Mallcom (India) Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Thirty-Fourth Annual Report on the business and operation of the Company together with Audited Statement of Accounts for the year ending March 31st, 2018.

(Rs. in Lakhs)

Particulars

Consolidated

Standalone

March 31,2018 March 31,2017 March 31,2018 March 31,2017
Total Revenue 24,876.52 25,911.49 24,910.98 26,110.96
Profit Before Tax (PBT) 1,354.11 1,516.09 1,496.48 1,405.22
Provision for Tax 509.60 525.16 513.99 476.94
Profit After Tax (PAT] 844.54 1,007.67 982.49 928.28
Other Compreensive Income (Net of Tax) 3.07 4.34 3.07 4.34
Total Comprehensive Income for the period 847.59 1,011.84 985.56 932.62
Balance brought forward from previous year (392.15) (473.78) 10.31 7.90
Profit available for Appropriations 842.50 1,011.84 982.49 932.62
Appropriations
Transfer to General Reserve 825.00 780.00 825.00 780.00
Proposed Dividend - 124.80 - 124.80
Tax on Proposed Dividend - 25.41 - 25.41
Surplus carried to the next years account (374.65) (392.15) 165.76 10.31

The above figures are extracted from financial statements as per Ind AS, the company has followed the guidance as prescribed in Ind AS 101, first time adoption w.e.f. 01.04.2017 as the transition date and IGAAP as the previous GAAP

OVERVIEW OF COMPANY PERFORMANCE

Over the last couple of years Mallcom has shifted its focus to improve its profitability, introduce newer and better products in the market, and build a universal brand for superior quality products.

During the year under consideration, the company with its continuing focus on strengthening its front end operations, has achieved standalone income of 24,910.98 Lakhs and profit after tax of 982.49 Lakhs as against 26,110.96 Lakhs and 928.28 Lakhs respectively for the previous year. The Consolidated Income and Profit after tax of the company for the year 24,876.52 Lakhs and 844.54 Lakhs as against 25,911.49 Lakhs and 1,007.67 Lakhs respectively for the previous year.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31st 2018 was 624.00 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.

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

There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial relate.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the company. Mallcom continues to be one of the leading Personal Protective Equipment company in the country.

DIVIDEND

Your Board has recommended dividend of 2.00 per share for the financial year ended March 31st, 2018 as against 2.00 per share (i.e. 20% on an equity share of 10/- each) for the previous financial year ended March 31st, 2017. The dividend if approved by the shareholders at the ensuing annual general meeting shall be paid to those shareholders, whose name appear in the register of members as on book closure date. Total dividend of 20% for the year 2017-18 would absorbed 124.80 Lakhs exlusive of dividend tax.

TRANSFER TO RESERVE

During the year under review, your Company has transferred an amount of Rs. 825.00 Lakh to the General Reserves for the financial years ended on 31 st March, 2018

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF

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 dividend/unclaimed amount is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government underthe provisions of Section 125 of Companies Act, 2013.

During the year under review the unclaimed dividend for the financial year 2009-10 has been transferred to IEPF within its respective due date.

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 adopt good corporate governance practices. The report on Corporate Governance for the financial year ended March 31st 2018, as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015 forms a part of this Annual Report. The reguisite Certificate for confirming the compliance with the conditions of Corporate Governance is annexed to this Report.

SUBSIDIARY COMPANIES

The Company has two subsidiary companies namely Mallcom VSFT Gloves Pvt. Ltd. and Mallcom Safety Pvt. Ltd. The Company regularly monitors the performance of such companies. The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company. Further, the annual accounts of the subsidiaries are also available on the website of the Company www.mallcom.in . The consolidated financial statement presented by the Company includes the financial results of its subsidiary companies.

Pursuant to the provision of Section 129(3] of the Companies Act, 2013, a statement containing salient features of financial statement of the aforesaid Subsidiaries, in Form AOC —1, is annexed herewith as Annexure - A of this report.

The policy for determining material subsidiaries as approved may be accessed from the Company website at the www.mallcom.in .

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT— 9 in compliance with Section 92 of the Companies Act, 2013 read with applicable Rules made there under is annexed herewith as Annexure—B. The extract of Annual Return may be accessed from the Company website at the www.mallcom.in .

AUDITORS

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 the members of the Company in its 32nc^ Annual General Meeting approved the appointment of M/s. S. K. Singhama & Co, Chartered Accountants (Firm Registration No. 302206E), as the Statutory Auditors of the Company to hold office until the conclusion of 36^ AGM of the Company.

The Report given by M/s. S. K. Singhama & Co, Chartered Accountants on the financial statements of the Company for the year 2018 is forming part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Auditors Report does not contain any qualification, reservation or adverse remark.

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, the Board had appointed Ms. Anju Agarwal, Practicising Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2017- 18. The Secretarial Audit report is given as Annexure - C forming part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of Companies Act, 2013 read with rules made there under, the directors of Mallcom have constituted a Corporate Social Responsibility Committee. As part of its initiative under Corporate Social Responsibility the company has contributed for the purpose of scheme as provided in CSR Policy.

The CSR Policy may be accessed on the Company website at www.mallcom.in and further details about the initiatives taken by the Company on CSR during the year under review have been appended in Annexure D to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company www.mallcom.in .

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. 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 reguirements, the Company has formally 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.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC] has adopted a terms of reference which, interalia, deals with the manner of selection of Director and the 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 taking into account shareholders interest, industry practices and relevant corporate regulations in India.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the company, Ajay Kumar Mall (DIN: 00470184), Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommend his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. All Independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligation and Disclosure Reguirements) Regulation 2015. During the year under review, there is no change in the Board of Directors of the Company.

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.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Reguirements] Regulations 2015, the formal annual evaluation was carried out for the Boards own performance, its committee & Individual directors. The manner and detail in which evaluation was carried out is stated in the Corporate Governance Report which is annexed and forms a part of this report.

MEETINGS

The Board met four times during the year, the details of which are given in the Corporate Governance Report. The intervening gap between the Meeting was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Reguirements] Regulation, 2015.

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 Reguirements] Regulation, 2015 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS ALL transactions entered into with the 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 AOC—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 Company has formulated a policy on dealing with ReLated Party transaction. The Policy is discLosed on the website of the Company www.maLLcom.in .

The detaiLs of reLated party discLosure from part of the notes to the financiaL statement provided in the annuaL report.

PARTICULARS OF EMPLOYEES

Your Company has no empLoyee 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

Duringthe year under review, the company has assigned Long Term Debt Rating of Fitch "IND BBB" with stable outLook and Short Term Rating of Fitch "IND A3 +" for its Working Capital Bank borrowings.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARRASMENT OF WOMEN AT WORKPALCE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013.

The Companys policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.

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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details of the internal control system and adeguacy are covered in Management Discussion and Analysis Report.

DIRECTORS RESPOSIBILITY 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 March 31st 2018 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) The directors have taken proper and sufficient care for the maintenance of adeguate 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 adeguate and were operating effectively.

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

CONSERVATION OF ENERGY, TECHNOLOGY ASORPTION 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 order passed by the Regulators or Courts or Tribunal during the year impacting the going concern status and the operations of the Company in future.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation to all the employees of the organisation for their hard work, dedication, and commitment towards the companys performance. Mallcom also wishes to place on record its gratitude for the valuable assistance and co—operation extended to the Company by the Central Government, State Governments, banks, institutions, investors and customers.

For and on behalf of the Board

Ajay Kumar Mall

Managing Director & CEO

(DIN:00470184)

Date: May 30, 2018

Place : Kolkata