Financial Overview
The Company recorded a profit after tax of H3,631.58 Lakhs during the
financial year ended 31 March 2024 as against H3,693.71 Lakhs during the financial year
ended 31 March 2023. The basic & diluted earnings per share were H58.20 for the
financial year FY 2023-24 as against H59.19 for the financial year FY 2022-23.
Highlights of Financial Performance
Particulars |
Standalone |
Consolidated |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
Net Sales/Income from Operations |
40,571.76 |
40,443.16 |
42,071.62 |
41,055.39 |
Other Income from Operations |
411.82 |
299 |
413.44 |
314.69 |
Total Income from Operations |
40,983.58 |
40,742.16 |
42,485.06 |
41,370.08 |
Total Expenditure |
36,145.85 |
35,831.39 |
37,514.90 |
36,279.68 |
EBITDA |
5,444.87 |
5,505.1 1 |
5,768.64 |
5,848.31 |
EBITDA Margin(%) |
13.42 |
13.61 |
13.71 |
14.25 |
Depreciation |
630.28 |
665.84 |
787.26 |
826.81 |
Finance Cost |
388.68 |
227.60 |
424.66 |
245.79 |
Profit Before Tax (PBT) |
4,837.73 |
4,910.67 |
4,970.16 |
5,090.40 |
Provision for Tax |
1,294.43 |
1,244.98 |
1,338.58 |
1,369.69 |
Profit/Loss after tax (PAT) |
3,543.31 |
3,665.69 |
3,631.58 |
3,693.70 |
PAT Margins(%) |
8.73 |
9.00 |
8.63 |
8.93 |
Cash Flow Analysis
Particulars |
Standalone |
Consolidated |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
Sources of Cash |
|
|
|
|
Cash Flow from Borrowings |
1,901.67 |
7,104.05 |
1,935.51 |
6,589.63 |
Increase in Borrowings |
130.51 |
3,876.13 |
195.15 |
3,736.27 |
Sale of Investment |
1,245.13 |
- |
1,245.13 |
- |
Cash Flow from Investing Activities |
408.89 |
172.69 |
410.51 |
188.31 |
Decrease in Cash and Cash Equivalents |
- |
- |
- |
- |
Total |
3,686.2 |
11,152.87 |
3,786.3 |
10,514.21 |
Use of Cash |
|
|
|
|
Net Capital Expenditure |
2,574.84 |
4,452.41 |
2,633.17 |
4,582.40 |
Financial Expenses |
388.68 |
227.60 |
424.66 |
245.79 |
Dividend (including Dividend Tax) |
187.20 |
187.20 |
187.20 |
187.20 |
Direct Taxes Paid |
1,292.65 |
1,201.27 |
1,306.77 |
1,244.38 |
Purchase of Investment |
- |
- |
- |
2,698.63 |
Increase/(Decrease) in Non-current
Investments/Acquisitions |
- |
3,948.10 |
- |
409.48 |
Repayment of Borrowings |
- |
- |
- |
- |
Increase/(Decrease) in Cash and Cash
Equivalents |
(757.17) |
1,136.29 |
(765.51) |
1,144.33 |
Total |
3,686.2 |
11,152.87 |
3,786.3 |
10,514.21 |
Key Financial Indicators
Particulars |
Standalone |
Consolidated |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
Debtors Turnover Ratio(Times) |
6.65 |
6.10 |
6.55 |
6.40 |
Inventory Turnover Ratio(Times) |
5.15 |
6.56 |
4.37 |
5.22 |
Interest coverage ratio(Times) |
15.07 |
22.58 |
14.56 |
21.71 |
Current Ratio (Times) |
1.70 |
1.59 |
1.81 |
1.69 |
Debt/Equity Ratio (Times) |
0.38 |
0.44 |
0.39 |
0.43 |
PAT (%) |
8.73 |
9.00 |
8.63 |
9.00 |
EBITDA (%) |
13.42 |
13.61 |
13.71 |
14.25 |
Return on Net Worth (%) |
15.66 |
19.03 |
15.29 |
18.18 |
Outlook
The Company is well positioned to leverage the growth opportunities
offered by the developments in the infrastructure in the country in the coming years. With
the increasing manufacturing capabilities and an inflow of investments, the Company is
targeting to achieve a total turnover of H 1,000 Crores by FY 2028. In addition to this,
the organisation aims to offer its customers sustainable product offerings in the
forthcoming years.
Cautionary Statement
The Management Discussion and Analysis may contain forwardlooking
statements regarding the Company's objectives, expectations, or forecasts, which are
subject to applicable laws and regulations. Actual results may vary significantly from
those expressed. Key factors influencing the Company's operations include global and
domestic supply and demand dynamics impacting finished goods prices, availability and
costs of inputs, regulatory changes, tax laws, local economic trends, and other variables
like legal disputes and labour relations.
Internal Control Systems and their Adequacy
The Company maintains robust internal control systems that are
proportionate to its size and the nature of its business operations. These internal
controls are designed to offer reasonable assurance that all operational and financial
processes are adequate to protect against any unauthorised use or disposal, and to ensure
that all transactions are appropriately authorised, recorded, and reported.
Given the current economic downturn, the significance of internal
control systems is heightened. Regular monitoring, review, and assessment
of these internal controls across various functions are conducted by
the Audit Committee. Whenever necessary, corrective actions are promptly initiated.
Continuous evaluation is essential to ascertain the effectiveness of
the implemented internal control system as intended by the Board of Directors. The Audit
Committee engages with the company's Internal Auditors and Statutory Auditors to gather
their perspectives on the adequacy of the internal control systems. The committee then
informs the management of any significant observations made during these discussions.
Board's Report
Your directors are pleased to present the Fortieth Annual Report on the
business and operation of the Company together with an Audited Statement of Accounts for
the year ending March 31st, 2024.
FINANCIAL HIGHLIGHTS
Particulars |
Consolidated |
Standalone |
|
31.03.2024 |
31.03.2023 |
31.03.2024 |
31.03.2023 |
Total Revenue |
42,485.06 |
41,370.08 |
40,983.58 |
40,742.16 |
Profit Before Tax (PBT) |
4,970.16 |
5,090.40 |
4,837.73 |
4,910.67 |
Provision for Tax |
1,338.58 |
1,396.69 |
1,294.42 |
1,244.98 |
Profit After Tax (PAT) |
3,631.58 |
3,693.71 |
3,543.31 |
3,665.69 |
Other Comprehensive Income (Net of Tax) |
(15.99) |
7.90 |
3.64 |
7.90 |
Total Comprehensive Income for the period |
3,615.59 |
3,701.61 |
3,546.95 |
3,673.49 |
Appropriations |
|
|
|
|
Transfer to General Reserve |
3,350.00 |
3,525.00 |
3,350.00 |
3,525.00 |
Dividend Distributed |
187.20 |
187.20 |
187.20 |
187.20 |
Surplus carried to the next year's account |
606.99 |
528.59 |
233.26 |
223.51 |
OVERVIEW OF COMPANY PERFORMANCE
During the financial year 2023-24:
The Standalone Revenue of the Company increased to H 40,983.58
Lakhs from H 40,742.16 Lakhs registering a growth of 0.59% over previous year.
The Consolidated Revenue of the company increased to H 42,485.06
Lakhs from H 41,370.08 Lakhs registering a growth of 2.70% over previous year.
The Standalone and Consolidated profit after tax for the current
year was H 3,543.31 Lakhs and H 3,631.58 Lakhs respectively as against H 3,665.69 Lakhs
and H 3,693.71 Lakhs respectively for the previous year.
SHARE CAPITAL
The paid-up Equity Share Capital as at March 31st, 2024 was
H 624.00 Lakh. 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 H 3350.00 Lakh to the General
Reserve for the financial year ended March 31st, 2024.
DIVIDEND
The Board of Directors at their meeting held on 28th May
2024, has recommended payment of H 3/- (Rupees Three only) (30%) per equity share of the
face value of H10/- (Rupees Ten only) each as final dividend for the financial year ended
31st March 2024. 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 2023-2024 would absorb H
187.20 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 H 38,804/- 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
2015-16.
Mr. Ajay Kumar Mall, Managing Director, has been designated as the
Nodal Officer for IEPF-related matters
59
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 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.
The Consolidated Profit and Loss Account for the period ended 31st
March 2024, includes the Profit and Loss Account for the subsidiaries for the complete
Financial Year ended 31st March 2024.
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 AOC1, 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
The board of directors of our company is duly constituted and adheres
to all requirements stipulated by the applicable laws, listing regulations, and provisions
outlined in the Articles of Association. The composition of our board reflects the
requisite diversity, wisdom, expertise, and experience necessary to effectively oversee
and guide the operations of our company, aligned with its scale and strategic objectives
Retirement by Rotation
Mr. Arindam Bose (DIN: 05202786), retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment in accordance
with the provisions
of Section 152(6) and other applicable provisions of the Companies Act,
2013.
Appointment of Directors
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors at its Meeting held on July 26, 2024, inter alia,
considered and approved, the appointment of:
1. Ms. Mayuri Kaustubh Dhavale (DIN: 02960956) as an Additional
Director (Independent and Non-Executive) of the Company with effect from 26 July, 2024 to
hold office up to the date of the ensuing Annual General Meeting of the Company and
subject to approval of the Members at the said Annual General Meeting, to hold office as
an Independent Director for a term of 5 (five) consecutive years commencing from 26th
July , 2024 to 25th July, 2029 (both days inclusive);
2. Ms. Srishty Mehra (DIN: 01268588) as an Additional Director
(Independent and Non-Executive) of the Company with effect from 26 July, 2024 to hold
office up to the date of the ensuing Annual General Meeting of the Company and subject to
approval of the Members at the said Annual General Meeting, to hold office as an
Independent Director for a term of 5 (five) consecutive years commencing from 26th
July , 2024 to 25th July, 2029 (both days inclusive).
Key Managerial Personnel
Cessation of Ms. Anushree Biswas (ACS: 40821) as Company Secretary and
Compliance Officer of the Company with effect from the close of business hours on April
21, 2023.
Cessation of Mrs. Shalini Ojha (ACS: 48483) as Company Secretary cum
Compliance Officer of the Company with effect from the close of business hours on January
20, 2024.
Appointment of Mr. Gaurav Raj (ACS: 71866) as Company Secretary &
Compliance Officer of the Company with effect from February 12, 2024.
Non-Disqualification of Directors
The Company has received declarations from each of the Independent
directors pursuant to Section 149(7) of the Companies Act, 2013, confirming their
compliance with the criteria for independence as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16( 1 )(b) of the Listing Regulations.
The Board is of the view that the Independent Directors of the Company
possess the necessary qualifications, experience, and expertise in the domains of finance,
people management, strategy, auditing, tax and risk advisory services, banking, financial
services, and investments. Furthermore, they adhere to the 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' 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, 2024, 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 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 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, 6 (Six) 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 2023-24 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.
COMPANY'S 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 2023-2024 was held on
February 12, 2024, 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 declarations from each Independent Director
pursuant to Section 149(7) of the Companies Act, 2013, stating that he/she meets the
criteria for independence as defined in Section 149(6) of the Act and Regulation 16(1)
(b) read with Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Board of Directors has duly considered and
taken note of these declarations following a comprehensive assessment of their accuracy
and reliability
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 Company's code of conduct is grounded in the principle that all
business activities should uphold professionalism, honesty, and integrity, thereby
bolstering the Company's reputation. The Code mandates lawful and ethical conduct in all
aspects of the Company's operations and interactions. The Company's Policy on Code of
Conduct can be accessed on the Company's website at www.mallcom.in, located under the
'Codes & Policies' section.
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 2024, 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 2024 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 2023-24
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 for the Financial Year 2023-24.
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
2023-24. 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 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines
issued thereunder, was obtained from M/s. Rakhi Dasgupta& Associates, Secretarial
Auditors, 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 arm's 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 A0C2 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's
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
In pursuance of the CSR obligation for the financial year 2023-2024,
the company incurred CSR expenditures of H 15.71 lakh. The CSR initiatives of the Company
were focused on key priorities including Livelihood enhancement projects, education
promotion, poverty alleviation, Employment enhancing vocational skills and the promotion
of Olympic sports alongside the training of sportspersons. The CSR Policy of the Company
is available on the website of the Company under the heading "Codes &
Policies" at www.mallcom.in.
The Company's CSR statement and report on the CSR activities undertaken
during the financial year ended 31st March 2024, 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 Management's 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 March 31st,
2024, 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 is a fundamental component of our corporate strategy,
complementing our organizational capabilities with business opportunities through robust
planning and execution. Our structured risk management system enables calibrated
risk-taking, providing a comprehensive view of our business. Risks are identified in a
structured manner using a top-down to bottom-up approach. A crucial element of sustainable
value creation is our ability to manage risks effectively and our willingness to undertake
them. In accordance with new regulatory requirements, we have developed a Risk Management
Policy to identify key risk areas, monitor compliance, and assess effectiveness. We
consistently take appropriate actions as per this Policy to mitigate the adverse impacts
of various risks that could potentially affect our performance. The Risk management policy
of the company may be accessed on the company's 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 Company's 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 Company's website
www.mallcom.in under the "Codes & Policies" tab.
HUMAN RESOURCES
The Company firmly believes that the quality of its employees is
fundamental to its success. Accordingly, it is dedicated to providing them with the skills
necessary to adapt to technological advancements.
Throughout the year, the Company maintained positive industrial
relations with its workforce. Human Resource Development initiatives were a major focus,
with significant efforts directed towards training and skill enhancement to prepare
employees for the complexities of the evolving work environment. The Company regularly
conducts workshops and seminars designed to foster a harmonious work culture, uphold
ethical standards, and drive exceptional performance. Details pursuant to the provisions
of Section 197(12) of the Companies Act, 2013 read with Rule 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 reaffirmed the Company's
long-term rating of A for its Bank Facilities, with a Stable outlook on the long-term
rating.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPALCE
(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 Company's website www. mallcom.in under the "Codes &
Policies" tab. Throughout the year, no complaints were reported.
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 REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There were no significant and material orders passed by the Regulators
or Courts or Tribunals 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 2023-24.
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 Company's 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 40th AGM and the Annual Report of the Company for the financial
year ended 31st March 2024 including therein the Audited Financial Statements
for the year 2023-2024, are being sent only by email to the Members.
ACKNOWLEDGEMENT
Your directors gratefully acknowledge the support, cooperation, and
valuable guidance extended by the dealers, agents, suppliers, investors, bankers and other
associates. Their trust in the management is deeply appreciated.
Your directors also express sincere appreciation to employees at all
levels for their hard work, dedication, and ongoing contributions to the Company
|
For and behalf of the Board |
|
|
Ajay Kumar Mall |
Giriraj Mall |
Date: 26th July, 2024 |
Chairman, Managing Director & CEO |
Executive Director |
Place: Kolkata |
DIN:00470184 |
DIN:01043022 |