- COMPANY PERFORMANCE
Maris Spinners Limited (Your Company) is a leading spinning mill
manufacturing high quality yarn for the domestic market with interests in Wind Energy
Generation for captive use. The Gross Revenue from operations stood at Rs. 14995.12 lakh
compared with 17197.18 lakh during the Previous Year. The Operating Profit/(loss) before
tax stood at (1569.09) lakh as against Rs.2332.95 lakh during the Previous Year. The Net
Profit/(Loss) for the year stood at Rs. (1120.09) lakh against Rs. 1546.25 lakh reported
during the Previous Year. Due to market condition and cotton price the company incurred
loss during the year under review.
The Company is navigating through these unprecedented times by building
stronger and deeper relationships with consumers and its partners. The Company is
supporting various Government Initiatives and helping communities around to fight the
pandemic.
- FINANCIAL HIGHLIGHTSRs. in lakh
| S.NO. |
PARTICULARS
|
2022-23 |
2021-22 |
| i |
Revenue from operations |
14995.12 |
17197.18 |
| ii |
Profit before exceptional items/extraordinary
items and tax |
(1569.09) |
2332.96 |
| iii |
Exceptional and extraordinary items |
– |
– |
| iv |
Profit/Loss before tax |
(1569.09) |
2332.96 |
| v |
Tax adjustments |
|
|
|
For Current year |
– |
656.44 |
|
Relating to previous year |
– |
– |
|
Deferred Tax |
(482.69) |
87.28 |
|
MAT credit entitlement |
– |
46.35 |
| vi |
Other comprehensive income |
(33.69) |
3.36 |
|
Profit (Loss) after tax |
1120.09 |
1546.25 |
|
vii
|
Earnings per share |
(14.13) |
19.51 |
- DIVIDEND AND RESERVES
No dividend were declared for the current financial year (2022-23)
due to loss incurred by the company.
- INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS
Pursuant to the notification of the Companies (Indian Accounting
Standard) Rules, 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the
company has adopted IND AS (Indian Accounting standards) from the financial year 2017-18.
- ANALYSIS AND REVIEW
Industry conditions and Review of operations
Indias $200 billion textile and apparel industry is facing a
crisis as consumers in the United States, Europe and other big markets have cut spending
on clothing following a surge in inflation after the war in Ukraine.
While the overall economy is relatively strong and is outperforming
major economies, the textile sector is a notable exception and orders suggest the downturn
will continue well into 2023, raising the risk of layoffs in an industry that employs more
than 45 million people.
Exports, which constitute about 22% of the industry, have fallen for
five months in a row - declining over 15% year-on-year in November to $3.1 billion.
Domestic sales are sluggish despite strong growth in the overall economy because of high
costs and cheap imported garments.
After bumper sales earlier this year, local textile factories are now
cutting production - contributing to a 4.3% contraction in manufacturing output in
July-September quarter that has raised concerns among policy makers.
After 18 months of robust growth through mid-2022, global retail sales
of clothing have been dragged down by high inflation and depressed consumer sentiment, and
prospects for 2023 look gloomy,
In India, the manufacturing sector, contributing 16% of GDP, has been
hit by rising raw material costs and weak demand, despite bright growth elsewhere.
Manufacturing showed no signs of growth in the first half of the current April-March
fiscal year while the overall economy, helped by agriculture and services, expanded 6.3%.
Textile manufacturers, along with makers of footwear, furniture,
electronic and electricals, have been hit as companies battle to pass on rising input
costs, while consumers have cut expenditure on these products as they spend more on food
and fuel.
In the textile industry, higher domestic cotton prices and other costs
have hit profit margins, while overseas orders for next summer are down by about one-third
and domestic demand remains weak.
"We see difficult times at least for the next six months as orders
from major markets including the EU and the USA have come down substantially, as per the
estimates of Apparel Export Promotion Council, citing inflation and global headwinds
hitting domestic sales as well despite a fall in cotton prices by about 40% from record
highs hit in 2022, profit margins were down due to lower sales in the domestic market.
Interest rates on bank loans have gone up along with labour costs, but
sales are down and domestic cotton prices remained high compared to global prices, and
manufacturers are unable to compete with cheap imports from Bangladesh.
Local cotton is at least 10% more expensive than global benchmarks, as
per the reports of the Cotton Association of India (CAI).
The industry has sought duty free imports of cotton, an interest
subsidy on bank loans and expansion of production linked incentives to face the crisis.
Company Outlook
The Company expects the cotton prices to remain less volatile.
The overall global economic outlook is not encouraging due to numerous factors viz.,
the ongoing Ukraine - Russia war, overall increase in commodity prices (cotton being no
exception) and an un-
precedented double digit inflation as being experienced in western
countries for the very first time in decades, The domestic demand for cotton products
including apparels will take a huge hit due to high inflationary trend as currently being
experienced in India.
The Company is making all efforts to reduce costs and rationalize
operations to have a positive effect and give better operational results.
Opportunities and Risks
The Indian textile and apparel industry has been adversely impacted
in the short to medium -term due the ongoing Ukraine-Russia war, overall increase in
commodity prices and un-precedented double digit inflation as being experienced in western
countries, resulting in lower consumer spends on apparels and made ups. The sector is
reeling under liquidity crisis due to cost pressure and related factors.
The cotton price is subject to climatic conditions and market
volatility. The probable impact of climatic conditions in current year is expected to have
a bearing on the cotton prices and yarn rates too.
Exports may get affected due to global sentiments, inflationary
pressure and continued threat of COVID. Power shortage and Labour shortage (migration of
labour force due to un-relenting threat of COVID) are major concerns, which could have
major impact on operations of the industry.
Higher inflation, increase in borrowing cost, cost of Raw Material viz.
cotton and price of finished product viz. yarn would have adverse impact on profit margin
of the company.
- FINANCE AND ACCOUNTS
The financial statements have been prepared in accordance with
Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 notified under section 133 of the Companies Act, 2013, (the "Act")
and other relevant provisions of the Act.
There is no auditors qualification in the financial statements for the
year under review.
- EXPANSION OF PLANT CAPACITY AND INSTALLATION OF SOLAR POWER PLANT
Your Company added production capacity at their Unit I at Hunsur,
Mysore District, Karnataka by 7488 spindles and the installed capacity has increased 28704
spindles to 36192 spindles (an increase of about 26.08%) at the cost of about Rs. 35.00
crores. New machinery was installed, and commercial production commenced from 1st October
2022.
Your company had installed 2.80 MW of Solar Power Plant at their Unit
II at Manaparai, Trichy Dt., Tamilnadu. The Solar plant was commissioned on 23rd March
2023.
- LISTING
The Equity Shares of your Company are listed at BSE Limited, Mumbai
(BSE). The listing fees to the Stock Exchange and custodian fees to depositories viz. NDSL
and CDSL have been paid within time by the Company.
- CORPORATE GOVERNANCE
As per Regulation 17 of the Listing Regulation with the Stock
Exchanges, a separate section on Corporate Governance practices followed by the Company,
together with a certificate from the Companys Auditors confirming compliance forms an
integral part of this Report. (Annexure 1).
- EXTRACT OF ANNUAL RETURN
The copy of MGT 7- Annual Return as required under Section 92 of
the Companies Act, 2013, is placed in the web site of the Company (relating to financial
year 2022 ), the web link is www.maris.co.in. The current year MGT 7 will be displayed in
the web site after the form has been filed with MCA.
- SHARE CAPITAL
The companys paid-up capital as on 31-3-2023 was 7924760 Equity
Shares of Rs. 10 each amounting to Rs. 7,92,47,600/- after taking into account forfeiture
of 247600 Equity Shares of Rs. 10 each made on 9th June 2021.
- DIRECTORS
During the year Mr. Raghuraman [DIN: DIN 01722570] and Mr. Adithya
Raghuraman [DIN 08172745] retire by rotation at the forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment.
- BOARD EVALUATION
During the year, a formal process for annual evaluation of
performance of Board, its committees and directors was carried out as per the criteria
laid down by the Nomination and Remuneration Committee, pursuant to the provisions of the
Companies Act, 2013 (C A 2013) and Clause 49 of the Listing Agreement as applicable at
that time.
The criteria of evaluation of Board and its Committees were founded on
the structure, composition, Board Management relationship, effectiveness in terms of roles
and responsibilities and processes encompassing the information flow and functioning. The
guiding standards for the assessment of performance of Directors (including the
independent Directors) their attendance and participation at Board Meetings, sharing of
their relevant domain expertise and networkings in other forums, the strategic inputs and
demonstration towards governance compliances.
For evaluation of performance of the Chairman additional aspects like
Institutional image buildings, proving guidance on strategy and performance, maintaining
an effective and healthy relationship between the Board and the Management were taken into
consideration. The evaluation was carried out through a structured methodology approved by
the Nomination and Remuneration Committee after ensuring that the aspects under each of
the laid down criteria are comprehensive and commensurate with the size of the Board and
the Committee.
- KEY MANAGERIAL PERSONNEL
The following are the key managerial personnel of the Company:
| Sr No. |
Name of the person |
DIN |
Designation
|
Remuneration paid during the
FY 2022-23 (Rs. In lakh) |
| 1 |
Mr. Anandkumar Rengaswamy |
00075375 |
Managing Director
|
39.00
|
| 2. |
Mr. T Raghuraman |
01722570 |
Wholetime Director
|
12.00
|
| 3. |
Mr. A.Harigovind |
06428975 |
Wholetime Director and Chief Financial Officer |
NIL
|
| 4. |
Mr. Adithya Raghuraman |
08172745 |
Wholetime Director
|
9.00
|
| 5. |
Mr. N Sridharan |
|
Company Secretary and Compliance Officer
|
2.70
|
- NUMBER OF MEETINGS OF THE BOARD
During the year six meetings of the Board of Directors were held on
14th May 2022, 12th August 2022, 7th November 2022, 14th November 2022, 6th February 2023
and 29th March 2023.
- PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial
Statements.
- WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns
or grievances.
- 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 that the
provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure
in form AOC - 2 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 developed a Related Party Transactions framework
through Standard Operating Procedures for the purpose of identification and monitoring of
such transactions.
All Related Party Transactions are placed before the Audit Committee as
also to the Board for approval. Omnibus approval was obtained on a quarterly basis for
transactions which are of repetitive nature. Transactions entered into pursuant to Omnibus
approval are audited by the Risk Assurance Department and a statement giving details of
all Related Party Transactions are placed before the Audit Committee and Board for review
and approval on a quarterly basis.
- DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134 (3) (c) of the Companies Act, 2013.
- that in the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2023 and of the profit of the Company for the
year ended on that date.
- that 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;
- the annual accounts have been prepared on a going concern basis;
- that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
- that the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
- REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Companys policy on appointment and remuneration
including criteria for determining qualifications, positive attributes and independence
are provided in the Corporate Governance Report forming part of this Report. The policy is
given as (Annexure 2).
- AUDITORS
+91-9892691696
