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Maris Spinners Ltd.

BSE: 531503 Sector: Industrials
NSE: N.A. ISIN Code: INE866D01010
BSE 00:00 | 06 Jul 65.95 -0.20
(-0.30%)
OPEN

69.30

HIGH

69.30

LOW

65.00

NSE 05:30 | 01 Jan Maris Spinners Ltd
OPEN 69.30
PREVIOUS CLOSE 66.15
VOLUME 3202
52-Week high 169.90
52-Week low 46.10
P/E 3.49
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 69.30
CLOSE 66.15
VOLUME 3202
52-Week high 169.90
52-Week low 46.10
P/E 3.49
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Maris Spinners Ltd. (MARISSPINNERS) - Director Report

Company director report

MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members

Your Directors are pleased to present the Forty Second Annual Report together with theAudited Financial Statements for the year ended March 31 2021. The Management Discussionand Analysis is also included in this Report.

1. COMPANY PERFORMANCE

Maris Spinners Limited (Your Company) is a leading spinning mill manufacturing highquality yarn for the domestic market with interests in Wind Energy Generation for captiveuse. The company has its headquarters at Chennai. The Gross Revenue from operations stoodat Rs. 10864.78 lakh compared with 12507.49 lakh lakh during the Previous Year. TheOperating Profit/(loss) before tax stood at 922.63 lakh as against Rs. (317.47) lakhduring the Previous Year. The Net Profit/(Loss) for the year stood at Rs. 656.94 lakhagainst Rs. (206.76) lakh reported during the Previous Year.

Due to COVID 19 pandemic there was slump in sales from the beginning of March 2020which was further compounded due to country wide lockdown implemented from the secondfortnight of March 2020 and till second quarter of 2020. This impacted the businessoperations of the Company significantly.

The Company resumed operations at its manufacturing plants in a phased manner as perthe directives of Central Government and respective State Governments by strictly adheringto the standard operating procedures.

The Company is navigating through these unprecedented times by building stronger anddeeper relationships with consumers and its partners. The Company is supporting variousGovernment Initiatives and helping communities around to fight the pandemic.

2. FINANCIAL HIGHLIGHTS

Rs. in lakh

PARTICULARS 2020-21 2019-20
i Revenue from operations 10864.78 12507.49
ii Profit before exceptional items/extraordinary items and tax 922.63 -317.47
iii Exceptional and extraordinary items
iv Profit/Loss before tax 922.63 -317.47
v Tax adjustments
For Current year 158.35
Relating to previous year
Deferred Tax 95.74 -102.38
MAT credit entitlement -7.69
vi Other comprehensive income -19.28 8.32
Profit (Loss) after tax 656.95 -206.76
vii Earnings per share 8.04 -2.53

3. DIVIDEND

Your Directors are recommending a dividend of Rs. 1/- per share subject to approval ofthe members at the ensuing Annual General Meeting.

4. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules 2015by the Ministry of Corporate Affairs (MCA) on 16 February 2015 the company has adoptedIND AS (Indian Accounting standards) from the financial year 2017-18.

5. ANALYSIS AND REVIEW

Industry conditions and Review of operations

The Indian textile industry witnessed sluggish growth during the course of the year.During the year under review your company was able to maintain its performance due tostable cotton prices yarn price through dedicated efforts aimed at improving operationalefficiency focus on optimal product mix and effective cost saving practices.

Company Outlook

The Company expects the cotton price to remain volatile as this is evident from thetrend during the last quarter of the financial year 2020-21.

The overall global economic outlook is not encouraging due to the prevailing COVID 19pandemic. The Company is making all efforts to reduce costs and rationalize operations tohave a positive effect.

Opportunities and Risks

The Indian textile and apparel industry has been adversely impacted in short to medium-term due to lockdown and lower consumer spends. The sector is reeling under liquiditycrisis and cost pressure due to un-precedented damage caused by COVID-19.

The cotton price is subject to climatic conditions and market volatility. The probableimpact of climatic conditions in current year is expected to have a bearing on the cottonprices.

Exports may partly get affected due to global sentiments and COVID-19. Power shortageand Labour shortage (migrantion of labour force due to COVID 19) are major concerns whichcould have impact on operations of the Industry. Higher inflation cost of Raw Materialviz. cotton and price of finished product viz. yarn would have adverse impact on profitmargin of the company.

6. FINANCE AND ACCOUNTS

The financial statements have been prepared in accordance with Indian AccountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder section 133 of the Companies Act 2013 (the "Act") and other relevantprovisions of the Act.

There is no auditor's qualification in the financial statements for the year underreview.

7. LISTING

The Equity Shares of your Company are listed at BSE Limited Mumbai (BSE). The listingfees to the Stock Exchange and custodian fees to depositories viz. NDSL and CDSL have beenpaid within time by the Company.

8. CORPORATE GOVERNANCE

As per Regulation 17 of the Listing Regulation with the Stock Exchanges a separatesection on Corporate Governance practices followed by the Company together with acertificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.

9. EXTRACT OF ANNUAL RETURN

The Extract of Annual return in Respect of LAST YEAR is placed in the website of theCompany the web link is www.maris.co.in. Annual Return for the current year 2021 will beplaced in the website after the general meeting is over and MGT 7 is filed with MCA.

10. SHARE CAPITAL

The company's paid up capital as on 31-3-2021 was 8172360 Equity Shares of Rs. 10 each.The Board of Directors at their Meeting held on 9-6-2021 forfeited 247600 partly paidequity shares pertaining to 130 shareholders for non-payment of allotment money after theissue of Final Notice to the defaulting shareholders for payment of allotment money (Rs. 5towards allotment money and Rs. 5 towards premium payable on the shares). The allotmentmoney was due since 1996 and the Company has sent many reminders for payment of allotmentmoney. The company's paid up capital consequent to forfeiture of shares has is Rs.79247600/-

11. DIRECTORS

During the year Mr. A Harigovind [DIN 06428975 retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment.

Mr. Adithya Raghuraman [DIN 08172745] was appointed as additional director at the Boardmeeting held on 9.06.2021 whose appointment will be regularized at the ensuing AnnualGeneral Meeting. Mr. Mr. Adithya Raghuraman is appointed as Whole Time Director at itsmeeting held on 30.06.2021 for a period of 3 years from that date and his re-appointmentis included in the Notice of the ensuing Annual General Meeting.

Mr. T Raghuraman [DIN 01722570] wholetime director re-appointment has been approved bythe Board at its meeting held on 30.06.2021 for a period of 3 years from that date and hisre-appointment is included in the Notice of the ensuing Annual General Meeting.

12. BOARD EVALUATION

During the year a formal process for annual evaluation of performance of Board itscommittees and directors was carried out as per the criteria laid down by the Nominationand Remuneration Committee pursuant to the provisions of the Companies Act 2013 (C A2013) and Clause 49 of the Listing Agreement as applicable at that time.

The criteria of evaluation of Board and its Committees were founded on the structurecomposition Board Management relationship effectiveness in terms of roles andresponsibilities and processes encompassing the information flow and functioning. Theguiding standards for the assessment of performance of Directors (including theindependent Directors) their attendance and participation at Board Meetings sharing oftheir relevant domain expertise and networkings in other forums the strategic inputs anddemonstration towards governance compliances .

For evaluation of performance of the Chairman additional aspects like Institutionalimage buildings proving guidance on strategy and performance maintaining an effectiveand healthy relationship between the Board and the Management were taken intoconsideration . The evaluation was carried out through a structured methodology approvedby the Nomination and Remuneration Committee after ensuring that the aspects under each ofthe laid down criteria are comprehensive and commensurate with the size of the Board andthe Committee.

13. KEY MANAGERIAL PERSONNEL

The following are the key managerial personnel of the Company:

Sr No. Name of the person Designation
1 Mr. Anandkumar Rengaswamy Managing Director
2 Mr. A.Harigovind Wholetime Director and Chief Financial Officer
3 Mr. N Sridharan Company Secretary and Compliance Officer

14. NUMBER OF MEETINGS OF THE BOARD

During the year five meetings of the Board of Directors were held on 29th May 202030th June 2020 10th August 2020 11th November 2020 and 12th February 2021.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.

16. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances.

17. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 are not attracted. Thus disclosure in form AOC - 2 is notrequired. Further there are no material related party transactions during the year underreview with the promoters Directors or Key Managerial Personnel.

The Company has developed a Related Party Transactions framework through StandardOperating Procedures for the purpose of identification and monitoring of suchtransactions.

All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a quarterly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to Omnibus approval areaudited by the Risk Assurance Department and a statement giving details of all RelatedParty Transactions are placed before the Audit Committee and Board for review and approvalon a quarterly basis.

18. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statements in terms of Section 134 (3)(c) of the Companies Act 2013.

(i) that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31 2021 and of the profit of the Company forthe year ended on that date.

(ii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iii) the annual accounts have been prepared on a going concern basis;

(iv) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(v) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Company's policy on appointment and remuneration including criteria fordetermining qualifications positive attributes and independence are provided in theCorporate Governance Report forming part of this Report. The policy is given as AnnexureD.

20. AUDITORS'

a. STATUTORY AUDITORS

Mr. Vijayakumar Janadri Chartered Accountant Bangalore (Membership No. 222127) hasbeen appointed as Statutory Auditors of the Company at the AGM held on 22.09.2017 to holdoffice until the conclusion of Annual General Meeting for the year 2022 is eligible to beappointed as statutory auditor of the Company for a period of 5 years and he has completedfour years at the ensuing AGM. As required under the provisions of Section 139 of theCompanies Act 2013 the Company has obtained written confirmation that the appointmentif made would be in conformity with the limits specified in the said Section.

b. COST AUDITOR

As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost recordsrelating to textile mill every year.

The Board of Directors on the recommendation of Audit Committee has appointed M/s A.Gopala Iyengar Cost Accountants as Cost Auditor to audit the cost accounts of the Companyfor the financial year 2021-22. As required under the Companies Act 2013 a resolutionseeking member's approval for the remuneration payable to the Cost Auditor forms part ofthe Notice convening the Annual General Meeting.

c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Mr. V.K. Shankararamann Company Secretary inPractice (PCS .No. 5255) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure - B and forms an integral part of thisReport.

There is no secretarial audit qualification for the year under review.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s S.N.S. AssociatesChennai a reputed firm of Chartered Accountants. The main thrust of internal audit is totest and review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board.

22. RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks.

Some of the risks that the Company is exposed to are:

Financial Risks

Given the interest rate fluctuations the Company has adopted a prudent andconservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well asfinished goods. The Company proactively manages these risks through inventory managementand proactive vendor development practices. The Company's reputation for quality productdifferentiation and service coupled with existence of powerful brand image with robustmarketing network mitigates the impact of price risk on finished goods.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations includingthe Competition Act. The company is mitigating these risks through regular review of legalcompliances.

Human Resource Risks

Retaining the existing talent pool and attracting new talent are major risks.

The Company has initiated various measures including rolling out strategic talentmanagement system training and integration of learning and development activities.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The compliance under CSR is not applicable for the year under review & for thecurrent year 2021-22 the CSR provisions are being applicable.

24. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

25. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of business.

The Company has a structured induction process at all locations and managementdevelopment programs to upgrade skills of managers. Objective appraisal systems based onKey Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing enhancing and retaining top talent throughSuperior Learning & Organizational Development. This is a part of Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.

27. COMPOSITION OF AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee is as under and isalso included in the Corporate Governance Report. The present Director / Member are givenbelow:

NAME OF DIRECTOR/MEMBER

Sri. S. Swaminathan - Chairman

Sri. S. Kalyanaraman

Sri. Parag H Udani

28. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is re-constituted with effect from 30.06.2021and the details are as under and also included in the Corporate Governance Report. Thepresent Director / Member are given below:

NAME OF DIRECTOR/MEMBER

Sri. S. Kalyanaraman - Chairman

Sri. S. Swaminathan

Sri. Parag H Udani

29. PREVENTION OF INSIDER TRADING

The Company is having a code for prevention of Insider Trading with a view to regulatethe trading in securities by the Directors and designated employees of the Company. Thecode requires pre-clearance of for dealing in the company's shares and prohibits thepurchase or sale company's shares by the Directors and designated employees while inpossession of unpublished price sensitive information in relation to the Company.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and future operationsof the Company.

31. STATUTORY INFORMATION

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134 (3) (m) of the Companies Act 2013 read withthe Rule 8 (3) of the Companies (Accounts) Rules 2014 is given as Annexure to thisReport.

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and forming part of the Director's Report for the year ended March 31 2020 is given in aseparate Annexure to this Report. The statement containing information as required underRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of this Annual Report. In terms of the first proviso to Section 136of the Act the Report and accounts are being sent to the shareholders excluding theaforesaid statement which is open for inspection at the Registered Office of the Company.Any shareholder interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has zero tolerance for sexual harassment at its work place and has adopteda Policy on prevention prohibition and redressal of sexual harassment at the work placein line with the Provisions of the Sexual Harassment of Women at Workplace(PreventionProhibition and Redressal) Act 2013 and the Rules there under for preventionand redressal of complaints of sexual harassment at workplace. The following is a summaryof sexual harassment complaints received and disposed off during the year 2020-21;

1. Number of complaints received during the year Nil
2. No of complaints disposed off Nil

Acknowledgement

Your Directors thank the Banks Customers Government Authorities Suppliers andShareholders for their support. Your directors also place on record their appreciation forthe committed services by the employees of the Company.

By Order of the Board

ANANDKUMAR RENGASWAMY T. JAYARAMAN
Managing Director Director
Place : Chennai A. HARIGOVIND N. SRIDHARAN
Date : 30.06.2021 Chief Financial Officer Company Secretary
and Complaince Officer

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