Directors Report of Mayur Leather Products Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Eighth (38^th) Annual Report on the
business and operations of the Company together with the Audited Financial Statements
(Standalone & Consolidated) of the Company for the year ended March 31, 2023.

FINANCIAL PERFORMANCE

The Company''s financial performance for the year ended March 31, 2023 is summarized
below:

(Rs. In Lakhs)

Particulars		Standalone (F.Y)		Consolidated (F.Y)
		Current year	Previous Year	Current year	Previous Year
Total Income		674.52	969.47	684.38	973.94
Total Expense		912.25	1,066.04	919.69	981.51
Profit/loss before Tax		-298.22	-67.30	-349.32	37.35
Less: Tax Expense	Current tax	-	-	-	1.26
	Deferred tax	-	-	-0.07	-0.14
	Short/(excess) provision reversal	-	-	-0.39	-0.44
	Earlier Year Tax	-	-	-	-
	MAT Credit	-	-	-	1.73
Profit/loss for the year		-298.22	-67.30	-348.86	34.94

OPERATIONS AND STATE OF AFFAIRS

• Standalone

At Standalone level, the total income decreased to INR 674.52 Lakh as against INR 969.47
Lakh in the previous year. The Net Loss before Tax amounted to INR 298.22 Lakh as against
INR 67.30 Lakh in the previous year. The Net Loss after tax amounted to INR 298.22 Lakh
against INR 67.30 Lakh reported in the previous year.

• Consolidated

At Standalone level, the total income decreased to INR 684.38 Lakh as against INR 973.94
Lakh in the previous year. The Net Loss before Tax amounted to INR 349.32 Lakh as against
profit of INR 37.35 Lakh in the previous year. The Net Loss after tax amounted to INR 348.86
Lakh against profit of INR 34.94 Lakh reported in the previous year.

MATERIAL CHANGES & COMMITMENTS

The financial position of the company deteriorated significantly following the COVID-19
pandemic. Despite ongoing efforts to stabilize operations, the company was unable to
achieve profitability. To sustain its business activities, the company secured various credit
facilities from financial institutions, including long-term and short-term working capital
loans, business loans, and car loans. Unfortunately, the pandemic''s adverse impact
compromised the company''s financial discipline, leading to defaults on debt repayments.
Additionally, the company failed to meet its secretarial and BSE compliance obligations,
further exacerbating its financial difficulties. As a result of these compounded challenges, the
company ceased operations in February 2023.

Considering the position of the company, The Board of directors of the company in their
board meeting has decided to initiate the Corporate Insolvency Resolution Process. Further,
The Board of Directors sought and received shareholders'' approval to initiate the Corporate
Insolvency Resolution Process (CIRP) under Section 10 of the Insolvency and Bankruptcy
Code (IBC), 2016 at the 37th Annual General Meeting held on February 22, 2023.

Subsequently, Canara Bank declared the company''s account as a Non-Performing Asset
(NPA) on February 28, 2023, and issued a notice under Section 13(2) of the Securitisation and
Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act,
2002, on March 1, 2023. This was followed by a possession notice under Section 13(4) of the
SARFAESI Act on October 30, 2023, January 12, 2024 and May 24, 2024. Following the
possession notice all the three properties of the company were auctioned November 22, 2023,
February 22, 2024 and June 28, 2024 respectively.

Further, on June 12, 2023 The Bombay Stock Exchange had also suspended the trading of
securities of the company due to non- Compliance with the SEBI (Listing Obligation and
Disclosure Requirement) 2018. Further, on March 18, 2024, the Company has also received a
show-cause notice from Bombay Stock Exchange in the matter of compulsory delisting of the
Securities of the Company since the trading was suspended for more than 6 months.

In terms of Regulation 22(3) of Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 (hereinafter referred to as "Delisting Regulations"), the Exchange
further issued a Public Notice in financial express, Business Standard and Navshakti dated
May 04, 2024, intimating the proposed delisting of the equity shares of the Company on the
Exchange.

The Exchange then provide the Company an opportunity of personal hearing before the
delisting committee of the exchange in its meeting held on June 24, 2024.

The Company respectfully requests the Delisting Committee to consider revoking the
suspension of trading of its securities on the BSE after completing the revocation process and
to refrain from delisting the company based solely on past non-compliances. The Company
is prepared to rectify all non-compliance issues and complete pending compliances. The
Company remains steadfast in its commitment to overcoming past challenges, revitalizing
operations, and ensuring strict adherence to all regulatory frameworks.

Recognizing the need for a structured approach to recovery, the Board engaged with various
strategic planners to formulate a comprehensive revival strategy. This plan aims to withdraw
the Corporate Insolvency Resolution Process (CIRP) application and focus on reviving the
company. The strategy includes measures to repay all outstanding debts to creditors.

Additionally, the company intends to bring its operations and financial reporting into full
compliance with the requirements of the Bombay Stock Exchange (BSE) and the Companies
Act. The proposed actions are designed to be implemented retrospectively, ensuring that all
past discrepancies are resolved and the company can resume its business activities with a
stable financial foundation.

NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of
Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by
the Company during the financial year 2022-23 and the Company continues to carry on its
existing business.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (''the Act'')
and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report.
The Consolidated Financial Statements are prepared in accordance with the Indian
Accounting Standards (IND AS) notified under Section 133 of the Act read with Companies
(Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the audited financial statements, including the CFS
and related information of the Company and the financial statements of the subsidiary
Company is available on our website i.e. www.mayurgroup.com. Any Member desirous of
making inspection or obtaining copies of the said financial statements may write to the
Company Secretary at daamayurleather@ email, com.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the year ended
March 31, 2023.

DIVIDEND

The purpose of the Dividend Distribution Policy is to ensure the right balance between the
quantum of Dividend paid and amount of profits retained in the business for various
purposes. Your Company has a Dividend Distribution Policy that balances the dual
objectives of rewarding shareholders through dividends, while also ensuring availability of
sufficient funds for growth of the Company.

Due to the financial losses sustained by the Company during the financial year ending
March 31, 2023, the Board of Directors has decided not to declare any dividends for this
period.

SHARE CAPITAL

The Current Capital Structure of the Company is given below:

Authorized Capital:

There was no change in the Authorized Capital of the Company during the financial year.
The Authorized Capital of the Company as on March 31, 2023 stood at Rs. 5,80,00,000/-
(Rupees Five Crore Eighty Lakh only) consisting of 58,00,000 Equity shares of the face value
of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital:

There was no change in the issued, subscribed and paid-up Capital of the Company during
the year under review.

The issued, capital of the company as on March 31, 2023 stood at Rs. 5,31,35,000/- (Rupees
Five Crore Thirty One Lakh Thirty Five Thousand only) consisting of 53,13,500 Equity Shares
of the face value of Rs. 10/- each.

The subscribed and paid-up Capital of the Company as on March 31, 2023 stood at Rs.
4,83,48,000/- (Rupees Four Crore Eighty Three Lakh Forty Eight Thousand only) consisting
of 48,34,800 Equity Shares of the face value of Rs. 10/- each.

UNPAID & UNCLAIMED DIVIDEND AND INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

In compliance with Sections 124 and 125 of the Act read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any
money transferred to the Unpaid Dividend Account of a Company in pursuance of these
sections, which remains unpaid or unclaimed for a period of seven years from the date of
such transfer shall be transferred by the Company along with interest accrued, if any,
thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor
Education and Protection Fund.

During the year under review, the Company was required to credit Rs. 75,048/- for unpaid
or unclaimed dividend amounting of the year 2015-16 (Interim Dividend) and Rs. 55,761/-
for unpaid or unclaimed dividend amounting of the year 2015-16 (Final Dividend) to the
Investor Education and Protection Fund (IEPF) established by the Government of India,
Which was not transferred by the company in the IEPF account.

Further, according to the IEPF Rules, the shares on which dividend has not been claimed by
the shareholders for seven (7) consecutive years or more shall be transferred to the demat
account of the IEPF Authority. Members may note that the dividend and shares transferred
to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after
complying with the procedure prescribed under the Rules. Information on the procedure to
be followed for claiming the dividend/shares is available on the website of the Company at
www.mayurgroups.com.

DEPOSITS AND DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (Q SUB
CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS! RULES
2014

During the financial year 2022-23, The Company has taken some unsecured loan from the
relative of the director.

The details of monies accepted are as under:

Name	Designation	Amount (in crore)
Suresh Kumar Poddar	Director''s Brother	1.15
TOTAL		1.15

PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND
SECURITIES

During the year, the Company did not provide any loans or advances, make investments, or
issue any guarantees or securities as required under the Section 186 of the Companies Act,
2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

INFORMATION ABOUT HOLDING / SUBSIDIARIES / TQINTLY CONTROLLED
OPERATIONS / ASSOCIATE COMPANY

As on March 31, 2023, the Company has only one subsidiary i.e. Mayur Global Private
Limited. The Company does not have any joint venture or associate Company during the
year under review.

The Company does not have any holding company as on March 31, 2023.

The statement containing salient features of the financial statements and highlights of the
performance of its Subsidiary Company and their contribution to the overall performance of
the Company during the period, is annexed as Annexure-I in form AOC-1 and forms part of
this Report. The Annual Report of your Company, containing inter alia the audited
standalone and consolidated financial statements, has been placed on the website of the
Company at www.mayurleather.com. Further, the audited financial statements together
with related information of the subsidiary Company have also been placed on the website of
the Company at www.mayurgroups.com.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the
Board of Directors of the Company has carried out an annual evaluation of its own
performance, committees of the Board and individual directors. The performance evaluation
of the Board was evaluated by the Board after seeking inputs from all the directors on the
basis of criteria such as the board composition and structure, effectiveness of board
processes, information and functioning, etc. The performance of the committees of the Board
was evaluated by the Board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board of Directors and the Nomination and Remuneration Committee evaluated the
performance of individual directors on the basis of criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. The
above criteria were broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors,
the Board as a whole and Chairperson of the Company was evaluated, taking into account
the views of CEO & director and non-executive directors. The quality, quantity and
timeliness of flow of information between the Company Management and the Board which
is necessary for the Board to effectively and reasonably perform their duties, were also
evaluated in the said meeting.

Performance evaluation of independent directors was done by the Board members,
excluding the independent director who was being evaluated.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2022-23, the Board of Directors of the Company was not duly
constituted the optimum balance of Executive Directors, Non-Executive Directors, and
Independent Directors was not maintained due to the vacancy in the position of one
Independent Director. All the Directors show active participation at the board and
committee meetings, which enhances the transparency and adds value to their decision
making. The Board of the Company is headed by an Non-Executive Chairperson.
Chairperson takes the strategic decisions, frames the policy guidelines and extends
wholehearted support to Executive Directors, business heads and associates.

The Composition of board of the company as on March 31, 2023 was as follows:-

Name	Designation	DIN/PAN
Rajendra Kumar Poddar	Chief Executive Officer (CEO) & Non Executive Non Independent Director	00143571
Ashwarya Poddar	Non-Executive Non Independent Director	08683052
Amita Poddar	Non-Executive Non Independent Director & Chairperson	00143486
Madhusudan Prasad Kejariwal	Non - Executive Independent Director	06547411
Akhilesh Poddar	Chief Financial Officer (CFO)	ANTPP3340A

• RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder
and as per the Articles of Association of the Company, Mr. Amita Poddar (DIN: 00143486),
Non Executive Director of the Company is liable to retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible has offered himself for re-appointment.
The Board has recommended her re-appointment at the ensuing Annual General Meeting.

A brief resume of the director being appointed/ re-appointed, the nature of expertise in
specific functional areas, names of companies in which they hold directorships, committee
memberships/ chairmanships, their shareholding in the Company, etc., have been furnished
in the explanatory statement to the notice of the ensuing Annual General Meeting of the
Company.

Ms. Ashwarya Poddar was liable to retire by rotation in previous Annual General Meeting
held on February 22, 2023. Subsequently, the members of the Company approved the re¬
appointment of Ms. Ashwarya Poddar.

• APPOINTMENTS, RE-APPOINTMENTS AND RESIGNATIONS:

During the year under review, Following changes took place in the composition of the Board
of Directors and Key Managerial Personnel of the Company: -

4- Mr. Manoj Sharma (DIN: 00541803) has ceased from the post of Directorship as an
Independent Non-Executive Director of the Company with effect from 29^th April, 2022;

4- Appointment of Ms. Anisha Jain (PAN: AVUPJ7834J) as the Whole- time Company
Secretary and Compliance Officer of the Company with effect from 05^th May, 2022;

4- Ms. Anisha Jain (PAN:- AVUPJ7834J) has ceased from the post of the Whole-time
Company Secretary and Compliance Officer of the Company with effect from 10*
November, 2022;

Further, After the closure of financial year till the date of this report, As part of the action
plan devised to revive the company and rectify past discrepancies, the Company has made
the following changes in the composition of the Board and Key Managerial Personnel based
on the recommendations of the Nomination and Remuneration Committee (NRC):-

4- Ms. Ashwarya Poddar has ceased from the post of Directorship as a Non-Executive
Non Independent of the Company with effect from 19* July, 2023;

4- Appointment of Mr. Sharad Vyas (DIN: 09088517), as an additional independent
director of the company with effect from July 20, 2024, subject to the approval of the
members of the Company in the 38* Annual General Meeting;

4- Appointment of Ms. Jyoti Soni (DIN: 10710046), as air additional independent
director of the company with effect from August 01, 2024, subject to the approval of
the members of the Company in the 38* Annual General Meeting;

4- Appointment of Ms. Vaishali Goyal (M. No. 65842), as the Whole-time Company
Secretary and Compliance Officer of the Company with effect from July 20, 2024;

>4- Mr. Madhusudan Prasad Kejariwal (DIN: 06547411) has ceased from the post of Non¬
Executive Independent Director of the company due to completion of two
consecutive terms of 5 years from with effect from 31^st March, 2024 and was later re¬
designated as the Non-executive director of the company with effect from April 1,
2024;

1- Mr. Madhusudan Prasad Kejariwal (DIN: 06547411) has ceased from the post of
Directorship as Non-Executive Director of the Company with effect from August 16,
2024;

The constitution of the Board of Directors of the Company is in accordance with Section 149
of the Act and Regulation 17 the Listing Regulations. Our Board is a balanced Board,
comprising of optimum combination of Executive and Non-Executive Directors with at least
1 (One) Woman Independent Director and not less than 50% of the Board of Directors
comprise of Independent Directors.

The appointment of new Directors is recommended by the Nomination and Remuneration
Committee ("NRC") on the basis of requisite skills, proficiency, experience and
competencies as identified and finalized by the Board considering the industry and sector in
which the Company operates. The Board, on the recommendation of the NRC,
independently evaluates and if found suitable, confirms an appointment to the Board. The
appointments are based on the merits of the candidate and due regard is given to diversity
including factors like gender, age, cultural, educational & geographical background,
ethnicity, etc. At Present, Mayur''s Board consists of 4 (Four) Directors including l(One)
Executive Directors, and 2 (two) Women Director, 3 (Three) Non-Executive Director out of
which 2 (Two) Independent Directors (including one Independent Woman Director).

The present Composition of the board and KMPs is as follows:-

Name	Designation	DIN/PAN
Rajendra Kumar Poddar	Chief Executive Officer (CEO) & Non Executive Non Independent Director	00143571
Amita Poddar	Non Executive Non Independent Director & Chairperson	00143486
Sharad Vyas	Additional Director (Non¬ Executive, Independent)	09088517
Jyoti Soni	Additional Director (Non¬ Executive, Independent)	10710046
Vaishali G oyal	Company Secretary Cum Compliance Officer	BHLPG9005Q
Akhilesh Poddar	Chief Financial Officer (CFO)	ANTPP3340A

In the opinion of the Board, the Independent Directors appointed are persons of high repute,
integrity and possesses the relevant expertise and experience in the respective fields. None of
the Directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as director of the Company by the SEBI, Ministry of Corporate
Affairs or any other statutory authority.

The profile of Directors is available on the website of the Company at
www.mayurgroups.com,

DECLARATION FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received
individual declarations from every Independent Director under Section 149(6) of the Act and
regulation 16(1) (b) the Listing Regulations confirming that that they meet the criteria of
independence as prescribed under the Act and the Listing Regulations and are not
disqualified from continuing as Independent Directors and that they have registered
themselves as an Independent Director in the data bank maintained with the Indian Institute
of Corporate Affairs.

The Independent Directors of the Company have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Act. Based on the declarations received from
the Independent Directors, the Board of Directors recorded its opinion that all the
Independent Directors are independent of the management and have fulfilled the conditions
as specified under the governing provisions of the Act read with the rules made thereunder
and the Listing Regulations,

BOARD MEETINGS

During the Financial Year 2022-23, the Company held Ten (10) Board meetings of the Board
of Directors as per Section 173 of Companies Act, 2013 which is summarized below.

Frequency and quorum at these meeting and the intervening gap between any two meetings
were in conformity with the provisions of the Companies Act and Secretarial Standard-1
issued by The Institute of Company Secretaries of India and the SEBI Listing Regulations.

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	04.05.2022	4	4
2.	17.05.2022	4	4
3.	30.05.2022	4	4
4.	27.06.2022	4	4
5.	13.08.2022	4	4
6.	06.09.2022	4	4
7.	10.11.2022	4	4
8.	31.01.2023	4	4
9.	06.01.2023	4	4
10.	19.03.2023	4	4

RESOLUTION BY CIRCULATION

During the year Company has passed two resolutions by circulation on September 09, 2022,
November 10, 2022.

COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company and
have been constituted to deal with specific areas or activities as mandated by applicable
regulations which need a closer review. The Board Committees are set up under the formal
approval of the Board to carry out clearly defined roles which are considered to be
performed by Members of the Board, as part of good governance practices.

The Chairperson of the respective Committee informs the Board about the summary of the
discussions held in the Committee Meetings. The minutes of the meeting of all Committees
are placed before the Board for review and noting. The Board Committees can request
special invitees to join the meeting, as appropriate.

The company''s committees have not been in compliance with SEBI regulations and
Companies Act, 2013 due to changes in the board''s composition. Since 2022, the company
has been non-operational and entered the Corporate Insolvency Resolution Process (CIRP).
Consequently, no reconstitution of committees was carried out during this period.

However, as part of the revival action plan, and after establishing a properly constituted
board of directors, the board has now reconstituted all committees in accordance with SEBI
regulations and Companies Act, 2013.

The Board has constituted the following Committees: -

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee.

AUDIT COMMITTEE

The Committee is governed by the regulatory requirements mandated by the section 177 of
the Act.

During the financial year, Mr. Manoj Sharma, Non-Executive Independent director of the
company has vacated his post with effect from April 29, 2022.

Following the resignation of Mr. Manoj Sharma, the Company had only one Independent
Director on its Board during the financial year 2022-23. The decision not to appoint a new
Independent Director was due to the Company''s non-operational status.

As of March 31, 2023, the Audit Committee consisted of two members: Mr. Madhusudan
Prasad Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and
Mrs. Amita Poddar, Non-Executive Director. All members of the Committee, including the
Chairperson, are financially literate and possess accounting and financial management
expertise.

The meetings of Audit Committee are also attended by the Key Managerial Personnel
(KMP), Statutory Auditors, Secretarial Auditor and Internal Auditor as Invitees.

During the year under review Two (2) meetings of Audit Committee were held. The gap
between two meetings did not exceed one hundred and twenty days. The composition of the
Audit Committee and the attendance of members at the meetings of the Audit Committee
held during the financial year 2022-23 are as follows:

Name of the Director	Position held in the Committee	Category of Director
Madhusudan Prasad Kejariwal	Chairman	Non- Executive Independent Director
Amita Poddar	Member	Non- Executive Director

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	30.05.2022	2	2
2.	13.08.2022	2	2

During the year under review, the recommendations made by the Audit Committee were
accepted by the Board.

Further, the Audit Committee was re-constituted on 02.08.2024, Ms. Jyoti Soni (DIN:
10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent Director of the
company was elected as the member of the Audit Committee with effect from 02.08.2024 and
Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of Non-Executive
Director of the Company with effect from 16.08.2024.

This reconstitution was undertaken to ensure that the Committee to function effectively and
in compliance with all relevant statutory and regulatory requirements.

Following this reconstitution, the composition of the Audit Committee is now fully aligned
with the requirements of Section 177 of the Act, which mandates a balanced and proficient
team to oversee the company''s financial reporting processes, audit functions, and internal
controls.

Presently, The Composition of the Audit Committee of the company is as follows:

Name of the Director	Position held in the Committee	Category of Director
Jyoti Soni	Chairman	Non- Executive Independent Director
Amita Poddar	Member	Non- Executive Non Independent Director
Sharad Vyas	Member	Non- Executive Independent Director

NOMINATION AND REMUNERATION COMMITTEE

The Committee is governed by the regulatory requirements mandated by the section 178 of
the Act.

The Nomination and Remuneration Committee ("NRC" or "the Committee") is responsible
for evaluating the balance of skills, experience, independence, diversity and knowledge on
the Board and for drawing up selection criteria, ongoing succession planning, appointment,
remuneration for both internal and external appointments.

Following the resignation of Mr. Manoj Sharma, the Company had only one Independent
Director on its Board during the financial year 2022-23. The decision not to appoint a new
Independent Director was due to the Company''s non-operational status.

As of March 31, 2023, the NRC consisted of two members: Mr. Madhusudan Prasad
Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs.
Amita Poddar, Non-Executive Director.

During the year under review Four (4) meetings of NRC Committee were held. The gap
between two meetings did not exceed one hundred and twenty days. The composition of the
Committee and the attendance of members at the meetings of the Committee held during the
financial year 2022-23 are as follows:

Name of the Director Position held in the Category of Director

Committee

Madhusudan Prasad Chairman Non- Executive

Kejariwal Independent

Director

Amita Poddar Member Non- Executive

Director

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	05.05.2022	2	2
2.	13.08.2022	2	2
3.	12.11.2022	2	2
4.	31.01.2023	2	2

During the year under review, the recommendations made by the Committee were accepted
by the Board.

Further, the Nomination and Remuneration Committee was re-constituted on 02.08.2024, Ms.
Jyoti Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive
Independent Director of the company was elected as the member of the Audit Committee
with effect from 02.08.2024 and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from
the post of Non-Executive Director of the Company with effect from 16.08.2024.

This reconstitution is a critical step in our ongoing efforts towards the revival of the
company. This reconstitution was undertaken to ensure that the Committee to function
effectively and in compliance with all relevant statutory and regulatory requirements.

Following this reconstitution, the composition of the Committee is now fully aligned with
the requirements of Section 178 of the Act, This alignment ensures that the Committee is
well-equipped to address key issues related to board appointments and executive
compensation, thereby supporting the company''s objectives and fostering a culture of
accountability and transparency.

Presently, The Composition of the Nomination And Remuneration Committee of the
company is as follows:

Name of the Director	Position held in the Committee	Category of Director
Jyoti Soni	Chairman	Non- Executive Independent Director
Amita Poddar	Member	Non- Executive Non Independent Director
Sharad Vyas	Member	Non- Executive Independent Director

Performance Evaluation Criteria for Independent Directors:

As per the provisions of the Act and Listing Regulations, the Nomination and Remuneration
Committee has laid down the evaluation criteria for performance evaluation of the
Independent Directors. Performance evaluation of the Independent Directors was carried out
by the Board and NRC, except the Director being evaluated, as per the Nomination and
Remuneration Policy of the Company.

The NRC has devised a criteria for performance evaluation of the Independent Directors.
The said criteria provide certain parameters like attendance, acquaintance with business,
communication inter-se between Board members, effective participation, domain
knowledge, compliance with code of conduct, vision and strategy, benchmarks established
by global peers, integrity and maintenance of confidentiality, implementing best corporate
governance practice etc., exercising independent judgment during board deliberations on
strategy, performance, risk management, reporting on Frauds, compliance with the policies
of the company etc., which is in compliance with guidance note issued by the Securities and
Exchange Board of India and Institute of Company Secretaries of India and other applicable
laws, regulations and guidelines.

Criteria for determining qualifications, positive attributes and independence of a director

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Nomination and Remuneration Committee has formulated the criteria for
determining qualifications, positive attributes and independence of Directors. The key
features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of experience,
thought, knowledge, age and gender. It also ensures that the Board has an appropriate blend
of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Companies
Act, 2013, the Directors are expected to demonstrate high standards of ethical behavior,
communication skills, and independent judgment. The Directors are also expected to abide
by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he/she meets the criteria laid
down in Section 149(6) of the Companies Act, 2013, the Rules framed there under and
Regulation 16(l)(b) of the SEBI Listing Regulations, as amended from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee is governed by the regulatory requirements mandated by the section 178 of
the Act.

The role of Stakeholders'' Relationship Committee ("SRC" or "the Committee") primarily
includes overseeing redressal of shareholder and investor grievances, ensuring expeditious
share transfer process and evaluating performance and service standards of the Registrar
and Share Transfer Agent of the Company.

Following the resignation of Mr. Manoj Sharma, the Company had only one Independent
Director on its Board during the financial year 2022-23. The decision not to appoint a new
Independent Director was due to the Company''s non-operational status.

As of March 31, 2023, the SRC consisted of two members: Mr. Madhusudan Prasad
Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs.
Amita Poddar, Non-Executive Director.

During the year under review one (1) meetings of the Committee was held. The gap between
two meetings did not exceed one hundred and twenty days. The composition of the
Committee and the attendance of members at the meetings of the SRC Committee held
during the financial year 2022-23 are as follows:

Name of the Director	Position held in the Committee	Category of Director
Madhusudan Prasad Kejariwal	Chairman	Non- Executive Independent Director
Amita Poddar	Member	Non- Executive Non Independent Director

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	04.05.2022	2	2

Further, the Stakeholder Relationship Committee was re-constituted on 02.08.2024, Ms. jyoli
Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent
Director of the company was elected as the member of the Audit Committee with effect from
02.08.2024 and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of Non¬
Executive Director of the Company with effect from 16.08.2024.

This reconstitution is a critical step in our ongoing efforts towards the revival of the
company. This reconstitution was undertaken to ensure that the Committee to function
effectively and in compliance with all relevant statutory and regulatory requirements.

Following this reconstitution, the composition of the Committee is now fully aligned with
the requirements of Section 178 of the Act, This compliance ensures that the Committee is
well-positioned to address key issues related to stakeholder relations, including grievance
redressal, investor relations, and overall stakeholder satisfaction.

Presently, The Composition of the Stake Holder Committee of the company is as follows:

Name of the Director	Position held in the Committee	Category of Director
Jyoti Soni	Chairman	Non- Executive Independent Director
Amita Poddar	Member	Non- Executive Non Independent Director
Sharad Vyas	Member	Non- Executive Independent Director

MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors meet at least once in every financial year without the
presence of executive directors or management personnel. Such meetings is conducted formally
to enable Independent Directors to discuss matters pertaining to the Company''s affairs and put
forth their views. The Independent Directors take appropriate steps to present their views to the
Chief Executive Officer.

During the financial year 2022-23,1 (One) meeting of the Independent Directors was held on
April 25, 2022

The detail of the meeting of the Independent Directors and the attendance of Independent
Directors at the meeting for the financial year 2022-23 is given below:

Name of the Director	Position held in the Committee	Category Director	of
Madhusudan Prasad	Member	Non-	Executive
Kejariwal		Independent Director
Manoj Sharma	Member	Non- Independei	Executive it Director

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	25.04.2022	2	2

RESIGNATION OF INDEPENDENT DIRECTOR BEFORE EXPIRY OF TERM

During the Financial Year Mr. Manoj Sharma Independent Directors of the Company have
resigned on April 29, 2022 before the expiry of their tenure due to pre occupation in other
professional commitments.

CORPORATE SOCIAL RESPQNSIBITY COMMITTEE

The provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company.
Hence, the Company has not constituted the Corporate Social Responsibility Committee.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in
place a Nomination and Remuneration Policy which lays down a framework in relation to
criteria for selection and appointment of Directors, Key Managerial Personnel and Senior
Management of the Company along with their remuneration. The Nomination and
Remuneration Policy of the Company is available at Company''s website and may be accessed at
www.mayurgroups.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors
confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023,
the applicable accounting standards had been followed along with proper explanation relating
to material departures;

(b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company
for that period;

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

(d) the annual accounts of the company have been prepared on a going concern basis;

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, the Company has adopted ''Whistle
Blower Policy'' for Directors and employees to deal with the cases of unethical behavior in all its
business activities, fraud, mismanagement and violation of Code of Conduct of the Company.

The Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions
of Companies Act, 2013 and the applicable SEBI Regulations, to provide a formal mechanism to
the Directors, employees and stakeholders of the Company to report their concerns about
unethical behavior, actual or suspected fraud or violation of Code of Conduct or ethics.

The Whistle Blower Policy provides adequate safeguards against victimization of Directors,
employees and stakeholders who avail of the mechanism and also provide for direct access to
the Chairman of the Audit Committee. During the year, no personnel of the Company was
denied access to the Chairman of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy is available on website of the Company and may
be accessed at www.mayurgroups.com.

AUDITORS AND AUDITORS⁷ REPORT STATUTORY AUDITORS

M/s. H.C. Garg & Co., Chartered Accountants (Firm Registration No.000152C) were appointed
as the Statutory Auditors at the 37^th Annual General Meeting of the Company for a period of
five consecutive years commencing from the conclusion of 37th Annual General Meeting until
the conclusion of 42^nd Annual General Meeting of the Company. M/s. H.C. Garg & Co.,
Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India (ICAI).

During the year under review, M/s. H.C. Garg & Co., Chartered Accountants (Firm
Registration No.000152C) has resigned from the office due to ineligibility as per the provision of
section 139 of Companies Act 2013, and M/ s Madhukar Garg & Company (FRN 000866C) was
appointed by the members of the company by way of ordinary resolution passed through
Postal Ballot on 6^th May, 2023 to fill the vacancy caused by the ineligibility of H.C. Garg & Co.,
Chartered Accountants, (FRN 000152C) who will hold office till the conclusion of the upcoming
Annual General Meeting of the Company.

Further, the company recommended the appointment of M/s. Jain Paras Bilala & Company,
Chartered Accountants (Firm Registration No. 011046C) Jaipur to be appointed as the statutory
auditor to hold office for a term of five (5) consecutive financial years, from the conclusion of
this Annual General Meeting of the Company till the conclusion of the Annual General Meeting
to be held in the year 2028.

The Company has received consent letter from the auditor to the effect that appointment, if
made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act,
2013 and that they are not disqualified for re-appointment.

The Report given by the Statutory Auditors on the financial statement of the Company for the
financial year ended 31st March, 2023, forms part of this Report.

There are no observations (including any qualification, reservation, adverse remark or

disclaimer) of the Auditors in their Audit Report that may call for any explanation from the
Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory,
except following:

1. As Detailed in Note No. 44 of Standalone Financial Statements, Gratuity has not been
provided as per actuary valuation as required in IND AS-19 (Employees Benefits).

Board Reply:- The Management acknowledges the audit observation regarding the non¬
provision of gratuity as per actuarial valuation under IND AS 19. We are currently addressing
this issue and will ensure compliance in the financial statements moving forward.

2. As Detailed in Note No. 45 of Standalone Financial Statements, Loans and Advances
amounting in Rs. 422.34 Lakhs are subject to confirmation and Reconciliation.

Board Reply:- The management is aware of the audit observation regarding the loans and
advances amounting to Rs. 422.34 Lakhs. We are actively working on obtaining confirmations
and performing reconciliations to address this issue.

3. The company is not regular in depositing its statutory dues with appropriate authorities.

Board Reply:- The management acknowledges the audit observation regarding the irregularity
in depositing statutory dues. We are implementing measures to ensure timely compliance with
all statutory requirements moving forward.

4. The Company has not complied with the provisions of section 73 to 76 of the Companies
act 2013 and rules made there under. The company has accepted loan/deposit from S.K.
Poddar to the extent of Rs. 1.15 crore. Year end balances of these loans/deposits were Rs. 1.01
crore. These loans/deposits were taken in contraventions of sections 73 to 76 of the company''s
act 2013 and rules made there under.

Board Reply:- The Company had taken the loan in the impression that it falls under the
exempted category of Section 73 read with Companies Acceptance of deposit rules of the
Companies Act, 2013 since it is obtained from the brother of the director which falls under the
category of relative as per section 2 of the Companies Act,2013. The management recognizes the
issue of non-compliance with sections 73 to 76 of the Companies Act, 2013, regarding the loans
from S.K. Poddar who is the brother of the director Mr. Rajendra Kumar Poddar. We are taking
corrective actions to rectify this non-compliance and to ensure full adherence to regulatory
requirements going forward.

5. According to the books and records as produced and examined by us in accordance with
generally accepted auditing practices in India and also based on Management representations,
undisputed statutory dues including Provident Fund, Employees'' State Insurance Dues, Income
Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, VAT, Goods & Service Tax Act w.e.f.
01.07.2017,Cess and Other material Statutory dues have not generally been regularly deposited
by the Company during the year with the appropriate authorities in India except tax deducted
at source as per Income tax Act.

Board Reply:- We are implementing measures to address these discrepancies and ensure timely
and regular compliance with all statutory requirements going forward.

6. The company is not sound and incurring losses for last few years. Further company is
not paying its statutory dues. This indicate that Material Uncertainty exist that may cast
significant doubt on the company''s ability to continue as a going concern.

Board Reply:- The Board acknowledges the concern raised regarding the company''s financial
health and ongoing losses, as well as the issue of unpaid statutory dues. We are actively
addressing these challenges and are committed to implementing a robust plan to improve
financial stability and ensure compliance with statutory obligations. We are also evaluating all
available options to strengthen the company''s position and mitigate any material uncertainties
related to its ability to continue as a going concern.

7. In our opinion the aforesaid standalone Ind AS financial statements comply with the
Indian Accounting Standards specified under Section 133 of the Act except INDAS 19
(Employee Benefits).

Board Reply:- The Board acknowledges the statutory auditor''s observation concerning the
compliance of our standalone Ind AS financial statements with Indian Accounting Standards,
specifically IND AS 19 (Employee Benefits). We are committed to addressing this issue and will
take the necessary steps to ensure that our financial statements fully align with Section 133 of
the Act in the upcoming reporting period.

8. According to the records of the Company examined by us and the information and
explanation given to us, the Company has not defaulted in repayment of loans or borrowings to
any financial institution or bank or Government or dues to debenture holders as at the Balance
Sheet date except the following :

Nature of borrowing, including debt securities	Name of lender*	Amount not paid on due date	Whether principal or interest	No. Of days delay or unpaid	Remarks, if any
Canara Bank Term Loan	Canara Bank, Jaipur	80,162.00	Principal or interest	90 days
Canara Bank Term Loan CAR Loan	Canara Bank, Jaipur	5,388.00	Principal or interest	30 days

Board Reply:- The Board acknowledge that, as per the examination of the Company''s records
and the information provided, there are instances of delay in repayment. These delays have
arisen due to liquidity issues. The Company is committed to addressing these overdue amounts
and has initiated appropriate measures to ensure timely payment moving forward. We are
confident that these issues will be resolved in the near term.

SECRETARIAL AUDITORS

The Board of Directors has appointed ATCS (Firm Registration No), Practicing Company
Secretaries, Jaipur as Secretarial Auditor, to carry out the Secretarial Audit of the Company
under the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report
for the financial year ended March 31, 2023 is annexed as Annexure-II to this report.

The report contains the following observations:

1. The trading of the company''s shares was suspended on exchange w.e.f. June 12, 2023 as
per initial public notice of BSE as published in financial express, Business Standard & Nav
Shakti Newspaper dated May 04, 2024;

2. The Hundred percent shareholding of the promoter(s) and promoter group is not held
in dematerialized form as required by Regulation 31 (2) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

3. During the period under review, Ms. Anisha Jain resigned from the position of
Company Secretary and Compliance Officer on November 10, 2022. Consequently, there was no
individual serving as Company Secretary, and the company did not appoint a Compliance
Officer during this period, in accordance with the provisions of the Companies Act and SEBI
(LODR) Regulations, 2015;

4. During the period under review, the Quarterly Results, both in PDF and XBRL formats,
required to be submitted to the stock exchange under Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, for the quarters ended September
30, 2022, December 31, 2022 has not been submitted to BSE. Additionally, the Quarterly Results
for the quarter ended March 31, 2023, following the closure of the financial year 2022-2023, has
also not been submitted to BSE;

5. During the period under review, Newspaper Publication of financial results as specified
in Regulation 33, required to be given under Regulation 47, shall be published in at least one
English language national daily newspaper circulating in the whole or substantially the whole
of India and in one daily newspaper published in the language of the region, where the
registered office of the listed entity is situated, the Company has not published the financial
results for quarters ended September 30, 2022, December 31, 2022. Additionally, the Newspaper
Publication for the Quarterly Results for the quarter ended March 31, 2023, following the
closure of the financial year 2022-2023, has also not been published in newspaper;

6. During the period under review, the Shareholding Pattern, as required to be submitted
to the stock exchange under Regulation 31 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for the quarter ended December 31, 2022, has not been
submitted to BSE. Additionally, the Shareholding Pattern for the quarter ended March 31, 2023,
following the closure of the financial year 2022-2023, has also not been submitted to BSE;

7. During the period under review, the Reconciliation of Share Capital Audit Report (both
PDF and XBRL formats) required to be submitted to the stock exchange under Regulation 76 of
the SEBI (Depositories and Participants) Regulations, 2018, for the quarter ended December 31,
2022, has not been submitted to BSE. Furthermore, the Reconciliation of Share Capital Audit
Report for the quarter ended March 31, 2023, following the closure of the financial year, has also
not been submitted to BSE;

8. During the period under review, the Compliance Certificate required to be submitted to
the stock exchange under Regulation 74(5) of the SEBI (Depositories and Participants)
Regulations, 2018, for the quarter ended December 31, 2022, has not been submitted to BSE.
Additionally, the Compliance Certificate for the quarter ended March 31, 2023, following the
closure of the financial year, has also not been submitted to BSE;

9. During the period under review, The report on Investor Grievance Redressal
Mechanism (in XBRL format), required to be submitted to the stock exchange under Regulation

13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the
quarter ended December 31, 2022, has not been submitted to BSE. Furthermore, the Investor
Grievance Redressal Mechanism report (in XBRL format) for the quarter ended March 31, 2023,
following the closure of the financial year, has also not been submitted to BSE;

10. During the period under review, the quarterly certificate of System-Driven Disclosures
(SDD) required to be submitted to the stock exchange under regulation 3 (5) and 3(6) of the SEBI
(Prohibition of Insider trading) Regulations, 2015. has not been submitted to the BSE.
Additionally, the certificate for the quarter ending March 31, 2023, following the closure of the
financial year, was also not submitted to the BSE;

11. During the period under review, the disclosure regarding the closure of the trading
window required to be submitted to the stock exchange as per SEBI (Prohibition of Insider
trading) Regulations, 2015 for the quarter ended December 31, 2022, has not been submitted to
the BSE. Additionally, the disclosure for the closure of the trading window for the quarter
ending March 31, 2023, following the closure of the financial year, was also not submitted to the
BSE;

12. During the period under review, the disclosure with respect to exemption from filing
quarterly compliance report on Corporate Governance required to be submitted to the stock
exchange under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, has not been submitted to BSE;

13. During the period under review, the disclosures required to be submitted to the stock
exchange through mail under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, for the year ended March 31, 2022, has not been submitted to
BSE;

14. During the period under review, The Annual Disclosure of Large Corporate Entity
required to be submitted to the stock exchange as per SEBI Circular
SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, was submitted to BSE with a
delay of 16 days;

15. During the period under review, the Compliance Certificate required to be submitted to
the stock exchange under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, was submitted to the BSE with a delay of 18 days.

16. During the period under review, the disclosure regarding the closure of the trading
window required to be submitted to the stock exchange as per SEBI (Prohibition of Insider
trading) Regulations, 2015 for the quarter ended June 30, 2022 was submitted to the BSE with a
delay of 2 days.

17. During the period under review, The Annual Report required to be submitted to the
stock exchange as per regulation 34 SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 was submitted to BSE with a delay of 32 days.

18. The Company has a website; however, it is not maintained in accordance with the
requirements of the Act and SEBI guidelines.

19. The Company has not paid the Annual Listing Fees for the year ended 2023.

20. During the period under review, the company has taken unsecured loans which are in
contravention of provisions of section 73 to 76 of the Companies Act, 2013 and rules made there
under.

21. During the period under review, the company has contravened the provision of Section
96 with respect to the holding of Annual General Meeting. The 37^th Annual General Meeting of
the company which was required to be held on 31.12.2023 (after receiving the extension from
Registrar) was held on February 22, 2023.

22. The composition of the Company''s Board is not in compliance with regulations due to
the absence of the required minimum number of independent directors. Consequently, the
Audit Committee and the Nomination and Remuneration Committee are also not constituted as
per the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

23. During the period under review, the Company has not transferred its unpaid and
unclaimed dividend to the Investor Education and Protection Fund (IEPF) established by the
Government of India, as per the provision of section 124 of Companies Act, 2013;

24. During the period under review, the Company has not transferred its shares in respect
of which dividend has not been paid or claimed for seven consecutive years or more, to IEPF
account as per the provision of section 124 (6) of Companies Act, 2013.

25. During the period under review, the Company has not filed the necessary e-forms with
the Registrar with respect to the following matters

• Appointment of Internal Auditor and Secretarial Auditor;

• Approval of Accounts for the financial year ended on 31.03.2023;

• Approval of Board Report for the financial year ended on 31.03.2023;

• Filing of all the resolutions passed in the AGM dated 22.02.2023;

• Form for filing Report on Annual General Meeting;

• E-form DPT-3, AOC-4 XBRL, MGT-7, IEPF-1, IEPF-2 & IEPF-4 are also not filed by the
company.

And thus contravenes the provisions of the applicable sections of Companies Act, 2013.
Management Reply:-

In response to the secretarial auditor''s observations, the Board acknowledges the non¬
compliance issues, which were exacerbated by the severe financial impact of the COVID-19
pandemic. This situation led to operational and compliance challenges, culminating in the
company''s cessation of operations in February 2023 and entry into the Corporate Insolvency
Resolution Process (CIRP) with shareholder approval. Despite the account being declared a
Non-Performing Asset by Canara Bank and subsequent property auctions, the company has
successfully addressed most past non-compliances and is actively working to resolve the
remaining issues. The company remains committed to stabilizing operations, repaying
outstanding debts, and achieving full regulatory compliance, aiming to resume business
activities on a robust financial foundation.

In accordance with the provisions of section 138 of the Act and rules made thereunder and
applicable regulations of the Listing Regulations, the Board of Directors of the Company had
appointed M/s. Varma Prashant & Associates, Chartered Accountants, Jaipur as Internal
Auditors of the Company.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management were
periodically apprised the Internal Audit findings. The Company continued to implement their
suggestions and recommendations to improve the same.

M/s. Verma Prashant & Associates, Chartered Accountants, Jaipur, Internal Auditor of the
Company will also carry out Internal Audit of the Company for the financial year 2023-24.

COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and
Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year ended
March 31, 2023.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have
reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees.

WEB ADDRESS OF ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with the
Companies (Management and Administration) Rules, 2014 the Annual Return is available on
the website of the Company and may be accessed at www.mayurgroups.com.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-III to this
report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of employees and other particulars of the top ten employees and
employees drawing remuneration in excess of the limits is available on the website of the
Company at www.mayurgroups.com.

However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act,
2013, the Annual Report is being sent to the members of the Company excluding the aforesaid
information. The said information is available for inspection at the Registered Office of the
Company during working hours and any member interested in obtaining such information may
write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules 2014 is annexed as Annexure-TV and forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial
year with related parties were in the ordinary course of business, on an arm''s length basis and
were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus approval
was obtained from the Audit Committee of the Board for the related party transactions which
are of repetitive nature and/or which can be foreseen. All related party transactions were
placed before the Audit Committee for review and approval.

During the year, the Company had not entered into any contract/arrangement/transaction
with related parties which could be considered material in accordance with the provisions of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy on
related party transactions as approved by the Audit Committee and the Board of Directors has
been uploaded on the Company''s website and may be accessed at www.mayurgroups.com.
Your directors draw attention of the members to Note 39 to the standalone financial statements
which set out related party disclosures in terms of the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and
Securities and the Listing Regulations can be accessed on the Company''s website
at https://mayurgroups.com/wpkam/governance/

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all
applicable secretarial standards issued by The Institute of Company Secretaries of India and
such systems are adequate and operating effectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS

The Company had received an order with respect to suspension of the trading of securities of
the company due to non- Compliance with the SEBI. Apart from this no significant and material
orders have been passed by the Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future operations.

The Company has an adequate internal control system commensurate with the size and nature
of its business. The Internal Auditors reviews the efficiency and effectiveness of these systems
and procedures. The Internal Auditors submit their Report periodically which is placed before
and reviewed by the Audit Committee. Based on the report of the internal auditors, respective
departments undertake corrective action in their respective areas and thereby strengthen the
controls. During the year, no reportable material weakness in the design or operation of internal
control system arid their adequacy was observed.

RISK MANAGEMENT

Your Company believes that managing risks helps in maximizing returns. The Company has
formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor
and report compliance and effectiveness of the policy and procedure. The Company has a risk
management framework in place for identification, evaluating and management of risks. In line
with your Company''s commitment to deliver sustainable value, this framework aims to provide
an integrated and organized approach for evaluating and managing risks. The Audit
Committee periodically reviews the risks and suggests steps to be taken to control and mitigate
the same through a properly defined framework. Further, the risks associated to the Company''s
business are provided in the Management Discussion and Analysis Report.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (''SEBI PIT Regulations''), the Board has adopted a code of conduct to
regulate, monitor and report trading by Designated Persons to preserve the confidentiality of
price sensitive information, to prevent misuse thereof and regulate trading by designated
persons. It prohibits the dealing in the Company''s shares by the promoters, promoter group,
directors, designated persons and their immediate relatives, and connected persons, while in
possession of unpublished price sensitive information in relation to the Company and during
the period(s) when the Trading Window to deal in the Company''s shares is closed.

CODE OF CONDUCT

The Board of Directors of the Company has adopted code of conduct for all Board Members and
Senior Management Personnel of the Company and the said code of conduct is placed on the
website of the Company at www.mayurgroups.com. All the Board Members and Senior
Management Personnel have affirmed compliance with the applicable Code of Conduct for the
financial year 2021-22. A declaration to this effect, signed by the CEO & Director of the
Company is annexed herewith as Annexure-V arid forms part of this Report.

HUMAN RESOURCE

Human Resource is the most important element of the Company. Our Core Values are
discipline, trust, integrity and work style. Core Values are established to align all the people in
the organization in the direction of achieving stated goals all throughout the Company. The
Company is taking sufficient steps for employee engagement and motivation. Your Company
focuses on recruiting and retaining the best talent in the industry. Moreover, the Company

provides them proper induction, training and knowledge up-gradation for the individual as
well as organizational growth. The Company continues to maintain its record of cordial and
harmonious industrial relations without any interruption in work.

DELISTING OF EQUITY SHARES

The members of the Company by passing a special resolution at their Annual General Meeting
held on July 10, 2004, have permitted the Company to delist its shares from the regional stock
exchanges i.e. Jaipur Stock Exchange Limited ("JSEL"), Delhi Stock Exchange Limited ("DSEL),
Calcutta Stock Exchange Association Limited ("CSEAL") and Ahmedabad Stock Exchange
Limited ("ASEL").

As on date, out of the above stated four stock exchanges, the equity shares of the Company
have been delisted from the JSEL, DSEL and ASEL. Delisting application of the Company is still
pending with the Calcutta Stock Exchange Association Ltd. since December 2004. In spite of
several reminders, the Company did not get any response from the exchange in the matter of
delisting status.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

A Company Secretary in Practice carries out a Reconciliation of Share Capital Audit on a
quarterly basis as per Regulation 76 of the Securities and Exchange Board of India (Depositories
and Participants) Regulations, 2018 read with SEBI Circular No. D&CC/FITTC/CIR-16/2002
dated December 31, 2002, to reconcile the total admitted capital with depositories viz National
Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the
total issued and listed capital. The audit confirms that the total issued/paid up capital is in
agreement with the aggregate of the total number of shares in physical form and the total
number of shares in dematerialized form (held with NSDL and CDSL).

CORPORATE GOVERNANCE REPORT

In accordance with the provisions of regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and
clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not
applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms part of this Annual Report. Certain Statements in the said report may be forward-looking.
Many factors may affect the actual results, which could be different from what the Directors
envisage in terms of the future performance and outlook.

A detailed report on the Management Discussion and Analysis is provided as a separate section
in the Annual Report which forms part of the Board''s Report as ANNEXURE VI.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has
constituted an Internal Complaints Committee (ICC). The Company''s POSH Policy is inclusive
and gender-neutral, detailing the governance mechanisms for preventing sexual harassment
issues relating to employees of all genders, including employees who identify themselves.

To build awareness in this area, the Company has been conducting induction/ refresher
programmes on a continuous basis. During the financial year, no complaint was received/
disposed of by the Company under the policy, and no complaint was pending as of March 31,
2024. An Annual Report for the calendar year 2023 by the Internal Complaints Committee (the
"ICC") under Section 21 of the POSH Act has been submitted to the relevant authority.

CAUTION STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing
the Company''s objectives, expectations or forecasts may be forward looking within the meaning
of applicable laws and regulations. Actual results may differ from those expressed in the
statements.

GENERAL DISCLOSURES

Your Directors state that all the necessary disclosure or reporting has been done, in respect of
the following items as there were no transactions on these items during the year under review
except point no 8:

1. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares with differential rights as to dividend, voting or
otherwise;

2. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued shares (including sweat equity shares) to employees of the Company
under any scheme;

3. As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares under the Employees Stock Option Schemes;

4. Neither the Managing Director nor the Whole Time Directors of the Company receive any
remuneration or commission from any of its subsidiaries except sitting fees as entitled as a Non¬
Executive Directors in subsidiary companies;

5. Since the Company has not formulated any scheme of provision of money for the purchase
of own shares by employees or by the trustee for the benefit of the employees in terms of
Section 67(3) of the Act, no disclosures are required to be made;

6. There was no revision of financial statements and the Board''s Report of the Company
during financial year; There has been no change in the nature of business of the Company;

7. The requirement to disclose the details of the difference between the amount of the
valuation done at the time of one-time settlement and the valuation done while taking a loan
from the Banks or Financial Institutions, along with the reasons thereof, is not applicable for the
financial year; and

8. The Company had obtained the approval of its members in the 37th Annual General
Meeting of the Company and has made application under the Insolvency and Bankruptcy Code,
2016. However, now the company is in process of the withdrawal of the application upon the
payment of all the obligations towards its creditors.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the valued contribution, co¬
operation and support extended to the Company by the Shareholders, Banks, Central
Government, State Governments and other Government Authorities and look forward to their
continued support. Your Directors also wish to express their deep appreciation for the
dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors
MAYUR LEATHER PRODUCTS LIMITED

Date:- 26.08.2024
Place:- Jaipur

Sd/-

AMITA PODDAR
Chairperson & Director
DIN: 00143486

---

Mar 31, 2015

The Directors have pleasure in presenting their 30th Annual Report on the business and operations of your Company along with Audited Financial Statements Annual Accounts for the Financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31st March, 2015 is as follows:

Particulars 31.03.2015 31.03.2014

Turnover (FOB) 2,80,801,668.00 2,31,021,672.64

Other Income 10,859,279.60 10,612,583.16

Less: Total Expenditure 273547783.55 2,16,818,221.89

Profit before interest, depreciation 18113164.05 24,816,033.91 and tax

Interest 5,247,576.55 3,522,816.18

Depreciation 6012565.72 3,771,248.00

Profit before Exceptional & extra - 6853021.78 17,521,969.73 ordinary items & Tax

Less: Exceptional Item 10,660.00 1,732,759.85

Add/Less: Extra Ordinary Items

Profit before Tax 6842361.78 15,789,209.88

Less: Deferred tax (8,88,085.00) (1,019,729.00)

Less: Income tax 2,822,063.00 6,271,373.00

Net Profit/ (Loss) after Tax for the 4908383.78 10,537,565.88 year

Profit/ (Loss) brought forward 78970942.80 74308524.92

Fixed Assets Carrying Amount Revert 1559622.25

Profit available for appropriation 85438948.83 84846090.80

Appropriations:

Interim Dividend on Equity Shares for the year 2417400.00 2417400.00

Proposed dividend on equity shares 2417400.00 2417400.00

Tax on proposed dividend 966676.00 840348.00

Transfer to general reserve 2,00,000.00 2,00,000.00

Fixed Assets Written Off 587406.94 0.00

Deferred Tax Liability adjusted due to 300848.00 0.00 Schedule II Effect

Balance carried forward 78549217.89 78970942.80

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

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

2. OPERATIONS

Currently in India, the national economy and marketplace is undergoing rapid changes and transformation. The volatility in the macroeconomic environment during the FY 2014-15 continued to ] cast its shadow and most of the markets where Mayur Leather 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. This coupled with favorable foreign exchange rate provided better profit margin.

Changing economic scenario and business conditions, evolving consumer preferences, rapid technological innovations and adoption and globalization are driving Mayur Leather to transform the manner in which they operate.

Major challenge is high inflation rate in India and shortage of Leather. This is posing a big problem as the acceptability selling price does not increase in the same ratio as compare to increase in cost of Raw Material. Especially Leather which has been increasing 15% to 25% per annum along with shortage of availability is a huge challenge. Your Company is now focused on its core business objective i.e. growth, profitability and asset efficiency.

During the year 2013- 14, revenue from operation increased by 6.21% as compared to year 2012- 2013 and in current year we have achieved 21.55% increment as compared to previous year.

The table below shows the comparative growth in revenue of the Company since last three years:

Financial year Revenue from Other income Total revenue operations

2012-13 Rs. 2175.13 Lacs Rs. 65.49 Lacs Rs.2240.62 Lacs

2013-14 Rs. 2310.22 Lacs Rs. 106.13 Lacs Rs.2416.35 Lacs

2014-15 Rs. 2808.02 Lacs Rs. 108.60 Lacs Rs. 2916.62 Lacs

In order to increase our market share to offset the decline in export, the Company has taken various steps, major of them are follows:

a. In collaboration with M/s UVEX our German buyers:

European union is under recession. We are trying to stabilize our turnover and increase our customer base and product profile

b. We undertook project implementation to start Vulka Shoe production for the Company Heckel Securite, France.

This has helped to nullify the reduction in exports to Europe over the last few years.

c. Development is on for new customers in Oman and Qatar to nullify reduction due to recession in middle east. We are also making efforts to develop addition customers in the middle east to support these efforts.

d. We are undertaking various activities to develop local Indian market:

Our presence in the local market was negligible in the year 2006 -07. We have started activities during the year 2007-08 & by 2008-09 our local market was approx. 29429 Pairs valued at approx.Rs. 1.49 Crores. In the year 2010-11 our local turnover was increased approx. 64% incomparison with the year 2009-10.During the year 2011-12 & 2012-13 due to recession effect on local market our local turnover was stable in both the years, it was around 1.50 Crore in each year.

During the FY. 2013-14 we achieved a target sale of 63860 Pairs in domestic Market valued at Rs 3.78 Crore Approx. which is a tremendous increment in domestic sales almost 152 % as compared to Previous Year. In Current Year the scale has got higher by sale of 92191 Pairs inDomestic Market valued at 6.72 Crore Approx. Efforts are on to increase local market hence tosupplement decrease in export market.However the thrust is to enter the Indian market in a bigway as even in India people are moving towards safety consciousness and demand is slowlyincreasing for quality safety footwear even though price expectation is a challenge. We expect to supplement the decrease in demand in Europe due to recession with increase in domestic supplies.

e. Company working very hard to enter into Domestic Institutional Sales to Government Paramilitary and Police Departments.

With reference to the above steps taken by the Company, the Company is confident of recovering the lost ground due to the recession in Europe.

However, there is one uncertainty in export business and that is the status of EURO. At the moment, it is very volatile and has decreased as compared with US Dollar from 1.33 to 1.11. Exchange rate is difficult to predict, but it is a global phenomenon and both the exporters and the importers in Europe will have to find a solution to it. The rate of US dollar is in favors of export market it has been increased from 59.95 to 61.50 as compared to previous year.

We have also gone in for diversification. The idea is to expand business areas in same line of business and for the purpose of the same the Company intends to enter into business of Sandals/sleepers also.

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 enables Company to reach the new heights. The Company is committed to work together keeping in full trust on each other and strive to keep itself in the high growth trajectory to achieve newer heights.

3. RESERVES

For the period under review the Board proposes to transfer Rs 2.00 Lacs to General Reserve Account of the Company.

4. DIVIDEND

Your Company 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. Company has a concerted dividend policy which ensures the availability of sufficient distributable income to its members. Your Company has paid 1 (One) interim dividend of Rs.0.50 per equity share of Rs 10/- each (i.e.5%) during the financial year ended on 31st March 2015. Board of Directors is pleased to recommend final dividend of Rs. 0.50 per equity share of Rs. 10/- each (i.e. 5%), for the year 2014-15 subject to approval of Shareholders in the Annual General Meeting.

The total outgo on account of dividend payment, including dividend tax, is Rs.58.01 Lacs.

5. EXTRACT OF ANNUAL RETURN

Relevant extract of Annual Return as on the Financial Year ended on March 31st, 2015 is given in ANNEXURE II to this Report.

6. MEETINGS OF THE BOARD

Eleven (11) meetings of the Board of Directors were held during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. For further details, please refer report on Corporate Governance of this Annual Report.

7. 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.

8. CAPITAL STRUCTURE

During FY 14-15, there is no change in the capital structure of Company. The Authorised Share Capital of Company is Rs. 5.80 Crores and Paid up share Capital of Company is Rs. 4.83 Crores.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajendra Kumar Poddar (DIN: 00143571), Director of the Company whose period of office is liable to retire by rotation pursuant to provisions of Company Act, 2013 and Article 39 of the Articles of Association of the Company retires by rotation at the ensuing AGM and being eligible offers himself for reappointment.

During the year under review, Board of Directors has confirmed the appointment of Mr. Nitesh Kumar Kumawat, DGM Corporate of the company as Chief Financial Officer in the category of key managerial personnel [KMP] of the Company with effect from May 30, 2014 and further with effect from same date re-designated Mr. Rajendra Kumar Poddar, CEO of the company in the category of key managerial personnel [KMP] of the Company. Moreover the Board has confirmed the redesignation of Ms. Amita Poddar as a Chairman of the Company w.e.f 31.07.2014.

Further, During the year under review, pursuant to the provision of Section 203 read with Sections 2(19) & 2(51) of Companies Act, 2013 and Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions ( including any modification or re- enactment thereof ), if any, of the Companies Act, 2013 and clause 47(c) of Listing agreement holding the prescribed qualification under Section 2(24) of the Companies Act, 2013, Board of Directors appointed Ms. Swati Dubey as a Whole time Secretary of the Company in the category of key managerial personnel [KMP] of the Company with effect from August 09, 2014.

10. APPOINTMENT OF INDEPENDENT DIRECTOR

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation. The Independent Directors i.e., Mr. Madhusudan Prasad Kejriwal & Mr. Madhukar Chaturvedi have affirmed that they continue to meet all the requirements specified under sub-section (6) of Section 149 of the Companies Act, 2013 in respect of their position as an "Independent Director" of Mayur Leather Products Limited.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

11. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes 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 on 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 and the same has been posted as Company's website www.mayurgroups.net.

12. COMMITTEES OF THE BOARD

AUDIT COMMITTEE

The Company has constituted the Audit Committee in line with the provision section 177 (1)of the Companies Act, 2013 and the listing agreement entered by the Company with the stock exchanges. The Audit Committee comprises Independent Directors namely Shri Madhukar Chaturvedi (Chairman) and Shri Madhusudan Prasad Kejriwal and Mrs. Amita Poddar as other members. All the recommendations made by the Audit Committee were accepted by the Board. For further details kindly refer Report on Corporate Governance annexed with the Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted the Nomination and Remuneration Committee in line with the provision of the Companies Act, 2013 and the listing agreement entered by the Company with the stock exchanges. The Nomination and Remuneration Committee comprises Independent Directors namely Shri Madhusudan Prasad Kejriwal (Chairman) and Madhukar Chaturvedi and Shri Rajesh Virendra Gupta as other members. For further details kindly refer Report on Corporate Governance annexed with the Annual Report.

The policy formulated by Nomination and Remuneration Committee on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors of the Company.

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Company has constituted the Stakeholder's Relationship Committee in line with the provision of the Companies Act, 2013 and the listing agreement entered by the Company with the stock exchanges. The Stakeholder's Relationship Committee comprises Independent Directors namely Shri Madhusudan Prasad Kejriwal (Chairman) and Madhukar Chaturvedi and Shri Rajendra Kumar Poddar and Mrs. Amita Poddar as other members. For further details kindly refer Report on Corporate Governance annexed with the Annual Report. Ms. Swati Dubey acts as a Compliance Officer for this Committee.

13. AUDITOR'S OF THE COMPANY:

STATUTORY AUDITOR

M/s. Madhukar Garg & Co., Chartered Accountants, Jaipur having FRN 000866C were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 08th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from the above mentioned Auditors to the effect that they conform with the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 141 of the said Act.

As required under clause 41 of Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of ICAI.

STATUTORY AUDITOR'S REPORT

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

Further Company failed to comply with provisions of Sec. 123 sub clause (4) of companies Act 2013 with regard to deposit of interim dividend in schedule bank in a separate account within five days from the date of declaration of dividend due to addition in the bank paper formalities for opening of bank account and henceforth delay occurred on the event of liasoning with the Bank regarding the same and resultantly getting the documents signed by Authorized Signatory of the Company. Though there was delay in deposit of interim dividend in schedule bank in a separate account but the company dispatched all the dividend warrants within thirty days of declaration of dividend so that no inconvenience will be caused to our shareholder.

SECRETARIAL AUDITOR

The Board has appointed M/s Jaks & Associates, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as ANNEXURE I to this Report.

The Company is pleased to inform 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

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

Further with reference to the lack of independent director in the composition of the Board as per Listing Agreement, Company is sincerely in process to appoint an Independent Director. There is no malafide intention of the company behind the delay in the appointment of an Independent Director.

COST AUDITOR

The requirement of Cost Audit in your industry has been excluded/removed in The Companies (Cost Records and Audit) Rules, 2014, issued by the Ministry of Corporate Affairs vide its notification dated 30th June, 2014. Therefore, no appointment was made of the Cost Auditor to carry out the Cost Audit for the financial year ended 31st March, 2015.

14. HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that it's continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However aspirations of employees in India remain to be high. This is a challenge as only growth can fulfill these aspirations and in today's market scenarios one has to perform extraordinarily to achieve growth.

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, color, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

15. CORPORE SOCIAL RESPONSIBLITY

Our key Strategy for Corporate Social Responsibility is to mobilize core competencies and resources of business, public organizations and Government Institutions…...to facilitate their working in partnership on projects that benefit communities. We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives. Though the Company doesn't fall under the ambit of Section 135 of Companies Act, 2013, but still Company has implemented following activities to fulfill corporate social responsibility in the financial year 2014-15:

-eradicating extreme hunger and poverty;

-promotion of Education;

-promoting gender equality and empowering women;

-reducing child mortality and improving maternal health;

-combating human immunodeficiency virus, acquired, immune deficiency syndrome, malaria and other diseases;

-ensuring environmental sustainability;

-employment enhancing vocational skills;

-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.

16. DELISTING OF EQUITY SHARES

The members have passed a special resolution in the Annual General Meeting of Company held on 10th July, 2004 permitting the Company to delist its shares from the regional stock exchanges of Delhi, Kolkata,Jaipur and Ahmedabad. As on date, out of the above-stated four stock exchanges, the equity shares of the Company have been delisted from the Delhi, Ahmedabad and Jaipur Stock Exchanges. Delisting application of the Company is still pending with the Calcutta Stock Exchange Association Ltd., Kolkata since December 2004. Inspite of several reminders, the Company did not get any response from the exchange in the matter of the delisting status.

17. DISCLOSURE OF SUBSIDIARY AND ASSOCIATE COMPANY

However, the Company exercises significant influence (32.26%) over its Associate Company i.e. "Mayur Global Private Limited". Mayur Global Private Limited is a Footwear Manufacturing company established to fulfill the export demand of leather Footwear.

18. RISK MANAGEMENT POLICY

Your Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the identified risks relate to competitive intensity and cost volatility.

To sustain and grow in global market one must be ready for some level of uncertainty. Greater the uncertainty, higher the risk. The risk management function is integral to the Company and its objectives include ensuring that critical risks are identified, continuously monitored and managed effectively in order to protect the Company's business. The Company operates in an environment which is affected by various factors some of which are controllable while some are outside the control of the company. The Company proactively takes reasonable steps to identify and monitor the risk and makes efforts to mitigate significant risks that may affect it. Some of the risks that are potentially significant in nature and need careful monitoring are listed here under:

- Macroeconomic Factors

- Political Factors

- Product portfolio

- Competition from product launches

- Talent acquisition & retention

- Continuance and growth of channel partners

- High dependence on suppliers

- Geographic concentration

- Changes in government policy and legislation

- Chinese Competition

- Raw Material Price Increase

- Foreign Exchange Fluctuation

19. INTERNAL FINANCIAL CONTROLS

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 were observed.

20. MANAGEMENT DICUSSION AND ANALYSIS REPORT

A detailed discussion on the industrial structure, development, opportunities, threats, review of operational performance and risks, as required under the Listing Agreements with stock exchanges, forms part of this report and is annexed herewith.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

22. PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be disclosed in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ANNEXURE III to this Report .

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

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 standalone financial statement. (Please refer to Note 13 and 17 to the standalone financial statement).

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.mayurgroups.net. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Equity Listing Agreement.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is disclosed in Form AOC 2 ANNEXURE IV is is annexed to this report.

Your Directors draw attention of the members to Note 35 to the financial statement which sets out related party disclosures.

25. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

26. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report along with the requisite Certificate from Company Secretaries in Practice, as stipulated, is annexed to this Report.

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

The information required to be disclosed pursuant to Section 134(3)(m) of the companies act, 2013 read with Rule 8 of companies (Accounts) Rules,2014, the particulars of technology absorption and foreign exchange earnings and outgo is provided as under.

RESEARCH & DEVELOPMENT / TECHNOLOGY ABSORPTION

Company continued to give utmost importance to the R&D activities. The Company has its own in- house well-developed Research and Development division. The objective of the Company through continuous Research and Development activities is the introduction of cost effective, state-of-art- products with enhanced life and to increase the production capacity. The Company's Laboratory and R&D division is continuously working towards new developments and keeps pace with the latest developments in high tech areas. During the year company has spend Rs.9,51,597.00 (previous year Rs. 4,75,485.00) on R & D expenditure, which is debited in financial books.

FOREIGN EXCHANGE EARNING AND OUTGO

Activities relating to exports; initiatives taken to increase exports, development of new export markets for product and services; and export plans:

The Company is engaged in the manufacture and export of leather safety shoes and shoe uppers. The majority sale is through exports. Due to the economic slowdown, the export market of the regular products has been badly affected. This is being countered by two activities: -

- Re-align fresh business from existing customers with new products.

- Develop an Indian Market Network.

28. INTERNAL AUDITOR

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

The directors are pleased to confirm the appointment of M/s. Varma Prashant & Associates, as Internal Auditors of the company.

29. GENERAL

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. There was no fraud which has been reported to the Audit Committee / Board but not to CG during the year under review.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and 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 Company.

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 of Directors

PLACE : JAIPUR Sd/- Sd/-

DATE : 14.08.2015 R.K. Poddar Amita Poddar

Director Director

DIN:00143571 DIN:00143486

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Mar 31, 2014

Dear Members,

Mayur Leather Products Ltd.

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company along with Audited Annual Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31st March, 2014 is as follows:

Particulars 31.03.2014 31.03.2013

Turnover (FOB) 2,31,021,672.64 2,17,512,777.00

Other Income 10,612,583.16 6,548,945.71

Less: Total Expenditure 2,16,818,221.89 2,03,157,287.93

Profit before interest, depreciation and tax 24,816,033.91 20,904,434.78

Interest 3,522,816.18 4,258,498.61

Depreciation 3,771,248.00 3,686,426.00

Profit before Exceptional & extra-ordinary 17,521,969.73 12,959,510.17

items & Tax

Less: Exceptional Item 1,732,759.85 1,116,605.00

Add/Less: Extra Ordinary Items - -

Profit before Tax 15,789,209.88 11,842,905.17

Less: Deferred tax (1,019,729.00) 2,356,110.00

Less: Income tax 6,271,373.00 2,732,532.58

Net Profit/ (Loss) after Tax for the year 10,537,565.88 6,754,262.59

Profit/ (Loss) brought forward 74308524.92 7,33,73,388.33

Profit available for appropriation 84846090.80 80127650.92

Appropriations: _ _

Interim Dividend on Equity Shares for the year 2417400.00 24,17,400.00

Proposed dividend on equity shares 2417400.00 24,17,400.00

Tax on proposed dividend 840348.00 7,84,326.00

Transfer to general reserve 2,00,000.00 2,00,000.00

Balance carried forward 78970942.80 74308524.92

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

OPERATIONS

Currently in India, the national economy and marketplace is undergoing rapid changes and transformation. The volatility in the macroeconomic environment during the FY 2013-14 continued to cast its shadow and most of the markets where Mayur Leather 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

omple x projects and the rigor in following strong internal processes. This coupled with favorable foreign exchange rate provided better profit margin.

Changing economic scenario and business conditions, evolving consumer preferences, rapid technological innovations and adoption and globalization are driving Mayur Leather to transform the manner in which they operate.

Major challenge is high inflation rate in India and shortage of Leather. This is posing a big problem as the acceptability selling price does not increase in the same ratio as compare to increase in cost of Raw Material.Especially Leather which has been increasing 15% to 25% per annum along with shortage of availability is a huge challenge.Your Company is now focused o n its core business objective i.e. growth, profitability and asset efficiency.

During the year 2012 - 13, revenue from operation increased by 3.29% as compared to year 2011-2012 and in current year we have achieved 6.21% increment as compared to previous year.

The table below shows the comparative growth in revenue of the Company since last three years:

Financial year Revenue from operations Otherincome Total revenue

- Rs. 2105.80 Lacs Rs. 60.72 Lacs Rs. 2166.52 Lacs

2012 - 13 Rs. 2175.13 Lacs Rs. 65.49 Lacs Rs.2240.62Lacs

2013 - 14 Rs. 2310.22 Lacs Rs. 106.13 Lacs Rs.2416.35Lacs

In order to increase our market share to offset the decline in export, the Company has taken various steps, major of them are follows:

a. In collaboration with M/s UVEX our German buyers:

European union is under recession. We are trying to stabilize out turnover and increase our customer base and product profile

b. We undertook project implementation to start Vulka Shoe production for the Company Heckel Securite, France.

This has helped to nullify the reduction in exports to Europe over the last few years._

c. Development is on for new customers in Oman and Qatar to nullify reduction due to recession in middle east.We are also making efforts to develop addition customers in the middle east to support these efforts.

d. We are undertaking various activities to develop local Indian market:

Our presence in the local market was negligible in the year 2006 - 07. We have started activities during the year 2007-08 & by 2008-09 our local market was approx. 29429 Pairs valued at approx. Rs. 1.49 Crores. In the year 2010-11 our local turnover was increased approx. 64% in comparison with the year 2009-10.

During the year 2011-12 & 2012-13 due to recession effect on local market our local turnover was stable in both the years, it was around 1.50 crore in each year. But during the current year we achieved a target sale of 63860 Prs in domestic Market valued at Rs 3.78 Crore Approx. which is a tremendous increment in domestic sales almost 152 % as compared to Pr evious Year. Efforts are on to increase local market hence to supplement decrease in export market.

However the thrust is to enter the Indian market in a big way as even in India people are moving towards safety consciousness and demand is slowly increasin g for quality safety footwear even though price expectation is a challenge.

We expect to supplement the decrease in demand in Europe due to recession with increase in domestic supplies.

With reference to the above steps taken by the Company, the Company is confident of recovering the lost ground due to the recession in Europe.

However, there is one uncertainty in export business and that is the status of EURO. At the moment, it is very volatile and has decreased as compared with US Dollar from 1.45 to 1.33. Exchange rate is difficult to predict, but it is a global phenomenon and both the exporters and the importers in Europe will have to find a solution to it. The rate of US dollar is in favors of export market it has been increased from 54.32 to 59.95 as compared to previous year.

We have also gone in for diversification. The idea is to expand business areas in same line of business and for the purpose of the same the Company intends to enter into business of Sandals/sleepers also.

RESERVES

For the period under review the Board proposes to transfer Rs 2.00 Lacs to General Reserve Account of the Company.

DIVIDEND

Your Company 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. Company has a concerted dividend policy which ensures the availability of sufficient distributable income to its members. Your Company has paid 1 (One) interim dividend ofRs.0.50 per equity share of Rs 10/- each (i.e.5%) during the financial year ended on 31st March 2014. Board of Directors is pleased to recommend final dividend ofRs. 0.50 per equity share of Rs. 10/- each (i.e. 5%), for the year 2013-14 subject to approval of Shareholders in the Annual General Meeting.

The total outgo on account of dividend payment, including dividend tax, is Rs.56.75 Lacs.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits from public during the year under review.

CAPITAL STRUCTURE

During FY 13-14, there is no change in the capital structure of Company. The Authorised Share Capital of Company is Rs. 5.80 Crores and Paid up share Capital of Company isRs. 4.83Crores.

DIRECTORS

During the year under review, Mr. Keshav Deo Agarwal (DIN:00172149) has resigned from the directorship of the Company and ceased to be a Director of Company w.e.f. 16.07.2013. The board of directors wishes to place on record their sincere appreciation for contribution made by him, during his tenure as a Director of the Company.

Ms. Amita Poddar (DIN: 00143486), Director of the Company whose period of office is liable to retire by rotation pursuant to provisions of Company Act, 2013 and Article 39 of the Articles of Association of the Company retires by rotation at the ensuing AGM and being eligible offers herself for reappointment.

Further, Mr. Madhusudan Prasad Kejriwal(DIN: 06547411) and Mr. Madhukar Chaturvedi (DIN: 06547404) 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 up to 31st 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.

AUDITORS

M/s. Madhukar Garg & Co., Chartered Accountants, Jaipur having FRN 000866C, the Statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. It is proposed to re-appoint them tohold office from the conclusion of this AGM until the conclusion of the third consecutive AGM.

The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The auditors have stated that the company has transacted with the parties covered u/s 301. The directors hereby express that the transaction entered into were basically current account transactions in nature. The rate of interest and other terms & conditions are not prejudicial to the interest of company.

The delay in payment of statutory dues with Income Tax Department, as stated in Auditor''s Report, is not serious in nature and was deposited with the concerned authority with interest, as applicable. Other than this, the Notes on Financial Statements referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

COMPLIANCE CERTIFICATE

As per the requirements of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Compliance Certificate for the Financial Year 13-14 from M/s V. M. & Associates, Company Secretaries, Jaipur, confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this report.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that it''s continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However aspirations of employees in India remain to be high. This is a challenge as only growth can fulfill these aspirations and in today''s market scenarios one has to perform extraordinarily to achieve growth.

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 neighbouring 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.

DELISTING OF EQUITY SHARES

The members have passed a special resolution in the Annual General Meeting of Company held on 10th July, 2004 permitting the Company to delist its shares from the regional stock exchanges of Delhi, Kolkata, and Ahmedabad. As on date, out of the above-stated four stock exchanges, the equity shares of the Company have been delisted from the Delhi, Ahmedabad and Jaipur Stock Exchanges. Delisting application of the Company is still pending with the Calcutta Stock Exchange Association Ltd., Kolkata since December 2004. Inspite of several reminders, the Company did not get any response from the exchange in the matter of the delisting status.

DISCLOSURE OF SUBSIDIARY AND ASSOCIATE COMPANY

The shares of "Mayur Abodes Limited"which became the subsidiaryof your Company "Mayur Leather Products Limited" on1st October, 2010, have been sold through a share sell agreement dated 10th April, 2013. Therefore, as on date "Mayur Leather Products Limited" does not have any Subsidiary Company.

However,the Company exercises significant influence (32.26%) over its Associate Company i.e. "Mayur Global Private Limited".Mayur Global PrivateLimitedis a Footwear Manufacturing company established to fulfill the export demand of leather Footwear.

MANAGEMENT DICUSSION AND ANALYSIS REPORT

A detailed discussion on the industrial structure, development, opportunities, threats, review of operational performance and risks, as required under the Listing Agreements with stock exchanges, forms part of this report and is annexed herewith.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors confirm that:

1. that in the preparation of the Annual Accounts for the Financial year 2013-2014, the applicable Accounting Standards have been followed and there are no material departures;

2. that 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 for the financial year and of the statement of profit and loss of the Company for that period.;

3. that the directors have taken proper and sufficient care to the best of their knowledge and ability 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;

4. that the Annual Accounts are prepared on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be disclosed under the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, from time to time.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report along with the requisite Certificate from Company Secretaries in Practice, as stipulated, is annexed to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, and rules made therein, the particulars of technology absorption and foreign exchange earnings and outgo is provided as under.

(A) CONSERVATION OF ENERGY

The Company has taken various steps to reduce consumption of power, fuel, oil and other energy resources. The Company regularly takes advice from experts on energy conservation measures to be adopted. Regular studies are undertaken for assessing the possibilities of use of various methods by which the Company optimizes the use of energy without effecting the productivity, quality etc. Training programs are conducted to increase awareness on energy saving. As already mentioned, the efforts of the Company have already started showing results as the power, fuel and water expenses have been reduced for the year under review. This reduction has been achieved despite of escalating power and fuel prices.

(B) RESEARCH & DEVELOPMENT / TECHNOLOGY ABSORPTION

Company continued to give utmost importance to the R&D activities. The Company has its own in-house well-developed Research and Development division. The objective of the Company through continuous Research and Development activities is the introduction of cost effective, state-of-art-products with enhanced life and to increase the production capacity. The Company''s Laboratory and R&D division is continuously working towards new developments and keeps pace with the latest developments in high tech areas.

(C) FOREIGN EXCHANGE EARNING AND OUTGO

Activities relating to exports; initiatives taken to increase exports, development of new export markets for product and services; and export plans:

The Company is engaged in the manufacture and export of leather safety shoes and shoe uppers. The majority sale is through exports. Due to the economic slowdown, the export market of the regular products has been badly affected. This is being countered by two activities: -

A. Re-align fresh business from existing customers with new products.

B. Develop an Indian Market Network.

Hopefully the results should start showing within the next six months. It is our endeavor to fight the worldwide recession.

INTERNALAUDITOR

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

The directors are pleased to confirm the appointment ofM/s. Verma Prashant & Associates, as Internal Auditors of the company.

SECRETARIAL AUDITOR

As per section 204 of Companies Act 2013, every listed company is required to annex with its Boards report, a Secretarial Audit Report which shall be issued from the financial year 2014-15 onwards which is to be given by a Company Secretary in practice.

The directors are pleased to confirm the appointment of M/s Jaks & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and 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 Company.

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 of Directors PLACE : JAIPUR Sd/- Sd/- DATE : 30.05.2014 R.K. Poddar Amita Poddar Director Director DIN:00143571 DIN:00143486

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Mar 31, 2013

The directors have great pleasure in presenting the annual report together with audited statement of accounts for the year ended September 30, 2013.

(consolidated)

financial highlights 2012-13 2011-12 in '' in ''

net revenue from operations 658,53,48,871 452,05,81,457

less expenditure 510,97,28,244 351,72,78,952

operating profit (pbidt) 147,56,20,628 100,33,02,505

interest 28,54,39,350 20,51,99,592

profit before depreciation & tax (pbt) 119,01,81,278 79,81,02,913

depreciation 50,34,74,226 42,34,87,038

profit before tax 68,67,07,052 37,46,15,875

provision for taxation 15,89,29,966 6,74,85,866

profit after tax 52,77,77,086 30,71,30,009

provision for deferred tax 2,09,84,814 1,30,14,433

profit after deferred tax 50,67,92,272 29,41,15,576

balance brought forward 61,07,67,157 51,66,76,293

profit available for appropriation 111,75,59,429 81,07,91,869 appropriation

dividend paid 1,22,90,705

proposed dividend 13,20,61,645 4,30,42,192

dividend distribution tax 2,14,23,700 69,82,520

general reserve 15,00,00,000 15,00,00,000

balance carried forward in p&l a/c 80,17,83,378 61,07,67,157

(standalone)

financial highlights 2012-13 2011-12 in '' in ''

net revenue from operations 448,95,05,679 308,39,19,980

less expenditurev 331,32,81,507 232,52,57,512

operating profit (pbidtb 117,62,24,172 75,86,62,468

interest 27,14,32,642 18,38,28,194

profit before depreciation & tax (pbt) 90,47,91,530 57,48,34,274

depreciation 34,95,87,981 29,79,43,411

profit before tax 55,52,03,549 27,68,90,863

provision for taxation 13,98,74,629 5,53,15,987

profit after tax 141,53,28,920 22,15,74,876

provision for deferred 1,84,69,264 1,12,54,813

profit after deferred tax 39,68,59,656 21,03,20,063

balance brought forward 23,17,06,088 22,14,10,737

profit available for appropriation 62,85,65,744 43,17,30,800

dividend paid 13,20,61,645 4,30,42,192

proposed dividend 2,14,23,700 69,82,520

general reserve 15,00,00,000 15,00,00,000

balance carried forward in p&l a/c 32,50,80,399 23,17,06,088

Results of operation : consolidated

income for the year ended september 30 2013 was ''. 658.53 crore as compared to ''. 452.06 crore for the previous year. net profit after tax was ''. 50.68 crore vis-a-vis ''. 29.41crore for fy 2011-12. earnings per share was ''. 19.19 compared to ''. 12.30 for the previous year.

standalone

income for the year ended september 30 2013 was ''. 448.95 crore as compared to ''. 308.39 crore for the previous year. net profit after tax was ''. 39.68 crore vis-a-vis ''. 21.03 crore for fy 2011-12. earnings per share was ''. 15.03 compared to ''. 8.80 for the previous year.

share capital

the paid up share capital of the company as on september 30 2013 stood at ''. 26.41 cr and the reserves and surplus ''. 235 cr (206.18 cr in the previous year) and on consolidated level reserves and surplus ''. 312.00 cr as against ''. 268.29 cr in the previous year. the company''s shares are listed on the national stock exchange (nse), bombay stock exchange (bse), and madras stock exchange (mse). the company has paid the annual listing fees to all the stock exchanges and there are no arrears.

allotment of equity shares against exercise of option on convertible warrants in terms of the approval given by the shareholders of the company at the annual general meeting held on 29.03.2012, and upon receipt of requisite statutory approvals, the board of directors of the company allotted a total of 25 lakh fully paid up equity shares of ''.10 each in 2 equal instalments on 15.02.2013 and 07.06.2013, to g muralikrishna and v ramachandran, two of the promoters of the company, on preferential basis. the company does not have any convertible warrant outstanding as on date.

dividend

your directors are pleased to recommend an increased dividend of ''. 5.00 per share on an enhanced paid up capital of ''. 26,41,23,290. total dividend pay-out including dividend distribution tax is ''. 15.35 cr.

business and prospects

while the business focus continues to be on banking and financial services and insurance, healthcare and technology verticals, the company has taken the initiative to launch services in new horizontals such as big data and analytics, cloud services and mobile technology solutions.

according to IDC these new generation offerings are estimated to drive 90% of the growth in the IT space between 2013 and 2020. it is expected to have a potential to generate revenues in excess of a trillion dollars during this decade.

our company has set up a center of excellence for rolling out solutions on the mobile platform. we have launched our ''predictive analytics practice'' in May this year when the company had the privilege of ringing the nasdaq closing bell commemorating 15 years of listing of our US subsidiary on the nasdaq.

these bold initiatives not only present a humungous opportunity but also establish your company in the forefront of cutting edge technologies.

the company has long-standing relationships with large multinational corporations. focus on a few large clients has helped the company to strengthen the relationship and gain increased traction from existing clients.

the company works with eight of the top 20 global banks in the bfsi space. these clients include universal banks, investment banks, capital market institutions, insurance companies etc.

in the healthcare vertical the company caters to healthcare providers, healthcare payers and life sciences companies.

all these client organizations offer huge potential for the new age service offerings launched by the company.

knowledge services is yet another business segment that is non linear. the company made significant progress offering technology training to various corporates in India and overseas. social sector has been added to the basket this year. the company is associated with nasscom as an accredited training partner for skill development in the IT and ITES sectors. this initiative is an integral part of a national mission for up-gradation of skills. the national mission has an objective to cover 500 million persons under this program by 2022.

subsidiary companies and consolidated financial statements with the gradual easing of the global slowdown and with the US economy looking up, all the subsidiaries have performed satisfactorily during the year.

as per section 212 of the companies act 1956, the company is required to attach directors report, balance sheet and profit and loss account of the subsidiaries. the ministry of corporate affairs, government of India, vide its general circular no: 2/2011 dated 08.02.2011, has provided exemption to companies from complying with section 212, provided the board approves the proposal and such companies publish the audited consolidated financial statements in the annual report. accordingly, the annual report for 2012-13 does not contain the financial statements of the subsidiaries. the audited annual accounts and related information of the subsidiaries, where applicable, will be made available upon request. these documents will also be available for inspection during business hours at the registered office of the company at chennai.

particulars of employees as required by the provisions of section 217 (2a) of the companies act, 1956, read with companies (particulars of employees) rules, 1975, as amended, the names and other particulars of the employees are set out in annexure to the directors'' report. however, as per the provisions of the section 219(1) (b) (iv) of the companies act, 1956, the report of the directors is being sent to all the shareholders of the company excluding the aforesaid information. any shareholder of the company interested in obtaining such information may write to the secretary at the corporate office of the company.

vmoksha - arbitration status

as reported already, your company signed a definitive share purchase agreement (spa) to acquire 100% equity in three vmoksha entities based at bangalore, singapore and USA in the month of may 2005. however, the sellers tried to renege the spa and hence your company initiated arbitration proceedings.

arbitration proceedings were presided by hon''ble justice mr.k.venkataswami, judge, supreme court (retd) as the sole arbitrator. arbitration proceedings were conducted over a period of two years spread over 34 sittings. the first sitting

was held on 28.10.2006 and thirty fourth sitting was held on 28.06.2008 and 5 volumes of 1370 pages of documents were submitted before the arbitrator. the hon''ble arbitrator posted the matter for pronouncement of award on 20.09.2008. at the request of the advocates of the respondents the award date was rescheduled to 29.09.2008. unfortunately, hon''ble justice mr.k.venkataswami passed away on 26.09.2008 just 3 days before the revised pronouncement date.

as the company wanted to settle the issue in a legally valid manner, the company decided to continue the arbitration proceedings. hence, the company has filed a petition before the hon''ble high court of madras seeking its directions for appointment of a new arbitrator for speedy disposal of the arbitration proceedings [ref o.p.no.336 of 2009]. the petition is pending before the honble high court for disposal.

based on its present knowledge of facts and as per legal opinion obtained, the current legal proceedings, in the opinion of your management, will not have a material adverse effect on the results / operations of helios and matheson.

directors'' responsibility statement

pursuant to the requirement under section 217 (2aa) of the companies act, 1956, with respect to directors responsibility statement, it is hereby confirmed that:

in the preparation of the annual accounts for the financial year ended september 30 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the companies act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

the directors have prepared the accounts for the financial year ended september 30 2013 on a "going concern" basis.

directors

s.k patil retires by rotation at this annual general meeting and is eligible for election. suresh kumar r was appointed as additional director of the company at the board meeting held on 29.10.2013 and holds office upto the date of the ensuing annual general meeting. notice has been received from a

member of the company proposing the candidature of suresh kumar r as a director of the company at the ensuing annual general meeting. necessary resolutions for approval of shareholders are proposed in the notice of the ensuing annual general meeting for the reappointment of s.k patil and appointment of suresh kumar r as directors of the company.

conservation of energy, research & development, technology absorption, foreign exchange earnings and outgo

the provisions of subsection (1) (e) of section 217 of the companies act, 1956, read with companies (disclosure of particulars in the report of board of directors) rules, 1988, are set out in the annexure to this report.

auditors

m/s.venkatesh & co., chartered accountants, chennai, retire at the ensuing annual general meeting and are eligible for reappointment. a certificate under section 224 (1-b) of the companies act, 1956, has been received from them.

acknowledgement

your directors thank the clients, vendors, investors, financial institutions and bankers for their continued support for the company''s growth. your directors place on record their appreciation of the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support, have enabled the company to achieve rapid growth.

your directors thank the government of India, particularly the department of electronics, software technology parks- chennai and bangalore, department of commerce (mepz special economic zone) chennai, ministry of information technology, ministry of commerce, the reserve bank of india, the department of telecommunications, the state governments, and other government agencies for their support during the year and look forward to their continued support in the future.

for and on behalf of the board

place: chennai muralikrishna g.

date : 29.11.2013 chairman & managing director