Maral Overseas Ltd Directors Report

Your Directors are pleased to present the Thirty Fourth Annual Report of your Company on business and operations along with the Audited Financial Statements and the Auditor?s Report of Maral Overseas Limited for the financial years ended 31st March, 2023.

The Financial performance of the Company for the year ended 31st March, 2023 is summarised as below:

Particulars	2022-23	2021-22
Revenue from Operation	1025.85	1082.44
Profitbefore Interest & Depreciation	34.71	139.63
Less: Finance Cost	23.10	21.03
Profitbefore Depreciation & Amortisation	11.61	118.60
Less: Depreciation & Amortisation	29.97	26.12
Profit/(Loss) before Tax	(18.36)	92.48
Less:
a) Current Tax	-	27.14
b) Deferred Tax	(1.69)	(1.27)
c) Taxes adjustment for earlier years	(0.74)	(0.37)
Profit/(Loss) after Tax	(15.93)	66.98
Add: Opening Balance	45.39	(20.48)
Add: Transfer to Capital Redemption Reserve	-	(1.80)
Add: Other Comprehensive Income	0.05	0.69
Add: Dividend Distribution	(8.30)	-
Balance at the end of the year- Retain Earning	21.21	45.39

Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors held during the year along with details regarding the meetings attended by the Directors, forms part of Corporate Governance Report. The composition of Board and its Committees has also been provided in detail in the Report on Corporate Governance.

Dividend and Other Appropriations

In view of the financialposition of the Company during the year under review, your Directors do not recommend any dividend on the Equity Shares of the Company.

Operational Performance

Your Directors inform the members that during the year under review, the operations of the Company were affected due to several domestic as well as international developments. There was a slowdown in the global economy which led to decline in the margins of the Company and entire textile industry, hence, your Company su_ered losses during the year. Textile industry was undergoing an uncertain phase due to poor demand and lower selling prices. The fabric division of your Company reported satisfactory performance and improved profitability during the year despite decrease in turnover. The Garment segment continued to remain sluggish due to market conditions and high raw material costs and reported losses in spite of increase in turnover. The Yarn division of the Company reported lower turnover and profitability. Your Company geared itself to face challenges and made all efforts to continue its operations with full efficiency at optimum capacity.

The current business conditions are uncertain and your Directors are taking all necessary steps to overcome the situation, perform better and recover lost ground. The Company has undertaken cost optimization and rationalisation exercise to bring down the cost of operations and is also working on realigning product mix to improve margins. Your Directors are optimistic about better economic condition in future and with the completion of the ongoing modernization programme, your Company would be able to significantly improve its performance and profitability.

During the year under review, operation of one of Garment unit located at C-126, Sector, 63, Noida- 201307 (U.P.), was consolidated with other existing unit located at A-37, Sector 64, Noida (U.P.) and after consolidation, the lease of said unit i.e. C-126, Sector, 63, Noida 201307 (U.P.) had been discontinued w.e.f. 30th April, 2023.

Your Company achieved a turnover of C1025.85 Crore for the year ended 31st March, 2023 against C1082.44 Crore in the previous year ended 31st March, 2022. Further, the Company achieved an operational profitof C34.71 Crore as against C139.63 Crore in the previous year. The Company recorded a Net Loss of C15.93 Crores as against a Net Profitof C66.98 Crore reported in the previous year.

During the period under review, your Company recorded a production of 13,281 MT of grey yarn (18,133 MT), 2,542 MT of dyed yarn (2,791 MT), 3,507 MT of grey knitted fabric (4,281 MT), 4,756 MT of processed fabric (6,224 MT) and 51.32 Lakh pieces of garments (55.38 Lakh pieces).

During the year under review, the Company?s exports (FOB value) were to the tune of C437.67 Crore (C516.48 Crores) and accounted for 42.66 % (47.72 %) of the Company?s turnover. The yarn business accounted for 45.06 % (50.07 %) while knitted fabric and garment business accounted for 29.41 % (31.30 %) and 25.53 % (18.63%) respectively.

Your Directors are hopeful that with continued performance by the Company during the current fiscal year under review, your Company shall be able to meet its obligations.

Modernization, Expansion and Diversification

Your Directors in their previous report had informed the members about a modernization of C11.00 Crore comprising of spinning, yarn dyeing, fabric processing, engineering and IT at its Sarovar Plant and an automated cutting machine, with other stitching machines etc. for the new Garment project at the Noida Plant of the Company. Your Directors also informed the members about modernization programme of C39.00 Crore comprising of Spinning, Knitting, Processing and Engineering etc. at its Sarovar Plant.

Your Directors are pleased to inform the members that modernization programme of C11.00 Crore and C39.00 Crore had been fully completed and the Company had started deriving benefits from the same under review.

Your Directors take pleasure in informing the members that during the year under review, your Company had undertaken further modernization programme comprising of Spinning, Processing, Knitting and Engineering at a capital outlay of C22.18 Crore at Sarovar plant. It is expected that the said modernization programme would be completed during the current financial years 2024. This will result in improving the overall efficiency of production, quality of products and better utilization of installed capacity resulting to higher profitability.

Your Directors in their previous report had informed the members about the project for a 132 KVA Dedicated Feeder line which is now decided to be dropped. Your Directors proposes to explore the possibility of setting up Biomass cogeneration Power plant for captive consumption of power coupled with power generation through installation of roof-top solar panels.

Your Directors had also reported in previous report about the setting up a new garment manufacturing unit at Noida by setting up 500 Sewing Machines and printing at a Capital outlay of C14.93 Crore. Your Directors feel pleasure in informing the members that the commercial production of the unit commenced during the year under review and Company has started getting full benefits of value addition as well offering a wider range of products.

Your Directors had also reported in previous report about the diversification programme at a capital outlay of C122.94 Crore by setting up a Spinning Unit comprising of 18864 spindles for producing Melange Yarn at its Sarovar Plant. This will complement the existing product range being offered by the Company. The Melange Spinning Unit would be functional in the current financial years 2024.

Your Directors are hopeful that the above modernization, expansion and diversification programme will lead to significant growth in the turnover and profitability of the Company.

Corporate Social Responsibility

Your Company considers Corporate Social Responsibility (‘CSR?) and sustainability initiatives and practices, as an important element of doing business, as a responsible corporate citizen. Your Company has been involved with social initiatives and engages in various activities in the fields of education, healthcare and community upliftment.

CSR initiatives and activities of the Company are aligned to the requirements of Section 135 of the Companies Act, 2013. The composition and terms of reference of the CSR Committee are given in the Corporate Governance Report. The Annual Report on the CSR initiative undertaken by the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure I forming part of this Report. The Company?s Corporate Social Responsibility Policy as approved by the Board of Directors is disclosed on the website of the Company.

Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return for the FY 23, is available on the website of the Company on the following link: https://www.maraloverseas.com/ Uploads/financial/Draft%20Annual%20Return%202022-2023.pdf

Directors and Key Managerial Personnel

Your Directors inform the members that Shri Shantanu Agarwal (DIN-02314304), Director, retires by rotation and being eligible, offers himself for re-appointment.

During the year, Board of Directors had approved the re-appointment of Shri Shekhar Agarwal (DIN: 00066113) as Managing Director for a period of three years commencing from 1st April, 2022 and remuneration payable to Shri Shantanu Agarwal, Joint Managing Director w.e.f. 1st April, 2022 for his remaining tenure upto 18th June, 2025 upon commendation of Nomination and Remuneration Committee and the same were subsequently approved by the shareholders of the Company by way of Special Resolution through Postal Ballot by e-voting on 19th June, 2022.

Your Directors further inform the members that pursuant to the provisions of section 149(7) of the Companies Act,2013 ("The Act"), a declaration has been received from the Independent Directors at the beginning of the financial years stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation

16(1) (b) and 25 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended form time to time.

During the year under review, the Board at its meeting held on 4th November, 2022, appointed Shri Manoj Gupta as Chief Financial Officer of the Company in place of Shri Atul Kumar Jain with immediate effect.

Shri Shekhar Agarwal, Chairman & Managing Director and CEO, Shri Shantanu Agarwal, Joint Managing Director, Shri Manoj Gupta, Chief Financial Officer and Shri Virendra Kumar Garg, Company Secretary acted as Key Managerial Personnel of the Company as on 31st March, 2023.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. Further, none of the Directors are debarred from holding the office of Director pursuant to any SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

Directors? Appointment and Remuneration Policy

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Schedule II Part D, a Nomination and Remuneration Policy had been framed for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation of their remuneration. The Nomination and Remuneration Policy as framed is annexed as Annexure II and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well as your Directors endeavours to follow the policy and all appointments in Board and Senior Management are considered at the meeting of the Committee and the Board.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation has been done by the Board of its own performance, its Committees and individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report. Your Directors feels pleasure in informing the members that, the performance of the Board as a whole and its members individually was adjudged satisfactory.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of industry in which Company operates, business model of the Company, etc., through various programmes.

Auditors

Statutory Auditors

Your Directors inform the members that Board of Director has recommended the re-appointment of M/s. S. S. Kothari Mehta

& Company, Chartered Accountants, (Firm Registration No. 000756N) as Statutory Auditor of the Company for a second term of five consecutive years, starting from the conclusion of 33rd Annual General Meeting (‘AGM?) held on 25th August, 2022 till the conclusion of this 38th AGM of the Company to be held in the year 2027 in accordance with the provisions of Section 139 of the Companies Act, 2013, upon commendation of Audit Committee subject to the approval of the members of the Company. Accordingly, the members of the Company had approved the re-appointment of M/s. S. S. Kothari Mehta & Company, as Statutory Auditor of the Company in their Annual General Meeting held on 25th August, 2022. Statutory Auditor have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.

Your Directors further inform the members that during the year under review, M/s. P. K. Deora & Co., Chartered Accountants (Firm registration No 004167N), who has completed their term of five years as Statutory Auditor of the Company, retired as Statutory Auditors of the Company at the conclusion of the 33rd Annual General Meeting of the Company held on 25th August, 2022.

During the year under review, the Auditor did not report 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 observations of the Auditor, if any, are explained wherever necessary, in the appropriate notes to the accounts which forms part of this Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark, disclaimer or emphasis of matter.

Internal Auditors

Pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. GSA & Associates, LLP, Chartered Accountant and M/s. Arvind Kaul and Associates, Chartered Accountants as Internal Auditors of the Company for the financial years 2022-23.

The role of Internal Auditors includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws & other operational norms, as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed

M/s. Pranav Kumar & Associates, Company Secretaries, as Secretarial Auditor of the Company for the year ended 31st March, 2023. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Report of Secretarial Audit is annexed as Annexure III forming part of this Report.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 as amended, the Board of Directors of the Company on the commendation of Audit Committee had approved the appointment of M/s. K. G. Goyal & Co. as the Cost Auditor to conduct the audit of the cost records of the Company for the year ended 31st March, 2023.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the financialstatements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

All contracts/arrangement/transactions entered into by the Company during the financial years with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations, 2015. Prior omnibus approval of the Audit Committee are obtained for all related party transactions, which are foreseen and repetitive in nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the Audit Committee and the Board of Directors on a quarterly basis.

All related party transactions entered into by the Company during the financial years with related parties were on arm?s length basis at prevailing market price and in the ordinary course of business. During the financial years, there was no material contract or arrangement entered into by the Company with any of the related parties. Your Directors draw attention of the members to note 40 to the financialstatement which contain particulars with respect to related parties. The policy on dealing with the related party transactions as approved by the Board of Directors is disclosed on the website of the Company under the following link: https://www.maraloverseas.com/policy/Related%20Party%20 Transactions%20Policy.pdf

Maintenance of Cost Records

In terms of provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has mandated certain class of Companies to maintain cost records. Being a textile Company, the Company falls under the prescribed class of Companies and maintains Cost Accounts and Records which are also subject to Audit by Cost Auditor.

Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the regulators or courts during the year under review.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to manage the risks in a proactive and efficient manner. Your Company has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The risk management policies cover areas such as Environment, Health & Safety, Statutory Compliances and Returns, Energy, On Time Performance, Quality, Commodity Pricing, Outsourcing, Budgeting and Planning, Government Policies etc. The Company endeavours to continuously sharpen its Risk Management systems and processes in line with rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. Further, the policy aims at creating and protecting shareholders? value by minimizing threats, weaknesses and identifying and maximizing opportunities. Pursuant to the policy, your Directors periodically review the risks associated with the business or which threaten the prospects of the Company.

Corporate Governance

Your Company has a rich legacy of ethical governance practices and is committed to transparency in all its dealings and places high emphasis on business ethics. Your Company always places emphasis on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisation?s corporate governance philosophy is directly linked to its performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and to the society at large, and strives to serve their interests, resulting in creation of value for all stakeholders.

A Report on Corporate Governance along with the Certificate of Statutory Auditors confirming compliance of Corporate Governance as stipulated under point E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended, forms an integral part of this Annual Report.

Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder and the Listing Regulations are captured in the Company?s Whistle Blower Policy to enable all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism. The Company has appointed a Nodal Officer to whom the complaints can be made. In exceptional cases an opportunity is provided to the Whistle Blower to make a direct appeal to the Chairman of the Audit Committee. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation.

The policy has been disclosed on the website of the Company, the link of which is given hereunder: https://www.maraloverseas. com/policy/Whistle%20Blower%20Policy.pdf

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms part of this Annual Report.

Internal Control Systems

Your Company maintains adequate Internal Control system and procedures commensurate with its size and nature of operations of the Company. The Company?s governance framework is designed to enhance performance predictability, business continuity and ensure organization-wide compliance with all relevant laws of the land. Internal Control systems are designed to provide a reasonable assurance over reliability in financialreporting, ensure appropriate authorisation of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances. Internal Controls also facilitate optimum utilization of resources, protect Company?s assets and stakeholder?s interests. Internal Auditors also ensure proper compliance of all policies and Standard Operating Procedures (SOPs) adopted by the Company. Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Directors inform the members that your Company continuously evaluates various energy conservation measures in all areas of operation across all its manufacturing plants. The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure–IV forming part of this Report.

Particulars of Employees

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure –V forming part of this Report.

Further, disclosures pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014. The relevant Statement is annexed as Annexure–VI forming part of this Report.

Significant material changes after balance sheet date affecting financialposition

There is no change or commitment which affects the financialposition of the Company that have occurred between the end of the financial years of the Company to which the financialstatements relate i.e. 31st March, 2023 and the date of Report i.e. 4th May, 2023.

Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any Joint Ventures, Subsidiaries and Associate Companies.

Public Deposit

During the year under review, your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has complied with provisions relating to the constitution of Internal Complaints Committee for reporting concerns with regard to sexual harassment at workplace.

Your Directors inform the members that during the year under review, Internal Complaint Committee did not report any complaint with regard to sexual harassment under review.

Directors? Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual accounts, applicable accounting standards have been followed and no material departures have been made from the same;

b. appropriate accounting policies have been applied consistently and they have 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 as on 31st March, 2023 and of the profitand loss of the Company for the year ended 31st March, 2023;

c. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

e. proper internal financialcontrols were in place and that the financialcontrols were adequate and were operating effectively.

f. the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financial Statements.

Transfer to Investor Education and Protection Fund

In terms of the provisions of Section 124 and 125 of the Act read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 and Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unclaimed amount or shares during the financial years that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government. The Company has appointed a Nodal Officer under the provisions of IEPF.

During the year under review, the Shareholders of the Company in their meeting held on 25th August, 2022 had declared a dividend of C2/- per equity share of face value of C10/- each for the financial years 2021-22 as recommended by the Board of Directors and accordingly, the dividend had been paid to the members of the Company within prescribed time period. The unpaid / unclaimed amount of dividend which was not claimed by the shareholders within 30 days of the AGM, had been transferred to the Unpaid/ Unclaimed Dividend Account 2021-22 of the Company.

Pursuant to section 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2106 ("IEPF Rules"), dividend that are unpaid or unclaimed for a period of 7 (seven) consecutive years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). Further, according to said IEPF Rules, shares in respect of which dividend remain unpaid/ unclaimed by the shareholders for 7 (seven) consecutive years shall also liable to be transferred to the Demat account of the IEPF Authority. Therefore, the Company requests all the members to encash/ claim their unpaid/ unclaimed dividend within the prescribed time. The details of unpaid/ unclaimed dividend for the FY 22 are available on the website of the Company i.e. www.maraloverseas.com

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial years under review:

I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

III. No amount has been transferred to General Reserves during the year.

IV. There was no change in the nature of business of the Company.

V. There was no fraud found which has been reported to the Audit Committee / Board members as well as to the Central Government.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation to all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Governments for their continued support and encouragement during the year and their confidence towards the management. Your Directors would also like to thank employees at all levels for their hard work, dedication and commitment.