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Mayur Uniquoters Ltd.

BSE: 522249 Sector: Industrials
NSE: MAYURUNIQ ISIN Code: INE040D01038
BSE 00:00 | 20 Feb 275.35 3.45
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OPEN 275.00
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VOLUME 24128
52-Week high 375.65
52-Week low 200.05
P/E 16.90
Mkt Cap.(Rs cr) 1,248
Buy Price 276.05
Buy Qty 38.00
Sell Price 276.50
Sell Qty 50.00
OPEN 275.00
CLOSE 271.90
VOLUME 24128
52-Week high 375.65
52-Week low 200.05
P/E 16.90
Mkt Cap.(Rs cr) 1,248
Buy Price 276.05
Buy Qty 38.00
Sell Price 276.50
Sell Qty 50.00

Mayur Uniquoters Ltd. (MAYURUNIQ) - Director Report

Company director report

To

The Members of Mayur Uniquoters Limited

We are glad to present the 26th Annual Report on the business and operationsof the Company together with the audited standalone & consolidated financialstatements for the financial year ended March 31 2019.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2019 issummarized below:

(Rs. in Lakhs)
Particulars Standalone Consolidated
March 31 2019 March 31 2018 March 31 2019 March 31 2018
Total Income from Operations 57343.12 56367.42 59126.00 58142.94
Net Profit/ (Loss) for the period (Before Tax Exceptional and/ or Extraordinary Items) 13013.15 13980.05 13209.68 14493.07
Net Profit/ (Loss) for the period Before Tax (After Exceptional and/or Extraordinary Items) 13013.15 13980.05 13209.68 14493.07
Net Profit / (Loss) for the period After Tax (After Exceptional and/or Extraordinary Items) 8716.66 9409.72 8958.77 9691.87
Total Comprehensive Income for the period [Comprising Profit/ (Loss) for the period (After Tax) and Other Comprehensive Income (After Tax)] 8724.42 9418.27 8608.07 9557.66
Equity Share Capital 2266.38 2266.38 2266.38 2266.38
Other Equity [Reserves (Excluding Revaluation Reserve)] 50029.01 43080.54 49530.61 42698.49
Earning Per Share (of Rs. 5/- each) (for continuing and discontinued operations)-
1. Basic: 19.23 20.58 19.76 21.19
2. Diluted: 19.23 20.58 19.76 21.19

2. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE

Your Company has successfully completed 26 years of journey andentering into another magnificent/ splendid year with the Mission and Vision of theCompany. Your Company believes in growth of Company as well as society with commitment toserve the customer and shareholders to their satisfaction and better experience.

Mayur Uniquoters Limited ("Mayur") is being one of the marketleaders and largest producers of synthetic/ artificial leather having an installedcapacity of 3.05 million linear meters per month.

Your Company has persistent thrive and work towards expansion of ourbusiness with its capacities updated technology with modern innovations development ofnew processes widened its product range and expanding the marketing network and researchand development.

Revenue and Profit (Standalone)

Your Company's total income during the year under review amountingto Rs. 594.90 Crores as compared to Rs. 576.87 Crores in previous financial year and netProfit After Tax (PAT) amounting to Rs. 87.17 Crores as compared to Rs. 94.10 Crores inprevious year. During the financial year decrease in the Profit After Tax (PAT) is due toincrease in raw material prices and other expenses.

Revenue and Profit (Consolidated)

The total income during the year under review amounting to Rs. 612.92Crores as compared to Rs. 594.92 Crores and net Profit After Tax (PAT) is amounting to Rs.89.59 Crores as compared to Rs. 96.92 Crores. During the financial year decrease in theProfit After Tax (PAT) is due to increase in raw material prices and other expenses.

3. DIVIDEND

Mayur has always endeavor to retain a balance by providing anappropriate return to the Shareholders while simultaneously retaining a reasonable portionof the profit to maintain healthy financial leverage with a view to support and fund thefuture expansion plans. Mayur has a well defined dividend policy which ensures theavailability of sufficient distributable income to its members as per regulation 43(A) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (theregulations). The policy is attached as Annexure I to this report.

During the financial year 2018-19 the Board of Directors have declaredthree interim dividends of Rs. 0.50 Rs. 0.50 and Rs. 2.00 per share of the face value ofRs. 5 each in the month of August 2018 November 2018 and February 2019 respectivelyaggregating to Rs. 3.00 per equity share (60%). Also the Board at its meeting held on May30 2019 has recommended a final dividend of Rs. 0.25 per share of face value Rs. 5 each(5%) and the same is subject to the approval of shareholders at the ensuing Annual GeneralMeeting to be held on September 27 2019. The total final dividend pay-out will be Rs.1473.15 Lakhs excluding dividend distribution tax of Rs. 302.80 Lakhs.

4. TRANSFER TO RESERVES

Your Board doesn't propose to transfer any amount to GeneralReserve for the financial year ended March 31 2019.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review there is no change in the Capitalstructure of the Company. The Authorised Share Capital of the Company is Rs.860000000/- (Rupees Eighty Six Crores) divided into 50000000 (Five Crores) EquityShares of Rs. 5/- (Rupees Five) each and 1525000 (Fifteen Lakhs and Twenty FiveThousand) Compulsory Convertible Participating Preference Shares (CCPPS) of Rs. 400/-(Rupees Four Hundred) each.

The paid up equity share capital is Rs. 226638000/-(Rupees TwentyTwo Crores Sixty Six Lakhs Thirty Eight Thousand) consisting of 45327600 (Four CroresFifty Three Lakhs Twenty Seven Thousand Six Hundred) Equity Shares of Rs. 5/- each.

6. SUBSIDIARY COMPANY

Your Company alongwith the following Wholly Owned Subsidiary and StepDown Subsidiary of the Company is engage in the business of manufacturing and supply ofartificial leather not only in the country but also across the globe for texture of everyidea:

• Mayur Uniquoters Corp. (Texas USA) - Wholly Owned Subsidiary

• Futura Textiles Inc. (Nevada USA)- Step Down Subsidiary MayurUniquoters Corp. (MUC) was incorporated in Texas USA as a domestic for Profit Corporationunder the provisions of Texas State Laws having its office at 1999 Bryan St. Suite 900Dallas Texas. MUC's main activity is to supply goods to OEM customer in USA on justin time basis. MUC is not engaged in any manufacturing activity except some job workprocessing which is based on customers' requirements.

Futura Textiles Inc. was incorporated in State of Nevada USA onDecember 20 2010. The Company is mainly engaged in the business of retail and whole saletrading of Upholstery of PVC Vinyl or Artificial/Synthetic Leather. During the financialyear 2018-2019 Mayur Uniquoters Corp (Wholly Owned Subsidiary of Mayur UniquotersLimited) has made investment in 450000 (Four Lakhs Fifty Thousand) shares i.e. 68.18% ofFutura Textiles Inc on March 25 2019. Hence Futura Textile Inc. became Step DownSubsidiary of Mayur Uniquoters Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013(the Act) the Company has prepared consolidated financial statements which form part ofthis Annual Report. A separate statement containing salient features of the financialstatements of the Company's subsidiary and Step Down Subsidiary in prescribed formAOC-1 is annexed as Annexure II to this report.

The audited financial statement including the consolidated financialstatements of the Company and all other documents required to be attached thereto isavailable on the Company's website i.e. www.mayuruniquoters.com. The financialstatement of the subsidiary Company is available on the Company's website i.e.www.mayuruniquoters.com. 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 materialsubsidiaries and the same is available on Company's website at the weblink i.e.http:// www.mayuruniquoters.com/pdf/ policy-on-material-subsidiary.pdf. There was noCompany which has ceased to be Company's Subsidiary Joint Venture or AssociateCompany during the financial year ended March 31 2019.

7. MATERIAL CHANGES & COMMITMENTS

In pursuance to Section 134(3) (L) of the Companies Act 2013 Nomaterial changes and commitments have occurred after the closure of the financial year towhich the financial statements relate till the date of this report affecting thefinancial position of the Company.

8. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules2014 No significant or material orders were passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT

Pursuant to the Provisions of Section 186 of the Act and Schedule V ofthe regulations investments made are provided as part of the financial statements. Thereare no loans granted guarantees given or issued or securities provided by your Company interms of Section 186 of the Act read with the rules issued thereunder.

10. RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 188 of the Companies Act 2013read with rules issued thereunder and Regulation 23 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 all Contracts /transactions / arrangements entered by the Company during the financial year with therelated parties were in ordinary course of business and on an arm's length basis.Further there were no transactions with related parties which qualify as materialtransactions under the regulations.

During the financial year 2018-2019 all transactions with relatedparties were reviewed and approved by the Audit Committee. Prior omnibus approval of theAudit Committee has been obtained for the transactions which are of repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted along with astatement giving details of all related party transactions was placed before the AuditCommittee on quarterly basis specifying the nature value and terms and conditions of thesame. The Company has made transactions with related parties pursuant to Section 188 ofthe Act. The particulars of material contracts or arrangements with related partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013 in the Form AOC-2is annexed herewith as Annexure ‘III'.

The Company has formulated a policy on materiality of related partytransactions and also on dealing with related party transactions which has been uploadedon the Company's website at the web link http://www.mayuruniquoters.com/pdf/related-party-transaction-policy.pdf .

11. CREDIT RATING

During the financial year 2018-19 on the basis of recent developmentincluding operational and financial performance of the Company Credit Rating Agency-CAREhas reaffirmed stable rating as follows:

Facilities Rating
Long Term Bank Facility - Term Loan CARE AA; Stable
Short Term Bank Facility CARE A1+
Long Term/Short Term CARE AA ; Stable/
Bank Facility CARE A1+

12. BOARD AND COMMITTEE MEETINGS

The details of Board and committee meetings held during the financialyear ended March 31 2019 are set out in the Corporate Governance Report which forms apart of this report. The gap between two consecutive meetings were held within the timeperiod stipulated under the Act Secretarial Standard-1 and the regulations.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review the following changes occurred in theBoard of Directors:

• In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Arun Kumar Bagaria Executive Director of the Company wasliable to retire by rotation at the 25th Annual General Meeting (AGM) and wasappointed thereon.

• In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Suresh Kumar Poddar Chairman and Managing Director &CEO of the Company is liable to retire by rotation at the ensuing Annual General Meetingand being eligible has offered himself for reappointment.

• Mr. Arvind Kumar Sharma was appointed as an Additional(Independent) Director with effect from February 13 2019 and it is proposed to appointhim as an Independent Director at the ensuing AGM for a period of 5 (Five) yearscommencing from February 13 2019.

• Mrs. Tanuja Agarwal was re-appointed as an Additional Director(Independent) with effect from April 11 2019 and it is proposed to re-appoint her as anIndependent Director at the ensuing AGM for a period of 5 (Five) years commencing fromApril 11 2019.

• Mr. Arun Kumar Bagaria was re-appointed as Whole Time Directordesignated as Executive Director with effect from August 1 2019 and it is proposed tore-appoint him as Whole Time Director designated as Executive Director at ensuing AGM fora period of 3 (Three) years commencing from August 1 2019.

• Necessary resolutions for the appointment/ reappointment ofaforesaid directors wherever applicable have been incorporated in the notice conveningthe ensuing AGM. As required under the regulations and Secretarial Standards on GeneralMeetings issued by ICSI the relevant details of directors retiring by rotation and/orseeking appointment/re-appointment at the ensuing AGM are furnished as Annexure A to thenotice of AGM.

(a) Key Managerial Personnel (KMP)

(i) Mr. Rahul Joshi was appointed as Company Secretary and ComplianceOfficer of the Company with effect from April 18 2018.

(ii) Mr. Brahm Prakash Kumar Company Secretary & ComplianceOfficer of the Company has resigned with effect from April 17 2018.

(iii) Mr. Gumanmal Jain has resigned from the post of Chief FinancialOfficer of the Company with effect from June 29 2018.

(iv) Mr. Manish Kumar Dwivedi has appointed as Chief Financial Officerof the Company with effect from September 24 2018 and resigned from the post of ChiefFinancial Officer with effect from December 19 2018

(v) Mr. Vinod Kumar Sharma was appointed as Chief Financial Officer ofthe Company with effect from February 13 2019.

14. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (6) of the Companies Act2013 and Regulation 16(1) (b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 all Independent Directors ofthe Company have given declaration that they meet the criteria of independence and alsoupdated their details through DIR 3 KYC with Ministry of Corporate Affairs. The terms& conditions for the appointment of Independent Directors are given on the website ofthe Company. Mrs. Tanuja Agarwal was appointed as Additional (Independent) Director of theCompany for a period of 5 (Five) years commencing April 11 2019 for second tenure asIndependent Director in the Company.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the regulations theCompany has put in place a familiarization programme for the Independent Directors tofamiliarize them with their role rights and responsibility as directors the working ofthe Company nature of the industry in which the Company operates business model etc. Thedetails of such familiarization programmes imparted to Independent Directors are posted onthe website of the Company and can be accessed at http:// w w w . mayuruniquoters.com /pdf/ details - o f -familiarization-programme-imparted.pdf

16. FORMALANNUAL EVALUATION

Performance evaluation is becoming increasingly important for Board andDirectors and has benefits for individual Directors Board and the Companies for whichthey work.

The Securities and Exchange Board of India has issued a Guidance Noteon Board Evaluation and pursuant to the provisions of the act the Board of Directors hascarried out an annual performance evaluation of its own performance Board Committees andindividual directors. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of criteria such as the Boardcomposition and structure effectiveness of Board processes manner of conducting themeetings value addition of the Board members and corporate governance etc The performanceof the committees was evaluated by the Board after seeking inputs from the committeemembers on the basis of criteria such as the composition of committees manner ofconducting the meetings value additions made by the members of the committeeseffectiveness of committee meetings etc. Evaluation of the Board was based on criteriasuch as composition and role of the Board Board communication and relationshipsfunctioning of Board Committees review of performance of Executive Directors successionplanning strategic planning etc. Evaluation of Committees was based on criteria such asadequate independence of each Committee frequency of meetings and time allocated fordiscussions at meetings functioning of Board Committees and effectiveness of its advice/recommendation to the Board etc.

Evaluation of Directors was based on criteria such as participation andcontribution in Board and Committee meetings representation of shareholder interest andenhancing shareholder value experience and expertise to provide feedback and guidance totop management on business strategy governance risk and understanding of theorganization's strategy etc.

17. AUDITORS AND AUDITORS' REPORT

Statutory Auditor

M/s Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016)the Statutory Auditor of the Company were appointed at 24th Annual General Meeting (AGM)of the Company held on July 27 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) Act2017 there is no requirement for ratification of appointment of Statutory Auditor at everyAnnual General Meeting of the Company and therefore it is not required to ratify theappointment every year.

The Auditors in their report for the financial year 2018-19 have givenqualified opinion and the response of your directors with respect to it is as follows:

No impact is envisaged by the management since the Company has compliedwith relevant laws and regulations and Statutory Auditors have commented upon the absenceof sufficient appropriate audit evidence due to non-availability of time booking recordswith sufficient details.

Effective September 12 2018 the Company implemented a biometricattendance recording system (BAS) to capture and record working hours (in and out timing)of its own as well as contractual workers and this new system has now been replaced witha more advanced one w.e.f. April 1 2019 that provides facial recognition facility aswell. The Company's management has taken steps to streamline this new system whichon stabilization will provide complete and accurate information on the employees'time recording. Based on current practice followed by the Company including availablemanual records upto date of implementation of the BAS the Company's management is ofthe view that it has complied with the Payment of Wages Act 1936 and other applicablelabour laws.

As per sub Section 12 of Section 143 of the Companies Act 2013 duringthe financial year no Fraud was reported by the Auditor of the Company in their AuditReport.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 andrules made thereunder M/s. V. M. & Associates Company Secretaries (FRNP1984RJ039200) was appointed as Secretarial Auditor to conduct the Secretarial Audit ofthe Company for the financial year 2018-19.

An Audit Report issued in form MR-3 by M/s. V.M. & AssociatesCompany Secretaries in respect of the Secretarial Audit of the Company for the financialyear ended March 31 2019 is attached as Annexure IV to this Report. The reportdoesn't contain any reservation qualification or adverse mark except the followingcomment:

"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

Your Company has spent amount of Rs. 64.93 Lakhs out of Rs. 257.67Lakhs total CSR Budget for the CSR activities in terms of CSR Policy of the Company duringthe financial year 2018-19.

The Company is very particular in spending CSR expenditure in line withthe CSR Policy of the Company. The Company has been very selective in indentifyingappropriate projects/areas for spending the required CSR amount and ensures that theprojects funded were well within the prescribed CSR activities of the Company.

The Company has adopted multiyear projects which will change lives ofmany people across the Rajasthan State with its various social initiatives in many years.It is the Company's continuous endeavor 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 CompanySecretaries Jaipur as Secretarial Auditor of the Company to carry out Secretarial Auditof the Company for the financial year 2019-20.

Cost Auditor

In accordance with the provisions of Section 148 of the Act and rulesmade thereunder the Board of Directors of the Company appointed M/s. Pavan Gupta &Associates Cost Accountants (FRN 101351) as the Cost Auditor of the Company for thefinancial year 2018-19.

The Company has received Cost Audit Report on the cost accounts of theCompany for the financial year ended March 31 2019 and the same has been filed withMinistry of Corporate Affairs (MCA).

The Board has re-appointed M/s. Pavan Gupta & Associates CostAccountants (FRN 101351) as Cost Auditor to conduct the audit of cost records of yourCompany for the financial year 2019-20. The payment of remuneration to Cost Auditorrequires the approval/ratification of the members of the Company and necessary resolutionin this regard has been included in the notice convening 26th AGM of theCompany.

Internal Auditor

In accordance with the provisions of Section 138 of the Act and rulesmade thereunder 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. November 18 2017 to conduct Internal Audit of the Company andM/s S. Bhandari & Co. Chartered Accountants will continue as an Internal Auditor ofthe Company.

18. BOARD'S COMMITTEES

The Board of Directors of the Company constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination & Remuneration Committee

d) Stakeholders Relationship Committee

The Committees' composition charters and meetings held during the year andattendance there at are given in the Report on Corporate Governance forming part of thisAnnual Report.

19. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulation 2015 and amendment thereto the Boardhas formulated and implemented a Code of Conduct to regulate monitor and report tradingby its designated employees and other connected persons and Code of Practices andProcedures for fair disclosure of Unpublished Price Sensitive Information. The same isavailable on the Company's website at the weblink i.e. http://www.mayuruniquoters.com/pdf/mayur-uniquoters- limited-code-of-conduct-amendec.pdf.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company established a Whistle Blower Policy to deal with the casesof unethical behavior in all its business activities fraud mismanagement and violationof Code of Conduct of the Company. The policy provides systematic mechanism to report theconcerns and adequate safeguards against the victimization if any. The policy isavailable on the Company's website at the weblink i.e. http://www.mayuruniquoters.com/pdf/ mul-whistle-blower-policy.pdf

During the year no whistle blower event was reported and mechanism isfunctioning well. No personnel have been denied access to the Audit Committee.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has CSR Policy in place and the same can be accessed athttp://www.mayuruniquoters.com/ pdf/csr-policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure Vto this report. The Company has contributed a sum of Rs. 64.93 Lakhs towards CSRactivities during the financial year 2018-19. The justification for the shortfall amountspent on CSR activities has been provided under point no. 17 of this report and also inAnnual Report on CSR.

22. RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy toidentify the various business risks. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company's competitiveadvantage. The risk management policy defines the risk management approach across theenterprise at various levels including documentation and reporting.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place "TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013" was notified on December 09 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 theworkplace (Prevention Prohibition and Redressal) Act 2013 the Company adopted a policyfor prevention 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 2018-19 the Company has received onecomplaint and complaint is still pending before the Mahila Aayog Jaipur.

24. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as on March 31 2019 isgiven as Annexure VI to this report.

25. DEPOSITS

During the year under review your Company has neither invited noraccepted or renewed any fixed deposit from public in terms of provisions of section 73 ofthe Act read with the Companies (Acceptance of Deposits) Rules 2014. No amount ofprincipal or interest was outstanding as on March 31 2019.

26. INTERNAL FINANCIAL CONTROLS

Your Company put sufficient internal financial control system adequatewith the size of its business operations. Internal control systems comprising of policiesand procedures are designed to ensure sound management of your Company's operationssafe keeping of its assets optimal utilisation of resources reliability of its financialinformation and compliance. Systems and procedures are periodically reviewed to keep pacewith the growing size and complexity of your Company's operations.

During the year under review the Statutory Auditor in their Report onthe Internal Financial Control with reference to financial statement for the financialyear 2018-19 has given qualified opinion and the response of your Board with respect to itis as follows:

No impact is envisaged by the management since the Company has compliedwith relevant laws and regulations and Statutory Auditors have commented upon the absenceof sufficient appropriate audit evidence due to non-availability of time booking recordswith sufficient details.

Effective September 12 2018 the Company implemented a biometricattendance recording system (BAS) to capture and record working hours (in and out timing)of its own as well as contractual workers and this new system has now been replaced witha more advanced one w.e.f. April 1 2019 that provides facial recognition facility aswell. The Company's management has taken steps to streamline this new system whichon stabilization will provide complete and accurate information on the employees'time recording. Based on current practice followed by the Company including availablemanual records upto date of implementation of the BAS the Company's management is ofthe view that it has complied with the Payment of Wages Act 1936 and other applicablelabour laws

27. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act your directors state andconfirm that:

• in the preparation of the annual accounts for the year endedMarch 31 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;

• the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2019and of the profit and loss of the Company for the year ended March 31 2019;

• 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;

• the directors have prepared the annual accounts on a ‘goingconcern' basis;

• the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

• the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO.

Information on Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo pursuant to Section 134 of the Act read with rules madethereunder is given in Annexure VII to this report.

29. NOMINATIONAND REMUNERATION POLICY

In accordance with the Provisions of Section 178 of the Act theCompany has Nomination and Remuneration Policy in place and the same is attached asAnnexure VIII to this report.

30. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required underrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given herein below:

Sl. No. Nameofthe Employee Designation Remune- ration (Rs.in Lakhs) Natureofthe employment (contractual o r otherwise) Qualification Experi- ence Dateof Commen- cement ofempl- oyment Age Lastemployment held by such employee before joining the Company Whetherrelativeofthe director if yes name of the director Percen- tageof equity shares held by the employee in the Company
1 Mr. B.S. Venkatesh GM - Marketing 201.21 Onroll Employee B.Com. PGDBA MBA 32 02.09.2002 55 BHOR Industries Limited - -
2 Mr. Suresh Kumar Poddar Chairman and Managing Director 200.89 Contractual B.Sc. 49 14.09.1992 72 Own Business Father-in-law of Mr. Arun Kumar Bagaria 33.98
3 Mr. RamadasV Acharya Sr. Vice President 162.67 Onroll Employee BE MS MBA 38 24.03.2011 72 Uniroyal Engineered Products Co. - -
4 Mr. Arun Kumar Bagaria Executive Director 134.29 Contractual B.Com. (Hons) MBA 22 01.08.2007 46 Own Business Son-in-law of Mr. Suresh Kumar Poddar 1.19
5 Mr. Swapnil Vyas GM-Operations 51.06 Onroll Employee DME ISO/ QS9000 MEP MDP2011 23 24.05.2012 43 Bridgestone India Pvt.Limited - -
6 Mr. Rajesh Gupta GM - Corp. Import 43.17 Onroll Employee B.Com. DCWA 28 01.04.2006 55 Mayur Interlinks (India) Pvt. Ltd. - -
7 Mr. Manish Kaushik Marketing 38.05 Onroll Employee B.Sc. MBA 17 19.11.2007 38 United Decorative Pvt. Ltd. - -
8 Mr. Prahlad Singh Chaudhary GM- Human Resource 37.28 Onroll Employee B.Sc. MBA 22 04.04.2018 51 JSW Global Business Solutions Ltd. - -
9 Mr. S Nagraj GM-Operations 33.50 Onroll Employee B.E. 29 04.04.2017 53 Klassik Lamitex Pvt.Ltd. - -
10 Mr. Satish Uniyal GM-Textile 29.05 Onroll Employee B.Tech 25 26.06.2012 46 Dhruv Global Pvt. Ltd. - -

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 areforming part of this report as Annexure IX to this report.

31. MANAGEMENT DISCUSSIONAND ANALYSIS

The Management Discussion and Analysis Report forming part of thisAnnual Report and has been annexed with the Board's Report.

32. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governanceas stipulated under the regulations. The corporate governance report and certificate frompracticing Company Secretary confirming compliance of conditions as required by Regulation34(3) read with Part E of Schedule V of the regulations form part of the Board'sReport.

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year the Company has transferred the amount ofunpaid dividend till the financial year 2011-12 (Third Interim Dividend) to the InvestorEducation and Protection Fund under the provisions of the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016. Furtheraccording to Section 124 of the Act and the applicable Rules the shares on which dividendhas not been paid or claimed by the shareholders for seven consecutive years or more shallalso be transferred to the demat account of IEPF Authority. The same is available on theCompany's website at the weblink i.e.http://www.mayuruniquoters.com/pdf/details-of-shares-for-the-transfertoiepf.pdf

34. LISTING OF SHARES

Your Company's shares are listed at BSE Limited and National StockExchange of India Limited and the listing fee for the year 2019-20 has been duly paid.

35. ACKNOWLEDGEMENT

Your directors place on record their deep appreciation to employees atall levels for their hard work dedication and commitment. The enthusiasm and unstintingefforts of the employees have enabled the Company to provide higher levels of consumerdelight through continuous improvement in existing products and introduction of newproducts.

The Board places on record its appreciation for the support andco-operation your Company has been receiving from its suppliers customers and othersassociates.

The directors also take this opportunity to thank all InvestorsClients Banks Government and Regulatory Authorities and Stock Exchanges for theircontinued support.

For and on behalf of the Board of Directors
Suresh Kumar Poddar
Place : Jaitpura Jaipur (Chairman and Managing Director & CEO)
Dated : August 06 2019 DIN:00022395