Home  »  Company  »  Mayur Uniquoters  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Mayur Uniquoters Ltd.

Mar 31, 2015

Dear Members,

Mayur Uniquoters Limited

The directors take pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the audited financial statement for the Financial Year ended March 31st, 2015.

1. FINANCIAL PERFORMANCE

The Company's financial performance, for the year ended March 31st, 2015 is summarised below:

Particulars F.Y. 2014-15 F.Y. 2013-14

Total Income 51,225.78 47,136.15

Total Expenditure 40,535.10 37,962.84

PROFIT BEFORE INTEREST, DEPRECIATION & TAX 10,690.68 9,173.31 (PBIDT)

Less: Interest 179.22 105.92

Less: Depreciation 1,186.02 701.69

PROFIT BEFORE TAX (PBT) 9,325.44 8,365.70

Less: Provision of Taxation Including Deferred Tax 2,735.34 2,685.99

PROFIT AFTER TAX (PAT) 6,590.10 5,679.71

Add: Balance brought forward from previous year 13,424.33 9,729.14

Add: Deferred Tax Liability 210.28 -

Add: Depreciation Reversed 42.03 -

Profit Available For Appropriation 20,266.74 15,408.85

Less: APPROPRIATIONS:

Transferred to General Reserve 659.10 568.00

Equity Dividend 1,411.46 1,210.75 (including proposed dividend)

Corporate Tax on dividend 273.84 205.77

Balance carried to Balance Sheet 17,922.34 13,424.33

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

India's macro-economic prospects have strengthened and the country is best positioned among emerging market economies, gaining global investor's attention, says a report by ICICI Bank. The improvement in India's economic fundamentals has accelerated in Financial Year 2014-2015 with the combined impact of a strong government mandate, RBI's inflation focus supported by benign global commodity prices.

India has become a promising investment destination for foreign companies looking to do business here. Mr. Narendra Modi, Prime Minister of India, has launched the 'Make in India' initiative with the aim to give the Indian economy global recognition. This initiative is expected to increase the purchasing power of the common man, which would further boost demand, and hence spur development, in addition to benefiting investors.

In the current economic scenario and looking at the improvement in industrial growth across the globe in all the sectors, Mayur is definitely sure of giving the exemplary performance. Today the companies are operating in the environment where the survival of fittest is the law of land. The major contributing factors towards the success of Mayur is the customer centric approach, ability to analysis and satisfy the demand of the customer, development of the new products, introduction of new ideas resulting into cost reduction and value addition to protect the margin as well as helping the customers to increase their margin.

Mayur is now on the fast track adapting to the change in economic scenario and technological innovations keeping in mind the object of the becoming the global player. Mayur is on the high growth trajectory and is devoted to develop the new value added products to create the textures to dress up the icon globally.

Mayur is one of the largest manufacturers of synthetic leather in India having an installed capacity of 3.05 million linear meters per month. The production during the Financial Year 2014-15 is 23.07 million linear meters as against 21.16 million linear meters in Financial Year 2013-14. In Financial Year 2014-15, the production of 6th coating line from ISOTEX, Italy having a wider a width of 2 meters has resulted in cost reduction through more production with the fixed cost remaining the same. Economic of scales as started kicking up and is expected to increase in near future.

Looking at the 50% increase in production capacity, you must be surprised that how much the company is pretty confident of the future business prospects that the company will be able to use the enhanced capacity. You must be keen to know that the company is in the process of installing the PU plant having the installed capacity of 6,00,000 linear meters per month in the state of Rajasthan. Since the PU plant requires the lot of water and Rajasthan being the dry state/dry zone, therefore the use of the ground water is not allowed hence an application have been moved with the government of Rajasthan for their approval for the usage of the waste water of near by town called rengus the approval of which is expected in the near future.

Your company has delivered the good performance in the Financial Year 2014-15 with the revenue growth of 8.68% with the total revenue of Rs. 51,225.78 lacs during the Financial Year 2014-15 and profit after tax stand at Rs. 6,590.10 lacs with growth of 16.03%

Consumption growth in India has been growing during the last few years across all the segments with the

rising disposable income and improved standard of living which we believe that it will continue to surge in the years to come.

Mayur is one of the company from India supplying to the US automotive giants which has led to the exponential growth in the export segment. Higher realization as the result of higher value added products have also lead to higher EBIDTA margins.The company is in the process exploring the new markets as well as to explore the new avenues and new segments with the aim to increase it's global presence leading to the increasing in the margins.

The company acknowledges the importance of the plant and employees as the base behind the success of the company. Your company believes that it's the teamwork of the employees which have enabled the company to reach the new heights. The company is committed to work together keeping in full trust on each other and to make all the full faith efforts to keep itself in the high growth trajectory to achieve newer heights.

3. DIVIDEND

Mayur has always strived to maintain a balance by providing an appropriate return to the shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans. Mayur has a well-defined dividend policy which ensures good and healthy return to its members.

Your directors are pleased to recommend a final dividend of 16% (i.e Rs.0.80/-) on 4,62,77,600 equity shares of Rs 5/- each. The company had distributed first interim dividend of Rs. 0.70/- per equity share of Rs. 5/- each in August 2014. The second interim dividend of Rs. 0.75/- and third interim dividend of Rs. 0.80/- were paid on the equity shares of Rs 5/- each in November 2014 and February 2015 respectively.

Thus, the aggregate payout as a dividend will be Rs. 141 1.46 lacs excluding dividend distribution tax of Rs. 273.84 lacs

4. TRANSFERTO RESERVES

We propose to transfer Rs. 659.10 lacs to general reserve during the financial year ended March 31st, 2015.

5. SHARE CAPITAL

- Company has increase its authorized share capital from Rs. 25 crores to Rs. 86 crores by creating 15,25,000 compulsory convertible participating preference shares (CCPPS) of face value of Rs. 400 each.

- Further during the year, company has issued and allotted 14,86,000 Compulsory Convertible Participating Preference Shares (CCPPS) of Rs. 400 each at a premium of Rs. 71.06. However, as on the date of this report the said CCPPS got converted into the 29,72,000 equity shares of the company of face value of Rs. 5 each on the terms of its issue.

- The members in the extra ordinary general meeting held on 22.03.2014, had approved the issue of bonus shares in proportion of 1:1 and consequently the paid up share capital of the company has increased accordingly and the Board of Directors in their meeting held on 03.04.2014 had issued bonus shares to the shareholders of the company.

- As on the date of this report and consequent to conversion of CCPPS into equity shares of the company, the paid up share capital stood at Rs. 23,1 3,88,000/-

6. NOS. OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 8 (eight) board meetings were convened and held on the dates as mentioned below in the table. Other details pertaining to attendance at the meetings are given in the corporate governance report attached with this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the listing agreement:

Date of the meeting 03/04/2014 28/04/2014 30/04/2014 23/05/2014 26/07/2014 12/08/2014 12/11/2014 12/02/2015

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Enhancing the competencies of the board and attracting as well as retaining talented employees for role of KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. While recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

- assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

- the extent to which the appointee is likely to contribute to the overall effectiveness of the board, work constructively with the existing directors and enhance the efficiencies of the company;

- the skills and experience that the appointee brings to the role of KMP/Senior official and how an appointee will enhance the skill sets and experience of the board as a whole;

- the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee's ability to exercise independent judgment;

- APPOINTMENT OR RE-APPOINTMENT

- In accordance with the provisions of the Companies Act, 2013 and the articles of association of the company, Mr. Arun Kumar Bagaria, Executive Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

- During the Financial Year 2014-2015, Mr. Manav Poddar, Executive Director of the company who retired by rotation, have been re-appointed at the Annual General Meeting of the company held on 16.09.2014.

- Apart from this, Mrs. Tanuja Agarwal, who was inducted in the Board as an additional director w.e.f. 26.07.2014 have also been regularised in the aforesaid Annual General Meeting held on 16.09.2014.

- Also, Mr. Prahalad Sahay Jangid, has been appointed as, chief financial officer with effect from 12.08.2014.

As required under clause 49 of the listing agreement with the stock exchanges, the relevant details of director retiring by rotation and seeking re-appointment at the ensuing AGM are furnished as annexure to the Notice of AGM.

- DECLARATION BY INDEPENDENT DIRECTOR

The board of the company consists of 7 directors out of which the four (4) are the Independent directors as per the requirement of the provision of section 149(6) of the Companies Act, 2013. The Independent Directors viz. Mr. Rameshwar Pareek, Mr. Kanwarjit Singh, Mr. B.L. Bajaj and Mrs. Tanuja Agarwal have affirmed that they continue to meet all the requirements specified under sub- section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of Mayur Uniquoters Limited.

- FORMAL ANNUAL EVALUATION

The evaluation/assessment of the directors, KMPs and the senior officials of the company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The company has devised a Policy for performance evaluation of independent directors, board, committees and other individual directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The company have also engaged the professionals for looking at the best practices prevalent in the industry and advising with respect to evaluation of board members. On the basis of recommendations of the professionals and the policy for performance evaluation of independent directors, board, committees and other individual directors, a process of evaluation was followed by the board for its own performance and that of its committees and individual directors.

The details of programmes for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company and related matters have been elaborately devised by the top management and efforts are being made to create the awareness about the same.

8. PARTICULARS OF EMPLOYEES

The details of employees employed by the company falling within Section 197 read with Rule, 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under.

Notes:

1. Remuneration comprises salary, house rent allowance, reimbursement of medical expenses and other perquisites & allowances.

2. Mr. Suresh Kumar Poddar, Mr. Manav Poddar and Mr. Arun Kumar Bagaria are related to each other.

3. Nature of employment of Mr. Suresh Kumar Poddar, Mr. Manav Poddar, Mr. Arun Kumar Bagaria and Mr. Ramdas U Acharya is contractual.

4. Mr. Ramdas U Acharya, his spouse and dependent children do not hold any shares of Mayur Uniquoters Limited within the meaning of 1 34 of the Companies Act 201 3.

5. Mr. Suresh Kumar Poddar holds 1,61,14,312 equity shares of the company as on 31st March 2015.

6. Mr. Manav Poddar holds 72,65,912 equity shares of the company as on 31st March 2015.

7. Mr. Arun Kumar Bagaria holds 6,00,000 equity shares of the company as on 31st March 2015.

9. STATUTORY AUDITOR

M/s Madhukar Garg & Co., Chartered Accountants (Firm Registration No. 000866C) the statutory auditors of the company were appointed as statutory auditors of the company pursuant to resolution passed by the shareholders at the 21st Annual General Meeting held on 16.09.2014 for a term of three years according to Section 139 and 142 of Companies Act, 2013. Their appointment is subject to ratification at the ensuing Annual General Meeting. They have confirmed their

eligibility under the Act and that they are not disqualified.

- AUDITOR'S REPORT

The qualification/ observations of the auditors given in the Auditor's Report are self-explanatory and have been explained/ clarified, wherever necessary, in the notes to the Financial Statements.

10. SECRETARIAL AUDITOR

In consonance with the requirements of section 204 of the Companies Act, 201 3 and rules made thereunder, M/s V. M. & Associates, Company Secretaries in practice, Jaipur, was appointed to conduct the secretarial audit of the company for the Financial Year 2014-15.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in practice, Jaipur as secretarial auditor of the company to carry out secretarial audit of the Company for the financial year 2015-16.

- SECRETARIAL AUDITOR'S REPORT

An audit report issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given in Annexure 1 to this Report.

The secretarial audit report for the financial year ended 31st March, 2015 is self-explanatory and have been explained/ clarified, wherever necessary.

1 1. COST AUDITORS

In accordance of provisions of Section 148 of the Companies Act, 2013, The Board of Directors of the Company has appointed M/s. Pawan Gupta & Associates, Cost Accountants, as the cost auditor of the company for the year ended March 31st, 2015.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Pawan Gupta & Associates, Cost Accountants have been re-appointed as cost auditors to conduct the audit of cost records of your company for the Financial Year 2015-16. The remuneration proposed to be paid to them requires ratification of the shareholders of the company. In view of this, your ratification for payment of remuneration to cost auditors is being sought at the ensuing AGM.

- COST AUDITOR'S REPORT

The audit report of the cost auditor of the company for the year ended March 31st, 2015, will be submitted to the central government in due course.

12. AUDIT COMMITTEE

The company has constituted the audit committee in line with the provision of the Companies Act, 2013 and the listing agreement entered by the company with the stock exchanges. As on 31st March, 2015 the audit committee consist of 5 members out of which the 4 are the independent directors. The details of the composition of the audit committee along their meetings held/attended have been given elsewhere in the corporate governance report.

13. NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The company has constituted the Nomination & Remuneration Committee in line with the provision of the Companies Act, 2013 and the listing agreement entered by the company with the stock exchanges. As on 31st March, 2015 the nomination & remuneration committee consist of 5 members in which 4 are the Independent directors.The details of the composition of the Nomination & Remuneration Committee along their meetings held/ attended have been given in the corporate governance report.

The policy formulated by Nomination & Remuneration Committee on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified u/s 178(3) of the Companies Act, 201 3 and same was approved by the Board of Directors of the company

The board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

- MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been provided in Annexure II to this report.

14. CODE OF CONDUCT

The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

15. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the company has formulated and implemented a comprehensive code of conduct for prevention of insider trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Mayur.

16. VIGIL MECHANISM

The company has established a whistle blower policy which also incorporates a vigil mechanism in terms of the listing agreement for directors and employees commensurate to the size and the business of the company to promote ethical behavior in all its business activities and to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. Under the said mechanism, the employees are free to report violations of applicable laws and regulations and the code of conduct. It also provides for adequate safeguards against the victimization of persons who use such mechanism.

17. RISK MANAGEMENT POLICY

During the year, your directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the company's enterprise wide risk management framework and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives.

The Risk management framework of the company seeks to minimize adverse impact of risks on our key business objectives and enables the company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the company will be unable to meet its financial commitment to a Bank/ financial institution in any location, any currency at any point in time. liquidity risk can manifest in three different dimensions for the company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the company's financial condition. The short term/ immediate impact of changes in interest rates are on the company's net interest income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the company arising out of all repricing mismatches and other interest rate sensitive positions.

The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The company's management systems, organisational structures, processes, standards, code of conduct and behaviours together form the Mayur Management System (MMS) that governs how the Group conducts the business of the company and manages associated risks.

The company has introduced several improvements to Integrated Enterprise risk management, internal controls management and assurance frameworks and processes to drive a common integrated view of risks,

optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across group wide risk management, internal control and internal audit methodologies and processes.

18. EXTRACT OF ANNUAL RETURN

Relevant extract of annual return as on the Financial Year ended on March 31st, 2015 is given in Annexure III to this Report.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

In Mayur, the corporate audit division headed by chief financial officer who continuously monitors the effectiveness of the internal controls with an objective to provide to the audit committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organization's risk management, control and governance processes.

The division also assesses opportunities for improvement in business processes, systems & controls; provides recommendations, add value to the organization and follows up on the implementation of corrective actions and improvements in business processes after review by the audit committee and Senior Management.

The scope and authority of the corporate audit division is designed in a manner that the audit plan is focused on the following objectives:

- All operational and related activities are performed efficiently and effectively.

- Significant financial, managerial and operating information that is relevant, accurate, and reliable is provided on time.

- Review of identification and management of risks in consultation with the Risk Management Committee.

- Resources are acquired economically, used efficiently and safeguarded adequately.

- Employees' actions are in accordance with the company's policies and procedures, Mayur's code of conduct and applicable laws and regulations.

- Significant legislative and regulatory provisions impacting the organization are recognised and addressed appropriately.

- Opportunities identified during audits, for improving management control, business targets and profitability, process efficiency and the organization's image, are communicated to the appropriate level of management.

- Shareholders' and other stakeholders' wealth is preserved, protected and enhanced.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. DEPOSITS

In the beginning of the Financial Year 2014-15, there were no deposits lying with the company and further it is clarified that no money have been received which fall under the category of deposits during the Financial Year 2014-15.

21. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer to Note 14, 16 & 20 to the financial statement).

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC-2. Annexure IV to this report.

23. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchanges. The company obtained a certificate from the auditors regarding compliance with clause 49 of the listing agreement and certificate has been annexed with the Board's Report.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at workplace The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 have been notified on 9th December, 201 3. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

Company has adopted a policy for prevention of sexual harassment of women at workplace and has set up committee for implementation of said policy. During the year company has not received any complaint of harassment and at the end of the year no complaint which need to be resolved.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a corporate social responsibility policy (CSR Policy) indicating the activities to be undertaken by the company, which has been approved by the Board.

The key philosophy of all CSR initiatives of the company is guided by three core commitments of scale, impact and sustainability.

The CSR initiatives of Mayur were marked by unrelenting commitment to several large scale key projects as well as initiation of several new projects identified under the 10 focus areas of Mayur.

Activities included by Mayur in corporate social responsibility policies relating to:—

(i) Reducing child mortality and improving maternal health;

(ii) Promotion of education;

(iii) Promoting gender equality and empowering women;

(iv) Eradicating extreme hunger and poverty;

(v) Combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases;

(vi) Ensuring environmental sustainability;

(vii) Employment enhancing vocational skills;

(viii) Social business projects;

(ix) Contribution to the Prime Minister's National Relief Fund or any other fund set up by the central government or the state governments for socio- economic development and relief and funds for the welfare of the scheduled castes, the scheduled tribes, other backward classes, minorities and women; and

(x) Rural development projects.

During the financial year 2014-15, Rs. 44.54 lacs was incurred on account of expenditure towards CSR. Details of the same is given in this report in Annexure V

26. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to section 134 of The Companies Act, 2013 read with Rule of the Companies (Accounts) Rules, 2014 is given in Annexure VI to this report.

27. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Company has always provided an amicable atmosphere for work to all sections of the society. Mayur is committed to respect universal human rights. The Company puts emphasis in providing equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities.

Mayur is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

The Company's expanding its commitment towards neighboring communities to improve their cultural, economic, educational, and social well-being.

28. ENVIRONMENT

Mayur has taken several environmental initiatives for various issues like conservation, preservation and restoration of biodiversity. The Company makes efforts to minimize the environmental impact of its operations and its products through the adoption of sustainable practices and continuous improvement in environmental performance.

The Company strives to contribute to environmental sustainability through developing and offering resource efficient and environmentally friendly products to the customers.

Mayur has set up water recycling and rain harvesting facilities at its plant sites. As an integral part of its initiative to protect the environment, the Company monitors waste generation, emission of green house gases, effluents, quality of air, etc. at the plant sites.

The management works to attain the goals like becoming carbon neutral, water positive and developing green zones in and around our manufacturing plants and offices. Mayur aspires for setting up an innocuous environment by working on standards that are aligned to international standards like ISO 9001.

29. HEALTH AND SAFETY

Mayur has always taken promising steps towards health and safety through its policy, which focuses on people, technology and facilities, supported by the management commitment as their prime drivers. The dedicated "Safety Management Team" is working toward the prevention of man machine and material Incidents at corporate & unit level and to educate and motivate the employees about the Safety, Occupational & Environmental Policy (SH&E). The safety, occupational & health of its employees are embedded as core organizational values of the company. The company strives to ensure the health, safety and security of employees, contractors and others affected by business operations. The company's Safety, Occupational & Environmental Policy (SH&E) supports the development of a health and safety culture based on the principal that prevention is better than cure.

As a guiding principle, the company wants to do business with suppliers who have implemented health and safety management systems that are aligned to international standards like OHSAS 18001. The contractors and service providers are required to comply with the company's health and safety standards, as applicable. Their competence and capability to undertake the tasks in a safe and healthy way must be assessed against agreed standards set in advance of the contract.

By adopting such strategies, your company not only maintains a safe and secured working environment but also saves on huge costs of compensation by purging on accidental risks.

30. MANAGEMENT DISCUSSION AND ANALYSIS

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

31. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 201 3, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31st, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b) the directors 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 and loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and;

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

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 16.09.2014), with the Ministry of Corporate Affairs.

Secretarial Auditor & Statutory Auditor have observations regarding delay in transfer of amount to IEPF by the company and which was complied with.

33. LISTING OF SHARES

Your Company's shares are listed at BSE Limited and National Stock Exchange Limited and the listing fee for the year 2015-16 has been duly paid.

34. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the bankers, central & state government, local authorities, client, vendors, advisors, consultants, associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Mayur Family.

To them goes the credit for the Company's achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

For and on behalf of the Board

S/d Date: 12th June 2015 Suresh Kumar Poddar Place: Jaitpura (Jaipur) Chairman and Managing Director & CEO DIN: 00022395


Mar 31, 2014

Dear Members,

Mayur Uniquoters Limited

The Directors have pleasure in presenting the Twenty First Annual Report together with the audited accounts for the year ended on 31st March, 2014.

1. FINANCIAL PERFORMANCE (Rs in Lacs)

Particulars 2013-14 2012-13

Total Income 47136.15 38327.47

Total Expenditure 37962.84 31301.52

PROFIT BEFORE INTEREST, DEPRECIATION ANDTAX (PBIDT) 9173.31 7025.95

Less: Interest 105.92 91.05

Less: Depreciation 701.69 517.00

PROFIT BEFORE TAX (PBT) 8365.70 6417.90

Less: Provision of Taxation Including Deferred Tax 2685.99 2055.35

PROFIT AFTER TAX (PAT) 5679.71 4362.55

Add: Balance Brought Forward From Previous Year 9729.14 6907.50

Profit Available For Appropriation 15408.85 11270.05

APPROPRIATION:

Transferred To General Reserve 568.00 437.00

Equity Dividend (including Proposed Dividend) 1210.75 947.31

Corporate Tax On Dividend 205.77 156.60

Balance Carried To Balance Sheet 13424.33 9729.14

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. STATE OF COMPANY'S AFFAIRS

Members are aware that during the FY 14, the general economic growth of the country was at the lowest over the last few years. The Indian economy had a retarded growth during the FY - 14 which was mainly on account of significant decline in domestic investment, unfavourable macro economic situation and rising global uncertainly. FY 14 is the second terrible year for the economy due to slow down in the Indian economy as the result of liquidity crunch across the globe has slowed down the Industrial growth across all the sectors. Even in this environment there are some companies which has shown the exemplary performance and Mayur is one of them. Today the companies are operating in such a marketplace where the survival of the fittest is the law. The major contributing factors for such all round performance across all the geographies and industry verticals was the Company's customer- centric approach and its ability to develop customer specific products, focus on pricing especially on the cost reduction to protect the margins, disciplined and timely execution of complex projects .

Mayur is now on the fast track adpting to changing economic scenario, business conditions, customer preferences, technological innovations, leading to be the global player. Your Company is now focused on its core business objective i.e. growth, cost reduction, profitability and asset efficiency. Mayur has capitalized on the opportunities and has made the stellar achievements. Mayur is now on a high growth trajectory and is ready to move into the new era of expansion and growth with much more confidence with the firm commitment to create the textures to dress up the icons globally.

Mayur is one of the largest manufacturers of synthetic leather in India with an installed capacity of 2.45 million linear meter per month. The production during FY 14 was 21.68 million linear meters as against 18.00 million linear meters in the previous year. In FY 14 the company commenced the production of its 5th Coating line Matex from Italy having the wider width of 170 cms. The biggest advantage of this wider width coating line is that it lead to cost reduction through more production with the fixed cost remaining the same. Economies of scale are kicking up with fixed costs spreading over increasing volumes.

The backward integration in the field of Knitted fabric has already lead to the cost reduction in through the reduction in export rejections thus leading to the increased margins.

The product mix has been changing with the shift to higher value-added products, leading to better realisations.

The company is in the process of installing the 6th coating line ISOTEX from Italy . The machine will be having the wider width of 190 centimeters. The production is expected to commence from November 2014. This will make Mayur, the only company having production capacity with such wider width. The said line will add another capacity of 600,000 linear meters per month leading to increase in the capacity to 3.05 linear meters per month.You may be surprised to know that even in this economic scenario the company is thinking of increasing the capacity by more than 50%, being confident of the future business prospects. Your company is also in the process of installing the PU Plant with the capacity of 6,00,000 linear meters per month. An application has been moved to the Rajasthan government for their approval which is expected in the near future.

Your Company has delivered the outstanding perferomance in the FY 14 with the growth of 23 % revenue growth with the total revenue of Rs. 471.36 crores during the FY 14.

Consumption growth in India has been growing over the last five years across all the segments with the rising disposable income and improved standard of living which we believe that it will continue to surge in the years to come.

Mayur is currently exporting to Ford (USA) and Chrysler (USA), which has lead to exponential growth in the export segment. Higher Realisation from the exports of the high value added products have also lead to higher EBITDA margins and with the company exploring the new markets and segments globally and with the fifth coating line specifically dedicated to export and knitted fabric plant running on the full fledged production capacity, we expect the export sales to surge in the years to come.

Your Company recognizes the importance of the plant and employees as the pillars behind the success of the company. Your company believe that it's the teamwork of the management and the employees of the company which have enabled the company to reach the new heights. The company is committed to work together keeping in full trust on each other and to make all the full faith efforts to keep the Mayur on the high growth trajectory to achieve newer heights.

Mayur has been gearing its up to capitalize the unearthed opportunities in the synthetic leather Industry by increasing its installed capacities, adopting the newer and the latest technologies, newer innovations & development of the new process, widened its product range, expanding the marketing network. We are definitely confident enough that it will take the Mayur the next generation companies. We at Mayur believe that business today is the company and customer partnership. If we make the customer grow, the company will grow with them and Mayur follows this ideology. This has enabled the Mayur to have a well diversified customer base and to be a reliable sourcing partner for its customers.

Your Company also recognizes its moral responsibility to fulfill its promises, justify its investments and reward its shareholders for every penny that they have invested in Mayur.

3. RESERVES

The Board has transferred Rs. 568/- Lacs to the General Reserves for the FY 14, in compliance with the relevant provisions of the applicable Companies Act.

4. DIVIDEND

Mayur has always strived to maintain a balance by providing an appropriate return to the shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans. Mayur has a well defined dividend policy which ensures the availability of sufficient distributable income to its members. The first interim dividend of Rs. 2.25/- per share was paid on the face value of Rs 10/- each. The second interim dividend of Rs. 1.25/- and third interim dividend of Rs. 1.40/- were paid on the equity shares of the face value of Rs 5/- each. The Board has also recommended the final dividend of 17% (i.e Rs.0.85/-) on 4627700 equity shares of Rs 5/- each (including the dividend entitlements of the CCPPS Holders).Thus the aggregate payout will be Rs. 1210.75 Lacs excluding dividend distribution tax of Rs. 205.77 Lacs.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred the required amount during the year to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 205(C) the Companies Act, 1956 The said amount represents unclaimed dividend pertaining to financial year [2005-06 and 2006-07] which was lying in unpaid dividend account of the Company for a period of seven years.

5. MATERIAL CHANGES AND COMMITMENTS

Mayur is the leader in the manufacturer of the synthethic leather industry with installed capacity of 2.45 million linear meters per month translating into an annual capacity of 29.40 million linear meters per month.

With rise in the disposable income of the consumers coupled with the issues like animal cruelty, pollution, low supply of natural leather, and its high price, the demand for artificial leather is augmenting and will continue to rise in future Earlier the inferior technology was the major road block in the growth of the synthetic leather industry but now with the introduction of the modern technology and innovations in the process and the products are taking the industry forward with the similar feel and look of the natural leather.The synthetic leather is more versatile and is fast replacing natural leather in a number of industries being more price competitive and can be developed according to the customer specification. Growth in the industry will be fuelled by factors such as:

(1) natural leather perceived as anti-animal, resulting in higher demand for artificial leather;

(2) low manufacturing cost of synthetic leather compared with natural leather; and

Synthetic leather is used in industries such as footwear, automobile seats, furnishings, sports goods, ladies' bags, and a number of fashion accessories. Mayur supplies synthetic leather to both domestic as well as overseas customers.

Mayur derives more than 50% of its revenue from the organized footwear industry serving marquee clients such as Bata, Action, Liberty, Relaxo, Lancer, Paragon and VKC Group. Even though the per capita footwear consumption in India has gone up but it is still much below the average per capita footwear consumption in developed countries.

The domestic footwear market is driven by growing fashion consciousness together with increase in disposable income among India's urban middle class which contributes about major share of overall footwear market, making India the second-largest global producer of footwear across varied segments after China.

The company also caters to the auto industry (both domestic and global OEMs) as well as the replacement market. Mayur caters to all large manufacturers in automotives including Ford (India),General Motors (India), M&M, Maruti, Tata, Eicher Motors, Honda Motorcyle and Scooters Limited, and global OEMs such as Ford (USA) and Chrysler (USA). The Automotive segment is the second largest contributor to revenues after the footwear segment. The company is focusing on exports and replacement market.

Mayur has been consistently adding capacities and modernizing the existing facilities to meet the growing demand of user industries and at the same time has consciously chosen to concentrate on segments that need value addition, ensuring better margins.

Raw material constitutes approx 70% of sales. The suppliers of raw material to the synthetic leather industry are some of the biggest players in the world. They set the prices based on the demand equation and crude situation however the good part of the price hike is generally passed to the customers though with a lag.

Further, Mayur is working on minimum inventory of raw material and finished goods so as to keep the cost of the production lowest to the extent possible. Your Company don't believe to deal in the inventory of the finished goods. The manufacturing plans are taking according to the orders placed by the customers. Your Company hired the team of consultants and is laying emphasis in the field of research & development, Total Quality Management (TQM), Total Productive Maintenance (TPM) & TS- 16929.

6. CAPITAL STRUCTURE

During FY 14, the company increased its authorized capital from Rs. 12,00,00,000 to Rs. 25,00,00,000 to accommodate the increase in the paid up share capital as a result of the issue of Bonus shares in the proportion of one (1) new equity share ("Bonus Share") of Rs 5/- each for every one (1) existing fully paid up equity share of Rs. 5/- each. The paid up capital of the company was Rs. 1,082.64 Lacs as on 31st March 2014 which has increased to Rs 2,165.28 Lacs as the result of the allotment of the Bonus shares on 03rd April, 2014.

7. DIRECTORS

Retire by Rotation

Mr. Manav Poddar, Director of the Company whose period of office is liable to retire by rotation pursuant to applicable provisions of Company Act and Article 139 of the Article ofAssociation of the Company retire by rotation and being eligible offer themselves for reappointment.

Further, Mr. Rameshwar Pareek, Mr. Kanwarjit Singh and Mr. B.L. Bajaj who were appointed as a Director liable to retire by rotation and whose term expires at this Annual General Meeting seek your support in confirming their appointment as Independent Directors of the Company not liable to retire by rotation and to hold office for a term of five years commencing from 1 st April, 2014 upto 31 st March, 2019.

A brief resume and other information required under clause 49 of the listing agreement is included in the Annual Report / Notice of Annual General Meeting. The Board recommends their re-appointment.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors confirmed that:

1. in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanations to material departure;

2 the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March 2014 and the Company's profit & loss for the year ended on that date;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a "going concern basis."

9. LISTING OF SHARES

Your Company's shares are listed at Bombay Stock Exchange Limited and National Stock Exchange Limited and the listing fee for the year 2014-15 has been duly paid.

10. FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or employees during the period under the review.

11. AUDITORS AND AUDITORS'REPORT

M/s Madhukar Garg & Co., Chartered Accountants, having FRN 000866C the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company had received a letter from M/s Madhukar Garg & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits of the Companies Act (as amended from time to time) and that they are not disqualified for such re-appointment within relevant provision of the companies act (as amended from time to time).

The qualifications/observations of the Auditors are self- explanatory and have been explained/ clarified wherever necessary in appropriate notes to financial statements.

12. COST AUDIT

The Board of Directors of the Company appointed M/s. Pavan Gupta & Associates, Cost Accountants, as the cost auditor of the company for the year ended March 31,2014. The audit report of the cost accounts of the Company for the year ended March 31st, 2014, will be submitted to the Central Government in due course.

13. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchanges.A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

14. PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, in respect of the employees of the Company is provided in the Annexure-I forming the part of this report. In terms of Section 219(1) (b) (IV) of the Act, the report and account are being sent to the members and others entitled thereto including the aforesaid annexure. The

annexure is also available for inspection by members at the registered office of the Company during the business hours on working days upto the date of the ensuing Annual General Meeting and if any member is interested in obtaining the copy thereof such member may write to the Company Secretary whereupon a copy would be sent.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on the conservation of energy, technology absorption and foreign currency earning & outgo is required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto marked as Annexure-II and forms the part of this report.

16. EQUAL OPPORTUNITY TO ALL THE EMPLOYEES

The Company has always provided a congenial atmosphere for work to all sections of the society.Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment.The Company provides opportunities to all its employees to improve their skills and capabilities. The Company's commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

17. SECRETARIAL COMPLIANCE REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company had appointed V.M. & Associates, Company Secretaries, to conduct secretarial audit on compliances of the Company. The Secretarial Compliance Report for the financial year ended on 31st March 2014 is provided in the annual report.

18. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading by its management and employees.The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Mayur.

19. ENVIRONMENT

Over the years, Mayur has taken several environmental initiatives for the conservation, preservation and restoration of biodiversity.Your Company is committed to minimizing the environmental impact of its operations and its products through the adoption of sustainable practices and continuous improvement in environmental performance.

The Company endeavors to significantly contribute to environmental sustainability through developing and offering resource efficient and environmentally friendly products to the customers.

Your Company has set up water recycling and rain harvesting facilities at its plant sites. As an integral part of its initiative to protect the environment, your Company monitors waste generation, emission of green house gases, effluents, quality of air, etc at the plant sites.

The management is committed to attain goals like becoming water positive, carbon neutral and developing green zones in and around our manufacturing plants and offices. Mayur aspires for setting up an innocuous environment by working on standards that are aligned to international standards like ISO 9001.

20. HEALTH AND SAFETY

Mayur has renewed its commitment toward health and safety through its policy, which focuses on people, technology and facilities, supported by the management commitment as their prime drivers.The dedicated "Safety

Management Team" is working toward the prevention of man machine and material Incidents at corporate & unit level and to educate and motivate the employees about the Safety, Occupational & Environmental Policy (SH&E). The safety, occupational & health of its employees are embedded as core organizational values of the company. The company strives to ensure the health, safety and security of employees, contractors and others affected by business operations. The company's Safety, Occupational & Environmental Policy (SH&E) supports the development of a health and safety culture based on the principal that prevention is better than cure.

As a guiding principle, the company wants to do business with suppliers who have implemented health and safety management systems that are aligned to international standards like OHSAS 18001. The contractors and service providers are required to comply with the Company's health and safety standards, as applicable. Their competence and capability to undertake the tasks in a safe and healthy way must be assessed against agreed standards set in advance of the contract.

By adopting such strategies, your Company not only maintains a safe and secured working environment but also saves on huge costs of compensation by purging on accidental risks.

21. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State government, Local Authorities, Client, Vendors,Advisors, Consultants,Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Mayur Family.

To them goes the credit for the Company's achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

For and on behalf of the Board

S/d Date: 26th July 2014 Suresh Kumar Poddar Place: Jaitpura (Jaipur) Chairman and Managing Director & CEO


Mar 31, 2013

To, Dear Members of Mayur Uniquoters Limited

The Directors have pleasure in presenting the Twentieth Annual Report together with the audited accounts for the year ended on 31 st March, 2013.

I. FINANCIAL PERFORMANCE (Rs in Lacs)

Particulars 2012-13 2011-12

Total Income 38327.47 31909.37

Total Expenditure 31301.52 26526.76

PROFIT BEFORE INTEREST, DEPRECIATION AND TAX (PBIDT) 7025.95 5382.61

Less: Interest 91.05 77.06

Less: Depreciation 517.00 387.29

PROFIT BEFORETAX (PBT) 6417.90 4918.26

Less: Provision of Taxation Including Deferred Tax 2055.35 1581.20

PROFIT AFTERTAX (PAT) 4362.55 3337.06

Add: Balance Brought Forward From Previous Year 6907.50 4754.22

Profit Available For Appropriation 11270.05 8091.28

APPROPRIATION:

Transferred To General Reserve 437.00 333.71

Equity Dividend (including Proposed Dividend) 947.31 730.78

CorporateTax on Dividend 156.60 119.29

Balance Carried To Balance Sheet 9729.14 6907.50

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. STATE OF COMPANY''SAFFAIRS

Currently in India, the national economy and marketplace is undergoing rapid changes and transformation. The volatility in the macroeconomic environment during the FY 13 continued to cast its shadow and most of the markets where Mayur operates, were impacted.Today the companies are operating in such a marketplace where the survival of the fittest is the law. Even in this environment, the Company recorded an exemplary financial performance .The major contributing factors for such all round performance across all the geographies and industry verticals was the Company''s customer-centric approach and its ability to innovate customer specific products, focus on pricing, disciplined execution of complex projects and the rigor in following strong internal processes.

Changing economic scenario & business conditions, evolving consumer preferences, rapid technological innovations & adoption and globalization are driving Mayur to transform the manner in which they operate. Your Company is now focused on its core business objective i.e. growth, profitability and asset efficiency. FY 13 has been a year of challenges and stellar achievements. Mayur has shown resilience and has capitalized on the opportunities. Mayur is now ready to move with more confidence into a new era of vigorous growth and expansion.The way forward will be to consolidate, strengthen, expand and grow business with the firm commitment to create texture for every idea for dressing up the icons globally.

Mayur is one of the largest manufacturers of synthetic leather in India with an installed capacity of 1.85 million linear meter per month. The production during FY 13 was 18.00 million linear meters as against 15.70 million linear meters in the previous year. The Company and its employees on September, 28* 2012 celebrated the launch of production of new Knitted fabric Unit at Dodhsar plant With state of the art knitting machines from Terrot and Mayer & CIE Germany, interlocking Knitting Machine from Fukuhara, Japan and a brand new Stenter from Bruckner, Germany, the plant is housed in the building of 75000 sq feet

The biggest advantage with backward integration would be availability of good quality knitted fabric which is the basic raw material for the production of synthetic leather.This would support production of high quality products, thereby reducing rejections and increasing margins.

Economies of scale are kicking up with fixed costs spreading over increasing volumes.The commencement of production of knitted fabric for captive consumption has lead to the increased realisation.The product mix has been changing with the shift to higher value-added products, leading to better realisations.

Mayur is also in the process of installing the fifth coating line which is expected to be commissioned by November 2013 .The said line will be totally dedicated to meet the escalating export demand. This will add another capacity of 600,000 linear meters per month.

The Company has been able to deliver an exemplary performance in FY 13 with a growth of nearly 20% as compared to the previous year, with net sales of Rs. 380.54 crores.

Consumption growth in India has been growing over the last five years across all the product categories.We expect this consumption surge to continue going forward driven by rising disposable income & improved standard of living.

Mayur is currently exporting to Ford (USA) and Chrysler (USA), which has lead to exponential growth in the export segment. Higher sales contribution coming from export of the value added products have also lead to higher EBITDA margins for the Company and with the capacity expansion and the knitted fabric plant coming on stream, we expect the sales to surge in the coming future.

Your Company recognizes the importance of the plant and workforce as the new pillars to the future success of the Company. We believe that success of the plant depends on team work of the employees and the management. We are on a high growth trajectory; we must continue to put our trust in each other and make true, full-faith efforts to achieve new heights together

Mayur has been gearing itself since last couple of years to take advantage of the increasing demand of synthetic leather. It has created large-scale capacities with backward integration, adopted modern technologies, widened its product range and created a flexible set- up to quickly adapt its products to the changing customer needs. Its integration and scale of operation enables the company to produce high quality products at most competitive prices in the lowest lead times. It has a well diversified customer base and has become a reliable sourcing partner for its customers.

Your Company also recognizes its moral responsibility to fulfill its promises, justify its investments and reward its shareholders for every penny that they have invested in Mayur.

3. RESERVES

The Board has transferred Rs. 437.00 Lacs to the General Reserves for the FY 13, in compliance with the relevant provisions of the Companies Act, 1956.

4. DIVIDEND

Mayur has always strived to maintain a balance by providing an appropriate return to the shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and sustain the future growth. Mayur has a concerted dividend policy which ensures the availability of sufficient distributable income to its members.Your Company has paid 3 (Three) interim dividends aggregating to Rs. 6 per equity share of Rs 10/- each (i.e. 60%) during the financial year ended on 31st March 2013. The Directors are pleased to recommend the final dividend of 35% (Rs. 3.50/- per equity share of Rs 101- each). Thus the aggregate dividend for the year FY 13 works out to be 95% (Rs 9.5- per equity share of Rs 10/- each) and the total payout will be Rs. 1103.91 Lacs including dividend distribution tax of Rs. 156.60 Lacs.

5. MATERIAL CHANGES AND COMMITMENTS

Synthetic Leather industry is largely fragmented and unorganized. Unorganized sector accounts for 50% of the market and the balance is catered by organized players including Jasch Industries, Fenoplast, Manish Vinyl, V.K. Polycoats, HR Polycoats and Polynova Industries, among others.

Mayur is the largest of them with a capacity of 1.85 million linear meters per month translating into an annual capacity of 22.20 million linear meters.

With issues like animal cruelty, pollution, low supply, and high price plaguing the leather industry, the demand for artificial leather is augmenting. Earlier, inferior technology was one factor holding back the growth of artificial leather industry. However, with technological advancements and better raw material mix, synthetic leather produced now is much smoother and similar to leather in look and feel.The fabric is versatile and is fast replacing natural leather in a number of industries. Growth in the industry will be fuelled by factors such as:

(1) natural leather perceived as anti-animal, resulting in higher demand for artificial leather;

(2) low manufacturing cost of synthetic leather compared with natural leather; and

(3) tanneries being tarnished for causing pollution.

Mayur supplies synthetic leather to both domestic as well as overseas clients. Synthetic leather is used in industries such as footwear,automobile seats,furnishings, sports goods, ladies'' bags, and a number of fashion accessories.

Mayur derives more than 50% of its revenue from the organized footwear industry serving marquee clients such as Bata, Action, Liberty, Relaxo, lancer, Paragon and VKC Group. The market size of Indian footwear industry is estimated at Rs.300-350bn. India is the world''s second largest footwear producing country, second to China and the third largest market. Even though the per capita footwear consumption in India has gone up from 1.4 footwear a year in 2004 to 2.5 footwear per year in 2012, it is still much below the average per capita footwear consumption of 5.0 in developed countries.

The company also caters to the auto industry (both domestic and global OEMs) as well as the replacement market. Mayur caters to all large manufacturers in automotives including Honda, Maruti, M&M,Tata, Eicher Motors and global OEMs, Ford (USA) and Chrysler (USA).The automotive segment is the second largest contributor to revenues after the footwear industry. The company is focusing on high margin export and replacement market.

The addressable market size for Mayur is estimated at Rs. 4000-5000 crores. Given its profitability, strong balance sheet, free cash flows and dominant competitive position, it is in a strong position to scale up and capitalize the opportunities before it. Mayur has been consistently adding capacities and modernizing the existing facilities to meet the growing demand of user industries and at the same time has consciously chosen to concentrate on segments that need value addition, ensuring better margins.

Raw material constitutes around 70-75% of sales.The suppliers of raw material to the synthetic leather industry are some of the biggest players in the world. They set the prices based on the demand equation and crude situation.The synthetic leather manufacturers are completely dependent and vulnerable to raw material price hikes.The good part of the price hike is generally passed to the customers though with a lag.

Further, Mayur is working on minimum inventory of raw material and finished goods so as to keep the cost of the production lowest to the extent possible.Your Company hired the team of consultants and is laying emphasis in the field of research & development,Total Quality Management (TQM), Total Productive Maintenance (TPM) &TS-16929.

6. CAPITAL STRUCTURE

During FY 13, the company had increased its authorized capital from Rs. 7,00,00,000 to Rs. 12,00,00,000 to accommodate the increase in the paid up share capital as a result of the issue of Bonus shares in the proportion of one (I) new equity share ("Bonus Share") of Rs 10/- each for every one (I) existing fully paid up equity share of Rs. 10/- each.With the bonus issue the paid up capital of the company has increased from 541.32 Lacs to 1,082.64 Lacs.

7. DIRECTORS

Retire by Rotation

Mr. Arun Kumar Bagaria and Mr Manav Poddar, Directors of the Company whose period of office is liable to retire by rotation pursuant to provisions of Company Act, 1956 and Article 139 of the Article of Association of the Company retires by rotation and being eligible offer themselves for reappointment.

A brief resume and other information required under clause 49 of the listing agreement is included in the Annual Report / Notice of Annual General Meeting. The Board recommends their re-appointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that

1. in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanations to material departure;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March 2013 and the Company''s profit & loss for the year ending on that date;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a "going concern basis."

9. LISTING OF SHARES

Your Company''s shares are listed at Bombay Stock Exchange Limited and National Stock Exchange and the listing fee for the year 2013-14 has been duly paid.

10. FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or employees during the period under the review.

11. AUDITORS AND AUDITORS'' REPORT

M/s Madhukar Garg & Co., Chartered Accountants, having FRN 000866C the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company had received a letter from M/s Madhukar Garg & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(IB) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self- explanatory and have been explained/ clarified wherever necessary in appropriate notes to financial statements.

12. COST AUDIT

The Board of Directors of the Company appointed M/S Pavan Gupta & Associates, Cost Accountants, as the Cost Auditor of the Company for the year ended March 31st, 2014. The Audit report of the cost accounts of the Company for the year ended March 3 Ist, 2013, will be submitted to the Central Government in due course. In terms of the circular issued by Ministry of Corporate Affairs, the last date for filing the Cost Audit Report for the year ended March 31st, 2013, with the Central Government is September 27th, 2013.

13. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchanges. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

14. PARTICULARS OF EMPLOYEES

The information required under section 2I7(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, in respect of the employees of the Company is provided in the Annexure-I forming the part of this report. In terms of Section 219(1) (b) (IV) of the Act, the report and account are being sent to the members and others entitle thereto including the aforesaid annexure.The annexure is also available for inspection by members at the registered office of the Company during the business hours on working days upto the date of the ensuing Annual General Meeting and if any member is interested in obtaining the copy thereof such member may write to the Company Secretary whereupon a copy would be sent.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on the conservation of energy, technology absorption and foreign currency earning & outgo as required to be given pursuant to section 217( I )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto marked as Annexure-ll and forms the part of this report.

16. EQUAL OPPORTUNITY TO ALL THE EMPLOYEES

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment.The Company provides opportunities to all its employees to improve their skills and capabilities. The Company''s commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality,ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

17. SECRETARIAL COMPLIANCE REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company had appointed V.M. & Associates, Company Secretaries, to conduct secretarial audit on compliances of the Company.The secretarial compliance report for the financial year ended on 31st March 2013 is provided in the annual report.

18. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive code of conduct for prevention of insider trading by its management and employees.The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Mayur.

19. ENVIRONMENT

Over the years, Mayur has taken several environmental initiatives for the conservation, preservation and restoration of biodiversity. Your Company is committed to minimizing the environmental impact of its operations and its products through the adoption of sustainable practices and continuous improvement in environmental performance.

The Company endeavors to significantly contribute to environmental sustainability through developing and offering resource efficient and environmentally friendly products to the customers.

Your Company has set up water recycling and rain water harvesting facilities at its sites. As an integral part of its initiative to protect the environment, your Company monitors waste generation, emission of green house gases, effluents, quality of air, etc. at the plant sites. Your Company recognizes that the synthetic leather industry is also a contributor to man-made green house gas emissions as the manufacture of synthetic leather unavoidably produces carbon dioxide (C02). One of the key corporate goals which your Company seeks to achieve is to reduce carbon dioxide (C02) emissions per meter of synthetic leather produced.

The management is committed to attain goals like becoming water positive, carbon neutral and developing green zones in and around our manufacturing plants and offices. Mayur aspires for setting up an innocuous environment by working on standards that are aligned to international standards like ISO 9001.

20. HEALTH AND SAFETY

Mayur has renewed its commitment toward health and safety through its policy, which focuses on people, technology and facilities, supported by the management commitment as their prime drivers.The dedicated "Safety Management Team" is working toward the prevention of man machine and material incidents at corporate & unit level and to educate and motivate the employees about the safety, occupational & environmental policy (SH&E).The safety, occupational health & environment of its employees are embedded as core organizational values of the Company.The Company strives to ensure the health, safety and security of employees, contractors and others affected by business operations. The Company''s Safety, Occupational & Environmental Policy (SH&E) supports the development of a health and safety culture based on prevention.

As a guiding principle, the Company wants to do business with suppliers who have implemented health and safety management systems that are aligned to international standards like OHSAS 18001. The contractors and service providers are required to comply with the Company''s health and safety standards, as applicable. Their competence and capability to undertake the tasks in a safe and healthy way must be assessed against agreed standards set in advance of the contract.

By adopting such strategies, your Company not only maintains a safe and secured working environment but also saves on huge costs of compensation by purging on accidental risks.

21. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State government, Local Authorities, Client,Vendors,Advisors, Consultants,Associates at all levels for their continued guidance and support.Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Mayur Family.

To them goes the credit for the Company''s achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

For and on behalf of the Board

sd/-

Date: 16th July, 2013 Suresh Kumar Poddar

Place: Jaitpura (|aipur) Chairman and Managing Director & CEO


Mar 31, 2012

To, The Members of Mayur Uniquoters Limited

The Directors have pleasure in presenting the Nineteenth Annual Report together with the audited accounts for the year ended 31st March 2012.

I. FINANCIAL PERFORMANCE

(Rs in Lacs)

Particulars 2011-12 2010-11

Total Income 31,918.28 24,960.11

Total Expenditure 26,541.72 20,874.51

PROFIT BEFORE INTEREST, DEPRICIATION ANDTAX (PBIDT) 5,376.56 4,085.60

Less: Interest 71.01 68.56

Less: Depreciation 387.29 267.41

PROFIT BEFORE TAX (PBT) 4,918.26 3,749.63

Less: Provision of Taxation Including Deferred Tax 1,581.20 1,222.24

PROFIT AFTER TAX (PAT) 3,337.06 2,527.39

Add: Balance Brought Forward From Previous Year 4,754.22 3,109.37

Profit Available For Appropriation 8,091.28 5,636.76

APPROPRIATION:

Transferred To General Reserve 333.71 251.00

Equity Dividend (including Proposed Dividend) 730.78 541.32

Corporate Tax On Dividend 119.29 90.22

Balance Carried To Balance Sheet 6,907.50 4,754.22

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. STATE OF COMPANY'SAFFAIRS

The Financial crisis in Europe, along with certain exogenous events like Japanese Nuclear Disaster has resulted in a global slowdown during FY 12 resulting the Indian economy's growth rate to slowdown to 6.9% after having grown at the rate of 8.4% in each of the two preceding financial years. However India remains one of the fastest growing economies of the world as all the major countries including the fastest growing economies of the world were seeing the significant slowdown. The global economic environment which was tenuous at the best turnout to be sharply adverse in September 201 I, owing to the turmoil of the Euro Zone Countries. While large part of relative slowdown of the Indian economy can be attributed to the global factors, domestic factors have also played an important role. Among these are the tightening of the monetary policy owing to high persistent headline inflation and slowing down of investment and industrial activity. Overall however, the economy finished the year ending 31st March 2012 on a solid footing, still one of the fastest growing economies globally and well positioned to attain the high growth trajectory.

Mayur Uniquoters Limited, being a leader in the synthetic leather industry, has been able to leverage the emerging opportunities and has delivered exemplary performance in FY12 with a growth of nearly 27.73% as compared to the previous year, with net sales of Rs. 317.48 crores.

Consumption growth in India has been outstanding over the last five years across all the product categories. We expect this consumption surge to continue going forward driven by rising disposable income & improved standard of living.

Mayur has added Ford and Chrysler to its client list in last 3 years, which has lead to exponential growth in the export segment. Higher sales contribution coming from exports have also lead to higher EBITDA margins for the Company and with the capacity expansion coming on stream, the sales will continue to grow in the years to come.

Mayur Uniquoters Limited operates in a very competitive market but has consciously chosen to concentrate on segments that need to be quality conscious, ensuring better margins for the Company.

Economies of scale have kicked in with fixed costs getting spread over increasing volumes. The product mix has been changing with the shift to higher value- added products, leading to better realisations.

Mayur is integrating backward into manufacturing of synthetic knitted fabric. Knitted fabric is the largest input value-wise, after chemicals like PU, PVC, etc.The biggest advantage with backward integration would be availability of good quality knitted fabric. This would support production of high quality products, thus reducing rejections and increasing margins. Land for this purpose has already been acquired about 20 km from the existing plant site. This would entail a further capex of Rs. 200mn. Land use conversion has been completed and environmental and other clearances have been received from the respective departments and construction is in full swing.

Mayur is also in the process of installing the fifth coating line which is expected to be commissioned by the end of this financial year which will further increase the installed capacity by another 600,000 linear meters per month.

Your Company is committed to offer products at the most competitive prices while fulfilling overall parameters defined by the customers. Your Directors perceive that the business of the Company stands on a sound platform and is running well. Mayur's business is supported by a strong back-end in procurement, manufacturing, product development, information technology and human resource management.

3. RESERVES

The Board has transferred Rs. 333.71 Lacs to the General Reserves for the FYI2, in compliance with the relevant provisions of the Companies Act, 1956.

4. DIVIDEND

Mayur has always strived to maintain a balance by providing an appropriate return to the shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and sustain the future growth. Mayur has paid 3 (Three) interim dividends aggregating to Rs. 8.50 per equity share of Rs 10/- each (i.e. 85%) during the financial year ended on 31st March 2012. The Directors are pleased to recommend the final dividend of 50% (Rs. SI- per equity share of Rs ! 0/- each).Thus the aggregate dividend for the year FY 12 works out to be 135% (Rs 13.50 per equity share of Rs 10/- each) and the total pay out will be Rs. 850.07 Lacs including dividend distribution tax of Rs. 119.29 Lacs.

5. MATERIAL CHANGES AND COMMITMENTS

Synthetic leather industry in India has no industry body or association. The industry is largely fragmented & unorganised. There are approximate 10 major players in the sector which includes Jasch Industries, Fenoplast, ManishViynls, RishabhVelveleen & Polynova Industries with Mayur being the largest. The domestic production is somewhere between 140 to 160 million linear meters per annum. Besides, India also imports 30-40 million linear meter per annum, mostly from China. Synthetic leather industry in the western market is dying due to shift of manufacturing to emerging markets. The synthetic leather market is expected to grow by 20% for the next few years, presenting a good opportunity to well-established players in this segment. Mayur caters only to the organised players in the market and is thus less vulnerable to competitive pressures from the unorganized sector and Chinese imports.

Synthetic leather production in India is estimated at 2000 crores annually. Add to this another 700 crores of Chinese Imports coming into India annually (which has been decreasing in share over the years). The unorganised sector accounts for roughly 50% of the market and the remaining 50% is catered to by some 10-15 players in the organised sector. Of these 5-6 are bigger players, the rest are much smaller players. On the Auto OEM exports front, each of the 6-7 big OEMs like GM, Ford, Toyota, Daimler, BMW and Chrysler buys synthetic leather in excess of 500-600 crores each year for the developed markets like Europe and US, which adds another 3000-4000 crores in the annual market. Mayur Uniquoters Limited has an annual market size of 4000-5000 crores before it, which can be captured. The current supply of synthetic leather ' lags far behind the demand, both in domestic and foreign market.

Raw material constitutes some 70-75% of sales. The suppliers of raw material to the synthetic leather industry are some of the biggest players in the world. They set the prices based on the demand equation and crude situation. The synthetic leather manufacturers are completely dependent and vulnerable to raw material price hikes. The good part of the price hike is generally passed to the customers though with a lag. A gradual hike, usually price increase have worked for us in enabling higher sales but the raw material prices have increased substantially in FYI2.

Earlier inferior technology was one factor holding back the growth of the synthetic leather industry. However, with technological advancements and better raw material mix, synthetic leather which is produced now is much smoother and is similar to leather in look and feel. The fabric is versatile and is fast replacing natural leather in a number of industries.

One of the major challenges for this industry is competition from Chinese synthetic leather. Second is the rapid increase in the prices of the raw material and third is that India still does not produce good PU leather cloth, which accounts for major imports.

Further, Mayur is working on minimum inventory of raw material and finished goods so as to keep the cost of the production lowest to the extent possible. During the FY12, the Company has hired a team of consultants and is laying emphasis in the field of research & development ,Total Quality Management (TQM),Total Productive Maintenance (TPM) and upgrading the coating lines. The commissioning of the fourth coating line has increased the installed capacity to 22.20 million linear meters per annum in FYI2.

In FYI2, Mayur has been able to deliver consistently good results because of 3 or 4 main contributing factors.

Firstly, economies of scale have kicked in with our fixed costs getting spread over increasing volumes. Secondly, the product mix has been changing for the better with higher value-added products leading to better realisations. The third factor that has worked for us in the last few years is the gradual increase in input prices, which we have generally been able to pass on to our customers with a time lag.

Delivering consistent quality and ability to scale up in tune with customer demands while maintaining solid financial discipline has helped us to leverage our best customer relationships. Today the business / customer is very savvy, appreciative of their best vendors and the marriage is usually very strong, as they cannot afford to expose their production lines to inconsistent quality.

We have also done lot of market development work especially in the South Indian market. This includes everything from introducing the customer with new product design & innovations to helping them source the right technology (machines) and raw material partners.

Moreover, new product development and innovations have helped us move up the value chain with better price realisations. We have also consciously been moving the customer/segment mix and volumes towards higher margin segments like automotive replacement market and automotive exports.

6. CAPITAL STRUCTURE

During FY12, there is no change in the capital structure of the Company and the paid share capital of the Company stands at Rs. 541.32 Lacs. Presently the Authorised Share Capital of the Company is Rs. 7,00,00,000 .The Board in its meeting held on 22nd June 2012, has recommended the issue of bonus shares shares in the proportion of one (I) new equity share ("Bonus Share") of Rs 10/- each for every one (I) existing fully paid up equity share of Rs. 10/- each subject to the approval of the members in the ensuing Annual General meeting. The paid up capital after allotment of Bonus Shares would be Rs. 10,82,64,000. The Board therefore also recommends the increase in Authorised share Capital from Rs. 7,00,00,000 to Rs. 12,00,00,000 to accommodate the increase in the paid up share capital as a result of the proposed issue of Bonus shares.

7. DIRECTORS

Appointment of Director:

Mr. Bajrang Lai Bajaj was appointed as an Additional Director in the Board Meeting held on 26th April, 2012. The Board has received a notice u/s 257 of the Companies Act, 156 from a member proposing the candidature of Mr. Bajrang Lai Bajaj as a Director . In the view of this the board recommends his reappointment as a regular Independent Director of the company liable to retire by rotation.

Resignation of Director

Mr. Ratan Kumar Roongta resigned as an independent Director of the Company w.e.f 26th April, 2012due to his preoccupation. The Board places on record the valuable contribution made by him during his tenure as an Independent Director of the company.

Retire by Rotation

Mr. Rameshwar Pareek and Mr. Kanwarjit Singh, Directors of the Company whose period of office is liable to retire by rotation pursuant to provisions of Company Act, 1956 and Article 139 of the Article of Association of the Company retires by rotation and being eligible offers himself for reappointment.

A brief resume and other information required under clause 49(VI) (A) of the listing agreement of Mr. Rameshwar Pareek, Mr. Kanwarjit Singh and Mr. Bajrang Lai Bajaj is included in the Annual Report / Notice of Annual General Meeting. The Board recommends their re-appointment.

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors confirmed that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations to material departure;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March 2012 and of profit and loss of the Company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a "going concern basis." .

9. LISTING OF SHARES

Your Company's shares are listed at Bombay Stock Exchange Limited and the listing fee for the year 2012-13 had been duly paid. The Company has also applied with the National Stock Exchange (NSE) for the listing of its equity shares

10. FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or employees during the period under the review.

11. AUDITORSANDAUDITORS' REPORT

M/s Madhukar Garg & Co., Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company had received letter from M/s Madhukar Garg & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Act.

The qualifications/observations of-the Auditors are self-explanatory and have been explained/clarified wherever necessary in appropriate notes to financial statements.

In pursuance of Section 233-B of the Companies Act, 1956, the board has appointed M/S Pavan Gupta & Associates, Cost Accountants, being eligible, to conduct the cost audit of the Company for the financial year 2012-13

12. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchange. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms the part of the annual report.

The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

13. PARTICULARS OF EMPLOYEES

The information required under section 2I7(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, in respect of the employees of the Company is provided in the Annexure-I forming the part of this report. In terms of Section 219(1) (b) (IV) of the Act, the report and account are being sent to the members and others entitle thereto including the aforesaid annexure. The annexure is also available for inspection by members at the registered office of the Company during the business hours on working days upto the date of the ensuing Annual General Meeting and if any member is interested in obtaining the copy thereof such member may write to the Company Secretary whereupon a copy would be sent.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on the conservation of energy, technology absorption and foreign currency earning & outgo is required to be given pursuant to section 217( I )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto marked as Annexure-II and forms the part of this report.

15. EQUAL OPPOURTUNITY TO ALL THE EMPLOYEES

The Company has always provided a congenial atmosphere for work to all sections of society. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, martial status and sex.

16. SECRETARIAL COMPLIANCE REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company had appointed V.M. & Associates, Company Secretaries, to conduct secretarial audit on compliances of the Company. The Secretarial Compliance Report for the financial year ended on 31st March 2012 is provided in the annual report.

17. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Mayur.

18. ENVIRONMENT

Over the years, Mayur has taken several environmental initiatives for the conservation, preservation and restoration of biodiversity. Mayur believes that respect for the environment is critical to the success of its business. Mayur is committed to minimising the environmental impact of its operations and its products through the adoption of sustainable practices and continuous improvement in environmental performance. Climate change is one of the most important issues the world is facing today. Your Company recognises that the synthetic leather industry is also a contributor to man-made green house gas emissions as the manufacture of synthetic leather unavoidably produces carbon dioxide (C02). Furthermore, your Company aims to contribute positively to the communities around or near its operations, actively participating in community initiatives.

The management is committed to attain goals like becoming water positive, carbon neutral and developing green zones in and around our manufacturing plants and offices. Mayur aspires for setting up an innocuous environment by working on standards that are aligned to international standards like ISO 9001.

19. HEALTH AND SAFETY

Health and Safety continues to be one of the prime drivers of the corporate vision of your Company. Your Company continues to demonstrate a strong commitment towards safety, occupational health and environment. Your Company has a well established Safety, Occupational & Environmental Policy (SH&E). The safety, occupational health & environment of its employees are embedded as core organisational values of the Company. The policy inter-alia covers and ensures safety of the public, employees, plant and equipment, imparts training to all its employees as per training calendar, carries out statutory safety assurance and audits of its facilities as per legal requirements, conducts regular medical and occupational check-up of its employees and promotes eco-friendly activities.

Mayur lays significant emphasis on sustainable health & safety as it has a direct impact on performance. The Company is continuing its'Safety Excellence Journey' with a philosophy that 'Safety is a line management function and all injuries can be prevented'. Mayur believes that safety and health of all the people who work in and with Mayur is our number one priority. Regular training sessions are held by experts, both on the job and off the job, which act as a guiding force to mitigate the risks associated with working on machines. By adopting such strategies, your Company not only maintains a safe and secured working environment but also saves on huge costs of compensation by purging on accidental risks.

20. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Governments, Local Authorities, Client, Vendors, Advisors, Consultants, Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Mayur Family.

To them goes the credit for the Company's achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

For and on behalf of the Board

S/d

Date: 22nd June, 2012 Suresh Kumar Poddar

Place: Jaitpura (Jaipur) Chairman and Managing Director & CEO


Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report together with the audited accounts for the year ended 31st March 2011

1. FINANCIAL PERFORMANCE

(Rs in Lacs >

Particulars 2010-11 2009-10

Total Income 25,068.86 16,692.46

Total Expenditure 20,983.07 13,890.60

PROFIT BEFORE INTEREST, DEPRICIATION AND TAX (PBIDT) 4,085.79 2,801.86

Less: Interest 68.56 59.77

Less: Depreciation 267.41 218.16

PROFIT BEFORE TAX (PBT) 3,749.82 2,523.93

Less: Provision of Taxation Including Deferred Tax 1,222.64 902.41

PROFIT AFTER TAX(PAT) 2,527.18 1,621.52

Add: Balance Brought Forward From Previous Year 3,109.37 1,970.63

Excess Provision for the Earlier Year Written Back 0.21 3.88

Profit Available For Appropriation 5,636.76 3,596.03

APPROPRIATION:

Transferred To General Reserve 251.00 170.00

Equity Dividend (including Proposed Dividend) 541.32 270.66

Corporate Tax On Dividend 90.22 46.00

Balance Carried To Balance Sheet 4,754.22 3,109.37

Previous yearfigures have been re-grouped and rearranged wherever considered necessary.

2. STATE OF COMPANYS AFFAIRS

After the very challenging conditions of the fiscal year 2008-09 (FY09), the domestic economy staged a positive turnaround during the second half of the fiscal year FY10 as the result of the targeted stimulus packages and other timely initiatives taken by the Government, thereby justifying the faith in the inherent strengths and resilience of Indian economy, even though the improved growth trajectory has been accompanied by higher levels of inflationary outlook.

Despite the gradual withdrawal of the stimulus measures which were introduced in fiscal year 2009, private consumption and investment, two important domestic demand drivers recovered strongly in FY11 as the confidence of the customer and investor was restored.

Expectations of the rapid economic recovery in FY11 were by and large fulfilled, resulting in the GDP growth of 8.5%.

Overall, the economy finished the year ending 31st March, 2011 on a solid footing, still one of the fastest growing economies globally and well positioned to attain the high growth trajectory. These factors helped in increasing the household income resulting in higher consumption.

Mayur Uniquoters Limited being a leader in the synthetic leather industry has been able to leverage the emerging opportunities in the evolving scenario of revival and renewed growth. The Company has delivered the exemplary performance in the FY11 with the growth of nearly 51% compared to the previous year with the net sales of Rs. 24,855.63 Lacs.

Your Company is leveraging upon lower labour cost as compared to other competitors in the developed countries and this unleashes an opportunity to enter into high quality conscious European and American markets. We are proud to mention here that we have marked our presence in the developed European and American markets.

We are confident enough that with the low labour capital ratio and continuous research and development activities, your Company will continue to increase the market share in European and American markets thereby increasing the profitability.

Your Company is committed to offer products at the most competitive prices while fulfilling overall parameters defined by the customers. Your Directors perceive that the business of the Company stands on a sound platform and is running well. MULs business is supported by a strong back-end in procurement, manufacturing, product development, information technology and human resource Management.

3. RESERVES

The Board has transferred Rs. 251.00 Lacs to the General Reserves for the FY11, in compliance with the relevant provisions of the Companies Act, 1956.

4. DIVIDEND

Your Company strives to maintain a balance by providing an appropriate return to the shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and sustain the future growth. MUL has paid 3 (Three) interim dividends aggregating to Rs. 5.50 per equity share of Rs 10/- each (i.e. 55%) during the year. The Directors are pleased to recommend the final dividend of 45% (Rs. 4.50 per equity share of Rs 10/- each). Thus the aggregate dividend for the year works out to be 100% (Rs 10/-per equity share of Rs 10/- each) and the total pay out will be Rs. 631.54 Lacs including dividend distribution tax of Rs. 90.22 Lacs. This represents the total payout ratio of 25%. The aggregate dividend for the year will amount to 100% (Rs. 10/- per equity shares of Rs 10/- each) as against 50% (Rs 5/- per equity share of Rs 10/- each) in the financial year 2009-10.

5. MATERIAL CHANGES AND COMMITMENTS

The artificial leather & synthetic leather industry has a broad market prospect. Today, the leather alternative market in India and abroad is witnessing good growth and the demand is expected to further intensify in the future. In the next few years, the industry is expected to boom, thanks to better technology, animal cruelty, pollution etc. In comparison to the demand, the current supply of synthetic leather lags behind, both in domestic and foreign market. At present, there are 10 leading players constituting the organized market and about 150 to 200 small and medium level players who cater the local market. Mayur Uniquoters Limited is one of the leading producers of synthetic leather.

The synthetic leather industry is now on a high growth trajectory. One of the reasons for this is the high-pitched campaign against cruelty meted out to animals in the leather industry. This has resulted in growing awareness for an alternative to leather. The level of pollution (both air and water) created by tanneries has also led to an increase in the popularity of alternative leather. Besides this, a huge demand-supply gap exists in the natural leather industry. This, coupled with the high price of leather, has also been a boon in disguise for the industry. On its part, synthetic leather is cheaper and has a lower manufacturing cost.

Earlier inferior technology was one factor holding back the growth of the artificial leather industry. However, with technological advancements, synthetic leather being produced now is much smoother, looks similar and feels like leather. The fabric is versatile and is fast replacing leather in a number of industries.

One of the major challenges for this industry is competition from Chinese synthetic leather. China is one of the major producers of synthetic leather and up to 10 times the amount produced domestically in India is imported from China. This is due to two reasons - one, the demand for synthetic leather is high in India compared to the supply and two, India still does not produce good PU leather cloth, which accounts for major imports. Another challenge is the sourcing for PU is that there are not many good manufacturers for PU resin. It is generally imported from Italy or China." This also adds to the manufacturing cost of artificial leather.

During the FY11, the Company has hired team of consultants and is laying emphasis in the field of Research & Development, Total quality management (TQM), Total Productive Maintenance (TPM), upgrading the coating lines process resulting increase in the production from 11.98 million linear meter in the previous FY10 to 14.13 million linear meter in the current financial year. The commissioning of fourth coating line by July, 2011 and upgration of the first coating line will increase the production capacity from 1.3 million linear meters per month to 1.85 million linear meters per month.

6. CAPITAL STRUCTURE

During FY11 , there is no change in the capital structure of the Company and the paid share capital of the Company stands at Rs. 541.32 Lacs.

7. DIRECTORS

Appointment of Director

Mr. Ratan Kumar Roongtawas appointed as an Additional Director at the board meeting held on 29lh May, 2010 and regularized as a Director liable to retire by rotation in the 17th Annual General Meeting of the Company held on 17* July, 2010.

Resignation of Director

Mr. Ashok Kumar Kejriwalresigned as an Independent Director of the Company w.e.f: 29th May, 2010. due to his preoccupation. The Board places on record the valuable contribution made by him during his tenure as an Independent Director.

Mr. Priyavadan Ravalhas resigned as an Independent Director of the Company w.e.f: 30th October, 2010. He had joined the board as a Technical Director on 17th June, 2008. His major achievements during the tenure as a technical Director were in the field of R & D and improvement in the manufacturing operations by benchmarking against international standards. The Board placed on record its deep sense of appreciation for the services rendered by him as an independent member of the Board.

Retirement by Rotation

In accordance with the provision of Article 139 of Article of Association of the Company and section 255 of the Companies Act 1956, Mr. Manav Poddar, Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends his appointment.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors confirmed that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations to material departure;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2011 and of profit and loss of the Company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a "going concern basis."

9. LISTING OF SHARES

Your Companys shares are listed at Bombay Stock Exchange Limited and the listing fee for the year 2011-12 had been duly paid.

10. FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or employees during the period under the review.

11. AUDITORS AND AUDITORSREPORT

M/s Madhukar Garg & Co., Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company had received letter from M/s Madhukar Garg &Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self-explanatory and have been explained/clarified wherever necessary in appropriate notes to Accounts.

12. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchange. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms the part of the annual report.

The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

13. PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, in respect of the employees of the Company is provided intheAnnexure-1 forming the part of this report. In terms of Section 219(1 )(b)(IV) of the Act, the report and account are being sent to the members and others entitle thereto including the aforesaid annexure. The annexure is also available for inspection by members at the registered office of the Company during the business hours on working days upto the date of the ensuing Annual General Meeting and if any member is interested in obtaining the copy thereof such member may write to the Company Secretary whereupon a copy would be sent.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on the conservation of energy, technology absorption and foreign currency earning & outgo is required to be given pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is annexed hereto marked as Annexure-II and forms the part of this report

15. EQUAL OPPOURTUNITY TO ALL THE EMPLOYEES

The Company has always provided a congenial atmosphere for work to all sections of society. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, martial status and sex.

16. SECRETARIAL COMPLIANCE REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company had appointed V.M. & Associates, Company Secretaries, to conduct secretarial audit on compliances of the Company. The Secretarial Compliance Report for the financial year ended on 31st March, 2011 is provided in the annual report.

The Secretarial Compliance Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing agreement with the stock exchange, Securities Contract (Regulation) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended.

17. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of MUL.

18. ENVIRONMENT

MUL is committed to minimizing the environmental impact of its operations and its products by adopting sustainable practices and continuous improvements in environmental performance. Climate change is one of the most important issues facing the world today. Your Company recognizes that the synthetic leather Industry is also a contributor to man-made greenhouse gas emissions as the manufacture of synthetic leather unavoidably produces carbon dioxide (C02).

MUL recognizes the importance of managing effectively and seeking continual improvement in occupational health, safety and environment matters as an integral part of business activities. MUL aims to contribute positively to the communities around or near its operations and actively participate in community initiatives, encourage biodiversity and nature conservation. The management is committed to attain goals like becoming water positive, carbon neutral and developing green zones in and around our manufacturing plants and offices. MUL aspires for setting up an innocuous environment by working on standards that are aligned to International standards like ISO 9001.

19. HEALTH AND SAFETY

Health and Safety continues to be one of the prime drivers of the corporate vision of your Company. MUL lays significant emphasis on sustainable health & safety as it has a direct impact on performance. The Company is continuing its Safety Excellence Journey with a philosophy that Safety is a line management function and all injuries can be prevented. Health and Safety is reviewed by top and middle management at regular intervals and continuous reviews are done. Regular training sessions are held by experts, both on the job and off the job, which acts as a guiding force to mitigate the risks associated with working on machines. By adopting such strategies, your Company not only maintains a safe and secured working environment but also saves on huge costs on compensation by purging on accidental risks.

20. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Governments, Local Authorities, Client, Vendors, Advisors, Consultants, Associates at all level for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Mayur Family.

To them goes the credit for the Companys achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

21. CAUTIONARY STATEMENT

Statement in the Directors Report describing the Companys objective, expectation or prediction, may be forward looking with in the meaning of Securities Laws and Regulations. Actual result may differ materially from those expressed in the statement. Important factors that may influence the Companys operations include: global and domestic demand, new capacity additions, availability of the critical materials and their cost, changes in the government policies and tax laws, economic development of the country and such other factors which are material to the business operation of the Company.

For and on behalf of the Board S/d Suresh Kumar Poddar

Chairman and Managing Director & CEO Date: 19th May, 2011 Place: Jaitpura (Jaipur)


Mar 31, 2010

The Directors have pleasure in submitting their Report for the year ended 31st March, 2010

1. FINANCIAL PERFORMANCE (Rs. in Lacs) Particulars 2009-10 2008-09 Total Income 16,692.46 11,543.64 Total Expenditure 13,890.60 10,365.71 PROFIT BEFORE INTEREST, DEPRICIATION AND TAX (PBIDT) 2,801.86 1,177.93 Less: Interest 59.77 73.51 Less: Depreciation 218.16 158.54 PROFIT BEFORE TAX 2,523.93 945.88 Less: Provision of Taxation Including Deferred Tax 902.41 339.63 PROFIT AFTER TAX (PAT) 1,621.52 606.25 Add: Balance Brought Forward From Previous Year 1,970.63 1,649.25 Excess Provision for Earlieryear written back 3.88 - Profit Available For Appropriation 3,596.03 2,255.50 APPROPRIATION Transferred To General Reserve 170.00 61.00 Equity Dividend (including Proposed Dividend) 270.66 191.35 Corporate Tax On Dividend 46.00 32.52 Balance Carried To Balance Sheet 3,109.37 1,970.63

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. STATE OF COMPANYS AFFAIRS

Indias growth story continues to pay rich dividends to manufacturing sector. With a leadership position in the Synthetic Leather Market, your Company had another satisfactory year with Net Profits registering a growth of nearly 175.61 % With the Current Sales of 164.73 Crores as on March 31st, 2010.

Your Company is leveraging upon lower labour cost as compared to developed countries and this unleashes an opportunity to enter into high quality conscious European and American countries. We are confident enough that in the next two-three years, our Company will mark a presence in these markets, which will boost our profitability.

Your Company is committed to offer the most competitive prices with the overall parameters set by the general market conditions. Your Directors perceive that the business of the Company stands on a sound platform and is running well. MULs business is supported by a strong back-end in procurement, manufacturing, product development, IT and human resource Management.

3. RESERVES

The Board has transferred Rs. 170 Lacs to the General Reserves for the financial year 2009-10, in compliance with the relevant provisions of the Companies Act, 1956.

4. DIVIDEND

Your Company strives to balance the twin requirements of providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the Profit to maintain healthy financial Leverage with a view to support and sustain future growth. Keeping this in mind, the Directors recommend a Final Dividend of Rs. 3/- per Equity Share for the year ended March 31st, 2010 (Previous year Rs. II- per Equity Share). If approved by the Shareholders at the Annual General Meeting, the payment of Dividend will absorb Rs. 162.40 Lacs. The Dividend Distribution Tax borne by the Company will amount to Rs. 46 Lakhs. This Dividend is in addition to the Interim Dividend of Rs. 21- per Equity Share that had already been declared and paid during the period under review. The aggregate Dividend for the year will amount to 50% (Rs. 5 per Share) as against 35% (Rs. 3.50) last year.

5. MATERIAL CHANCES AND COMMITMENTS

During the year 2008-09, the Company has hired team of Consultants, individually having specialization in Coating Line, R&D, TQM, etc. during the last year production of Company during 2009-10 was 119.77 Lac Linear Meters as compared to 91.37 Lacs Linear Meters in 2008-09.

6. CAPITAL STRUCTURE

During the year 2009-10, there is no change in the Capital Structure of the Company and the Paid Share Capital of the Company stands at Rs. 5,41,32,000/-.

7. DIRECTORS Retire by Rotation

Mr. Kanwarjit Singh and Mr. Arun Kumar Bagaria, Directors of the Company whose period of office is liable to retire by rotation pursuant to the provisions of Companies Act, 1956 and Article 139 of the Articles of Association of the Company retires by rotation and being eligible offer themselves for re-appointment.

A brief Resume of Director (Mr. Kanwarjit Singh and Mr. Arun Kumar Bagaria) eligible for re-appointment alongwith the additional information required under Clause 49 (VI)(A) of the Listing Agreement is included in the Report on Corporate Governance.

Resignation of Director

Mr. Ashok Kumar Kejriwal resigned as an Independent Director of the Company. The Board placed on record its deep sense of appreciation for the services rendered by him as an Independent Member of the Board.

Appointment of Additional Director

Mr. Ratan Roongta was appointment as an Additional Director at the Board Meeting held on May, 29lh, 2010. The Board received a notice u/s 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Ratan Roongta as a Director. In view of this the Board recommends his appointment as a regular Independent Director of the Company liable to retire by rotation.

The Details are furnished in Explanatory Statement annexed to the Notice calling AGM.

Re-Appointment of Whole Time Directors.

Mr. Manav Poddar and Mr. Arun Kumar Bagaria, Whole Time Directors of the Company whose tenure ceases on 31st October, 2010 and 31st July, 2010 respectively, are proposed to be re-appointed as Whole Time Directors w.e.f 1st November, 2010 and 1st August, 2010 respectively for 3 years. The Details are furnished in Explanatory Statement annexed to the Notice calling AGM.

Revision in Remuneration

Considering extra-ordinary work display by Mr. Suresh Kumar Poddar, Chairman and Managing Director of the Company, your directors recommended the increase in remuneration of Mr. Suresh Kumar Poddar. The Details are furnished in Explanatory Statement annexed to the Notice calling AGM.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors confirmed that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company at the end of the financial year ended 31st March 2010 and of profit of the Company for that year.

3. the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

9. LISTING OF THE SHARES

Your Companys shares are listed at Bombay Stock Exchange Ltd. and the Listing Fee for the year 2010-11 had been duly paid.

10. FIXED DEPOSITS

As in past, the Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

11. AUDITORS AND AUDITORS REPORT

The Auditors, M/s Madhukar Garg & Co., Chartered Accountants, retire at the conclusion of the Seventeenth Annul General Meeting and being eligible, has offered themselves for re-appointment.

The Company had received letters from M/s Madhukar Garg & Co., Chartered Accountants to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment with in the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self-explanatory and explained / clarified wherever necessary in appropriate notes to Accounts.

12. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange, a Separate Report on Corporate Governance along with AuditorsCertificate confirming Compliance is attached to this report.

The Chairman & Managing Director has confirmed and declared that all the members of the Board and the senior management have affirmed compliance with the code of conduct.

13. PARTICULARS OF EMPLOYEES

The particulars of employees, as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees), Rules, 1975, as amended, the names and other particular of employees are set out in the Annexure I to the Directors Report.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details are required under the Companies (Disclosures of Particulars in Report of Board of Directors) Rules, 1988 are given as Annexure II to the Directors Report.

15. SECRETARIAL COMPLIANCE REPORT

As a measure of good Corporate Governance practice, the Board of Directors of the Company appointed V.M. & Associates, Practicing Company Secretaries, to conduct Secretarial Audit on Compliances of the Company. The Secretarial Compliance Report for the Financial Year ended 31st March, 2010 is provided in Annual Report.

The Secretarial Compliance Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act 1996, Listing Agreement with the Stock Exchanges, Securities Contract (Regulation) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

16. CODE FOR PREVENT/ON OF INSIDER TRADING PRACTICES

In compliance with the SEBI regulations on prevention of insider trading, the Company has formulated a comprehensive code of conduct for prevention of Insider Trading for its management and staff. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of MayurUniquoters Ltd.

17. ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY

Mayur Uniquoters Limited recognizes the importance of managing effectively and seeking continual improvement in occupational health, safety and environment matters as an integral part of business activities. The management is committed to attain goals like becoming water positive, carbon neutral and with developing green zones in and around our manufacturing plants and offices. MUL aspires for setting up an innocuous environment by working on standards that are aligned to International standards viz. ISO 9001, ISO 14001 and OHSAS18001. Continuous training sessions are held by our experts, on both, on the job and off the job, which acts as a guiding force to mitigate risks associated while working on machines. By adopting such strategies, your Company not only maintains a safe and secured working environment but also saves on huge costs on compensation by purging on accidental risks.

18. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Government Authorities, Customers, Vendors, Advisors, Members and all concerned during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board Sd/- Suresh Kumar Poddar Chairman & Managing Director Place: Jaitpura Date: 29lh May, 2010

 
Subscribe now to get personal finance updates in your inbox!