Dear Members,
Your directors have pleasure in presenting before you the 58th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2024.
1. COMPANY ACTIVITY & PERFORMANCE:
The principal activity of the company continues to be manufacture and marketing of foam and other related products.
2. FINANCIAL SUMMARY OR fflGHLIGHTS/PERFORMANCE OF THE COMPANY:
3. OPERATIONS & PERFORMANCE:
Your directors wish to inform you that during the year, the market was grim and the situation was not encouraging as a lot of unorganized latex mattress manufacturers and global players have come into the market. Despite the challenging situation, the company was able to achieve a turnover of Rs. 41.64 crores. The company ended up with a loss of Rs. 165.31 lakhs. Hitherto the company was valuing the closing stock of inventory pertaining to finished products comprising of different individual products on the basis of net billing price of such product which was not in accordance with Indian accounting standard No. 2. During the financial year 2023-24 the company has changed the method of valuation of closing stock which is in accordance with Indian accounting standard No.2 and because of this change there has been reduction in value of closing stock of inventory . This is the major reason because of which there is Loss for the current financial year 2023-24
The Company is pursuing its online marketing vigorously to increase the turnover.
4. PROSPECTS:
The Company's entire production is centralized at its own premises at Ranipet. As informed earlier, the company is in the process of automatization of its production facilities on a staged manner. During the year the company has invested an amount of Rs. 3 Crores on Machinery. Your directors are confident that with this move, the Company's production, turnover, and the profitability would improve considerably in the coming years.
5. DIVIDEND:
Company has not declared dividend this year.
6. RESERVE:
The Company has not proposed to transfer any amount to the general reserve.
7. DETAILS IN RESPECT OF FRAUD:
During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.
8. STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India as applicable on meetings of the Board of Directors and General meetings.
9. CAPITAL STRUCTURE:
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities dining 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 OF PREFERENTIAL ALLOTMENT:
Company has not issued equity shares on preferential basis.
10. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited where the Company's Shares are listed
11. DEMATERIALISATION OF SHARES:
Your Company's 66.63% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2024 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.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL:
As on March 31,2024, your Board comprises of 4 Directors including 2 Independent Directors.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Jacob Mammen (DEN: 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 58th Annual General Meeting of the Company.
Ms. Keerthi S Raj - Company Secretary and Compliance Officer has resigned the office w.e.f. 12th April 2024 and Ms. Meenakshi R has been appointed as the Company Secretary and Compliance Officer with effect from 29thMay 2024.
In terms of Section 203 of the said Act, the following were designated as Key Managerial Personnel of your company by the Board:
13. 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 -1 shareholder with 100 shares
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year - Nil
(c) number of shareholders to whom shares were transferred from suspense account during the year -Nil
(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
14. 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 SEBILODR. In the opinion of the Board, the independent directors possessnecessary expertise and experience and also they were independent towards any decision of the management.
15. 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.
16. 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.
17. NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met six times during the financial year from 01st April 2023 to 31st March 2024 The dates on which the meetings were held are as follows:
16. 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:
18. 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 2024,21 meetings were held onl2.04.2023, 24.04.2023, 12.05.2023, 01.06.2023, 12.06.2023, 21.06.2023, 28.06.2023, 31.07.2023, 04.09.2023,22.09.2023,30.10.2023,06.11.2023,15.11.2023,01.12.2023,29.12.2023,18.01.2024,30.01.2024, 12.02.2024,28.02.2024,15.03.2024 and 26.03.2024.
19. 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 31 st March 2024, the applicable accounting standards have been followed and there is no material departures.
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that axe 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 arc 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 2023-24.
20. 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. However, the Statutory Auditors have submitted their resignation on 02.07.2024 due to internal reasons and shall not be able to continue as the Statutory Auditors of the Company.
Further, M/s. Narayan Bhat And Co., Chartered Accountants (FRN: 00501 IS) shall be appointed as the Statutory Auditors of the Company in the ensuing AGM for a term of 5 years from conclusion of 58th Annual General meeting till conclusion of 63rd Annual General Meeting.
The notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
ii. Cost Auditors:
In terms of Section 148 of the Companies Act 2013, the Company has maintained cost records for the year ended March 31,2024.
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 2023-24.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 in their report have qualified the following points:
1. "The Secretarial Standards (SS-1) requires that notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means. However, we observe that the company has not served notices for conducting of Board meetings, Audit Committee meeting, Nomination and Remuneration Committee and Stakeholder Relationship Committee."
Your directors wish to clarify as under: -
The company shall serve separate notices for conducting board meetings and committee meeting by e-mail for the upcoming meetings.
2. ‘‘The Secretarial Standards (SS-1) provides that in case of Directors participating through Electronic Mode, the Chairman shall confirm the attendance of such Directors. For this purpose, at the commencement of the Meeting, the Chairman shall take a roll call. The Chairman or Company Secretary shall request the Director participating through Electronic Mode to state his full name and location from where he is participating and shall record the same in the Minutes. The proceedings of such Meetings shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned. However, the Company has not recorded taking of the roll call of the directors participating through electronic mode in the minutes of the Board meetings conducted through video conferencing and also the Company has not maintained the recording of the Boards meetings conducted through video conferencing"
The Board shall record the same in the future meetings held through video conferencing and also maintain the recordings of the meeting.
3. Regulation 3(4) ofSEBI (Prohibition of Insider Trading) Regulation, 2015 requires the Board of Directors shall require the parties to execute agreements to contract confidentiality and nondisclosure agreements and such parties shall keep information so received confidential and shall not trade in securities of company when in possession of UPSI. However, non-disclosure agreements to be entered into by the Company with the individuals who possess UPSI, are notin place and have not been executed as specified under the regulation.
The company shall make sure to enter non-disclosure agreement between any individual who possess Undisclosed Price Sensitive information (UPSI) of the Company as specified under the regulation3(4) ofSEBI (PIT) regulation2015.
Further, the Company has terminated the services of Akshay G and Associates, Bengaluru as the Secretarial Auditor w.e.f 31st May 2024. New Secretarial Auditor Ms. Sharvari Sham Kulkarni, Practicing Company Secretary has been appointed to carry out the secretarial audit for the financial year 2024-25 w.e.f 01 st June 2024.
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 2023-24.
21. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
Company does not have any Subsidiary, Joint venture, or Associate Company during the period under review.
22. 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.
23. 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.
24. 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.
25. 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) Rides, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.
26. 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-C.
27. 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 2023-24 till the date of this report. Further there was no change in the nature of the business of the company.
28. ANNUAL RETURN:
In accordance with Section 92(3) read with 134 (3) of the Companies Act, 2013, the Annual Return as of March 31,2024 is made available on the website of the Company at www.mmfoam.com.
29. 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.
30. 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 C onduct 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
31. ORDER OF COURT:
No material orders had been passed by the regulators or courts or Tribunals.
32. 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.
33. INTERNAL FINANCIAL CONTROL:
The Internal Financial Control with reference to financial statements were operating effectively.
34. 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.