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Mayur Uniquoters Ltd.

BSE: 522249 Sector: Industrials
BSE 00:00 | 07 Dec 406.30 15.40






NSE 00:00 | 07 Dec 400.75 11.15






OPEN 396.65
52-Week high 568.15
52-Week low 350.00
P/E 20.12
Mkt Cap.(Rs cr) 1,841
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 396.65
CLOSE 390.90
52-Week high 568.15
52-Week low 350.00
P/E 20.12
Mkt Cap.(Rs cr) 1,841
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mayur Uniquoters Ltd. (MAYURUNIQ) - Director Report

Company director report


The Members of Mayur Uniquoters Limited

Your directors are pleased to present the 25th Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended 31st March 2018.


The Company’s financial performance for the year ended 31st March 2018is summarised below:

(Rs. in Lakhs)

Particulars Standalone Consolidated
Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018 Year ended March 31 2017
Total Revenue 57687.00 53491.35 59492.25 53177.27
Total Expenditure (Excluding Interest and
Depreciation) 41911.03 39675.76 43201.35 39477.84
Profit Before Interest Depreciation and
Tax (PBIDT) 15775.97 13815.59 16260.90 13699.43
Less: Interest 84.56 67.32 85.44 68.41
Less: Depreciation 1711.36 1669.52 1712.39 1670.43
Profit Before Tax (PBT) 13980.05 12078.75 14493.07 11960.59
Less: Tax Expenses 4570.33 3870.54 4801.20 3809.69
Profit After Tax (PAT) 9409.72 8208.21 9691.87 8150.90
Add: Balance Brought Forward from Previous Year 31354.51 23694.42 30990.56 23387.78
Profit Available For Appropriation 40764.23 31902.63 40682.43 31538.68
Add: Other Comprehensive Income (Net of Income Tax) 0.84 2.54 0.84 2.54
Less: Appropriation:
Transaction Cost on Buy Back of Equity Shares 26.29 24.53 26.29 24.53
Equity Dividend 639.10 437.14 639.10 437.14
Dividend Distribution Tax on Equity Dividend 130.10 88.99 130.10 88.99
Balance Carried to Balance Sheet 39969.58 31354.51 39887.78 30990.56


We are glad to inform that your company has celebrated 25th Anniversary(Silver Jubilee) of the Company during the year. Your company being one of the largestproducers of the synthetic leather is having an installed capacity of 3.05 million linearmeters per month. Mayur Uniquoters Limited ("Mayur") has been gearing theunearthed opportunities in the synthetic leather industry by increasing its installedcapacities adopting newer and latest technologies newer innovations and development ofnew processes widened its product range and expending the marketing network. The majorcontributing factors towards the success of Mayur is its commitment to serve the customerand shareholders to their satisfaction.

During the financial year 2017-18 your Company has achieved total revenue onStandalone basis amounting to Rs. 576.87 Crore as compared to Rs. 534.91 Crore in previousfinancial year and net Profit After Tax (PAT) has increased from Rs. 82.08 Crore to Rs.94.10 Crore recording an increase of 14.64% and total revenue on Consolidated basisamounting to Rs. 594.92 Crore as compared to Rs. 531.77 Crore and net Profit After Tax(PAT) has increased from Rs. 81.51 Crore to Rs. 96.92 Crore recording an increase of 18.91% in 2017-18.


Mayur has always strived to maintain a balance by providing an appropriate return tothe Shareholders while simultaneously retaining a reasonable portion of the profit tomaintain healthy financial leverage with a view to support and fund the future expansionplans. Mayur has a well defined dividend policy which ensures the availability ofsufficient distributable income to its members as per regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (the regulations). The policyis attached as Annexure I to this report.

During the financial year 2017-18 the Board of Directors declared three interimdividends of Rs. 0.50/ - Rs. 0.25/- and 0.40/- per share of the face value of Rs. 5/-each in the month of August 2017 November 2017 and February 2018 respectivelyaggregating to Rs. 1.15/- per equity share (23%). Also the Board at its meeting held on30th May 2018 has recommended a final dividend of Rs. 0.25/- per share of facevalue Rs. 5/- each (5%) and the same is subject to the approval of shareholders at theensuing Annual General Meeting to be held on 27th July 2018. The total finaldividend pay-out will be Rs. 113.32 Lakhs excluding dividend distribution tax of Rs. 23.29Lakhs.


The Board of Directors doesn’t propose to transfer any amount to General Reservefor the financial year ended 31st March 2018.


During the year under review the Company has completed its Buy Back Offer of 450000(Four Lakhs Fifty Thousand) fully paid up equity shares of Rs. 5/-each representing 0.98%of the total paid up equity share capital at a price of Rs. 550/- (Rupees Five Hundred andFifty) per share for an aggregate amount of Rs. 247500000/- (Rupees Twenty Four CroreSeventy Five Lakhs).

Post buy back the paid up equity share capital of the Company decreased from Rs.228888000/- (Rupees Twenty Two Crore Eighty Eight Lakhs Eighty Eight Thousand)consisting of 45777600 (Four Crore Fifty Seven Lakhs Seventy Seven Thousand SixHundred) Equity Shares of Rs. 5/- (Rupees Five) each to Rs. 226638000/- (Rupees TwentyTwo Crore Sixty Six Lakhs Thirty Eight Thousand) consisting of 45327600 (Four CroreFiftyThree Lakhs Twenty SevenThousand Six Hundred) Equity Shares of Rs. 5/- each.


The Company has the following Wholly Owned Subsidiary Company:

• Mayur Uniquoters Corp. (Texas USA)

Mayur Uniquoters Corp. (MUC) was incorporated in Texas USA as a domestic for ProfitCorporation under the provisions of Texas State Laws having its office at 1999 Bryan St.Suite 900 Dallas Texas. MUC’s main activity is to supply goods to OEM customer inUSA on just in time basis. MUC is not engaged in any manufacturing activity except somejob work processing which is based on customers’ requirements.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (the Act) theCompany has prepared consolidated financial statements which form part of this AnnualReport. A separate statement containing salient features of the financial statements ofthe Company’s subsidiary in prescribed form AOC-1 is annexed as Annexure II to thisreport.

The audited financial statement including the consolidated financial statements of theCompany and all other documents required to be attached thereto is available on theCompany’s website i.e. The financial statement of thesubsidiary company is available on the Company’s Website These documents will also be available for inspection on allworking days during business hours at the Registered Office of the Company.

The Company is already having a policy for determining material subsidiaries and thesame is available on Company’s web link i.e. http:// There was no Company which has ceased to beCompany’s Subsidiary Joint Venture or Associate Company during the financial yearended 31st March 2018.


In pursuance to Section 134(3) (L) of the Companies Act 2013 No material changes andcommitments have occurred after the closure of the financial year to which the financialstatements relate till the date of this report affecting the financial position of thecompany.


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.


Pursuant to the provisions of Section 186 of the Act and Schedule V of the regulationsinvestments made are provided as part of the financial statements. There are no loansgranted guarantees given or issued or securities provided by your Company in terms ofSection 186 of the Act read with the Rules issued thereunder.


All Contracts / transactions / arrangements entered by the Company during the financialyear with the Related Parties were in ordinary course of business and on an arm’slength basis and in accordance with the provisions of the Companies Act 2013 read withthe Rules issued thereunder and the regulations. Further there were no transactions withrelated parties which qualify as material transactions under the regulations.

All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approval of the Audit Committee has been obtained for thetransactions which are of repetitive nature. The transactions entered into pursuant to theomnibus approval so granted along with a statement giving details of all related partytransactions was placed before the Audit Committee on quarterly basis specifying thenature value and terms and conditions of the same. The Company has made transactions withrelated parties pursuant to Section 188 of the Act. The particulars of material contractsor arrangements with related parties referred to in subsection (1) of section 188 of theCompanies Act 2013 in the Form AOC-2 is annexed herewith as Annexure ‘III’.

The Company has formulated a policy on materiality of related party transactions andalso on dealing with Related Party Transactions which has been uploaded on theCompany’s website at the web link


During the financial year 2017-18 on the basis of recent development includingoperational and financial performance of the Company Credit Rating Agency-CARE hasreaffirmed stable rating as follows:

Facilities Rating Outlook
Long Term Bank Facility CARE AA Stable
ShortTerm Bank Facility CARE A1+ Stable
LongTerm/ShortTerm CARE AA / Stable
Bank Facility CARE A1+


The details of board and committee meetings held during the financial year ended 31stMarch 2018 are set out in the Corporate Governance Report which forms a part ofthis report. The intervening gap between the meetings was within the period prescribedunder the Act Secretarial Standard-1 and the regulations.


During the year under review the following changes occurred in the Board of Directors:(i) In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Arun Kumar Bagaria Executive Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre- appointment.

(ii) Mr. Kanwarjit Singh Independent Director resigned from the directorship w.e.f. 23rdJanuary 2018.

(iii) Mr. Shyam Agrawal was appointed as an Additional Director (Independent) w.e.f. 26thMarch 2018 and it is proposed to appoint him as an Independent Director at theensuing AGM for a period of five years commencing from 26th March 2018. (iv)Mr. Ratan Kumar Roongta was appointed as Independent Director by Shareholders in the 24thAGM of the Company for a term of 5 years w.e.f. 28th September 2016.

(v) Necessary resolutions for the appointment/ re-appointment of aforesaid directorswherever applicable have been incorporated in the notice convening the ensuing AGM. Asrequired under the regulations and Secretarial Standards on General Meetings issued byICSI the relevant details of directors retiring by rotation and/or seekingappointment/reappointment at the ensuing AGM are furnished as Annexure A to the notice ofAGM.

(b) Key Managerial Personnel (KMP)

(i) Mr. Brahm Prakash Kumar Company Secretary & Compliance Officer resigned w.e.f.17th April 2018.

(ii) Mr. Rahul Joshi was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 18th April 2018.


All Independent Directors of the Company have given declaration that they meet thecriteria of independence as provided under Section 149 (6) of the Act and the regulation16(1) (b) of the regulations. The terms & conditions for the appointment ofIndependent Directors are given on the website of the Company.


In compliance with the requirements of the act and the regulations the Company has putin place a familiarization programme for the Independent Directors to familiarize themwith their role rights and responsibility as directors the working of the Companynature of the industry in which the Company operates business model etc. The details ofsuch familiarization programmes imparted to Independent Directors are posted on thewebsite of the Company and can be accessed at imparted.pdf


Pursuant to the provisions of the act the Board of Directors has carried out an annualperformance evaluation of its own performance board committees and individual directors.The performance 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 manner of conducting the meetings value addition of theBoard members and corporate governance etc. as provided in the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on 5th January2017.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeesmanner of conducting the meetings value additions made by the members of the committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual directors on the basis of criteria suchas the contribution of the individual director to the Board and committee meetings likeattendance of the directors in the meetings their contribution & inputsqualification and expertise etc.


(a) Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) the StatutoryAuditor of the Company were appointed at 24th Annual General Meeting (AGM) ofthe Company held on 27th July 2017 for a period of five years subject to theratification at every AGM held after 24th 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.

The Auditors in their report for the financial year 2017-18 have given qualifiedopinion and the response of your directors with respect to it is as follows: No impact isenvisaged by the management since the Company has complied with relevant laws andregulation and statutory auditors have commented upon quality of audit evidence i.e.Company has deployed manual control instead of automated control with respect to timebooking records of worker.

The Company is in the process of exploring a comprehensive automated attendancerecording system to capture and maintain sufficient details including time worked by itsown as well as contractual workers. Based on the current practice followed by the Companyand available manual records the Company’s management is of the view that it hascomplied with the Payment of Wages Act 1936 and other applicable labour laws.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and rules made thereunder M/s. V. M.& Associates Company Secretaries in Practice (FRN P1984RJ039200) was appointed asSecretarial Auditor to conduct the secretarial audit of the Company for the financial year2017-18. An Audit Report issued in form MR-3 by M/s. V.M. & Associates CompanySecretaries Jaipur in respect of the secretarial audit of the Company for the financialyear ended 31st March 2018 is attached as Annexure IV to this Report. Thereport doesn’t contain any reservation qualification or adverse mark except thefollowing comment: "During the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. as mentioned aboveexcept expense on CSR activities below the prescribed limit".

Board’s Explanation for shortfall amount spent on CSR Activities

In terms of CSR Policy of the Company during the financial year 2017-18 the companyhas spent 77.42% of the available funds in CSR Activities utilized for long termmultiyear projects or programmes and balance amount should be spent on the projects orprogrammes with short term objectives. In addition to existing multi-year projects theCompany has identified long term project of construction of Schools in remote ruralbackward areas of Jaipur. Skill Development of rural youth Education is believed to bethe stepping stone to improve the quality of life especially for the poor and the mostvulnerable. The ideology behind the "Project Mayur-education" lies in the veryessence of transforming lives through continuous generation of knowledge and empowerment.Therefore Company has earmarked funds in line with its Policy as well as prescribed CSRExpenditure. However the implementation of such project will commence in FY 2018-19 asthe Company is under process of formulating implementation plan and taking variousapprovals required in this regards. The Company has incurred CSR Expenditure during theyear under review in line with CSR Policy of the Company. The Company has changed lives ofmany people across the district with its various social initiatives since many years. Itis the Company’s continuous endeavour to increase its CSR impact and spend over thecoming years supplemented by its continued focus towards sustainable development andresponsible infrastructure.

The Board has re-appointed M/s. V. M. & Associates Company Secretaries inPractice Jaipur as Secretarial Auditor of the Company to carry out Secretarial Audit ofthe Company for the financial year 2018-19.

(c) Cost Auditor

In accordance with the provisions of Section 148 of the Act and rules made thereunderthe Board of Directors of the Company appointed M/s. Pavan Gupta & Associates CostAccountants Jaipur (FRN 101351) as the Cost Auditor of the Company for the financialyear 2017-18. The Company has received Cost Audit Report on the cost accounts of theCompany for the financial year ended 31st March 2018 and the same will besubmitted to the Central Government in due course.

The Board has re-appointed M/s. Pavan Gupta & Associates Cost Accountants (FRN101351) as Cost Auditor to conduct the audit of cost records of your Company for thefinancial year 2018-19. The payment of remuneration to Cost Auditor requires theapproval/ratification of the members of the Company and necessary resolution in thisregard has been included in the notice convening 25th AGM of the Company.

(d) Internal Auditor

Mr. Ashish Jain Internal Auditor of the Company has resigned w.e.f. 17thNovember 2017. In accordance with the provisions of Section 138 of the Act and rules madethereunder the Board of Directors of the Company has appointed M/s. S. Bhandari &Co. Chartered Accountants (FRN: 000560C) as an Internal Auditor to conduct the InternalAudit of the Company w.e.f. 18th November 2017 to conduct Internal Audit from1st October 2017.


The Board of Directors of the Company constituted the following Committees: a) AuditCommittee b) Corporate Social Responsibility Committee c) Nomination & RemunerationCommittee d) Stakeholders Relationship Committee The Committees’ compositioncharters and meetings held during the year and attendance thereat are given in the Reporton Corporate Governance forming part of this Annual Report.


Pursuant to the provisions of the regulations the Board has formulated and implementeda Code of Conduct to regulate monitor and report trading by its employees and otherconnected persons and Code of Practices and Procedures for fair disclosure of UnpublishedPrice Sensitive Information. The same is available on the Company’s website i.e.http://


The Company established a Whistle Blower Policy to deal with the cases of unethicalbehaviour in all its business activities fraud mismanagement and violation of Code ofConduct of the Company. The policy provides systematic mechanism to report the concernsand adequate safeguards against the victimization if any. The policy is available on thewebsite of the Company i.e. During the year no whistle blower event was reported andmechanism is functioning well. No personnel have been denied access to the AuditCommittee.


The Company has CSR Policy in place and the same can be accessed at pdf/csr-policy.pdf The Annual Report on CSR activities isannexed herewith as Annexure V to this report. The Company has contributed a sum of Rs.173.42 Lakhs towards CSR activities during the financial year 2017-18. The justificationfor the shortfall amount spent on CSR activities has been provided under point no. 15(b)of this report and also in Annual Report on CSR.


The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company’s competitive advantage. The RiskManagement Policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.


In order to prevent sexual harassment of women at work place "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"was notified on 9th December 2013 under the said Act every Company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the Company adopted a policy forprevention of Sexual Harassment of Women at workplace and also set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee. During the financial year ended 31st March 2018 theCompany did not receive any compliant and no compliant was pending at beginning and at theend of the year.


The extract of Annual Return in Form No. MGT-9 as on 31st March 2018 isgiven as Annexure VI to this report.


During the year under review your company has neither invited nor accepted or renewedany fixed deposit from public in terms of provisions of section 73 of the Act read withthe Companies (Acceptance of Deposits) Rules 2014.


Your Company has in place adequate internal financial control system commensurate withthe size of its operations. Internal control systems comprising of policies and proceduresare designed to ensure sound management of your Company’s operations safe keeping ofits assets optimal utilisation of resources reliability of its financial information andcompliance. Systems and procedures are periodically reviewed to keep pace with the growingsize and complexity of your Company’s operations. The Statutory Auditor in theirReport on the Internal Financial controls with reference to financial statements forfinancial year 2017-18 has given qualified opinion and the response of your directors withrespect to it is as follows: No impact is envisaged by the management since the Companyhas complied with relevant laws and regulation and statutory auditors have commented uponquality of audit evidence i.e. Company has deployed manual control instead of automatedcontrol with respect to time booking records of worker. The Company is in the process ofexploring a comprehensive automated attendance recording system to capture and maintainsufficient details including time worked by its own as well as contractual workers. Basedon the current practice followed by the Company and available manual records theCompany’s management is of the view that it has complied with the Payment of WagesAct 1936 and other applicable labour laws.


As required by Section 134(3) (c) of the Act your directors state and confirm that: a)in the preparation of the annual accounts for the year ended 31st March 2018the applicable accounting standards had been followed along with proper explanationrelating to material departures; b) the directors had selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2018 and of the profit of the Company for the year ended 31st March2018; c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 the Companyand that such internal financial controls are adequate and are operating effectively; andf) the directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.


Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo pursuant to Section 134 of the Act read with rules made thereunder is given inAnnexure VII to this report.


In accordance with the provisions of section 178 of the Act the Company has Nominationand Remuneration Policy in place and the same is attached as Annexure VIII to this report.


The statement containing particulars of employees as required under rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenherein below:

The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part ofthis report as Annexure IX to this report.


The Management Discussion and Analysis Report forming part of this Annual Report andhas been annexed with the Board’s Report.


The Company has complied with the requirements of corporate governance as stipulatedunder the regulations. The corporate governance report and certificate from practicingCompany Secretary confirming compliance of conditions as required by Regulation 34(3) readwith Part E of Schedule V of the regulations form part of the Board’s Report.


During the financial year the Company has transferred the amount of unpaid dividendtill the financial year 2010-11 (Third Interim Dividend) to the Investor Education andProtection Fund under the provisions of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016. Further according toSection 124 of the

Act and the applicable Rules the Shares on which dividend has not been paid or claimedby the Shareholders for 7 (Seven) consecutive years or more shall also be transferred tothe demat account of IEPF Authority.


Your Company’s shares are listed at BSE Limited and National Stock Exchange ofIndia Limited and the listing fees for the year 2018-19 has been duly paid.


Your directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to provide higher levels of consumer delight throughcontinuous improvement in existing products and introduction of new products.

The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers customers and others associates.

The directors also take this opportunity to thank all Investors Clients BanksGovernment and Regulatory Authorities and Stock Exchanges for their continued support.

For and on behalf of the Board
Suresh Kumar Poddar
Place: Jaitpura (Jaipur) Chairman & Managing Director & CEO
Date : May 30 2018 DIN: 00022395