Dear Members,
Your directors have pleasure in presenting before you the 57thAnnual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2023.
COMPANY ACTIVITY & PERFORMANCE:
The principal activity of the company continues to be manufacture and marketing of foam and other related products.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
Particulars
OPERATIONS & PERFORMANCE:
Your directors are pleased to inform that the Company was able to achieve a turnover of Rs. 41.45 crores despite the setback the Company faced after COVID-19 pandemic, and the Company was able to make a profit of Rs.256.02 lakhs. The Company has spent an amount of Rs. 1.75 Crores on new building and machinery to increase its production capacity. The company is also very active in the social platform and digital marketing. A substantial amount is spent on digital marketing, which has helped the Company to increase its sales.
PROSPECTS:
Since the Company's entire production is centralized at its own premises at Ranipet and to reduce the manpower and to bring down the cost of production, the Company will be investing an amount of Rs. 3 Crores on Machinery during the year 2023-24 to automize its production facilities on a staged manner.
Your directors are confident that with this move, the Company's production, turnover, and the profitability would improve considerably.
DIVIDEND:
Company has not declared dividend this year.
RESERVE:
The Company has not proposed to transfer any amount to the general reserve.
CAPITAL STRUCTURE:
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES:
No Bonus Shares were issued during the year under review.
d. RIGHTS ISSUE:
The Company has not issued any Rights issue during the year under review.
e. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees.
f. SHARES WITH DIFFERENTIAL RIGHTS:
Company has not issued any shares with Differential Rights for the year under review.
g. ISSUE AND ALLOTMENT OF EQUITY SHARES ON THE BASIS PREFERENTIAL ALLOTMENT:
Company has not issued equity shares on preferential basis.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to BSE Limited where the Company's Shares are listed.
DEMATERIALISATION OF SHARES:
Your Company's 66.63% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March 2023 and balance 33.37% is in physical form. The Company's Registrars and Transfer Agent is M/s. CAMEO CORPORATE SERVICES LIMITED having their registered office at "Subramanian Building" No.1, Club House Road, Chennai 600002.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
As on March 31, 2023, your Board comprises of 4 Directors including 2 Independent Directors.
During the year Mr. Karun Philip (DIN 01091468) Director of the company expired on 13.12.2022. The Board places on record the immense contributions made by Mr. Karun Philip to the growth of your Company
The tenure of the Managing Director Mr. Roy Mammen will end on September 30, 2023 and the board has approved his reappointment for a further term of 5 years subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Jacob Mammen (DIN: 00078010), Non-executive Director retires by rotation at forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 57th Annual General Meeting of the Company.
In terms of Section 203 of the said Act, the following were designated as Key Managerial Personnel of your company by the Board: Mr. Roy Mammen Managing Director Mr. M M Kushalappa Chief Financial Officer
Ms. Keerthi S Raj Company Secretary
Ms. Sharvari Kulkarni Company Secretary and Compliance Officer has resigned the office w.e.f. 27th January 2023 and Ms. Keerthi S Raj has been appointed as the Company Secretary and Compliance Officer with effect from 28th January,2023.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year -Nil
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year - One
(c) number of shareholders to whom shares were transferred from suspense account during the year No shares were transferred from suspense account.
(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year -1 shareholder with 100 shares
(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- Yes
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Act, and the SEBI LODR.
In the opinion of the Board, the independent directors possess necessary expertise and experience and,they were independent towards any decision of the management.
BOARD & PERFORMANCE EVALUATION:
During the year, the Board has carried out the annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of Committees of Board.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Committee of Directors reviews the composition of the Board to ensure an appropriate mix of abilities, experience, and diversity to serve the interests of all shareholders of the Company.
Nomination and Remuneration Policy was approved by the Board at its meeting held on 30.05.2019. In terms of Section 178 of the Act, 2013. The objective of such policy shall be to attract, retain and motivate executive management and remuneration structured to link to Company's Strategic long-term goals, appropriateness, relevance, and risk appetite of the company.
The Process of appointing a director/Key Managerial Personal is that when there is a need or a vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the board in addition to what the existing members hold.
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met four times during the financial year from 1st April 2022 to 31st March 2023 The dates on which the meetings were held are as follows:
Date of Meeting
No. of Directors as on the date
5
27-01-2023
4
NUMBER OF AUDIT COMMITTEE MEETINGS HELD:
The Committee consisting of three Directors namely Mr. Ashok Kuriyan, Independent Director, Mr. Jacob Mammen, Director and Mrs. Susan Kurian, Independent Director:
Date of Committee Meeting
STAKEHOLDER RELATIONSHIP COMMITTEE:
The Committee consisting of three Directors namely Mr. Roy Mammen, Managing Director, Mr. Jacob Mammen, Director and Mrs. Susan Kurian, Independent Director. During the fiscal 2022 23 meetings were held on 01.04.2022, 22.04.2022, 05.04.2022, 13.05.2022, 25.05.2022, 13.06.2022, 15.06.2022, 28.06.2022, 18.07.2022, 29.07.2022, 12.08.2022, 19.08.2022, 31.10.2022, 18.11.2022, 14.12.2022, 05.12.2022, 03.11.2022, 03.10.2022, 02.01.2023, 15.02.2023, 10.01.2023, 24.01.2023, 30.01.2023, 03.02.2023, 16.02.2023, 24.02.2023, 13.09.2022, 07.03.2023, 21.03.2023, 31.03.2023 and 10.03.2023.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards have been followed and there are no material departures.
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period.
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
d) they have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls that are adequate and were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
Based on the Internal Financial Controls and Compliance Systems established and maintained by the company, work performed by the internal, statutory, and secretarial auditors and reviews performed by the management, the Board is of the opinion that the company's internal financial controls were adequate and effective during the financial year 2022-23.
AUDITORS & REPORTS
i) Statutory Auditors:
M/s. R A M S and Company, (Firm Registration No.016594S), Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting held on 28th September 2022, who shall hold office until the conclusion of the 61stannual general meeting to be held for the financial year 2026-27.
The notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
The Auditors in their report have qualified the following:
“Valuation of finished products” Your directors wish to clarify as under: -
The company is in the process of ascertaining the cost of each of the product dealt by it and pending such ascertainment the inventories are continued to be valued, as in previous year, at the net billing price.
ii) Cost Auditors:
In terms of Section 148 of the Companies Act 2013, the Company has maintained cost records for the year ended March 31, 2023.
iii) Secretarial Auditor:
M/s. Akshay G and Associates, Bengaluru was appointed as Secretarial Auditor for carrying out the secretarial audit for the financial year 2022-23.As required under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.
The Secretarial Auditors' Report for the fiscal 2023 does not contain any qualification, reservation, or adverse remark nor any instances of fraud committed against the Company by its officers or employees during the year.
iv)Internal Auditor:
Pursuant to the provisions of Section 138 of the Act and the Rules thereunder, your Board had appointed M/s. S.R. Mandre and Co., Chartered Accountants, Bangalore as Internal Auditors of the Company for the FY 2022-23.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
Company does not have any Subsidiary, Joint venture, or Associate Company during the period under review.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:
During the year, the company has not entered any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Refer Note No.32 to the financial statement which sets out related party disclosures.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
1. Specific areas in which R&D carried out by the Company
The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly, the Company has in the past launched new products such as Memory mattress, Memorise and Ortho Bondmattress, contour pillow, haemorrhoid cushions, neck care and coccyx cushions.
2. Technology Absorption, Adaptation, and Innovation
The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection, pre-vulcanized latex is being adopted.
3. Foreign Exchange Earning and Outgo
Statutory particulars cost with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.
4. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013: The Company has in place a Gender-Neutral Policy on Zero Tolerance towards Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
5. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company as turnover of the Company Exceeds 35 Crores and accordingly Company is maintaining cost records.
DEPOSITS:
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company's Development and Implementation of Risk Management Policy is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-D.
THE MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 2022-23 till the date of this report. Further there was no change in the nature of the business of the company.
ANNUAL RETURN
In accordance with Section 92(3) read with 134 (3) of the Companies Act, 2013, the Annual Return as of March 31, 2023 is made available on the website of the Company at www.mmfoam.com.
PARTICULARS OF EMPLOYEES:
No Employee of the Company draws a salary exceeding Rupees One Crore and Two Lakh per annum or Rs. 8,50,000 (Rupees Eight Lakhs and Fifty thousand) per month during the financial year.
The details of ratio of the remuneration of each whole-time Director and Key Managerial Personnel (KMP) to the median of employees' remuneration as per the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as in Annexure B to this Report.
POLICY ON VIGIL MECHANISM:
The Audit committee has adopted a policy on vigil Mechanism in accordance with the provisions of the Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, which provides a formal mechanism for all Directors, employees, and other stakeholders of the company to report to the management, their genuine concerns or grievances about unethical behaviours, actual or suspected fraud and any violation of the Company's Code of Conduct or ethics policy.
The policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the Management about grievances or violation of the Company's code of conduct.
The policy disclosed on the Company's website in the following link www.mmfoam.com
ORDER OF COURT:
No material orders had been passed by the regulators or courts or Tribunals.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions for corporate social responsibility (“CSR”) under the Companies Act, 2013, are not applicable to the company for the current financial year.
INTERNAL FINANCIAL CONTROL:
The Internal Financial Control with reference to financial statements were operating effectively.
ACKNOWLEDGEMENT:
Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.
For and on behalf of the Board of Directors
ASHOK KURIYAN
ROY MAMMEN