Dear Shareholders
Your Directors have pleasure in presenting their26th Annual Report and the Audited FinancialStatement for the Financial Year ended 31stMarch 2021.
1) Financial Results
(Rs. in lakh)
| Particulars | Standalone | Consolidated |
| Current Year 31st March 2021 | Previous Year 31st March 2020 | Current Year 31st March 2021 | Previous Year 31st March 2020 |
| Total Income | 19505 | 38416 | 19505 | 38416 |
| EBIDTA | 384 | 4428 | 384 | 4428 |
| Interest and Finance Expenses | 5455 | 5720 | 5455 | 5720 |
| Depreciation | 2328 | 2372 | 2328 | 2372 |
| Profit/(Loss) before tax and Exceptional item | (7399) | (3664) | (7399) | (3664) |
| Exceptional item | - | 24 | - | 49 |
| Profit/(Loss) before tax | (7399) | (3688) | (7399) | (3713) |
| Current tax (MAT) | - | - | - | - |
| Deferred Tax (Net of MAT credit Entitlement) | (1236) | (1079) | (1236) | (1079) |
| Profit/(Loss) After Tax | (6163) | (2609) | (6163) | (2634) |
| Share in Profit/ (Loss) of Joint Venture | - | - | (4) | (11) |
| Profit/(Loss) for the year | (6163) | (2609) | (6167) | (2645) |
| Other Comprehensive Income (Net of Tax) | (28) | 2 | (28) | 2 |
| Total Comprehensive Income | (6191) | (2607) | (6195) | (2643) |
Review of operations: (Rs. In Lakhs)
On Standalone basis the total Income fromoperations of the Company was Rs. 19505 lakhsas against Rs. 38416 lakhs in the previousyear. The EBIDTA of the Company for currentyear was Rs.384 lakhs as against Rs. 4428lakhs in previous year. The Company incurreda loss of Rs. (7399) lakhs from ordinaryactivities before tax in the current yearas against a loss of Rs. (3688) lakhs inthe previous year. After providing for taxthe Company reported a Total Comprehensive Incomeof Rs.(6191) lakhs for the year ended 31stMarch 2021 as against that of Rs. (2607)lakhs for the Financial Year ended 31st March2020.
On Consolidated basis the total Income fromoperations of the Company was Rs. 19505 lakhsas against Rs. 38416 lakhs for the previousyear. The Company has incurred a loss beforetax of Rs. (7399) lakhs from ordinary activitiesbefore tax in the current year as againsta profit of Rs. (3713) lakhs previous year.After providing for tax and after share inloss of Joint Ventures the Company reporteda Total Comprehensive Income of Rs. (6195) lakhsfor the Financial Year ended 31st March 2021as against that of Rs. (2643) lakhs for theFinancial Year ended 31st March 2020.
2) Performance of Joint Venture Companies
The Company has only one Joint VentureCompany viz. Morarjee Castiglioni (India) PrivateLimited (50%). A Statement containing the salientfeatures of the Financial Statements of saidJoint Ventures is annexed in the prescribedForm AOC-1 to this Report as "Annexure-1".
A policy on material subsidiaries has beenformulated and hosted on the website of theCompany at www. morarjee.com.
3) Share Capital
During the financial year 2020-21 there wasno change in the Share Capital of theCompany. The Company has neither issued anyshares nor has granted neither any stock Optionsnor any Sweat Equity Shares during the year.
4) Dividend and Reserve
In view of losses incurred your Directorsdo not recommend any dividend for the yearunder review. The details of reserves andsurplus are provided in Note No. 15 ofthe notes to the standalone financial statements
5) Deposits / Loans from Directors
The Company has neither accepted nor hasrenewed any deposits during the year. YourCompany has not accepted any deposit or anyloan from the directors during the year underreview.
6) Particulars of Loans Guarantee or Investments
During the year under review the Companyhas not made any investments advanced anyloans or provided any guarantee falling underSection 186 of the Companies Act 2013 ("theAct").
7) State of Company’s Affairs and business Review
The details of the Company’s affairs includingits operations are more specifically given inthe Management Discussion and Analysis Report whichis given in this Annual Report.
8) Corporate Social Responsibility ("CSR")
During the Financial Year 2020-21 the Companywas not under any statutory obligation tomake any contribution towards the Corporate SocialResponsibility activities. The detailed Report onCSR is annexed as "Annexure – 2" and formsan integral part of this Report.
The constitution of the CSR Committee andits terms of reference are more particularlystated in the Corporate Governance Report whichforms a part of this Annual Report. CSRPolicy of the Company is available on Company’swebsite at www.morarjee.com.
9) Business Risk Management
The Company has formulated and implemented aRisk Management policy in accordance with theprovisions of the Act and Regulation 17(9)of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations")in order to address the business risks associatedwith the Company. The Company periodically reviewsthe risk management practices and actions deployedby the management with respect to the identificationimpact assessment monitoring mitigation and reportingof key risks while trying to achieve itsbusiness objectives.
10) Internal Financial Control System and their adequacy
Your Company has an Internal Control Systemcommensurate with the size scale and complexityof its operations and well-documented proceduresfor various processes which are periodically reviewedfor changes warranted due to business needs.The Internal Auditor continuously monitors the efficiencyof the internal controls/ compliance with theobjective of providing to Audit Committee andthe Board of Directors an independent objectiveand reasonable assurance of the adequacy andeffectiveness of the organisation’s risk managementcontrol and governance processes. This system ofinternal control facilitates effective compliance ofSection 138 of the Act and the ListingRegulations. To maintain its objectivity and independencethe Internal Auditor reports to the Chairmanof the Audit Committee. The Internal Auditormonitors and evaluates the efficiency and adequacyof the internal control system with referenceto the Financial Statement. Based on the reportof internal auditor process owners undertake correctiveactions in their respective areas and therebystrengthen the controls. Significant audit observationsand corrective actions thereon are presented tothe Audit Committee. During the year underreview no reportable material weakness in theoperation was observed. Regular audit and reviewprocesses ensure that such systems are reinforcedon an ongoing basis.
11) Vigil Mechanism/ Whistle Blower Policy
The Vigil Mechanism/Whistle Blower Policy hasbeen put in place for the Directors andEmployees to report their genuine concerns aboutunethical behaviour actual or suspected fraud orviolation of the Company’s Code of Conduct.The mechanism provides for adequate safeguards againstthe victimization of directors and employees whoavail of the mechanism. Directors and employeesmay make protected disclosure under the policyto the Compliance Committee constituted by theCompany to administer the internal code ofbusiness conduct. In exceptional cases directorsand employees have direct access to the Chairmanof the Audit Committee. Further no personnelhave been denied access to the ComplianceCommittee/ Chairman of the Audit Committee asthe case may be. No complaints were receivedunder whistle blower mechanism during the yearunder review.
12) Directors and Key Managerial Personnel
During the year under review On the recommendationof the Nomination and Remuneration Committee theBoard of Directors has appointed Mr. DeveshDadheech (DIN: 01656629) as an Additional Director(Independent) of the Company with effect from26th June 2020 for a period of 5 consecutiveyears pursuant to Sections 149 150 152 and161 of the Act and the rules made thereunder.The appointment of Mr. Devesh Dadheech isapproved by the shareholders of the Companyat the AGM held on 25th September 2020.
A statement regarding opinion of the Boardwith regard to integrity expertise and experience(including the pro_ciency) of the independent directorsappointed during the year is provided in theReport on Corporate Governance which forms partof this Annual Report. Ms. Harshvardhan A.Piramal (DIN: 00044972) executive Director of theCompany is liable to retire by rotation andbeing eligible has offered herself for re-appointment.The Board recommends his re-appointment to theshareholders at the ensuing AGM.
All the Independent Directors of your companyhave given declarations that they meet thecriteria of Independence laid down under Section149(6) of the Act and the Listing Regulations.
The Company has complied with the requirementsof having Key Managerial Personnel as perthe provisions of Section 203 of the Act.
13) Remuneration Policy
In compliance with Section 178(3) of theAct and Regulation 19(3) of the Listing Regulationsand on the recommendation of the Nominationand Remuneration Committee the Board framed aPolicy relating to the selection and appointmentof Directors Key Managerial Personnel Senior Managementand their remuneration. The Policy includes criteriafor determining qualifications positive attributes andindependence of a director and other matters.The functions of the Nomination and RemunerationCommittee are disclosed in the Corporate GovernanceReport which forms part of the Annual Report.
The policy on the appointment of a personas Director and evaluation of Director andSenior Management Personnel of the Company isavailable on Company’s website at www.morarjee.com.
14) Performance Evaluation
Pursuant to Regulation 17 of the ListingRegulations read with Schedule IV of the Acta formal evaluation of Board’s performance andthat of its Committees and individual directorshad been done. Directors were circulated structuredperformance evaluation forms on various heads andthey have provided their inputs on the same.Based on feedback an evaluation Report wasprepared and forwarded to the Chairperson andthe respective Director to maintain the confidentialityof the Report.
The Independent Directors at their meeting heldon 10th February 2021 evaluated performance ofthe Chairperson non-independent directors of theCompany.
The Directors expressed their satisfaction withthe evaluation process.
15) Meetings of the Board
Four meetings of the Board of Directorswere held during the financial year 2020-21and the gap between two consecutive boardmeetings was within the statutory limit. Thedetails of the number of meetings held andattended by each Director are provided inthe Corporate Governance Report which forms partof this Annual Report.
16) Committees of the Board
The details of all the Committees of theBoard along with their terms of referencecomposition and meetings held during the yearare provided in the Report on Corporate Governancewhich forms part of this Annual Report.
17) Directors’ Responsibility Statement
Pursuant to Section 134(5) of the Actwe hereby state that:
i) in the preparation of the annual accountsthe applicable accounting standards have been followedalong with proper explanation relating to materialdepartures in any;
ii) your Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fairview of the state of affairs of theCompany as at 31st March 2021 and itsloss for the year ended on that date;
iii) your Directors have taken proper and sufficientcare towards the maintenance of adequate accountingrecords in accordance with the provisions ofthe Act for safeguarding the assets of theCompany and for preventing and detecting fraudand other irregularities;
iv) your Directors have prepared the annualaccounts for the year ended 31st March 2021on a going concern basis;
v) your Directors have laid down internal financialcontrols to be followed by the Company andthat such internal financial controls are adequateand were operating effectively;
vi) your Directors have devised proper systemsto ensure compliance with the provisions ofall applicable laws and that such systemswere adequate and operating effectively.
18) Related Party Transactions ("RPTs")
The RPTs entered into by the Company duringthe Financial Year 2020-21 were on an arm’slength basis and in the ordinary course ofbusiness and none of them was material. TheForm AOC-2 for RPTs is enclosed as"Annexure - 3".
All the RPTs were placed before the AuditCommittee for its approval and the Committeehad granted its prior approval/omnibus approvalsas the case may be for all RPTs consideringtheir nature. The Audit Committee reviewed ona quarterly basis RPTs entered into by theCompany to which omnibus approval was grantedby the Committee. The Company has framed apolicy on RPTs for the purpose of identificationapproval and monitoring of such transactions.
The policy on RPTs is hosted on theCompany’s website at www.morarjee.com.
19) Auditors and their reports
A. Statutory Auditors & Auditors Report
The members of the Company have appointedM/s. Haribhakti & Co. LLP as statutoryauditors of the Company for a period of5 years and they will remain in officeuntil the conclusion of 27th AGM to beheld in the calendar year 2022. The Auditor’sReport on the Standalone and Consolidated FinancialStatements of the Company for the FinancialYear 2020-21 as submitted by M/s. Haribhakti& Co. LLP did not contain any qualificationsreservations or adverse remarks and is self-explanatory.
There have been no instances of fraud reportedby the Auditors under Section 143(12) of theAct and Rules framed thereunder either tothe Company or to the Central Government.
B. Cost Auditors
Pursuant to Section 148 of the Act andon the recommendation of the Audit CommitteeM/s. Phatak Paliwal & Co. Cost Accountants(Firm Registration Number 000105) were appointedby the Board as the Cost Auditors ofthe Company for the financial year 2021-22at a remuneration of Rs. 150000/- (RupeesOne Lakh Fifty Thousand only) exclusive ofapplicable taxes subject to rati_cation by themembers at the AGM. The requisite resolutionfor rati_cation of remuneration of Cost Auditorsby the shareholders has been set out inthe Notice of AGM. M/s. Phatak Paliwal &Co. provided a certificate to the Companycertifying their independence and arm’s lengthrelationship with the Company in accordance withthe provisions of the Act.
C. Secretarial Audit
Pursuant to Section 204 of the Act readwith the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the Companyhas obtained the Secretarial Audit Report forthe financial year ended 31st March 2021from M/s. Kala Agarwal Company Secretary inpractice and same is annexed as "Annexure– 4" to this Report. The Secretarial AuditReport does not contain any qualification reservationsor adverse remarks.
20) Corporate Governance Report and Management Discussion and Analysis Report
The Corporate Governance Report on complianceof the conditions of Corporate Governance asstipulated in the Listing Regulations and theManagement Discussion & Analysis Report formsan integral part of this annual report.
21) Corporate Governance details as required under Schedule V of the Companies Act2013
The disclosures to be mentioned in pursuanceof Section II of Part II of ScheduleV of the Act have been mentioned inthe Corporate Governance Report.
22) Compliance of Secretarial Standards
The Company has complied with the applicableSecretarial Standards during the year.
23) Particulars of Employees
The information required pursuant to Section 197of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employeesof the Company will be provided on request.In terms of Section 136 of the Actthe reports and accounts are being sent tothe shareholders and others entitled thereto excludingthe said information which will be made availablefor inspection by the shareholders in electronicmode up to the date of AGM. Memberscan inspect the same by sending an emailto the Company Secretary in advance at corporatesecretarial@ashokpiramalgroup.com.
24) Energy Conservation and Technology absorption Foreign Exchange Earnings and Outgo
The information pertaining to conservation ofenergy and technology absorption as required underSection 134 (3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts)Rules 2014 is furnished in "Annexure - 5 " tothis report.
The total Foreign Exchange Inflow was Rs.6183lakhs and Outflow was Rs.604 lakhs duringthe year under review.
25) Significant and Material Orders
There were no significant and material orderspassed by any Regulators or Courts or Tribunalsduring the year ended 31st March 2021 impactingthe going concern status and Company’s operationsin future.
26) Prevention of Sexual Harassment of Women at workplace
The Company has zero tolerance towards sexualharassment at workplace and has adopted apolicy to abide by letter and spirit requirementsof the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013and the Rules made thereunder. The Companyhas Internal Complaints Committee (ICC) at Grouplevel to redress the complaints of sexualharassment. During the year Company has notreceived any complaint of sexual harassment.
Disclosures in relation to the Sexual Harassmentof Women at Workplace (Prevention Prohibition andRedressal) Act 2013:
| number of complaints filed during the financial year | Nil |
| number of complaints disposed of during the financial year | Nil |
| number of complaints pending as on end of the financial year | Nil |
27) Maintenance of Cost Records
The provisions of sub-section (1) of Section148 of the Companies Act 2013 pertainingto the maintenance of cost records are applicableto the Company and accordingly such accountsand records are made and maintained by theCompany.
28) Material Changes and Commitments affecting the financial position of the company
There has been no material change/commitment affectingthe financial position of the Company duringthe period from the end of the financialyear on 31st March 2021 to the dateof this Report. There has been no changein the nature of business of the Company.
29) Annual Return
Pursuant to the provisions of Sections 134(3)(a)and 92(3) of the Act read with Rule12(1) of the Companies (Management and Administration)Rules 2014 the Annual Return as on 31stMarch 2021 is placed on the website ofthe Company at www.morarjee.com.
30) Acknowledgements
Your directors gratefully acknowledge the supportand cooperation received from various departmentsof the Central and State governments membersbusiness associates analysts banks financial institutionscustomers distributors and suppliers business partnersand other stakeholders of the Company andalso convey a sense of high appreciation toall the employees of the Company for theirhard work dedication continued commitment and contribution.
On behalf of the Board
For Morarjee Textiles Limited
Sd/-
Urvi A. Piramal
Chairperson
DIN 00044954
Date: 19th May 2021
Place: Mumbai
