mallcom india ltd share price Directors report


Your directors are pleased to present the Thirty-Ninth Annual Report on the business and operation of the Company together with an Audited Statement of Accounts for the year ending 31st March, 2023.

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

Particulars

Consolidated

Standalone

31.03.2023 31.03.2022 31.03.2023 31.03.2022

Total Revenue

41,370.08 36,036.66 40,742.16 36,697.70

Profit Before Tax (PBT)

5,090.40 4,249.01 4,910.67 4,120.66

Provision for Tax

1,396.69 1,103.56 1,244.98 1,031.74

Profit After Tax (PAT)

3,693.71 3,155.63 3,665.69 3,089.26

Other Comprehensive Income (Net of Tax)

7.90 (1.54) 7.9 (1.54)

Total Comprehensive Income for the period

3,701.61 3,260.85 3,613.59 3,087.72

Appropriations

Transfer to General Reserve

3,525.00 2,750.00 3,525.00 2,750.00

Dividend Distributed

187.20 187.20 187.20 187.20

Surplus carried to the next years account

528.59 151.23 223.51 262.12

OVERVIEW OF COMPANY PERFORMANCE

During the financial year 2022-23:

• The Standalone Revenue of the Company increased to C40,742.16 Lakhs from C36,697.70 Lakhs registering a growth of 11.02% over previous year.

• The Consolidated Revenue of the company increased to C41,370.08 Lakhs from C36,036.66 Lakhs registering a growth of 14.80% over previous year.

• The Standalone and Consolidated profit after tax for the current year was C3,665.69 Lakhs and C3,693.71 Lakhs respectively as against C3,089. 26 Lakhs and C3,155.63 Lakhs respectively for the previous year.

SHARE CAPITAL

The paid-up Equity Share Capital as at 31st March, 2023 was C624.00 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

TRANSFER TO RESERVE

The Company has transferred an amount of C3525.00 Lakhs to the General Reserve for the financial year ended 31st March 2023.

DIVIDEND

The Board of Directors at their meeting held on 29th May, 2023, has recommended payment of C3/- (Rupees Three only) (30%) per equity share of the face value of C10/- (Rupees Ten only) each as final dividend for the financial year ended 31st March, 2023. The payment of the final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The dividend, if approved by the shareholders at the ensuing Annual General Meeting shall be paid to those shareholders whose names appear in the Register of Members as on Book Closure Date.

Total dividend of 30% for the financial year 2022-23 would absorb C187.20 Lakhs.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid/ unclaimed dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of Companies Act, 2013.

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred C6,872/- during the year to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years after declaration of Final Dividend for the Financial Year ended 2014-15.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

No material changes and commitments 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 this Report.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the company. Your Company continues to be one of the leading Personal Protective Equipment Manufacturer and exporter in the country.

SUBSIDIARY COMPANIES

The Company has two wholly owned subsidiaries, namely Mallcom VSFT Gloves Pvt. Ltd. (MVSFT), and Mallcom Safety Pvt. Ltd. (MSPL). The Company regularly monitors the performance of these companies.

During the year under review, the erstwhile wholly owned subsidiary "Best Safety Private Limited" got merged with your Company with effective date of 1st April, 2021 as per the Statutory Approval dated 30th November, 2022.

The Consolidated Profit and Loss Account for the period ended 31st March, 2023, includes the Profit and Loss Account for the subsidiaries for the complete Financial Year ended 31st March, 2023.

The Consolidated Financial Statements of the Company including all subsidiaries duly audited by the statutory Auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Indian Accounting Standards and wherever applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India.

A Report on Performance and Financial Position of each of the Subsidiaries in Form AOC—1, is annexed herewith as Annexure - A of this report. The annual accounts of the subsidiary companies and the related detailed information shall be made available to Shareholders of the Company upon request, and it shall also be made available on the website of the Company at www.mallcom.in.

The policy for determining material subsidiaries as approved may be accessed from the Company website at www.mallcom.in. under the "Codes & Policies" tab.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

Your Company Board is duly constituted and is in compliance with the requirements of the Act, the listing regulations and provisions of the Articles of Association of your Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

Retirement by Rotation

Mr. Ajay Kumar Mall (DIN 00473184), retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment in accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013.

Appointment / Re-appointment of Directors

Mr. Ajay Kumar Mall (DIN 00473184), was re-appointed as the Managing Director and CEO of the Company at the 34th Annual General Meeting held on 27th August, 2018, for a period of 5 (Five) years. Accordingly, the tenure of him as the Managing Director of the Company would end on 27th August, 2023.

The Nomination and Remuneration Committee and Board of Directors of the Company at their respective meeting(s) held on 7th August, 2023, subject to the shareholders approval re-appointed Mr. Ajay Kumar Mall (DIN 00473184) as Chairman, Managing Director and CEO of the Company, with effect from 28th August, 2023 for a period of 5 years, up to 27th August, 2028, to maintain continuity.

The Ordinary Resolution for his re-appointment as Managing Director and Special Resolution for the remuneration payable to him have been included in the Notice convening 39th Annual General Meeting for the approval of Members.

Key Managerial Personnel

Cessation of Mrs. Anushree Biswas (ACS: 40821) as Company Secretary cum Compliance Officer of the Company with effect from the close of business hours on 21st April, 2023.

Appointment of Mrs. Shalini Ojha (ACS: 48483) as Company Secretary & Compliance Officer of the Company with effect from 29th May, 2023.

Non-Disqualification of Directors

The Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that, they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, banking, financial services, investments; and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, (IICA) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

A Certificate of Non-Disqualification of Directors, pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 obtained from M/s. Rakhi Dasgupta and Associates, Practicing Company Secretaries has been annexed as Annexure - D of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reason able 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 year;

c) They 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 to be followed by the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of the applicable laws and these are adequate and are operating effectively.

COMMITTEES OF THE BOARD

Currently, the Board has four committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 5 (Five) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of the Nomination and Remuneration Committee (NRC) has adopted a term of reference which, inter alia, deals with the manner of selection of Director and Key Managerial Personnel of the Company. The NRC recommends appointment of Director, Chief Executive Officer and Manager based on their qualifications, expertise, positive attributes, and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed there under. The NRC is responsible for identifying and recommending persons who are qualified to become directors or part of senior management of the Company. Remuneration Policy for the members of the Board and Executive Management has been framed, the said policies earmark the principles of remuneration and ensure a well-balanced and performance related compensation package considering shareholders interest, industry practices and relevant corporate regulations in India. The Nomination and Remuneration Policy of the Company is available on the website of the Company at www. mallcom.in under the "Codes & Policies" tab.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

Annual evaluation of Board, its performance, Committees, and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and applicable regulations of the Listing Regulations, was carried out.

The performance of the Board was evaluated after seeking input from all the Directors present in the meeting on the basis of criteria such as the board composition and structure, effectiveness of board processes, information, and functioning, etc.

The Board and Nomination & Remuneration Committee had evaluated / reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Securities and Exchange Board of India vide circular SEBI / HO /CFD /CMD/ CIR/ 2017/004 dated January 05, 2017, issued a Guidance Note on Board Evaluation about various aspects involved in the Board Evaluation process to benefit all stakeholders. While evaluating the performance, the above guidance note was considered. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated.

A meeting of the Independent Director for the FY 2022-23 was held on 8th February, 2023, to review the performance of the Non Independent Directors and performance of the Board as a whole, on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees, and individual Directors were also discussed. The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from each Independent Director under Section 149(6) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiar with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance Report.

CODE OF CONDUCT

The Companys code of conduct is based on the principle that business should be conducted in a professional manner with honesty and integrity and thereby enhancing the reputation of the Company. The Code ensures lawful and ethical conduct in all affairs and dealings of the Company. The Companys Policy on Code of Conduct is available on the website of the Company at www. mallcom.in under the "Codes & Policies" tab.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has Four Committees that have been mandatorily constituted in compliance with the requirements of the Companies Act, 2013 and the Listings Regulations. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Board has constituted following Committees to deal with matters and to monitor activities falling within their respective terms of reference: As on 31st March, 2023, the following 4 (Four) committees are as follows:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Corporate Social Responsibility Committee and 4.Stakeholders Relationship Committee.

A detailed note on the composition of the Board and its committees, including its terms of reference, is provided in the Corporate Governance Report. The composition and terms of reference of all the Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and Listing Regulations.

During the year, all recommendations made by the committees were approved by the Board.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2023 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company www.mallcom.in.

STATUTORY AUDITORS

The Report given by M/s. S. K. Singhania & Co, Chartered Accountants, on the financial statements of the Company for the financial year 2022-23 forms part of this Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors did not report any matter under Section 143 (12) of the Act.

DISCLOSURE ON MAINTENANCE OF COST RECORDS

The Company made and maintained the Cost Records under section 148 of the Companies Act, 2013 (18 of 2013) for the Financial Year 2022-23.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed M/s. Rakhi Dasgupta & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit report forms part of this Report as Annexure - B. The Secretarial Audit Report does not contain any qualifications, reservation, and adverse remark.

A Secretarial Compliance Report for the financial year ended 31st March, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Rakhi Dasgupta & Associates, Secretarial Auditor, and duly submitted to the stock exchanges.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements] Regulation, 2015 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and the provision of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form A0C—2 in terms of Section 131 of the Companies Act, 2013, is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. The Companys policy on Related Party Transaction is available on the website of the Company at www.mallcom.in under the "Codes & Policies" tab.

The details of related party disclosure under the relevant accounting standard form part of the notes to the financial statement provided in the Annual Report.

DEPOSIT

During the financial year under review, the company did not accept any deposit covered under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year ended 31st March, 2023, the Company incurred CSR Expenditure of C17.16 Lakhs. The CSR initiatives of the Company were under the thrust area of health & hygiene, girl child education and promotion of Olympic Sports and training of Sports-person. The CSR Policy of the Company is available on the website of the Company under the heading "Codes & Policies" at www.mallcom.in.

The Companys CSR statement and report on the CSR activities undertaken during the financial year ended 31st March 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure - C to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis forms part of this annual report and is annexed to this Report.

CORPORATE GOVERNANCE

The Company is committed to adopting good corporate governance practices. The report on Corporate Governance for the financial year ended 31st March, 2023, as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report. The requisite Certificate from Practicing Company Secretary for confirming the compliance with the conditions of Corporate Governance is annexed to the Report.

RISK MANAGEMENT

Risk Management has always been an integral part of the corporate strategy which complements the organizations capabilities with business opportunities, robust planning and execution. Structured risk management system permits the management to take calibrated risks, which provides a holistic view of the business, wherein risks are identified in a structured manner from Top down to Bottom- up approach. A key factor in sustainable value is the risk that the company is willing to take and its ability to manage them effectively In line with new regulatory requirements, the Company has framed a Risk Management Policy to identify the key risk areas, monitor and report compliance and effectiveness Appropriate actions pursuant to the Policy from time to time are taken to mitigate adverse impact of various Risks which may adversely affect the performance of the Company. The Risk Management Policy of the Company may be accessed on the Companys website www.mallcom.in under the "Codes & Policies" tab.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has robust Internal Financial Controls Systems in place commensurate with the size and nature of its business, which facilitates orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The internal control system ensures compliance with all applicable laws and regulations and facilitates the optimum utilization of available resources and protects the interests of all stakeholders. The internal control systems are monitored and evaluated by the internal auditors and their audit reports are reviewed by the Audit Committee of the Board at periodic intervals. The details of the internal control system and adequacy are covered in the Management Discussion and Analysis Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Act and SEBI Listing Regulations, the Company has framed a Whistle Blower Policy / Vigil Mechanism for Directors, employees, and stakeholders for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle Blower Policy to report instances of leak of unpublished price sensitive information. The Vigil Mechanism provides adequate safeguards against victimization of Directors or employees or any other person who avails the mechanism and provides direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy may be accessed on the Companys website www.mallcom.in under the "Codes & Policies" tab.

HUMAN RESOURCES

The Company believes that the quality of employees is the key to its success. In view of this, it is committed to equip them with skills, enabling them to evolve with technological advancements.

During the year, Industrial relations with employees remained cordial. Human Resource Development activities continued to receive considerable attention. The emphasis was on imparting training and developing the skill set of the employees to enable them to face the challenges in an increasingly complex work environment. The Company routinely organizes workshops and seminars focused on creating a harmonious work environment, promoting ethical practices, and strengthening the drive for high level performance. The company does not have any employees of the category as specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - E

CREDIT RATING

During the year under review, ICRA Limited has upgraded the long-term rating for the Companys Bank Facilities to [ICRA]A (pronounced ICRA A) from [ICRA]A- (pronounced ICRA A minus) ("Rating"). The outlook on the long-term rating is Stable.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013.

As per the requirement of the Act, the Company has in place a policy on prevention of sexual harassment of women which provides for the protection of women employees at the workplace and for prevention and redressal of complaints. The Policy may be accessed on the Companys website www.mallcom.in under the "Codes & Policies" tab. During the year no complaints were received.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts] Rules, 2014, is annexed herewith as Annexure — F.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION

There were no significant and material orders passed by the Regulators or Courts or Tribunal during the year impacting the going concern status and the operations of the Company in future.

LISTING

The equity shares of the Company continue to be listed at the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company has paid the requisite listing fees to all the Stock Exchanges for FY 2022-23.

GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholders at their e-mail address previously registered with the DPs and RTAs. To support the Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circulars and SEBI Circulars, copies of the Notice of the 39th AGM and the Annual Report of the Company for the financial year ended 31st March, 2023 including therein the Audited Financial Statements for the year 2022-23, are being sent only by email to the Members.

ACKNOWLEDGEMENT

Your directors place on records their gratitude to the dealers, agents, suppliers, investors, and bankers for their continued support, cooperation, and their valuable guidance to the Company and for their trust reposed in the Companys management.

Your directors also place on record their sincere appreciation to employees at all levels for their hard work, dedication, and continuous contribution to the Company.

For and behalf of the Board

Ajay Kumar Mall

Chairman, Managing Director & CEO

(DIN: 00470184)

Giriraj Kumar Mall

Place: Kolkata

Executive Director

Date: 7th August, 2023

(DIN: 01043022)