Directors Report of Mauria Udyog Ltd.

Mar 31, 2018

TO THE MEMBERS

The Directors have the pleasure in presenting the 38^th Annual Report together with the Audited Accounts of the company for the year ended 31^st March, 2018.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2018 are as under:-

Rs. in Lacs

PARTICULARS	2017-18	2016-17
Revenue From Operations	135830.41	123702.24
Other Income	59.48	341.47
Total Income	135889.89	124043.71
Cost of materials consumed	31722.21	23875.33
Purchases of Stock-in-Trade	81558.84	78281.14
Changes in inventories of finished goods, Stock-in-Trade and Work-in-progress	(495.14)	793.53
Employee benefits expense	1110.14	707.61
Finance Cost	3280.56	2478.45
Depreciation and amortization expense	508.41	547.85
Other expenses	16683.81	15931.11
Total Expenses	134368.82	122615.02
Profit/(loss) before exceptional items and tax	1521.07	1428.69
Exceptional Items	-	-
Profit/(loss) before tax	1521.07	1428.69
Tax Expenses
(1) Current tax	(620.00)	(531.00)
(2) Deferred tax	17.98	32.33
Dividend & Dividend distribution Tax	(120.80)	-
Profit/(loss) for the period	798.25	930.02
Other Comprehensive Income	46.86	108.11
Provision of Tax on other comprehensive income	(16.22)	(37.42)
Total Comprehensive Income for the period	828.89	1000.71
Earnings Per Share (Basic / Diluted) (Rs.)	6.22	7.51

PERFORMANCE REVIEW

Your company achieved higher performance in turnover and operating income. The Gross revenues touched Rs. 135889.89 Lacs which is 9.55 % higher than last year. Net Profits for the period stands at 798.25 Lakhs after paying Dividend and dividend distribution tax thereon. Your company coupled with modernization, concentrated efforts of both Management and employees; the whole hearted support of Banks, suppliers and customers has attained these levels of performance.

The Company has adopted Indian Accounting Standards (IND AS) prescribed under the Companies Act, 2013 read with relevant rules thereunder, with effect from April 1, 2017 and accordingly financial statements have been prepared in accordance with lnd AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendments) Rules, 2016.

FUTURE OUTLOOK

With total order-book of the company at Rs. 355.77 as at August 02, 2018 the year ahead is bright and full of production activities. Your directors are optimistic of better performance in turnover and profits during 2018-19.

DIVIDEND & RESERVE

Your directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a final dividend of Rs. 0.25 per equity share, (2.5%) on the paid-up share-capital of 1,33,20,000 equity shares of face value of Rs. 10/-each for the year ended 31 March 2018.

During the year 2017-18 the Board of directors also recommended and paid an interim-dividend @Rs.0.50 per Equity Share on the paid-up share-capital of 1,33,20,000 equity shares of face value of Rs. 10/-each.

SHARE CAPITAL

The paid up equity share capital as on 31st March 2018 was 1332.00 Lacs. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

CAPITAL EXPENDITURE

Additions of Fixed assets (gross) during the year under review amounted to Rs. 2.06 crores and net fixed assets stood at Rs. 67.99 Crores as at 31st March, 2018.

FIXED DEPOSITS

The company has not accepted any deposits from public during the financial year under report and as such there were no fixed deposits outstanding as on 31st March, 2018.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no Subsidiaries, joint venture or associate.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2018 there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year 2017-18, transactions being in the ordinary course of business and at arm’s length have been reported and annexed hereto in this report in the prescribed Form AOC-2 read with note no. 13 of the Financial Statements.

The terms & conditions of the above mentioned transactions are not prejudicial to the interest of the Company. The closing balances of such related parties, wherever outstanding, are not overdue.

NUMBER OF MEETINGS OF THE BOARD

Seventeen meetings of the Board of directors were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 ( “the Act”) and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17(10) of Listing Obligations & Disclosure Requirements, Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programme provided to the Directors of the Company is available on the Company’s website www.mauria.com.

DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure pursuant to Rule 5 of Companies ( Appointment and Remuneration of Managerial Personnel) Rule, 2014 has been made in the prescribed Format and forms part of the Directors’ Report as Annexure IV

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act 2013 and the Listing Regulations, 2015, a separate meeting of the Independent Directors was held on 13/02/2018.

The Independent Directors at the meeting reviewed the following:-

- Performance of non independent Directors and board as a whole.

- Performance of the Chairperson of the Company, taking into account the views of executive Directors and nonexecutive Directors.

- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

LISTING ON STOCK EXCHANGES

Your Directors take an immense pleasure in informing you that with effect from Tuesday July 14, 2015, the scrips of your company got listed on BSE Limited (BSE) under the Direct Listing Route of BSE and permitted to dealings on the BSE in the list of T Group with Scrip Code 539219 (bearing ISIN: INE150D01019).

Accordingly, as on date, the shares of your Company are listed on BSE as well as Calcutta Stock Exchange (CSE).

Market price data - High, Low during the each month in last financial year 2017-18 has been given under Corporate Governance Report.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance is given in “Annexure-A” to this report. In terms of Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (Listing Regulations, 2015), the Compliance Certificate from the Practicing Company Secretary certifying compliance with conditions of Corporate Governance, as stipulated in Regulation 16 to 27 of Listing Regulations, 2015 with the Stock Exchange(s) where the shares of the company are listed , is also enclosed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have 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 at the end of the financial year and of the profit of the Company for that period;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEM

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant Board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

DIRECTORS & KEY MANAGERIAL PERSONNEL/ INDEPENDENT DIRECTORS DECLARATION

Pursuant to the provisions of Section 149(7) of the Act, all Independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Regulations, 2015.

As per the provisions of Companies Act, 2013 Shri V.K. Sureka (DIN:00060160) retires by rotation and being eligible has offered himself for re-appointment.

Shri N.K. Sureka was appointed the Managing Director of the Company, who would be liable to retire by rotation for a fresh period of One year with effect from 01st April, 2018 by the Board of Directors, subject to the approval of the members.

Shri V.K. Sureka was appointed as Whole-time Director and Chairman of the Company, who would be liable to retire by rotation for a fresh period of three years with effect from 01st April, 2018 by the Board of Directors, subject to the approval of the members.

Shri K.M. Pai was appointed as Director (Marketing) of the Company, who would be liable to retire by rotation for a fresh period of three years with effect from 01st April, 2018 by The Board of Directors, subject to the approval of the members.

The resolutions seeking approval of the Members for the appointment of Shri N.K. Sureka, Shri V.K. Sureka and Shri K.M. Pai on the terms and remuneration approved by the Board of Directors have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them.

There has been no change in composition of Board of Directors and Key Managerial Personnel during the year except that of Shri Salil Rai (DIN: 00121981) who has resigned from the Board of directors w.e.f. January 15, 2018 and Smt. Jaspreet Arora (DIN:06959857) joined the Board as an Additional Director under Non-executive Independent category w.e.f. January 19, 2018.

In line with the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 including the Rules made thereunder (‘the Act’) and the erstwhile Listing Agreement Shri Shiv Kumar Yadav (DIN:00118786) and Smt. Sujata Kumar (DIN:01310030 ) were appointed at the Annual General Meeting of the Company held on 30th September, 2014, to hold office for five consecutive years for a term up to March 31, 2019. The Board of Directors of the Company and the Nomination and Remuneration Committee have evaluated the performance of the said Independent Directors and on the basis of the said evaluations it is now proposed that Shri Shiv Kumar Yadav(DIN:00118786 ) and Smt. Sujata Kumar (DIN:01310030) Independent Directors of the Company be appointed for a second term of five consecutive years, commencing from April 1, 2019 up to March 31, 2024.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

INSIDER TRADING POLICY

The Company’s policy on insider trading has been uploaded on the web-site of the company www.mauria.com and all necessary steps have been taken to comply with the said policy.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your directors have established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or ethic policy. This mechanism also provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

We affirm that no personnel has been denied access to the audit committee.

During the year 2017-2018, no such report were made to the Chairman of Audit Committee COMMITTEES OF BOARD OF DIRECTORS

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Your directors, the Management and all of the employees subscribe to the philosophy of compassionate care. We believe and act on the ethos of generosity and compassionate care, characterized by willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

Company continues to undertake the CSR work during the year under review on a voluntary basis over and above what has been required under CSR guidelines. The CSR activities are overseen by the Chairman and the Managing Director on a regular basis. The Annual report on the CSR Activities forming part of this Report is annexed hereto.

Your directors have constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Vishnu Kumar Sureka as Chairman, and Shri Navneet Kumar Sureka and Shri Shiv Kumar Yadav as members.

The said committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring and implementing of the CSR Policy and recommending the amount to be spent on the CSR activities.

During the year 2017-2018, the CSR Committee met twice and provided status updates to the Board of directors of the company.

Your company’s investment in CSR activities for the year 2017-18 was Rs. 32.40 Lakhs which is above the requirement of minimum 2 % of the average profits of the company for the last three years.

AUDIT COMMITTEE

The constitution of the Audit Committee is in accordance with the requirements of Section 177 of the Companies Act, 2013 (here-in-after known the “Act” ) and Regulation 18 of the Listing Regulations, 2015. This committee comprises of three nonexecutive directors, Shri Shiv Kumar Yadav, Smt. Sujata Kumar and Smt. Jaspreet Arora with Shri Shiv Kumar Yadav as its Chairman.

The details of terms of reference of the audit committee, number and dates of meetings held, attendance of Directors during the year are given in the Corporate Governance Report forming part of this Annual Report.

The primary objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process to ensure accurate and timely disclosures,

NOMINATION AND REMUNERATION COMMITTEE

Your directors have constituted the Nomination and Remuneration Committee comprising of Shri Shiv Kumar Yadav as Chairman, and Smt. Sujata Kumar and Smt. Jaspreet Arora as members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board, devising a policy on Board diversity and identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the board their appointment and removal.

During the year 2017-2018, Nomination & Remuneration committee met once and provided status updates to the Board of directors of the company

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Your directors have re-constituted the existing Shareholders’ Grievance Committee during the year 2014-15 by broadening the scope to include all security holders and their grievance-redressal as part of the new mandatory Committee to be called Stakeholders’ Relationship Committee comprising of Shri Shiv Kumar Yadav as Chairman, Smt. Sujata Kumar and Smt. Jaspreet Arora as members. The Stakeholders’ Relationship Committee shall consider and resolve the grievances of security holders of the company.

During the year 2017-2018, Stakeholders Committee met Thrice and provided status updates to the Board of directors of the company.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2017-2018, no complaints were received by the Company related to sexual harassment and hence no complaint is pending as on 31.03.2018 for redressal.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

INTERNAL FINANCIAL CONTROLS

The Company has identified all key internal financial controls, which impacts the financial statements, as part of Standard Operating Procedures (SOPs). The SOPs are designed for all critical processes across all plants, warehouses and offices wherein financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to a process owner. The financial controls are tested for operating effectiveness through management ongoing monitoring and review process and independently by the Internal Audit. In our view the Internal Financial Controls, effecting the financial statements are adequate and are operating effectively.

STATUTORY DISCLOSURES

-No Frauds Were Reported by Auditors or Reported To Central Government in the financial year ended on March 31, 2018.

-None of the Directors of your company is disqualified as per the provisions of Section 164(2) of the act. the Directors of the company have made necessary disclosures, as required under various provisions of the Act.

EXTRACT OF ANNUAL RETURN

IIn accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format MGT-9 is annexed as Annexure V to the Board’s Report.

The Annual Return for the financial year 2017-18 is available on the website of the Company at www.mauria.com

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Ministry of Corporate Affairs had notified Investor Education and Protection Fund Authority ( Accounting, Audit, Transfer and Refund) Rules, 2016 effective from 07.09.2016. As per the Rules, Unclaimed/unpaid dividends / shares thereon are to be transferred to IEPF at the end of 7 years. The shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall also be transferred to IEPF following the prescribed procedure. The company has issued public notice to enable to claim the shares. Such shares remaining unclaimed have to be transferred to IEPF Authority within the date prescribed. The holders of such shares or their legal heirs can reclaim the shares from the IEPF Authority through the Company following the due procedure. The particulars of such shares will be put on the Company’s web-site in due course.

CEO/CFO CERTIFICATION

In terms of the requirements of Regulation 17(8) read with Part A of Schedule II of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the 37th Annual General Meeting of the Company held on 11th September 2017 appointed M/s. U.K. GOENKA & CO., Chartered Accountants, New Delhi with Firm Registration Number 010549N as the Statutory Auditors of the Company from the conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting, covering one term of five consecutive years on a remuneration as may be mutually agreed upon between Shri N.K. Sureka Managing Director and the aforesaid Auditors, subject to ratification by the members at each intervening Annual General Meeting. In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors’ appointment is no longer required.

The statutory audit report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

COST AUDITORS

The Company has appointed M/s Jaiprakash & Co., Cost Accountants for conducting the audit of cost records of the Company relating to LPG Cylinders, Regulators & Valves for the financial year 2018-19. Pursuant to Section 148 of the Act read with Rule 14 of the Companies (Audit & Auditors) Rule, 2014 ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.

SECRETARIAL AUDITORS

The Board of Directors of the Company, in compliance with section 204 of the Act have appointed Ms. Jyoti Arya, Practicing Company Secretary (M. No.-A48050/ COP-17651) of M/s. Jyoti Arya & Associates, Company Secretaries, as the Secretarial Auditors to conduct secretarial audit of the Company for the FY 2017-18. The Secretarial Audit Report as per Section 204 of the Act for FY 2017-18 is placed as annexure to this report

No adverse comments have been made in the said report by the Practicing Company Secretary.

EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed herewith as an Annexure.

As there has been no employee during the year under review who were paid remuneration of Rs. 60.00 Lakh per annum or more, if employed through out the year or Rs. 5.00 Lakh per month and more, if employed for the part of the year, and also there has been no employee in receipt of remuneration during the year, at a rate which in aggregate is in excess of that drawn by the Managing director or Whole-time director and therefore the information as required under Section 5 (2) & (3) of the aforesaid Rule is not called for.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) During the year under review, neither any fraud of any kind on or by the Company has been noticed by the Board of Directors of the Company nor reported by the Auditors of the Company. The Company has an internal financial control system, commensurate to the size of the business, in place.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Banks, Employees as well as Customers for their timely help in smooth functioning of your Company. Your Directors also extend their thanks to all the Shareholders of the Company for their trust and confidence in the Board of Directors of the Company.

By order of the Board of Directors

MAURIA UDYOG LIMITED

Sd/-

V.K. SUREKA

CHAIRMAN

ROOM NO. 107, 1st FLOOR,

ANAND JYOTI BUILDING,

41, NETAJI SUBHAS ROAD,

KOLKATA - 700 001

CIN:L51909WB1980PLC033010

Date: 04th September, 2018

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Mar 31, 2016

TO THE SHAREHOLDERS OF THE COMPANY

TO THE MEMBERS

The Directors have the p I ensure in presenting the 36¹''¹ Annual Report; together with the Audited Accounts of the company tor the year ended 31³¹ March, 2016.

FINANCIAL RESUL TS

The Financial Results for the year ended 31³'' March, 2016 are as under:- Rs. in Lacs

	2015-16	2014-15
Gross Sales and Other Income	113819.07	100966.69
Gross Profit before Finance Cost, Depreciation & Taxes	3912.92	3892.87
Less'' Finance Cost	1948.01	1823.50
Less : Depreciation	580.40	578.34
Profit before Tax	1384.53	1491.03
Provision for Tax	495.00	453.00
Profit after Tax	889.51	1038.03
Adjustment for Deferred Tax Assets/(Liabilities)	10.08	(10.90)
Net Profit for the year	899.59	1027.13
Transfer to General Reserve	899.59	1027.14

PERFORMANCE REVIEW

Your company achieved higher'' performance in turnover and operating profits. The Gross revenues touched Rs. 113819.07 lacs which is 12.73 % higher than last year and the operating Profits at Rs.3912.92 Lacs, though marginally- is also up by 0.52% as compared to previous year. However, mainly due to increased finance cost the net pro firs of the company at 899.59 has fallen by 12.42 % compared to previous year. Your company coupled with modernization, Concentrated efforts of both Management and employees; the whole hearted support of flanks, suppliers and customers has attained these levels of performance.

DIVIDEND & RESERVE

In order to conserve the financial resources of the company, the Board of Directors have not recommended payment: of dividend to the equity shareholders of the company for the financial year 2015-16 closed on 31^st March, 2016.

CAPITAL EXPENDITURE

Additions of Ffixe4 assets (gross) during the year under review amounted to Ks, 2.53 crores and net fixed assets stood at Rs.68.05 Crores as at 31^st March, 2016.

FIXED DEPOSITS

The company has not accepted any deposits from public during the financial year under report and as such there were no fixed deposits outstanding as on 31^st March. 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT''S

As on March 31^st 2016 there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The details of the Loans, Guarantees and Investments covered under the pro¹visions of Section 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year 2015-16, transactions being in the ordinary course of business and at arm’s length have been repotted and annexed hereto in this report in the prescribed Form AOC-2 read with note no. 15 of the Financial Statements .

The terms &. conditions of the above mentioned transactions are nor prejudicial to the interest of the Company and there is no transaction of material nature. The closing balances of such slated parties, wherever outstanding, are not overdue.

NUMBER OF MEETINGS OF THE EOARD

Twenty-one meetings of the Board of directors were held during the year. For details of the meetings of the Board, pi ease refer to the corporate governance report, which forms'' part of this report

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 (“the Act") and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17(10) of Listing Obligations & Disclosure Requirements, Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the com millers was evaluated by the Board after seeking inputs from (he committee members on I he basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc, The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be disclosed, meaningful and constructive contribution and inputs in meetings, etc. In addition, tire Chairman was also evaluated on the key aspects of his role.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programme provided to the Directors of the Company is available on the Company’s website www.maurta,com.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

hi terms of requirements under Schedule IV of the Companies Act 2013 and the Listing Regulations, 5015, a separate meeting of the Independent Directors was field on 12/03/2016.

The independent Directors at the meeting reviewed the following:-

- Performance of non independent Directors and board as a whole.

- Performance of the Chairperson of the Company, taking into account the views of executive Directors and non-executive Directors.

- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

USTING ON STOCK EXCHANGES

Your Directors take an immense pleasure in informing you that with effect from Tuesday July 14, 2015, the scripts of your company got listed on BSE Limited (BSE) under the Direct Listing Route of BSE and permitted to dealings on the BSE in the list of T Group with Scrip Code 539219{bearing ISIN. INE150D01019).

Accordingly, as on date, the shares of your Company are listed tin BSE as well as Calcutta Stock Exchange (CSE).

During the year your Company has executed the Revised Listing Agreements as required under the provisions of ''SEBI (Listing Obligations & Disclose Requirements) Regulation, 2015 with the BSE Limited and the Calcutta Stock Exchange Ltd. where the shares of the company are listed,

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance is given in “Annexure-A" to (his report. In terms of Pas-t E of Schedule V of SERI (Listing Obligations and Disclosures Requirements) Relations 2015 (Listing Regulations, 2015), the Compliance Certificate from the Practicing Company Secretary certifying compliance with conditions of Corporate Governance, as stipulated in Regulation 16 to 27 of Listing Regulations, 2015 with the Stock. Exchanges) where the shares of the company are listed , is also enclosed

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability, confirm that;

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have 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 at the end of the financial year and of the profit of the Company for that period;

iii. they have 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,''

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effective.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal* statutory and secretarial auditors and external consultants and the reviews performed by management and the Relevant Board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2015-16.

DIRECTORS & KEY MANAGERIAL PERSONNEL/ INDEPENDENT DIRECTORS DECLARATION

Pursuant to the provisions of Section 149(7) of the Act. all Independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEB1 Regulations. 2015.

As per the provisions of Companies Act, 2013 Shri K.M. Pai retires by rotation and being eligible has offered himself for re-appointment.

There has been no change in composition of Board of Directors and Key Managerial Personnel during the year except that the appointments of S/Shri V.K- Sureka, N.K. Suneka and K,M Pai on revised terms and conditions as reported in the previous Annual Report-2015, having been approved by the shareholders in their 35^th Annual General Meeting held on 23^rd September, 2015,

POLICY ON DIRECTORS¹ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy cm directors’ appointment and Remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

COMMITTEES OF BOARD OF DIRECTORS

Corporate social responsibility and governance committee

Your directors, the- Management and ail of the employees subscribe to the philosophy of compassionate care. We believe and act on the ethos of generosity and compassionate care, characterized by willingness to build a society that works for everyone. This is the corner stone of our CSK policy.

Company continues to undertake the CSR work during the year under review on a voluntary has is over and above what has been required under CSR guidelines. The CSR activities are overseen by the Chairman and the Managing Director on a regular basis. The Annual report on the CSR Activities, forming part of this Report is annexed hereto. ''

Your directors have constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Vishnu Kumar Sureka as Chairman, and Shri Naviteet Kumar Sureka and Shri Vijay Kumar Gupta as members.

The said committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring and implementing of the CSR Policy and recommending the amount to be spent on the CSR activities.

During the year 2015-2016, the CSR Committee met twice and provided slams updates to the Board of directors of the company.

Your company''s investment in CSR activities tor the year 2015-16 was Rs. 23.69 Lakhs which is above the requirement of minimum 2 % of the average profits of the company for the last three years.

AUDIT COMMITTEE

The Constitution of the Audit Committee is in accordance with the requirements of Section 177 of the Companies Act, 2013 (here-in-after known the “Act”) and Regulation t8 of the Listing Regulations, 2015. This committee comprises of three non-executive directors, Shri Shiv Kumar Yadav, Shri Vijay Kumar Gupta and Shri Salil Rai with Shri Shiv Kumar Gupta as its Chairman.

The details of terms of reference of the audit committee, number and dates of meetings held, attendance of Directors during the year are given in the Corporate Governance Report forming part of this Annual Report.

The primary objective of the Committee is to monitor and provide effective supervision of the Management''s financial reporting process to ensure accurate and timely disclosures,

NOMINATION AND REMUNERATION COMMITTEE.

Your directors have constituted the Nomination And Remuneration Committee comprising of Shri Vijay Kumar Gupta as Chairman, and Shri Shiv Kumar Yadav and Shri Salil Rai as members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board, devising a policy on Board diversity and identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the board their appointment and removal.

During, the year 2015-2016, Nomine ion & Remuneration Committee met once and provided its recommendation on the remuneration and other terms & conditions on appointments of three Executive directors to the Board of directors of the company.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Your directors have re-constituted the existing Shareholder’ Grievance Committee during the year 2014-15 by broadening the scope to include all security holders and their grievance-redressal as part of the new-mandatory Committee to be called Stakeholders’ Relationship Committee comprising of Shri Shiv Kumar Yadav as Chairman. Shri Vijay Kumar Gupta arid Shri Salil Rai as members. The Stakeholders'' Relationship Committee shall consider and resolve the grievances of security holders of the company.

During the year 2015-2016, Stakeholders Committee met twice and provided status updates to the Board of directors of the company.

RISK MANAGEMENT COMMITTEE

Your directors have constituted the Risk Management Committee comprising of Shri ''Navneet Kumar Sureka as Chairman, and Shri K,M. Pai and Smt. Sujsta Kumar as members.

The purpose of the committee is to assist the Board in fulfilling its corporate governance duties by overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks. The committee has the overall responsibility of monitoring and approving the risk policies of the Company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public document or disclosures.

During the year 2015-2016. Risk Management Committee met twice and provided status updates to the Board of directors of the company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your directors have established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure (whistle Blower) mechanism, ''the Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or ethic policy. This mechanism also provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

During the year 2015-2016., no such report were made to the Chairman of Audit Committee

PREVENTION OF SEXUAL H ARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 201J. An Internal Complaints Committee has been set ^p to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. .

During the year 2015-2016 no complaints were received by the Company related to sexual harassment and hence no complaint is pending as on 31.03.2016 for redressal.

Material changes and commitments

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS

No significant and material orde!¹* have teen passed during die year under review fey the regulators or courts or tribunals impacting The going concern slates and Company''s operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal] financial controls, which impacts the financial statements, as part of Standard Operating procedures (SOPs). The SOPs are designed for ail critical processes across all plants, warehouses and offices wherein financial transactions are undertaken. The SOPs cover- the standard processes, risks, key controls and each process is identified to a process owner. The financial controls are tested for operating effectiveness through management ongoing monitoring and review process and independently by the Internal Audit. In our view the Internal! Financial Controls, effecting the financial statements are adequate and are operating effectively.

CEO/CFO CERTIFICATION

In terms of the requirements of Regulation 17(8) read with Part A of Schedule II of the Listing Agreement, the Managing Director and the CFO have Submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

MANAGEMENT DISCUSSION A ANALYSIS

Outlook of Indian Economy:

Overall Indian economy is in good shape and growing. The overall GDP has grown from 4.7% 2013-14 to 7.4 % during 2014-15 and 7,9% during 2015-I6(Jan-Ma;- Qrt,) and is expected to go further up in coming years due to proposed enactment of new GST Act. India overtook China to become the world''s fastest growing economy ending March quarter 2015, outstripping China''s 7% growth in the same quarter. There has been a pick-up in the reform momentum and the lead indicator; of economy have shown improvement. The inflation is under control and the current account deficit (CAD) has narrowed to 1.1% of tile GDP during 2015-16 as against 1.8 of GDP during 2014-15 and could well narrow further during the nest fiscal. The various initiatives undertake!! by the new Government like structural reform initiative, deregulation of diesel prices, relaxation of labour market laws linking of cash transfers with a view to increase the financial inclusion, thrust on domestic manufacturing sector under ¦ Make in India initiative along with fall in international crude oil prices and posing of Goods & Service ''Tax Act. in both the Houses in parliament are bond to have positive effects on the economy in the coming years. However, the Gross Fiscal Deficit at remains an area of concern, Foreign direct investment hit a high of USD 40.001 billion in during 2015-16, a massive; 29 % like from USD 30.931 billion in the previous fiscal, according to a report released by DIPP.

Industry Overview:

As you are aware that your Company is a conglomerate corporation engaged in the business of manufacturing and trading in varied products:

Liquefied Petroleum Gas (LFG):

With India''s economic growth closely linked to energy demand, the need for oil and gas is projected to grow further rendering the sector a fertile ground for investment. As per projections by the Petroleum and Natural Gas Ministry of the Government of India, it is expected Shat by 2015-16, India’s demand for gas will touch 124 MTPA against a domestic supply of 33 MTPA and higher imports of 47.2 MTPA, leaving a shortage of 44 MTPA, and us per Business Monitor International (BMI predicts that India will account for 12.4 percent of Asia-Pacific regional oil demand by 2015.

Textile:

With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade. Changing lifestyles and increasing demand % quality products are set to fuel the need for apparel. The sector contributes 14% to industrial production, 4% to Lidia’s GDP and Constitutes i3% of the country''s export earnings.

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as Well as export demand. The domestic textile and apparel industry in India Is estimated to reach USD 100 Billion by 2016-17 from USD 67 million in 2013-14, Exports in textiles and apparel from India are expected to increase to USD 65 Billion by 2016-17 from USD 40 Billion in 2013-14.

Agriculture Industry:

Given the importance of the agriculture sector, the Government of India, in its Budget 2016-17, planned several steps for the sustainable development capacity building of agriculture. The 12th Five-Year Plan estimates the food grains storage capacity to expand to 35 MT. Also, 4 per cent growth would help restructure the agriculture sector in India in the next few years. It has marked an ambitious target of Rs 9 Lakh Crore of agriculture credit during 2015-16. Government has announced 100% FDI through FIPB route for marketing of food products that are produced or manufactured in India and also to make food trade and processing industry more efficient

Factors such as reduced transaction costs and time, improved port gate management and better fiscal incentives would contribute to the sector’s growth. Furthermore, the growing use of genetically modified crops will likely improve the yield for Indian farmers.

COMPANY OVERVIEW

MAURIA UDYOG LIMITED (MULJ is an ISO 9001''2008 company certified by RSI, accredited by UK AS MUL is also certified for OHS AS: 18001: 2007& ISO 14001:2004 by BSI for its Health Safety and Environmental Management Systems. We are a Govt, of India recognized TRADING HOUSE, for consistent export of our products to various parts of the world such as UK, France, Poland, Spain. Denmark, Portugal, Australia, Angola, Tanzania, UAF,, Bangladesh, Kenya, Sri Lanka, Maldives, Madagascar, Iraq, South Africa, Afghanistan, Oman, Bahrain, Ghana, Malta, Mauritania, Tunisia, Senegal. Mauritius, Libya, Congo, Nigeria, Mali, Cote’d’Ivoire, Zambia, Mozambique, Tchad, Cambodia, Guadeloupe, French Guyana, Martinique, Camerfwm, Malawi, Benin, Togo, Sierra Leone, Cabo Verde, Netherland, South Korea, Nepal, Namibia, Australia, Uganda, Botswana, Swaziland, Lesotho, and .Jordan etc. MUL exports its products to practically every continent of the world, I he manufacturing W^orks is situated at Faridabad, on the outskirts of New Delhi in the MGR region.

EXPOSURE TO EXPORTS OF LPG CYLINDERS

WELDED STEEL LPG CYLINDERS

Over the past 30 years MUL has produced the cylinders as per different international standards such as EN 1441 ISO 4706, SANS 4706. DOT 4BA, K.S ISO 4706, ISO 22991, IS 3196, OS 120, N1S 69* AS 2469. AS 2470. SNI 1452, SLS 117S and EN 13322-1. Customers such as BP, SHELL, TOTAL, BOC/LINDE, VITOGAZ and ADDAX etc. to name but a few have enjoyed our international quality at an affordable price. We have installed rigorous standards with modem equipment and a keen and well-trained workforce. We produce the cylinders from 4.0 litre ( 1.7kgs. gas capacity) to 120.0 Sure (50.0 kgs.) for LPG and other gases such as ammonia and refrigerant''-.

The company has made export sales during the financial year under report amounting to Rs. 209.96 Crores Mission

We are committed to satisfy our customers by providing Quality Product which gives highest value for money.

We believe that employees are our most important asset though which we can reach the top in each category of our products and services. Therefore, we will emphasize 0:1 their continuous improvement through up gradation of relevant knowledge and training.

We commit ourselves to continuous growth, so as to fulfill the aspirations of our customers, employees and shareholders.

Committed To Quality

We don’t just manufacture products, we create satisfaction. Eurospa has deployed extensive resources to ensure the optimum quality of its products. The reiterative tests, the microscopic adherence to quality and inspection, all ensures that all Eurospa predicts are¹ of world-class quality. We treat each and every product as a challenge, and every achievement a reason to set new goals.

MUL apart from manufacturing of LPG Cylinders, Valves, Regulators, Disposable Cylinders, Mathyl Bromide Cylinders & Refillable Cylinders, being its main activity, has also undertaken the following

I. TERRY TOWEL DIVISION

The company undertake* manufacturing of terry towels in addition to cylinders. MUL has a top-of-the-line manufacturing facility to manufacture world-class terry towels as per the prevailing international standards.

Spread over 30,000 sq. ft, this unit boasts of an in-house and completely integrated infrastructure along with u talented pool of professionals front the textile industry.

The unit comprises of a modem facility and a weaving plant equipped with all the relevant’ machines. The ultra- modern Terry Towel Manufacturing Unit has the state-of-the-art technology sourced from Switzerland, Germany and Italy.

As reported last year that the Terry Towel Division has upgraded its plant & machinery by making additional investment amounting to Rs.5.30 Groves so to have belter quality and increased production of the products, your directors are pleased to inform that the total turnover of the Terry Towel Division during the year under report has been at Rs. 29.56 Crore in comparison to Rs, 35.49 Crore dating the previous year.

Zero Defect Production In Terry Towel

Automatic, la brie Inspection machine has been installed to ensure that only zero detect fabric goes for production. To lend smooth velvet finish to the products, specialized shearing machines have been imported. The end product is also inspected by the finishing team for even minor defects, if any. The objective is to snip only those products which re fleet MUL’s unflinching commitment to quality.

II. CONSIGNMENT AGENCY

As reported earlier, the company has completed its IC^;I'' year as a con sign merit agent of Rashtriya Ispat Nigam Limited, a Govt. of India Undertaking.

III. INTERNATIONAL TRADING & MERCHANDISING

The company has carried on with domestic trading in agro*- commodities such as soyabean meal, DOC'' and international &, domestic trading in steel, ferrous and non-ferrous metals. This has further improved the liquidity position of the company and the company is hopeful to do better in the near future.

IV. LPG CYLINDER ACCESSORIES

The company also manufactures various other LPG Cylinder Accessories such as Cylinder Guards, Neck Rings, Burner Set. Cooker Ring & Adopter.

RECOGNITION & AWARDS

The company is the recipient of FIEO’s Niryat Shree Bronze Trophy Award for its excellence in exports.

BE PC INDIA, Extern Region awarded the company on 25.02.2011 Export Excellence tor Star Performer as Urge enterprise in the product group of other fabricated metal products, exel machinery & equipment for its outstanding contribution to engineering exports during the year 2003-09 and for the year 2009-10 as well which was received on 20.12-2011 by Shri N. K,, Sureka, a director of the company.

The company was also represented in the Annual Premier Vendors’ Workshop conducted by Bharat Petroleum Corporation Limited held it Mumbai on 04.11.2011 wherein a Trophy for the best performance was awarded to the company which was received by Shri K. M. Pas, a director of the company.

The Indian Council of'' Small & Medium Exporters (JCSME) has awarded Niryat Shiromani Puraskar to Shri N. K. Sureka, a director of the company and Gold Medal to the company for export performance on 23.03.2007.

The company participated in the ’’Haryana State Safety and Welfare Awards Scheme⁷’ hi the year 2006 and the Directorate of Industrial Safety & Health, Labour Department, Haryana placed on record its appreciation of the management for taking proactive steps by implementing safety, health and welfare schemes for the workers.

" The Engineering Export Promotion Council of India (EEPC INDIA) awarded Silver Trophy to your Company as National Award for Export Excellence 2011-12 on 15^th March, 2013 in the presentation ceremony held in Mumbai. ’

AUTOMATION

The company is continuously automizing and upgrading the manufacturing facility to meet the latest technological advancement.

RESEARCH & DEVELOPMENT (R&D)

Min. has its in-house R&D facility and a fully equipped design studio that creates innovative and vibrant designs for towels in line with prevailing international trends and forecasts. The studio is equipped with CAD system and is managed by well known and talented designers, it is also fully capable of designing towels as per the buyer''s designs, material and colour specifications.

The management of the company also keeps a tab on the international trends by attending various International fairs & conferences.

The company’s continued focus on R&D has resulted in several approvals of its products in developed markets and significant progress in its initiative.

MUL has a complete and integrated towel manufacturing facility which makes its protracts internationally compatible in terms of quality and price. It also helps to reduce production lead time to a considerable extent.

It is now all set to carve a niche for itself in the competitive international market by exporting world class products.

FORGING NEW RELATIONSHIPS

Having consolidated its infrastructure and strengths* the company is planning to expand and grow its overseas market in times to come, it plans to forge mutually rewarding business associations with its potential clients. For this purpose, it has chalked out an ambitious plan, The management of the company is committed to provide its clients reliable and quality product at competitive prices and thus nurture enduring relationships with them.

The change in the international/local Govt. Policies do have its significant impact on the business of the company in the international as well as local markets, thus, effecting the volume of sates including the exports of the company.

SWOT ANALYSIS OF LPG INDUSTRY

Strength:

- Over 30 years’ experience in manufacturing LPG Cylinder, Valves and Pressure Regulators,

- Exporting in over 60 countries ail over the globe.

- Easily availability of raw material low cost labour and transportation

- Increasing demand in overseas LPG market

- Strong experienced management

- Encouraging export policies

- Customer loyalty

Weakness;

- Raw material Cost Intensive

- Work inefficiency

- Economic factors

- Political uncertainties

Opportunities:

- Innovation

- New Market

- Huge Demand

- Growing industry

- Geographic best location

Threats:

- International/regional competition

- Uncertainty of input cost

- Continuous govt. interference (Interest rate/Regulatory compliance )

- Slowdown in national/global economy/demand

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that ail assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. The internal control is exercised through documented policies, guideline and procedures. It is supplemented by an extensive program of internal audits conducted by in house trained personnel. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The international control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons. Apart from the above the company has engaged M/s SENSONS, Chartered Accountants, Faridabad to conduct Internal Audit during the year 20.14-15.

RISK & CONCERNS

At MUL, all key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, finance, insurance, shipping legal and other issues like health, safety and environment.

Cylinders and terry towel products tire globally traded commodities and their prices are subjected to international market forces of demand-supply and other factors that influence price volatility, With these two business presently accounting for the major proportion of MUL^’s revenues, changes in global pries levels will have an impact on the company’s performance.

Your company has identified tine flowing risks with possible impact on the company and the mitigation plans of the company:

key Risk	Impact on the Company	Mitigation Plans
Commodity Price/availability Risk	Risk of price fluctuation on the basic raw- material like HR Coils, CR Coils. MS Bunk, Brass, Aluminum alloy, zinc-ingots, chemicals, Fabrics, grey yarn, Dye power etc.	Adequate level of raw material inventory has to be maintained at all times to ensure quick turnaround time for orders received Any volatility in the prices or disruption in availability of raw material tan impact the profitability of the Company, However, MUL has strong relationships with the raw material suppliers and optimum level of raw material.
Uncertain global economic environment'' slow growth in global economy	Impact on demand and realization of Exports,	Company''s business is quite diversified thereby diversifying the risk as well. Company keeps on reviewing new business opportunities.
Interest Rate-risk.	Any increase in interest rate can affect the finance cost.	Dependence on debt is mini mum and we have sufficient funds With Banks to settle the entire debt in case need arises.
Compliance risk.	Any default can attract penal provisions.	By regularly monitoring and reviewing of changes in the regulatory framework arid timely compliance thereof.
Competition Risk	Your company is always exposed to competition Risk from Asian Countries like Sri Lanka, China, Taiwan, and oilier African Countries. The increase jn competition can create pressure on margins, market share etc.	By continuous efforts to enhance the brand image Of the Company by focusing on R&D. quality. Cost, timely delivery and customer service. By introducing new product range commensurate with demands your company plans to mitigate the risks so involved.

As per global trend, all labour intensive manufacturing activates are being discontinued in the developed countries and are now shifting to developing countries wherein India is a preferred destination specially of products like Cylinders & Towels. The company is in an advantageous position as far as product manufactured are concerned.

OUTLOOK

The company is taking all efforts to Improve the quality and productivity to gel more orders at competitive rates The company’s business is committed to achieve world benchmark quality besides expanding on new product offering from new clients. Further the business will continue to focus on improving its cost competitive position. These measures will ensure the company maintaining its leadership position in the Indian/world market. Due to the own Manufacturing /processing plant the company is able to quote better rates and maintain safety of products high quality & productivity in die finished goods manufactured. Barring unforeseen circumstances the company is confident of achieving better results in the current year. The key risks for the global economy include China and other emerging markets and the situation in the Middle East and Africa. The developing nations of Asia are expected to experience a higher rate of growth next year, provided China remains in the7.0% to 7.1% growth range.

Human resources/industrial relations

Company''s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to The fill lest capacity, to Contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel The Company is giving direct employment to 135 employees besides 502 on contact basis. Industrial relations are cordial and satisfactory.

AUDITORS

M/s, Salarpuria & Partners, Chartered Accountants, (ICAI firm. Registration No, 3021 13E), were appointed as the statutory'' auditors of the Company for a period of three years in the 34"^h Annual General Meeting (AGM) of the Company held on 30^th September, 2014, As per provisions of Section 139(1) of the Act, Their appointment for the above tenure is subject to ratification by members at every AGM. Accordingly, ratification of the members is being fought for the proposal contained in the Resolution set out at item no, 3 of the Notice at the ensuing AGM.

Auditors'' observations are explained in various notes on the Accounts and therefore do not call for any further comments.

COST AUDITORS

The Company has appointed M/s Jaiprakash &, Co., Cost Accountants for conducting the audit of cost records of the Company relating to IPG Cylinders, Regulators & Valves for the financial year 2015-16. Pursuant to Section 14S of the Act read with Rule 14 of the Companies ( Audit & Auditors) Rule, 2014 ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.

SECRETARIAL AUDIT

The Board of Directors of ''the Company, in compliance with section 204 of the Act have appointed Mr. V.K. Gupta, Practicing Company Secretary {FCS-2816/ CP-13782 ) of M/s, V.K, Gupta & Co., Company Secretaries, as the Secretarial Auditors to conduct secretarial audit of the Company for the FY 2015 16. The Secretarial Audit Report as per Section 204 of the Act for FY 2015 -16 is placed as annexure to this report.

No adverse comments have been made in the said report by the Practicing Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO.

Information required tinder Section 134(3)(m) of the Act read with Rule 8(3) of the Companies Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo;

A. conservation of energy

Measures taken, additional investments and impact on reduction of energy consumption Disclosure of particulars with respect to Conservation of Energy.

-Company has replaced their entire Thyristor base SAW (submerged arc welding) and MIG (Metal inert gas) welding machines from their production with Inverter base machines which consume approximately 30% less input power, 47 nos. of l000 Amps SAW and 40 Nos of 400 AMPS MIG welding sets have been replaced.

- VKD (variable frequency drive) employed with conveyor line and in other machines resulting in power saving.

-Rs. 66.87 lacs have been spent during 2013-14 on acquiring Solar Power Generating system with an object let reduce the Sighting load and to further reduce the same company presses to use LED lights,

B. TECHNOLOGY ABSORPTION

Disclosure of particulars with respect to Technology Absorption

(i) Efforts in brief made towards technology absorption, adaptation and innovation &(ii) Benefits derived as a result of the above efforts (iii) Technology Imported during the last three years.

Following steps have been taken for enhancing productivity and quality improvements, resulting in enhanced Safety and environmental protectors measures and conservation of energy :-

- Our company has used latest inverter based technology in welding machines for improving quality and productivity of LPG cylinders (welding machines have been imported from China & fully operational.)

-Flux recovery system has been employed in SAW welding far ensuring defect free radiographic quality welding.

- Powered belt conveyers designed and installed for assembly and control process removing manual material movement & improving productivity.

- Electrical actuator operated blank lifting system(s) have been designed and installed in all the deep drawing press for mechanized loading and feeding of blanks & avoiding operator fatigue.

- Twin head SAW machines have started operating for welding both dish ends simultaneously for productivity improvement.

- Processing in a machine; trimming and joggling operation together, will remove variation in dimension, improve quality and productivity.

- Manual loading and unloading being replaced in machines by pneumatic and electrical power equipments,

9. Expenditure on R&D:- NA-

( C) FOREIGN EXCHANGE EARNINGS AND OUT GO

Rs.in Lacs

	2015-36	2014-15
a)Earning in Foreign Exchange F.O.B. Value of Exports	21720.32	14961.35
b)C.I.F Value of Imports: Materials Spare Pans Capital Goods	4329.42 96.34 966	1401.01 145.08 197.43
C) Expenditure in Foreign Currency : For Travelling For Commission Others	2.22 2017.43 698.31	4.12 1352.28 1008.06

employees

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed herewith as an Annexure,

As there has been no employee during the year tinder review who were paid remuneration of Rs. 60.00 Lakh per annum or more, if employed throughout the year or Rs. 5.00 Lakh per month and more, if employed for the part of the year, and also there has been no employee in receipt of remuneration during the year; at a rate which in aggregate is in excess of that drawn by the Managing director or Whole-time director and therefore She information &, (3) of the aforesaid Rule is not called for.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Banks, Employees as well as Customers for their timely help in smooth functioning of your Company. Your Directors also extend their thanks to all the Shareholders of the Company for their trust and confidence In the Board of directors of the Company,

By order of the Board of Directors

MAURI A UDYOG LIMITED

v.k. Sureka

Chairman

ROOM NO. 107, 1^st FLOOR,

ANAND JYOTl BUILDING,

41, NETAJI SUBHAS ROAD

KOLKATA - 700 001 ''

CIN: L51909WB1980PLC033010

Date :29^th August, 2016

---

Mar 31, 2014

DEAR MEMBERS,

The Directors have the pleasure in presenting the 34th Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2014 are as under:

Rs. in Lacs

2013-14 2012-13

Gross Sales and Other Income 76975.65 90207.35

Gross Profit before Depreciation 1890.11 2175.61

Less : Depreciation 447.15 394.24

Profit before Tax 1442.96 1781.38

Loss due to Fire 40.90 56.14 (Rs.758.19 Lacs - Rs.717.29 Lacs)

Provision for Tax 354.50 511.00

Profit after Tax 1047.56 1214.24

Adjustment for Deferred (91.04) (48.72) Tax Assets/(Liabilities)

Net Profit for the year 956.52 1165.52

DIVIDEND

In order to conserve the financial resources of the company, the Board of Directors have not recommended payment of dividend to the equity shareholders of the company for the financial year 2013-14 closed on 31st March, 2014.

FIXED DEPOSITS

The company has not accepted any deposits from public during the financial year under report and as such there were no fixed deposits outstanding as on 31st March,2014.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance is given in "Annexure-A" to this report. The Auditors' Certificate relating to compliance of the conditions of Corporate Governance, as stipulated in clause 49 of the listing agreement with the Calcutta Stock Exchange where the shares of the company are listed is also enclosed.

DIRECTORS

In pursuance of Article 134 of the Articles of Association of the Company, Shri N.K. Sureka retires by rotation and, being eligible, offers himself for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shiv Kumar Yadav and Shri Salil Rai were appointed as Additional directors w.e.f. 13th June, 2014 and Smt. Sujata Kumar w.e.f. 12th August, 2014 designated as Independent Directors and they shall hold office upto the date of the ensuing Annual General Meeting.

Shri Vijay Kumar Gupta, was appointed as an independent director w.e.f. 11/09/2008 pursuant to the provisions of Clause 49 of the Listing Agreement. In the opinion of the Board, Shri Vijay Kumar Gupta, being independent of management, fulfills the conditions for his appointment as an Independent Director as specified in the Companies Act, 2013 and the Listing Agreement vide SEBI's CIR/CFD/POLICY CELL/2/2014 dt. April, 17, 2014. SEBI vide Clause II B 3 of the said circular has stipulated that a person who has already served as an independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of five consecutive years only on passing of a Special Resolution by the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchange.

The Company has also received declarations from all the Independent Directors confirming that they are not disqualified from being appointed as a Director in terms of Section 164 of the Act and Rules made thereunder and have given their consent to act as a Director.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder your Directors recommend appointment of S/Shri Vijay Kumar Gupta, Shiv Kumar Yadav , Salil Rai and Smt.Sujata Kumar as Independent Directors for the terms given in the Notice of the 34th Annual General Meeting.

After the conclusion of the 33rd annual general meeting of the company S/Shri Mohan Lai and O.P. Bhardwaj resigned from the Directorship of the company and your directors do put on record their appreciation for the valuable services rendered by S/Shri Mohan Lai and O.P. Bhardwaj during their tenure as directors of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 (here-in-after known the "Act"), it is hereby affirmed that :-

a) in the preparation of annual accounts, the applicable accounting standards have been followed;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 the end of the financial year under report and of the profit and loss of the Company for that period;

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; and

d) the Directors have prepared the annual accounts on a going concern basis.

COMMITTEES OF BOARD OF DIRECTORS.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Your directors have constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Vishnu Kumar Sureka as Chairman, and Shri Navneet Kumar Sureka and Shri Vijay Kumar Gupta as other members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring and implementing of the CSR Policy and recommending the amount to be spent on the CSR activities.

NOMINATION AND REMUNERATION COMMITTEE.

Your directors have constituted the Nomination And Remuneration Committee comprising of Shri Vijay Kumar Gupta as Chairman, and Shri Shiv Kumar Yadav and Shri Salil Rai as members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board, devising a policy on Board diversity and identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the board their appointment and removal.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Your directors have re-constituted the existing Shareholders' Grievance Committee by broadening the scope to include all security holders and their grievance- redressal as part of the new mandatory Committee to be called Stakeholders' Relationship Committee comprising of Shri Shiv Kumar Yadav as Chairman, Shri Vijay Kumar Gupta and Shri Salil Rai as members. The Stakeholders' Relationship Committee shall consider and resolve the grievances of security holders of the company.

RISK MANAGEMENT COMMITTEE

Your directors have constituted the Risk Management Committee comprising of Shri Navneet Kumar Sureka as Chairman, and Shri K.M. Pai and Smt. Sujata Kumar as members.

The purpose of the committee is to assist the Board in fulfilling its corporate governance duties by overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks. The committee has the overall responsibility of monitoring and approving the risk policies of the Company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public document or disclosures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your directors have established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or ethic policy. This mechanism also provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has in place a formal policy for prevention of sexual harassment of its women employees.

AUDITORS

M/s. Salarpuria & Partners, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing 34th Annual General Meeting and are eligible for appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s Salarpuria & Partners, Chartered Accountants as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 37th Annual General Meeting to be held in the year 2017, subject to ratification by members of their appointment at every AGM.

Auditors' observations are explained in various notes on the Accounts and therefore do not call for any further comments.

COST AUDITORS

The Company has appointed M/s Jaiprakash & Co. , Cost Accountants for conducting the audit of cost records of the Company relating to LPG Cylinders, Regulators, Valves & Terry Towels for the financial year 2013-14.

FOREIGN EXCHANGE EARNINGS AND OUT GO

Rs.in Lacs

2013-14 2012-13

a) Earning in Foreign Exchange 15304.73 27528.27 F.O.B. Value of Exports

b) C.I.F Value of Imports:

Materials 887.15 3588.09 Spare Parts 221.28 339.52 Capital Goods 329.08 343.21

c) Expenditure in Foreign Currency :

For Travelling 13.87 9.23 For Commission 1421.11 2456.58 Others 653.51 834.94

MISCELLANEOUS

A Search and seizure operation of the Income Tax Department was conducted from 07th to 09th August, 2013 as referred to in note no. 3 of the Other notes on financial statements.

CONSERVATION OF ENERGY

As the products manufactured by the Company do not fall in the list of industries announced by the Government of India, the information required to be furnished in the prescribed Form 'A' is not required to be given and as such the same is not furnished herewith.

TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT

Particulars of Technology Absorption

Research and Development in Form 'B' Nil

EMPLOYEES

As there have been no employees during the year under review who were paid remuneration of Rs. 60.00 Lakh per annum or more, if employed through out the year or Rs. 5.00 Lakh per month and more, if employed for the part of the year, the information as required Under Section 217 (2A) of the Companies Act 1956 is thus not called for.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Banks, Employees as well as Customers for their timely help in smooth functioning of your Company. Your Directors also extend their thanks to all the Shareholders of the Company for their trust and confidence in the Board of Directors of the Company.

By order of the Board of Directors MAURIA UDYOG LIMITED

V.K. SUREKA CHAIRMAN

ROOM NO. 107, 1st FLOOR, ANAND JYOTI BUILDING, 41, NETAJI SUBHAS ROAD, KOLKATA - 700 001 CIN:L51909WB1980PLC033010 Date :29th August, 2014

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Mar 31, 2013

Dear MEMBERS

The Directors have the pleasure in presenting the 33rd Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2013 are as under

Rs. in Lacs

2012- 13 2011- 12

Gross Sales and Other Income 90207,35 89711.88

Gross Profit before Depreciation 2175.62 1748.91

Less : Depreciation 394.24 338.42

Profit before Tax 1781.38 1410.49

Loss due to Fire (Rs.758.19 Lacs - 56.14 - Rs.702.05 Lacs)

Provision for Tax 511.00 424.41

Profit after Tax 1214.24 986.08

Adjustment for Deferred Tax Assets/ (48.72) (46.91) (Liabilities)

Net Profit for the year 1165.52 939.17

DIVIDEND

In order to conserve the financial resources of the company, the Board of Directors have not recommended payment of dividend to the equity shareholders of the company for the financial year 2012-13 closed on 31March, 2013.

FIXED DEPOSITS

The company has not accepted any deposits from public during the financial year under report and as such there were no fixed deposits outstanding as on 31st March,2013,

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance is given in "Annexure-A" to this report. The Auditors' Certificate relating to compliance of the conditions of Corporate Governance, as stipulated in clause 19 of the listing agreement with the Calcutta Stock Exchange where the shares of the company are listed is also enclosed.

DIRECTORS

In pursuance of Article 134 of the Articles of Association of the Company, Shri K. M. Pai retires by rotation and, being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section (2AA) of the Companies Act, 1956(here-in-after known the "Act"), it is hereby affirmed that -

a) in preparation of annual accounts, all applicable accounting standards have been followed.

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under report and of the profit and loss of the Company for that period.

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; and

d) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Salarpuria & Partners, Chartered Accountants, who retire at the conclusion of this Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Directors recommend that they may be re-appointed as Auditors of the Company for the Financial Year 2013- 14 on such remuneration as is fixed by the Shareholders.

Auditors" observations are explained in various notes on the Accounts and therefore do not call for any further comments.

FOREIGN EXCHANGE EARNINGS AND OUT GO Rs.in Lacs

2012 -13 2011-12

a)Earning in Foreign Exchange F.O.B. 27528.27 16533.69 Value of Exports b) C.I.F Value of Imports: Materials 3588.09 1703.44

Sparc Parts 339.52 0.05

Capital Goods 343.21 22.39

e) Expenditure in foreign Currency :

For Travelling 9.23 6.23

for Commission 2456.58 1570.70

For Testing fee - -

Others 834.94 553.21

CONSERVATION OF ENERGY

As the products manufactured by the Company do not fall in the list of industries announced by the Government of India, the information required to be furnished in the prescribed Form 'A' is not required to be given and as such the same is not furnished herewith.

TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT

Particulars of Technology Absorption Research and Development in Form 'B' Nil

EMPLOYEES

As there have been no employees during, the year under review who were paid remuneration of Rs. 60.00 Lakh per annum or more, if employed through out the year or Rs. 5.00 Lakh per month and more, if employed for the part of the year, the information as required Under Section 217 (2A) of the Companies Act 1956 is thus not called for.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Banks, Employees as well as Customers for their timely help in smooth functioning of your Company. Your Directors also extend their thanks to all the Shareholders of the Company for their trust and confidence in the Board of Directors of the Company.

By order of the Board of Directors MAURIA UDYOG Limited

V.K. SUREKA N.K.SUREKA CHAIRMAN MANAGING DIRECTOR

ROOM NO. 107, 1st FLOOR, ANAND JYOTI BUILDING. 41. NETAJ1 SUBHAS ROAD, KOLKATA 700 001

Date : 15th July. 2013

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Mar 31, 2012

DEAR MEMBERS,

The Directors have the pleasure in presenting the 32nd Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2012 are as under

Rs. in Lacs

2011-12 2010-11

Gross Sales and Other Income 89711.88 79317.06

Gross Profit before Depreciation 1748.91 1454.33

Less : Depreciation' 338.42 267.26

Profit before Tax 1410.49 1187.07

Provision for Tax 424,41 360.00

Profit after Tax 986.08 827.07

Adjustment for Deferred Tax Assets/ 46.91 38.29 (Liabilities)

Net Profit for the year 939.17 788.78

DIVIDEND

In order to conserve the financial resources of the company, the Board of directors have not recommended payment of dividend to the equity shareholders of the company for the financial year 2011-12 closed on 31st March,2012.

FIXED DEPOSITS

The company has not accepted any deposits from public during the financial year under report and as such there were no fixed deposits outstanding as on 31st March,2012.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance is given in "Annexure-A" to this report. The Auditors' Certificate relating to compliance of the conditions of Corporate Governance, as stipulated in clause 49 of the listing agreement with the Calcutta Stock Exchange where the shares of the company are listed is also enclosed.

DIRECTORS

In pursuance of Article 134 of the Articles of Association of the Company, Shri Vijay Kumar Guptal retires by rotation and, being eligible, offers himself for re-appointment.

After the conclusion of 31 Annual General Meeting, Sh. Hemant Venkataramani Lalithraj resigned from the directorship of the company and the Board of Directors do place on record their appreciation for the valuable services rendered by Sh. Hemant Venkataramani Lalithraj during his tenure as a director of the company. Sh. O.P. Bhardwaj was appointed as an Additional Director who would act as Additional Director till the ensuing Annual General Meeting wherein a resolution for his appointment as a director would be placed for which a notice from a shareholder has been received indicating his intention to place the aforesaid resolution.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956(here-in-after known the ''Act"), it is hereby affirmed that

a) in preparation of annual accounts, all applicable accounting standards have been followed.

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under report and of the profit and loss of the Company for that period.

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; and

d) the Directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

OVERVIEW

MAURIA UDYOG LIMITED (MUL) is an ISO 9001:2008 company certified by BSI, accredited by UKAS. MUL is also certified for OHSAS:18001:2007 & ISO 14001:2004 by BSI for its Health Safety and Environmental Management Systems. We are a Govt, of India recognized TRADING HOUSE, for consistent export of our products to various parts of the world such as UK, France, Poland, Spain, Denmark, Portugal, Australia, Angola, Tanzania, UAE, Bangladesh, Kenya, Sri Lanka, Maldives, Madagascar, Iraq, South Africa, Afghanistan, Oman, Bahrain, Ghana, Malta, Mauritania, Tunisia, Senegal, Mauritius, Libya, Congo, Nigeria, Mali, Cote'd'lvoire, Zambia, Mozambique,Tchad, Cambodia, Guadeloupe, French Guyana, Martinique, Cameroon, Malawi, Benin, Togo, Sierra Leone, Cabo Verde, Netherland, South Korea, Nepal, etc. MUL exports its products to practically every continent of the world. The manufacturing Works is situated at Faridabad, on the outskirts of New Delhi in the NCR region.

EXPOSURE TO EXPORTS OF LPG CYLINDERS

WELDED STEEL LPG CYLINDERS

Over the past 29 years MUL has produced the cylinders as per different international standards such as EN 1442, ISO 4706, SANS 4706, DOT 4BA, KS ISO 4706, ISO 22991, IS 3196, OS 120, NIS 69, AS 2469, AS 2470, SNI 1452, SLS 1178 and EN 13322-1. Customers such as BP, SHELL, TOTAL, BOC/LINDE, VITOGAZ and ADDAX & ORYX GROUP etc. to name but a few have enjoyed our international quality at an affordable price. We have installed rigorous standards with modern equipment and a keen and well-trained workforce. We produce the cylinders from 4.0 litre ( 1.7 kgs. gas capacity) to 120.0 litre (50.0 kgs.) for LPG and other gases such as ammonia and refrigerants.

The company has made export sales during the financial year under report amounting to Rs. 167.04 Crores against the export of Rs.82.25 Crores during the previous year which depicts a growth of 80% in exports during the current year in comparison to that of the previous year.

MISSION

We are committed to satisfy our customers by providing Quality Product which gives highest value for money.

We believe that employees are our most important asset through which we can reach the top in each category of our products and services. Therefore, we will emphasize on their continuous improvement through upgradation of relevant knowledge and training.

We commit ourselves to continuous growth, so as to fulfil the aspirations of our customers, employees and shareholders.

COMMITTED TO QUALITY

We don't just manufacture products, we create satisfaction. Eurospa has deployed extensive resources to ensure the optimum quality of its products. The reiterative tests, the microscopic adherence to quality and inspection, all ensures that all Eurospa products are of world-class quality. We treat each and every product as a challenge, and every achievement a reason to set new goals.

MUL apart from manufacturing of LPG Cylinders,Valves, Regulators, Disposable Cylinders, Mathyl Bromide Cylinders & Refilable Cylinders, being its main activity, has also undertaken the following

I. TERRY TOWEL DIVISION

The company undertakes manufacturing of terry towels in addition to cylinders. MUL has a top of the line manufacturing facility to manufacture world-class terry towels as per the prevailing international standards.

Spread over. 30,000 sq.ft., this unit boasts of an in-house and completely integrated infrastructure alongwith a talented pool of professionals from the textile industry.

The unit comprises of a modem facility and a weaving plant equipped with all the relevant machines. The ultra-modren Terry Towel Manufacturing Unit has the state-of-the-art technology sourced from Switzerland, Germany and Italy.

As reported last year that the Terry Towel Division has upgraded its plant & machinery by making additional investment amounting to Rs.5.30 Crores so to have better quality and increased production of the products, your directors are pleased to inform that the total turnover of the Terry Towel Division during the year under report has been at Rs.13.36 Crores in comparison to Rs.5.05 Crores during the previous year, thus, making a growth of approximately 165% over that of the last year.

ZERO DEFECT PRODUCTION IN TERRY TOWEL

Automatic Fabric Inspection machine has been installed to ensure that only zero defect fabric goes for production. To lend smooth velvet finish to the products, specialized shearing machines have been imported. The end product is also inspected by the finishing team for even minor defects, if any. The objective is to ship only those products which reflect MUL's unflinching commitment to quality.

II. CONSIGNMENT AGENCY

As reported earlier, the company has completed its 5th year as a consignment agent of Rashtriya Ispat Nigam Limited, a Govt, of India Undertaking.

III. READYMADE GARMENTS

Mauria Merchandise has apparel retail of Levis Denizen previously known as Levis Signature through its show-rooms in NCR cities viz. Delhi, Gurgaon & Mumbai. Mauria Merchandise has also made arrangements with Reliance trends Limited to market the above mentioned brand through their show-rooms situated in a number of towns in the States of Andhra Pradesh, Chhatisgarh, Delhi, Gujarat, Haryana, Jharkhand, Kerala, Karnataka, Maharashtra, Madhya Pradesh, Punjab, Rajasthan, Tamil Nadu & Visakhapatanam.

Mauria Merchandise has also traded in readymade garments during the year under review and has sold 2,80,157 pcs. of garments which were bought from the manufacturers. The management is hopeful to have a substantial increase in the sale of readymade garments in the days to come.

IV. INTERNATIONAL TRADING & MERCHANDISING

The company has carried on with domestic trading in agro- commodities such as soyabean meal, DOC, rice & cattle feed and international & domestic trading in metals such as steel, brass, zinc, copper, ferrous and non-ferrous scrap besides sale of land which was in stock in trade in the last year. This has further improved the liquidity position of the company and the company is hopeful to do better in the near future.

V. LPG CYLINDER ACCESSORIES

The company also manufactures various other LPG Cylinder Accessories such as Cylinder Guards, Neck Rings, Burner Set, Cooker Ring & Adopter.

RECOGNITION & AWARDS

The company is the recipient of FIEO's Niryat Shree Bronze Trophy Award for its excellence in exports.

EEPC INDIA, Eastern Region awarded the company on 25.02.2011 Export Excellence for Star Performer as large enterprise in the product group of other fabricated metal products, exel machinery & equipment for its outstanding contribution to engineering exports during the year 2008- 09 and for the year 2009-10 as well which was received on 20.12.2011 by Shri N. K. Sureka, a director of the company.

The company was alsr represented in the Annual Premier Vendors' Workshop conducted by Bharat Petroleum Corporation Limited held at Mumbai on 04.11.2011 wherein a Trophy for the best performance was awarded to the company which was received by Shri K. M. Pai, a director of the company.

The Indian Council of Small & Medium Exporters (ICSME) has awarded Niryat Shiromani Puraskar to Shri N. K. Sureka, a director of the company and Gold Medal to the company for export performance on 23.03.2007.

The company participated in the ''Haryana State Safety and Welfare Awards Scheme" in the year 2006 and the Directorate of Industrial Safety & Health, Labour Department, Haryana placed on record its appreciation of the management for taking proactive steps by implementing safety, health and welfare schemes for the workers.

AUTOMATION

The company is continuously automizing and upgrading the manufacturing facility to meet the latest technological advancement.

RESEARCH & DEVELOPMENT (R&D)

MUL has its in-house R&D facility and a fully equipped design studio that creates innovative and vibrant designs for towels in line with prevailing international trends and forecasts. The studio is equipped with CAD system and is managed by well known and talented designers. It is also fully capable of designing towels as per the buyer's designs, material and colour specifications.

The management of the company also keeps a tab on the international trends by attending various international fairs & conferences.

The company's continued focus on R&D has resulted in several approvals of its products in developed markets and significant progress in its initiative.

MUL has a complete and integrated towel manufacturing facility which makes its products internationally compatible in terms of quality and price. It also helps to reduce production lead time to a considerable extent.

It is now all set to carve a niche for itself in the competitive international market by exporting world class products.

FORGING NEW RELATIONSHIPS

Having consolidated its infrastructure and strengths, the company is planning to expand and grow its overseas market in times to come. It plans to forge mutually rewarding business associations with its potential clients. For this purpose, it has chalked out an ambitious plan. The management of the company is committed to provide its clients reliable and quality products at competitive prices and thus nurture enduring relationships with them.

The change in the international/local Govt. Policies do have its significant impact on the business of the company in the international as well as local markets, thus, effecting the volume of sales including the exports of the company.

The management is pleased to inform the members that the company currently has an order book of INR 240.00 Crores in hand as at the beginning of the new financial year 2012-13. The company is likely to set a new benchmark in sales for its manufactured products.

RISK & CONCERNS

At MUL, all key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, finance, insurance, shipping, legal and other issues like health, safety and environment.

Cylinders and terry towel products are globally traded commodities and their prices are subjected to international market forces of demand-supply and other factors that influence price volatility. With these two businesses presently accounting for the major proportion of MUL's revenues, changes in global price levels will have an impact on the company's performance.

As per global trend, all labour intensive manufacturing activities are being discontinued in the developed countries and are now shifting to developing countries wherein India is a preferred destination specially of products like Cylinders & Towels. The company is in an advantageous position as far as products manufactured are concerned.

AUDITORS

M/s. Salarpuria & Partners, Chartered Accountants, who retire at the conclusion of this Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Directors recommend that they may be re-appointed as Auditors of the Company for the Financial Year 2012- 13 on such remuneration as is fixed by the Shareholders.

Auditors' observations are explained in various notes on the Accounts and therefore do not call for any further comments.

FOREIGN EXCHANGE EARNINGS AND OUT GO

Rs.in Lacs

2011-12 2010-11

a)Earning in Foreign Exchange F.O.B. 16533.69 7793.82 Value of Exports

b)C.I.F Value of Imports: Materials 1703.44 638.73

Spare Parts 0.05 3.99

Capital Goods 22.39 546.06

c) Expenditure in Foreign Currency:

For Travelling 6.23 9.00

For Commission 1570.70 743.36

For Testing/ Fee - 4.18

Others 553.21 101.29

CONSERVATION OF ENERGY

As the products manufactured by the Company do not fall in the list of industries announced by the Government of India, the information required to be furnished in the prescribed Form 'A' is not required to be given and as such the same is not furnished herewith.

TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT

Particulars of Technology Absorption Research and Development in Form 'B' Nil

EMPLOYEES

As there have been no employees during the year under review who were paid remuneration of Rs. 60.00 Lakh per annum or more, if employed through out the year or Rs. 5.00 Lakh per month and more, if employed for the part of the year, the information as required Under Section 217 (2A) of the Companies Act 1956 is thus not called for.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Banks, Employees as well as Customers for their timely help in smooth functioning of your Company. Your Directors also extend their thanks to all the Shareholders of the Company for their trust and confidence in the Board of Directors of the Company.

By order of the Board of Directors MAURIA UDYOG LIMITED

(V.K.SUREKA) ( N.K. SUREKA) CHAIRMAN MANAGING DIRECTOR

ROOM NO. 107, 1st FLOOR, ANAND JYOTI BUILDING, 41, NETAJI SUBHAS ROAD, KOLKATA-700 001

Date : 28th August, 2012