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Mayur Uniquoters Ltd.

BSE: 522249 Sector: Industrials
NSE: MAYURUNIQ ISIN Code: INE040D01038
BSE 00:00 | 28 Sep 489.00 1.40
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NSE 00:00 | 28 Sep 489.50 0.85
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OPEN 481.70
PREVIOUS CLOSE 487.60
VOLUME 11162
52-Week high 635.00
52-Week low 319.40
P/E 22.65
Mkt Cap.(Rs cr) 2,150
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 481.70
CLOSE 487.60
VOLUME 11162
52-Week high 635.00
52-Week low 319.40
P/E 22.65
Mkt Cap.(Rs cr) 2,150
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

Your Directors are pleased to present the 28th Annual Report on the businessand operations of the Company together with the audited standalone & consolidatedfinancial statements for the financial year ended on March 31 2021.

1. FINANCIALHIGHLIGHTS

The Company's financial performance for the year ended on March 31 2021 is summarizedbelow:

Particulars

Standalone

Consolidated

March 31 2021 March 31 2020 March 31 2021 March 31 2020
Total Income from Operations 50080.50 51646.43 51270.84 52800.29
Net Profit/ (Loss) for the period (Before Tax
Exceptional and / or Extraordinary Items) 11818.26 10586.25 11950.04 10355.51
Net Profit/ (Loss) for the period Before Tax
(After Exceptional and/or Extraordinary Items) 11818.27 10586.25 11950.04 10355.51
Net Profit / (Loss) for the period After Tax
(After Exceptional and/or Extraordinary Items) 8903.82 8064.29 8974.86 7977.51
Total Comprehensive Income for the period
[Comprising Profit/ (Loss) for the period (After Tax) and Other Comprehensive Income (After Tax)] 8977.60 8196.71 8890.16 7715.57
Equity Share Capital 2228.88 2266.38 2228.88 2266.38
Other Equity [Reserves (Excluding Revaluation Reserve)] 61312.71 56449.77 60091.94 55470.23
Earning Per Share (of Rs. 5.00 each)
(for continuing and discontinued operations):
1. Basic: 19.71 17.79 19.86 17.60
2. Diluted: 19.71 17.79 19.86 17.60

2. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE

Despite the challenging business environment by the unforeseen impact of the COVID-19pandemic your Company was able to increase its market share and improve profitabilitythrough innovations cost efficiency programs and expansion in distribution. COVID-19 hashad a catastrophic impact on people and economy globally. We in Mayur Uniquoters Limited(Mayur) focused on safety of employees stakeholders and towards the growth of Company aswell as society with commitment to serve the customer and shareholders to theirsatisfaction and better experience.

Your Directors wish to place on record their appreciation to the Company's employeessuppliers customers & Government authorities for their selfless efforts which helpedyour Company reach normalcy in operations within few months of lock-down. Mayur is beingone of the market leaders and largest producers of synthetic/ artificial leather.

Your Company shall review the long term impact of the pandemic and shall take necessarysteps to adapt itself to emerging changes and the new normal.

Revenue and Profit (Standalone)

Your Company's total income during the year under review amounting to Rs. 52039.33lakhs as compared to Rs. 53554.30 lakhs in previous financial year and Net Profit AfterTax (PAT) amounting to Rs. 8903.82 lakhs as compared to Rs.8064.29 lakhs in previousyear recording an increase of 10.41% in 2020-21.

Revenue and Profit (Consolidated)

The total income during the year under review amounting to Rs. 53257.58 as compared to

Rs.54780.95 lakhs in previous financial year and Net Profit After Tax (PAT) amountingto Rs.8974.86 lakhs as compared to Rs. 7977.51 lakhs in previous year recording anincrease of 12.50% in 2020-21. During the financial year increase in the Profit After Tax(PAT) is due to implementation of effective cost savings plans increase in sales pricealong with the significant increase in sales in automotive and footwear sector.

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 dividend distribution policy of the Company is available on the Company's websiteat the web link i.e. https://www.mayuruniquoters.com/pdf/dividend-distribution-policy.pdfDuring the financial year the Board of Directors with the approval of shareholders haddeclared the final dividend for the financial year 2019-20 of Rs. 1.00 per share of facevalue Rs. 5.00 each (i.e. 20%). Also the Board at its meeting held on June 10 2021 hasrecommended a dividend of Rs. 2.00 per share of face value Rs. 5.00 each (i.e. 40%) andthe same is subject to the approval of shareholders at the ensuing Annual General Meetingto be held on August 27 2021. During the financial year the total dividend payout wasRs. 45327600 (Rupees Four Crore Fifty Three Lakh Twenty Seven Thousand Six Hundredonly) and proposed final dividend payout for the financial year 2020-21 will be Rs.89155200 (Rupees Eight Crore Ninety One Lakh Fifty Five Thousand Two Hundred only)

4. TRANSFER TO RESERVES

Your Board doesn't propose to transfer any amount to General Reserve for the financialyear ended on March 31 2021.

5. CHANGE INCAPITALSTRUCTURE

The Authorized Share Capital of the Company is Rs. 860000000 (Rupees Eighty SixCrores only) divided into 50000000 (Five Crores) Equity Shares of Rs. 5.00 (RupeesFive) each and 1525000 (Fifteen Lakhs and Twenty Five Thousand) Compulsory Convertible

Participating Preference Shares (CCPPS) of Rs. 400.00 (Rupees Four Hundred only) each.

During the year under review the Company has completed its Buyback offer of 750000(Seven Lakhs Fifty Thousand) fully paid up equity shares of face value of Rs. 5.00 eachrepresenting 1.65% of the total paid up equity share capital at a price of Rs. 400 (RupeesFour Hundred only) per share for an aggregate amount of Rs. 300000000 (Rupees ThirtyCrores only). Post Buyback the paid up equity share capital of the Company decreased fromRs. 226638000 (Rupees Twenty Two Crores Sixty Six Lakhs Thirty Eight Thousand only)consisting of 45327600 (Four Crores Fifty Three Lakhs Twenty Seven Thousand SixHundred) Equity Shares of Rs. 5.00 each. to Rs. 222888000 (Rupees Twenty Two CroresTwenty Eight Lakhs Eighty Eight Thousand only) Consisting of 44577600 (Four CroresForty Five Lakhs Seventy Seven Thousand Six Hundred) Equity shares of Rs.5.00 each.

6. SUBSIDIARYCOMPANY

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 (Johannesburg South Africa) – Wholly OwnedSubsidiary.

• 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.

Mayur Uniquoters SA (Pty) Ltd was incorporated in Republic of South Africa and is theWholly Owned Subsidiary of the Company. The Company is mainly engage in the trading of PVCVinyl or Artificial/ Synthetic Leather in the territory of Republic of South 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. During the financial year 2020-21 MayurUniquoters Corp Inc made investment of $ 210000 in Futura Textiles Inc. and hence itbecame Wholly Owned Subsidiary of Mayur Uniquoters Corp Inc.

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 2021.

7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES AND THEIR CONTRIBUTION ON OVERALL PERFORMANCE OF THE COMPANY

The subsidiary companies contributed to the consolidated revenue from operations ofMayur. Through these subsidiaries the Company accesses its overseas markets in UnitedStates and South Africa. The overseas business witnessed headwinds during the year onaccount of economic and challenges in some of its key markets and then was impacted bycoronavirus pandemic. Despite the challenges the Company continued to invest in itsoverseas business by enhancing its supply chain and distribution footprint across theregions. During the year the Company wholly owned subsidiary Mayur Uniquoters Corp Inchas completed the acquisitions of Futura Textiles Inc. by investing $ 210000.

A separate statement containing salient features of the financial statements of theCompany's Subsidiaries and Step Down Subsidiary in prescribed form AOC-1 is annexed asAnnexure I to this report.

8. 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 disruption created by the outbreak of Covid-19 pandemic has significantly impactedthe operations earlier during the year. The Company has taken into account the relevantinternal and external information in the preparation of its financial statementsincluding assessing recoverable value of its assets. However given the evolving scenarioand uncertainties with respect to its nature and duration the impact may be differentfrom estimates as on the date of approval of financial statements. The Company willcontinue to monitor any material changes to its future business and economic conditions.

9. 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.

10. 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.

11. RELATEDPARTYTRANSACTIONS

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 2020-21 all transactions with related parties were reviewedand approved by the Audit Committee. Prior omnibus approval of the Audit Committee hasbeen obtained for the transactions which are of repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted along with a statement givingdetails of all related party transactions was placed before the Audit Committee onquarterly basis specifying the nature value and terms and conditions of the same. TheCompany has made transactions with related parties pursuant to section 188 of the Act. Theparticulars of material contracts or arrangements with related parties referred to insub-section (1) of section 188 of the Act in the Form AOC-2 is annexed herewith asAnnexure II.

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

12. CREDITRATING

During the financial year 2020-21 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 Term Bank Facility CARE AA ;
Stable / CARE A1+

13. BOARD AND COMMITTEE MEETINGS

During the year under review 4 (Four) Board meetings were held i.e. on June 29 2020August 13 2020 November 10 2020 and February 12 2021. The details of Board and otherCommittee meetings held during the financial year ended on March 31 2021 are set out inthe Corporate Governance Report which forms part of this report. The gap between twoconsecutive meetings was within the time period stipulated under the Act SecretarialStandard-1 and the listing regulations.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

• During the financial year under review there were no changes in theconstitution of the Board.

• Mr. Suresh Kumar Poddar was re- appointed by the members during the financialyear as Chairman and Managing Director & CEO for a period of 3 (Three) yearscommencing from April 1 2020.

• Mr. Arun Kumar Bagaria Whole Time Director designated as Executive Director wasregularized and appointed by the members during the financial year under review.

• In accordance with the provisions of the section 152 of the Act and the Articlesof Association 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 GeneralMeeting (AGM) and being eligible has offered himself for re-appointment.

• The Board of Directors on the recommendation of the Nomination and RemunerationCommittee (NRC) subject to approval of shareholders in the ensuing AGM has approved there-appointment of Mr. Ratan Kumar Roongta as Independent Director with effect fromSeptember 28 2021. The re-appointment is recommended based on knowledge skillsexperience and performance evaluation of Mr. Roongta. He has attended all the BoardMeetings and the meetings of the Committees of which he is a member during his tenure asan Independent Director. Mr. Roongta has been evaluated on parameters including proactivediscussions understanding of the Company's business engagement with the Company'smanagement exercising of Independence of behavior and judgment in his decisions.

Accordingly it is proposed to re-appoint him as an Independent Director (for secondterm) at the ensuing Annual General Meeting for a period of 5 (Five) years commencing fromSeptember 28 2021.

• 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 2020-21 there was no change in the KMPs of theCompany.

15. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149 (7) of the Companies Act 2013 and Regulation25 of the listing regulations all Independent Directors of the Company have givendeclaration that they meet the criteria of independence laid down in section 149(6) of theCompanies Act 2013 and Regulation 16(1) (b) of Listing Regulations and also affirmedcompliance regarding online registration with the ‘Indian Institute of CorporateAffairs" (IICA) for inclusion of name in the databank of Independent Directors. Withregard to proficiency of the Independent Directors ascertained from the onlineproficiency self-assessment test conducted by the institute as notified under subsection(1) of section 150 of the Act the Board of Directors have taken on record thedeclarations submitted by Independent Directors that they are exempt from appearing in thetest or they have passed the exam as required by the institute.

The terms & conditions for the appointment of Independent Directors are given onthe website of the Company.

16. 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. All newindependent directors inducted into the Board attend an orientation program which enablesthem to augment their knowledge & skills so that they can discharge theirresponsibilities effectively and efficiently. The details of such familiarizationprogrammes imparted to Independent Directors are posted on the website of the Company andcan be accessed at http:// w w w. m a y u r u n i q u o t e r s . c o m / p d f / d e t ai l s - o f -familiarization-programme-imparted.pdf

17. FORMALANNUALEVALUATION

Pursuant to applicable provisions of the Act and the Listing Regulations the Board inconsultation with its Nomination and Remuneration Committee has formulated a frameworkcontaining inter-alia the criteria for performance evaluation of the entire Board of theCompany its Committees and individual directors including Independent Directors. Theframework is monitored reviewed and updated by the Board in consultation with theNomination and Remuneration Committee based on need and new compliance requirements.

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 succession andstrategic 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 andRemuneration Committee in their meeting held on June 10 2021.

The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated at separate meeting of Independent Directors held on March 232021.

18. AUDITORSAND 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) ofthe Company held on July 27 2017 for a period of five years subject to the ratificationat every AGM held after 24th AGM. As per the provisions of section 40 of theCompanies (Amendment) Act 2017 there is no requirement for ratification of appointment ofStatutoryAuditor at every Annual General Meeting of the Company and therefore it is notrequired to ratify the appointment every year.

The Auditors in their report for the financial year 2020-21 have given unmodifiedopinion. As per sub section 12 of section 143 of the Act during the financial year nofraud was reported 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 2020-21. AnAudit Report issued in form MR-3 by M/s. V.M. & Associates Company Secretaries inrespect of the Secretarial Audit of the Company for the financial year ended on March 312021 is attached as Annexure III to this Report. The report doesn't contain anyreservation qualification or adverse remark or disclaimer.

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 2021-22.

During the financial year 2020-21 no fraud was reported by the Secretarial Auditor ofthe Company in their Audit Report.

Cost Audit and Records

The cost accounts and records as required to be maintained under section 148(1) ofCompanies Act 2013 are duly made and maintained by your Company. In accordance with theprovisions of section 148 of the Act and rules made thereunder the Board of Directors ofthe Company appointed M/s. Pavan Gupta & Associates Cost Accountants (FRN 101351)as the Cost Auditor of the Company for the financial year 2020-21.

The Company has received Cost Audit Report on the cost accounts of the Company for thefinancial year ended on March 31 2021 and the same will be filed with Ministry ofCorporate Affairs (MCA). The Board has re-appointed M/s. Pavan Gupta & AssociatesCost Accountants (FRN 101351) as Cost Auditor to conduct the audit of cost records of yourCompany for the financial year 2021-22. 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 of the ensuing AGM of the Company.

During the financial year 2020-21 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 the Company w.e.f.November 18 2017 to conduct Internal Audit of the Company and M/s. S. Bhandari & Co.Chartered Accountants will continue as an Internal Auditor of the Company. Their scope ofwork includes review of operational efficiency effectiveness of systems & processescompliances and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed and suitable corrective actions are taken as per the directions ofAudit Committee on an on-going basis to improve efficiency in operations.

During the financial year 2020-21 no fraud was reported by the Internal Auditor of theCompany in their Audit Report.

19. BOARD'SCOMMITTEES

The Board of Directors of the Company constituted the following Committees: a) AuditCommittee b) Corporate Social Responsibility Committee c) Nomination and RemunerationCommittee d) Stakeholders Relationship Committee e) Buyback Committee* The Committees'composition charters and meetings held during the year and attendance thereat are givenin the Report on Corporate Governance forming part of this Annual Report.

*After successful completion of Buyback the Buyback committee of the board wasdissolved on February 12 2021.

20. PREVENTIONOFINSIDERTRADING

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 designatedperson and other connected person and Code of Practices and Procedures for fair disclosureof Unpublished Price Sensitive Information. The trading window is closed during the timeof declaration of results and occurrence of any material events as per the code. The sameis available on the Company's website at the web link i.e.http://www.mayuruniquoters.com/pdf/mayur-uniquoters-limited-code-of-conduct-amendec.pdf

21. 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 wasreported and mechanism is functioning well. No personnel have been denied access to theAudit Committee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company firmly believes that the commitment towards playing a defining role in thedevelopment of its stakeholders extends to uplifting the lives of the Marginalizedsegments of the society living in and around its areas of operation. The principles ofCorporate Social Responsibility (CSR) are deeply imbibed in your Company's corporateculture. The Annual Report on CSR activities as required under Rule 8 of the CompaniesCorporate Social Responsibility Policy) Rules 2014 read with section 134(3) and 135(2) ofthe Companies Act 2013 is annexed herewith as Annexure IV to this report. To amplifyoutreach efforts your Company has contributed a sum of Rs. 253.67 lakhs towards CSRactivities during the financial year 2020-21.

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

23. RISKMANAGEMENTPOLICY

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. The policy is available on the Company'swebsite at the weblink i.e. https://www.mayuruniquoters.com/pdf/risk-management-policy.pdf

24. DISCLOSURE UNDERTHESEXUALHARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND 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 2020-21 no new complaint has beenreceived. Hence no complaint is pending at the end of the financial year. The policy isavailable on the Company's website at the weblink i.e. https://www.mayuruniquoters.com/pdf/policy-on-prevention-of-sexual-harassment-at-workplace.pdf

25. ANNUALRETURN

Pursuant to section 92(3) read with section 134(3) of the Act the Annual Return as onMarch 31 2021 is available on the Company's website on www.mayuruniquoters.com

26. 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 2021.

27. 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 year2020-21 has given unmodified report.

28. CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION FOREIGNEXCHANGEEARNINGS 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 V to this report.

29. NOMINATIONANDREMUNERATIONPOLICY

In line with the requirements of Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a Nominationand Remuneration Policy. The Nomination and Remuneration policy provides guidelines to theNomination and Remuneration Committee relating to the Appointment Removal &Remuneration of Directors Key Managerial Personnel and Senior Management. This policyformulates the criteria for determining qualifications competencies positive attributesand independence for the appointment of a director (executive / non-executive) and alsothe criteria for determining the remuneration of the Directors Key Managerial PersonnelSenior Management and other Employees. It also provides the manner for effectiveevaluation of performance of Board its committees and individual directors. TheNomination and Remuneration Policy can be accessed on the Company's website at https://www.mayuruniquoters.com/pdf/nomination-remuneration-policy-board-performance-evalution-policy.pdf

30. 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 Remune- ration (Rs. in lakhs) Nature of the employment (contractual o r otherwise) Qualification Experi- ence Date of Commen- cement of empl- oyment Age Last employment held by such employee before joining the Company Whether relative of the director if yes name of the Director Percen- tage of equity shares held by the employee in the Company
1 Mr. Suresh Kumar Poddar Chairman and Managing Director & CEO 209.66 Contractual B.Sc. 51 14.09.1992 74 Own Business Father-in-law of Mr. Arun Kumar Bagaria 34.02
2 Mr. Ramadas U Acharya Sr. Vice President 170.91 Onroll Employee BE MS MBA 40 24.03.2011 74 Uniroyal Engineered Products Co. - -
3 Mr. Arun Kumar Bagaria Executive Director 148.15 Contractual B.Com. (Hons) MBA 24 01.08.2007 48 Own Business Son-in-law of Mr. Suresh Kumar Poddar 1.19
4 Mr. B.S. Venkatesh Senior GM- Marketing 97.91 Onroll Employee B.Com. PGDBA MBA 34 02.09.2002 57 BHOR Industries Limited - -
5 Mr. Swapnil Vyas Gen. Manager Operations 54.32 Onroll Employee HSC DME 25 24.05.2012 45 Bridgestone India Pvt. Ltd. - -
6 Mr. Vinod Kumar Sharma Chief Financial Officer 47.16 Onroll Employee M.Com. C.A. C.S. 26 19.01.2019 51 Surya Roshni Limited
7 Mr. Rajesh Gupta Senior Gen. Manager 46.35 Onroll Employee B.Com. DCWA 30 01.04.2006 57 Mayur Interlinks (India) Pvt. Ltd. - -
8 Mr. Prahlad Singh Chaudhary General Manager 40.85 Onroll Employee B.Sc. MBA 24 04.04.2018 53 JSW Global Business Solutions Ltd. - -
9 Mr. Manish Kaushik Asstt. Gen. Manager 40.60 Onroll Employee B.Sc. MBA 19 17.11.2007 40 United Decorative Solution Ltd. - -
10 Mr. Satish Uniyal Gen. Manager 40.60 Onroll Employee B.Tech 27 26.06.2012 48 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 VI to this report.

31. MANAGEMENT DISCUSSIONANDANALYSIS

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

32. CORPORATEGOVERNANCE

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 and is annexed as Annexure VIII.

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION

ANDPROTECTIONFUND

During the financial year the Company has transferred the amount of unpaid dividendtill the financial year 2013-14 (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 web link i.e. http://www.mayuruniquoters.com/pdf/details-of-shares-forthe-transfertoiepf.pdf

34. 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 as Annexure IX

35. LISTINGOFSHARES

Your Company's shares are listed at BSE Limited and National Stock Exchange of IndiaLtd and the listing fee for the year 2021-22 has been duly paid.

36. DIRECTORS'RESPONSIBILITYSTATEMENT

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 2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures; • the Directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31

2021 and of the profit and loss of the Company for the year ended on March 31 2021 ;

• 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 a0nd for preventing and detecting fraud and otherirregularities;

• 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.

37. OTHER DISCLOSURES

Other disclosures as required under Companies Act 2013 various other regulations ofSecurities and Board of India and other applicable laws rules regulations are either nilor not applicable.

38. 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.

Your Directors acknowledge wise counsel received from Statutory Cost Internal andSecretarial Auditors and are grateful for their consistent support and cooperation.

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 10 2021 DIN: 00022395

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