year ended 31stMarch 2021 against C675.95 Crore in the previous year ended 31st March 2020.Further the Company achieved an operational profit of C61.42 Crore as against C24.83Crore achieved in the previous year. The Company recorded a Net Profit of C12.53 Croresagainst a Net Loss of C15.28 Crore reported in the previous year.
During the period under review your Company recorded production of 15665 MT of greyyarn (16809 MT) 2219 MT of dyed yarn (2675 MT) 4121 MT of grey knitted fabric (4544MT) 5004 MT of processed fabric (5644 MT) and 32.21 Lakh pieces of garments (34.90 Lakhpieces).
During the year under review the Company's exports (FOB value) were to the tune ofC269.65 Crore (C316.47 Crores) and accounted for 42.66 % (46.79%) of the Company'sturnover. The yarn business accounted for 50.85% (51.12%) while knitted fabric and garmentbusiness accounted for 31.58% (31.85 %) and 17.57% (17.03%) respectively.
India's textiles sector is one of the oldest industries in the Indian economy datingback to several centuries. The industry is extremely varied with hand-spun and hand-woventextiles sectors at one end of the spectrum and the capital-intensive sophisticated millsector on the other end. The decentralised power looms/ hosiery and knitting sector formsthe largest component in the textiles sector. The close linkage of the textiles industryto agriculture (for raw materials such as cotton) and the ancient culture and traditionsof the country in terms of textiles makes it unique in comparison to other industries.India's textiles industry has a capacity to produce a wide variety of products suitablefor different market segments both within India and across the world. The textiles andapparel industry can be broadly divided in the following segments - yarn and fibre andprocessed fabrics and apparel. India is the world's second largest exporter of textilesand clothing. Increased penetration of organised retail favourable demographics andrising income level are likely to drive demand for textiles. Its inherent and uniquestrength is its incomparable employment potential. This is owing to the presence of theentire value chain from fibre to apparel manufacturing within the country. The textileindustry is expected to attract investment of about $120 billion by 2024-25 and createabout 35 million additional jobs in the process.
The year 2020 has however drastically impacted all sectors due to the ongoingpandemic. While some industries like the health sector have seen an upsurge others likethe aviation have plummeted to unforeseen lows. As we all know manufacturing and exportcame to an abrupt halt for complete two months due to Covid-19 lockdown. Despite this theIndian Textile industry has also adapted itself to the current market scenario. Theindustry accounts for 11% of Indian exports. Investment in Indian textile market is luringboth national and international players due to various factors. With the implementation ofthe Scheme for Integrated Textile Parks (SITP) Revised Restructured TechnologicalUpgradation Fund Scheme (RRTUFS) and the Amended Technology upgradation Fund Scheme(ATUFS) by the Ministry of Textiles India has minimised industry setup cost making itcost effective for small and medium-sized yarn manufacturers to enter the market. Loweringthe GST slab to 5% has also boosted the growth creating a business-friendly environment.Policies like "Make in India" are further promoting demand for Indianproducts for the national market and paving the way for new factory setup in the textileindustry.
Modernization and Expansion
During the second half of the financial year under review your Directors have planneda capital expenditure of C11.04 Crore for the financial year 2020-21 and B 39.00 Crore forthe for the financial year 2021-22 in Spinning Yarn Dying Processing EngineeringGarment and IT division besides other normal capital expenditure which were required forthe smooth operations of the Company.
During the year under review your Directors have also approved the setting up a newgarment manufacturing unit at a new location in Noida (U.P.) by setting up 300 new sewingmachines which involved a capital expenditure of C7.68 Crore approx. which is expected tostart production in the first quarter of the current financial year.
Your Directors are hopeful that with the implementation of the above programs yourCompany would be able to realise value addition as well as offer a wider range of productswith focus on quality.
Your Company is closely observing the current economic conditions and taking allmeasures to improve its performance.
Corporate Social Responsibility
Despite decades of reforms and government initiatives a large number of studentsdropped out of schools for lack of facilities for quality education. This phenomenonclearly shows the need for a distinctive approach to achieve the goals of providingquality education to children of this country. Quality education is the foundation ofimproving the lives of our citizens. Major progress has been made to achieve the goal ofproviding quality education at all levels. Your Company endeavours to provide the rightopportunities and environment for the development of a child by giving quality education.
It has always been the goal of the Company to stand at the forefront with regard toaccepting its social and environmental responsibility as a responsible corporate citizenfor us Corporate Social Responsibility (CSR) is an added opportunity to bring value toour stakeholders' lives and in a small possible way bring about a difference that we allwant to see.
Education represents the stepping stone to improving the quality of life especiallyfor the poor and the vulnerable. Access to quality education is fundamental to the growthof India. The ideology behind the corporate social responsibility initiatives taken ineducation this year is to transform lives through the continuous enhancement of knowledgeand empowerment.
In line with this commitment the Company is continuing with its prime motive toprovide free education to the students whose family were below the poverty line andbelonged to SC/ST/Tribal class in the vicinity of its factory in the state of MadhyaPradesh. Your Company fulfils the dreams of underprivileged girl children who are livingwith the hope that they will fulfil their dreams and aspirations.
The composition and terms of reference of the CSR Committee
are given in the Corporate Governance Report. The Annual Report on the CSR initiativeundertaken by the Company as per the Company (Corporate Social Responsibility Policy)Rules 2014 is annexed as Annexure I.
Pursuant to Section 92 of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return is available on the websiteof the Company on the following link : https://www.maraloverseas.com/Uploads/financial/annualreturn20-21.pdf
Directors and Key Managerial Personnel
Your Directors inform the member that Shri Shantanu Agarwal (DIN-02314304) JointManaging Director retires by rotation and being eligible offers himself forre-appointment.
During the year under review Mrs. Archana Capoor Independent Director of the Companywas re-appointed as Independent Director of the Company for a second term of five yearsstarting from 6th November 2020 to 5th November 2025 and ShriShantanu Agarwal was appointed as a Joint Managing Director of the Company for a period offive years without remuneration with effect from the 19th June 2020. YourDirectors inform the members that Shri Shekhar Agarwal Managing Director and CEO of theCompany was appointed as Chairman of the Board of the Company at its meeting held on 19thJune 2020.
Your Directors further inform the members that pursuant to the provisions of Section149(7) of the Companies Act 2013 a declaration has been received from the IndependentDirectors at the beginning of the financial year stating that they meet the criteria ofindependence as specified under sub-section (6) of Section 149 of the Companies Act 2013and Regulation 16(1) (b) and 25 (8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended form time to time.
During the year Shri Shekhar Agarwal Chairman & Managing Director and CEO ShriShantanu Agarwal Joint Managing Director Shri Atul Kumar Jain Chief Financial Officerand Shri Virendra Kumar Garg Company Secretary acted as Key Managerial Personnel of theCompany.
None of the Directors of the Company are disqualified as per the provisions of Section164 of the Companies Act 2013. Further none of the Directors are debarred from holdingthe office of Director pursuant to any SEBI Order or any other such authority. TheDirectors have made necessary disclosures as required under various provisions of theCompanies Act 2013.
Directors' Appointment and Remuneration Policy
Pursuant to the provision of Section 178 of the Companies Act 2013 and Schedule IIPart D a Nomination & Remuneration Policy had been framed for the appointment ofDirectors Key Managerial Personnel and Senior Management and fixation of theirremuneration. The Nomination and Remuneration Policy as framed is annexed as AnnexureII and forms part of this report.
Your Directors inform the members that the Nomination & Remuneration Committee aswell your Directors endeavour to follow the policy and all appointments at Board andSenior Management are considered at the meeting of the Committee and the Board.
Annual Evaluation by the Board
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 annual evaluation has been done by the Boardof its own performance its Committees and the individual Directors. The manner ofevaluation is mentioned in the Nomination and Remuneration policy which forms part ofBoard Report. Your Directors feel pleasure in informing the members that the performanceof the Board as a whole and its member individually was adjudged satisfactory.
Further every Independent Director of the Company is familiarized with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. through various programmes.
Particulars of Loans Guarantees or Investments
Details of loans guarantees and investments are given in the notes to the financialstatements at appropriate places.
Particulars of Contracts or Arrangements with Related Parties
All contracts / arrangements / transaction entered into the Company during thefinancial year with related parties were on arm's length basis and in the ordinary courseof business. During the financial year there was no material contract or arrangemententered into by the Company with any of the related parties. Your Directors draw attentionof the members to note 40 to the financial statement which contain particulars withrespect to related parties. The policy on dealing with the related party transactions asapproved by the Board of Directors is disclosed on the website of the Company under thefollowing link: https://www.maraloverseas.com/pdf/Related-Party-Transaction- Policy.pdf
Further prior omnibus approvals from the Audit Committee are obtained for thetransactions which are repetitive and normal in nature and in accordance with the RelatedParty Transactions policy. The disclosures are made to the Audit Committee and the Boardof Directors on a quarterly basis.
Maintenance of Cost Records
In terms of provisions of Section 148(1) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Central Government has mandatedcertain class of Companies to maintain cost records. Being a textile Company the Companyfalls under the prescribed class of Companies and maintains Cost Accounts and Recordswhich are also subject to Audit conducted by a Cost Auditor.
Significant and Material Orders Passed by the Regulators or Courts.
There was no significant and material order passed by the regulators or courts duringthe year under review.
Your Director inform the members the M/s. S.S. Kothari Mehta & Co. CharteredAccountants New Delhi (Firm Registration No. 000756N) and M/s. P. K. Deora & Co.Chartered Accountants New Delhi (Firm Registration No. 004167N) were appointed as JointStatutory Auditors of the Company at the 28th Annual General Meeting of theCompany held on 22nd September 2017 for a term of five years till theconclusion of 33rd AGM subject to ratification by members at every subsequentAnnual General Meeting.
Your Directors inform the members that in accordance with the amendment notified by MCAon 7th May 2018 the requirement of ratification of the appointment ofStatutory Auditors at every Annual General Meeting has been omitted and is no longerrequired. However the Statutory Auditors have confirmed their eligibility under section141 of the Companies Act 2013 and rules framed thereunder.
During the year the Auditors did not report any matter under Section 143 (12) of theAct; therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.The observations of the Auditors if any are explained wherever necessary in theappropriate notes to the accounts which forms part of this Annual Report. The AuditorsReport does not contain any qualification reservation or adverse remark disclaimer oremphasis of matter.
Pursuant to section 138 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the Company had appointed M/s GSA & Associates LLP Chartered Accountantand M/s Arvind Kaul and Associates Chartered Accountants as Internal Auditors of theCompany for the financial year 2020-21 pursuant to section 138 of the Companies Act 2013read with the Companies (Accounts) Rules 2014.
The role of internal auditors includes but is not limited to review of internalsystems standard operating procedures adherence to statutory laws & otheroperational norms as set by the management monitoring of implementation of correctiveactions required reviewing of various policies and ensure its proper implementation etc.
Pursuant to Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s.Pranav & Associates Company Secretaries as the Secretarial Auditor of the Companyfor the year ending 31st March 2021. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark. The Report of Secretarial Auditis annexed as Annexure III.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 textile companies are required to get their costrecords audited. In this connection the Board of Directors of the Company on thecommendation of Audit Committee had approved the appointment of M/s K. G. Goyal & Co.as the Cost Auditor of the Company for the year ending 31st March 2021.
The Company has identified various risks associated with its business. The Company hasadopted a risk management policy which acts as an effective tool in mitigating the variousrisks to which the businesses are exposed. The risk management policies cover areas suchas Environment Health & Safety Statutory Compliances and Returns Energy On TimePerformance Quality Commodity Pricing Outsourcing Budgeting and Planning GovernmentPolicies etc. The risks identified by the business are systematically addressed to theBoard through mitigating actions on a continuous basis. Further the policy aims atcreating and protecting shareholder value by minimizing threats and weaknesses andidentifying and maximizing opportunities. Pursuant to the policy your Directorsperiodically review the risks associated with the business or which threaten the prospectsof the Company.
Good Corporate Governance is more of a priority than a mere legal obligation. Itinvolves the commitment to run the business in the most ethical and transparent manner. Ithelps to build the confidence of the investors and to establish healthy relationship withall the stakeholders. Apart from mandatory practice the Company adopts various voluntarypractices to ensure transparency and accountability at the highest level. The Company'svision of achieving its objectives is in line with its consideration for environmentsafety and health of all people.
Report on Corporate Governance along with the Certificate of Auditors M/s. S.S.Kothari Mehta & Co. and M/s. P. K. Deora & Co. Chartered Accountants confirmingcompliance of conditions of Corporate Governance as stipulated under point E of Schedule Vof SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 as amendedforms part of this Annual Report.
Whistle Blower Policy
The Company in order to provide mechanism to disclose any unethical and improperpractice or any other alleged wrongful conduct or matter of concern in area of accountsfinance management operations employment or any other misconduct in the Company has aVigil Mechanism also known as Whistle Blower Policy.
The Company has appointed a nodal officer to whom the complaints can be made. Inexceptional cases an opportunity is provided to the Whistle Blower to make a direct appealto the Chairman of the Audit Committee.
The policy safeguards the whistle blower from being victimized. The policy has beendisclosed on the website of the Company the link of which is given hereunder:https://www.maraloverseas.com/pdf/Whistle_Blower_Policy.pdf
Management Discussion and Analysis Report
Management Discussion and Analysis Report as required by Schedule V of Regulation34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended forms part of this Annual Report.
Internal Control Systems
The Directors have laid down internal financial controls to be followed by your Companyand such policies and procedures are adopted by your Company for ensuring orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information.
The Audit Committee reviews the executive summary of the internal audit findings alongwith recommendations and management comments every quarter. Further the action takenreport/ compliances as discussed in the previous meeting is placed in the next meetingalong with a detailed report. The Internal Auditors also ensure proper compliance of allpolicies and Standard Operating Procedures (SOPs) adopted by the Company. InternalAuditors report directly to the Audit Committee of the Board.
The Company's internal control systems comprise of audit and compliance by in-housestaff supplemented by internal audit checks by the Internal Auditors.
Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Your Directors inform the members that your Company continuously evaluates variousenergy conservation measures in all areas of operation across all its manufacturingplants. The information required to be disclosed pursuant to Section 134(3) (m) of theCompanies Act 2013 read with the Rules 8(3) of the Companies (Accounts) Rules 2014 isgiven in Annexure -IV forming part of this Report.
Particulars of Employees
The information pursuant to Section 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the relevant statement is annexedas Annexure -V.
Further disclosures pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The relevant Statement is annexed as Annexure- VI.
Significant Material Changes after Balance Sheet Date Affecting Financial Position
There is no change or commitment which affects the financial position of the Companythat have occurred between the end of the financial year of the Company to which thefinancial statements relate i. e. 31st March 2021 and the date of Report 30thApril 2021.
Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Joint Ventures Subsidiaries and Associate Companies.
Your Company has not accepted any public deposit within the meaning of provisions ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there is no outstanding deposit due for re-payment.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
In line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has complied with provisions relating tothe constitution of Internal Complaints Committee for reporting concerns with regard tosexual harassment at workplace.
Your Directors inform the members that during the year under review the InternalComplaint Committee did not report any complaint with regard to sexual harassment underreview.
Directors' Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors state that:
a. in the preparation of the annual accounts the applicable Accounting Standards havebeen followed and no material departures have been made from the same;
b. appropriate accounting policies have been applied consistently and they have madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company on 31st March 2021 and of the profitand loss of the Company for the year ended on that date;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis.
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that the system to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
Disclosure of Accounting Treatment
The Company has followed the same accounting treatment as prescribed in the relevantIndian Accounting Standards while preparing the Financials Statements.
Compliance with Secretarial Standards
The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118 (10) of the Companies Act 2013.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:
I. Issue of equity shares with differential rights as to dividend voting or otherwise.
II. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
III. No amount has been transferred to general reserves during the year.
IV. There was no change in the nature of business of the Company.
V. There was no fraud found which has been reported to the Audit Committee / Boardmembers as well as to the Central Government.
Your Directors place on record their acknowledgement and sincere appreciation to allour clients customers vendors dealers bankers investors other business associatesCentral and State Governments for their continued support and encouragement during theyear and their confidence towards the management. Your Directors would also like to thankemployees at all levels for their hard work dedication and commitment.
| ||For and on behalf of the Board |
| ||-Sd/- |
| ||Shekhar Agarwal |
|Place:-Noida (U.P.) ||Chairman & Managing Director and CEO |
|Date: 30th April 2021 ||DIN -00066113 |