Your Directors are pleased to present the Forty First Report togetherwith the Audited Financial Statements for the year ended March 31 2020. The ManagementDiscussion and Analysis is also included in this Report.
1. COMPANY PERFORMANCE
Maris Spinners Limited (Your Company) is a leading spinning millmanufacturing high quality yarn for the domestic market with interests in Wind EnergyGeneration for captive use. The company has its headquarters at Chennai. The Gross Revenuefrom operations stood at Rs. 12507.49 lakh compared with Rs. 13251.97 lakh during thePrevious Year. The Operating Profit/(loss) before tax stood at Rs. (317.47) lakh asagainst Rs. 181.56 lakh during the Previous Year. The Net Profit/(Loss) for the year stoodat Rs.(206.76) lakh against Rs. 247.55 lakh reported during the Previous Year.
Due to COVID 19 pandemic there was slump in sales from the beginningof March 2020 which was further compounded due to country wide lockdown implemented fromthe second fortnight of March 2020. This impacted the business operations of the Companysignificantly.
The Company resumed operations at its manufacturing plant in phasedmanner as per the directives of Central Government and respective State Governments bystrictly adhering to the standard operating procedures.
The Company is navigating through these unprecedented times by buildingstronger and deeper relationships with consumers and its partners. The Company issupporting various Government Initiatives and helping communities around to fight thepandemic.
2. FINANCIAL HIGHLIGHTS
Rs. in lakh
|S.NO. ||PARTICULARS ||2019-20 ||2018-19 |
|i ||Revenue from operations ||12507.49 ||13251.98 |
|ii ||Profit before exceptional items/extraordinary items and tax ||-317.47 ||181.55 |
|iii ||Exceptional and extraordinary items ||- ||- |
|iv ||Profit/Loss before tax ||-317.47 ||181.55 |
|v ||Tax adjustments || || |
| ||For Current year ||- ||41.25 |
| ||Relating to previous year ||- ||- |
| ||Deferred Tax ||-102.38 ||-83.21 |
| ||MAT credit entitlement ||- ||-12.62 |
|vi ||Other comprehensive income ||8.32 ||11.41 |
| ||Profit (Loss) after tax ||-206.76 ||247.54 |
|vii ||Earnings per share ||-2.53 ||3.03 |
Owing to the uncertainty created by the unprecedented circumstances ofthe COVID-19 pandemic the Board of Directors has deemed it prudent not to declaredividend for FY20 in order to prioritize cash and maintain liquidity.
4. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS
Pursuant to the notification of the Companies (Indian AccountingStandard) Rules 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015 thecompany has adopted IND 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 courseof the year. During the year under review your company was able to maintain itsperformance due to stable cotton prices yarn price through dedicated efforts aimed atimproving operational efficiency focus on optimal product mix and effective cost savingpractices.
The Company expects the cotton price to remain static as this isevident from the trend during the last quarter of the financial year 2019-20.
The overall global economic outlook is not encouraging due to theprevailing COVID 19 pandemic. The Company is making all efforts to reduce costs andrationalize operations to have a positive effect.
Opportunities and Risks
The Indian textile and apparel industry has been adversely impacted inshort to medium-term due to lockdown and lower consumer spends. The sector is reelingunder liquidity crisis and cost pressure due to un-precedented damage caused by COVID-19.
The cotton price is subject to climatic conditions and marketvolatility. The probable impact of climatic conditions in current year is expected to havea bearing on the cotton prices.
Exports may partly get affected due to global sentiments and COVID-19.Power shortage and Labour shortage ( migrantion of labour force due to COVID 19) are majorconcerns which could have impact on operations of the Industry. Higher inflation cost ofRaw Material viz. cotton and price of finished product viz. yarn would have adverse impacton profit margin of the company.
6. FINANCE AND ACCOUNTS
The financial statements have been prepared in accordance with IndianAccounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules2015 notified under section 133 of the Companies Act 2013 (the "Act") andother relevant provisions of the Act.
The Equity Shares of your Company are listed at BSE Limited Mumbai(BSE). The listing fees to the Stock Exchange and custodian fees to depositories viz. NDSLand CDSL have been paid within time by the Company.
8. CORPORATE GOVERNANCE
As per Regulation 17 of the Listing Regulation with the StockExchanges a separate section on Corporate Governance practices followed by the Companytogether with a certificate from the Company's Auditors confirming compliance forms anintegral part of this Report.
9. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT-9 as required under Section 92 of the Companies Act 2013 is included in this Reportas Annexure - A and forms an integral part of this Report.
During the year Shri S.Kalyanaraman [DIN:02652113] Shri ParagHarkishon Udani [DIN:01491901] were appointed by the Board of Directors at their meetingheld on 30.5.2019 as Directors and Shri S Swaminathan [DIN:08474746] was appointed by theBoard of Directors at their meeting held on 21.6.2019 as Director. The Directors werere-appointed by the shareholders as Independent Directors at the Annual General Meeting ofthe Company held on 20.9.2019.
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andSecurities and Exchange Board of India (Listing obligations and disclosure regulation)2015 of the Listing Regulation.
During the year Mrs. Ananthakumar Dhamayanthi [DIN 08461584] wasappointed by the Board of Directors at their meeting held on 30.05.2019 as an additionalDirector and re-appointed by the shareholders as woman Director at the Annual GeneralMeeting held on 20.09.2019.
In accordance with the provisions of Section 152 of the Companies Act2013 and the Company's Articles Association Mr. T Raghuraman Wholetime Director [DIN01722570] retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment.
11. BOARD EVALUATION
During the year a formal process for annual evaluation of performanceof Board its committees and directors was carried out as per the criteria laid down bythe Nomination and Remuneration Committee pursuant to the provisions of the CompaniesAct 2013 (C A 2013) and Clause 49 of the Listing Agreement as applicable at that time.
The criteria of evaluation of Board and its Committees were founded onthe structure composition Board Management relationship effectiveness in terms of rolesand responsibilities 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 likeInstitutional image buildings proving guidance on strategy and performance maintainingan effective and healthy relationship between the Board and the Management were taken intoconsideration. The evaluation was carried out through a structured methodology approved bythe 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.
12. KEY MANAGERIAL PERSONNEL
The following are the key managerial personnel of the Company:
|Sr No. ||Name of the person ||Designation |
|1 ||Mr. A.Harigovind ||Wholetime Director and Chief Financial Officer |
|2 ||Mr. N Sridharan ||Company Secretary and Compliance Officer joined with effect from 01-06-2020 |
13. NUMBER OF MEETINGS OF THE BOARD
During the year six meetings of the Board of Directors were held on30th May 2019 21st June 2019 14th August 2019 20th September 2019 13th November 2019and 12th February 2020.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements.
15. WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns orgrievances.
16. RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under reviewwere on arm's length basis and in the ordinary course of business and that the provisionsof Section 188 of the Companies Act 2013 are not attracted. Thus disclosure in form AOC -2 is not required. Further there are no material related party transactions during theyear under review with the promoters Directors or Key Managerial Personnel.
The Company has developed a Related Party Transactions frameworkthrough Standard Operating Procedures for the purpose of identification and monitoring ofsuch transactions.
All Related Party Transactions are placed before the Audit Committee asalso to the Board for approval. Omnibus approval was obtained on a quarterly basis fortransactions which are of repetitive nature. Transactions entered into pursuant to Omnibusapproval are audited by the Risk Assurance Department and a statement giving details ofall Related Party Transactions are placed before the Audit Committee and Board for reviewand approval on a quarterly basis.
17. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statements in termsof Section 134 (3) (c) of the Companies Act 2013.
(i) that in the preparation of the Annual Accounts for the year endedMarch 31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for the year ended on that date.
(ii) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(iii) the annual accounts have been prepared on a going concern basis;
(iv) that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(v) that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
18. REMUNERATION POLICY
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Company's policy on appointment and remunerationincluding criteria for determining qualifications positive attributes and independenceare provided in the Corporate Governance Report forming part of this Report. The policy isgiven as Annexure D.
a1. STATUTORY AUDITORS
Mr. Vijayakumar Janadri Chartered Accountant Bangalore (MembershipNo. 222127) has been appointed as Statutory Auditors of the Company at the AGM held on22.09.2017 to hold office until the conclusion of Annual General Meeting for the year2022 is eligible to be appointed as statutory auditor of the Company for a period of 5years and he has completed three years at the ensuing AGM.
a2. AUDITORS' REPORT
The Auditors' in their Report to the members have given qualifiedopinion and the response of your directors with respect to it are as follows:
The management has sent letters of confirmation to various partiesnomenclated as Debtors and Creditors which represents trade receivable and trade payablesand to parties from whom advances have been received and to whom advances have been given.We have received confirmation of balances from some of the parties while the others areyet to respond as on the date of this report. We however confirm that the balances of theparties in our books is in order and also confirm that we will be making continued effortsto obtain the confirmation of balances from the parties who have not responded.
b. COST AUDITOR
As per the requirement of Central Government and pursuant to Section148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules2014 as amended from time to time your Company has been carrying out audit of costrecords relating to textile mill every year.
The Board of Directors on the recommendation of Audit Committee hasappointed M/s A. Gopala Iyengar Cost Accountants as Cost Auditor to audit the costaccounts of the Company for the financial year 2020-21. As required under the CompaniesAct 2013 a resolution seeking member's approval for the remuneration payable to the CostAuditor forms part of the Notice convening the Annual General Meeting.
c. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under the Company has appointed Mr. V.K. Shankararamann CompanySecretary in Practice (PCS.No. 5255) to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is included as Annexure - B and forms an integral part ofthis Report.
There is no secretarial audit qualification for the year under review.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted to M/sS.N.S. Associates Chennai a reputed firm of Chartered Accountants. The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Company has a robust Management Information System which is anintegral part of the control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors andthe Business Heads are periodically apprised of the internal audit findings and correctiveactions taken. 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.
21. RISK MANAGEMENT
The risk management framework defines the risk management approach ofthe Company and includes periodic review of such risks and also documentation mitigatingcontrols and reporting mechanism of such risks.
Some of the risks that the Company is exposed to are:
Given the interest rate fluctuations the Company has adopted a prudentand conservative risk mitigation strategy to minimize interest costs.
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of rawmaterials as well as finished goods. The Company proactively manages these risks throughinventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with existence of powerful brandimage with robust marketing network mitigates the impact of price risk on finished goods.
The Company is exposed to risks attached to various statutes andregulations including the Competition Act. The company is mitigating these risks throughregular review of legal compliances.
Human Resource Risks
Retaining the existing talent pool and attracting new talent are majorrisks. The Company has initiated various measures including rolling out strategic talentmanagement system training and integration of learning and development activities.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The compliance under CSR is not applicable for the year under review.
23. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.
24. PUBLIC DEPOSITS
During the year under review your company has not accepted any publicdeposits under Chapter V of the Companies Act 2013.
25. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment competence and dedicationshown by its employees in all areas of business.
The Company has a structured induction process at all locations andmanagement development programs to upgrade skills of managers. Objective appraisal systemsbased on Key Result Areas (KRAs) are in place for senior management staff.
The Company is committed to nurturing enhancing and retaining toptalent through Superior Learning & Organizational Development. This is a part ofCorporate HR function and is a critical pillar to support the organization's growth andits sustainability in the long run.
26. COMPOSITION OF AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee is asunder and is also included in the Corporate Governance Report. The present Director /Member are given below:
NAME OF DIRECTOR/MEMBER
Sri. S. Kalyanaraman Sri. S. Swaminathan Sri. Parag H Udani
27. PREVENTION OF INSIDER TRADING
The Company has adopted a code for prevention of Insider Trading with aview to regulate the trading in securities by the Directors and designated employees ofthe Company. The code requires pre-clearance of for dealing in the company's shares andprohibits the purchase or sale company's shares by the Directors and designated employeeswhile in possession of unpublished price sensitive information in relation to the Company.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review no significant and material orders werepassed by the regulators or courts or tribunals impacting the going concern status andfuture operations of the Company.
29. STATUTORY INFORMATION
The information on conservation of energy technology absorption andforeign exchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 is given asAnnexure to this Report.
The information required under Section 197 (12) of the Companies Act2013 read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Director's Report for the year ended March31 2020 is given in a separate Annexure to this Report.
The statement containing information as required under Rule 5(2) and(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Annual Report. In terms of the first proviso to Section 136 of the Actthe Report and accounts are being sent to the shareholders excluding the aforesaidstatement which is open for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company.
30. Disclosures as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Company has zero tolerance for sexual harassment at its work placeand has adopted a Policy on prevention prohibition and redressal of sexual harassment atthe work place in line with the Provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under forprevention and redressal of complaints of sexual harassment at workplace. The following isa summary of sexual harassment complaints received and disposed off during the year2019-20:
1. Number of complaints received during the year - Nil
2. No of complaints disposed off - Nil
The Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.
Your Directors thank the Banks Customers Government AuthoritiesSuppliers and Shareholders for their support. Your directors also place on record theirappreciation for the committed services by the employees of the Company.