Your Directors have pleasure in presenting the Thirty Sixth AnnualReport on the business and operations of the Company together with the Audited FinancialStatements (Standalone & Consolidated) of the Company for the year ended March 312021.
The Company's financial performance for the year ended March 312021 is summarized below:
(Amount in Rs.)
|Particulars ||Standalone ||Consolidated |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Turnover (FOB) ||82346957.13 ||96594857.78 ||82346957.13 ||96594857.78 |
|Other Income ||5718912.27 ||15997850.25 ||5910563.27 ||15773406.25 |
|Less: Total Expenditure (except Depreciation and Finance Cost) ||100078382.16 ||137243189.27 ||96630099.52 ||134666470.83 |
|Profit/(Loss) before Finance Cost Depreciation and Tax ||(12012512.76) ||(24650481.24) ||(8372579.12) ||(22298206.80) |
|Finance Cost ||4003710.63 ||8254286.35 ||4003879.63 ||8256450.15 |
|Depreciation ||2932878.25 ||3437382.18 ||3445700.39 ||4073967.40 |
|Profit/(Loss) before Exceptional & Extra-ordinary Items & Tax ||(18949101.64) ||(36342149.77) ||(15822159.14) ||(34628624.35) |
|Less: Exceptional Items ||(704675.38) ||(25285797.02) ||(4573096.73) ||(14543406.27) |
|Add/Less: Extra Ordinary Items ||- ||- ||- ||- |
|Profit/(Loss) before Tax ||(18244426.26) ||(11056352.75) ||(11249062.41) ||(20085218.08) |
|Less: Deferred tax ||- ||- ||32723.00 ||304808.00 |
|Less: Income tax ||- ||- ||700000.00 ||490000.00 |
|Less: Earlier Year Tax ||144031.00 ||689525.00 ||144031.00 ||689525.00 |
|Less: Short/(excess) provision reversal ||- ||- ||- ||(228864.00) |
|Less: Earlier Year Tax ||- ||- ||- ||- |
|Net Profit/(Loss) after Tax for the year ||(18388457.26) ||(11745877.75) ||(12125816.41) ||(21340687.08) |
|Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes) ||- ||- ||- ||- |
|Total Comprehensive Income for the year ||(18388457.26) ||(11745877.75) ||(12125816.41) ||(21340687.08) |
OPERATIONS AND STATE OF AFFAIRS
The Company recorded revenue of Rs. 823.47 Lakh from operations duringthe financial year under review as against Rs. 965.95 Lakh in the previous financial year.The decline in revenues was primarily due to low volume of sales. The loss before financecost depreciation exceptional items and tax during the year under review was Rs. 120.13Lakh as against loss of Rs. 246.50 Lakh during the previous year. The other income of theCompany was of Rs. 57.19 Lakh for the year 2020-21 as against Rs. 159.98 Lakh recordedduring the year 2019-20. The loss (after tax) of the Company for the year under review wasRs. 183.88 Lakh as against Rs. 117.46 Lakh recorded during the previous financial year.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which these financialstatements relate and the date of this Report.
NATURE OF BUSINESS
There is no change in the nature of business during the year underreview.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the CompaniesAct 2013 (the Act') and Regulation 33 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Consolidated Financial Statements formpart of this Annual Report. The Consolidated Financial Statements are prepared inaccordance with the Indian Accounting Standards (IND AS) notified under Section 133 of theAct read with Companies (Accounts) Rules 2014.
In accordance with Section 136 of the Act the audited financialstatements including the CFS and related information of the Company and the financialstatements of the subsidiary Company is available on our website i.e.www.mayurleather.com. Any Member desirous of making inspection or obtaining copies of thesaid financial statements may write to the Company Secretary at email@example.com.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve forthe year ended March 31 2021.
The Board of Directors do not recommend any dividend for the financialyear ended March 31 2021 in view of the loss incurred by the Company during the year.
Pursuant to the Section 124 (5) of the Companies Act 2013 ("theAct") read with the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 ("the IEPF Rules") During the yearunder review the Company has credited Rs. 110136 for unpaid or unclaimed dividendamounting of the year 2012-13 (Interim Dividend) and Rs. 108157/- for unpaid orunclaimed dividend amounting of the year 2012-13 (Final Dividend) to the InvestorEducation and Protection Fund (IEPF) established by the Government of India.
The Authorized Share Capital of the Company is Rs. 58000000/-(Rupees Five Crore Eighty Lakh only) divided into 5800000 Equity shares of Rs. 10/- eachand the Issued Subscribed and Paid-up Equity Share Capital of the Company is Rs.48348000/- (Rupees Four Crore Eighty Three Lakh Forty Eight Thousand only) divided into4834800 equity shares of Rs. 10/- each. During the year under review there was nochange in the Authorized Issued Subscribed and Paid-up Share Capital of the Company.
The Company has not accepted any deposits falling under the ambit ofSection 73 of the Companies Act 2013 and the Rules framed there under during the yearunder review.
PARTICULARS OF LOANS/ADVANCES GUARANTEES INVESTMENTS AND SECURITIES
The particulars of loans/advances investments guarantees made andsecurities provided during the year as required under the provisions of Section 186 of theCompanies Act 2013 and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are provided in the notes to the financial statements.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31 2021 the Company has only one subsidiary i.e. MayurGlobal Private Limited. The Company does not have any joint venture or associate Companyduring the year under review.
The statement containing salient features of the financial statementsand highlights of the performance of its Subsidiary Company and their contribution to theoverall performance of the Company during the period is annexed as Annexure-I in formAOC-1 and forms part of this Report. The Annual Report of your Company containing interalia the audited standalone and consolidated financial statements has been placed on thewebsite of the Company at www.mayurleather.com. Further the audited financial statementstogether with related information of the subsidiary Company have also been placed on thewebsite of the Company at www.mayurleather.com.
In accordance with the provisions of Section 152 of the Companies Act2013 Mr. Rajendra Kumar Poddar (DIN:00143571) Director of the Company retires byrotation at the 36th Annual General Meeting of the Company and being eligibleoffers himself for re-appointment.
During the year the members of the Company at their 35thAnnual General Meeting held on 30th September 2020 had appointed Ms. AshwaryaPoddar (DIN:08683052) who was appointed as an Additional Director effective from 29thJanuary 2020 as Non-Executive Non Independent Director with effect from 30thSeptember 2020 liable to retire by rotation and; appointed Mr. Manoj Sharma(DIN:00541803) who was appointed as an Additional Director [Independent Director]effective from 14th February 2020 as Non-Executive Independent Director witheffect from 14th February 2020 for a term of five consecutive years notliable to retire by rotation.
Mr. Madhusudan Prasad Kejriwal (DIN:06547411) was appointed as anIndependent Director of the Company at the Annual General Meeting held on September 82014 to hold office for a term upto March 31 2019 and his term has expired on March 312019. Based on the recommendation of the Nomination and Remuneration Committee the Boardof directors of the Company at its meeting held on August 13 2021 recommended the re-appointment/confirmation/ratification/continuance of Mr. Madhusudan Prasad Kejriwal as anIndependent Director of the Company for second term of five consecutive years with effectfrom April 1 2019 to hold office upto March 31 2024 for a second term of fiveconsecutive years.
The Board is of the opinion that all Independent Directors of theCompany possess requisite qualifications experience expertise and they hold higheststandards of integrity. All Independent Directors of the Company have registeredthemselves with the Indian Institute of Corporate Affairs at Manesar ('IICA') as requiredunder Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014.
None of the Directors of your Company is disqualified for beingappointed as Director as specified in Section 164(2) of the Companies Act 2013 read withRule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.
Brief resume and other details of the Director(s) being re-appointed atthe ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute ofCompany Secretaries of India and Regulation 36 of the SEBI Listing Regulations isseparately disclosed in the Notice of the ensuing AGM.
The resolutions seeking approval of members for re-appointment ofDirectors of the Company forms part of the notice convening 36th Annual GeneralMeeting. The Board recommends their re-appointments in the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Mr. Rajendra Kumar Poddar Chief Executive Officer & Director Mr.Akhilesh Poddar Chief Financial Officer and Mr. Anil Kumar Sharma (appointed with effectfrom July 3 2021) Company Secretary and Compliance Officer are the Key ManagerialPersonnel of the Company in accordance with the provisions of Section 203 of the Act readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Mr.Rajendra Kumar Poddar CEO & Director of the Company is also receiving remunerationfrom Mayur Global Private Limited i.e. Subsidiary Company.
Mr. Ankit Sharma Company Secretary and Compliance Officer of theCompany has resigned with effect from June 1 2021. There was no other change in the keymanagerial personnel of the Company except appointment of Company Secretary.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the IndependentDirectors of the Company confirming that:
They have complied with Code of Independent Directors prescribedin Schedule IV of the Companies Act 2013.
They meet the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI ListingRegulations;
In terms of Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 they have registered themselves with theIndependent Director's database maintained by the Indian Institute of Corporate Affairs.
In terms of Regulation 25(8) of the SEBI Listing Regulationsthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.
In terms of Regulation 25(9) of the SEBI Listing Regulations the Boardof Directors has ensured the veracity of the disclosures made under Regulation 25(8) ofthe SEBI Listing Regulations by the Independent Directors of the Company.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI ListingRegulations the Board of Directors of the Company has carried out an annual evaluation ofits own performance committees of the Board and individual directors. The performanceevaluation of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees of the Board was evaluated by the Board after seeking inputs from the committeemembers on the basis of criteria such as the composition of committees effectiveness ofcommittee meetings etc.
The Board of Directors and the Nomination and Remuneration Committeeevaluated the performance of individual directors on the basis of criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. The above criteria were broadly based on the Guidance Note onBoard Evaluation issued by the Securities and Exchange Board of India on January 5 2017.
In a separate meeting of independent directors performance ofnon-independent directors the Board as a whole and Chairperson of the Company wasevaluated taking into account the views of CEO & director and non executivedirectors. The quality quantity and timeliness of flow of information between the CompanyManagement and the Board which is necessary for the Board to effectively and reasonablyperform their duties were also evaluated in the said meeting.
Performance evaluation of independent directors was done by the Boardmembers excluding the independent director who was being evaluated.
NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has put in place a Nomination and Remuneration Policy which lays down a frameworkin relation to criteria for selection and appointment of Directors Key ManagerialPersonnel and Senior Management of the Company along with their remuneration. TheNomination and Remuneration Policy of the Company is annexed as Annexure-II and is alsoavailable at Company's website and may be accessed athttps://mayurleather.com/investorzonedata/ANNUAL%20REPORTS/POLICES/NRC.pdf.
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ANDINDEPENDENCE OF A DIRECTOR
In terms of the provisions of Section 178(3) of the Companies Act 2013and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") the Nomination and RemunerationCommittee has formulated the criteria for determining qualifications positive attributesand independence of Directors. The key features of which are as follows:
Qualifications - The Board nomination process encouragesdiversity of experience thought knowledge age and gender. It also ensures that theBoard has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors asprescribed in the Companies Act 2013 the Directors are expected to demonstrate highstandards of ethical behavior communication skills and independent judgment. TheDirectors are also expected to abide by the respective Code of Conduct as applicable tothem.
Independence - A Director will be considered independent ifhe/she meets the criteria laid down in Section 149(6) of the Companies Act 2013 theRules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations asamended from time to time.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your directors confirm that:
a) in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;
b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andof the loss of the Company for that period;
c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
d) the annual accounts of the company have been prepared on a goingconcern basis;
e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Board of Directors of your Company met six times during the year todeliberate on various matters. The meetings were held on May 30 2020 July 23 2020September 1 2020 September 15 2020 November 12 2020 and February 17 2021. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI Listing Regulations.
COMMITTEES OF THE BOARD
The Audit Committee comprises of Mr. Manoj Sharma Mr. MadhusudanPrasad Kejriwal and Mrs. Amita Poddar as on March 31 2021. Mr. Manoj Sharma NonExecutive Independent Director is the Chairman of the Committee. Mr. Madhusudan PrasadKejriwal Non Executive Independent Director and Mrs. Amita Poddar Non Executive NonIndependent Director are the members of the Committee.
During the year the Audit Committee met five times viz. on May 302020 July 23 2020 September 15 2020 November 12 2020 and February 17 2021. Mr.Manoj Sharma Mr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar attended all Committeemeetings held during the year.
During the year under review the recommendations made by the AuditCommittee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Mr. ManojSharma Mr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar as on March 31 2021. Mr.Manoj Sharma Non Executive Independent Director is the Chairman of the Committee. Mr.Madhusudan Prasad Kejriwal Non Executive Independent Director and Mrs. Amita Poddar NonExecutive Non Independent Director are the members of the Committee.
During the year the Nomination and Remuneration Committee met one timeviz. on September 1 2020. Mr. Manoj Sharma Mr. Madhusudan Prasad Kejriwal and Mrs. AmitaPoddar attended the meeting held during the year.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises of Mr. Manoj SharmaMr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar as on March 31 2021. Mr. ManojSharma Non Executive Independent Director is the Chairman of the Committee. Mr.Madhusudan Prasad Kejriwal Non Executive Independent Director and Mrs. Amita Poddar NonExecutive Non Independent Director are the members of the Committee.
During the year the Stakeholders Relationship Committee met one timeviz. on September 15 2020. Mr. Manoj Sharma Mr. Madhusudan Prasad Kejriwal and Mrs.Amita Poddar attended the meeting held during the year.
CORPORATE SOCIAL RESPONSIBITY COMMITTEE
The provisions of Section 135 of the Companies Act 2013 are notapplicable to the Company. Hence the Company has not constituted the Corporate SocialResponsibility Committee.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
M/s. H.C. Garg & Co. Chartered Accountants (Firm RegistrationNo.000152C) were appointed as the Statutory Auditors at the 32nd Annual GeneralMeeting of the Company for a period of five consecutive years commencing from theconclusion of 32nd Annual General Meeting until the conclusion of 37thAnnual General Meeting of the Company. M/s. H.C. Garg & Co. Chartered Accountantshave confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India (ICAI).
The Comments on the qualifications in the Auditors' Report on thefinancial statements of the Company for financial year 2020-21 are provided in the"Statement on Impact of Audit Qualifications" and set out in the Board's Reportas an addendum thereto. However in terms of provisions of the first proviso to Section136(1) of the Companies Act 2013 the Annual Report is being sent to the members of theCompany excluding the aforesaid information. The said information is available forinspection at the Registered Office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request. The Statutory Auditors have not reported any frauds underSection 143(12) of the Act.
The Board of Directors has appointed Deepak Arora & Associates(Firm Registration No P2017RJ063900) Practicing Company Secretaries Jaipur asSecretarial Auditor to carry out the Secretarial Audit of the Company under theprovisions of Section 204 of the Companies Act 2013. The Secretarial Audit Report for thefinancial year ended March 31 2021 is annexed as Annexure-III to this report.
The report contains the following observations:
1. Hundred percent Shareholding of promoter(s) and promoter group isnot in dematerialized form as required under Regulation 31 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015;
2. During the period under review Quarterly Results for the QuarterEnded 31.12.2020 has been submitted to BSE with a delay of 3 days for which notice ofpenalty was received and the same has been deposited by the company as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
3. Further During the Financial Year Company has not transferred itsshares which are lying in unpaid dividend account since last seven year to IEPF account.
4. During the Financial year charge of the company with CANARA BANKdated 17.12.2019 for Rs 29500000 has been modified as limit has been reduced andproperty has been released but it was not filed with the period under review.
With regard to the observations made by the auditors the Board is ofthe view that the Company is regularly following up with the promoters of the Company andinsists the promoters to dematerialize their shares. The unaudited financial results ofthe Company for the quarter and nine months ended on 31st December 2020 weredelayed by 3 days due to non-finalization of financial results. However the Company istaking effective steps to declare the financial results within the prescribed time as perSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. With regard totransfer of shares to IEPF Account the Company is taking effective steps to complete thecorporate action as it was delayed due to Covid-19 Pandemic. Regarding e-filing of formrelated to modification of charge it was also got delayed due to Covid-19 Pandemic and inthe future it will be taken care to comply with the Provisions of Companies Act 2013.
In accordance with the provisions of Section 138 of the Companies Act2013 and the rules made thereunder the Board of Directors of the Company has appointedM/s. Verma Prashant & Associates Chartered Accountants Jaipur as an InternalAuditors of the Company to conduct the internal audit for the financial year 2021-22. Theinternal audit reports are reviewed by the Audit Committee on quarterly basis.
In terms of Section 148 of the Companies Act 2013 and the Companies(Cost Records and Audit) Rules 2014 Cost Audit is not applicable to the Company for thefinancial year ended March 31 2021.
In accordance with Section 134(3)(a) and Section 92(3) of the CompaniesAct 2013 read with the Companies (Management and Administration) Rules 2014 the AnnualReturn_is available on the website of the Company and may be accessed athttps://mayurleather.com/investorzone.html.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided inAnnexure-IV to this report.
In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names of employees and otherparticulars of the top ten employees and employees drawing remuneration in excess of thelimits as provided in the said rules are set out in the Board's Report as an addendumthereto. However in terms of provisions of the first proviso to Section 136(1) of theCompanies Act 2013 the Annual Report is being sent to the members of the Companyexcluding the aforesaid information. The said information is available for inspection atthe Registered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-V and formspart of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Companyduring the financial year with related parties were in the ordinary course of business onan arm's length basis and were in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Prior omnibus approval was obtained from the Audit Committee of theBoard for the related party transactions which are of repetitive nature and/or which canbe foreseen. All related party transactions were placed before the Audit Committee forreview and approval.
During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy on related party transactions as approved bythe Audit Committee and the Board of Directors has been uploaded on the Company'swebsite and may be accessed athttps://mayurleather.com/investorzonedata/ANNUAL%20REPORTS/POLICES/RPT.pdf. Your directorsdraw attention of the members to Note 39 to the standalone financial statements which setout related party disclosures in terms of the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company has devised proper systems to ensure compliance with theprovisions of all applicable secretarial standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS
No significant and material orders have been passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of the Company and itsfuture operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate withthe size and nature of its business. The Internal Auditors reviews the efficiency andeffectiveness of these systems and procedures. The Internal Auditors submit their Reportperiodically which is placed before and reviewed by the Audit Committee. Based on thereport of the internal auditors respective departments undertake corrective action intheir respective areas and thereby strengthen the controls. During the year no reportablematerial weakness in the design or operation of internal control system and their adequacywas observed.
Your Company believes that managing risks helps in maximizing returns.The Company has formally adopted a Risk Management Policy to identify and assess the keyrisk areas monitor and report compliance and effectiveness of the policy and procedure.The Company has a risk management framework in place for identification evaluating andmanagement of risks. In line with your Company's commitment to deliver sustainablevalue this framework aims to provide an integrated and organized approach for evaluatingand managing risks. The Audit Committee periodically reviews the risks and suggests stepsto be taken to control and mitigate the same through a properly defined framework.Further the risks associated to the Company's business are provided in theManagement Discussion and Analysis Report.
PREVENTION OF INSIDER TRADING
In compliance with the provisions of Securities Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 (SEBI PIT Regulations') theBoard has adopted a code of conduct to regulate monitor and report trading by DesignatedPersons to preserve the confidentiality of price sensitive information to prevent misusethereof and regulate trading by designated persons. It prohibits the dealing in theCompany's shares by the promoters promoter group directors designated persons andtheir immediate relatives and connected persons while in possession of unpublished pricesensitive information in relation to the Company and during the period(s) when the TradingWindow to deal in the Company's shares is closed.
CODE OF CONDUCT
The Board of Directors of the Company has adopted code of conduct forall Board Members and Senior Management Personnel of the Company and the said code ofconduct is placed on the website of the Company at www.mayurleather.com. All the BoardMembers and Senior Management Personnel have affirmed compliance with the applicable Codeof Conduct for the financial year 2020-21. A declaration to this effect signed by the CEO& Director of the Company is annexed herewith as Annexure-VI and forms part of thisReport.
Human Resource is the most important element of the Company. Our CoreValues are discipline trust integrity and work style. Core Values are established toalign all the people in the organization in the direction of achieving stated goals allthroughout the Company. The Company is taking sufficient steps for employee engagement andmotivation. Your Company focuses on recruiting and retaining the best talent in theindustry. Moreover the Company provides them proper induction training and knowledgeup-gradation for the individual as well as organizational growth. The Company continues tomaintain its record of cordial and harmonious industrial relations without anyinterruption in work.
DELISTING OF EQUITY SHARES
The members of the Company by passing a special resolution at theirAnnual General Meeting held on July 10 2004 have permitted the Company to delist itsshares from the regional stock exchanges i.e. Jaipur Stock Exchange Limited("JSEL") Delhi Stock Exchange Limited ("DSEL) Calcutta Stock ExchangeAssociation Limited ("CSEAL") and Ahmedabad Stock Exchange Limited("ASEL").
As on date out of the above stated four stock exchanges the equityshares of the Company have been delisted from the JSEL DSEL and ASEL. Delistingapplication of the Company is still pending with the Calcutta Stock Exchange AssociationLtd. since December 2004. In spite of several reminders the Company did not get anyresponse from the exchange in the matter of delisting status.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
A Company Secretary in Practice carries out a Reconciliation of ShareCapital Audit on a quarterly basis as per Regulation 76 of the Securities and ExchangeBoard of India (Depositories and Participants) Regulations 2018 read with SEBI CircularNo. D&CC/FITTC/CIR-16/2002 dated December 31 2002 to reconcile the total admittedcapital with depositories viz National Securities Depository Limited (NSDL) and CentralDepository Services Limited (CDSL) and the total issued and listed capital. The auditconfirms that the total issued/paid up capital is in agreement with the aggregate of thetotal number of shares in physical form and the total number of shares in dematerializedform (held with NSDL and CDSL).
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the applicable provisions of Companies Act 2013(hereinafter referred to as "the Act") read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016(hereinafter referred to as the "IEPF Rules") all unclaimed or unpaid dividendsare required to be transferred by the Company to the IEPF after completion of seven (7)years. Further according to the IEPF Rules the shares on which dividend has not beenclaimed by the shareholders for seven (7) consecutive years or more shall be transferredto the demat account of the IEPF Authority. Members may note that the dividend and sharestransferred to the IEPF can be claimed back by the concerned shareholders from the IEPFAuthority after complying with the procedure prescribed under the Rules. Information onthe procedure to be followed for claiming the dividend/shares is available on the websiteof the Company at www.mayurleather.com.
CORPORATE GOVERNANCE REPORT
In accordance with the provisions of regulation 15(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the compliance withthe corporate governance provisions as specified in regulations 17 17A 18 19 2021_22 23 24 24A 25 26 27 and clauses (b) to (i) and (t) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required underRegulation 34 read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report. Certain Statements inthe said report may be forward-looking. Many factors may affect the actual results whichcould be different from what the Directors envisage in terms of the future performance andoutlook.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy interms of the provisions of Companies Act 2013 and the applicable SEBI Regulations toprovide a formal mechanism to the Directors employees and stakeholders of the Company toreport their concerns about unethical behavior actual or suspected fraud or violation ofCode of Conduct or ethics. The Whistle Blower Policy provides adequate safeguards againstvictimization of Directors employees and stakeholders who avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee. During the year nopersonnel of the Company was denied access to the Chairman of the Audit Committee. TheVigil Mechanism /Whistle Blower Policy is available on website of the Company and may beaccessed at https://mayurleather.com/investorzonedata/ANNUAL%20REPORTS/POLICES/Whistle.pdf.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules framed thereunder. The aim ofthe policy is to provide the protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee (ICC) has also been set up to redress complaintsreceived on sexual harassment. No complaint was pending at the beginning of the year andnone was received during the year.
Statements in the Board's Report and the Management Discussion &Analysis Report describing the Company's objectives expectations or forecasts may beforward looking within the meaning of applicable laws and regulations. Actual results maydiffer from those expressed in the statements.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
1. Issue of Equity Shares with differential rights as to dividendvoting or otherwise.
2. Issue of Equity Shares (including Sweat Equity Shares) to employeesof your Company under any scheme.
3. The Company has not made any application under the Insolvency andBankruptcy Code 2016.
Your Directors place on record their sincere appreciation for thevalued contribution co-operation and support extended to the Company by the ShareholdersBanks Central Government State Governments and other Government Authorities and lookforward to their continued support. Your Directors also wish to express their deepappreciation for the dedicated and sincere services rendered by employees of the Company.