Morarjee Textiles Ltd

Dear Shareholders,

Your Directors have pleasure in presenting their 28^th Annual Report and the Audited Financial Statement for the Financial Year ended 31^st March, 2023.

1) Financial Results

(Rs in lakhs)

Review of operations: (Rs. In Lakhs)

On Standalone basis, the total Income from operations of the Company was Rs. 20,816 lakhs as against Rs. 27,351 lakhs in the previous year. The EBIDTA of the Company for current year was Rs.(5,071) lakhs as against Rs. 723 lakhs in previous year. The Company incurred a loss of Rs.15,264 lakhs from ordinary activities before tax in the current year as against a loss of Rs. 8,812 lakhs in the previous year. After providing for Exceptional Item and for tax the Company reported a Total Comprehensive Loss of Rs.18,516 lakhs for the year ended 31^st March, 2023 as against Loss of Rs. 8,824 lakhs for the Financial Year ended 31^st March, 2022.

On Consolidated basis, the total Income from operations of the Company was Rs. 20,816 lakhs as against Rs. 27,351 lakhs for the previous year. The Company has incurred a loss before tax of Rs. 15,246 lakhs, from ordinary activities before tax in the current year as against a loss of Rs. 8,812 lakhs previous year. After providing for Exceptional Item and for tax and after share in loss of Joint Ventures, the Company reported a Total Comprehensive Loss of Rs. 18,501 lakhs for the Financial Year ended 31^st March, 2023 as against that of Rs. 8,826 lakhs for the Financial Year ended 31^st March, 2022.

2) Performance of Joint Venture Companies

The Company has only one Joint Venture Company viz. Morarjee Castiglioni (India) Private Limited (50%). A Statement containing the salient features of the Financial Statements of said Joint Ventures is annexed in the prescribed Form AOC-1 to this Report as "Annexure -1".

A policy on material subsidiaries has been formulated and hosted on the website of the Company at www. morarjee.com.

3) Share Capital

During the financial year 2022-23, there was no change in the Share Capital of the Company. The Company has neither issued any shares nor has granted neither any stock Options nor any Sweat Equity Shares during the year.

4) Dividend and Reserve

In view of losses incurred, your Directors do not recommend any dividend for the year under review. The details of reserves and surplus are provided in Note No . 14 of the notes to the standalone financial statements.

5) Deposits / Loans from Directors

The Company has neither accepted nor has renewed any deposits during the year. Your Company has not accepted any deposit or any loan from the directors during the year under review.

6) Particulars of Loans, Guarantee or Investments

During the year under review, the Company has not made any investments, advanced any loans or provided any guarantee falling under Section 186 of the Companies Act, 2013 ("the Act").

7) State of Company?s Affairs and business Review

The details of the Company?s affairs including its operations are more specifically given in the Management Discussion and Analysis Report, which is given in this Annual Report.

8) Corporate Social Responsibility ("CSR")

During the Financial Year 2022-23, the Company was not under any statutory obligation to make any contribution towards the Corporate Social Responsibility activities. Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company for the financial year 2022-2023. Hence, the detailed reports of CSR is not attached with this Annual Report. The constitution of the CSR Committee and its terms of reference are more particularly stated in the Corporate Governance Report which forms a part of this Annual Report. CSR Policy of the Company is available on Company?s website at www.morarjee.com.

9) Business Risk Management

The Company has formulated and implemented a Risk Management policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") in order to address the business risks associated with the Company. The Company periodically reviews the risk management practices and actions deployed by the management with respect to the identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

10) Internal Financial Control System and their adequacy

Your Company has an Internal Control System commensurate with the size, scale and complexity of its operations and well-documented procedures for various processes which are periodically reviewed for changes warranted due to business needs. The Internal Auditor continuously monitors the efficiency of the internal controls/ compliance with the objective of providing to Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation?s risk management, control and governance processes. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system with reference to the Financial Statement. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

11) Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy has been put in place for the Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company?s Code of Conduct. The mechanism provides for adequate safeguards against the victimization of directors and employees who avail of the mechanism. Directors and employees may make protected disclosure under the policy to the Compliance Committee constituted by the Company to administer the internal code of business conduct. In exceptional cases, directors and employees have direct access to the Chairman of the Audit Committee. Further, no personnel have been denied access to the Compliance Committee/ Chairman of the Audit Committee.

No complaints were received under whistle blower mechanism during the year under review.

12) Directors and Key Managerial Personnel

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has re-appointed Mr. Harshvardhan A. Piramal (DIN: 00044972) as an Executive Vice Chairman & Whole Time Director for further period of Five years w.e.f.1^st April, 2022 pursuant to Sections 149, 150, 152 and 161 of the Act and the rules made thereunder. The re-appointment of Mr. Harshvardhan A. Piramal (DIN: 00044972) is approved by the shareholders of the Company by way of postal ballot conducted on 07^th April, 2022.

Due to other pressing engagements/commitments, Mr. Mahesh S. Gupta (DIN: 00046810) – Non-Executive Director of the Company has resigned from the Company w.e.f. 12^th April, 2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Urvi A. Piramal (DIN: 00044954) is retiring by rotation at the forthcoming AGM and being eligible, she has been recommended for re-appointment by the Board.

A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the pro_ciency) of the independent directors appointed during the year is provided in the Report on Corporate Governance which forms part of this Annual Report. All the Independent Directors of your company have given declarations that they meet the criteria of Independence laid down under Section 149(6) of the Act and the Listing Regulations.

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Act.

13) Remuneration Policy

In compliance with Section 178(3) of the Act and Regulation 19(3) of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board framed a Policy relating to the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Policy includes criteria for determining qualifications, positive attributes and independence of a director and other matters. The functions of the Nomination and Remuneration Committee are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

The policy on the appointment of a person as Director and evaluation of Director and Senior Management Personnel of the Company is available on Company?s website at www.morarjee.com.

14) Performance Evaluation

Pursuant to Regulation 17 of the Listing Regulations read with Schedule IV of the Act, a formal evaluation of Board?s performance and that of its Committees and individual directors had been done. Directors were circulated structured performance evaluation forms on various heads and they have provided their inputs on the same. Based on feedback, an evaluation Report was prepared and forwarded to the Chairperson and the respective Director to maintain the confidentiality of the Report. The Independent Directors at their meeting held on 8^th February 2023 evaluated performance of the Chairperson, non-independent directors of the Company. The Directors expressed their satisfaction with the evaluation process.

15) Meetings of the Board

Four meetings of the Board of Directors were held during the financial year 2022-23 and the gap between two consecutive board meetings was within the statutory limit. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Annual Report.

16) Committees of the Board

The details of all the Committees of the Board along with their terms of reference, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report.

17) Directors? Responsibility Statement

Pursuant to Section 134(5) of the Act, we hereby state that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii) your Directors 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 as at 31^st March, 2023 and its loss for the year ended on that date; iii) your Directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) your Directors have prepared the annual accounts for the year ended 31^st March, 2023 on a going concern basis; v) your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; vi) your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18) Related Party Transactions ("RPTs")

The RPTs entered into by the Company during the Financial Year 2022-23 were on an arm?s length basis and in the ordinary course of business and none of them were material. The Form AOC-2 for RPTs is enclosed as "Annexure - 2".

All the RPTs by considering their nature were placed before the Audit Committee for its approval, the committee had granted its prior approval/omnibus approvals as the case may be and rati_ed few transactions which were not material and on arm?s length basis and at market price as per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee reviewed, on a quarterly basis, RPTs entered into by the Company to which prior /omnibus approval was granted by the Committee. The Company has framed a policy on RPTs for the purpose of identification, approval and monitoring of such transactions. The policy on RPTs is hosted on the Company?s website at www.morarjee.com.

19) Auditors and their reports

A. Statutory Auditors & Auditors Report

M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai (Firm Registration Number 103523W/ W100048), were re-appointed as Statutory Auditors of the Company at the 27^th Annual General Meeting held on 25^th August, 2022 to hold office for a period of consecutive five years i.e. till the conclusion of the 32^nd Annual General Meeting. The Auditors? Report furnished by M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai on the financial statements for the financial year ended 31^st March, 2023 contains the following observations: Qualification is with respect to Going Concern, the impact of which is presently not ascertainable. Management Response : Please refer Note 46 to the Standalone Ind AS Financial Statement, which is self explanatory.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

B. Cost Auditors

Pursuant to Section 148 of the Act and on the recommendation of the Audit Committee, M/s. Phatak Paliwal & Co., Cost Accountants (Firm Registration Number 000105), were appointed by the Board as the Cost Auditors of the Company for the financial year 2023-24 at a remuneration of Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand only), exclusive of applicable taxes subject to rati_cation by the members at the AGM. The requisite resolution for rati_cation of remuneration of Cost Auditors by the shareholders has been set out in the Notice of AGM. M/s. Phatak Paliwal & Co. provided a certificate to the Company certifying their independence and arm?s length relationship with the Company in accordance with the provisions of the Act.

C. Secretarial Audit

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended 31^st March, 2023 from M/s. Kala Agarwal, Company Secretary in practice and same is annexed as "Annexure – 3" to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

20) Corporate Governance Report and Management Discussion and Analysis Report

The Corporate Governance Report on compliance of the conditions of Corporate Governance as stipulated in the Listing Regulations and the Management Discussion & Analysis Report forms an integral part of this annual report.

21) Corporate Governance details as required under Schedule V of the Companies Act, 2013

The disclosures to be mentioned in pursuance of Section II of Part II of Schedule V of the Act have been mentioned in the Corporate Governance Report.

22) Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards during the year.

23) Particulars of Employees

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the shareholders and others entitled thereto, excluding the said information which will be made available for inspection by the shareholders in electronic mode, up to the date of AGM. Members can inspect the same by sending an email to the Company Secretary in advance at corporatesecretarial@ashokpiramalgroup.com.

24) Energy Conservation and Technology absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy and technology absorption as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure - 4 " to this report.

The total Foreign Exchange Inflow was Rs. 4675.76 lakhs and Outflow was Rs. 197.93 lakhs during the year under review.

25) Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the year ended 31^st March, 2023 impacting the going concern status and Company?s operations in future.

26) Prevention of Sexual Harassment of Women at workplace

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has Internal Complaints Committee (ICC) at Group level to redress the complaints of sexual harassment. During the year, Company has not received any complaint of sexual harassment.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

27) Maintenance of Cost Records

The provisions of sub-section (1) of Section 148 of the Companies Act, 2013 pertaining to the maintenance of cost records are applicable to the Company and accordingly such accounts and records are made and maintained by the Company.

28) Material Changes and Commitments affecting the financial position of the company

There has been no material change/commitment affecting the financial position of the Company during the period from the end of the financial year on 31st March, 2023 to the date of this Report except filling of petition by Operational/ Financial Creditors with the Hon?ble National Company Law Tribunal under CIRP and during the year under review, the workers at the factory plant of the Company, due to some operational difficulties resorted to Strike for few days and later with effect from 17th April, 2023, as the operation difficulties increased more, again called out strike which is continuing as on date. There has been no change in the nature of business of the Company.

29) Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return as on 31^st March, 2023, is placed on the website of the Company at www.morarjee.com

30) Details of proceedings under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, in view of the account of the Company becoming Non-Performing Assets (NPA) with the lenders, the following petitions have been filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal, Mumbai Bench, to initiate the Corporate Insolvency and Resolution process.

(i) Axis Bank Limited, financial creditor, has filed on 25^th November, 2022.

(ii) Solitex Chem, operational creditor, has filed on 19^th August, 2022.

(iii) Ramanand Kidarnath International, operational creditor has filed on 4 ^th May, 2023.

31) Valuation of Assets

During the financial year under review, there was no instance of one-time settlement of loans/ financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

32) Acknowledgements

Your directors gratefully acknowledge the support and cooperation received from various departments of the Central and State governments, members, business associates, analysts, banks, financial institutions, customers, distributors and suppliers, business partners and other stakeholders of the Company and also convey a sense of high appreciation to all the employees of the Company for their hard work, dedication, continued commitment and contribution.