To,
The Members of Mayur Uniquoters Limited
The Directors hereby present their 30th Annual Report on the business and
operations of Mayur Uniquoters Limited ("the Company" or "Mayur")
along with the audited standalone & consolidated financial statements for the
financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
Your Company has prepared the financial statements for the financial year ended March
31, 2023, in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as
amended) (the "Act") read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended.
The Company's financial performance for the year ended March 31, 2023 is summarized
below:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
| |
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
| Total income from operations |
76,409.09 |
63,095.25 |
77,563.39 |
65,646.14 |
Net profit/(loss) for the period (before tax, exceptional and/or
extraordinary items) |
13,533.90 |
11,122.87 |
13,170.47 |
12,319.22 |
| Net profit/(loss) for the period before tax |
|
|
|
|
| (after exceptional and/or extraordinary items) |
13,533.90 |
11,122.87 |
13,170.47 |
12,319.22 |
| Net profit/(loss) for the period after tax |
|
|
|
|
| (after exceptional and/or extraordinary items) |
10,748.14 |
8,433.96 |
10,420.70 |
9,436.96 |
| Total comprehensive income for the period |
|
|
|
|
[comprising profit/(Loss) for the period (after tax) and other
comprehensive income (after tax)] |
10,734.61 |
8,462.95 |
10534.48 |
9,489.52 |
| Equity share capital |
2,197.63 |
2,228.88 |
2197.63 |
2,228.88 |
Other equity [reserves (excluding revaluation reserve)] |
73,558.80 |
68,680.89 |
73,164.49 |
68,486.70 |
| Earnings per share (of Rs. 5.00 each) |
|
|
|
|
| (for continuing and discontinued operations): |
|
|
|
|
| 1. Basic: |
24.44 |
18.92 |
23.69 |
21.17 |
| 2. Diluted: |
24.44 |
18.92 |
23.69 |
21.17 |
2. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE
The financial year 2022-23 was one of the significant year in terms of growth and
sustainability. The Company was able to achieve highest ever turnover in its history
during the reported financial year. Further information on the business overview and
outlook and State of the affairs of the Company is discussed in detail in the Management
Discussion & Analysis Report.
The Management at the operational level, with the extensive support of the employees,
made it possible to achieve the organizational activities at the desired levels / targets
and the cumulative efforts turned the budgets into achievements.
There is no change in the nature of business of the Company for the year under review.
Revenue and Profit (Standalone)
Your company's total income during the financial year under review amounted to Rs.
77,983.03 lakhs as compared to Rs. 65,129.82 lakhs in previous financial year and net
profit after tax (PAT) amounting to Rs. 10,748.14 lakhs as compared to Rs. 8,433.96 lakhs
in previous year. Accordingly, there is a remarkable increase in net profit after tax
(PAT) by 27.43% during the financial year 2022-23.
Revenue and Profit (Consolidated)
The total income during the year under review amounted to Rs. 79,337.65 lakhs as
compared Rs.
67,681.89 lakhs in previous financial year and net profit after tax (PAT) amounting to
Rs. 10,420.70 lakhs as compared to Rs. 9,436.96 lakhs in previous year. Accordingly there
is an increase of 10.42% in the financial year 2022-23 During the financial year under
review, there is an increase in the profit after tax (PAT) due to implementation of
effective cost savings plans, increase in sales price along with the significant increase
in sales in overseas subsidiaries.
3. DIVIDEND
Mayur has always endeavored to retain a balance by providing an appropriate return to
the shareholders while simultaneously retaining a reasonable portion of the profit to
maintain healthy financial leverage with a view to support and fund the future expansion
plans. Mayur has a well-defined dividend policy which ensures the availability of
sufficient distributable income to its members as per Regulation 43(A) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR)
Regulations). The Dividend Distribution Policy is available on the Company's website at
the web link i.e. www.mayuruniquoters.com/pdf/dividend-distribution-policy.pdf During the
financial year under review, the Board of Directors with the approval of the shareholders
had declared the final dividend for the financial year 2021-22 of Rs. 2.00 per share of
face value Rs 5.00 each (i.e.40%). Also, the Board at its meeting held on May 19, 2023 has
recommended a dividend of Rs. 2.00 per share of face value Rs. 5.00 each (i.e.40%) and the
same is subject to the approval of shareholders at the ensuing Annual General Meeting to
be held on Thursday, September 14, 2023. During the financial year, the total dividend
payout was Rs. 8,79.05 Lakhs and proposed final dividend payout for the financial year
2022-23 will be Rs. 8,79.05 Lakhs.
4. TRANSFERTO RESERVES
Your Board doesn't propose to transfer any amount to general reserve for the financial
year ended on March 31, 2023.
5. CHANGE IN CAPITAL STRUCTURE
The Authorized Share Capital of the Company is Rs. 8,600.00 Lakhs divided into
5,00,00,000 (Five Crores) Equity Shares of Rs. 5.00 (Rupees Five Only) each and 15,25,000
(Fifteen Lakhs and Twenty Five Thousand Only) Compulsory Convertible Participating
Preference Shares (CCPPS) of Rs. 400.00 (Rupees Four Hundred Only) each.
The Board of Directors proposed the offer for Buy-Back on February 08, 2022 of 6,25,000
(Six Lakhs Twenty Five Thousand) equity shares at a price of Rs. 650.00 (Rupees Six
Hundred Fifty Only) per share and the buy-back of shares completed on April 18, 2022.
After the completion of the buy back, the paid up equity share capital of the Company was
decreased from Rs. 2,228.88 Lakhs to Rs. 2,197.63 Lakhs.
Now, the paid up equity share capital of the Company is Rs. 2,197.63 Lakhs consisting
of 4,39,52,600 (Four Crores Thirty Nine Lakhs Fifty Two Thousand Six Hundred) equity
shares of Rs.5.00 (Rupees Five Only)- each and the company does not have any issued,
subscribed or paid up preference shares.
6. SUBSIDIARY COMPANY
Your Company along with the following Wholly Owned Subsidiaries and Step Down
Subsidiary of the Company is engaged in the business of manufacturing and supply/trading
of artificial leather not only in the country but also across the globe: The Company has
the following Wholly Owned Subsidiary Company:
I. Mayur Uniquoters Corp. (Texas, USA) - Wholly Owned Subsidiary
Mayur Uniquoters Corp. (MUC) was incorporated in Texas, USA as a domestic for Profit
Corporation under the provisions of Texas State Laws having its office at 1999, Bryan St.
Suite 900, Dallas, Texas. MUC's main activity is supply of artificial leather to OEM
customer in USA on just in time basis. MUC is not engaged in any manufacturing activity
except some job work processing which is based on customers' requirements.
II. Mayur Uniquoters SA (Pty) Ltd. (Johannesburg, South Africa) – Wholly Owned
Subsidiary
Mayur Uniquoters SA (Pty) Ltd was incorporated in Republic of South Africa and is the
Wholly Owned Subsidiary of the Company. The Company is mainly engaged in the trading of
PVC Vinyl or Artificial/ Synthetic Leather in the territory of Republic of South Africa.
III. Futura Textiles Inc. (Nevada, USA) – Step Down Subsidiary.
Futura Textiles Inc. was incorporated in State of Nevada, USA and is the wholly owned
subsidiary of Mayur Uniquoters Corp. The Company is mainly engaged in the business of
retail and whole sale trading of Upholstery of PVC Vinyl or Artificial/ Synthetic Leather.
IV. Mayur Tecfab Private Limited- Wholly Owned Subsidiary.
Mayur Tecfab Private Limited was incorporated in Jaipur, Rajasthan as Wholly Owned
Subsidiary of the Company. The Company is mainly engaged in the business of retail sector
and involved in the trading of Artificial/Synthetic Leather.
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 of this Annual
Report. A separate statement containing salient features of the financial statements and
performance of the Company's Subsidiaries and Step Down Subsidiary in prescribed form
AOC-1 is annexed as Annexure-I to this report.
The audited financial statements including the consolidated financial statements of the
Company and all other documents required to be attached thereto is available on the
Company's website i.e. www.mayuruniquoters.com. The financial statements of the Subsidiary
Companies are also available on the Company's website i.e.
www.mayuruniquoters.com/financial-results-of-subsidary.php These documents will also be
available for inspection on all working days, during business hours, at the Registered
Office of the Company till date of annual general meeting. To comply with the provisions
of Regulation 16(1)(c) of SEBI (LODR) Regulations, the Board of Directors of the Company
have approved and adopted a Policy for determining material subsidiaries and the same is
available on Company's website at the web link i.e.
www.mayuruniquoters.com/pdf/policy-on-material-subsidiary.pdf There was no Company which
has ceased to be Company's subsidiary during the financial year ended on March 31, 2023.
The Company does not have any Joint Venture or Associate Company.
7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES AND THEIR CONTRIBUTION ON OVERALL PERFORMANCE OF THE COMPANY
The subsidiary companies contributed to the Consolidated Revenue of the Company and
they played a very good role in their prevailing market. Through these subsidiaries the
Company has accesses into overseas markets i.e. in United States and South Africa.
During the financial year under review the sale and market of subsidiary companies
increased as compare to previous financial year and as per the view of Management, there
is also chances of further growth in the market of these Subsidiary Companies. The
subsidiaries companies have not faced any hindrances regarding receiving of any goods or
material from the Company. Further, contribution of Subsidiaries to overall performance of
your Company is outlined in Note No. 46 of the Consolidated Financial Statements.
8. MATERIAL CHANGES & COMMITMENTS
In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have
occurred after the closure of the financial year to which the financial statements relate
till the date of this report, affecting the financial position of the Company.
9. MATERIAL ORDERS
In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no
significant or material orders were passed by the regulators or courts or tribunals
impacting 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 Companies Act, 2013 and Schedule V of
the Listing Regulations, investments made are provided as part of the financial
statements. There are no loans granted, guarantees given or issued or securities provided
by your Company in terms of Section 186 of the Companies Act, 2013, read with the Rules
issued there under during the year under review.
11. RELATED PARTY TRANSACTIONS
Mayur has historically adopted the practice of undertaking related party transactions
only in the ordinary and normal course of business and at arm's length as part of its
philosophy of adhering to highest ethical standards, transparency and accountability.
Pursuant to the provisions of Section 188 of the Act read with Rules issued there under
and Regulation 23 of the listing regulations all contracts / transactions / arrangements
entered by the Company during the financial year with the related parties were in ordinary
course of business and on an arm's length basis. During the financial year 2022-23, all
transactions with related parties were reviewed and approved by the Audit Committee. Prior
omnibus approval of the Audit Committee has been obtained for the transactions which are
of repetitive nature. The transactions entered into pursuant to the omnibus approval so
granted along with a statement giving details of all related party transactions was placed
before the Audit Committee on quarterly basis, specifying the nature, value and terms and
conditions of the same. The Company has made transactions with related parties pursuant to
Section 188 of the Act. The particulars of material contracts or arrangements with related
parties referred to in sub-section (1) of Section 188 of the Act in the Form AOC-2 is
annexed herewith as Annexure-II.
Your Company has formulated a policy on materiality of related party transactions and
also on dealing with related party transactions which has been uploaded on the Company's
website at the web link www.mayuruniquoters.com/pdf/related-party-transaction-policy.pdf
12. CREDITRATING
During the financial year 2022-23 Credit Rating Agency CARE has reaffirmed stable
rating as follows:
Facilities |
Rating |
| Long Term Bank Facility |
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
The details of Board and Committee meetings held during the financial year 2022-23 are
set out in the Corporate Governance Report which forms a part of this report. The gap
between the meetings are within the time period prescribed under the Act, Secretarial
Standard-1 and the as per the SEBI (LODR) Regulations.
During the year, the Board of Directors met 8 times, i.e., on April 06, 2022, May 30,
2022, June 20, 2022, August 08, 2022, October 07, 2022, November 11, 2022, December 29,
2022 and February 03, 2023. All the Director were attended the 29th Annual
general Meeting ("AGM") of the Company held on July 29, 2022. For details,
please refer to the Report on Corporate Governance, which forms a part of this Annual
Report.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The list of Directors and Key Managerial Personnel at the end of the reporting period
is as under:
Name |
|
Designation |
Category |
Mr. Suresh Kumar Poddar |
(DIN: 00022395) |
Chairman and Managing Director & CEO |
Executive Director |
| Mr. Arun Kumar Bagaria |
(DIN:00373862) |
Wholetime Director |
Executive Director |
| Mrs. Tanuja Agarwal |
(DIN:00269942) |
Independent Director |
Non-Executive Director |
| Mr. Ratan Kumar Roongta |
(DIN:03056259) |
Independent Director |
Non-Executive Director |
| Dr. Shyam Agrawal |
(DIN:03516372) |
Independent Director |
Non-Executive Director |
| Mr. Arvind Kumar Sharma |
(DIN:01417904) |
Independent Director |
Non-Executive Director |
| Mr. Vinod Kumar Sharma |
|
Chief Financial Officer |
Key Managerial Personnel |
| Mr. Pawan Kumar Kumawat |
|
Company Secretary |
Key Managerial Personnel |
In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Suresh Kumar Poddar (DIN: 00022395) Managing
Director of the Company is liable to retire by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, has offered himself for re-appointment. The term of
appointment of Mr. Arvind Kumar Sharma (DIN: 01417904) as Independent Director is
completing on February 12, 2024. Your Directors upon recommendation of Nomination and
Remuneration Committee proposed to reappoint Mr. Arvind Kumar Sharma (DIN: 01417904) as
Independent Director for the second term of 5 years w.e.f February 13, 2024. The
reappointment of Mr. Arvind Kumar Sharma as an Independent Director is recommended after
taking into account his performance evaluation and considering his knowledge, acumen,
expertise, experience and substantial contribution. The approval of shareholders is
required by way of special resolution for his reappointment for second term and also for
attaining the age of seventy-five (75) years during his second tenure in terms of
Regulation 17(1A) of the SEBI (LODR) Regulations. Accordingly, it is proposed to
re-appoint Mr. Arvind
Kumar Sharma (DIN: 01417904) as Independent Director for a second term of 5 years w.e.f
February 13, 2024.
Necessary resolution for re-appointment of aforesaid Directors, have been incorporated
in the notice convening the ensuing AGM. The relevant details as required under SEBI
(LODR) Regulations and the Secretarial Standards on General Meeting (‘SS-2') issued
by ICSI are furnished as Annexure A to the Notice of AGM, forming part of the Annual
Report. Mr. Arun Kumar Bagaria (DIN: 00373862) was reappointed as Whole Time Director for
a period of 5 years w.e.f. August 01, 2022.
Dr. Shyam Agrawal (DIN: 03516372) was re-appointed as an Independent Director for
second term for a period of 5 years w.e.f March 26, 2023.
Mr. Suresh Kumar Poddar (DIN: 00022395) was reappointed as Chairman and Managing
Director & CEO of the Company for a period of 3 years w.e.f. April 01, 2023.
Mr. Dinesh Sharma was appointed as Company Secretary & Compliance Officer of the
Company w.e.f. April 06, 2022 and he has resigned w.e.f. August 22, 2022. The Board places
on record its appreciation for the contribution made by him during his tenure as Company
Secretary and Compliance Officer in the Company.
Mr. Pawan Kumar Kumawat was appointed as Company Secretary and Compliance Officer of
the Company with effect from August 23, 2022.
15. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Companies Act 2013 and Regulation 25 of the SEBI (LODR) Regulations,
that they meet the criteria of independence as laid down under Section 149(6) of the Act
along with Rules framed thereunder, Regulation 16(1)(b) of SEBI (LODR) Regulations and
have complied with the Code of Conduct of the Company as applicable to the Board of
directors and Senior Management. In terms of Regulation 25(8) of the SEBI (LODR)
Regulations, the Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. The Company has received the declarations
from all Independent Directors that they are exempted from appearing in the test or they
have passed the online proficiency exam as required by the Indian Institute of Corporate
Affairs (IICA) and also received the confirmation of their registration in the Independent
Directors Database maintained by the IICA, in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Independent Directors of the company have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Act.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience (including the proficiency) and are persons of high integrity and repute.
They fulfill the conditions specified in the Act as well as the Rules made thereunder and
are independent of the management. The terms & conditions for the appointment of
Independent Directors are given on the website of the Company i.e.
www.mayuruniquoters.com/ appointment-letter-of-independent-director.php
16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS
In compliance with the requirements of the Act and the listing regulations, the Company
has put in place a familiarization programme for the Independent Directors to familiarize
them with their role, rights, and responsibility as Directors, the working of the Company,
nature of the industry in which the Company operates, business model etc. All new
Independent Directors inducted into the Board attend an orientation program which enables
them to augment their knowledge & skills, so that they can discharge their
responsibilities effectively and efficiently. The Company Secretary brief the Directors
about their legal and regulatory responsibilities as Director. The details of such
familiarization programmes imparted to Independent Directors are posted on the website of
the Company and can be accessed at www. m a y u r u n i q u o t e r s . c o m / f a m i l
i a r i s a t i o n -programme-for-independent-directors.php
17. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations,
performance evaluation has been carried out by the Board, Nomination Remuneration
Committee (NRC) and by the Independent Directors. The Board has carried out an annual
performance evaluation of its own, individual Directors including Independent Directors
(without the presence of the director being evaluated) and its Committees.
Board evaluation was carried out on the basis of questionnaire, prepared after
considering various inputs received from the Directors, covering various aspects revealing
the efficiency of the Board's functioning such as Development of suitable strategies and
business plans, size, structure and expertise of the Board and their efforts to learn
about the Company and its business, obligations and governance.
The performance of Committees was evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, Committees has an appropriate
number of meetings each year to accomplish all of its responsibilities, Committees
maintain the confidentiality of its discussions and decisions.
Performance evaluation of every Director was carried out by Board and Nomination &
Remuneration Committee on parameters such as appropriateness of qualification, knowledge,
skills and experience, time devoted to Board deliberations and participation in Board
functioning, extent of diversity in the knowledge and related industry expertise,
attendance and participations in the meetings and workings thereof and initiative to
maintain high level of integrity & ethics. Independent Director's performance
evaluation was carried out on parameters such as Director upholds ethical standards of
integrity, the ability of the director to exercise objective and independent judgment in
the best interest of Company, the level of confidentiality maintained. The Directors
expressed their satisfaction with the evaluation process.
In their separate meeting, the Independent Directors had carried out performance
evaluation of Non-Independent Directors and the Board as a whole. The Independent
Directors also carried out the performance evaluation of the Chairman, taking into account
the views of Executive and Non-Executive Directors.
The quality, quantity and timeliness of flow of information between the Company
Management and the Board which is necessary for the Board to effectively and reasonably
perform their duties were also evaluated in the said meeting.
The Board found the evaluation satisfactory and no observations were raised during the
said evaluation in current year as well as in previous year.
18. AUDITORS AND AUDITORS' REPORT
Statutory Auditors
Members of the Company in their 29th Annual General Meeting (AGM) held on
July 29, 2022 have appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (FRN
001076N/N500013) as Statutory Auditors of the Company to hold office for a period of up to
5 (five) years i.e. till the conclusion of 34th Annual General Meeting (AGM) of
the Company. The Company has also received the eligibility letter from Statutory Auditor
for confirming his non disqualification for continuing as auditors of Company.
The Statutory Auditors' Report for the Financial Year 2022-23 does not contain any
qualification, reservation or adverse remark and forms part of the Annual Report. The
Statutory Auditors have not reported any frauds under Section 143(12) of the Act.
Information referred in Auditors' Report are self-explanatory and do not require for any
further comments.
Secretarial Auditor
Pursuant to provisions of Section 204 of the Act and Rules made thereunder, M/s. V. M.
& Associates, Company Secretaries in Practice, Jaipur (FRN P1984RJ039200), was
appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the
Financial Year 2022-23.
The Secretarial Audit Report received in form MR-3 by M/s. V.M. & Associates,
Company Secretaries, in respect of the Secretarial Audit of the Company for the financial
year ended on March 31, 2023, is enclosed as Annexure-III to this Report. The Secretarial
Audit Report for the financial year 2022- 23, does not contain any qualification(s),
reservation(s) or adverse remarks and no fraud was reported by them under Section 143(12)
of the Act in their Report.
The Board on the recommendation of Audit committee has re-appointed M/s. V.M. &
Associates, Company Secretaries as Secretarial Auditor of the Company to carry out
Secretarial Audit of the Company for the financial year 2023- 24.
Cost Audit and Records
The cost accounts and records as required to be maintained under Section 148(1) of
Companies Act, 2013 are duly made and maintained by your Company. In accordance with the
provisions of Section 148 of the Act and rules made there under, the Board of Directors of
the Company has appointed M/s. Pavan Gupta & Associates, Cost Accountants, (FRN
101351), as the Cost Auditor of the Company for the financial year 2022-23.
The Company has received Cost Audit Report on the cost accounts of the Company for the
financial year ended on March 31, 2023 and the same has been filed with Ministry of
Corporate Affairs (MCA).
The Board has re-appointed M/s. Pavan Gupta & Associates, Cost Accountants (FRN
101351) as Cost Auditor to conduct the audit of cost records of your Company for the
financial year 2023-24.
The payment of remuneration to Cost Auditor requires the approval/ratification of the
members of the Company and necessary resolution in this regard has been included in the
notice of the ensuing Annual General Meeting of the Company.
During the financial year 2022-23, no fraud was reported by the Cost Auditor of the
Company in their Audit Report.
Internal Auditor
In accordance with the provisions of Section 138 of the Act and Rules made 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 Internal Audit of the
Company w.e.f. November 18, 2017 to conduct the Internal Audit of the Company and M/s. S.
Bhandari & Co., Chartered Accountants will continue as an Internal Auditor of the
Company.
Their scope of work includes review of operational efficiency, effectiveness of systems
& processes, compliances and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed and suitable corrective actions are taken as per
the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
During the financial year 2022-23, no fraud was reported by the Internal Auditor of the
Company in their Audit Report.
19. BOARD'S COMMITTEES
The Board of Directors of the Company constituted the following Committees: a) Audit
Committee b) Nomination & Remuneration Committee c) Corporate Social Responsibility
Committee d) Stakeholders Relationship Committee e) Risk Management Committee f) Buy Back
Committee The Committees' composition, charters and meetings held during the year and
attendance thereat, are given in the Report on Corporate Governance forming part of this
Annual Report.
20. PREVENTION OF INSIDER TRADING
To comply with the provisions of Regulation 9 of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted and
implemented a Code of Conduct to regulate, monitor and report trading by its designated
persons and their immediate relatives and procedures for fair disclosure of Unpublished
Price Sensitive Information.
The trading window is closed during the time of declaration of results and occurrence
of any material events as per the code. The same is available on the Company's website
i.e.
www.mayuruniquoters.com/pdf/policy-of-practice-and-procedure-for-fair-disclosure-of-unpublished-price-sensitive-information.pdf
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY
To comply with the provisions of Section 177 of the Act and Regulation 22 of SEBI
(LODR) Regulations, your Company has adopted a Vigil Mechanism / Whistle Blower Policy for
Directors and Employees of the Company. Under the Vigil Mechanism Policy, the protected
disclosures can be made by a victim through an e-mail or a letter to the Chairperson of
the Audit Committee. The Policy provides for adequate safeguards against victimization of
Directors and Employees who avail of the vigil mechanism. The main objective of this
policy is to provide a platform to Directors and Employees to raise concerns regarding any
irregularity, misconduct or unethical matters / dealings within the Company, which may
have a negative bearing on the organization either financially or otherwise. The policy is
available on the Company's website at the weblink i.e.
www.mayuruniquoters.com/pdf/mul-whistle-blower-policy.pdf During the financial year under
review, no whistle blower event was reported and mechanism is functioning well. No
personnel of the Company have been denied access to the Audit Committee.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company implemented Corporate Social Responsibility Policy ("CSR Policy")
in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The
Companies (Corporate Social Responsibility Policy) Rules, 2014 on recommendation of
Corporate Social Responsibility Committee (CSR Committee) and on approval of the
Board of Directors of the Company. CSR Committee undertakes CSR activities in
accordance with its CSR Policy uploaded on the Company's website at
www.mayuruniquoters.com/pdf/csr-policy.pdf The company has contributed a sum of Rs. 290.47
Lakhs towards CSR activities during the financial year under review. The Annual Report on
CSR activities for the Financial Year 2022-23 as required under Sections 134 and 135 of
the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as
Annexure -IV.
23. RISK MANAGEMENT POLICY
Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations, the top
1,000 listed entities, determined on the basis of market capitalization, as at the end of
the immediate previous financial year shall constitute a Risk Management Committee. Your
Company has a robust Risk Management Committee which identifies and evaluates business
risks and opportunities. The Company recognize that these risks need to be managed and
mitigated to protect the interest of the stakeholders and to achieve business objectives.
The risk management framework is aimed at effectively mitigating the Company's various
business and operational risks, through strategic actions.
The policy is available on the Company's website at the web link i.e.
www.mayuruniquoters.com/pdf/risk-management-policy.pdf
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place "The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"
was notified on December 9, 2013. Under the said Act, every Company is required to set up
an Internal Complaints Committee to look into complaints relating to sexual harassment at
work place of any women employee.
In terms of the provisions of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for
prevention of Sexual Harassment of Women at workplace and also set up an Internal
Complaints Committee to look into complaints relating to sexual harassment at work place
of any women employee.
No complaints were pending at the beginning of the year. During the period under
review, no complaints with allegations of sexual harassment were received by the Company
and accordingly no complaints were pending at the end of the financial year.
25. ANNUAL RETURN
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Company has placed
a copy of the Annual Return as on March 31, 2023 on its website at
www.mayuruniquoters.com/pdf/annual-return-for-the-fy-ended-on-31-03-2023.pdf
26. DEPOSIT
During the financial year under review, your Company has neither invited nor accepted
or renewed any fixed deposit in terms of provisions of Section 73 to 76 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or
interest was outstanding as on March 31, 2023.
27. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has an adequate Internal Financial Control (IFC) System for ensuring the
orderly and efficient conduct of its business including adherence to company polices
safeguarding of its assets, optimal utilization of resources, prevention & detection
of frauds and errors, accuracy & completeness of accounting records and timely
preparation of reliable financial information. The Internal Control is supplemented by the
detailed internal audit programme, reviewed by management and by the Audit Committee.
The standard controls defined in the IFC framework are reviewed by the Internal
auditors and management concurrently to strengthen the existing processes and activities
of the company by way of formulating new guidelines and incorporating necessary changes in
the standard operating procedure of the Company. Based on the results of assessments
carried out by the management, no reportable or significant deficiencies, no material
weakness in the design or operation of any control was observed during the period. The
Statutory Auditor of the Company does not contain any reportable weakness in the Company
related to IFC. The internal financial controls with reference to the Financial Statements
are commensurate with the size and nature of business of the Company.
28. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014 is attached to this report as Annexure V.
29. NOMINATIONAND REMUNERATION POLICY
To comply with the provisions of Section 178 of the Act and Rules made thereunder and
Regulation 19 of SEBI (LODR) Regulations, the Company has formulated a Nomination and
Remuneration Policy for Directors, Key Managerial Personnel (KMP) and Senior Management of
the Company. This policy formulates the criteria for determining qualifications
competencies, positive attributes and independence for the appointment of a director and
it also provides guidelines to the Nomination and Remuneration Committee relating to the
Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company.
It also provides the manner for effective evaluation of performance of Board, its
committees and individual directors. The said policy of the Company is uploaded on website
of the Company at
www.mayuruniquoters.com/pdf/nomination-remuneration-policy-board-performance-evalution-policy.pdf
30. PARTICULARS OF EMPLOYEES
The statement of disclosure of remuneration under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(‘Rules'), is attached to this report as Annexure VI.
Further, as per second proviso to Section 136(1) of the Act read with second proviso of
Rule 5 of the Rules, the Board's Report and Financial Statements are being sent to the
Members of the Company excluding the statement of particulars of employees as required
under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said
statement may write to the Compliance Officer at secr@mayur.biz The said statement is also
available for inspection by the Members at the Registered Office of your Company on all
days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. September 14,
2023 between 11:00 a.m. to 5:00 p.m.
31. MANAGEMENT DISCUSSIONANDANALYSIS
Management Discussion & Analysis Report for the year under review, as stipulated
under Regulation 34(2) (e) of SEBI (LODR) Regulations annexed herewith the Board's Report
as Annexure-VII.
32. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by Securities and Exchange Board
of India. The corporate governance report and certificate received from, M/s. V.M &
Associates practicing Company Secretaries for confirming the compliance of conditions as
required by Regulation 34(3) read with Part E of Schedule V of the listing regulations,
form part of the Board's Report and the same is annexed herewith as Annexure-VIII.
33. INVESTOR EDUCATION AND PROTECTION FUND
It is hereby informed that pursuant to Section 124 of the Act and the applicable Rules,
the shares on which dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of IEPF
Authority.
During the financial year under review, the Company has transferred the amount of
unpaid dividend till the financial year 2015-16 (Second Interim Dividend) to the Investor
Education and Protection Fund under the provisions of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The same
is available on the Company's website i.e. www.mayuruniquoters.com Further, all the shares
in respect of which dividend has remained unclaimed for seven consecutive years or more
from the date of transfer to unpaid dividend account shall also be transferred to the
demat account of IEPF Authority. The said requirement does not apply to shares in respect
of which there is a specific order of Court, Tribunal or Statutory Authority, restraining
any transfer of the shares.
In the interest of the shareholders, the Company sends periodical reminders to the
shareholders to claim their dividends in order to avoid transfer of dividends/shares to
IEPF Authority. Notices in this regard are also published in the newspapers and the
details of unclaimed dividends and detail of shareholders whose shares are liable to be
transferred to the IEPF Authority, are uploaded on the Company's website i.e.
www.mayuruniquoters.com
During the period under review, the Company transferred 1,39,622 Equity shares of Rs.
5/- each to Investor Education and Protection Fund (IEPF) pursuant to Section 124 of the
Companies Act, 2013 within the scheduled time.
34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
Business Responsibility and Sustainability Report for the Financial Year 2022-23
describing the initiatives taken by the Company from an Environment, Social and Governance
perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part
of the Annual Report and the same is annexed herewith as Annexure-IX.
35. LISTING OF SHARES
Your Company's shares are listed at BSE Limited and National Stock Exchange of India
Limited and the listing fee for the year 2023-24 has been duly paid.
36. DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3) (c) of the Act, your Directors state and confirm that: a.
In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures; b. the Directors
had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company
for the year ended on March 31, 2023; c. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; d. the Directors have prepared the annual accounts on a
‘going concern' basis; e. the Directors have laid down internal financial controls to
be followed by the Company and that such internal financial controls are adequate and are
operating effectively; and the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
37. OTHER DISCLOSURES
• The Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Meetings of the Board of Directors and General Meetings;
• No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable;
• There was no revision of financial statements and Board's Report of the Company
during the year under review;
• Company has not issued equity shares with differential rights as to dividend,
voting or otherwise;
• The Company has not issued any sweat equity shares to its directors or
employees; and
• There was no instance of one-time settlement with any Bank or Financial
Institution.
38. ACKNOWLEDGEMENT
Your Company's organizational culture upholds professionalism, integrity and continuous
improvement across all functions as well as efficient utilization of the Company's
resources for sustainable and profitable growth.
The Directors wish to place on record their appreciation for the sincere services
rendered by employees of the Company at all levels. The Directors also wish to place on
record their appreciation for the valuable cooperation and support received from various
Government Authorities, Banks / Financial Institutions and other stakeholders such as
members, customers and suppliers, among others. The Directors also commend the continuing
commitment and dedication of employees at all levels which has been vital for the
Company's success. Your Directors look forward to their continued support in future.
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