TO THE SHAREHOLDERS OF THE COMPANY TO THE MEMBERS
Your Directors have the pleasure in presenting the 40th Annual Reporttogether with the Audited Accounts of the company for the year ended 31stMarch 2020.
The Financial Results for the year ended 31st March 2020 are as under:-
|PARTICULARS ||2019-20 ||2018-19 |
|Revenue From Operations ||54295.47 ||118859.83 |
|Other Income ||47.91 ||50.52 |
|Total Income ||54343.38 ||118910.35 |
|Cost of materials consumed ||89320.45 ||21950.03 |
|Purchases of Stock-in-Trade ||36205.64 ||82092.10 |
|Changes in inventories of finished goods Stock-in-Trade and Work-in progress ||4153.26 ||(3735.81) |
|Employee benefits expense ||801.55 ||966.55 |
|Finance Cost ||2435.40 ||4310.92 |
|Depreciation and amortization expense ||408.66 ||527.44 |
|Other expenses ||6436.31 ||12118.48 |
|Total Expenses ||59372.86 ||118229.71 |
|Profit/(loss) before tax ||(5029.48) ||680.64 |
|Tax Expenses || || |
|(1) Current tax || ||290.00 |
|(2) Deferred tax ||1702.27 ||40.31 |
|Dividend & Dividend distribution Tax ||- ||-- |
|Profit/(loss) for the year before extraordinary items ||(3327.21) ||430.95 |
|Exceptional Items ||(1500.00) || |
|Profits for the year after exceptional items but before Taxes ||(4802.63) ||430.95 |
|Other Comprehensive Income ||36.89 ||21.15 |
|Less: Provision of Tax on other comprehensive income ||(12.31) ||- |
|Total Comprehensive Income for the period ||(4802.63) ||452.10 |
|Earnings Per Share (Basic / Diluted) (') ||(36.06) ||3.39 |
The Gross revenues fallen to Rs. 54343.38 Lacs only compared to Rs. 118910.35 Lacs lastyear which is 54.30 % lower than last year.Net loss for the period stands at Rs.4802.63Lakhs compared to profits of 452.10 Lakhs last year.
The Company has adopted Indian Accounting Standards (IND AS) prescribed under theCompanies Act 2013 read with relevant rules there under with effect from April 1 2017and accordingly financial statements have been prepared in accordance with lnd AS notifiedunder the Companies (Indian Accounting Standards) Rules 2015 as amended by the Companies(Indian Accounting Standards) (Amendments) Rules 2016.
Uncertainty due to continuing of Covid-19 pandemic - Given the dynamic nature ofpandemic the Company will continue to monitor the evolving scenario for any materialchanges. However your directors are optimistic of better performance in turnover andprofits during 2020-21 compared to previous year.
DIVIDEND & RESERVE
In view loss your directors do not recommend payment of any dividend for the year ended31 March 2020.
During the year 2019-20 the Board of directors did not recommend payment ofinterim-dividend.
The paid up equity share capital as on 31stMarch 2020 was 1332.00 Lacs.There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
Additions of Property Plant & Equipment (gross) during the year under reviewamounted to Rs.58.52 Lakhs and net carrying value of Property Plant & Equipment stoodat Rs 4992.05 Lakhs as at 31st March 2020.
The company has not accepted any deposits from public during the financial year underreport and as such there were no fixed deposits outstanding as on 31st March2020.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has no subsidiary joint venture or associate.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
As on March 31 2020 there were no outstanding loans or guarantees covered undertheprovisions of Section 186 of the Act. The details of the Loans Guarantees andInvestments covered under the provisions of Section 186 of theAct are given in the notesto the Financial Statements.
RELATED PARTY TRANSACTIONS
A detailed report on contracts and arrangements made during the year 2019-20transactions being in the ordinary course of business and at arm's length have beenreported and annexed hereto in this report in the prescribed Form AOC -2 read with noteno. 13 of the Financial Statements.
The terms & conditions of the above mentioned transactionsarenotprejudicial to theinterest of the Company. The closing balances of such relatedparties whereveroutstanding are not overdue.
NUMBER OF MEETINGS OF THE BOARD
Thirteen meetings of the Board of directors were held during the year 2019-20. Fordetails of the meetings of the Board please refer to the corporate governance reportwhich forms part of this report.
The Board of directors has carried out an annual evaluation of its own performanceBoard committees andindividual directors pursuant to the provisions of the Companies Act2013( "the Act") and the corporate governance requirements as prescribedbySecurities and Exchange Board of India ("SEBI") under Regulation 17(10) ofListing Obligations & Disclosure Requirements Regulations 2015.The performance ofthe Board was evaluated by the Board after seeking inputs from all the directors on thebasis of the criteria such as the Board composition and structure effectiveness of Boardprocesses information and functioning etc. The performance of the committees wasevaluated by the Board after seeking inputs from the committee members on the basis of thecriteria such as the composition of committees effectiveness of committee meetings etc.The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board andcommittee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its Directors informed of the activities of the Company itsmanagement and operations and provides an overall industry perspective as well as issuesbeing faced by the industry. The details of various familiarization programme provided tothe Directors of the Company is available on the Company's website www.mauria.com.
DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
Disclosure pursuant to Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014 has been made in the prescribed Format and forms part of theDirectors' Report as Annexure IV
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act 2013 and the ListingRegulations 2015 a separate meeting of the Independent Directors was held on 14/02/2020.
The Independent Directors at the meeting reviewed the following:-
Performance of non independent Directors and board as a whole.
Performance of the Chairperson of the Company taking into account the views ofexecutive Directors and non-executive Directors.
Assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
LISTING ON STOCK EXCHANGES
With effect from Tuesday July 14 2015 the scrips of your company got listed on BSELimited (BSE) under the Direct Listing Route of BSE with Scrip Code 539219(bearing ISIN:INE150D01019).
Accordingly as on date the shares of your Company are listed on BSE as well asCalcutta Stock Exchange (CSE).
Market price data - High Low during the each month in last financial year 2019-20 hasbeen given under Corporate Governance Report.
A detailed Report on Corporate Governance is given in "Annexure-A" to thisreport. In terms of Part E of Schedule V of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 (Listing Regulations 2015) the Compliance Certificatefrom the Practicing Company Secretary certifying compliance with conditions of CorporateGovernance as stipulated in Regulation 16 to 27 of Listing Regulations 2015 with theStock Exchange(s) where the shares of the company are listed is also enclosed.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of directors to thebest of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEM
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant Board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2019-20.
DIRECTORS & KEY MANAGERIAL PERSONNEL/ INDEPENDENT DIRECTORS DECLARATION
Pursuant to the provisions of Section 149(7) of the Act all Independent directors havesubmitted declarations that each of them meets the criteria of independence as provided inSection 149(6) of the Act and Regulation 16(1)(b) of the SEBI Regulations 2015.
There has been following changes in the composition of Board of Directors and KeyManagerial Personnel during the year 2019-20:
> Shri. Vishnu Kumar Sureka (DIN:00060160) who has resigned from the Board ofdirectors w.e.f. August 16 2019;
> Shri Karkala Manjunath Pai (DIN:00060371)who has resigned from the Board ofdirectors wef August 19 2019 ;
> Shri Shiv Kumar Yadav (DIN:00118786) who has resigned from the Board of directorswef September 03 2019;
> Shri Birendra Kumar (DIN:08666368) joined the Board of directors wef January 092020.
As on March 31 2020 the composition of Board of Directors was as follows:
|S.No. Name ||Designation |
|1 Shri Navneet Kumar Sureka ||Managing Director (Executive-Promoter |
|2 Shri Rannveer Singh Rishi ||Director (Non-Executive Independent) |
|3 Smt. Sujata Kumar ||Director (Non-Executive Independent) |
|4 Shri Birendra Kumar ||Additional Director (Non-Executive Independent) |
Changes in the composition after March 31 2020 till the date of signing of AnnualReport are as follows:> Shri Birendra Kumar (DIN:08666368) who has resigned wef October09 2020
> Smt. Veena Aggarwal (DIN00060415 ) has joined the Board of directors as AdditionalDirector (Non-executive Non-Independent) wef October 10 2020.
> Shri Akhil Kumar Sureka (DIN:00060206) has joined the Board of directors asAdditional Director (Nonexecutive- Promoter) wef November 26 2020.
> Shri Rannvijay Singh Rishi (DIN:08974731) has joined the Board of directors asAdditional Director (Nonexecutive Independent) wef November 26 2020.
Shri N.K. Sureka was appointed by the Board of Directors the Managing Director of theCompany who would be liable to retire by rotation for a fresh period of One year witheffect from 01st April 2020 on the terms and conditions including remunerationand perquisites subject to approval by the members in their ensuing 40 annual generalmeeting.
The composition of the Board of directors as on date of signing of Annual Report wereas follows:
|S.No. Name ||Designation |
|1 Shri Navneet Kumar Sureka ||Managing Director (Executive-Promoter) |
|2 Shri Akhil Kumar Sureka ||Additional Director (Non-Executive- Promoter) |
|3 Smt. Veena Aggarwal ||Additional Director (Non-Executive Non-Independent). |
|4 Rannveer Singh Rishi ||Director (Non-Executive Independent) |
|5 Smt. Sujata Kumar ||Director (Non-Executive Independent) |
|6 Rannvijay Singh Rishi ||Additional Director (Non-Executive Independent) |
Also during the financial year 2019-20 the non-executive directors of the Company hadno pecuniary relationship or transactions with the Company.
As per the provisions of Companies Act 2013 Shri N.K. Sureka (DIN: 00054929) retiresby rotation and being eligible has offered himself for re-appointment in the 40thAnnual General Meeting.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.
INSIDER TRADING POLICY
The Company's policy on insider trading has been uploaded on the web-site of thecompany www.mauria.com and all necessary steps have been taken to comply with the saidpolicy.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your directors have established a Vigil (Whistle Blower) Mechanism and formulated aPolicy in order to provide a framework for responsible and secure whistle blowing/vigilmechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directorsand employees to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the codes of conduct or ethic policy. This mechanism also providesfor adequate safeguards against victimization of Directors and employees who avail of themechanism and also provide for direct access to the Chairman of the Audit Committee inexceptional cases.
We affirm that no personnel has been denied access to the audit committee.
During the year 2019-2020 no such report were made to the Chairman of Audit CommitteeRISK MANAGEMENT POLICY
The Company has developed and implemented the Risk Management Policy and the AuditCommittee of the Company reviews the same periodically.The Company recognizes that risk isan integral and unavoidable component of business and hence is committed to managing therisk in a proactive and effective manner. The Company's Management systems organizationalstructures processes standards code of conduct and behaviors together form the RiskManagement System of the Company and are managed accordingly.
The common risks faced by the Company include Raw Material Procurement RiskEnvironment & Safety Risk Market Risk Technology risk Business Operational RiskReputation Risk Regulatory & Compliance Risk Human Resource Risk Working Capital andBusiness continuity Risk. Your Company has well defined processes and systems to identifyassess & mitigate the key risks. A platform for exception reporting of violations isin place which is reviewed regularly and remedial measures are being undertakenimmediately.
COMMITTEES OF BOARD OF DIRECTORS
CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
Your directors the Management and all of the employees subscribe to the philosophy ofcompassionate care. We believe and act on the ethos of generosity and compassionate carecharacterized by willingness to build a society that works for everyone. This is thecornerstone of our CSR policy.
Company continues to undertake the CSR work during the year under review on a voluntarybasis over and above what has been required under CSR guidelines. The CSR activities areoverseen by the Chairman and the Managing Director on a regular basis. The Annual reporton the CSR Activities forming part of this Report is annexed hereto.
Your directors have constituted the Corporate Social Responsibility (CSR) Committeecomprising of Shri Navneet Kumar Sureka as Chairman and Smt. Sujata Kumar and ShriRannveer Singh Rishi as members.
The said committee has formulated and recommended to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring and implementing of the CSR Policy and recommending the amount to bespent on the CSR activities.
During the year 2019-2020 the CSR Committee met twice and provided status updates tothe Board of directors of the company.
Your company's investment in CSR activities for the year 2019-20 was Rs. 28.72 Lakhswhich is above the requirement of minimum 2 % of the average profits of the company forthe last three years.
The constitution of the Audit Committee is in accordance with the requirements ofSection 177 of the Companies Act 2013(here-in-after known the "Act") andRegulation 18 of the Listing Regulations 2015. This committee comprises of threenon-executive directors Shri Rannveer Singh Rishi Shri Navneet Kumar Sureka & Smt.Sujata Kumar with Shri Rannveer Singh Rishi as the Chairman of the audit committee.
The details of terms of reference of the audit committee number and dates of meetingsheld attendance of Directors during the year 2019-20 are given in the CorporateGovernance Report forming part of this Annual Report.
The primary objective of the Committee is to monitor and provide effective supervisionof the Management's financial reporting process to ensure accurate and timely disclosures
NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of three Non-executive DirectorsShri Rannveer Singh Rishi Smt. Sujata Kumar and Shri Birendra Kumar wef 09.01.2020 tillthe close of the year as at 31st March 2020with Shri Rannveer Singh Rishi asthe Chairman of the NRC committee
The said committee has been entrusted with the responsibility of formulating andrecommending to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees; formulation of criteria for evaluation ofIndependent Directors and the Board devising a policy on Board diversity and identifyingpersons who are qualified to become directors and who may be appointed in seniormanagement and to recommend to the board their appointment and removal.
The details of number and dates of meetings held attendance of NRC during the year aregiven in the Corporate Governance Report forming part of this Annual Report.
During the year 2019-2020 Nomination & Remuneration committee met twice andprovided status updates to the Board of directors of the company.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
Stakeholders' Relationship Committee (SRC) comprises of three non-executive directorsviz. Shri Rannveer Singh Rishi Smt. Sujata Kumar and Shri Birendra Kumar wef 09.01.2020till the close of the year as at 31st March 2020with Shri Rannveer SinghRishi as the Chairman of the SRC.
The Stakeholders' Relationship Committee shall consider and resolve the grievances ofsecurity holders of the company.
During the year 2019-2020 Stakeholders Committee met Four-times and provided statusupdates to the Board of directors of the company which is elaborated under corporategovernance report forming part of this report.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment at workplace and has adoptedPrevention of Sexual Harassment policy in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. AnInternal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy.
During the year 2019-2020 no complaints were received by the Company related to sexualharassment and hence no complaint is pending as on 31.03.2020 for redressal.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT
Consequent to the report of the forensic Auditor undertaken as per the direction of theHon"ble Supreme Court of India to look into transactions between Amrapali group ofcompanies and Sureka group of companies the Hon'ble Supreme Court vide order dated02.12.2019 has directed M/s. Jotindra Steel & Tubes Ltd & Mauria Udyog Ltdincluding associated companies and Directors viz Mr. Navneet Sureka and Mr. Akhil Surekato deposit Rs. 167 Crores. In response to the order of the Hon'ble Supreme Court it hasfiled an application on 09.12.2019 before the Hon'ble Supreme Court to accept the Title-deeds of immovable properties belonging to Sureka family members and associate companies(based on latest valuation report) worth amounting to Rs.208.31 Crores and after reducingthe incumbency amount of Rs. 39.34 Crores balance value of properties work out to Rs.168.97 crores. Based on order of the Hon'ble Supreme Court directors of the company hasestimated a liability of Rs. 30.00 Crores as on 31.03.2020 and since original title-deedsof Immovable properties having gross value of Rs. 208.31 crores has already beendeposited as guarantee to supreme court the liability arising from the order dated02.12.2019 can be considered as settled and accordingly It has been recorded in books.
Impact of Covid-19 : A nation-wide lockdown was declared by the Government of India wefMarch 24 2020 due to out-break of Covid-19 pandemic which was extended in phases uptoMay 31 2020. However the Company received permission from local administration tore-open its workplace & office after establishing thorough and well-rehearsed safetyprotocols. The Company is operational wef April 14 2020 following all the guidelinesrestrictions and conditions for reopening and the confidence of workmen/staff andcustomers is restored. This pandemic has resulted in significant decrease in economicactivities across all the sectors of economy including that of our company. The Companyhas considered the possible effects that may result from the COVID- 19 pandemic on thecarrying value of property plant and equipment inventories receivables and otherassets. In developing the assumptions relating to the possible future uncertainties in theglobal economic conditions because of this pandemic the Company as at the date ofapproval of these financial statement has used internal and external sources ofinformation and concluded that no adjustments are required to the financial results..Giventhe dynamic nature of pandemic the Company will continue to monitor the evolving scenariofor any material changes..
CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of business of your Company during the year underreview.
CHANGE IN ACCOUNTING TREATMENT
There has been no change in the accounting policies during the period under review.
INTERNAL FINANCIAL CONTROLS
The Company has identified all key internal financial controls which impacts thefinancial statements as part of Standard Operating Procedures (SOPs). The SOPs aredesigned for all critical processes across all plants warehouses and offices whereinfinancial transactions are undertaken. The SOPs cover the standard processes risks keycontrols and each process is identified to a process owner. The financial controls aretested for operating effectiveness through management ongoing monitoring and reviewprocess and independently by the Internal Audit. In our view the Internal FinancialControls effecting the financial statements are adequate and are operating effectively.
-No Frauds Were Reported By Auditors Or Reported To Central Government In The FinancialYear Ended On March 31 2020.
-None Of The Directors Of Your Company Is Disqualified As Per The Provisions Of Section164(2) Of The Act. The Directors Of The Company Have Made Necessary Disclosures AsRequired Under Various Provisions Of The Act.
EXTRACT OF ANNUAL RETURN
The Annual Return for the financial year 2019-20 is available on the website of theCompany at www.mauria.com
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Ministry of Corporate Affairs had notified Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 effective from 07.09.2016.As per the Rules Unclaimed/unpaid dividends / shares thereon are to be transferred toIEPF at the end of 7 years. The shares in respect of which dividend has not been paid orclaimed for 7 consecutive years or more shall also be transferred to IEPF following theprescribed procedure. The company has issued public notice to enable to claim the shares.Such shares remaining unclaimed have to be transferred to IEPF Authority within the dateprescribed. The holders of such shares or their legal heirs can reclaim the shares fromthe IEPF Authority through the Company following the due procedure.
DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT
The Board of Directors has laid down Code of Conduct for all Board Members and SeniorManagement of the Company. The copy of Code of Conduct as applicable to the Directors(including Senior Management of the Company) is uploaded on the website of the Companywww.mauria.com.
The Managing Director of the Company has issued a Declaration that the Members of theBoard of Directors and Senior Management Personnel have affirmed compliance with the Codeof Conduct of Board of Directors and Senior Management. As there is no Chief ExecutiveOfficer in the Company this Declaration has been issued by the Managing Director of theCompany which is appended to this Report
In terms of the requirements of Regulation 17(8) read with Part B of Schedule II of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the ManagingDirector and the CFO have submitted necessary certificate to the Board of Directorsstating the particulars specified under the said Clause. The certificate has been reviewedby the Audit Committee and taken on record by the Board of Directors.
MANAGEMENT DISCUSSION & ANALYSIS
Outlook of Indian Economy:
Data suggests that India's GDP growth in FY 2019-20 slowed down to an 11-year-low of4.2 per cent. These figures pertain to the last quarter (January-March) and thereforeoffer a mere glimpse of the stagnation of economic growth brought about by the novelcoronavirus outbreak and the following nationwide lockdown.
Prime Minister Narendra Modi had announced a nationwide lockdown first on March 25.This means that the GDP estimates will reflect the loss of business in the final week ofthe month of March the last month of the last quarter of FY 2019-20. Not only this theestimates are also being viewed as a precursor of what lies ahead with industries andbusinesses shut in India throughout April and May and gradual opening of economy form Mayonward.
The Reserve Bank of India (RBI) lowered growth forecast for FY2020-21 owing to theongoing pandemic and restrictions imposed on economic activities to contain the spread ofinfection. RBI expects GDP growth in 2020-21 to remain in negative territory of -7.50 withsome pick up in the second half."
As you are aware that your Company is engaged in the business of manufacturing andtrading in varied products: Liquefied Petroleum Gas (LPG):
With India's economic growth closely linked to energy demand the need for oil and gasis projected to grow further rendering the sector a fertile ground for investment.
With consumerism and disposable income on the rise the retail sector has experienced arapid growth in the past decade. Changing lifestyles and increasing demand for qualityproducts are set to fuel the need for apparel. The sector contributes 14% to industrialproduction 4% to India's GDP and constitutes 13% of the country's export earnings.
The future for the Indian textile industry looks promising buoyed by both strongdomestic consumption as well as export demand.
Given the importance of the agriculture sector the Government of India plannedseveral steps for the sustainable development capacity building of agriculture. The 12thFive-Year Plan estimates the food grains storage capacity to expand to 35 MT. Also 4 percent growth would help restructure the agriculture sector in India in the next few years.Government has announced 100% FDI through FIPB route for marketing of food products thatare produced or manufactured in India and also to make food trade and processing industrymore efficient Factors such as reduced transaction costs and time improved port gatemanagement and better fiscal incentives would contribute to the sector's growth.Furthermore the growing use of genetically modified crops will likely improve the yieldfor Indian farmers.
MAURIA UDYOG LIMITED (MUL) is an ISO 9001:2008 company certified by BSI accreditedby UKAS. MUL is also certified for OHSAS:18001:2007& ISO 14001:2004 by BSI for itsHealth Safety and Environmental Management Systems. We are a Govt. of India recognizedTRADING HOUSE for consistent export of our products to various parts of the world. Yourcompany is largest manufacturer and exporter in India exporting its products to more than75 countries across the world. MUL exports its products to practically every continent ofthe world. Products of the company meet all key international standard certificationincluding certification for manufacture of cylinders according to DOT for BA/BW standardfor USA in India.
During the year the company has entered into South American market.
The manufacturing Works is situated at Faridabad on the outskirts of New Delhi in theNCR region.
You directors are optimistic of future growth of the company.
EXPOSURE TO EXPORTS OF LPG CYLINDERS WELDED STEEL LPG CYLINDERS
Over the past 30 years MUL has produced the cylinders as per different internationalstandards such as EN 1442 ISO 4706 SANS 4706 DOT 4BA KS ISO 4706 ISO 22991 IS 3196OS 120 NIS 69 AS 2469 AS 2470 SNI 1452 SLS 1178 and EN 13322-1. Customers such as BPSHELL TOTAL BOC/LINDE VITOGAZ and ADDAX etc. to name but a few have enjoyed ourinternational quality at an affordable price. We have installed rigorous standards withmodernequipment and a keen and well-trained workforce. We produce the cylinders from 4.0litre(1.7kgs. gas capacity) to 120.0 litre (50.0 kgs.) for LPG and other gases such asammonia and refrigerants.
The company has made export sales (FOB) during the financial year under reportamounting to Rs.414.19 Crores.
We are committed to satisfy our customers by providing Quality Product which giveshighest value for money.
We believe that employees are our most important asset through which we can reach thetop in each category of our products and services. Therefore we will emphasize on theircontinuous improvement through upgradation of relevant knowledge and training.
We commit ourselves to continuous growth so as to fulfil the aspirations of ourcustomers employees and shareholders. Committed To Quality We don't just manufactureproducts we create satisfaction. Eurospa has deployed extensive resources to ensure theoptimum quality of its products. The reiterative tests the microscopic adherence toquality and inspection all ensures that all Eurospa products are of world-class quality.We treat each and every product as a challenge and every achievement a reason to set newgoals.
MUL apart from manufacturing of LPG CylindersValves Regulators Disposable CylindersMethyl Bromide Cylinders & Refilable Cylinders being its main activity has alsoundertaken the following : -
I. TERRY TOWEL DIVISION
The company undertakes manufacturing of terry towels in addition to cylinders. MUL hasa top-of-the-line manufacturing facility to manufacture world-class terry towels as perthe prevailing international standards.
Spread over 30000 sq.ft. this unit boasts of an in-house and completely integratedinfrastructure along with a talented pool of professionals from the textile industry.
The unit comprises of a modern facility and a weaving plant equipped with all therelevant machines. The ultra-modern Terry Towel Manufacturing Unit has thestate-of-the-art technology sourced from Switzerland Germany and Italy.
As reported last year that the Terry Towel Division has upgraded its plant &machinery by making additional investment amounting to Rs.5.30 Crores so to have betterquality and increased production of the products your directors are pleased to informthat the total turnover of the Terry Towel Division during the year under report has beenat Rs.26.38 Crore in comparison to Rs.25.32Crore during the previous year.
Zero Defect Production In Terry Towel
Automatic Fabric Inspection machine has been installed to ensure that only zero defectfabric goes for production. To lend smooth velvet finish to the products specializedshearing machines have been imported. The end product is also inspected by the finishingteam for even minor defects if any. The objective is to ship only those products whichreflect MUL's unflinching commitment to quality.
II. INTERNATIONAL TRADING & MERCHANDISING
The company has carried on with domestic trading in agro- commodities such as soyabeanmeal DOC and international & domestic trading in steel ferrous andnon-ferrousmetals. This has further improved the liquidity position of the company and thecompany is hopeful to do better in the near future.
III LPG CYLINDER ACCESSORIES
The company also manufactures various other LPG Cylinder Accessories such as CylinderGuards Neck Rings Burner Set Cooker Ring & Adopter.
RECOGNITION & AWARDS
The company is the recipient of FIEO's Niryat Shree Bronze Trophy Award for itsexcellence in exports.
EEPC INDIA Eastern Region awarded the company on 25.02.2011 Export Excellence for StarPerformer as large enterprise in the product group of other fabricated metal productsexel machinery & equipment for its outstanding contribution to engineering exportsduring the year 2008-09 and for the year 2009-10 as well which was received on 20.12.2011by Shri N. K. Sureka then director of the company.
The company was also represented in the Annual Premier Vendors' Workshop conducted byBharat Petroleum Corporation Limited held at Mumbai on 04.11.2011 wherein a Trophy for thebest performance was awarded to the company.
The Indian Council of Small & Medium Exporters (ICSME) has awarded Niryat ShiromaniPuraskar to Shri N. K. Sureka a director of the company and Gold Medal to the company forexport performance on 23.03.2007.
The company participated in the ''Haryana State Safety and Welfare Awards Scheme"in the year 2006 and the Directorate of Industrial Safety & Health Labour DepartmentHaryana placed on record its appreciation of the management for taking proactive steps byimplementing safety health and welfare schemes for the workers.
The Engineering Export Promotion Council of India (EEPC INDIA) awarded Silver Trophy toyour Company as National Award for Export Excellence 2011-12 on 15th March2013in the presentation ceremony held in Mumbai.
Industries & Commerce Department Government of Haryana conferredState Export Award2013-14 to the Company on 08.06.2015.
The company is continuously automizing and upgrading the manufacturing facility to meetthe latest technological advancement.
RESEARCH & DEVELOPMENT (R&D)
MUL has its in-house R&D facility and a fully equipped design studio that createsinnovative and vibrant designs for towels in line with prevailing international trends andforecasts. The studio is equipped with CAD system and is managed by well known andtalented designers. It is also fully capable of designing towels as per the buyer'sdesigns material and colour specifications.
The management of the company also keeps a tab on the international trends by attendingvarious international fairs & conferences.
The company's continued focus on R&D has resulted in several approvals of itsproducts in developed markets and significant progress in its initiative.
MUL has a complete and integrated towel manufacturing facility which makes its productsinternationally compatible in terms of quality and price. It also helps to reduceproduction lead time to a considerable extent.
It is now all set to carve a niche for itself in the competitive international marketby exporting world class products.
FORGING NEW RELATIONSHIPS
Having consolidated its infrastructure and strengths the company is planning to expandand grow its overseas market in times to come. It plans to forge mutually rewardingbusiness associations with its potential clients. For this purpose it has chalked out anambitious plan. The management of the company is committed to provide its clients reliableand quality products at competitive prices and thus nurture enduring relationships withthem.
The change in the international/local Govt. Policies do have its significant impact onthe business of the company in the international as well as local markets thus effectingthe volume of sales including the exports of the company.
SWOT ANALYSIS OF LPG INDUSTRY
Over 30 years' experience in manufacturing LPG Cylinder Valves and PressureRegulators.
Exporting in over 60 countries all over the globe.
Easily availability of raw material low cost labour and transportation
Increasing demand in overseas LPG market
Strong experienced management
Encouraging export policies
Customer loyalty Weakness:
Raw material Cost Intensive
Political uncertainties Opportunities:
Geographic best location Threats:
Uncertainty of input cost
Continuous govt. interference (Interest rate/Regulatory compliance )
Slowdown in national/global economy/demand INTERNAL CONTROL SYSTEMS AND THEIR
The Company has a proper and adequate internal control system to ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thosetransactions reauthorized recorded and reported correctly. The internal control isexercised through documented policies guidelines and procedures. It is supplemented by anextensive program of internal audits conducted by in house trained personnel. The auditobservations and corrective action taken thereon are periodically reviewed by the auditcommittee toensure effectiveness of the internal control system. The internal control isdesigned to ensure that the financial and other recordsare reliable for preparingfinancial statements and other data and for maintaining accountability of persons.
RISK & CONCERNS
At MUL all key functions and divisions are independently responsible to monitor riskassociated within their respective areas of operations such as production financeinsurance shipping legal and other issues like health safety and environment.
Cylinders and terry towel products are globally traded commodities and their prices aresubjected to international market forces of demand-supply and other factors that influenceprice volatility. With these two businesses presently accounting for the major proportionof MUL's revenues changes in global price levels will have an impact on the company'sperformance.
Your company has identified the following risks with possible impact on the company andthe mitigation plans of the company:
|Key Risk ||Impact on the Company ||Mitigation Plans |
|Commodity Price/availability Risk ||Risk of price fluctuation on the basic raw- material like HR Coils CR Coils MS Bunk Brass Aluminum alloy zinc-ingots chemicals Fabrics grey yarn Dye power etc. ||Adequate level of raw material inventory has to be maintained at all times to ensure quick turnaround time for orders received. Any volatility in the prices or disruption in availability of raw material can impact the profitability of the Company. However MUL has strong relationships with the raw material suppliers and optimum level of raw material. |
|Uncertain global economic environment- slow growth in global economy ||Impact on demand and realization of Exports. ||Company's business is quite diversified thereby diversifying the risk as well. Company keeps on reviewing new business opportunities. |
|Interest Rate-risk. ||Any increase in interest rate can affect the finance cost. ||Dependence on debt is minimum and we have sufficient funds with Banks to settle the entire debt in case need arises. |
|Compliance risk. ||Any default can attract penal provisions. ||By regularly monitoring and reviewing of changes in the regulatory framework and timely compliance thereof. |
|Competition Risk ||Your company is always exposed to competition Risk from Asian ||By continuous efforts to enhance the brand image of the Company |
| ||Countries like Sri Lanka China Taiwan and other African Countries. The increase in competition can create pressure on margins market share etc. ||by focusing on R&D quality Cost timely delivery and customer service. By introducing new product range commensurate with demands your company plan to mitigate the risks so involved. |
As per global trend all labour intensive manufacturing activities are beingdiscontinued in the developed countries and are now shifting to developing countrieswherein India is a preferred destination specially of products like Cylinders &Towels. The company is in an advantageous position as far as products manufactured areconcerned.
The company is taking all efforts to improve the quality and productivity to get moreorders at competitive rates. The company's business is committed to achieve worldbenchmark quality besides expanding on new product offering from new clients. Further thebusiness will continue to focus on improving its cost competitive position. These measureswill ensure the company maintaining its leadership position in the Indian/world market.Due to the own Manufacturing /processing plant the company is able to quote better ratesand maintain safety of products high quality & productivity in the finished goodsmanufactured. Barring unforeseen circumstances the company is confident of achievingbetter results in the current year. The key risks for the global economy include US-Chinatrade war exit of Britain from European Union and the situation in the Middle East andAfrica. The developing nations of Asia are expected to experience a higher rate of growthnext year.
The current economic state fears of recession and challenging retail environment posenew threats to businesses across all sectors. The Country wide lockdowns and the "NewNormal" may lead to fundamental shift in customer behaviour. Your Company is focusedon "Survive Revive Revitalise and Thrive" strategy and is constantlymonitoring the factory level performance driving sales through online channels and costoptimisation across all functions. Your Company is strategically positioned to harness thepresent challenges given the strength of its Brand innovation capabilities.
HUMAN RESOURCES/INDUSTRIAL RELATIONS
Company's HR philosophy is to establish and build a high performing organization whereeach individual is motivated to perform to the fullest capacity to contribute todeveloping and achieving individual excellence and departmental objectives andcontinuously improve performance to realize the full potential of our personnel.
Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe 39thAnnual General Meeting of the Company held on 30th September2019 had appointed M/s. L.K. Bohania & Co. Chartered Accountants Kolkata with FirmRegistration Number 317136N as the Statutory Auditors of the Company from the conclusionof 39thAnnual General Meeting till the conclusion of 44th AnnualGeneral Meeting covering one term of five consecutive years. M/s L.K. Bohania & Co.Chartered Accountants the current statutory auditors have tendered theirresignation-letter dated October 13 2020 to the Company before the completion of theirterm of audit-period of five years.
The Board of Directors on the recommendations of Audit Committee has proposed theappointment M/s NKSC & Co. Chartered Accountants (FRN: 020076N ) Delhi as theStatutory Auditors of the Company subject to approval of shareholders of the Company inthe 40th Annual General Meeting of the Company on resignation of currentstatutory auditors M/s L.K. Bohania & Co. Chartered Accountants Kolkata with FirmRegistration Number 317136N.
Reason for Resignation: Since the Auditors are based out of Kolkata (WB) they arefacing logistic problems in view of prevailing Covid-19 pandemic in visiting company'splant and head office which is located in Faridabad & New Delhi hence they havetendered their resignation from the post of Statutory Auditors. There is no othercircumstances connected to their ceasing to hold office of Auditors which they have feltto be brought to the notice of shareholders/creditors.
The Company has appointed M/s Jaiprakash & Co. Cost Accountants for conducting theaudit of cost records of the Company relating to LPG Cylinders Regulators &Valves forthe financial year 2020-21. Pursuant to Section 148 of the Act read with Rule 14 of theCompanies (Audit&Auditors) Rule 2014 ratification of the remuneration of CostAuditors is being sought from the Members of the Company at the ensuing AGM. Further theCompany has maintained all the cost accounts and records as required under the relevantlaws.
The Board of Directors of the Company in compliance with section 204 of the Act haveappointed Ms. Jyoti Arya Practicing Company Secretary (M. No.-A48050/ COP-17651) of M/s.Jyoti Arya & Associates Company Secretaries as the Secretarial Auditors to conductsecretarial audit of the Company for the FY 2020-21. The Secretarial Audit Report as perSection 204 of the Act for FY 2019-20 is placed as annexure to this report No adversecomments have been made in the said report by the Practicing Company Secretary.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO.
Information required under Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies(Accounts) Rules 2014 with respect to conservation of energy technologyabsorption andforeign exchange earnings/outgo :
A. CONSERVATION OF ENERGY
Measures taken additional investments and impact on reduction of energy consumptionDisclosure of particulars with respect to Conservation of Energy.
-Company has replaced their entire Thyristor base SAW (submerged arc welding) and MIG(Metal inert gas) welding machines from their production with Inverter base machines whichconsume approximately 30% less input power. 47 nos. of 1000 Amps SAW and 40 Nos of 400AMPS MIG welding sets have been replaced.
-VFD (variable frequency drive) employed with conveyor line and in other machinesresulting in power saving.
-Rs. 66.87 lacs have been spent during 2013-14 on acquiring Solar Power Generatingsystem with an object to reduce the lighting load and to further reduce the same companyproposes to use LED lights.
B. TECHNOLOGY ABSORPTION
Disclosure of particulars with respect to Technology Absorption
(i) Efforts in brief made towards technology absorption adaptation and innovation&
(ii) Benefits derived as a result of the above efforts&
(iii) Technology Imported during the last three years.
Following steps have been taken for enhancing productivity and quality improvementsresulting in enhanced safety and environmental protection measures and conservation ofenergy:-
Our company has used latest inverter based technology in welding machines forimproving quality and productivity of LPG cylinders (welding machines have been importedfrom China& fully operational.)
Flux recovery system has been employed in SAW welding for ensuring defect freeradiographic quality welding.
Powered belt conveyers designed and installed for assembly and quality controlprocess removing manual material movement & improving productivity.
Electrical actuator operated blank lifting system(s) have been designed andinstalled in all the deep drawing press for mechanized loading and feeding of blanks &avoiding operator fatigue.
Twin head SAW machines have started operating for welding both dish endssimultaneously for productivity improvement.
Processing in a machine; trimming and joggling operation together will removevariation in dimension improve quality and productivity.
Manual loading and unloading being replaced in machines by pneumatic andelectrical power equipments.
1. Expenditure on R&D: -NA-
(C) FOREIGN EXCHANGE EARNINGS AND OUT GO
| ||2019-20 ||2018-19 |
|a) Earning in Foreign Exchange F.O.B. Value of Exports ||13018.94 ||20034.28 |
|b) C.I.F Value of Imports: Materials ||1116.79 ||1652.61 |
|Spare Parts ||0 ||100.34 |
|Capital Goods ||1.66 ||4.26 |
|c) Expenditure in Foreign Currency : || || |
|For Travelling ||- ||1.31 |
|For Commission ||1533.01 ||2139.86 |
|Others ||286.00 ||13 9.73 |
The Disclosure as required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed herewith as an Annexure.
As there has been no employee during the year under review who were paid remunerationof Rs. 84.00 Lakh per annum or more if employed throughout the year or Rs. 5.00 Lakh permonth and more if employed for the part of the year and also there has been no employeein receipt of remuneration during the year at a rate which in aggregate is in excess ofthat drawn by the Managing director or Whole-time director and thereforethe information asrequired under Section 5 (2)& (3) of the aforesaid Rule is not called for.
Details of significant changes in the Key Financial Ratios
|Ratios ||31/Mar/20 ||31/Mar/19 |
|Debtors Turnover ||1.83 ||3.26 |
|Inventory Turnover ||8.40 ||10.57 |
|Interest Coverage Ratio ||-0.90 ||1.28 |
|Current Ratio ||1.09 ||1.48 |
|Debt Equity Ratio ||3.86 ||2.10 |
|Operating Profit Margin (%) ||2.74 ||9.68 |
|Net Profit Margin (%) ||-8.88 ||0.36 |
|Change in Return on Net Worth ||-53.76 ||-2.79 |
There has been no change in the accounting treatment for preparation of financialresults during the year under review.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
c) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
d) During the year under review neither any fraud of any kind on or by the Company hasbeen noticed by the Board of Directors of the Company nor reported by the Auditors of theCompany. The Company has an internal financial control system commensurate to the size ofthe business in place.
Your Directors wish to express their gratitude to the Banks Employees as well asCustomers for their timely help in smooth functioning of your Company. Your Directors alsoextend their thanks to all the Shareholders of the Company for their trust and confidencein the Board of Directors of the Company.
By order of the Board of Directors MAURIA UDYOG LIMITED
N.K. SUREKA VEENA AGARWAL
Mg. DIRECTOR DIRECTOR
RE GD. O FF-ROO M NO . 1 07 1 st FL O O R ANAND JYOTI BUILDING
41 NETAJI SUBHAS ROAD
KOLKATA - 700 001