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Mayur Uniquoters Ltd.

BSE: 522249 Sector: Industrials
NSE: MAYURUNIQ ISIN Code: INE040D01038
BSE 00:00 | 28 Jul 522.70 27.60
(5.57%)
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494.50

HIGH

533.40

LOW

487.10

NSE 00:00 | 28 Jul 522.90 27.60
(5.57%)
OPEN

496.00

HIGH

533.30

LOW

486.90

OPEN 494.50
PREVIOUS CLOSE 495.10
VOLUME 18456
52-Week high 545.95
52-Week low 209.45
P/E 26.17
Mkt Cap.(Rs cr) 2,330
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 494.50
CLOSE 495.10
VOLUME 18456
52-Week high 545.95
52-Week low 209.45
P/E 26.17
Mkt Cap.(Rs cr) 2,330
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

To

The Members of Mayur Uniquoters Limited

We are glad to present the 27th Annual Report on the business and operationsof the Company together with the audited standalone & consolidated financialstatements for the financial year ended on March 31 2020.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended on March 31 2020 is summarizedbelow:

(Rs. in lakhs)

Particulars Standalone Consolidated
March 31 2020 March 31 2019 March 31 2020 March 31 2019
Total Income from Operations 51646.43 57343.12 52800.29 59126.00
Net Profit/ (Loss) for the period (Before Tax
Exceptional and / or Extraordinary Items) 10586.25 13013.15 10355.51 13209.68
Net Profit/ (Loss) for the period Before Tax
(After Exceptional and/or Extraordinary Items) 10586.25 13013.15 10355.51 13209.68
Net Profit / (Loss) for the period After Tax
(After Exceptional and/or Extraordinary Items) 8064.29 8716.66 7977.51 8958.77
Total Comprehensive Income for the period
[Comprising Profit/ (Loss) for the period (After Tax) and Other Comprehensive Income (After Tax)] 8196.71 8724.42 7715.57 8608.07
Equity Share Capital 2266.38 2266.38 2266.38 2266.38
Other Equity [Reserves (Excluding Revaluation Reserve)] 56449.77 50029.01 55470.23 49530.61
Earning Per Share (of Rs. 5.00 each) (for continuing and discontinued operations):
1. Basic: 17.79 19.23 17.60 19.76
2. Diluted: 17.79 19.23 17.60 19.76

2. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE

Your Company has successfully completed 27 years of journey and entering into anothermagnificent/ splendid year with the Mission and Vision of the Company. Your Companybelieves in growth of Company as well as society with commitment to serve the customer andshareholders to their satisfaction and better experience.

Mayur Uniquoters Limited ("Mayur") is being one of the market leaders andlargest producers of synthetic/ artificial leather.

Your Company has persistent thrive and work towards expansion of our business with itscapacities updated technology with modern innovations development of new processeswidened its product range and expanding the marketing network and research &development

Revenue and Profit (Standalone)

Your Company's total income during the year under review amounting to Rs. 535.54 Croresas compared to Rs. 594.90 Crores in previous financial year and net Profit After Tax (PAT)amounting to Rs. 80.64 Crores as compared to Rs. 87.17 Crores in previous year. During thefinancial year decrease in the Profit After Tax (PAT) is due to increase in raw materialprices slowdown in automobile sector and Covid Pandemic.

Revenue and Profit (Consolidated)

The total income during the year under review amounting to Rs. 547.81 Crores ascompared to Rs. 612.92 Crores in previous financial year and net Profit

After Tax (PAT) amounting to Rs. 79.78 Crores as compared to Rs. 89.59 Crores inprevious year. During the financial year decrease in the Profit After Tax (PAT) is due toincrease in raw material prices slowdown in automobile sector and Covid Pandemic.

3. DIVIDEND

Mayur has always endeavoured to retain 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 43(A) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (the listingregulations). The policy is attached as Annexure I to this report.

During the financial year 2019-20 the Board of Directors have declared three interimdividends of Rs. 0.50 Rs.1.00 and Rs. 1.50 per share of the face value of Rs. 5.00 eachin the month of August 2019 November 2019 and February 2020 respectively aggregatingto Rs. 3.00 per equity share (60%). Also the Board at its meeting held on June 29 2020has recommended a final dividend of Rs. 1.00 per share of face value Rs. 5.00 each (20%)and the same is subject to the approval of shareholders at the ensuing Annual GeneralMeeting to be held on August 27 2020. During the financial year the total dividendincluding dividend distribution tax of Rs. 1775.95 lakhs.

4. TRANSFER TO RESERVES

Your Board doesn't propose to transfer any amount to General Reserve for the financialyear ended on March 31 2020.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review there is no change in the Capital structure of theCompany. The Authorised Share Capital of the Company is Rs. 860000000.00 (Rupees EightySix Crores) divided into 50000000 (Five Crores) Equity Shares of Rs. 5.00 (Rupees Five)each and 1525000 (Fifteen Lakhs and Twenty Five Thousand) Compulsory ConvertibleParticipating Preference Shares (CCPPS) of Rs. 400.00 (Rupees Four Hundred) each.

The paid up equity share capital is Rs. 226638000.00 (Rupees Twenty Two Crores SixtySix Lakhs Thirty Eight Thousand) consisting of 45327600 (Four Crores Fifty Three LakhsTwenty Seven Thousand Six Hundred) Equity Shares of Rs. 5.00 each.

6. SUBSIDIARY COMPANY

Your Company alongwith the following Wholly Owned Subsidiaries and Step Down Subsidiaryof the Company is engaged in the business of manufacturing and supply of artificialleather not only in the country but also across the globe for texture of every idea:

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

• Mayur Uniquoters SA (Pty) Ltd (South Africa) –Wholly Owned Subsidiary

• Futura Textiles Inc. (Nevada USA)- Step Down Subsidiary

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 in USA onjust in time basis. MUC is not engaged in any manufacturing activity except some job workprocessing which is based on customers' requirements.

During the financial year 2019-20 the Company has made investment of ZAR 10000(10000 shares of ZAR 1 each) in Mayur Uniquoters SA (Pty) Ltd Wholly Owned Subsidiarywhich was incorporated in Republic of South Africa. The Company is mainly engage in thetrading of PVC Vinyl or Artificial/ Synthetic Leather in the territory of Republic ofSouth Africa.

Futura Textiles Inc. was incorporated in State of Nevada USA on December 20 2010. TheCompany is mainly engaged in the business of retail and whole sale trading of Upholsteryof PVC Vinyl or Artificial/Synthetic Leather. In the financial year 2018-2019 MayurUniquoters Corp (Wholly Owned Subsidiary of Mayur Uniquoters Limited) hold 450000 (FourLakhs Fifty Thousand) shares i.e. 68.18% of Futura Textiles Inc. Hence Futura TextilesInc. is Step Down Subsidiary of Mayur Uniquoters Limited.

Pursuant to the provisions of section 129(3) of the Companies Act 2013 (the Act) theCompany has prepared consolidated financial statements which forms part of this AnnualReport. A separate statement containing salient features of the financial statements ofthe Company's Subsidiaries and Step Down Subsidiary in prescribed form AOC-1 is annexed asAnnexure II to this report.

The audited financial statements including the consolidated financial statements of theCompany and all other documents required to be attached thereto is available on theCompany's website i.e. www.mayuruniquoters.com. The financial statements of the SubsidiaryCompanies is available on the Company's website i.e. www.mayuruniquoters.com. Thesedocuments will also be available for inspection on all working days during businesshours 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 website at the weblink i.e. http://www.mayuruniquoters.com/pdf/ policy-on-material-subsidiary.pdf. There was no Company whichhas ceased to be Company's Subsidiary Joint Venture or Associate Company during thefinancial year ended on March 31 2020.

7. MATERIAL CHANGES & COMMITMENTS

In pursuance to section 134(3) (L) of the Act no material changes and commitments haveoccurred after the closure of the financial year to which the financial statements relatetill the date of this report affecting the financial position of the Company.

Impact of COVID-19 Pandemic

The COVID-19 pandemic is rapidly spreading throughout the world. The operations of theCompany were impacted due to shutdown of all plants and offices following nationwidelockdown by the Government of India. The Company has resumed operations in a phased manneras per directives from the Government of India. The Company has evaluated impact of thispandemic on its business operations and financial position and based on its review ofcurrent indicators of future economic conditions there is no significant impact on itsfinancial statements as at March 31 2020. However the impact assessment of COVID-19 is acontinuing process given the uncertainties associated with its nature and duration andaccordingly the impact may be different from that estimated as at the date of approval ofthese financial statements. The Company will continue to monitor any material changes tofuture economic conditions.

8. 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.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT

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.

10. RELATED PARTY TRANSACTIONS

Mayur has historically adopted the practice of undertaking related party transactionsonly in the ordinary and normal course of business and at arm's length as part of itsphilosophy of adhering to highest ethical standards transparency and accountability.Pursuant to the provisions of section 188 of the Act read with rules issued thereunder andRegulation 23 of the listing regulations all contracts / transactions / arrangementsentered by the Company during the financial year with the related parties were in ordinarycourse of business and on an arm's length basis. Further there were no transactions withrelated parties which qualify as material transactions under the listing regulations.

During the financial year 2019-2020 all transactions with related parties werereviewed and approved by the Audit Committee. Prior omnibus approval of the AuditCommittee 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 Act in the Form AOC-2 is annexedherewith 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 the Company'swebsite at the web link http://www.mayuruniquoters.com/pdf/related-party-transaction-policy.pdf.

11. CREDIT RATING

During the financial year 2019-20 on the basis of recent development includingoperational and financial performance of the Company Credit Rating Agency-CARE hasreaffirmed stable rating as follows:

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

12. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended onMarch 31 2020 are set out in the Corporate Governance Report which forms part of thisreport. The gap between two consecutive meetings was held within the time periodstipulated under the Act Secretarial Standard-1 and the listing regulations.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

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

• In accordance with the provisions of the Act and the Articles of Association ofthe Company Mr. Suresh Kumar Poddar Chairman and Managing Director & CEO of theCompany was liable to retire by rotation at the 26th Annual General Meeting(AGM) and was appointed therein.

• In accordance with the provisions of the Act and the Articles of Association ofthe Company Mr. Arun Kumar Bagaria Whole Time Director designated as Executive Directorof the Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment.

• Mrs. Tanuja Agarwal was re-appointed as an Independent Director with effect fromApril 11 2019 for a period of 5 (Five) years for second tenure by passing specialresolution by the shareholders of the Company at 26th AGM of the Company.

• Mr. Arvind Kumar Sharma was appointed as an Independent Director with effectfrom February 13 2019 for a period of 5 (Five) years at 26th AGM of theCompany.

• Mr. Suresh Kumar Poddar was re-appointed as Chairman and Managing Director &CEO with effect from April 1 2020 and it is proposed to reappoint him as Chairman andManaging Director & CEO at ensuing AGM for a period of 3 (Three) years commencing fromApril 1 2020.

• Necessary resolutions for the appointment/ reappointment of aforesaid Directorswherever applicable have been incorporated in the notice convening the ensuing AGM. Asrequired under the listing regulations and Secretarial Standards on General Meetingsissued by ICSI the relevant details of Directors retiring by rotation and/or seekingappointment/re-appointment at the ensuing AGM are furnished as Annexure A to the notice ofAGM.

• During the financial year 2019-20 there was no change in the KMPs of theCompany.

14. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149 (6) of the Act and Regulation 16(1) (b) ofthe listing regulations all Independent Directors of the Company have given declarationthat they meet the criteria of independence and also registered their registration ofIndependent Directors in Database of IICA for Independent Directors. The terms &conditions for the appointment of Independent Directors are given on the website of theCompany. Mrs. Tanuja Agarwal was re-appointed as Independent Director of the Company for aperiod of 5 (Five) years commencing April 11 2019 for second tenure as IndependentDirector in the Company. Mr. Arvind Kumar Sharma was appointed as Independent Director ofthe Company for a period of 5 (Five) years commencing February 13 2019 as IndependentDirectors in the Company.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the listing regulations the Companyhas put in place a familiarization programme for the Independent Directors to familiarizethem with 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 http://www.mayuruniquoters.com/pdf/details-of- familiarization-programme-imparted.pdf

16. FORMALANNUAL EVALUATION

Performance evaluation is becoming increasingly important for Board and Directors andhas benefits for individual Directors Board and the Companies for which they work.

The Securities and Exchange Board of India has issued a Guidance Note on BoardEvaluation and pursuant to the provisions of the Act the Board of Directors has carriedout an annual performance evaluation of its own performance Board Committees andindividual Directors.

The performance evaluation of the Board was based on criteria such as composition androle of the Board Board communication and relationships functioning of Board Committeesof Board processes manner of conducting the meetings review of performance of ExecutiveDirectors value addition of the Board members and corporate governance successionplanning strategic planning etc.

Evaluation of Committees was based on criteria such as adequate independence of eachCommittee manner of conducting the meetings frequency of meetings and time allocated fordiscussions at meetings functioning of Board Committees value additions made by themembers of the committees and effectiveness of its advice/ recommendation to the Boardetc.

Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings representation of shareholder interest and enhancingshareholder value experience and expertise to provide feedback and guidance to topmanagement on business strategy governance risk and understanding of the organization'sstrategy etc.

Performance evaluation of every Director was done by the Nomination and RemunerationCommittee in their meeting held on May 30 2019 and also by the Independent Directors intheir meeting held on March 12 2020.

17. AUDITORS AND AUDITORS' REPORT

Statutory Auditor

M/s. Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) the StatutoryAuditor of the Company were appointed at 24th Annual General Meeting (AGM) of the Companyheld on July 27 2017 for a period of five years subject to the ratification at every AGMheld 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 Annual GeneralMeeting of the Company and therefore it is not required to ratify the appointment everyyear.

The Auditors in their report for the financial year 2019-20 have given unmodifiedopinion.

As per sub section 12 of section 143 of the Act during the financial year no fraud wasreported by the Auditor of the Company in their Audit Report.

Secretarial Auditor

Pursuant to provisions of section 204 of the Act and rules made thereunder M/s. V. M.& Associates Company Secretaries (FRN P1984RJ039200) was appointed as SecretarialAuditor to conduct the Secretarial Audit of the Company for the financial year 2019-20.

An Audit Report issued in form MR-3 by M/s. V.M. & Associates Company Secretariesin respect of the Secretarial Audit of the Company for the financial year ended on March31 2020 is attached as Annexure IV to this Report. The report doesn't contain anyreservation qualification or adverse mark except the following comment:

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except:

(i) Expense on CSR activities below the prescribed limit; and

(ii) Late compliances w.r.t. Investor Education and Protection Fund (IEPF);

Board's Explanation for shortfall amount spent on CSR Activities

(i) Your Company has spent amount of Rs.

165.57 lakhs. Your Company believes that education is very important aspect of societyand we firmly doing in the field of education from past 5 years. The Company has adoptedmultiyear projects which will change the lives of many people across the Rajasthan State.The Company has been very selective in identifying appropriate project/areas for spendingthe required CSR amount and ensures that the project funded were well within theprescribed CSR activities of the Company.

(ii) The unpaid/unclaimed final dividend amount of Rs. 627530 for the financial year2011-12 and third interim dividend amount of Rs. 603 207 pertaining to the financialyear 2012-13 was delayed transferred to IEPF Authority on June 15 2020 and June 16 2020respectively due to technical problems. The due dates for these transfers were August 282019 and March 18 2020 respectively.

During the financial year 2019-20 no fraud was reported by the Secretarial Auditor ofthe Company in their Audit Report.

The Board has re-appointed M/s. V.M. & Associates Company Secretaries asSecretarial Auditor of the Company to carry out Secretarial Audit of the Company for thefinancial year 2020-21.

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 (FRN 101351) as the Cost Auditor of the Company for the financial year2019-20.

The Company has received Cost Audit Report on the cost accounts of the Company for thefinancial year ended on March 31 2020 and the same will be filed with Ministry ofCorporate Affairs (MCA).

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 2020-21. 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 27th AGM of the Company.

During the financial year 2019-20 no fraud was reported by the Cost Auditor of theCompany in their Audit Report.

Internal Auditor

In accordance with the provisions of section 138 of the Act and rules made thereunderthe Board of Directors of the Company has appointed M/s. S. Bhandari & Co. CharteredAccountants (FRN: 000560C) as an Internal Auditor to conduct the Internal Audit of theCompany w.e.f. November 18

2017 to conduct Internal Audit of the Company and M/s. S. Bhandari & Co. CharteredAccountants will continue as an Internal Auditor of the Company.

During the financial year 2019-20 no fraud was reported by the Internal Auditor of theCompany in their Audit Report.

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 andRemuneration Committee d) Stakeholders Relationship Committee

The Committees' composition charters and meetings held during the year and attendancethereat are given in the Report on Corporate Governance forming part of this AnnualReport.

19. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 and amendments thereto the Board has formulated andimplemented a Code of Conduct to regulate monitor and report trading by its designatedemployees and other connected persons and Code of Practices and Procedures for fairdisclosure of Unpublished Price Sensitive Information. The same is available on theCompany'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 has established a Whistle Blower Policy to deal with the cases of unethicalbehavior 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 theCompany's website at the weblink i.e. http:// www.mayuruniquoters.com/ pdf/mul-whistle-blower- policy.pdf

During the financial 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 V to this report.The Company has contributed a sum of Rs. 165.57 lakhs towards CSR activities during thefinancial year 2019-20. The justification for the shortfall amount spent on CSR activitieshas been provided under point no. 17 of this report and also in Annual Report on CSR.

22. RISK MANAGEMENT POLICY

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.

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

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 December 09 2013 under the said Act every Company is required to set upan Internal Complaints Committee to look into complaints relating to sexual harassment atwork 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 2019-20 Pending complaints of previousyear has been resolved and no new complaint has been received. Hence no complaint ispending at the end of the financial year.

24. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as on March 31 2020 is given as AnnexureVI to this report.

25. DEPOSITS

During the financial year under review your Company has neither invited nor acceptedor renewed any fixed deposit from public in terms of provisions of section 73 to 76 of theAct read with the Companies (Acceptance of Deposits) Rules 2014. No amount of principalor interest was outstanding as on March 31 2020.

26. INTERNAL FINANCIAL CONTROLS

Your Company put sufficient internal financial control system adequate with the size ofits business operations. Internal control systems comprising of policies and proceduresare designed to ensure sound management of your Company's operations safe keeping of itsassets 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.

During the financial year under review the Statutory Auditor in their Report on theInternal Financial Control with reference to financial statements for the financial year2019-20 has given unmodified report.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

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.

28. NOMINATIONAND REMUNERATION POLICY

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.

29. PARTICULARS OF EMPLOYEES

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:

Sl. No. Name of the Employee Designation Remuneration (Rs. in lakhs) Nature of the employment (contractual o r otherwise) Qualification Experience Date of Commencement of employment Age Last employment held by such employee before joining the Company Whether relative of the director if yes name of the Director Percentage of equity shares held by the employee in the Company
1 Mr. Suresh Kumar Poddar Chairman and Managing Director & CEO 206.39 Contractual B.Sc. 50 14.09.1992 73 Own Business Father-in-law of Mr. Arun Kumar Bagaria 33.98
2 Mr. Ramadas V Acharya Sr. Vice President 171.80 Onroll Employee BE MS MBA 39 24.03.2011 73 Uniroyal Engineered Products Co. - -
3 Mr. Arun Kumar Bagaria Executive Director 154.89 Contractual B.Com. (Hons) MBA 23 01.08.2007 47 Own Business Son-in-law of Mr. Suresh Kumar Poddar 1.19
4 Mr. B.S. Venkatesh GM - Marketing 137.94 Onroll Employee B.Com. PGDBA MBA 33 02.09.2002 56 BHOR Industries Limited - -
5 Mr. Swapnil Vyas GM-Operations 55.60 Onroll Employee HSC DME 24 24.05.2012 44 Bridgestone India Pvt. Ltd. - -
6 Mr. Vinod Kumar Sharma Chief Financial Officer 48.22 Onroll Employee M.Com. C.A. C.S. 25 19.01.2019 50 Surya Roshni Limited
7 Mr. Rajesh Gupta GM - Corp. Import 47.99 Onroll Employee B.Com. DCWA 29 01.04.2006 56 Mayur Interlinks (India) Pvt. Ltd. - -
8 Mr. Manish Kaushik AGM- Marketing 41.14 Onroll Employee B.Sc. MBA 18 19.11.2007 39 United Decorative Pvt. Ltd. - -
9 Mr. Prahlad Singh Chaudhary GM- Human Resource 40.84 Onroll Employee B.Sc. MBA 23 04.04.2018 52 JSW Global Business Solutions Ltd. - -
10 Mr. Satish Uniyal GM-Textile 31.79 Onroll Employee B.Tech 26 26.06.2012 47 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 are forming part ofthis report as Annexure IX to this report

30. MANAGEMENT DISCUSSIONANDANALYSIS

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

31. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulatedunder the listing 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 listing regulations form part of the Board'sReport.

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year the Company has transferred the amount of unpaid dividendtill the financial year 2012-13 (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. It is hereby informed thatpursuant 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-forthe-transfertoiepf.pdf

33. BUSINESS RESPONSIBILITY REPORT (BRR)

The listing regulations mandate the inclusion of the BRR as part of the Annual Reportfor the top 1000 listed entities based on market capitalization. In compliance with thelisting regulations we have integrated BRR disclosures into our Annual Report. TheBusiness Responsibility Report is forming part of this Annual Report and has been annexedwith the Board's Report.

34. LISTING OF SHARES

Your Company's shares are listed at BSE Limited and National Stock Exchange of IndiaLtd and the listing fee for the year 2020-21 has been duly paid.

35. DIRECTORS' RESPONSIBILITY STATEMENT

As required by section 134(3) (c) of the Act your Directors state and confirm that:

• in the preparation of the annual accounts for the year ended on March 31 2020the applicable accounting standards had been followed along with proper explanationrelating to material departures;

• the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2020 andof the profit and loss of the Company for the year ended on March 31 2020;

• 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;

• the Directors have prepared the annual accounts on a ‘going concern' basis;

• 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 the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

36. ACKNOWLEDGEMENT

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 of Directors
Suresh Kumar Poddar
Place : Jaipur (Chairman and Managing Director & CEO)
Dated : June 29 2020 DIN:00022395

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