M M Rubber Co Ltd Directors Report.

To the Members,

M M Rubber Company Limited,

The Directors have pleasure in presenting before you the 55th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2021.

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 Financial year ended Mar 31, 2021 Financial year ended Mar 31, 2020
Rs. in lakhs Rs. in lakhs
Revenue from Operations 2792.86 3127.01
Other Income 1.97 2.47
Profit before Exceptional Items and Tax (371.95) (134.14)
Exceptional Items (Expenses)/Income - 189.63
Profit before tax (371.95) 55.48
Less: Taxation
Current tax - 15.00
Deferred Tax (ere dit) /Debit 2.92 18.21
Profit for the year (374.88) 22.27
Total other comprehensive income (net of tax) - 69.58
Total Comprehensive income for the year (374.88) 91.85

OPERATIONS & PERFORMANCE:

Your directors are pleased to inform that the Company was able to achieve a turnover of Rs. 27.92 crores despite the outbreak of COVID-19 pandemic, which has resulted in significant reduction in sales during the months of April to August 2020. In spite of this the Company would have made a profit if not for the settlement of workers. The company has paid an amount of Rs.336 lakhs as gratuity and compensation to the workers. The settlement is in view of shifting its operation from Chennai to its own unit at Ranipet and those workers who are not willing to go to Ranipet has been offered a settlement. Further the Company has created gratuity fund with LIC by investing an amount of Rs.57.03 lakhs and provided an amount of Rs.24.69 lakhs as leave encashment benefits to its employees and there by the Company has incurred an additional expenditure of Rs.417.72 lakhs. The nationwide lockdown ordered by the government on account of COVID-19 has resulted in significant reduction in economic activities and the business operations of the Comp any in terms of sales and production.

PROSPECTS:

The Company has shifted its entire operation to its own premises at Ranipet unit and has shifted all its machineries from the Chennai unit to Ranipet.The Company has spent an amount of Rs.260 lakhs during the year on building and machinery at Ranipet unit. There by the Company will be able to produce more and reduce its overheads.Your directors are confident that with this move, companys turnover and the profitability would improve. However, the present situation in view of the out-break of COVTD-19 pandemic has put the Company in at tight spot and the prospect for the coming year looks very grim. All efforts are being made to get back to active business.

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 duringthe 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 ONTHE BASIS OF 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 2020-21 to BSE Limited where the Companys Shares are listed.

DEMATERIALISATION OF SHARES:

Your companys 62.12%of the companys paid up Equity Share Capital is in dematerialized form as on 31st March 2021 and balance 37.88% is in physical form. The Companys 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 31,2021, your Board comprises of 5 Directors including 2 Independent Directors.

Mr. Jacob Mammen (DIN00078010)Directors of the company retire by rotation and is eligible for reappointment.

DECLARATION BYINDEPENDENT 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.

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 26.06.2020. 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 Companys 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 five times during the financial year from 1st April 2020 to 31 st March 2021. The dates on which the meetings were held are as follows:

Date of Meeting No. of Directors as on the date No. of Directors Present
26.06.2020 5 3
10.08.2020 5 3
05.11.2020 5 5
10.02.2021 5 3
01.03.2021 5 3

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 No. of Members as on date No. of Members Present
26.06.2020 3 2
10.08.2020 3 2
05.11.2020 3 3
10.02.2021 3 2

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, 2021, 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 are reasonable and prudent 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 comp any 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 companys internal financial controls were adequate and effective during the financial year 2020-21.

REMUNERATION RATIO OFTHE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company andDirectors is furnished hereunder:

Sr. No Name Designation Remu neration paid FY 2020-21 in lakhs f Remu neration paid FY 2019-20 in lakhs Rs. Increase/ (Decrease) in remuneration from previous year in lakhs Rs. Ratio/Times per Median of employee remuneration
1, Mr. Roy Mammen Managing Director 47.57 58.48 (10.91) 23.77
2. Mr.Machimada Muddappa Kushalappa Chief Financial Officer 7.84 8.16 (0.32) 3.08
3. Ms. Sharvari Sham Kulkarni Company Secretary 4.51 3.26 1.25 1.35

AUDIT OBSERVATIONS:

i) Statutory Auditors:

The Auditors, Messrs. Vandana. P. Rao and Company, (Firm Registration No.011628S), Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting held on 27th September, 2017, who shall hold office until the conclusion of the 56th Annual general meeting to be held for the financial year 2021 -22.

The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors report does not contain any reservation or adverse remark.

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 2020-21 till the date of this report. Further there was no change in the nature of the business of the company.

ii) Cost Auditors:

Since the Companys turnover has not exceeded Rs. 35 crores in the previous financial years, the cost audit is not applicable.

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 2020-21.

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.

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 an Internal Auditors of the Company for the FY 2020-21.

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 Bond mattress, 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 not required by the Company as turnover of the Company is not exceeding 35 Crores and accordingly maintenance of such accounts and records are not required.

DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 7 3 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 including any statutory modification(s) or reenactment(s) thereof for the time being in force.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Companys Development and Implementation of Risk Management Policy is provided elsewhere in this Annual Report in Management Discussion and Analysis as Annexure-C.

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 Companys 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 Companys code of conduct.

The policy disclosed on the Companys website in the following link www.mmf oam. in

ORDER OF COURT:

No material orders had beenpassed 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.

BYORDEROFTHEBOARD
For M M RUBBER CO. LTD.,
Sd/- Sd/-
ASHOKKURIYAN ROYMAMMEN
Place: Bangalore DIRECTOR MANAGING DIRECTOR
Date: 28.06.2021 (DIN:00081374) (DIN: 00077409)