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Mayur Leather Products Ltd.

BSE: 531680 Sector: Others
NSE: N.A. ISIN Code: INE799E01011
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OPEN 3.40
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VOLUME 400
52-Week high 18.65
52-Week low 3.33
P/E
Mkt Cap.(Rs cr) 2
Buy Price 3.55
Buy Qty 42.00
Sell Price 3.55
Sell Qty 200.00

Mayur Leather Products Ltd. (MAYURLEATHER) - Director Report

Company director report

To

Dear Shareholders

Mayur Leather Products Limited

Your Directors take pleasure in presenting their 33rd Annual Report on the business andoperations of the company together with the audited financial statements for the FinancialYear ended 31st March 2018.

1. FINANCIAL RESULTS

The Financial Performance of the Company for the year ended on 31st March 2018 is asfollows:

Particulars

Standalone

Consolidated

31.03.2018 31.03.2017 31.03.2018 31.03.2017
Turnover (FOB) 180551483.74 240180687.0 0 187802058.34 240180687.0 0
Other Income 12987173.71 15451044.56 15310617.60 15451044.56
Less: Total Expenditure (except Depreciation and Interest) 211333203.84 269322690.0 1 217322926.99 269322690.0 0
Profit before interest depreciation and tax (17794546.3 9) (13690958. 45) (14210251.0 5) (13690958. 44)
Interest 6965494.59 5269527.75 8381681.77 5269527.75
Depreciation 3987670.56 3955815.00 5506147.06 3955815.00
Profit before Exceptional & extra-ordinary items & Tax (28747711.5 4) (22916301. 20) (28098079.8 8) (22916301. 19)
Less: Exceptional Item 0.00 26549.18 0.00 731486.48
Add/Less: Extra Ordinary Items 0.00 0.00 0.00 0.00
Profit before Tax (28747711.5 4) (22942850. 38) (28098079.8 8) (22184814. 71)
Less: Deferred tax 320310.65 (136603.50) (314388.12) (136603.50)
Less: Income tax 0.00 (357954.00) 630000.00 (357954.00)
Net Profit/ (Loss) after Tax for the year (29068022.1 9) (22448292. 88) (28413691.7 6) (21690257. 21)
Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes) 0.00 0.00 0.00 0.00
Total Comprehensive Income for the year (29068022.1 9) (22448292. 88) (28413691.7 6) (21690257. 21)

Previous year figures have been re-grouped and rearranged wherever considerednecessary.

2. STATE OF COMPANY'S AFFAIRS AND BUSINESS OPERATIONS

During the year 2017-18 revenue from operation is decreased by 24.83% ascompared to year 2016-2017.

The table below shows the comparative growth in revenue of the Company since last threeyears:

Financial year Revenue from operations Other income Total revenue
2015 - 16 Rs. 3213.50 Lakh Rs. 145.78 Lakh Rs. 3359.28 Lakh
2016 - 17 Rs. 2401.81 Lakh Rs. 154.51 Lakh Rs. 2556.32 Lakh
2017 - 18 Rs. 1805.51 Lakh Rs. 129.87 Lakh Rs. 1935.38 Lakh

As informed in the last Annual Report your company had to overcome the unexpectedchallenges which arose due to changing in volatile exchange rate of Euro and US Dollarwith other foreign currencies.

Added to this there was noticeable effect in the markets of Europe & Middle Eastresulting in huge reduction in Exports of footwear from India. Normally Our Turnover was90% from Exports and 10% from Domestic. The export market was shared on a 50-50 basisbetween European Customer and Middle East customer.

Over the last year's there was huge downward trend of crude prices in the internationalmarket i.e. from 100$ (positive) to 50$ (negative) per barrel this greatly affected theongoing project in the Middle East. Thereby turnover of the company has reduced by approx22% due to downfall in the market by over 50% of Economic Scenario in the Middle East.This effect of Middle East economy in turn had a cascading effect on efforts of theEuropean export market. Due to that European market has reduced by approx 25% and itseffected our total turnover by reducing around 13%. Thus in overall there is reduction inexports by over 35% greatly effecting the turnover and profitability of your company.

To supplement the reduction in Export market we decided to shift our focus to Domesticmarket for which we have started addressing domestic institutional procurement throughtendering process.

Since this was a new market & highly competitive as other exporters were alsofacing the same problem. Tender prices had to be quoted at abnormally low level to enterinto a competitive scenario.

These efforts are yielding positive results and we are expecting a business of Rs. 5 to8 Crores in the next Financial Year.

We are also expanding our product range to include Children Shoes and expect to comeinto productions by August- September 2018.

The existing domestic market was severally affected by Demonetization which causedecrease in the existing customer requirement by above 30% to 40%. In this Financial Yearwe had to bear the brunt of declining exports our challenge of new domestic market newdomestic institution sales etc.

During the last year we saw considerable changes in the external Business Environment.While Commodity Prices and Inflation were under control the Company is confident ofrecovering the lost ground due to the recession in Europe. In addition competition fromboth foreign and national players continued to be aggressive. In this Scenario yourCompany continued to focus on delivering values to the Customers.

Modernization of manufacturing process of your Company during the Year under review.Various initiative has been taken by Board of Directors i.e. evolving consumerpreferences rapid technological innovations Six Sigma in Factory at different stages ofimplementation eco friendly manufacturing process including energy saving measures andconsumption of minimum natural resources.

The Company acknowledges the importance of the plant and employees as the base behindthe success of the Company. Your Company believes that it's the teamwork of the employeeswhich enables Company to reach the new heights. The Company is committed to work togetherkeeping in full trust on each other and strive to keep itself in the high growthtrajectory to achieve newer heights.

3. RESERVES

For the period under review the Board is not transferring any amount to General ReserveAccount of the Company.

4. DIVIDEND

There is not adequate surplus to declare any dividend during the year; therefore yourDirectors did not recommend payment of any dividend for the Financial Year 2017-18.

5. EXTRACT OF ANNUAL RETURN

Relevant extract of Annual Return as on the Financial Year ended on March 31st 2018 isgiven in ANNEXURE I to this Report.

6. MEETINGS OF THE BOARD

During the year Six (6) meetings of the Board of Directors were convened and held onthe following dates as mentioned in the table:

Attendance of the Board Meeting Held on

Name of Director 30.05.2 017 14.08.2 017 13.09.2 017 20.11.2 017 23.12.20 17* 20.02.20 18* Attendance at the AGM held on 29.09.2017
Mr. Rajendra Kumar Poddar Yes Yes Yes Yes Yes Yes Yes
Mrs. Amita Poddar Yes Yes Yes Yes Yes Yes Yes
Mr. Rajesh Gupta Yes Yes Yes Yes Yes Yes No
Mr. Madhusudan Prasad Kejriwal Yes Yes Yes Yes Yes Yes No
Mr. Abhinav Chaudhar i Yes Yes No Yes Yes Yes No

* Date of Original Meeting was 13.12.2017 which were adjourned to 20.12.2017 and againadjourned to 23.12.2017 and concluded on same date.

* Date of Original Meeting was 13.02.2018 which were adjourned to 14.02.2018 and againadjourned to 20.02.2018 and concluded on same date.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

7. DEPOSITS

In the beginning of the Financial Year 2017-18 there were no deposits lying with theCompany and further it is clarified that no money have been received which fall under thecategory of deposits during the Financial Year 2017-18.

8. CAPITAL STRUCTURE

During FY 2017-18 there is no change in the capital structure of Company. TheAuthorised Share Capital of Company is Rs. 5.80 Crores and Paid up share Capital ofCompany is Rs. 4.83 Crores.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Amita Poddar (DIN: 00143486) Director of the Company whose period of office isliable to retire by rotation pursuant to provisions of the Companies Act 2013 and as perArticles of Association of the Company retires by rotation at the ensuing AGM and beingeligible offers herself for reappointment.

Further Board of directors has informed to the members of the company that Mr. NiteshKumar Kumawat has resigned from their post of Chief Financial Officer w.e.f. October 212017 and Mr. Dinesh Swami has appointed as Chief Financial Officer of the company in placeof him w.e.f. April 20 2018.

Further Board of directors has informed to the members of the company that after theclosing of Financial Year Mr. Rohit Agarwal Company Secretary cum Compliance Officer ofthe Company has tendered his resignation received by the Company on May 30 2018 and thesame has been accepted. The Board appreciated his association with the Company and thesupport which he has rendered during his tenure. Further in his place Ms. Heena Lakhanihas given her consent to be appointed as Company Secretary of the company with effect fromJune 01 2018.

Further Board of directors has informed to the members of the company that Mr. AbhinavChoudhari Non Executive & Independent Director of the Company has tendered hisresignation from Directorship received by the Company on March 03 2018 and the same hasbeen accepted. The Board appreciated his association with the Company and the supportwhich he has rendered during his tenure. Further after the closing of Financial Year Mrs.Divya Karla has given her consent to be appointed as Independent Director of the companywith effect from June 01 2018.

Thus the Board of Directors of Mayur Leather Products Limited is a balanced one withan optimum mix of Executive and Non Executive Directors. They show active participation atthe board and committee meetings which enhances the transparency and adds value to theirdecision making. The Board of the Company is headed by a Non - Executive Chairman.Chairman takes the strategic decisions frames the policy guidelines and extendswholehearted support to Executive Directors business heads and associates.

At present the Board of company consists of five (5) Directors. The composition andcategory of Directors is as follows:

Category Name of Directors DIN
Promoter/ Executive Director Mr. Rajendra Kumar Poddar 00143571
Ms. Amita Poddar (Chairman) 00143486
Non-Executive Directors Mr. Rajesh V. Gupta 00814841
Mr. Madhusudan Prasad Kejriwal 06547411
Non Executive & Independent Director Mrs. Divya Kalra 07263511

10. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declarations under section 149 (6) andsection 149 (7) of the Companies Act 2013 and the Rules made thereunder. In the opinionof the Board the Independent Directors fulfill the conditions relating to their status asan Independent Director as specified in section 149 of the Companies Act 2013 read withrules made thereunder as well as Regulation 16 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force).

11. FORMAL ANNUAL EVALUATION

The Act and SEBI Regulations have mandated the need to ensure effectiveness of theBoard governance and require a statement indicating the manner in which formal annualevaluation has been carried out by the Board of its own performance and that of itsCommittees and individual directors.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors.

The Company is availing services of professionals for looking at the best practicesprevalent in the industry and advising with respect to evaluation of board members. On thebasis of recommendations of the professionals and the policy for performance evaluation ofIndependent Directors Board Committees and other individual directors a process ofevaluation was followed by the board for its own performance and that of its committeesand individual directors.

12. COMMITTEES OF THE BOARD

• AUDIT COMMITTEE

The Board re-constituted the Audit Committee in line with the provision of theCompanies Act 2013 due to resignation of Mr. Abhinav Chaudhari member of the saidCommittee w.e.f. March 03 2018.

Thus the Audit Committee comprised of 3 members at present. The detail of thecomposition of the Audit committee along with their meetings held/attended is as follows:

Name of Position

Attendance at the Committee Meetings held on

the Member 30.05.20 17 14.08.20 17 13.09.20 17 20.11.20 17 23.12.20 17 *(Adjourned Meeting) 20.02.20 18 *(Adjourned Meeting)
Mr. Abhinav Chaudhari* Chairman Yes Yes Yes Yes Yes Yes
Mrs. Divya Kalra* Chairman Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
Mr. Madhusuda n Prasad Kejriwal Member Yes Yes Yes Yes Yes Yes
Mrs. Amita Poddar Member Yes Yes Yes Yes Yes Yes

* 13.12.2017 Original Meeting 20.12.2017 Adjourned Meeting 23.12.2017 AdjournedMeeting

* 13.02.2018 Original Meeting 14.02.2018 Adjourned Meeting 20.02.2018 AdjournedMeeting

* Mr. Abhinav Chaudhari ceased as a Director w.e.f. March 03 2018.

* Mrs. Divya Kalra has appointed as chairman of the Audit Committee w.e.f. June 012018.

* NOMINATION AND REMUNERATION COMMITTEE

The company re-constituted the Nomination and Remuneration Committee by appointing Mrs.Divya Kalra as member of the committee in place of Mr. Abhinav Chaudhari who has tenderedhis resignation during the year under review.

Thus the Committee comprised of 3 members at present. The detail of the composition ofthe Nomination and Remuneration committee along with their meetings held/attended is asfollows:

Name of the Member Position

Attendance at the Committee Meeting held on

30.05.2017 14.08.2017
Mr. Madhusudan Prasad Kejriwal Chairman Yes Yes
Mr. Abhinav Chaudhari* Member Yes Yes
Mrs. Divya Kalra* Member Not Applicable Not Applicable
Mr. Rajesh Virendra Gupta Member Yes Yes

* Mr. Abhinav Chaudhari ceased as a Director w.e.f. March 03 2018.

*Mrs. Divya Kalra appointed as member of the Committee w.e.f June 01 2018

The policy formulated by Nomination and Remuneration Committee on director'sappointment and remuneration including criteria for determining qualifications positiveattributes independence of a director and other matters as specified under section 178(3)of the Companies Act 2013 and same was approved by the Board of Directors of the Company.The policy is annexed herewith as Annexure- II.

• STAKEHOLDER'S RELATIONSHIP COMMITTEE

During the year under review Stakeholder's Relationship Committee of the Company hasre-constituted. Mr. Abhinav Chaudhari has resigned and Mrs. Divya Kalra inducted n theCommittee as member in place of him.

The Committee comprised of 4 members as on current date. The detail of the compositionof the said committee along with their meetings held/attended is as follows:

Name of the Position

Attendance at the Committee Meetings held on

Member 14.08.2017 13.02.2018
Mr. Madhusudan Prasad Kejriwal Chairman Yes Yes
Mr. Rajendra Kumar Poddar Member Yes Yes
Mrs. Amita Poddar Member Yes Yes
Mr. Abhinav Chaudhari* Member Yes Yes
Mrs. Divya Kalra* Member Not Applicable Not Applicable

* Mr. Abhinav Chaudhari ceased as a Director w.e.f. March 03 2018.

*Mrs. Divya Kalra appointed as member of the Committee w.e.f June 01 2018

13. AUDITOR'S OF THE COMPANY:

• STATUTORY AUDITOR

M/s H.C. Garg & Co. Chartered Accountants Jaipur having FRN 000152C wereappointed as Statutory Auditor of the Company in the 32nd Annual General Meeting of thecompany held on September 29 2017 for a term of Five consecutive years subject to theratification at every AGM held after 32nd AGM.

As per the provisions of Section 40 of the Companies (Amendment) Act 2017 there is norequirement for ratification of appointment of statutory auditor at every AGM of theCompany and therefore it is not required to ratify the appointment every year.

M/s H.C. Garg & Co. Chartered Accountants will hold office for a period offive consecutive years from the conclusion of the 32nd Annual General Meeting of theCompany was held on September 29 2017 till the conclusion of the 37th Annual generalMeeting to be held in the year 2022.

As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from M/s H.C. Garg & Co. to such appointment and also acertificate to the effect that their appointment is in accordance with Section 139(1) ofthe Companies

Act 2013 and the rules made there under.

As required under Regulation 33 of SEBI (Listing Obligations and Disclosurerequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the peer review Board of ICAI.

STATUTORY AUDITOR'S REPORT

The qualification/observation of the Auditor's given in the Auditor's Report areselfexplanatory and have been explained/ clarified wherever necessary in the notes tothe Financial Statements.

• SECRETARIAL AUDITOR

As per Section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint Secretarial Auditor to carry out secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act 2013 and rulesmade there under M/s Sharma Vivek & Associates Company Secretaries in PracticeJaipur was appointed to conduct the secretarial audit of the Company for the financialyear 201718.

SECRETARIAL AUDITOR'S REPORT

A Secretarial Audit Report issued by M/s Sharma Vivek & Associates CompanySecretaries in Practice in respect of the secretarial audit of the Company for thefinancial year ended 31st March 2018 is given in ANNEXURE III to this Report andit carries the following qualifications:

(i) Hundred percent Shareholding of promoter(s) and promoter(s) group is not indematerialized form as required under Regulation 31 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015

(ii) During the financial year 2017-2018 the Company has submitted its quarterlyfinancial Results with delay two times for quarter ended 30.09.2017 and 31.12.2017 forwhich notice of penalty was received and the same has been deposited by the company as perSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In respect of above stated qualifications your Directors would like to clarify that:

(i)) Total Promoter's Shareholding is 64.02%. Out of these only 1% shareholding is notin Demat Form. The Company has already sent a mail to the Promoter(s) regarding conversionof physical shares to Demat Shares but the Promoter has not provided us the PAN and otherdetails for conversion of the same. However the shareholding of the promoters is underprocess of dematerialization.

(ii) The company was fall in the ambit of preparation of its Financial Statementsaccording to Indian Accounting Standards w.e.f 01.04.2017. It took more time to prepareand fianlise the Quarterly Financial Statements times for quarter ended 30.09.2017 and31.12.2017. Due to that the company was unable to submit such statements within thestipulated time.

• COST AUDITOR

The requirement of Cost Audit in your industry has been excluded/ removed in The

Companies (Cost Records and Audit) Rules 2014 issued by the Ministry of CorporateAffairs vide its notification dated 30th June 2014. Therefore no appointment was made ofthe Cost Auditor to carry out the Cost Audit for the financial year ended 31st March 2018and there is no requirement of maintenance of cost records as per section 148 of theCompanies Act 2013.

• INTERNAL AUDITOR

M/s Varma Prashant & Associates Chartered Accountant Jaipur was appointed toconduct Internal Audit of the company for the financial year 2017-18 as required underSection 138 of the Companies Act 2013 and Rules thereunder and the Board of Director hasappointed M/s Varma Prashant & Associates Chartered Accountant Jaipur is appointedto conduct Internal Audit of the company for the financial year 2018-19.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF THE REPORT

There was no material changes and no commitment made by the directors affectingfinancial position of the company between the end of the Financial Year and date ofreport. So no criteria need to be specified for the year.

15. HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that it'scontinued growth is dependent upon the ability to attract and retain quality people. TheCompany also recognizes the importance of providing training and development opportunitiesto its people to enhance their skills and experiences which in turn enables the companyto achieve its business objectives. The morale of employees continued to remain highduring the year contributing positively to the progress of the Company. Howeveraspirations of employees in India remain to be high. This is a challenge as only growthcan fulfill these aspirations and in today's market scenarios one has to performextraordinarily to achieve growth.

The Company has always provided a congenial atmosphere for work to all sections of thesociety. Your Company is committed to respect universal human rights. To that end theCompany practices and seeks to work with business associates who believe and promote thesestandards. The Company is committed to provide equal opportunities at all levels safe andhealthy workplaces and protecting human health and environment. The Company providesopportunities to all its employees to improve their skills and capabilities. The Company'scommitment extends to its neighboring communities to improve their educational culturaleconomic and social well-being. Your Company is an equal opportunity employer and does notdiscriminate on the grounds of race religion nationality ethnic origin color genderage citizenship sexual orientation marital status or any disability not affecting thefunctional requirements of the position held.

16. CORPORATE SOCIAL RESPONSIBLITY

Our key Strategy for Corporate Social Responsibility is to mobilize core competenciesand resources of business public organizations and Government Institutions to facilitatetheir working in partnership on projects that benefit communities. We also feel stronglyabout giving back to our community. We believe everybody deserves to be treated withdignity and respect regardless of their personal circumstances and offered the skillsknowledge and assistance they need to help themselves lead healthy and productive lives.

The Directors of the Company are pleased to inform you that although the provision ofSection 135 of the Companies Act 2013 is not applicable on the company but the company hasdecided to be pro-active in its Corporate Social Responsibility Activities and spent ofRs. 2800/- on such activities for promotion of education promoting Health care anderadicating hunger and poverty.

17. DELISTING OF EQUITY SHARES

The members have passed a special resolution in the Annual General Meeting of Companyheld on 10th July 2004 permitting the Company to delist its shares from the regionalstock exchanges of Jaipur Delhi Calcutta and Ahmedabad.

As on date out of the above-stated four stock exchanges the equity shares of theCompany have been delisted from the Delhi Ahmedabad and Jaipur Stock Exchanges. Delistingapplication of the Company is still pending with the Calcutta Stock Exchange AssociationLtd. since December 2004. Inspite of several reminders the Company did not get anyresponse from the exchange in the matter of the delisting status.

18. DISCLOSURE OF SUBSIDIARY AND ASSOCIATE COMPANY

The Company exercised significant influence (38.46%) over its Associate Company i.e."Mayur Global Private Limited" and the Company increased the total investment ofthe Company to 52.15% of the paid up equity share capital of the Mayur Global PrivateLimited and thereafter Mayur Global Private Limited has become a subsidiary of the Companywith effect from July 21 2017 by virtue of the provisions of Section 2(87) of theCompanies Act 2013. The Statement Pursuant to section 129(3) of the Act related toAssociate Company is attached in Annexure IV in Form AOC-1. Mayur Global PrivateLimited is a Footwear Manufacturing company established to fulfill the export demand ofleather Footwear.

19. RISK MANAGEMENT POLICY

Your Company has an elaborate Risk Management procedure which is based on threepillars: Business Risk Assessment Operational Controls Assessment and Policy Complianceprocesses. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. Some of the identified risksrelate to competitive intensity and cost volatility.

To sustain and grow in global market one must be ready for some level of uncertainty.Greater the uncertainty higher the risk. The risk management function is integral to theCompany and its objectives include ensuring that critical risks are identifiedcontinuously monitored and managed effectively in order to protect the Company's business.The Company operates in an environment which is affected by various factors some of whichare controllable while some are outside the control of the company. The Companyproactively takes reasonable steps to identify and monitor the risk and makes efforts tomitigate significant risks that may affect it. Some of the risks that are potentiallysignificant in nature and need careful monitoring are listed here under:

• Macroeconomic Factors

• Political Factors

• Product portfolio

• Competition from product launches

• Talent acquisition & retention

• Continuance and growth of channel partners

• High dependence on suppliers

• Geographic concentration

• Changes in government policy and legislation

• Chinese Competition

• Raw Material Price Increase

• Foreign Exchange Fluctuation

20. INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls whichimpact the financial statements. The financial controls are tested for operatingeffectiveness through ongoing monitoring and review process of the management andindependently by the Internal Auditors. In our view the Internal Financial Controlsaffecting the financial statements are adequate and are operating effectively.

21. MANAGEMENT DICUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis is provided as a separatesection in the Annual Report which forms part of the Board's Report as ANNEXURE VII.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) with respect to Directors' Responsibility Statement your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the profit ofthe Company for the year ended on that date;

c) The Directors 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;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

23. PARTICULARS OF EMPLOYEES

As per amendment in Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial personnel) Amendment Rules 2016 dated 30.06.2016 details of top ten employeesin terms of remuneration drawn employed by the company during the financial year 2017-18pursuance the provisions in accordance with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial personnel) Amendment Rules 2016 and

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in ANNEXURE VI to this Report.

Apart from that there are no employees in the company whose particulars are requiredto be disclosed in the Report.

24. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in Financial Statement. During the financial yearunder review no such transaction were done by the company to report here.

25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and SEBI "LODR"your Company has formulated a Policy on Related Party Transactions which is also availableon Company's website at www.mavurgroups.com. The Policy intends to ensure that properreporting; approval and disclosure processes are in place for all transactions between theCompany and Related Parties.

This Policy specifically deals with the review and approval of Material Related PartyTransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All Related Party Transactions are placedbefore the Audit Committee for review and approval. Prior omnibus approval is obtained forRelated Party Transactions on a quarterly basis for transactions which are of repetitivenature and / or entered in the Ordinary Course of Business and are at Arm's Length. AllRelated Party Transactions are subjected to independent review by a reputed accountingfirm to establish compliance with the requirements of Related Party Transactions under theCompanies Act 2013 and SEBI "LODR".

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3) (h) of the Companies Act 2013 is disclosedin Form AOC 2 in ANNEXURE V is annexed to this report.

Your Directors draw attention of the members to Note 42 to the financial statementwhich sets out related party disclosures.

26. VIGIL MECHANISM

The Board of Directors has formulated a Whistle Blower Policy/Vigil Mechanism which isin compliance with the provisions of Section 177 (10) of the Companies Act 2013.

The Company's Whistle Blower Policy/Vigil Mechanism encourages Directors and employeesto bring to the Company's attention instances of unethical behavior actual or suspectedincidents of fraud or violation of the Code of Conduct that could adversely impact theCompany's operations business performance and / or reputation. The Policy provides thatthe Company investigates such incidents when reported in an impartial manner and takesappropriate action to ensure that requisite standards of professional and ethical conductare always upheld. It is the Company's Policy to ensure that no employee is victimized orharassed for bringing such incidents to the attention of the Company. The practice of theWhistle Blower Policy/Vigil Mechanism is overseen by the Audit Committee and no employeehas been denied access to the Committee. The Whistleblower Policy is available on theCompany's corporate website www.mayurgroups.com.

27. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the Regulation of SEBI (LODR)Regulations 2015 is not applicable to the company. Thus the company has filed the nonapplicability certificate to the exchange for regulations (2) read with regulation 27(2)of SEBI (LODR) Regulations 2015 certified by the compliance Officer of the company.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information required to be disclosed pursuant to Section 134(3)(m) of the companiesact 2013 read with Rule 8 of companies (Accounts) Rules2014 the particulars oftechnology absorption and foreign exchange earnings and outgo is provided as under.

• CONSERVATION OF ENERGY

The company is undertaking regular periodic energy conservation measures:-

Particulars Year ended 31.03.2018 Year ended 31.03.2017
A. POWER AND FUEL CONSUMPTION
a) Electricity :
Purchased Units 494999 335940
Total Amount (in Rs.) 4262641 2758840
Rate / Unit (Rs.) 8.61 8.21
b) Own Generation :
Through Diesel Generator
Units 7200 1600
FO / HSD (Ltrs.) 480686 92656
Total Amount (in Rs.) Units Per Ltr. of Fuel Oil/Gas Cost / Unit (Rs.) 66.76 57.91
c) Steam : N.A. N.A.
Through Furnace Oil
Total Amount (Rs.) Litres (Furnace Oil) Rate / Ltrs (Rs.)
Through Coal / Lignite N.A. N.A.
Total Amount (Rs.) Coal (Kgs.) Rate / Kgs (Rs.) Total Steam Amount (Rs.)
Total Amount 4743327 2851496
B. CONSUMPTION PER UNIT
PRODUCTION 312908 312550
Products: Shoes & Uppers (in Pairs)
Energy Consumption Per Pairs. (in Rs.) 15.16 9.12

• RESEARCH & DEVELOPMENT / TECHNOLOGY ABSORPTION

Company continued to give utmost importance to the R&D activities. The Company hasits own in-house well-developed Research and Development division. The objective of theCompany through continuous Research and Development activities is the introduction of costeffective state-of-art-products with enhanced life and to increase the productioncapacity. The Company's Laboratory and R&D division is continuously working towardsnew developments and keeps pace with the latest developments in high tech areas. Duringthe year company has spend Rs. 561737.00 (previous year Rs. 795904.00) on R & Dexpenditure which is debited in financial books.

• FOREIGN EXCHANGE EARNING AND OUTGO

Activities relating to exports; initiatives taken to increase exports development ofnew export markets for product and services; and export plans:

The Company is engaged in the manufacture and export of leather safety shoes and shoeuppers. The majority sale is through exports. Due to the economic slowdown the exportmarket of the regular products has been badly affected. This is being countered by twoactivities: -

Re-align fresh business from existing customers with new products.

Develop an Indian Market Network.

Hopefully the results should start showing within the next six months. It is ourendeavor to fight the worldwide recession.

(Amount in Rs. Lacs)
Earning:
Export (FOB) 912.01
Outgo:
Travelling expenses 4.62
Claim & compensation for quality & Development 0.00
Raw material 87.78
Sales Commission 0.00
Repairs & Maintenance 0.00
Plant & machinery 0.00
Membership Fees 1.88
Testing fees 0.00
Royalty 0.00
TOTAL OUTGO 94.28

29. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is an equal opportunity provider and believes in providing opportunity andkey positions to women professionals. At the same time it has been an endeavor of theCompany to support women professionals through a safe healthy and conducive workingenvironment by creating and implementing proper policies to tackle issues relating to safeand proper working conditions for them. The company has complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 As per the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 the report on the details of the number of cases filed under Sexual Harassment andtheir disposal during the year 2018 is as under:

Number of cases pending as on the beginning of the financial year NIL
Number of complaints filed during the financial year NIL
Number of cases pending as on the end of the financial year NIL

30. PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designatedemployees the Company has adopted a Code of Conduct for Prohibition of Insider Trading.

31. INVESTOR GRIEVANCE REDRESSAL

The number of complaints received and resolved to the satisfaction of investors duringthe year under review. There were no pending complaint or share transfer cases as on 31stMarch 2018 as per the certificate given by RTA.

32. MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedinformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the Lead Independent Director.

During the year under review the independent directors met on 06.06.2017 inter aliato discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non- Executive directors.

• Evaluation of the quality content and timeliness of flow of information betweenthe management and the board that is necessary for the board to effectively and reasonablyperform its duties.

• Review the mechanism of safeguard the interests of all Stakeholders.

33. UNCLAIMED DIVIDEND

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') all unpaid orunclaimed Dividend are required to be transferred by the Company to the IEPF establishedby the Central Government after the completion of Seven years. Further according to theRules the share in respect of which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the DematAccount created by the IEPF Authority. Accordingly the company has transferred theunclaimed and unpaid dividends. Further the corresponding share will be transferred as perthe requirement of the IEPF Rules details of which are provided on our website atwwe.mayurgroups.com.

Section 124 of the Companies Act 2013 read with Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') mandates thatcompanies transfer dividend that has remained unclaimed for a period of seven years fromthe unpaid dividend account to the Investor Education and Protection Fund (IEPF). Furtherthe rules mandate the transfer of shares with respect to the dividend which has not beenpaid or claimed for Seven Consecutive Years or more to IEPF. Accordingly the dividend forthe years mentioned as follows will be transferred to the IEPF on the respective dates ifthe dividend remains unclaimed for seven years and the corresponding shares will also betransferred to IEPF if dividend as unclaimed for seven Consecutive Years.

The Company sends periodic intimation to the concerned Shareholders advising them tolodge their claim with respect to unclaimed dividends Shareholders may note that both theunclaimed Dividend and corresponding shares transferred to IEPF including all benefitsaccruing on such shares if any can be claimed back from IEPF following the procedureprescribed in the Rules. No Claim shall be in respect thereof with the Company.

During the year under review the Company has credited Rs. 61127 for unpaid dividendof the year 2009-10(Final) to the Investor Education and Protection Fund (IEPF) pursuantto Section 205C of the Companies Act 1956 read with the Investor Education and ProtectionFund (Awareness and Protection of Investors) Rules 2001.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason 29th September 2017 (date of last Annual General Meeting) on the Company's websitewww.mayurgroups.com and on the website of the Ministry of Corporate Affairs.

34. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules 2014 Nosignificant or material orders were passed by the Regulators or Courts or Tribunalsimpacting the going concern status and company's operations in future.

35. GENERAL

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:

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

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meetings.

4. There were no frauds found which have been reported to the Audit Committee / Boardmembers as well as to the Central Government. Further there was no fraud reported byauditors under section 143 (12) of the Companies Act 2013.

36. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Central & State Government Local Authorities ClientsVendors Advisors Consultants and Associates at all levels for their continued guidanceand support. Your Directors also wish to place on record their deep sense of appreciationfor their commitment dedication and hard work put in by every member of the Company.

For and on behalf of the Board of Directors
MAYUR LEATHER PRODUCTS LIMITED
PLACE: JAIPUR Sd/- Sd/-
DATE : 13.08.2018 R.K. PODDAR AMITA PODDAR
Director & CEO Chairperson & Director
DIN:00143571 DIN: 00143486