Directors Report of Mayur Uniquoters Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 32^nd Annual Report on the business and operations of Mayur Uniquoters
Limited (“the Company” or “Mayur”) along with the Audited standalone & consolidated financial Statements for the Financial
Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The Company has prepared the financial statements for the financial year ended March 31, 2025, in terms of Sections
129, 133 and Schedule III to the Companies Act, 2013 (as amended) (“the “Act”) read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

The Company''s financial performance for the year ended March 31, 2025 is summarized as below:

Particulars	Standalone		Consolidated
	March 31,2025	March 31,2024	March 31,2025	March 31,2024
Income from Operations	82,020.64	76,424.04	88,013.75	80,297.94
Other Income	3966.42	3077.32	4072.50	3,184.73
Total Income	85,987.06	79,501.36	92,086.25	83,482.67
Net Profit/(Loss) for the period (Before Tax, Exceptional and/or Extraordinary Items)	19,019.54	15,510.46	20,128.36	15,881.97
Net Profit/(Loss) for the period Before Tax (After Exceptional and/or Extraordinary Items)	19,019.54	15,510.46	20,128.36	15,881.97
Net Profit/(Loss) for the period After Tax (After Exceptional and/or Extraordinary Items)	14,100.87	11,954.78	14,928.94	12,246.83
Total Comprehensive Income for the period [Comprising Profit/(Loss) for the period (After Tax) and Other Comprehensive Income (After Tax)]	14,098.93	11,897.71	15,091.73	12,226.97
Equity Share Capital	2,172.63	2,197.63	2,172.63	2,197.63
Other Equity [Reserves (Excluding Revaluation Reserve)]	92,456.79	84,577.46	93,384.56	84,512.42
Earnings Per Share (of Rs. 5.00 each) (for continuing and discontinued operations): 1. Basic (in Rs.):	32.28	27.20	34.18	27.86
2. Diluted (in Rs.):	32.28	27.20	34.18	27.86

2. STATE OF COMPANY''S AFFAIRS AND PERFORMANCE

During the financial year under review, your Company
continues to create long- term value and there is
remarkable growth of the Company in the market. The
major contributing factors towards the success of
Mayur is its commitment to serve the customer and
shareholders to their satisfaction. Your Company
continues to focus on efficiency and productivity for
future readiness with cautious optimism.

Further information on the business overview and
outlook and state of the affairs of the Company is
discussed in detail in the Management Discussion &
Analysis Report as Annexure-VII.

The Management at the operational level, with the
extensive support of the employees, made it possible
to achieve the organizational activities at the desired
levels / targets and the cumulative efforts turned the
budgets into achievements.

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

Revenue and Profit (Standalone)

Your company''s total income during the financial year
under review amounted to Rs. 85,987.06 lakhs as
compared to Rs. 79,501.36 lakhs in the previous
financial year and net profit after tax (PAT) amounted to
Rs. 14,100.87 lakhs as compared to Rs. 11,954.78

lakhs in the previous financial year. Accordingly, there
is a remarkable increase in Net Profit After Tax (PAT) by
17.95% during the financial year 2024-25.

Revenue and Profit (Consolidated)

The total income during the year under review
amounted to Rs. 92,086.25 lakhs as compared Rs.
83,482.67 lakhs in previous financial year and net profit
after tax (PAT) amounted to Rs. 14,928.94 lakhs as
compared to Rs. 12,246.83 lakhs in previous year.
Accordingly, there is an increase of 21.90% in the
financial year 2024-25

During the financial year under review, there is an
increase in the profit after tax (PAT) due to
implementation of effective cost savings plans,
increase in sales price along with the significant
increase in sales in overseas subsidiaries.

3. DIVIDEND

Mayur has always endeavored to retain a balance by
providing an appropriate return to the shareholders
while simultaneously retaining a reasonable portion
of the profit to maintain healthy financial leverage with
a view to support and fund the future expansion plans.

During the financial year under review, the Board of
Directors with the approval of the shareholders had
declared the final dividend for the financial year 2023¬
24 of Rs. 3.00 per share of face value Rs 5.00 each
(i.e.60%). Also, the Board at its meeting held on May
08, 2025 has recommended a dividend of Rs. 5.00
per share of face value Rs. 5.00 each (i.e.100%) and
the same is subject to the approval of shareholders at
the ensuing Annual General Meeting to be held on
September 17 2025. The total dividend payout for
financial year 2023-24 was Rs. 1,318.58 lakhs and
proposed final dividend payout for the financial year
2024-25 will be Rs. 2,172.63 lakhs. The dividend pay¬
out is in accordance with the company''s dividend
distribution policy.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members effective April 1,
2020 and the Company is required to deduct tax at
source (TDS) from dividend paid to the Members at
prescribed rates as per the Income-Tax Act, 1961.

The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing
Regulations”), can be accessed on the Company''s
website at www.mayuruniquoters.com/pdf/dividend-
distribution-policy.pdf

4. TRANSFER TO RESERVES

Your Board do not propose to transfer any amount to
the General Reserve for the financial year ended March
31, 2025.

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.

86.00. 00.000.00 (Rupees Eighty Six Crore only) divided
into 5,00,00,000 (Five Crores) Equity Shares of Rs.
5.00 (Rupees Five Only) each and 15,25,000 (Fifteen
Lakhs and Twenty Five Thousand Only) Compulsory
Convertible Participating Preference Shares (CCPPS)
of Rs. 400.00 (Rupees Four Hundred Only) each.

During the year under review, the Board of Directors at
their meeting held on August 08, 2024 have approved
the Buy-Back offer of 5,00,000 (Five Lakhs) fully paid-
up equity shares of Rs.5/- (Rupees Five) each at a
price of Rs. 800 (Rupees Eight Hundred Only) per share
for an aggregate amount of Rs. 40,00,00,000/-
(Rupees Forty Crores Only)

Further after the completion of the buy back of equity
shares by the Company, the paid up share capital of
the Company has been reduced from Rs.

21.97.63.000. 00 (Rupees Twenty-One Crores Ninety-
Seven Lakhs Sixty-Three Thousand Only) consisting
of 4,39,52,600 (Four Crores Thirty-Nine Lakhs Fifty-
Two Thousand Six Hundred Only) equity shares of Rs.5/
-(Rupees Five) each to Rs. 21,72,63,000.00 (Rupees
Twenty-One Crores Seventy-Two Lakhs Sixty-Three
Thousand Only) consisting of 4,34,52,600 (Four Crores
Thirty-Four Lakhs Fifty-Two Thousand Six Hundred
Only) equity shares of Rs.5/- (Rupees Five) each.

6. DISCLOSURES RELATING TO SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

The Company along with the following Wholly Owned
Subsidiaries and Step Down Subsidiary is engaged in
the business of manufacturing and supply/trading of
artificial leather not only in the country but also across
the globe Further, during the financial year under review
the Company does not have any Joint Venture or
Associate Company:.

The Company has the following Wholly Owned
Subsidiary Companies:

I. Mayur Uniquoters Corp. (USA) - Wholly Owned
Subsidiary

Mayur Uniquoters Corp. (MUC) was incorporated
in Texas, USA as a domestic for Profit Corporation
under the provisions of Texas State Laws having
its office at 1999, Bryan St. Suite 900, Dallas, Texas.
MUC''s main activity is supply of artificial leather to

OEM customer in USA on just in time basis. MUC
is not engaged in any manufacturing activity except
some job work processing which is based on
customers'' requirements.

II. Mayur Uniquoters SA (Pty) Ltd. (Johannesburg,
South Africa) - Wholly Owned Subsidiary

Mayur Uniquoters SA (Pty) Ltd was incorporated in
Republic of South Africa and is the Wholly Owned
Subsidiary of the Company. The Company is mainly
engaged in the trading of PVC Vinyl or Artificial/
Synthetic Leather in the territory of Republic of
South Africa.

III. Futura Textiles Inc. (Nevada, USA) - Step Down
Subsidiary.

Futura Textiles Inc. was incorporated in State of
Nevada, USA and is the wholly owned subsidiary
of Mayur Uniquoters Corp. (USA). The Company
is mainly engaged in the business of retail and
whole sale trading of Upholstery of PVC Vinyl or
Artificial/Synthetic Leather.

IV. Mayur Tecfab Private Limited- Wholly Owned
Subsidiary.

Mayur Tecfab Private Limited was incorporated in
Jaipur, Rajasthan as Wholly Owned Subsidiary of
the Company. The Company is mainly engaged
in the business of retail sector and involved in the
trading of Artificial/Synthetic Leather.

V. UAB FUTURA TEXTILES EUROPE, A STEP DOWN
SUBSIDIARY.

During the period under review, Mayur Uniquoters
Corp.(“MUC”), USA Wholly Owned Subsidiary
(“WOS”) of the Company has acquired new Wholly
Owned Subsidiary Company in Lithuania, Europe
by the name of UAB Futura Textiles Europe (“UAB”).
The said company is Step down Subsidiary
Company of Mayur Uniquoters Limited.

UAB is mainly engaged in the business of retail
and whole sale trading of Upholstery of PVC Vinyl
or Artificial/Synthetic Leather.

A statement containing salient features of the financial
statement of each of the subsidiaries, step down
subsidiary companies for the financial year ended
March 31, 2025, in the prescribed format AOC-1, is
attached as Annexure I to the Board Report of the
Company and forms a part of this Annual Report.

In accordance with Section 136 of the Act, the audited
Financial Statements, including the Consolidated
Financial Statements and the related information of

the Company as well as the audited financial
statements of each of its subsidiaries, are available
on the website of the Company at
www.mayuruniquoters.com

These documents will also be available for inspection
on all working days, during business hours, at the
Registered Office of the Company till the date of the
annual general meeting.

To comply with the provisions of Regulation 16(1)(c) of
Listing Regulations, the Board of Directors of the
Company have approved and adopted a Policy for
determining material subsidiaries and the same is
available on Company''s website at the web link i.e.
www.mayuruniquoters.com/pdf/policy-on-material-
subsidiary.pdf

There was no company which has ceased to be
Company''s Subsidiary or step-down subsidiary during
the financial year ended on March 31, 2025.

7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES AND
THEIR CONTRIBUTION ON OVERALL PERFORMANCE
OFTHECOMPANY

During the financial year under review, there is
significant contribution by the subsidiary companies
to the Consolidated Revenue of the Company and all
the subsidiary companies have performed very well in
their respective global market.

Heading into 2025, Mayur is poised to sustain its
healthy growth trajectory and a fortified market
presence developed over decades. The Subsidiary
Companies of Mayur marks a significant milestone in
the journey of Mayur into the African market and USA
Market. This strategic move underscores the
Company''s commitment strengthening its
international footprint, promising to enhance Mayur''s
global operations significantly.

Further, the contribution of Subsidiaries to overall
performance of your Company is outlined in Note No.
47 of the Consolidated Financial Statements.

Further during the financial year under review the
Company does not have any Joint Venture or Associate
Company.

8. MATERIAL CHANGES & COMMITMENTS

In pursuance to Section 134(3) (l) of the Act, no material
changes and commitments have occurred after the
closure of the financial year to which the financial
statements relate till the date of this report, affecting
the financial position of the Company.

9. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies
(Accounts) Rules, 2014, no significant or material
orders were passed by the regulators or courts or
tribunals impacting the going concern status and
Company''s operations in future.

10. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENT

Pursuant to the provisions of Section 186 of the Act,
and Schedule V of the Listing Regulations, investments
made are provided as part of the financial statements.
There are no loans granted, guarantees given or
securities provided by your Company in terms of Section
186 of the Act, read with the Rules issued there under
during the year under review.

11. RELATED PARTY TRANSACTIONS

The Company has framed a Policy on materiality of
related party transactions and on dealing with related
party transactions in accordance with the Act, and Listing
Regulations. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in
place for all transactions between the Company and
its related parties. The policy is also uploaded on
website of the Company at www.mayuruniquoters.com/

During the year under review, all contracts /
arrangements / transactions entered into by the
Company with Related Parties were in the ordinary
course of business and on an arm''s length basis. All
the Related Party Transactions which are of repetitive
nature and proposed to be entered into during the
financial year under review are placed before the Audit
Committee for prior omnibus approval. A statement
giving details of all Related Party Transactions entered
into, as approved, is placed before the Audit Committee
for review on a quarterly basis. None of the transactions
with any of the related parties were in conflict with the
interest of the Company, rather, these were
synchronized and synergized with the Company''s
operations.

The disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Act is provided
in Form No. AOC-2 for the financial year ended March
31, 2025, and is appended to this Report as
Annexure-II.

Necessary disclosures required under the Ind AS 24
have been made in Note No. 41 of the notes to the
standalone financial statements for the financial year
ended March 31, 2025.

12. CREDIT RATING

During the financial year 2024-25 Credit Rating Agency
CARE has reaffirmed stable rating as follows:

Facilities	Rating as on November 29, 2024
Long Term Bank Facility	CARE AA; Stable
Long Term / Short Term Bank Facility	CARE AA; Stable/ CARE A1
Short Term Bank Facility	CARE A1

The Credit Rating is available on the Company''s
website at https://www.mayuruniquoters.com/credit-
rating.php

13. BOARD MEETINGS

The details of Board and Committee meetings held
during the financial year 2024-25 are set out in the
Corporate Governance Report which forms a part of
this report as Annexure-VIII.

During the year, the Board of Directors met 4 times,
i.e., on May 21, 2024, August 08, 2024, November 08,
2024, and January 31, 2025. The gap between two
consecutive meetings was within the time period
prescribed under the Act, Secretarial Standard-1 and
as per the Listing Regulations. For details, please refer
to the Report on Corporate Governance, which forms
a part of this Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2025, the composition of the Board of
Directors was in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the Listing
Regulations, with an optimum combination of
Executive, Non-Executive and Independent Directors.

As on the date of this Annual Report, the Board of
Directors of the Company consists of 6 members. The
Board consists of Managing Director, Whole time
Director and 4 Independent Directors.

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

Name	DIN	Designation	Category
Mr. Suresh Kumar Poddar	00022395	Chairman and	Executive Director
		Managing Director & CEO
Mr. Arun Bagaria	00373862	Wholetime Director	Executive Director
Mr. Ratan Kumar Roongta	03056259	Independent Director	Non-Executive Director
Dr. Shyam Agrawal	03516372	Independent Director	Non-Executive Director
Mr. Arvind Kumar Sharma	01417904	Independent Director	Non-Executive Director
Mrs. Nivedita Ravindra Sarda	00938666	Independent Director	Non-Executive Director
Mr. Vinod Kumar Sharma	N.A.	Chief Financial Officer	Key Managerial Personnel
Mr. Pawan Kumar Kumawat	N.A.	Company Secretary	Key Managerial Personnel

• Mr. Suresh Kumar Poddar (DIN: 00022395) was
re- appointed as Chairman and Managing
Director & CEO with effect from April 01,2023 for
a period of 3 years and his tenure will be
completed on March 31, 2026 and the board has
proposed to reappoint him as Chairman and
Managing Director & CEO at ensuing AGM for a
period of 3 (Three) years commencing from April
01, 2026.

• During the year under review Mrs. Tanuja Agarwal
(DIN: 00269942) has been ceased from the
position of Independent Director of the Company
w.e.f April 10, 2024 due to completion of second
term of her tenure as an Independent Director of
the Company.

• Mr. Pawam Kumar Kumawat has resigned from
the post of Company Secretary and Compliance
Officer of the Company with effect from May 10,
2025 after the close of the business hours.

• Mr. Kapil Arora was appointed as the Company
Secretary and Compliance Officer of the Company
by the board of the company with effect from May
11, 2025.

• In accordance with the provisions of the Section
152 of the Act, and the Articles ofAssociation of the
Company, Mr. Suresh Kumar Poddar (DIN:
00022395), Chairman and Managing Director &
CEO of the Company is liable to retire by rotation
at the ensuing Annual General Meeting (“AGM”)
and being eligible, has offered himself for re¬
appointment. In this regard the relevant resolution
for re-appointment of Mr. Suresh Kumar Poddar
(DIN: 00022395), Chairman and Managing
Director & CEO has been included in the notice
convening the ensuing AGM. The Directors

recommend the same for approval by the
members.

• As per the above mentioned provisions of the Act,
Mr. Arun Bagaria (DIN:00373862), Whole-time
Director of the Company was liable to retire by
rotation in the previous AGM held on September
14, 2024 and his reappointment was approved by
the members in the said AGM.

There were no other changes in the directors/ KMPs of
the company that took place during the year under
review and after the year end till the date of the report.

The relevant details as required under Listing
Regulations and the Secretarial Standards on General
Meeting (‘SS-2'') issued by ICSI are furnished as
Annexure A to the Notice of AGM, forming part of the
Annual Report.

15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given
requisite declarations under Section 149(7) of the Act,
and Regulation 25 of the Listing Regulations, that they
meet the criteria of independence as laid down under
Section 149(6) of the Act along with Rules framed
thereunder, Regulation 16(1)(b) of SEBI (LODR)
Regulations and have complied with the Code of
Conduct of the Company as applicable to the Board of
directors and Senior Management. In terms of
Regulation 25(8) of the SEBI (LODR) Regulations, the
Independent Directors have confirmed that they are
not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgement and without
any external influence. The Company has received the
declarations from all Independent Directors that they
are exempted from appearing in the test or they have

passed the online proficiency exam as required by the
Indian Institute of Corporate Affairs (IICA) and also
received the confirmation of their registration in the
Independent Directors Database maintained by the
IICA, in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The Independent Directors of the Company have
complied with the Code for Independent Directors as
prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience
(including the proficiency) and are persons of high
integrity and repute. They fulfill the conditions specified
in the Act as well as the Rules made thereunder and
are independent of the management.

The terms & conditions for the appointment of
Independent Directors are given on the website of the
Company i.e. www.mayuruniquoters.com/
appointment-letter-of-independent-director.php

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Your Company believes that a Board which is well
familiarized with the Company and its affairs, can
contribute significantly to effectively discharge its role
of trusteeship in a manner that fulfils stakeholders
aspirations and societal expectation.

In pursuit of this and in compliance with the
requirements of the Act and the listing regulations, the
Company has put in place a familiarization programme
for the Independent Directors to familiarize them with
their role, rights, and responsibility as Directors, the
working of the Company, nature of the industry in which
the Company operates, business model etc. and the
Company Secretary brief the Directors about their legal
and regulatory responsibilities as Director. All new
Independent Directors inducted into the Board attend
an orientation program which enables them to
augment their knowledge & skills, so that they can
discharge their responsibilities effectively and
efficiently.

The details of such familiarization programmes
imparted to Independent Directors are posted on the
website of the Company and can be accessed at
www.mayuruniquoters.com/familiarisation-
programme-for-independent-directors.php

Apart from the above, the Directors are also given an
update on the environmental and social impact of the
business, corporate governance, developments and
investor relations matters.

17. ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and Listing
Regulations, performance evaluation has been carried
out by the Board, Nomination Remuneration
Committee and by the Independent Directors on the
basis of questionnaire. The Board has carried out an
annual performance evaluation of its own, individual
Directors including Independent Directors (without the
presence of the director being evaluated) and its
Committees.

Board evaluation was carried out on various aspects
revealing the efficiency of the Board''s functioning such
as Development of suitable strategies and business
plans, size, structure and expertise of the Board and
their efforts to learn about the Company and its
business, obligations and governance.

The performance of Committees was evaluated by the
Board on parameters such as whether the Committees
of the Board are appropriately constituted, Committees
has an appropriate number of meetings each year to
accomplish all of its responsibilities, Committees
maintain the confidentiality of its discussions and
decisions.

Performance evaluation of every Director was carried
out by Board and Nomination & Remuneration
Committee on parameters such as appropriateness
of qualification, knowledge, skills and experience, time
devoted to Board deliberations and participation in
Board functioning, extent of diversity in the knowledge
and related industry expertise, attendance and
participations in the meetings and workings thereof
and initiative to maintain high level of integrity & ethics.

Independent Director''s performance evaluation was
carried out on parameters such as Director upholds
ethical standards of integrity, the ability of the director
to exercise objective and independent judgment in the
best interest of Company, the level of confidentiality
maintained. The Directors expressed their satisfaction
with the evaluation process.

In their separate meeting, the Independent Directors
had carried out performance evaluation of Non¬
Independent Directors and the Board as a whole. The
Independent Directors also carried out the
performance evaluation of the Chairman, taking into
account the views of Executive and Non-Executive
Directors.

The quality, quantity and timeliness of flow of
information between the Company Management and
the Board which is necessary for the Board to effectively

and reasonably perform their duties were also
evaluated in the said meeting.

The Board found the evaluation satisfactory and no
observations were raised during the said evaluation
in current year as well as in previous year.

18. AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

Members of the Company in their 29th Annual General
Meeting (AGM) held on July 29, 2022 have appointed
M/s. Walker Chandiok & Co LLP, Chartered Accountants
(FRN 001076N/N500013) as Statutory Auditors of the
Company to hold office for a period of up to 5 (five)
years i.e. till the conclusion of 34th Annual General
Meeting (AGM) of the Company to be held in the
calendar year 2027. Pursuant to Section 139 and 141
of the Act and relevant rules framed there under the
Company has also received the eligibility from Statutory
Auditor confirming their non disqualification for
continuing as auditors of Company.

The Statutory Auditor has issued Audit Reports with
unmodified opinion on the Standalone and
Consolidated Financial Statements of the Company
for the financial year ended March 31, 2025. Further
the Statutory Auditors have not reported any frauds
under Section 143(12) of the Act. The Notes on the
Financial Statements referred to in the Audit Report
are self-explanatory and therefore, do not call for any
further explanation or comments from the Board.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulation, 2015 (“Listing Regulations”) and Section
204 of the Companies Act, 2013 and Rules made
thereunder, M/s. V. M. & Associates, Company
Secretaries, Jaipur (FRN P1984RJ039200), was
appointed as Secretarial Auditor to conduct the
secretarial audit of the Company for the Financial Year
2024-25.

The Secretarial Audit Report received in form MR-3
from M/s. V.M. & Associates, Company Secretaries, in
respect of the Secretarial Audit of the Company for the
financial year ended on March 31, 2025, is enclosed
as Annexure-III to this Report. The Secretarial Audit
Report for the financial year 2024- 25, does not contain
any qualification(s), reservation(s) or adverse remarks
and no fraud was reported by the Secretarial Auditors
under Section 143(12) of the Act in their Report.

Further as per the provisions of Regulation 24A of the
Listing Regulations read with SEBI Notification No.
SEBI/LAD-NRO/GN/2024/218 dated December 12,
2024, a listed entity shall appoint or reappoint a
Secretarial Audit firm as Secretarial Auditor for not more
than two terms of five consecutive years with the
approval of its shareholders in its Annual General
Meeting. Accordingly, it is proposed to appoint M/s. V.M.
& Associates, Company Secretaries as Secretarial
Auditor of the Company for a period of five years
commencing from April 01, 2025 to March 31, 2030
subject to the approval of shareholder in the Annual
General Meeting of the Company.

Brief resume and other details of M/s. VM. & Associates,
Company Secretaries in Practice, are separately
disclosed in the Notice of ensuing AGM.

M/s. V.M. & Associates have given their consent to act
as Secretarial Auditors of the Company and confirmed
that their aforesaid appointment (if made) would be
within the prescribed limits under the Act & Rules made
thereunder and Listing Regulations. They have also
confirmed that they are not disqualified to be appointed
as Secretarial Auditors in terms of provisions of the Act
& Rules made thereunder and SEBI (LODR)
Regulations.

Cost Audit and Records

The cost accounts and records as required to be
maintained under Section 148(1) of Act, are duly made
and maintained by your Company. In accordance with
the provisions of Section 148 of the Act and rules made
there under, the Board of Directors of the Company
has appointed M/s. Pavan Gupta & Associates, Cost
Accountants, (FRN 101351), as the Cost Auditor of the
Company for the financial year 2024-25.

The Company has received Cost Audit Report on the
cost accounts of the Company for the financial year
ended on March 31, 2025 and the same has been
filed with Ministry of Corporate Affairs (MCA).

The Board has re-appointed M/s. Pavan Gupta &
Associates, Cost Accountants (FRN:101351) as Cost
Auditor to conduct the audit of cost records of your
Company for the financial year 2025-26.

The remuneration payable to the Cost Auditor is subject
to ratification by the Members at the Annual General
Meeting. Accordingly, the necessary Resolution for
ratification of the remuneration payable to M/s. Pavan
Gupta & Associates, Cost Accountants, for the audit of
cost records of the Company for the financial year 2025-

26, has been included in the Notice of the ensuing
Annual General Meeting of the Company. The Directors
recommend the same for approval by the Members.

During the financial year 2024-25, no fraud was
reported by the Cost Auditor of the Company in their
Audit Report.

Internal Auditor

In accordance with the provisions of Section 138 of the
Act and Rules made thereunder, the Board of Directors
of the Company has appointed M/s. S. Bhandari & Co.,
Chartered Accountants, (FRN: 000560C) as an Internal
Auditor to conduct the Internal Audit of the Company for
the financial year 2024-25.

Further the Board of Directors has re-appointed M/s.
S. Bhandari & Co., Chartered Accountants as an
Internal Auditor of the Company to conduct the Internal
Audit for the financial year 2025-26.

Their scope of work includes review of operational
efficiency, effectiveness of systems & processes,
compliances and assessing the internal control
strengths in all areas. Internal Auditors findings are
discussed and suitable corrective actions are taken
as per the directions of Audit Committee on an on¬
going basis to improve efficiency in operations.

During the financial year 2024-25, no fraud was
reported by the Internal Auditor of the Company in their
Audit Report.

19. BOARD''S COMMITTEES

The Company has constituted various Committees of
the Board as required under the Act, and the Listing
Regulations. For details like composition, number of
meetings held, attendance of members, etc. of such
Committees, please refer to the Corporate Governance
Report which forms a part of this Annual Report as
Annexure-VIII. The intervening gap between the
meetings was within the period prescribed under the
provisions of Section 173 of the Act and Listing
Regulations.

20. PREVENTION OF INSIDER TRADING

To comply with the provisions of Regulation 9 of the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, your Company has
established systems and procedures and has framed
a Code of Conduct to regulate, monitor and report
trading by its designated persons and their immediate
relatives and procedures for fair disclosure of
Unpublished Price Sensitive Information.

The trading window is closed during the time of
declaration of results which prohibits the Directors of

the Company and other designated persons and their
relatives to deal in the securities of the Company on
the basis of any UPSI, available to them by virtue of
their position in the Company. The trading window is
also closed on the occurrence of any material events
as per the code. The same is available on the
Company''s website i.e.

www.mayuruniquoters.com/pdf/policy-of-practice-and-procedure-for-fair-

disclosure-of-unpublished-price-sensitive-information.pdf

21. DISCLOSURE RELATED TO POLICIES

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy,
as part of vigil mechanism as per the provisions of
Section 177 of the Act, and Regulation 22 of Listing
Regulations for Directors and Employees of the
Company. Under the Vigil Mechanism Policy, the
protected disclosures can be made by a victim through
an e-mail or a letter to the Chairperson of the Audit
Committee. The Policy provides for adequate
safeguards against victimization of Directors and
Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform
to Directors and Employees wishing to raise concerns
regarding any irregularity, misconduct or unethical
matters / dealings within the Company, which may have
a negative bearing on the organization either financially
or otherwise. The policy is available on the Company''s
website at the weblink

www.mayuruniquoters.com/pdf/mul-whistle-blower-

policy.pdf

During the financial year under review, no whistleblower
event was reported and mechanism is functioning well.
and it is affirmed that no personnel of the Company
have been denied access to the Chairperson of the
Audit Committee.

Corporate Social Responsibility (CSR)

The Company has implemented Corporate Social
Responsibility Policy (“CSR Policy”) in accordance with
the provisions of Section 135 of the Companies Act,
2013 read with The Companies (Corporate Social
Responsibility Policy) Rules, 2014 on recommendation
of Corporate Social Responsibility Committee (CSR
Committee) and on approval of the Board of Directors
of the Company. CSR Committee undertakes CSR
activities in accordance with its CSR Policy uploaded
on the Company''s website at
www.mayuruniquoters.com/pdf/csr-policy.pdf

The Company has spent a sum of Rs. 258.33 lakhs
towards CSR activities during the financial year under
review. The Annual Report on CSR activities for the

Financial Year 2024-25 as required under Sections
134 and 135 of the Act read with Rule 8 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 and Rule 9 of the Companies (Accounts)
Rules, 2014 is attached to this report as Annexure -IV.

Risk Management Policy

The Management of the Company has always been
consciously reviewing its business operations in
accordance with set rules and procedure and if any
deviation or risk is found, remedial and effective steps
are being taken to minimize the deviation and risk. In
line with the provisions of Regulation 21(5) of SEBI
(LODR) Regulations, the top 1,000 listed entities,
determined on the basis of market capitalization, as at
the end of the immediate previous financial year shall
constitute a Risk Management Committee.

Further pursuant to the provisions of Regulation 21 of
the Listing Regulations , the Company has developed
a Risk Management Policy to build and establish the
process and procedure for Identifying, assessing,
quantifying, minimizing, mitigating and managing the
associated risk at early stage. The main objectives of
the Risk Management Policy is inter-alia,to ensure to
protect the brand value through strategic control and
operational policies and to enable compliance with
appropriate regulations wherever applicable, through
the adoption of best practices.

Your Company assesses several type of risks which
include Business Environment Risks, Strategic
Business Risks and Operational Risks etc. The Board
of Directors periodically reviews and evaluates the risk
management system of the Company so that the
management controls the risks through properly
defined networks. Head of the Departments are
responsible for implementation of the risk
management system as may be applicable to their
respective areas of functioning and report to the Board
and Audit Committee. No risks threatening the
existence of the organization have been identified.

The Risk Management policy is available on the
Company''s website at the web link i.e.
www.mayuruniquoters.com/pdf/risk-management-
policy.pdf

Nomination And Remuneration Policy

In accordance with Section 178 of the Act read with
Rule 6 of Companies (Meetings of Board and its
Powers) Rules, 2014 and Regulation 19 of Listing
Regulations, , your Company has constituted a
Nomination and Remuneration Committee (“NRC”),
details of which has been disclosed in the Corporate

Governance Report forming part of this Annual Report.
Your Company has also formulated a Nomination and
Remuneration Policy (“NRC Policy”) in accordance with
Section 178(3) of the Companies Act, 2013 for
Directors, Key Managerial Personnel (KMP) and Senior
Management of the Company. This policy formulates
the criteria for determining qualifications
competencies, positive attributes and independence
for the appointment of a Director and it also provides
guidelines to the NRC relating to the Appointment,
Removal & Remuneration of Directors, KMP and Senior
Management of the Company.

It also provides a manner for effective evaluation of the
performance of the Board, its Committees and
individual Directors. The said policy of the Company is
uploaded on website of the Company at
www.mayuruniquoters.com/pdf/nomination-
remuneration-policy-board-performance-evalution-
policy.pdf

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

In order to prevent sexual harassment of women at
workplace “The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013” was notified on December 09, 2013. Under the
said Act, every Company is required to set up an Internal
Complaints Committee to look into complaints relating
to sexual harassment at work place of any women
employee.

Your Company has always believed in providing a safe
and harassment free workplace for every individual
working in Mayur''s premises through various
interventions and practices. The Company always
endeavors to create and provide an environment that
is free from discrimination and harassment including
sexual harassment.

In terms of the provisions of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has in placed a
robust policy for prevention of Sexual Harassment of
Women at workplace. The policy aims at prevention of
harassment of employees as well as contract workers
and lays down the guidelines for identification, reporting
and prevention of sexual harassment and your
Company has also set up an Internal Complaints
Committee to look into complaints relating to sexual
harassment at work place of any women employee
and follows the guidelines provided in the policy.

The summary of the complaints received and disposed
of related to sexual harassment during the year 2024¬
25 is provided below:

Number of Complaints pending at the beginning of the year i.e., April 1,2024	0
Number of Complaints of Sexual harassment received in the year	0
Number of Complaints disposed-off during the year	0
Number of cases pending for more than ninety days	0
No. of Complaints remaining unresolved at the end of the year i.e., March 31,2025	0

23. MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the
Companies (Accounts) Rules, 2014, the Board of Di¬
rectors hereby confirms that the Company has com¬
plied with the provisions of the Maternity Benefit Act,
1961 during the year under review. All eligible female
employees are extended maternity benefits in accor¬
dance with the Act, including paid maternity leave, nurs¬
ing breaks, and protection from dismissal during the
maternity period. During the review period, no in¬
stances of non-compliance were observed.

24. ANNUAL RETURN

Pursuant to Section 92(3) read with Section134(3)(a)
of the Act, the Company has placed a copy of the Annual
Return as on March 31, 2025 on its website at
www.mayuruniquoters.com/pdf/annual-return-for-the-
fy-ended-on-31-03-2025.pdf

25. DEPOSIT

The Company has neither invited nor accepted or
renewed any deposit amount falling within the purview
of Section 73 of the Companies Act, 2013 (the Act) read
with the Companies (Acceptance of Deposit) Rules,
2014, during the year under review. No amount of
principal or interest was outstanding as on March 31,
2025. Hence, the requirement of providing details
relating to deposits as also of deposits which are not
in compliance with Chapter V of the Act, is not
applicable.

26. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adequate Internal Financial
Controls (IFC) System operating effectively to ensure
the orderly and efficient conduct of its business
including adherence to company polices, safeguarding
of its assets, optimal utilization of resources, prevention
& detection of frauds and errors, accuracy &
completeness of accounting records and timely
preparation of reliable financial information. The
Internal Control is supplemented by the detailed

internal audit programme, reviewed by management
and by the Audit Committee.

The standard controls defined in the IFC framework
are reviewed by the Internal auditors and management
concurrently to strengthen the existing processes and
activities of the company by way of formulating new
guidelines and incorporating necessary changes in
the standard operating procedure of the Company.

Based on the results of assessments carried out by
the management, no reportable or significant
deficiencies, no material weakness in the design or
operation of any control was observed during the
period. The Audit Report of the Company does not
contain any reportable weakness in the Company
related to IFC. The internal financial controls with
reference to the Financial Statements are
commensurate with the size and nature of business
of the Company and are operating effectively.

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

The Information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 is
attached to this report as Annexure V.

28. PARTICULARS OF EMPLOYEES

Your Company firmly believes that a well-planned
human resource management programme that is
tailored to your organization and staff can actually
improve your business''s bottom line.

Our teams are integral to our business. We have
embraced a culture of excellence to nurture our people.
We believe in selecting the right talent, training them
and instilling in them the spirit of Mayur Uniquoters.
We focus on developing the most superior workforce
so that the organization and individual employees can
accomplish their work goals in service to customers.
We also aim at achieving advance flexibility, innovation,
competitive advantage and improved business
performance.

Mayur follows a performance measuring tool like Job
Performance Analysis and other Key Performance
Indicators (KPI), applicable depending on their position
in the organization, by which periodical evaluation of
the employees'' performance is done based on their
area of working. This also encourage them to work
hard and efficiently at all levels of work.

The statement of disclosure of remuneration under
Section 197 of the Act read with Rule 5(1) of the

Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (''Rules''), is
attached to this report as Annexure VI.

Further, as per second proviso to Section 136(1) of the
Act read with second proviso of Rule 5 of the Rules,
the Board''s Report and Financial Statements are being
sent to the Members of the Company excluding the
statement of particulars of employees as required
under Rule 5(2) of the Rules. Any member interested
in obtaining a copy of the said statement may write to
the Compliance Officer at [e-mail] The said
statement is also available for inspection by the
Members at the Registered Office of your Company on
all days except Saturday, Sunday and Public Holidays
up to the date of AGM i.e. September 17, 2025 between
11:00 a.m. to 5:00 p.m.

29. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis Report for the year
under review, as stipulated under Regulation 34(2) (e)
of SEBI (LODR) Regulations is annexed herewith as
Annexure-VII.

30. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by
Securities and Exchange Board of India. The corporate
governance report and certificate received from, M/s.
V.M & Associates practicing Company Secretaries for
confirming the compliance of conditions as required
by Regulation 34(3) read with Part E of Schedule V of
the listing regulations, form part of the Board''s Report
and the same is annexed herewith as Annexure-VIII.

31. INVESTOR EDUCATION AND PROTECTION FUND

It is hereby informed that pursuant to Section 124 of
the Act and the applicable Rules, the shares on which
dividend has not been paid or claimed by the
shareholders for seven consecutive years or more
shall also be transferred to the IEPF Authority. Therefore
the concerned shareholders are requested to contact
to the Nodal Officer of the Company. The Details of
Nodal Officer of the Company are as follows:

S.No.	Particulars	Details
1.	Name:	Mr. Kapil Arora
2.	Designation	Company Secretary and Compliance Officer
3.	Address :	Mayur Uniquoters Limited, Village Jaitpura, Jaipur- Sikar Road, Tehsil : Chomu, Jaipur -303704 (Rajasthan) India
4.	Email ID :	[e-mail]
5.	Phone:	91-1423-224001
6.	Fax :	91-1423-224420

The above mentioned details of Nodal Officer can also
be accessed on the website of the Company, the link
of the same is

www.mayuruniquoters.com/pdf/contact-details-of-

nodal-officer-and-procedure-to-claim-refund.pdf

During the financial year under review, the Company
has transferred the amount of unpaid dividend till the
financial year 2017-18 (Second Interim Dividend) to
the Investor Education and Protection Fund under the
provisions of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016. The same is available on the Company''s
website i.e. www.mayuruniquoters.com and the
Company has transferred 18,909 Equity shares of
Rs. 5/- each to Investor Education and Protection Fund
(IEPF) pursuant to Section 124 of the Companies Act,
2013 within the scheduled time.

Further, all the shares in respect of which dividend has
remained unclaimed for seven consecutive years or
more from the date of transfer to unpaid dividend
account shall also be transferred to the demat account
of IEPF Authority. The said requirement does not apply
to shares in respect of which there is a specific order
of Court, Tribunal or Statutory Authority, restraining any
transfer of the shares.

In the interest of the shareholders, the Company sends
periodical reminders to the shareholders to claim their
dividends in order to avoid transfer of dividends/shares
to IEPF Authority. Notices in this regard are also
published in the newspapers and the details of
unclaimed dividends and detail of shareholders whose
shares are liable to be transferred to the IEPF Authority,
are uploaded on the Company''s website i.e.
www.mayuruniquoters.com

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report for
the Financial Year 2024-25 describing the initiatives
taken by the Company from an Environment, Social
and Governance perspective as stipulated under
Regulation 34(2)(f) of SEBI (LODR) Regulations forms
part of the Annual Report and the same is annexed
herewith as Annexure-IX.

33. LISTING OF SHARES

Your Company''s shares are listed at BSE Limited and
National Stock Exchange of India Limited and the listing
fee for the year 2025-26 has been duly paid.

34. DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your
Directors state and confirm that:

a. In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

b. the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31,
2025 and of the profit and loss of the Company for
the year ended on March 31, 2025;

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

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

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

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.

35. OTHER DISCLOSURES

• The Company is in regular compliance of all the
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

• No application has been made under the
Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application

made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at
the end of the financial year is not applicable;

• There was no revision of financial statements and
Board''s Report of the Company during the year
under review;

• Company has not issued equity shares with
differential rights as to dividend, voting or
otherwise;

• The Company has not issued any sweat equity
shares to its directors or employees; and

• There was no instance of one-time settlement with
any Bank or Financial Institution.

36. ACKNOWLEDGEMENT

Your Company''s organizational culture upholds
professionalism, integrity and continuous
improvement across all functions as well as efficient
utilization of the Company''s resources for sustainable
and profitable growth.

Your Directors wish to place on record their appreciation
for the sincere services rendered by employees of the
Company at all levels. Your Directors also wish to place
on record their appreciation for the valuable co¬
operation and support received from various
Government Authorities, Banks/Financial Institutions
and other stakeholders such as members, customers
and suppliers, among others. Your Directors also
commend the continuing commitment and dedication
of employees at all levels which has been vital for the
Company''s success.

The Board is deeply grateful to our investors and
shareholders for the unwavering confidence and faith
in us and look forward to their continued support in
future.

For and on behalf of the Board of
Mayur Uniquoters Limited

Suresh Kumar Poddar

Place : Jaipur (Chairman and Managing Director & CEO)

Dated : July 30, 2025 DIN: 00022395

---

Mar 31, 2024

The Directors are pleased to present the 31^st Annual Report on the business and operations of Mayur Uniquoters Limited (“the Company” or “Mayur”) along with the audited standalone & consolidated financial statements for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The Company has prepared the financial statements for the financial year ended March 31, 2024, in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

The Company''s financial performance for the year ended March 31, 2024 is summarized as below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	March 31,2024	March 31,2023	March 31,2024	March 31,2023
Income from Operations	76,424.04	76,409.09	80,297.94	77,563.39
Other Income	3077.32	1573.94	3,184.73	1,774.26
Total Income	79,501.36	77983.03	83,482.67	79,337.65
Net Profit/(Loss) for the period (Before Tax, Exceptional and/or Extraordinary Items)	15,510.46	13,533.90	15,881.97	13,170.47
Net Profit/(Loss) for the period Before Tax (After Exceptional and/or Extraordinary Items)	15,510.46	13,533.90	15,881.97	13,170.47
Net Profit/(Loss) for the period After Tax (After Exceptional and/or Extraordinary Items)	11,954.78	10,748.14	12,246.83	10,420.70
Total Comprehensive Income for the period [Comprising Profit/(Loss) for the period (After Tax) and Other Comprehensive Income (After Tax)]	11,897.71	10,734.61	12,226.97	10,534.48
Equity Share Capital	2,197.63	2,197.63	2,197.63	2,197.63
Other Equity [Reserves (Excluding Revaluation Reserve)]	84,577.46	73,558.80	84,512.42	73,164.49
Earnings Per Share (of Rs. 5.00 each) (for continuing and discontinued operations): 1. Basic:	27.20	24.44	27.86	23.69
2. Diluted:	27.20	24.44	27.86	23.69

2. STATE OF COMPANY''S AFFAIRS AND PERFORMANCE

During the financial year under review, there is remarkable growth of the Company in the market and it achieved the highest ever turnover in its history during the financial year. Further information on the business overview and outlook and state of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

The Management at the operational level, with the extensive support of the employees, made it possible to achieve the organizational activities at the desired levels / targets and the cumulative efforts turned the budgets into achievements.

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

Revenue and Profit (Standalone)

Your company''s total income during the financial year under review amounted to Rs. 79,501.36 Lakhs as compared to Rs. 77,983.03 Lakhs in the previous financial year and net profit after tax (PAT) amounted to Rs. 11,954.78 Lakhs as compared to Rs. 10,748.14 lakhs in the previous financial year. Accordingly, there is a remarkable increase in Net Profit After Tax (PAT) by

11.23% during the financial year 2023-24.

Revenue and Profit (Consolidated)

The total income during the year under review amounted to Rs. 83,482.67 lakhs as compared Rs. 79,337.65 lakhs in previous financial year and net profit after tax (PAT) amounted to Rs. 12,246.83 lakhs as compared to Rs. 10,420.70 lakhs in previous year. Accordingly, there is an increase of 17.52% in the financial year 2023-24

During the financial year under review, there is an increase in the profit after tax (PAT) due to implementation of effective cost savings plans, increase in sales price along with the significant increase in sales in overseas subsidiaries.

3. DIVIDEND

Mayur has always endeavored to retain a balance by providing an appropriate return to the shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

During the financial year under review, the Board of Directors with the approval of the shareholders had declared the final dividend for the financial year 202223 of Rs. 2.00 per share of face value Rs 5.00 each (i.e.40%). Also, the Board at its meeting held on May 21, 2024 has recommended a dividend of Rs. 3.00 per share of face value Rs. 5.00 each (i.e.60%) and the same is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on September 14, 2024. During the financial year, the total dividend payout was Rs. 879.05 Lakhs and proposed final dividend payout for the financial year 2023-24 will be Rs. 1,303.58 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), can be accessed on the Company''s website at www.mayuruniquoters.com/pdf/dividend-distribution-policy.pdf

4. TRANSFER TO RESERVES

Your Board do not propose to transfer anu amount to the General Reserve during the financial year ended March 31, 2024.

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 8,600.00 Lakhs divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 5.00 (Rupees Five Only) each and 15,25,000 (Fifteen Lakhs and Twenty Five Thousand Only) Compulsory Convertible Participating Preference Shares (CCPPS) of Rs. 400.00 (Rupees Four Hundred Only) each.

The issued, subscribed and paid up equity share capital of the Company is Rs. 2,197.63 Lakhs consisting of 4,39,52,600 (Four Crores Thirty Nine Lakhs Fifty Two Thousand Six Hundred) equity shares of Rs.5.00 (Rupees Five Only) each and the company does not have any issued, subscribed or paid up preference shares.

During the year under review, there was no change in the Share Capital of the Company.

6. SUBSIDIARY COMPANY

The Company along with the following Wholly Owned Subsidiaries and Step Down Subsidiary is engaged in the business of manufacturing and supply/trading of artificial leather not only in the country but also across the globe:

The Company has the following Wholly Owned Subsidiary Companies:

I. Mayur Uniquoters Corp. (USA) - Wholly Owned Subsidiary

Mayur Uniquoters Corp. (MUC) was incorporated in Texas, USA as a domestic for Profit Corporation under the provisions of Texas State Laws having its office at 1999, Bryan St. Suite 900, Dallas, Texas. MUC''s main activity is supply of artificial leather to OEM customer in USA on just in time basis. MUC is not engaged in any manufacturing activity except some job work processing which is based on customers'' requirements.

II. Mayur Uniquoters SA (Pty) Ltd. (Johannesburg, South Africa) - Wholly Owned Subsidiary

Mayur Uniquoters SA (Pty) Ltd was incorporated in Republic of South Africa and is the Wholly Owned Subsidiary of the Company. The Company is mainly engaged in the trading of PVC Vinyl or Artificial/ Synthetic Leather in the territory of Republic of South Africa.

III. Futura Textiles Inc. (Nevada, USA) - Step Down Subsidiary.

Futura Textiles Inc. was incorporated in State of Nevada, USA and is the wholly owned subsidiary

of Mayur Uniquoters Corp. (USA). The Company is mainly engaged in the business of retail and whole sale trading of Upholstery of PVC Vinyl or Artificial/Synthetic Leather.

IV. Mayur Tecfab Private Limited- Wholly Owned Subsidiary.

Mayur Tecfab Private Limited was incorporated in Jaipur, Rajasthan as Wholly Owned Subsidiary of the Company. The Company is mainly engaged in the business of retail sector and involved in the trading of Artificial/Synthetic Leather.

A statement containing salient features of the financial statement of each of the subsidiaries, step down subsidiary companies for the financial year ended March 31, 2024, in the prescribed format AOC-1, is attached as Annexure I to the Financial Statements of the Company and forms a part of this Annual Report.

In accordance with Section 136 of the Act, the audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the audited financial statements of each of its subsidiaries, are available on the website of the Company at www.mayuruniquoters.com

These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company till the date of the annual general meeting.

To comply with the provisions of Regulation 16(1)(c) of Listing Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining material subsidiaries and the same is available on Company''s website at the web link i.e. www.mayuruniquoters.com/pdf/policy-on-material-subsidiary.pdf

There was no company which has ceased to be Company''s Subsidiary or step-down subsidiary during the financial year ended on March 31, 2024.

7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION ON OVERALL PERFORMANCE OFTHECOMPANY

During the financial year under review, there is significant contribution by the subsidiary companies to the Consolidated Revenue of the Company and all the subsidiary companies have performed very well in their respective global market.

Heading into 2024, Mayur is poised to sustain its healthy growth trajectory and a fortified market presence developed over decades. The Subsidiary Companies of Mayur marks a significant milestone in the journey of Mayur into the African market and USA Market. This strategic move underscores the Company''s commitment strengthening its international footprint, promising to enhance Mayur''s global operations significantly.

Further, the contribution of Subsidiaries to overall performance of your Company is outlined in Note No. 47 of the Consolidated Financial Statements.

Further during the financial year under review the Company does not have any Joint Venture or Associate Company.

8. MATERIAL CHANGES & COMMITMENTS

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

9. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Pursuant to the provisions of Section 186 of the Act, and Schedule V of the Listing Regulations, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or securities provided by your Company in terms of Section 186 of the Act, , read with the Rules issued there under during the year under review.

11. RELATED PARTY TRANSACTIONS

The Company has framed a Policy on materiality of related party transactions and on dealing with related party transactions in accordance with the Act, and Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is also uploaded on website of the Company at www.mayuruniquoters.com/

During the year under review, all contracts / arrangements / transactions entered into by the Company with Related Parties were in the ordinary

course of business and on an arm''s length basis. All the Related Party Transactions which are of repetitive and non-repetitive nature and proposed to be entered into during the financial year under review are placed before the Audit Committee for prior omnibus approval of the Audit Committee. A statement giving details of all Related Party Transactions entered into, as approved, is placed before the Audit Committee for review on a quarterly basis. None of the transactions with any of the related parties were in conflict with the interest of the Company, rather, these were synchronized and synergized with the Company''s operations.

The Company has developed a framework for the purpose of identification and monitoring of such Related Party Transactions. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm''s length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company. Necessary disclosures required under the Ind AS 24 have been made in Note No. 41 of the notes to the standalone financial statements for the financial year ended March 31, 2024.

12. CREDIT RATING

During the financial year 2023-24 Credit Rating Agency CARE has reaffirmed stable rating as follows:

Facilities	Rating
Long Term Bank Facility	CARE AA; Stable
Short Term Bank Facility	CARE A1
Long Term / Short Term Bank Facility	CARE AA ; Stable / CARE A1

13. BOARD MEETINGS

The details of Board and Committee meetings held during the financial year 2023-24 are set out in the Corporate Governance Report which forms a part of this report.

During the year, the Board of Directors met 4 times, i.e., on May 19, 2023, August 08, 2023, November 08, 2023, and February 07, 2024. The gap between two consecutive meetings was within the time period prescribed under the Act, Secretarial Standard-1 and as per the Listing Regulations. All. For details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

As on the date of this Annual Report, the Board of Directors of the Company consists of 6 members. The Board consists of Managing Director, Whole time Director and 4 Independent Directors.

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

Name	DIN	Designation	Category
Mr. Suresh Kumar Poddar	00022395	Chairman and	Executive Director
		Managing Director & CEO
Mr. Arun Kumar Bagaria	00373862	Wholetime Director	Executive Director
Mrs. Tanuja Agarwal	00269942	Independent Director	Non-Executive Director
Mr. Ratan Kumar Roongta	03056259	Independent Director	Non-Executive Director
Dr. Shyam Agrawal	03516372	Independent Director	Non-Executive Director
Mr. Arvind Kumar Sharma	01417904	Independent Director	Non-Executive Director
Mrs. Nivedita Ravindra Sarda	00938666	Independent Director	Non-Executive Director
Mr. Vinod Kumar Sharma	N.A.	Chief Financial Officer	Key Managerial Personnel
Mr. Pawan Kumar Kumawat	N.A.	Company Secretary	Key Managerial Personnel

Mr. Suresh Kumar Poddar (DIN: 00022395) was re-appointed as Chairman and Managing Director & CEO of the Company for a period of 3 years w.e.f. April 01, 2023.

Mrs. Tanuja Agarwal (DIN: 00269942) ceased to be the Independent Director of the Company w.e.f April 10, 2024 due to completion of second term of her tenure as an Independent Director of the Company.

Mr. Arvind Kumar Sharma (DIN: 01417904) was reappointed by the shareholders of the Company by passing Special Resolution in their Annual General Meeting held on September 14, 2023 for the Second term of (as he will attaining the age of 75 years during financial year 2023-24) as an Independent Director of the Company w.e.f February 13, 2024. He possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence he was reappointed as an Independent Director.

Mrs. Nivedita Ravindra Sarda (DIN:00938666) was appointed as an Additional Director (Independent Director) of the Company by the Board in its meeting held on November 08, 2023 for the first term term of 5 consecutive years and her appointment was approved by the members through resolution passed by postal ballot with requisite majority on January 07, 2024. She is having a vast experience, specialized knowledge in the areas of the Legal, Finance, Risk Management, Economics, Business and Strategy, Corporate Governance, Investment.

In accordance with the provisions of the Section 152 of the Act, and the Articles of Association of the Company, Mr. Arun Kumar Bagaria (DIN: 00373862), Wholetime Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment and the date of effective reappointment will be September 14, 2024, if approved by the members in this AGM. In this regard the relevant resolution for re-appointment of Mr. Arun Kumar Bagaria (DIN:00373862), Wholetime Director has been included in the notice convening the ensuing AGM. The Directors recommend the same for approval by the members.

As per the above mentioned provisions of the Act, Mr. Suresh Kumar Poddar (DIN: 00022395), Chairman and Managing Director & CEO of the Company was liable to retire by rotation in the previous AGM held on September 14, 2023 and his reappointment was by the members in the said AGM and he was reappointed with effect from September 14, 2023.

The relevant details as required under SEBI (LODR) Regulations and the Secretarial Standards on General Meeting (‘SS-2'') issued by ICSI are furnished as Annexure A to the Notice of AGM, forming part of the Annual Report.

15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, and Regulation 25 of the Listing Regulations, that they

meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI (LODR) Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Management. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received the declarations from all Independent Directors that they are exempted from appearing in the test or they have passed the online proficiency exam as required by the Indian Institute of Corporate Affairs (IICA) and also received the confirmation of their registration in the Independent Directors Database maintained by the IICA, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company i.e.

www.mayuruniquoters.com/appointment-letter-of-

independent-director.php

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and societal expectation.

In pursuit of this and in compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. and the

Company Secretary brief the Directors about their legal and regulatory responsibilities as Director. All new Independent Directors inducted into the Board attend an orientation program which enables them to augment their knowledge & skills, so that they can discharge their responsibilities effectively and efficiently.

The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at www.mayuruniquoters.com/familiarisation-programme-for-independent-directors.php

Apart from the above, the Directors are also given an update on the environmental and social impact of the business, corporate governance, developments and investor relations matters.

17. ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Actand Listing Regulations, performance evaluation has been carried out by the Board, Nomination Remuneration Committee (NRC) and by the Independent Directors. The Board has carried out an annual performance evaluation of its own, individual Directors including Independent Directors (without the presence of the director being evaluated) and its Committees.

Board evaluation was carried out on the basis of questionnaire, prepared after considering various inputs received from the Directors, covering various aspects revealing the efficiency of the Board''s functioning such as Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.

The performance of Committees was evaluated by the Board on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidentiality of its discussions and decisions.

Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

Independent Director''s performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

In their separate meeting, the Independent Directors had carried out performance evaluation of NonIndependent Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the Chairman, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

18. AUDITORS AND AUDITORS'' REPORT Statutory Auditors

Members of the Company in their 29^th Annual General Meeting (AGM) held on July 29, 2022 have appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (FRN 001076N/N500013) as Statutory Auditors of the Company to hold office for a period of up to 5 (five) years i.e. till the conclusion of 34^th Annual General Meeting (AGM) of the Company. Pursuant to Section 139 and 141 of the Act and relevant rules framed there under the Company has also received the eligibility from Statutory Auditor confirming their non disqualification for continuing as auditors of Company.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024. Further the Statutory Auditors have not reported any frauds under Section 143(12) of the Act. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and Rules made thereunder, M/s. V. M. & Associates, Company Secretaries, Jaipur (FRN P1984RJ039200), was appointed as Secretarial Auditor to conduct the

secretarial audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report received in form MR-3 from M/s. V.M. & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, is enclosed as Annexure-II to this Report. The Secretarial Audit Report for the financial year 2023- 24, does not contain any qualification(s), reservation(s) or adverse remarks and no fraud was reported by the Secretarial Auditors under Section 143(12) of the Act in their Report.

The Board on the recommendation of Audit Committee has re-appointed M/s. V.M. & Associates, Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2024- 25.

Cost Audit and Records

The cost accounts and records as required to be maintained under Section 148(1) of Act, are duly made and maintained by your Company. In accordance with the provisions of Section 148 of the Act and rules made there under, the Board of Directors of the Company has appointed M/s. Pavan Gupta & Associates, Cost Accountants, (FRN 101351), as the Cost Auditor of the Company for the financial year 2023-24.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2024 and the same has been filed with Ministry of Corporate Affairs (MCA).

The Board has re-appointed M/s. Pavan Gupta & Associates, Cost Accountants (FRN 101351) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2024-25.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Pavan Gupta & Associates, Cost Accountants, for the audit of cost records of the Company for the financial year 202425, has been included in the Notice of the ensuing Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

During the financial year 2023-24, no fraud was reported by the Cost Auditor of the Company in their Audit Report.

Internal Auditor

In accordance with the provisions of Section 138 of the Act and Rules made thereunder, the Board of Directors

of the Company has appointed M/s. S. Bhandari & Co., Chartered Accountants, (FRN: 000560C) as an Internal Auditor to conduct the Internal Audit of the Company for the financial year 2023-24.

Further the Board of Directors has re-appointed M/s. S. Bhandari & Co., Chartered Accountants as an Internal Auditor of the Company to conduct the Internal Audit for the financial year 2024-25.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

19. BOARD''S COMMITTEES

The Company has constituted various Committees of the Board as required under the Act, and the Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

20. PREVENTION OF INSIDER TRADING

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has established systems and procedures and has framed a Code of Conduct to regulate, monitor and report trading by its designated persons and their immediate relatives and procedures for fair disclosure of Unpublished Price Sensitive Information.

The trading window is closed during the time of declaration of results which prohibits the Directors of the Company and other designated persons and their relatives to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The trading window is also closed on the occurrence of any material events as per the code. The same is available on the Company''s website i.e.

www.mayuruniquoters.com/pdf/policy-of-practice-and-

procedure-for-fair-disclosure-of-unpublished-price-

sensitive-information.pdf

21. DISCLOSURE RELATED TO POLICIES

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism as per the provisions of Section 177 of the Act, and Regulation 22 of Listing Regulations for Directors and Employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through an e-mail or a letter to the Chairperson of the Audit Committee. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform to Directors and Employees wishing to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company, which may have a negative bearing on the organization either financially or otherwise. The policy is available on the Company''s website at the weblink

www.mayuruniquoters.com/pdf/mul-whistle-blower-

policy.pdf

During the financial year under review, no whistleblower event was reported and mechanism is functioning well. and it is affirmed that no personnel of the Company have been denied access to the Chairperson of the Audit Committee.

Corporate Social Responsibility (CSR)

The Company has implemented Corporate Social Responsibility Policy (“CSR Policy”) in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee (CSR Committee) and on approval of the Board of Directors of the Company. CSR Committee undertakes CSR activities in accordance with its CSR Policy uploaded on the Company''s website at www.mayuruniquoters.com/pdf/csr-policy.pdf

The Company has contributed a sum of Rs. 231.08 Lakhs towards CSR activities during the financial year under review. The Annual Report on CSR activities for the Financial Year 2023-24 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure -III.

Risk Management Policy

The Management of the Company has always been consciously reviewing its business operations in accordance with set rules and procedure and if any

deviation or risk is found, remedial and effective steps are being taken to minimize the deviation and risk. In line with the provisions of Regulation 21(5) of SEBI (LODR) Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year shall constitute a Risk Management Committee.

Further pursuant to the provisions of Regulation 21 of the Listing Regulations , the Company has developed a Risk Management Policy to build and establish the process and procedure for Identifying, assessing, quantifying, minimizing, mitigating and managing the associated risk at early stage. The main objectives of the Risk Management Policy is inter-alia,to ensure to protect the brand value through strategic control and operational policies and to enable compliance with appropriate regulations wherever applicable, through the adoption of best practices.

Your Company assesses several type of risks which include Business Environment Risks, Strategic Business Risks and Operational Risks etc. The Board of Directors periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined networks. Head of the Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. No risks threatening the existence of the organization have been identified.

The Risk Management policy is available on the Company''s website at the web link i.e. www.mayuruniquoters.com/pdf/risk-management-policy.pdf

Nomination And Remuneration Policy

In accordance with Section 178 of the Act read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of Listing Regulations, , your Company has constituted a Nomination and Remuneration Committee (“NRC”), details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report. Your Company has also formulated a Nomination and Remuneration Policy (“NRC Policy”) in accordance with Section 178(3) of the Companies Act, 2013 for Directors, Key Managerial Personnel (KMP) and Senior Management of the Company. This policy formulates the criteria for determining qualifications competencies, positive attributes and independence for the appointment of a Director and it also provides guidelines to the NRC relating to the Appointment,

Removal & Remuneration of Directors, KMP and Senior Management of the Company.

It also provides a manner for effective evaluation of the performance of the Board, its Committees and individual Directors. The said policy of the Company is uploaded on website of the Company at www.mayuruniquoters.com/pdf/nomination-remuneration-policy-board-performance-evalution-policy.pdf

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

In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Mayur''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in placed a robust policy for prevention of Sexual Harassment of Women at workplace. The policy aims at prevention of harassment of employees as well as contract workers and lays down the guidelines for identification, reporting and prevention of sexual harassment and your Company has also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee and follows the guidelines provided in the policy.

No complaints were pending at the beginning of the year. During the period under review, no complaints with allegations of sexual harassment were received by the Company and accordingly no complaints were pending at the end of the financial year.

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on March 31, 2024 on its website at www.mayuruniquoters.com/pdf/annual-return-for-the-fy-ended-on-31-03-2024.pdf

24. DEPOSIT

The Company has neither invited nor accepted or renewed any deposit amount falling within the purview of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. No amount of principal or interest was outstanding as on March 31, 2024. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

25. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adequate Internal Financial Controls (IFC) System operating effectively to ensure the orderly and efficient conduct of its business including adherence to company polices, safeguarding of its assets, optimal utilization of resources, prevention & detection of frauds and errors, accuracy & completeness of accounting records and timely preparation of reliable financial information. The Internal Control is supplemented by the detailed internal audit programme, reviewed by management and by the Audit Committee.

The standard controls defined in the IFC framework are reviewed by the Internal auditors and management concurrently to strengthen the existing processes and activities of the company by way of formulating new guidelines and incorporating necessary changes in the standard operating procedure of the Company.

Based on the results of assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed during the period. The Audit Report of the Company does not contain any reportable weakness in the Company related to IFC. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

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

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure IV.

27. PARTICULARS OF EMPLOYEES

Your Company firmly believes that a well-planned human resource management programme that is

tailored to your organization and staff can actually improve your business''s bottom line.

Our teams are integral to our business. We have embraced a culture of excellence to nurture our people. We believe in selecting the right talent, training them and instilling in them the spirit of Mayur Uniquoters. We focus on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to customers. We also aim at achieving advance flexibility, innovation, competitive advantage and improved business performance.

Mayur follows a performance measuring tool like Job Performance Analysis and other Key Performance Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of the employees'' performance is done based on their area of working. This also encourage them to work hard and efficiently at all levels of work.

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules''), is attached to this report as Annexure V.

Further, as per second proviso to Section 136(1) of the Act read with second proviso of Rule 5 of the Rules, the Board''s Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Compliance Officer at [e-mail] The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. September 14, 2024 between 11:00 a.m. to 5:00 p.m.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations is annexed herewith as Annexure-VI.

29. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The corporate governance report and certificate received from, M/s.

V.M & Associates practicing Company Secretaries for confirming the compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the listing regulations, form part of the Board''s Report and the same is annexed herewith as Annexure-VII.

30. INVESTOR EDUCATION AND PROTECTION FUND

It is hereby informed that pursuant to Section 124 of the Act and the applicable Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

During the financial year under review, the Company has transferred the amount of unpaid dividend till the financial year 2016-17 (Third Interim Dividend) to the Investor Education and Protection Fund under the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The same is available on the Company''s website i.e. www.mayuruniquoters.com

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and detail of shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company''s website i.e. www.mayuruniquoters.com

During the period under review, the Company transferred 73,168 Equity shares of Rs. 5/- each to Investor Education and Protection Fund (IEPF) pursuant to Section 124 of the Companies Act, 2013 within the scheduled time.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the Financial Year 2023-24 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under

Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report and the same is annexed herewith as Annexure-VIII.

32. LISTING OF SHARES

Your Company''s shares are listed at BSE Limited and National Stock Exchange of India Limited and the listing fee for the year 2024-25 has been duly paid.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your Directors state and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the year ended on March 31, 2024;

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

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

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

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.

34. OTHER DISCLOSURES

• The Company has complied with Secretarial Standards issued by the Institute of Company

Secretaries of India on Meetings of the Board of Directors and General Meetings;

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

• There was no revision of financial statements and Board''s Report of the Company during the year under review;

• Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees; and

• There was no instance of one-time settlement with any Bank or Financial Institution.

35. ACKNOWLEDGEMENT

The Board appreciates and values the efforts and commitment by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance despite a challenging business environment. The Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their valuable contribution by way of strategic guidance which helps your Company to take the right decisions in progressing towards its business goals.

The Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, vendors, suppliers, customers, debenture holders, shareholders and all other stakeholders during the year under review.

The Board is deeply grateful to our investors and shareholders for the unwavering confidence and faith in us and look forward to their continued support in future.

For and on behalf of the Board of Mayur Uniquoters Limited

Suresh Kumar Poddar

Place : Jaipur (Chairman and Managing Director & CEO)

Dated : August 08, 2024 DIN: 00022395

---

Mar 31, 2023

The Directors hereby present their 30^th Annual Report on the business and operations of Mayur Uniquoters Limited (“the Company” or “Mayur”) along with the audited standalone & consolidated financial statements for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

Your Company has prepared the financial statements for the financial year ended March 31, 2023, in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	March 31,2023	March 31,2022	March 31,2023	March 31,2022
Total income from operations	76,409.09	63,095.25	77,563.39	65,646.14
Net profit/(loss) for the period (before tax, exceptional and/or extraordinary items)	13,533.90	11,122.87	13,170.47	12,319.22
Net profit/(loss) for the period before tax (after exceptional and/or extraordinary items)	13,533.90	11,122.87	13,170.47	12,319.22
Net profit/(loss) for the period after tax (after exceptional and/or extraordinary items)	10,748.14	8,433.96	10,420.70	9,436.96
Total comprehensive income for the period [comprising profit/(Loss) for the period (after tax) and other comprehensive income (after tax)]	10,734.61	8,462.95	10534.48	9,489.52
Equity share capital	2,197.63	2,228.88	2197.63	2,228.88
Other equity [reserves (excluding revaluation reserve)]	73,558.80	68,680.89	73,164.49	68,486.70
Earnings per share (of Rs. 5.00 each) (for continuing and discontinued operations): 1. Basic: 2. Diluted:	24.44 24.44	18.92 18.92	23.69 23.69	21.17 21.17

2. STATE OF COMPANY''S AFFAIRS AND PERFORMANCE

The financial year 2022-23 was one of the significant year in terms of growth and sustainability. The Company was able to achieve highest ever turnover in its history during the reported financial year. Further information on the business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

The Management at the operational level, with the extensive support of the employees, made it possible to achieve the organizational activities at the desired levels / targets and the cumulative efforts turned the budgets into achievements.

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

Revenue and Profit (Standalone)

Your company''s total income during the financial year under review amounted to Rs. 77,983.03 lakhs as compared to Rs. 65,129.82 lakhs in previous financial year and net profit after tax (PAT) amounting to Rs. 10,748.14 lakhs as compared to Rs. 8,433.96 lakhs in previous year. Accordingly, there is a remarkable increase in net profit after tax (PAT) by 27.43% during the financial year 2022-23.

Revenue and Profit (Consolidated)

The total income during the year under review amounted to Rs. 79,337.65 lakhs as compared Rs.

67,681.89 lakhs in previous financial year and net profit after tax (PAT) amounting to Rs. 10,420.70 lakhs as compared to Rs. 9,436.96 lakhs in previous year. Accordingly there is an increase of 10.42% in the financial year 2022-23

During the financial year under review, there is an increase in the profit after tax (PAT) due to implementation of effective cost savings plans, increase in sales price along with the significant increase in sales in overseas subsidiaries.

3. DIVIDEND

Mayur has always endeavored to retain a balance by providing an appropriate return to the shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

Mayur has a well-defined dividend policy which ensures the availability of sufficient distributable income to its members as per Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations). The Dividend Distribution Policy is available on the Company''s website at the web link i.e. www. may u run iquoters.com/pdf/divid end-distribution-policy. pdf

During the financial year under review, the Board of Directors with the approval of the shareholders had declared the final dividend for the financial year 202122 of Rs. 2.00 per share of face value Rs 5.00 each (i.e.40%). Also, the Board at its meeting held on May 19, 2023 has recommended a dividend of Rs. 2.00 per share of face value Rs. 5.00 each (i.e.40%) and the same is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on Thursday, September 14, 2023. During the financial year, the total dividend payout was Rs. 8,79.05 Lakhs and proposed final dividend payout for the financial year 2022-23 will be Rs. 8,79.05 Lakhs.

4. TRANSFER TO RESERVES

Your Board doesn''t propose to transfer any amount to general reserve for the financial year ended on March 31, 2023.

5. CHANGE IN CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 8,600.00 Lakhs divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 5.00 (Rupees Five Only) each and 15,25,000 (Fifteen Lakhs and Twenty Five Thousand Only) Compulsory Convertible Participating Preference Shares (CCPPS) of Rs. 400.00 (Rupees Four Hundred Only) each.

The Board of Directors proposed the offer for BuyBack on February 08, 2022 of 6,25,000 (Six Lakhs Twenty Five Thousand) equity shares at a price of Rs. 650.00 (Rupees Six Hundred Fifty Only) per share and the buy-back of shares completed on April 18, 2022. After the completion of the buy back, the paid up equity share capital of the Company was decreased from Rs. 2,228.88 Lakhs to Rs. 2,197.63 Lakhs.

Now, the paid up equity share capital of the Company is Rs. 2,197.63 Lakhs consisting of 4,39,52,600 (Four Crores Thirty Nine Lakhs Fifty Two Thousand Six Hundred) equity shares of Rs.5.00 (Rupees Five Only)- each and the company does not have any issued, subscribed or paid up preference shares.

6. SUBSIDIARY COMPANY

Your Company along with the following Wholly Owned Subsidiaries and Step Down Subsidiary of the Company is engaged in the business of manufacturing and supply/trading of artificial leather not only in the country but also across the globe:

The Company has the following Wholly Owned Subsidiary Company:

I. Mayur Uniquoters Corp. (Texas, USA) - Wholly Owned Subsidiary

Mayur Uniquoters Corp. (MUC) was incorporated in Texas, USA as a domestic for Profit Corporation under the provisions of Texas State Laws having its office at 1999, Bryan St. Suite 900, Dallas, Texas. MUC''s main activity is supply of artificial leather to OEM customer in USA on just in time basis. MUC is not engaged in any manufacturing activity except some job work processing which is based on customers'' requirements.

II. Mayur Uniquoters SA (Pty) Ltd. (Johannesburg, South Africa) - Wholly Owned Subsidiary

Mayur Uniquoters SA (Pty) Ltd was incorporated in Republic of South Africa and is the Wholly Owned Subsidiary of the Company. The Company is mainly engaged in the trading of PVC Vinyl or Artificial/ Synthetic Leather in the territory of Republic of South Africa.

III. Futura Textiles Inc. (Nevada, USA) - Step Down Subsidiary.

Futura Textiles Inc. was incorporated in State of Nevada, USA and is the wholly owned subsidiary of Mayur Uniquoters Corp. The Company is mainly engaged in the business of retail and whole sale

trading of Upholstery of PVC Vinyl or Artificial/ Synthetic Leather.

IV. Mayur Tecfab Private Limited- Wholly Owned Subsidiary.

Mayur Tecfab Private Limited was incorporated in Jaipur, Rajasthan as Wholly Owned Subsidiary of the Company. The Company is mainly engaged in the business of retail sector and involved in the trading of Artificial/Synthetic Leather.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) the Company has prepared consolidated financial statements which form part of this Annual Report. A separate statement containing salient features of the financial statements and performance of the Company''s Subsidiaries and Step Down Subsidiary in prescribed form AOC-1 is annexed as Annexure-I to this report.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company''s website i.e. www.mayuruniquoters.com. The financial statements of the Subsidiary Companies are also available on the Company''s website i.e.

www.mayuruniquoters.com/financial-results-of-subsidary.php These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company till date of annual general meeting.

To comply with the provisions of Regulation 16(1)(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining material subsidiaries and the same is available on Company''s website at the web link i.e. www.mayuruniquoters.com/pdf/policy-on-material-subsidiary.pdf

There was no Company which has ceased to be Company''s subsidiary during the financial year ended on March 31, 2023. The Company does not have any Joint Venture or Associate Company.

7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION ON OVERALL PERFORMANCE OFTHECOMPANY

The subsidiary companies contributed to the Consolidated Revenue of the Company and they played a very good role in their prevailing market. Through these subsidiaries the Company has

accesses into overseas markets i.e. in United States and South Africa.

During the financial year under review the sale and market of subsidiary companies increased as compare to previous financial year and as per the view of Management, there is also chances of further growth in the market of these Subsidiary Companies. The subsidiaries companies have not faced any hindrances regarding receiving of any goods or material from the Company. Further, contribution of Subsidiaries to overall performance of your Company is outlined in Note No. 46 of the Consolidated Financial Statements.

8. MATERIAL CHANGES & COMMITMENTS

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

9. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or issued or securities provided by your Company in terms of Section 186 of the Companies Act, 2013, read with the Rules issued there under during the year under review.

11. RELATED PARTY TRANSACTIONS

Mayur has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. Pursuant to the provisions of Section 188 of the Act read with Rules issued there under and Regulation 23 of the listing regulations all contracts / transactions / arrangements entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm''s length basis.

During the financial year 2022-23, all transactions with related parties were reviewed and approved by

the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions was placed before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the same. The Company has made transactions with related parties pursuant to Section 188 of the Act. The particulars of material contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the Form AOC-2 is annexed herewith as Annexure-II.

Your Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions which has been uploaded on the Company''s website at the web link www.mayuruniquoters.com/pdf/related-party-transaction-policy.pdf

12. CREDIT RATING

During the financial year 2022-23 Credit Rating Agency CARE has reaffirmed stable rating as follows:

Facilities	Rating
Long Term Bank Facility	CARE AA; Stable
Short Term Bank Facility	CARE A1
Long Term / Short Term Bank Facility	CARE AA ; Stable / CARE A1

13. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year 2022-23 are set out in the Corporate Governance Report which forms a part of this report. The gap between the meetings are within the time period prescribed under the Act, Secretarial Standard-1 and the as per the SEBI (LODR) Regulations.

During the year, the Board of Directors met 8 times, i.e., on April 06, 2022, May 30, 2022, June 20, 2022, August 08, 2022, October 07, 2022, November 11, 2022, December 29, 2022 and February 03, 2023. All the Director were attended the 29^th Annual general Meeting (“AGM”) of the Company held on July 29, 2022. For details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

Name		Designation	Category
Mr. Suresh Kumar Poddar	(DIN: 00022395)	Chairman and	Executive Director
		Managing Director & CEO
Mr. Arun Kumar Bagaria	(DIN:00373862)	Wholetime Director	Executive Director
Mrs. Tanuja Agarwal	(DIN:00269942)	Independent Director	Non-Executive Director
Mr. Ratan Kumar Roongta	(DIN:03056259)	Independent Director	Non-Executive Director
Dr. Shyam Agrawal	(DIN:03516372)	Independent Director	Non-Executive Director
Mr. Arvind Kumar Sharma	(DIN:01417904)	Independent Director	Non-Executive Director
Mr. Vinod Kumar Sharma		Chief Financial Officer	Key Managerial Personnel
Mr. Pawan Kumar Kumawat		Company Secretary	Key Managerial Personnel

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suresh Kumar Poddar (DIN: 00022395) Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment.

The term of appointment of Mr. Arvind Kumar Sharma (DIN: 01417904) as Independent Director is completing on February 12, 2024. Your Directors upon recommendation of Nomination and Remuneration Committee proposed to reappoint Mr. Arvind Kumar Sharma (DIN: 01417904) as Independent Director for the second term of 5 years w.e.f February 13, 2024. The reappointment of Mr. Arvind Kumar Sharma as an Independent Director is recommended after taking into account his performance evaluation and considering his knowledge, acumen, expertise, experience and substantial contribution. The approval of shareholders is required by way of special resolution for his reappointment for second term and also for attaining the age of seventy-five (75) years during his second tenure in terms of Regulation 17(1A) of the SEBI (LODR) Regulations. Accordingly, it is proposed to re-appoint Mr. Arvind

Kumar Sharma (DIN: 01417904) as Independent Director for a second term of 5 years w.e.f February 13, 2024.

Necessary resolution for re-appointment of aforesaid Directors, have been incorporated in the notice convening the ensuing AGM. The relevant details as required under SEBI (LODR) Regulations and the Secretarial Standards on General Meeting (‘SS-2'') issued by ICSI are furnished as Annexure A to the Notice of AGM, forming part of the Annual Report.

Mr. Arun Kumar Bagaria (DIN: 00373862) was reappointed as Whole Time Director for a period of 5 years w.e.f. August 01, 2022.

Dr. Shyam Agrawal (DIN: 03516372) was re-appointed as an Independent Director for second term for a period of 5 years w.e.f March 26, 2023.

Mr. Suresh Kumar Poddar (DIN: 00022395) was reappointed as Chairman and Managing Director & CEO of the Company for a period of 3 years w.e.f. April 01, 2023.

Mr. Dinesh Sharma was appointed as Company Secretary & Compliance Officer of the Company w.e.f. April 06, 2022 and he has resigned w.e.f. August 22, 2022. The Board places on record its appreciation for the contribution made by him during his tenure as Company Secretary and Compliance Officer in the Company.

Mr. Pawan Kumar Kumawat was appointed as Company Secretary and Compliance Officer of the Company with effect from August 23, 2022.

15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Companies Act 2013 and Regulation 25 of the SEBI (LODR) Regulations, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI (LODR) Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Management. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received the declarations from all Independent Directors that they are exempted

from appearing in the test or they have passed the online proficiency exam as required by the Indian Institute of Corporate Affairs (IICA) and also received the confirmation of their registration in the Independent Directors Database maintained by the IICA, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors of the company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company i.e. www.mayuruniquoters.com/ appointment-letter-of-independent-director.php

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. All new Independent Directors inducted into the Board attend an orientation program which enables them to augment their knowledge & skills, so that they can discharge their responsibilities effectively and efficiently. The Company Secretary brief the Directors about their legal and regulatory responsibilities as Director. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at www.mayuruniquoters.com/familiarisation-programme-for-independent-directors.php

17. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, performance evaluation has been carried out by the Board, Nomination Remuneration Committee (NRC) and by the Independent Directors. The Board has carried out an annual performance evaluation of its own, individual Directors including Independent Directors

(without the presence of the director being evaluated) and its Committees.

Board evaluation was carried out on the basis of questionnaire, prepared after considering various inputs received from the Directors, covering various aspects revealing the efficiency of the Board''s functioning such as Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.

The performance of Committees was evaluated on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidentiality of its discussions and decisions.

Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

Independent Director''s performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

In their separate meeting, the Independent Directors had carried out performance evaluation of NonIndependent Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the Chairman, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

18. AUDITORS AND AUDITORS'' REPORT Statutory Auditors

Members of the Company in their 29^th Annual General Meeting (AGM) held on July 29, 2022 have appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (FRN 001076N/N500013) as Statutory Auditors of the Company to hold office for a period of up to 5 (five) years i.e. till the conclusion of 34^th Annual General Meeting (AGM) of the Company. The Company has also received the eligibility letter from Statutory Auditor for confirming his non disqualification for continuing as auditors of Company.

The Statutory Auditors'' Report for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act. Information referred in Auditors'' Report are selfexplanatory and do not require for any further comments.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and Rules made thereunder, M/s. V. M. & Associates, Company Secretaries in Practice, Jaipur (FRN P1984RJ039200), was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report received in form MR-3 by M/s. V.M. & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2023, is enclosed as Annexure-III to this Report. The Secretarial Audit Report for the financial year 2022- 23, does not contain any qualification(s), reservation(s) or adverse remarks and no fraud was reported by them under Section 143(12) of the Act in their Report.

The Board on the recommendation of Audit committee has re-appointed M/s. V.M. & Associates, Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2023- 24.

Cost Audit and Records

The cost accounts and records as required to be maintained under Section 148(1) of Companies Act, 2013 are duly made and maintained by your Company. In accordance with the provisions of Section 148 of the Act and rules made there under, the Board of Directors of the Company has appointed M/s. Pavan Gupta & Associates, Cost Accountants, (FRN 101351), as the Cost Auditor of the Company for the financial year 2022-23.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2023 and the same has been filed with Ministry of Corporate Affairs (MCA).

The Board has re-appointed M/s. Pavan Gupta & Associates, Cost Accountants (FRN 101351) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2023-24.

The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard has been included in the notice of the ensuing Annual General Meeting of the Company.

During the financial year 2022-23, no fraud was reported by the Cost Auditor of the Company in their Audit Report.

Internal Auditor

In accordance with the provisions of Section 138 of the Act and Rules made thereunder, the Board of Directors of the Company has appointed M/s. S. Bhandari & Co., Chartered Accountants, (FRN: 000560C) as an Internal Auditor to conduct the Internal Audit of the Company w.e.f. November 18, 2017 to conduct the Internal Audit of the Company and M/s. S. Bhandari & Co., Chartered Accountants will continue as an Internal Auditor of the Company.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

During the financial year 2022-23, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

19. BOARD''S COMMITTEES

The Board of Directors of the Company constituted the following Committees:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Corporate Social Responsibility Committee

d) Stakeholders Relationship Committee

e) Risk Management Committee

f) Buy Back Committee

The Committees'' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

20. PREVENTION OF INSIDER TRADING

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted and implemented a Code of Conduct to regulate, monitor and report trading by its designated persons and their immediate relatives and procedures for fair disclosure of Unpublished Price Sensitive Information.

The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The same is available on the Company''s website i.e. www.mayuruniquoters.com/pdf/policy-of-practice-and-procedure-for-fair-disclosure-of-unpublished-price-sensitive-information.pdf

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

To comply with the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, your Company has adopted a Vigil Mechanism / Whistle Blower Policy for Directors and Employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through an e-mail or a letter to the Chairperson of the Audit Committee. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company, which may have a negative bearing on the organization either financially or otherwise. The policy is available on the Company''s website at the weblink i.e. www.mayuruniquoters.com/pdf/mul-whistle-blower-policy.pdf

During the financial year under review, no whistle blower event was reported and mechanism is functioning well. No personnel of the Company have been denied access to the Audit Committee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company implemented Corporate Social Responsibility Policy (“CSR Policy”) in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee (CSR Committee) and on approval of the

Board of Directors of the Company. CSR Committee undertakes CSR activities in accordance with its CSR Policy uploaded on the Company''s website at www.mayuruniquoters.com/pdf/csr-policy.pdf

The company has contributed a sum of Rs. 290.47 Lakhs towards CSR activities during the financial year under review. The Annual Report on CSR activities for the Financial Year 2022-23 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure -IV.

23. RISK MANAGEMENT POLICY

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year shall constitute a Risk Management Committee.

Your Company has a robust Risk Management Committee which identifies and evaluates business risks and opportunities. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions.

The policy is available on the Company''s website at the web link i.e. www.mayuruniquoters.com/pdf/risk-management-policy.pdf

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

In order to prevent sexual harassment of women at work place “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 9, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

No complaints were pending at the beginning of the year. During the period under review, no complaints with allegations of sexual harassment were received by the Company and accordingly no complaints were pending at the end of the financial year.

25. ANNUAL RETURN

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on March 31, 2023 on its website at www.mayuruniquoters.com/pdf/annual-return-for-the-fy-ended-on-31-03-2023.pdf

26. DEPOSIT

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of Section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on March 31, 2023.

27. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an adequate Internal Financial Control (IFC) System for ensuring the orderly and efficient conduct of its business including adherence to company polices safeguarding of its assets, optimal utilization of resources, prevention & detection of frauds and errors, accuracy & completeness of accounting records and timely preparation of reliable financial information. The Internal Control is supplemented by the detailed internal audit programme, reviewed by management and by the Audit Committee.

The standard controls defined in the IFC framework are reviewed by the Internal auditors and management concurrently to strengthen the existing processes and activities of the company by way of formulating new guidelines and incorporating necessary changes in the standard operating procedure of the Company.

Based on the results of assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed during the period. The Statutory Auditor of the Company does not contain any reportable weakness in the Company related to IFC. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

28. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure V

29. NOMINATION AND REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company has formulated a Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and Senior Management of the Company. This policy formulates the criteria for determining qualifications competencies, positive attributes and independence for the appointment of a director and it also provides guidelines to the Nomination and Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

It also provides the manner for effective evaluation of performance of Board, its committees and individual directors. The said policy of the Company is uploaded on website of the Company at www.mayuruniquoters.com/pdf/nomination-remuneration-policy-board-performance-evalution-policy.pdf

30. PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules''), is attached to this report as Annexure VI.

Further, as per second proviso to Section 136(1) of the Act read with second proviso of Rule 5 of the Rules, the Board''s Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Compliance Officer at [e-mail] The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. September 14, 2023 between 11:00 a.m. to 5:00 p.m.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations annexed herewith the Board''s Report as Annexure-VII.

32. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The corporate governance report and certificate received from, M/s. V.M & Associates practicing Company Secretaries for confirming the compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the listing regulations, form part of the Board''s Report and the same is annexed herewith as Annexure-VIII.

33. INVESTOR EDUCATION AND PROTECTION FUND

It is hereby informed that pursuant to Section 124 of the Act and the applicable Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

During the financial year under review, the Company has transferred the amount of unpaid dividend till the financial year 2015-16 (Second Interim Dividend) to the Investor Education and Protection Fund under the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The same is available on the Company''s website i.e. www.mayuruniquoters.com

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and detail of shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company''s website i.e. www.mayuruniquoters.com

During the period under review, the Company transferred 1,39,622 Equity shares of Rs. 5/- each to Investor Education and Protection Fund (IEPF) pursuant to Section 124 of the Companies Act, 2013 within the scheduled time.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the Financial Year 2022-23 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report and the same is annexed herewith as Annexure-IX.

35. LISTING OF SHARES

Your Company''s shares are listed at BSE Limited and National Stock Exchange of India Limited and the listing fee for the year 2023-24 has been duly paid.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your Directors state and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit and loss of the Company for the year ended on March 31, 2023;

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

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

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and the Directors have devised proper systems to ensure compliance

with the provisions of all applicable laws and that such systems are adequate and operating effectively.

37. OTHER DISCLOSURES

• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

• There was no revision of financial statements and Board''s Report of the Company during the year under review;

• Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees; and

• There was no instance of one-time settlement with any Bank or Financial Institution.

38. ACKNOWLEDGEMENT

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. The Directors also wish to place on record their appreciation for the valuable cooperation and support received from various Government Authorities, Banks / Financial Institutions and other stakeholders such as members, customers and suppliers, among others.

The Directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Company''s success. Your Directors look forward to their continued support in future.

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Mar 31, 2022

Your Directors are pleased to present the 29^th Annual Report on the business and operations of the Company together with the audited standalone & consolidated financial statements for the financial year ended on March 31, 2022.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended on March 31, 2022 is summarized below:

(Rs. in lakhs)
Particulars	Standalone		Consolidated
	March 31,2022	March 31,2021	March 31,2022	March 31,2021
Total Income from Operations	63,095.25	50,080.50	65,646.14	51,270.84
Net Profit/(Loss) for the period (Before Tax, Exceptional and/or Extraordinary Items)	11,122.87	11,818.26	12,319.22	11,950.04
Net Profit/(Loss) for the period Before Tax (After Exceptional and/or Extraordinary Items)	11,122.87	11,818.26	12,319.22	11,950.04
Net Profit/(Loss) for the period After Tax (After Exceptional and/or Extraordinary Items)	8,433.96	8,903.82	9,436.96	8,974.86
Total Comprehensive Income for the period [Comprising Profit/(Loss) for the period (After Tax) and Other Comprehensive Income (After Tax)]	8,462.95	8,977.60	9,489.52	8890.16
Equity Share Capital	2,228.88	2,228.88	2,228.88	2,228.88
Other Equity [Reserves (Excluding Revaluation Reserve)]	68,680.89	61,312.71	68,486.70	60,091.94
Earnings Per Share (of Rs. 5.00 each) (for continuing and discontinued operations): 1. Basic:	18.92	19.71	21.17	19.86
2. Diluted:	18.92	19.71	21.17	19.86

2. STATE OF COMPANY''S AFFAIRS AND PERFORMANCE

The Financial Year 2021-22 was one of the significant year in terms of growth and sustainability. Though the company has gone through economic slowdown, the projects and jobs undertaken, outperformed the targets envisaged in the beginning of the financial year and your Company had been able to achieve highest ever turnover in the history of the Company during the reported financial year. Further information on the Business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

There is no change in the nature of business of the Company for the year under review

Revenue and Profit (Standalone)

Your company''s total income during the year under review amounting to Rs. 65,129.82 as compared to Rs. 52,039.33 in previous financial year and net Profit After Tax (PAT) amounting to Rs. 8,433.96 lakhs as compared to Rs. 8,903.82 lakhs in previous year

recording a decrease of 5.27% in 2021-22. During the financial year decrease in the Profit after Tax (PAT) is due to increase in raw material prices, slowdown in automobile sector and Covid Pandemic. Your Company''s total income during the year under.

Revenue and Profit (Consolidated)

The total income during the year under review amounting to Rs. 67,681.89 as compared Rs. 53,257.58 in previous financial year and net Profit After Tax (PAT) amounting to Rs. 9,436.96 lakhs as compared to Rs. 8,974.86 lakhs in previous year recording an increase of 5.15% in 2021-22 During the financial year increase in the Profit After Tax (PAT) due to implementation of effective cost savings plans, increase in sales price along with the significant increase in sales in overseas subsidiaries.

3. DIVIDEND

Mayur has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion

of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans. Mayur has a well-defined dividend policy which ensures the availability of sufficient distributable income to its members as per Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the listing regulations).

The Dividend Distribution Policy is available on the Company''s website at the web link i.e. https:// www.mayuruniquoters.com/pdf/dividend-distribution-policy.pdf

During the financial year, the Board of Directors with the approval of the shareholders had declared the final dividend for the financial year 2020-21 of Rs. 2.00 per share of face value Rs 5.00 each (i.e.40%). Also, the Board at its meeting held on May 30, 2022 has recommended a dividend of Rs.2 per share of face value Rs. 5.00 each (i.e.40%) and the same is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on July 29, 2022. During the financial year, the total dividend payout was Rs 8,91,55,200 (Rupees Eight Crores Ninety One Lakh Fifty Five Thousand Two Hundred Only) and proposed final dividend payout for the financial year 2021-22 will be Rs. 8,79,05,200 (Rupees Eight Crores Seventy Nine Lakh Five Thousand Two Hundred Only).

4. TRANSFER TO RESERVES

Your Board doesn''t propose to transfer any amount to General Reserve for the financial year ended on March 31, 2022.

5. CHANGE IN CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 86,00,00,000.00 (Rupees Eighty Six Crores Only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 5.00 (Rupees Five) each and 15,25,000 (Fifteen Lakhs and Twenty Five Thousand) Compulsory Convertible Participating Preference Shares (CCPPS) of Rs. 400.00 (Rupees Four Hundred) each.

During the year under review, the Board of Directors at their meeting held on February 08, 2022 proposed its Buy-Back offer of 6,25,000 (Six Lakhs Twenty Five Thousand) fully paid up equity shares of Rs.5/- each at a price of Rs. 650 (Rupees Six Hundred Fifty Only) per share for an aggregate amount of Rs. 40,62,50,000 (Rupees Forty Crores Sixty Two Lakhs Fifty Thousand Only)

After the completion of the buy back the post buy back, paid up equity share capital of the Company will decrease from Rs. 22,28,88,000 (Rupees Twenty Two Crores Twenty Eight Lakhs Eighty Eight Thousand Only) consisting of 4,45,77,600 (Four Crores Forty Five Lakhs

Seventy Seven Thousand Six Hundred Only) equity shares of Rs.5/- each to Rs. 21,97,63,000.00 (Rupees Twenty One Crores Ninety Seven Lakhs Sixty Three Thousand Only) consisting of 4,39,52,600 (Four Crores Thirty Nine Lakhs Fifty Two Thousand Six Hundred Only) equity shares of Rs.5/- each.

6. SUBSIDIARY COMPANY

Your Company along with the following Wholly Owned Subsidiaries and Step Down Subsidiary of the Company is engaged in the business of manufacturing and supply of artificial leather not only in the country but also across the globe for texture of every idea:

• Mayur Uniquoters Corp. (USA) - Wholly Owned Subsidiary

• Mayur Uniquoters SA (Pty) Ltd. (Johannesburg, South Africa) - Wholly Owned Subsidiary

• Futura Textiles Inc.((Nevada, USA) - Step Down Subsidiary.

Mayur Uniquoters Corp. (MUC) was incorporated in Texas, USA as a domestic for Profit Corporation under the provisions of Texas State Laws having its office at 1999, Bryan St. Suite 900, Dallas, Texas. MUC''s main activity is to supply goods to OEM customer in USA on just in time basis. MUC is not engaged in any manufacturing activity except some job work processing which is based on customers'' requirements.

Mayur Uniquoters SA (Pty) Ltd was incorporated in Republic of South Africa and is the Wholly Owned Subsidiary of the Company The Company is mainly engaged in the trading of PVC Vinyl or Artificial/ Synthetic Leather in the territory of Republic of South Africa.

Futura Textiles Inc. was incorporated in State of Nevada, USA on December 20, 2010. The Company is mainly engaged in the business of retail and whole sale trading of Upholstery of PVC Vinyl or Artificial/Synthetic Leather.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act), the Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A separate statement containing salient features of the financial statements of the Company''s Subsidiaries and Step Down Subsidiary in prescribed form AOC-1 is annexed as Annexure-I to this report.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company''s website i.e. www.mayuruniquoters.com. The financial statements

of the Subsidiary Companies is available on the Company''s website i.e. www.mayuruniquoters.com. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

The Company is already having a policy for determining material subsidiaries and the same is available on Company''s website at the web link i.e. https:// www.mayuruniquoters.com/pdf/policy-on-material-subsidiary.pdf There was no Company which has ceased to be Company''s Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31, 2022.

7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION ON OVERALL PERFORMANCE OFTHECOMPANY

The subsidiary companies contributed to the consolidated revenue from operations of Mayur. Through these subsidiaries the Company accesses its overseas markets in United States and South Africa. The overseas business witnessed headwinds during the year on account of economic and challenges in some of its key markets and then was impacted by coronavirus pandemic. Despite the challenges the Company continued to invest in its overseas business by enhancing its supply chain and distribution footprint across the regions.

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

8. MATERIAL CHANGES & COMMITMENTS

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company

9. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Pursuant to the provisions of Section 186 of the Act and Schedule V of the Listing Regulations, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or issued or securities provided by your Company in terms of Section 186 of the Act, read with the rules issued there under.

11. RELATED PARTY TRANSACTIONS

Mayur has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. Pursuant to the provisions of Section 188 of the Act read with rules issued there under and Regulation 23 of the listing regulations all contracts / transactions / arrangements entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm''s length basis. Further, there were no transactions with related parties which qualify as material transactions under the listing regulations.

During the financial year 2021-22, all transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions was placed before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the same. The Company has made transactions with related parties pursuant to Section 188 of the Act. The particulars of material contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the Form AOC-2 is annexed herewith as Annexure-II.

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions which has been uploaded on the Company''s website at the web link https:// www.mayuruniquoters.com/pdf/related-party-transaction-policy.pdf

12. CREDIT RATING

During the financial year 2021-22, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency-CARE has reaffirmed stable rating as follows:

Facilities	Rating
Long Term Bank Facility - Term Loan	CARE AA; Stable
Short Term Bank Facility	CARE A1
Long Term / Short Term Bank Facility	CARE AA ; Stable / CARE A1

13. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2022 are set out in the Corporate Governance Report which forms part of this report. The gap between two consecutive meetings was held within the time period stipulated under the Act, Secretarial Standard-1 and the listing regulations.

In the financial Year 2021-22 the board meet four times in a year on following dates:

Name of the Directors	Date of Board Meetings and Attendance there at				Attendance at 28th AGM held on August 27, 2021
	June 10, 2021	August 04, 2021	November 11, 2021	February 08, 2022
Mr. Suresh Kumar Poddar	Yes	Yes	Yes	Yes	Yes
Mr. Arun Kumar Bagaria	Yes	Yes	Yes	Yes	Yes
Mr. Arvind Kumar Sharma	Yes	Yes	Yes	Yes	Yes
Mr. Ratan Kumar Roongta	Yes	Yes	Yes	Yes	Yes
Mr. Shyam Agrawal	Yes	Yes	Yes	Yes	Yes
Mrs. Tanuja Agarwal	Yes	Yes	Yes	Yes	Yes

14. DIRECTORS AND KEY MANAGERIAL PERSONNELDirectors

During the year under review, the following changes

occurred in the Board of Directors:

• In accordance with the provisions of the Section152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arun Kumar Bagaria, Whole Time Director designated as Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment.

• Mr. Arun Kumar Bagaria will be proposed to appoint as Whole Time Director designated as Executive Director at ensuing AGM for a period of 5 (Five) years commencing from August 1, 2022.

• Mr. Suresh Kumar Poddar was re- appointed as Chairman and Managing Director & CEO with effect from April 01,2020 and it is proposed to reappoint him as Chairman and Managing Director & CEO at ensuing AGM for a period of 3 (Three) years commencing from April 01, 2023.

• The Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC), subject to approval of shareholders in the ensuing AGM, has approved the re-appointment of Mr. Shyam Agrawal as an Independent Director with effect from March 26, 2023. The reappointment is recommended based on knowledge, skills, experience and performance evaluation of Mr. Agrawal. He has attended all the Board Meetings and the meetings of the Committees of which he is a member, during his tenure as an Independent Director. Mr. Agrawal has been evaluated on parameters including proactive discussions, understanding of the Company''s business, engagement with the

Company''s management, exercising of Independence of behavior and judgment in his decisions. Accordingly, it is proposed to re-appoint him as an Independent Director (for second term) at the ensuing Annual General Meeting for a period of 5 (Five) years commencing from March 26, 2023.

• Necessary resolutions for the appointment/ reappointment of aforesaid Directors, wherever applicable, have been incorporated in the notice convening the ensuing AGM. As required under the listing regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of Directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as Annexure A to the notice of AGM.

Key Managerial Personnel (KMP)

• Mr. Rahul Joshi, Company Secretary & Compliance Officer of the Company has resigned with effect from March 24, 2022.

• Mr. Dinesh Sharma was appointed as Company Secretary and Compliance Officer of the Company with effect from April 06, 2022.

15. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (7) of the Companies Act, 2013 and Regulation 25 of the listing regulations all Independent Directors of the Company have given declaration that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of Listing Regulations and also affirmed compliance regarding online registration with the ''Indian Institute of Corporate Affairs” (IICA) for inclusion of name in the databank of Independent Directors. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under sub section

(1) of Section 150 of the Companies Act, 2013, the Board of Directors have taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test or they have passed the exam as required by the institute.

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

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. All new Independent Directors inducted into the Board attend an orientation program which enables them to augment their knowledge & skills, so that they can discharge their responsibilities effectively and efficiently. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at https:// www.mayuruniquoters.com/pdf/familiarization-programme.pdf

17. FORMAL ANNUAL EVALUATION

Performance evaluation is becoming increasingly important for Board and Directors and has benefits for individual Directors, Board and the Companies for which they work.

The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors.

The performance evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees of Board processes, manner of conducting the meetings, review of performance of Executive Directors, value addition of the Board members and corporate governance, succession planning, strategic planning, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, manner of conducting the meetings, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees, value additions made by the members of the committees and effectiveness of its advice/ recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organization''s strategy etc.

Performance evaluation of every Director was done by the Independent Directors in their meeting and also by the Independent Directors in their meeting held on March 14, 2022.

18. AUDITORS AND AUDITORS'' REPORT • Statutory Auditor

M/s. Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) the Statutory Auditor of the Company were appointed at 24^th Annual General Meeting (AGM) of the Company held on July 27, 2017 for a period of five years, subject to the ratification at every AGM held after 24^th AGM.

As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 there is no requirement for ratification of appointment of Statutory Auditor at every Annual General Meeting of the Company and therefore, it is not required to ratify the appointment every year.

The Audit Report for the financial year 2021-22 does not contain any qualification(s), reservation(s) or adverse remarks.

As per sub section 12 of Section 143 of the Act during the financial year, no fraud was reported by the Auditor of the Company in their Audit Report

The term of M/s Price Waterhouse Chartered Accountants, LLP, the Statutory Auditor of the Company would expire at the ensuing Annual General Meeting of the Company. In accordance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company is mandatorily required to rotate the Statutory Auditors of the Company. Hence, in the Board meeting held on May 30, 2022 it is proposed to appoint M/s Walker Chandiok & Co LLP, Chartered Accountants as Statutory Auditors of the Company for a period of five years commencing from April 01, 2022 to March 31, 2027 to hold office from the conclusion of 29^th AGM till the conclusion of 34^th AGM of the Company subject to the approval of shareholder in the Annual General Meeting of the Company which will held on July 29, 2022.

The Company received a consent, peer review certificate, eligibility criteria and other relevant documents from M/s Walker Chandiok & Co LLP,

Chartered Accountants to the effect that their appointment, would be in accordance with the provisions of Section 141 of the Act. Necessary resolution regarding the appointment of Statutory Auditors for the approval of the members of the Company has been taken in the notice convening 29^th AGM of the Company.

• Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and rules made there under, M/s. V. M. & Associates, Company Secretaries, (FRN P1984RJ039200), was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2021-22

The Secretarial Compliance Report received in form MR-3 by M/s. V.M. & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31,2022, in relation to compliance of all applicable Securities and Exchange Board of India (“SEBI”) Regulations/Circulars/ Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out in Annexure-III to this Report. The Secretarial Compliance Report has been voluntarily disclosed as good disclosure practice. As required by Schedule V of the Listing Regulations, the Secretarial Audit Report and Secretarial Compliance Report for the financial year 202122, does not contain any qualification(s), reservation(s) or adverse remarks.

During the financial year 2021-22, no fraud was reported by the Secretarial Auditor of the Company in their Report.

The Board has re-appointed M/s. V.M. & Associates, Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 202223.

• Cost Audit and Records

The cost accounts and records as required to be maintained under Section 148(1) of Companies Act, 2013 are duly made and maintained by your Company. In accordance with the provisions of Section 148 of the Act and rules made there under, the Board of Directors of the Company appointed M/s. Pavan Gupta & Associates, Cost Accountants, (FRN 101351), as the Cost Auditor of the Company for the financial year 2021-22.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2022 and the same will be filed with Ministry of Corporate Affairs (MCA).

The Board has re-appointed M/s. Pavan Gupta & Associates, Cost Accountants (FRN 101351) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2022-23.

The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard has been included in the notice of the ensuing Annual General Meeting of the Company.

During the financial year 2021-22, no fraud was reported by the Cost Auditor of the Company in their Audit Report.

• Internal Auditor

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. S. Bhandari & Co., Chartered Accountants, (FRN: 000560C) as an Internal Auditor to conduct the Internal Audit of the Company w.e.f. November 18, 2017 to conduct Internal Audit of the Company and M/s. S. Bhandari & Co., Chartered Accountants will continue as an Internal Auditor of the Company.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee as on-going basis to improve efficiency in operations.

During the financial year 2021-22, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

19. BOARD''S COMMITTEES

The Board of Directors of the Company constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

e) Buy-Back Committee

f) Risk Management Committee

The Committees'' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

20. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its designated persons and other connected persons and Code of

Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The same is available on the Company''s website i.e. www.mayuruniquoters.com

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy 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 policy provides systematic mechanism to report the concerns and adequate safeguards against the victimization, if any. The policy is available on the Company''s website at the weblink i.e. https://www.mayuruniquoters.com/ pdf/mul-whistle-blower-policy.pdf

During the financial year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company firmly believes that the commitment towards playing a defining role in the development of its stakeholders extends to uplifting the lives of the Marginalized segments of the society, living in and around its areas of operation. The principles of Corporate Social Responsibility (CSR) are deeply imbibed in your Company''s corporate culture.

The Annual Report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Section 134(3) and 135(2) of the Companies Act, 2013 is annexed herewith as Annexure-IV to this report. To amplify outreach efforts, your company has contributed a sum of Rs. 246.86 Lakhs towards CSR activities during the financial year 2021-22.

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

23. RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The policy is available on the Company''s website at the web link i.e. https://www.mayuruniquoters.com/pdf/ risk-management-policy.pdf

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

In order to prevent sexual harassment of women at work place “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the financial year 2021-22, no new complaint has been received. Hence, no complaint is pending at the end of the financial year.

25. ANNUAL RETURN

Pursuant to Section 92(3) read with Section134(3) of the Act, the Annual Return as on March 31, 2022 is available on the Company''s website on www.mayuruniquoters.com

26. DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of Section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on March 31, 2022.

27. INTERNAL FINANCIAL CONTROLS

Your Company put sufficient internal financial control system adequate with the size of its business operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safe keeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company''s operations.

During the financial year under review, the Statutory Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2021-22 has given unmodified report.

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

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

pursuant to Section 134 of the Act read with Rules made there under is given in Annexure-V to this report.

29. NOMINATION AND REMUNERATION POLICY

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination and Remuneration Policy. The Nomination and Remuneration policy provides guidelines to the Nomination and Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications competencies, positive attributes and independence for the appointment of a director (executive / non-executive)

and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other Employees.

It also provides the manner for effective evaluation of performance of Board, its committees and individual directors. The Nomination and Remuneration Policy can be accessed on the Company''s website at https:/ /www. mayuruniquoters.com/pdf/ nominationremuneration-policy-board-performance-evalutionpolicy.pdf

30. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

Sl. No.	Name of the Employee	Designation	Remuneration (Rs. in lakhs)	Nature of the employment (contractual or otherwise)	Qualification	Experi ence	Date of Commencement of employment	Age	Last employment held by such employee before joining the Company	Whether relative of the director, if yes name of the Director	Percentage of equity shares held by the employee in the Company
i	Mr. S.K. Poddar	Chairman and Managing Director & CEO	238.50	Contractual	B.Sc.	52	14.09.1992	75	Own Business	Father-in-law of Mr. Arun Kumar Bagaria	34.02
2	Mr. Arun Kumar Bagaria	Executive Director	165.45	Contractual	B.Com. (Hons), MBA	25	01.08.2007	49	Own Business	Son-in-law of Mr. Suresh Kumar Poddar	1.19
3	Mr. B.S. Venkatesh	Senior GM-Marketing	159.31	Onroll Employee	B.Com., MBA PGDBA	35	02.09.2002	58	BHOR Industries Limited
4	Mr. Ramadas U Acharya	Sr. Vice President	143.90	Onroll Employee	BE, MBA, MS	41	24.03.2011	75	Uniroyal Engineered Products Co.
5	Mr. Swapnil Vyas	Gen. Manager Operations	65.59	Onroll Employee	HSC, DME	26	24.05.2012	46	Bridgestone India Pvt. Ltd.
6	Mr. Vinod Kumar Sharma	Chief Financial Officer	62.70	Onroll Employee	M.Com., C.A., C.S.	27	19.01.2019	52	Surya Roshni Limited
7	Mr. Ajeet Vikram Bahadur Singh	Associate Vice President	62.51	Onroll Employee	B.Tech., MBA	26	11.06.2021	44	Pidilite Industries Ltd.
8	Mr. Rajesh Gupta	Senior Gen. Manager	57.00	Onroll Employee	B.Com., DCWA	31	01.04.2006	58	Mayur Interlinks (India) Pvt. Ltd.
9	Mr. Manish Kaushik	Asstt. Gen Manager	44.91	Onroll Employee	B.Sc., MBA	20	17.11.2007	41	United Decorative Solution Ltd.
10	Mr. Satish Uniyal	Gen. Manager	34.44	Onroll Employee	B.Tech	28	26.06.2012	49	Dhruv Global Pvt. Ltd.
The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure-VI to this report.

31. MANAGEMENT DISCUSSION AND ANALYSIS

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

The Management Discussion and Analysis Report is annexed herewith as Annexure-VII

32. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulated under the listing regulations. The corporate governance report and certificate from practicing Company Secretary

confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the listing regulations, form part of the Board''s Report.

The corporate governance report is annexed herewith as Annexure-VIII

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year, the Company has transferred the amount of unpaid dividend till the financial year 2014-15 (Third Interim Dividend) to the Investor Education and Protection Fund under the provisions

of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. It is hereby informed that pursuant to Section 124 of the Act and the applicable Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority. The same is available on the Company''s website i.e. www.mayuruniquoters.com

34. BUSINESS RESPONSIBILITY REPORT (BRR)

The listing regulations mandate the inclusion of the BRR as part of the Annual Report for the top 1000 listed entities based on market capitalization. In compliance with the listing regulations, we have integrated BRR disclosures into our Annual Report. The Business Responsibility Report is forming part of this Annual Report and has been annexed with the Board''s Report as Annexure-IX.

35. LISTING OF SHARES

Your Company''s shares are listed at BSE Limited and National Stock Exchange of India Ltd and the listing fee for the year 2022-23 has been duly paid.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your Directors state and confirm that:

a In the prepration of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit and loss of the Company for the year ended on March 31, 2022; c the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

d the Directors have prepared the annual accounts on a ''going concern'' basis; e the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and the Directors have

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

37. OTHER DISCLOSURES

• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

• There was no revision of financial statements and Board''s Report of the Company during the year under review;

• Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees; and

• There was no instance of one time settlement with any Bank or Financial Institution.

38. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of new products.

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

The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its suppliers, customers and others associates.

The Directors also take this opportunity to thank all Investors, Clients, Banks, Government and Regulatory Authorities and Stock Exchanges for their continued support

For and on behalf of the Board of DirectorsSuresh Kumar Poddar

(Chairman and Managing Director & CEO)

DIN: 00022395

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Mar 31, 2018

To,

The Members of Mayur Uniquoters Limited

The directors are pleased to present the 25^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended 31^st March, 2018 is summarised below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017
Total Revenue	57,687.00	53,491.35	59,492.25	53,177.27
Total Expenditure (Excluding Interest and Depreciation)	41,911.03	39,675.76	43,201.35	39,477.84
Profit Before Interest, Depreciation and Tax (PBIDT)	15,775.97	13,815.59	16,260.90	13,699.43
Less: Interest	84.56	67.32	85.44	68.41
Less: Depreciation	1,711.36	1,669.52	1,712.39	1,670.43
Profit BeforeTax (PBT)	13,980.05	12,078.75	14,493.07	11,960.59
Less: Tax Expenses	4,570.33	3,870.54	4,801.20	3,809.69
Profit AfterTax (PAT)	9,409.72	8,208.21	9,691.87	8,150.90
Add: Balance Brought Forward from Previous Year	31,354.51	23,694.42	30,990.56	23,387.78
Profit Available For Appropriation	40,764.23	31,902.63	40,682.43	31,538.68
Add: Other Comprehensive Income (Net of Income Tax)	0.84	2.54	0.84	2.54
Less: Appropriation:
Transaction Cost on Buy Back of Equity Shares	26.29	24.53	26.29	24.53
Equity Dividend	639.10	437.14	639.10	437.14
Dividend Distribution Tax on Equity Dividend	130.10	88.99	130.10	88.99
Balance Carried to Balance Sheet	39,969.58	31,354.51	39,887.78	30,990.56

2. STATE OF COMPANY’S AFFAIRS AND PERFORMANCE

We are glad to inform that your company has celebrated 25^th Anniversary (Silver Jubilee) of the Company during the year. Your company being one of the largest producers of the synthetic leather is having an installed capacity of 3.05 million linear meters per month. Mayur Uniquoters Limited (“Mayur”) has been gearing the unearthed opportunities in the synthetic leather industry by increasing its installed capacities, adopting newer and latest technologies, newer innovations and development of new processes, widened its product range and expending the marketing network. The major contributing factors towards the success of Mayur is its commitment to serve the customer and shareholders to their satisfaction.

During the financial year 2017-18, your Company has achieved total revenue on Standalone basis amounting to Rs. 576.87 Crore as compared to Rs. 534.91 Crore in previous financial year and net Profit AfterTax (PAT) has increased from Rs. 82.08 Crore to Rs. 94.10 Crore recording an increase of 14.64% and total revenue on Consolidated basis amounting to Rs. 594.92 Crore as compared to Rs. 531.77 Crore and net Profit After Tax (PAT) has increased from Rs. 81.51 Crore to Rs. 96.92 Crore recording an increase of 18.91 % in 201718.

3. DIVIDEND

Mayur has always strived to maintain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans. Mayur has a well defined dividend policy which ensures the availability of sufficient distributable income to its members as per regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the regulations). The policy is attached as Annexure I to this report.

During the financial year 2017-18, the Board of Directors declared three interim dividends of Rs. 0.50/ - , Rs. 0.25/- and 0.40/- per share of the face value of Rs. 5/- each in the month of August, 2017, November, 2017 and February, 2018 respectively, aggregating to Rs. 1.15/- per equity share (23%). Also, the Board at its meeting held on 30^th May, 2018 has recommended a final dividend of Rs. 0.25/- per share of face value Rs. 5/- each (5%) and the same is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 27^th July, 2018. The total final dividend pay-out will be Rs. 113.32 Lakhs excluding dividend distribution tax of Rs. 23.29 Lakhs.

4. TRANSFER TO RESERVES

The Board of Directors doesn’t propose to transfer any amount to General Reserve for the financial year ended 31^st March, 2018.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review, the Company has completed its Buy Back Offer of 4,50,000 (Four Lakhs Fifty Thousand) fully paid up equity shares of Rs. 5/each representing 0.98% of the total paid up equity share capital at a price of Rs. 550/- (Rupees Five Hundred and Fifty) per share for an aggregate amount of Rs. 24,75,00,000/- (Rupees Twenty Four Crore Seventy Five Lakhs).

Post buy back, the paid up equity share capital of the Company decreased from Rs. 22,88,88,000/- (Rupees Twenty Two Crore Eighty Eight Lakhs Eighty Eight Thousand) consisting of 4,57,77,600 (Four Crore Fifty Seven Lakhs Seventy Seven Thousand Six Hundred) Equity Shares of Rs. 5/- (Rupees Five) each to Rs. 22,66,38,000/- (Rupees Twenty Two Crore Sixty Six Lakhs Thirty EightThousand) consisting of 4,53,27,600 (Four Crore FiftyThree Lakhs Twenty SevenThousand Six Hundred) Equity Shares of Rs. 5/- each.

6. SUBSIDIARY COMPANY

The Company has the following Wholly Owned Subsidiary Company:

- Mayur Uniquoters Corp. (Texas USA)

Mayur Uniquoters Corp. (MUC) was incorporated in Texas, USA as a domestic for Profit Corporation under the provisions of Texas State Laws having its office at 1999, Bryan St. Suite 900, Dallas, Texas. MUC’s main activity is to supply goods to OEM customer in USA on just in time basis. MUC is not engaged in any manufacturing activity except some job work processing which is based on customers’ requirements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) the Company has prepared consolidated financial statements which form part of this Annual Report. A separate statement containing salient features of the financial statements of the Company’s subsidiary in prescribed form AOC-1 is annexed as Annexure II to this report.

The audited financial statement including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company’s website i.e. www.mayuruniquoters.com. The financial statement of the subsidiary company is available on the Company’s Website i.e. www.mayuruniquoters.com. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

The Company is already having a policy for determining material subsidiaries and the same is available on Company’s web link i.e. http:// www.mayuruniquoters.com/pdf/ policy-on-material-subsidiary.pdf. There was no Company which has ceased to be Company’s Subsidiary, Joint Venture or Associate Company during the financial year ended 31^st March, 2018.

7. MATERIAL CHANGES & COMMITMENTS:

In pursuance to Section 134(3) (L) of the Companies Act, 2013, No material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the company.

8. MATERIAL ORDERS:

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Pursuant to the provisions of Section 186 of the Act and Schedule V of the regulations, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or issued or securities provided by your Company in terms of Section 186 of the Act, read with the Rules issued thereunder.

10. RELATED PARTYTRANSACTIONS

All Contracts / transactions / arrangements entered by the Company during the financial year with the Related Parties were in ordinary course of business and on an arm’s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the regulations. Further, there were no transactions with related parties which qualify as material transactions under the regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions was placed before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the same. The Company has made transactions with related parties pursuant to Section 188 of the Act. The particulars of material contracts or arrangements with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 in the Form AOC-2 is annexed herewith as Annexure ‘III’.

The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which has been uploaded on the Company’s website at the web link http:// www.mayuruniquoters.com/pdf/related-party-transaction-policy.pdf.

11. CREDIT RATING

During the financial year 2017-18, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency-CARE has reaffirmed stable rating as follows:

Facilities	Rating	Outlook
Long Term Bank Facility	CARE AA	Stable
Short Term Bank Facility	CARE A1	Stable
Long Term/Short Term	CARE AA /	Stable
Bank Facility	CARE A1

12. BOARD AND COMMITTEE MEETINGS

The details of board and committee meetings held during the financial year ended 31 ^st March, 2018 are set out in the Corporate Governance Report which forms a part of this report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the regulations.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Directors

During the year under review, the following changes occurred in the Board of Directors:

(i) In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Arun Kumar Bagaria, Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment.

(ii) Mr. Kanwarjit Singh, Independent Director resigned from the directorship w.e.f. 23^rd January, 2018.

(iii) Mr. Shyam Agrawal was appointed as an Additional Director (Independent) w.e.f. 26 March, 2018 and it is proposed to appoint him as an Independent Director at the ensuing AGM, for a period of five years commencing from 26 March, 2018.

(iv) Mr. Ratan Kumar Roongta was appointed as Independent Director by Shareholders in the 24^th AGM of the Company for a term of 5 years w.e.f. 28^th September, 2016.

(v) Necessary resolutions for the appointment/ re-appointment of aforesaid directors, wherever applicable, have been incorporated in the notice convening the ensuing AGM. As required under the regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of directors retiring by rotation and/or seeking appointment/reappointment at the ensuing AGM are furnished as Annexure A to the notice of AGM.

(b) Key Managerial Personnel (KMP)

(i) Mr. Brahm Prakash Kumar, Company Secretary & Compliance Officer resigned w.e.f. 17^th April, 2018.

(ii) Mr. Rahul Joshi was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 18^th April, 2018.

14. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declaration that they meet the criteria of independence as provided under Section 149 (6) of the Act and the regulation 16(1) (b) of the regulations. The terms & conditions for the appointment of Independent Directors are given on the website of the Company.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the act and the regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at http:// www.mayuruniquoters.com/pdf/details-of-familiarization-programme- imparted.pdf

16. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act, the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and individual directors. The performance 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, manner of conducting the meetings, value addition of the Board members and corporate governance etc. as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, manner of conducting the meetings, value additions made by the members of the committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed 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 attendance of the directors in the meetings, their contribution & inputs, qualification and expertise etc.

17. AUDITORS ANDAUDITORS’ REPORT

(a) Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) the Statutory Auditor of the Company were appointed at 24^th Annual General Meeting (AGM) of the Company held on 27^th July, 2017 for a period of five years, subject to the ratification at every AGM held after 24^th AGM.

As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 there is no requirement for ratification of appointment of statutory auditor at every AGM of the Company and therefore, it is not required to ratify the appointment every year.

The Auditors in their report for the financial year 2017-18 have given qualified opinion and the response of your directors with respect to it is as follows:

No impact is envisaged by the management since the Company has complied with relevant laws and regulation and statutory auditors have commented upon quality of audit evidence i.e. Company has deployed manual control instead of automated control with respect to time booking records of worker.

The Company is in the process of exploring a comprehensive automated attendance recording system to capture and maintain sufficient details including time worked by its own as well as contractual workers. Based on the current practice followed by the Company and available manual records, the Company’s management is of the view that it has complied with the Payment of Wages Act, 1936 and other applicable labour laws.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and rules made thereunder, M/s. V.M. & Associates, Company Secretaries in Practice, (FRN PI984RJ039200), was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2017-18.

An Audit Report issued in form MR-3 by M/s. V.M. & Associates, Company Secretaries, Jaipur in respect of the secretarial audit of the Company for the financial year ended 31^st March, 2018, is attached asAnnexure IV to this Report.The report doesn’t contain any reservation, qualification or adverse mark except the following comment:

“During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above except expense on CSR activities below the prescribed limit”.

Board’s Explanation for shortfall amount spent on CSR Activities

In terms of CSR Policy of the Company, during the financial year 2017-18 the company has spent 77.42% of the available funds in CSR Activities, utilized for long term multiyear projects or programmes and balance amount should be spent on the projects or programmes with short term objectives. In addition to existing multi-year projects, the Company has identified long term project of construction of Schools in remote rural backward areas of Jaipur. Skill Development of rural youth, Education is believed to be the stepping stone to improve the quality of life, especially for the poor and the most vulnerable. The ideology behind the “Project Mayur-education” lies in the very essence of transforming lives through continuous generation of knowledge and empowerment. Therefore, Company has earmarked funds in line with its Policy as well as prescribed CSR Expenditure. However, the implementation of such project will commence in FY 2018-19 as the Company is under process of formulating implementation plan and taking various approvals required in this regards. The Company has incurred CSR Expenditure during the year under review in line with CSR Policy of the Company. The Company has changed lives of many people across the district with its various social initiatives since many years. It is the Company’s continuous endeavour to increase its CSR impact and spend over the coming years, supplemented by its continued focus towards sustainable development and responsible infrastructure.

The Board has re-appointed M/s.V. M. &Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2018-19.

(c) Cost Auditor

In accordance with the provisions of Section 148 of the Act and rules made thereunder, the Board of Directors of the Company appointed M/s. Pavan Gupta & Associates, Cost Accountants, Jaipur (FRN 101351), as the Cost Auditor of the Company for the financial year 2017-18.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended 31^st March, 2018 and the same will be submitted to the Central Government in due course.

The Board has re-appointed M/s. Pavan Gupta & Associates, Cost Accountants (FRN 101351) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2018-19. The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard, has been included in the notice convening 25^th AGM of the Company.

(d) Internal Auditor

Mr. Ashish Jain, Internal Auditor of the Company has resigned w.e.f. 17^th November, 2017.

In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. S. Bhandari & Co., Chartered Accountants, (FRN: 000560C) as an Internal Auditor to conduct the Internal Audit of the Company w.e.f. 18^th November, 2017 to conduct Internal Audit from 1^st October, 2017.

18. BOARD’S COMMITTEES

The Board of Directors of the Company constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination & Remuneration Committee

d) Stakeholders Relationship Committee

The Committees’ composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

19. PREVENTION OF INSIDERTRADING

Pursuant to the provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The same is available on the Company’s website i.e. http:// www.mayuruniquoters.com/pdf/mayur-uniquoters-limite-code-of-conduct-amendec.pdf.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company established a Whistle Blower Policy to deal with the cases of unethical behaviour in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The policy provides systematic mechanism to report the concerns and adequate safeguards against the victimization if any. The policy is available on the website of the Company i.e. http://www.mayuruniquoters.com/pdf/ mul-whistle-blower-policy.pdf

During the year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The Annual Report on CSR activities is annexed herewith as Annexure V to this report. The Company has contributed a sum of Rs. 173.42 Lakhs towards CSR activities during the financial year 2017-18. The justification for the shortfall amount spent on CSR activities has been provided under point no. 15(b) of this report and also in Annual Report on CSR.

22. RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

23. DISCLOSURE UNDERTHE SEXUAL HARASSMENT OFWOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013” was notified on 9^th December, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the financial year ended 31^st March, 2018, the Company did not receive any compliant and no compliant was pending at beginning and at the end of the year.

24. EXTRACT OFANNUAL RETURN

The extract of Annual Return in Form No. MGT-9, as on 31^st March, 2018 is given as Annexure VI to this report.

25. DEPOSITS

During the year under review, your company has neither invited nor accepted or renewed any fixed deposit from public in terms of provisions of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

26. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safe keeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company’s operations. The Statutory Auditor in their Report on the Internal Financial controls with reference to financial statements for financial year 2017-18 has given qualified opinion and the response of your directors with respect to it is as follows:

No impact is envisaged by the management since the Company has complied with relevant laws and regulation and statutory auditors have commented upon quality of audit evidence i.e. Company has deployed manual control instead of automated control with respect to time booking records of worker.

The Company is in the process of exploring a comprehensive automated attendance recording system to capture and maintain sufficient details including time worked by its own as well as contractual workers. Based on the current practice followed by the Company and available manual records, the Company’s management is of the view that it has complied with the Payment of Wages Act, I936 and other applicable labour laws.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your directors state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2018, 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 31^st March, 2018 and of the profit of the Company for the year ended 31^st March, 2018;

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

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

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

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.

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

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Act read with rules made thereunder is given in AnnexureVII to this report.

29. REMUNERATION POLICY

In accordance with the provisions of section 178 of the Act, the Company has Nomination and Remuneration Policy in place and the same is attached as Annexure VIII to this report.

30. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IX to this report.

Sr. No	Name of the employee	Designation	Remune ration p.a. (Rs. in Lakhs)	Nature of the employment (contractual or otherwise)	Qualification	Experience	Date of Commencement of employment	Age	Last employment held by such employee before joining the Company	Whether Relative of the Director, if Yes name of the director	Percentage of equity shares held by the employee in the Company
1	Mr. Suresh Kumar Poddar	Chairman & Managing Director	159.12	Contractual	B.Sc.	48	28.07.2000	71	Own Business	Father-in-law of Mr. Arun Kumar Bagaria	33.98
2	Mr. Ramadas V Acharya	Sr. Vice President	156.01	Onroll Employee	BE, MS, MBA	37	24.03.2011	71	Uniroyal Engineered Products Co.	-	-
3	Mr. Arun Kumar Bagaria	Executive Director	113.09	Contractual	B.Com. (Hons) & MBA	21	30.06.2007	45	Own Business	Son-in-law of Mr. Suresh Kumar Poddar	1.19
4	Mr. B.S. Venkatesh	GM -Marketing	78.62	Onroll Employee	B.Com., PGDBA, MBA	31	02.09.2002	54	BHOR IndustriesLimited	-	-
5	Mr. Swapnil Vyas	GM- Operations	47.22	Onroll Employee	DME,ISO/QS9000, MEP,MDP,2011	22	24.05.2012	42	Bridgestone India Pvt. Limited	-	-
6	Mr. S. Nagraj	GM - Operations	34.26	Onroll Employee	B.E.	28	04.04.2017	52	Klassik Lamitex Pvt. Ltd.	-	-
7	Mr. Guman Mal Jain	CFO & GM -Finance & Accounts	30.52	Onroll Employee	B.Com., FCA	18	12.01.2015	45	JBF Petro Chemicals Limited
8	Mr. Rajesh Gupta	GM - Corp. Import	30.16	Onroll Employee	B.Com., DCWA	27	01.04.2006	54	Mayur Interlinks (India) Pvt. Ltd.	-	-
9	Mr. Satish Uniyal	GM - Textile	26.90	Onroll Employee	B.Tech	24	26.06.2012	45	Dhruv Global Pvt. Ltd.	-	-
10	Mr. Ashok Kumar Dhull	DGM- Materials	24.13	Onroll Employee	DME,BE, PDGMM	21	01.08.2013	42	Action Construction Equipments Limited	-	-

31. MANAGEMENT DISCUSSION AND ANALYSIS

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

32. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulated under the regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of ScheduleV of the regulations, form part of the Board’s Report.

33. TRANSFER OF AMOUNTTO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year, the Company has transferred the amount of unpaid dividend till the financial year 2010-11 (Third Interim Dividend) to the Investor Education and Protection Fund under the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Further according to Section 124 of the Act and the applicable Rules, the Shares on which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more shall also be transferred to the demat account of IEPF Authority.

34. LISTING OF SHARES

Your Company’s shares are listed at BSE Limited and National Stock Exchange of India Limited and the listing fees for the year 2018-19 has been duly paid.

35. ACKNOWLEDGEMENT

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of new products.

The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its suppliers, customers and others associates.

The directors also take this opportunity to thank all Investors, Clients, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board

Suresh Kumar Poddar

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

Date : May 30, 2018 DIN: 00022395

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Mar 31, 2017

The directors take pleasure in presenting their 24^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2017.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended 31^st March, 2017 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	F.Y. 2016-17	F.Y. 2015-16	F.Y. 2016-17	F.Y. 2015-16
Total Revenue	49,212.56	51,680.65	48,910.35	50,138.36
Total Expenditure	35,625.54	37,743.50	35,439.25	36,679.56
Profit Before Interest, Depreciation and Tax (PBIDT)	13,587.02	13,937.15	13,471.10	13,458.80
Less: Interest	67.32	159.20	68.65	159.72
Less: Depreciation	1,668.87	1,611.61	1,669.78	1,611.61
Profit Before Tax (PBT)	11,850.83	12,166.34	11,732.67	1 1,687.47
Less: Provision of Taxation Including Deferred Tax	3,783.05	3,915.05	3,846.87	3,968.18
Profit After Tax (PAT)	8,067.78	8,251.29	7,885.80	7,719.29
Add: Balance Brought Forward From Previous Year	23,866.47	17,922.34	23,334.47	17,922.34
Profit Available For Appropriation	31,934.25	26,173.63	31,220.27	25,641.63
Less: Appropriation:
Equity Dividend (Including Proposed Dividend)	344.58	1,619.72	344.58	1,619.72
Preference Dividend @ 5% on CCPPS	-	297.20	-	297.20
Dividend Distribution Tax on Preference Dividend @ 5% on CCPPS		60.50		60.50
Dividend Distribution Tax on Equity Dividend (Including Proposed Dividend)	70.15	329.74	70.15	329.74
Balance Carried To Balance Sheet	31,519.52	23,866.47	30,805.54	23,334.47

2. STATE OF COMPANY’S AFFAIRS AND PERFORMANCE

Mayur is one of the largest producers of the synthetic leather having the installed capacity of 3.05 million linear meters per month. Today the companies are operating in the environment where the survival of fittest is the law of land. The major contributing factors towards the success of Mayur is its commitment to serve the customer to their satisfaction. Mayur is now on the fast track to adopt the changes in economic scenario and technological innovations keeping in mind the object of the becoming the global player producing the high technology and premium products.

During the financial year 2016-17, on standalone basis, the Company recorded total revenue of Rs. 492.12 Crore and Net Profit After Taxes (PAT) amounting to Rs. 80.68 Crore. The Company has registered an increase in EBIDTA from 26.97% to 27.61%. On consolidated basis, the Company registered Profit After Tax (PAT) of Rs. 78.86 as compared to Rs. 77.19 Crore in the previous year which represents increase of 2.16% during the financial year 2016-17.

The Company’s Wholly Owned Subsidiary in Texas, USA started operations in financial year 2015-16 to grease the wheels of our exports business in USA, which registered Profit After Tax (PAT) USD 0.31 million in financial year 2016-17 as compared to USD 0.17 million in financial year 2015-16. OEM Export business registered 10% growth during financial year 2016-17 in volume with new program awarded to your Company.

3. 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 fund the future expansion plans. In terms of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the regulations) which requires formulation of Dividend Distribution Policy (the policy) for top 500 hundred listed Companies, the Board of Directors of the Company has adopted the policy w.e.f. 29^th May, 2017. The policy is attached as Annexure I to this report.

During the financial year 2016-17, the Board of Directors declared three interim dividends each of Rs. 0.25/- per share of the face value Rs. 5/- each (5%) in August, 2016, November, 2016 and February, 2017 respectively, aggregating to Rs. 0.75/- per equity share (15%). Also, the Board at its meeting held on 29^th May, 2017 has recommended a final dividend of Rs. 0.25/- per share of face value Rs. 5/- each (5%) and the same is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 27^th July, 2017. The total final dividend pay-out will be Rs. 1 14.44 Lakhs excluding dividend distribution tax of Rs. 23.30 Lakhs.

4. TRANSFER TO RESERVES

The Board of Directors doesn’t propose to transfer any amount to General Reserve for the financial year ended 31^st March, 2017.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review, the Company completed its Buy Back Offer of 5,00,000 (Five Lakhs) fully paid up equity shares of Rs. 5/- each representing 1.08% of the total paid up equity share capital at a price of Rs. 500/- (Rupees Five Hundred) per share for an aggregate amount of up to Rs. 25,00,00,000/- (Rupees Twenty Five Crore).

Post buy back, the paid up equity share capital of the Company decreased from Rs. 23,13,88,000/- (Rupees Twenty Three Crore Thirteen Lakhs Eighty Eight Thousand) consisting of 4,62,77,600 (Four Crore Sixty Two Lakhs Seventy Seven Thousand Six Hundred) Equity Shares of Rs. 5/- (Rupees Five) each to Rs. 22,88,88,000/- (Rupees Twenty Two Crore Eighty Eight Lakhs Eighty Eight Thousand) consisting of 4,57,77,600 (Four Crore Fifty Seven Lakhs Seventy Seven Thousand Six Hundred) Equity Shares of Rs. 5/- each.

6. SUBSIDIARY COMPANY

The Company has the following Wholly Owned Subsidiary Company:

- Mayur Uniquoters Corp. (Texas USA)

Mayur Uniquoters Corp. (MUC) was incorporated in Texas, USA as a domestic for profit corporation under the provisions of Texas State Laws having its office at 1999, Bryan St. Suite 900, Dallas, Texas. MUC’s main activity is to supply goods to OEM customer in USA on just in time basis. MUC is not engaged in any manufacturing activity except some job work processing which is based on customers’ requirements.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) the Company has prepared consolidated financial statements which form part of this Annual Report. A separate statement containing salient features of the financial statements of the Company’s subsidiary in prescribed format AOC-1 is annexed as Annexure II to this report. The statement also provides financial performance of the subsidiary. During the financial year 2016-17 the Subsidiary Company registered Profit After Tax (PAT) amounting to USD 0.31 million.

The Board adopted a policy for determining material subsidiaries and the same is available on Company’s website i.e. http://www.mayuruniquoters.com/pdf/ policy-on-material-subsidiary.pdf. There was no Company which has ceased to be Company''s Subsidiary, Joint Venture or Associate Company during the financial year ended 31^st March, 2017.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in standalone financial statements of the Company.

8. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the act and the regulations.

There are no material significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Act in the form AOC-2 is annexed herewith as Annexure III to this report.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee on quarterly basis.

The Board adopted a policy on related party transactions and the same is available on Company''s website i.e. http://www.mayuruniquoters.com/pdf/ related-party-transaction-policy.pdf.

9. CREDIT RATING

The credit rating of your Company has been strengthened by one notch for long term facilities from CARE AA- (Double A Minus) to CARE AA (Double A) and for short term facilities, CARE has reaffirmed the rating as CARE A1 (A One Plus).

10. BOARD AND COMMITTEE MEETINGS

The details of board and committee meetings held during the financial ended 31^st March, 2017 are set out in the Corporate Governance Report which form a part of this report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the regulations.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Directors

During the year under review, the following changes occurred in the Board of Directors :

(i) Mr. Manav Poddar, Executive Director resigned from the directorship w.e.f. 1^st May, 2016. Further, he was appointed as an Additional Director w.e.f. 9^th June, 2016 and designated as Executive Director w.e.f. 22^nd June, 2016 and as Non Executive Director w.e.f. 3^rd February, 2017. He resigned from the directorship w.e.f. 16^th February, 2017.

(ii) Mr. Arun Kumar Bagaria, Director retiring by rotation was re-appointed at 23^rd Annual General Meeting held on 27^th July, 2016. Further, he was appointed as Whole Time Director for a period of three years w.e.f. 1^st August, 2016. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Arun Kumar Bagaria, Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

(iii) Mr. B.L Bajaj, Independent Director resigned from the directorship w.e.f. 10^th August, 2016.

(iv) Mr. Ratan Kumar Roongta was appointed as an Additional Director (Independent Director) w.e.f. 28^th September, 2016 and it is proposed to appoint him as an Independent Director at the ensuing AGM, for a period of five years commencing from 28^th September, 2016.

(v) Mr. Suresh Kumar Poddar was re-appointed as Chairman & Managing Director for a period w.e.f. 28^th September, 2016 till 31^st March, 2017. Further, he was reappointed as Chairman & Managing Director for a period of three years w.e.f 1^st April, 2017 to 31^st March, 2020.

(vi) Necessary resolutions for the appointment/ re-appointment of aforesaid directors, wherever applicable, have been incorporated in the notice convening the ensuing Annual General Meeting. As required under the regulations, the relevant details of directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as Annexure A to the notice of AGM.

(b) Key Managerial Personnel (KMP)

(i) Mr. Nikhil Saxena, Company Secretary & Compliance Officer resigned w.e.f. 1^st December, 2016.

(ii) Mr. Brahm Prakash was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 15^th February, 2017.

12. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declaration that they meet the criteria of independence as provided under Section 149 (6) of the Act and the regulation 16(1)(b) of the regulations. The terms & conditions for the appointment of Independent Directors are given on the website of the Company.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the act and the regulations, the Company has put in place a familiarization programmes for the Independent Directors to familiarize them with their role, rights, and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at http:// www.mayuruniquoters.com/pdf/details-of-familiarization-programme-imparted.pdf

14. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act, the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and individual directors. The performance 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, manner of conducting the meetings, value addition of the Board members and corporate governance etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, manner of conducting the meetings, value additions made by the members of the committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed 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 attendance of the directors in the meetings, their contribution & inputs, qualification and expertise etc.

15. AUDITORS AND AUDITORS’ REPORT

(a) Statutory Auditors

M/s Madhukar Garg & Co., Chartered Accountants (FRN 000866C) the Statutory Auditor of the Company were appointed at 21^st Annual General Meeting (AGM) of the Company held on 16^th September, 2014 for a period of three years, subject to the ratification at every AGM. The period of three years would expire at the ensuing AGM.

Further, in accordance with the provisions of Section 139 of the act read with rules made there under, it is compulsorily required to rotate the Statutory Auditors who have held the office for ten years or more. In view of above requirements, M/s. Madhukar Garg & Co., Chartered Accountants would not be eligible to be reappointed as Statutory Auditor of the Company and accordingly, the Board of Directors, pursuant to recommendations of the Audit Committee, has recommended the appointment, of M/s Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) as Statutory Auditor, to the Shareholders, for a period of five years from the conclusion of 24^th Annual General Meeting (AGM) till the conclusion of 29^th AGM, subject to yearly ratification by the members at every AGM. The Company received a certificate from M/s. Price Waterhouse Chartered Accountants LLP to the effect that their appointment, if made, would be in accordance with the provisions of Section 141 of the act. Necessary resolution regarding the appointment of Statutory Auditors for the approval of the members of the Company has been taken in the notice convening 24^th AGM of the Company.

The Auditors'' Report for the financial year 201617 doesn''t contain any reservation, qualification or adverse remark. Information referred in Auditors'' Report are self-explanatory and don''t call for any further comments.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and rules made there under, M/s.V. M. & Associates, Company Secretaries in Practice, Jaipur (FRN P1984RJ039200), was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2016-17.

An Audit Report issued in form MR-3 by M/s. V. M. & Associates, Company Secretaries, Jaipur in respect of the secretarial audit of the Company for the financial year ended 31^st March, 2017, is attached as Annexure IV to this Report. The report doesn''t contain any reservation, qualification or adverse mark except the following comment:

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above except expense on CSR activities below the prescribed limit.

Board’s Explanation for shortfall amount spent on CSR Activities

The Company is very particular in spending CSR expenditure in line with the CSR Policy of the Company. The Company has been very selective in indentifying appropriate projects/areas for spending the required CSR amount and ensures that the projects funded were well within the prescribed CSR activities of the Company. The Company also ensures that the amount spent on account of CSR activities would benefit the society and real beneficiaries. During the financial year 2016-17, the Company could not spend the required amount on CSR activities. We will continue to spend on CSR activities as per CSR Policy of the Company.

The Board has re-appointed M/s. V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2017-18.

(c) Cost Auditor

In accordance with the provisions of Section 148 of act and rules made there under, the Board of Directors of the Company appointed M/s. Pavan Gupta & Associates, Cost Accountants, Jaipur (FRN 101351), as the Cost Auditor of the Company for the financial year 2016-17.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended 31^st March, 2017 and the same will be submitted to the Central Government in due course.

The Board has re-appointed M/s. Pavan Gupta & Associates, Cost Accountants (FRN 101351) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2017-18. The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard, has been included in the notice convening 24^th AGM of the Company.

(d) Internal Auditor

Mr. Hemant Koushik, Internal Auditor of the Company resigned w.e.f. 10^th August, 2016.

In accordance with the provisions of Section 1 38 of the act and rules made there under, the Board of Directors of the Company has appointed Mr. Ashish Jain, Chartered Accountant, (M.No. 410337) as an Internal Auditor to conduct the Internal Audit of the Company w.e.f. 3^rd February 2017.

16. BOARD’S COMMITTEES

The Board of Directors of the Company constituted the following Committees:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Corporate Social Responsibility (CSR) Committee

d) Stakeholders Relationship Committee

The Committees'' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

17. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The same is available on the Company''s website i.e. http:// www.mayuruniquoters.com/pdf/mayur-uniquoters-limited-code-of-conduct-amendec.pdf.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company established a Whistle Blower Policy 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 policy provides systematic mechanism to report the concerns and adequate safeguards against the victimization if any. The policy is available on the website of the Company i.e. http://www.mayuruniquoters.com/pdf/ mul-whistle-blower-policy.pdf

During the year, no whistle blower event was reported and mechanism is functioning well. No personnel has been denied access to the Audit Committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The Annual Report on CSR activities is annexed herewith as Annexure V to this report. The Company has contributed a sum of Rs. 51.44 Lakhs towards CSR activities during the financial year 2016-17. The justification for the shortfall amount spent on CSR activities has been provided under point no. 15(b) of this report.

20. RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

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

In order to prevent sexual harassment of women at work place “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on 9^th December, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the financial year ended 31^st March, 2017, the Company did not receive any compliant and no compliant was pending at beginning and at the end of the year.

22. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9, for the financial year ended 31^st March, 2017 is given as Annexure VI to this report.

23. DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public.

24. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 1 34(3)(c) of the Act, your directors state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2017, 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 31^st March 2017 and of the profit of the Company for the year ended 31^st March, 2017;

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

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

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

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.

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

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Act read with rules made there under is given in Annexure VII to this report.

27. REMUNERATION POLICY

In accordance with the provisions of section 178 of the Act, the Company has Nomination and Remuneration Policy in place and the same is attached as Annexure VIII to this report.

28. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below :

Sr. No	Name of the employee	Designation	Remuneration p.a.(Rs. in Lakhs)	Nature of the employment	Qualification	Experince	Date of Commencement of employment	Age	Last employment held by such employee before joining the Company	Whether Relative of the Director, if Yes name of the director	Percentage of equity shares held by the employee in the Company#
1	Mr. Suresh Kumar Poddar	Chairman and Managing Director	153.91	On roll Employee	B.Sc.	47	28.07.2000	70	Own Business	Father of Mr. Manav Poddar and Father-in-law of Mr. Arun Kumar Bagaria	35.I8
2	Mr. Arun Kumar Bagaria	Executive Director	100.52	Onroll Employee	B.Com. (Hons) & MBA	20	01.08.2007	44	Own Business	Son-in-law of Mr. Suresh Kumar Poddar and brother-in-law of Mr. Manav Poddar	2.02
3	Mr. Manav Poddar1	Non Executive Director	76.84	Onroll Employee	B.Com. (Hons)	22	01.11.2002	42	Own Business	Son of Mr. Suresh Kumar Podda and brother -in -law of Mr. Arun Kumar Bagaria	17.28
4	Mr. Ramadas V Acharya	Sr. Vice President	195.38	On roll Employee	BE,MS,MBA	36	24.03.2011	70	Uniroyal Engineered Products Co.	-	-
5	Mr. B.S. Venkatesh	GM - Marketing	66.19	On roll Employee	B.Com. , PGDBA,MBA	30	02.09.2002	53	BHOR Industries Limited	-	-
6	Mr. Swapnil Vyas	GM-Operations	44.57	On roll Employee	DME,ISO/QS9000 MEP,MDP,20II	21	24.05.2012	4I	Bridgestone India Pvt. Limited	-	-
7	Mr. Guman Mal Jain	GM - Finance & Accounts	28.60	On roll Employee	B.Com. ,CA	17	12.01.2015	44	JBF Petro Chemicals Limited	-	-
8	Mr. Rajesh Gupta	GM - Corp. Import	28.25	On roll Employee	B.Com. ,DCWA	26	01.04.2006	53	Mayur Interlinks (India) Pvt. Ltd.	-	-
9	Mr. Ashok Kumar Dhull	DGM-Materials	23.28	On roll Employee	DME,BE,PDGMM	20	01.08.2013	4I	Action Construction Equipments Limited	-	-
10	Mr. Satish Uniyasl	GM - Textile	21.39	On roll Employee	B.Tech	23	26.06.2012	44	Dhruv Global Pvt. Ltd.	-	-

* Mr. Manav Poddar, Executive Director resigned from the directorship w.e.f. 1^s1 May, 2016. Further, he was appointed as an Additional Director w.e.f. 9^th June, 2016 and designated as Executive Director w.e.f. 22^nd June, 2016 and as Non Executive Director w.e.f. 3^rd February, 2017. He resigned from the directorship w.e.f. 16^th February, 2017.

# The percentage includes the shareholding held by the director himself and spouse.

The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IX to this report.

29. MANAGEMENT DISCUSSION AND ANALYSIS

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

30. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulated under the regulations. The corporate governance report and certificate from Statuary Auditors of the Company confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the regulations, form part of the Board’s Report.

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year, the Company has transferred the amount of unpaid dividend till the financial year 2009-10 (Interim Dividend) to the Investor Education and Protection Fund under the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

32. LISTING OF SHARES

Your Company’s shares are listed at BSE Limited and National Stock Exchange of India Limited and the listing fee for the year 2017-18 has been duly paid.

33. ACKNOWLEDGEMENT

Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to provide higher levels of consumer delight through continuous improvement in existing products and introduction of new products.

The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its suppliers, customers and others associates.

The directors also take this opportunity to thank all Investors, Clients, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board

Suresh Kumar Poddar

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

Dated: 29^th May 2017 DIN: 00022395

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Mar 31, 2015

Dear Members,

Mayur Uniquoters Limited

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

1. FINANCIAL PERFORMANCE

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

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

Total Income 51,225.78 47,136.15

Total Expenditure 40,535.10 37,962.84

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

Less: Interest 179.22 105.92

Less: Depreciation 1,186.02 701.69

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

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

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

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

Add: Deferred Tax Liability 210.28 -

Add: Depreciation Reversed 42.03 -

Profit Available For Appropriation 20,266.74 15,408.85

Less: APPROPRIATIONS:

Transferred to General Reserve 659.10 568.00

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

Corporate Tax on dividend 273.84 205.77

Balance carried to Balance Sheet 17,922.34 13,424.33

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

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

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

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

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

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

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

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

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

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

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

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

3. DIVIDEND

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

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

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

4. TRANSFERTO RESERVES

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

5. SHARE CAPITAL

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

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

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

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

6. NOS. OF MEETINGS OF THE BOARD OF DIRECTORS

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

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

- APPOINTMENT OR RE-APPOINTMENT

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

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

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

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

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

- DECLARATION BY INDEPENDENT DIRECTOR

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

- FORMAL ANNUAL EVALUATION

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

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

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

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

8. PARTICULARS OF EMPLOYEES

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

Notes:

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

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

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

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

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

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

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

9. STATUTORY AUDITOR

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

eligibility under the Act and that they are not disqualified.

- AUDITOR'S REPORT

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

10. SECRETARIAL AUDITOR

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

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

- SECRETARIAL AUDITOR'S REPORT

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

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

1 1. COST AUDITORS

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

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

- COST AUDITOR'S REPORT

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

12. AUDIT COMMITTEE

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

13. NOMINATION AND REMUNERATION COMMITTEE AND POLICY

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

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

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

- MANAGERIAL REMUNERATION

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

14. CODE OF CONDUCT

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

15. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

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

16. VIGIL MECHANISM

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

17. RISK MANAGEMENT POLICY

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

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

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

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

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

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

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

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

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

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

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

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

18. EXTRACT OF ANNUAL RETURN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

20. DEPOSITS

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

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

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

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

23. CORPORATE GOVERNANCE

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

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

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

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

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

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

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

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

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

(i) Reducing child mortality and improving maternal health;

(ii) Promotion of education;

(iii) Promoting gender equality and empowering women;

(iv) Eradicating extreme hunger and poverty;

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

(vi) Ensuring environmental sustainability;

(vii) Employment enhancing vocational skills;

(viii) Social business projects;

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

(x) Rural development projects.

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

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

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

27. HUMAN RESOURCES

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

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

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

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

28. ENVIRONMENT

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

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

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

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

29. HEALTH AND SAFETY

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

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

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

30. MANAGEMENT DISCUSSION AND ANALYSIS

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

31. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

33. LISTING OF SHARES

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

34. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

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

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Mar 31, 2014

Dear Members,

Mayur Uniquoters Limited

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

1. FINANCIAL PERFORMANCE (Rs in Lacs)

Particulars 2013-14 2012-13

Total Income 47136.15 38327.47

Total Expenditure 37962.84 31301.52

PROFIT BEFORE INTEREST, DEPRECIATION ANDTAX (PBIDT) 9173.31 7025.95

Less: Interest 105.92 91.05

Less: Depreciation 701.69 517.00

PROFIT BEFORE TAX (PBT) 8365.70 6417.90

Less: Provision of Taxation Including Deferred Tax 2685.99 2055.35

PROFIT AFTER TAX (PAT) 5679.71 4362.55

Add: Balance Brought Forward From Previous Year 9729.14 6907.50

Profit Available For Appropriation 15408.85 11270.05

APPROPRIATION:

Transferred To General Reserve 568.00 437.00

Equity Dividend (including Proposed Dividend) 1210.75 947.31

Corporate Tax On Dividend 205.77 156.60

Balance Carried To Balance Sheet 13424.33 9729.14

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

2. STATE OF COMPANY'S AFFAIRS

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

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

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

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

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

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

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

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

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

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

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

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

3. RESERVES

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

4. DIVIDEND

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

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

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

5. MATERIAL CHANGES AND COMMITMENTS

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

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

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

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

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

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

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

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

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

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

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

6. CAPITAL STRUCTURE

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

7. DIRECTORS

Retire by Rotation

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

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

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

8. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

9. LISTING OF SHARES

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

10. FIXED DEPOSITS

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

11. AUDITORS AND AUDITORS'REPORT

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

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

12. COST AUDIT

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

13. CORPORATE GOVERNANCE

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

14. PARTICULARS OF EMPLOYEES

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

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

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

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

16. EQUAL OPPORTUNITY TO ALL THE EMPLOYEES

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

17. SECRETARIAL COMPLIANCE REPORT

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

18. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

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

19. ENVIRONMENT

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

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

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

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

20. HEALTH AND SAFETY

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

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

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

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

21. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

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

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Mar 31, 2013

To, Dear Members of Mayur Uniquoters Limited

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

I. FINANCIAL PERFORMANCE (Rs in Lacs)

Particulars 2012-13 2011-12

Total Income 38327.47 31909.37

Total Expenditure 31301.52 26526.76

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

Less: Interest 91.05 77.06

Less: Depreciation 517.00 387.29

PROFIT BEFORETAX (PBT) 6417.90 4918.26

Less: Provision of Taxation Including Deferred Tax 2055.35 1581.20

PROFIT AFTERTAX (PAT) 4362.55 3337.06

Add: Balance Brought Forward From Previous Year 6907.50 4754.22

Profit Available For Appropriation 11270.05 8091.28

APPROPRIATION:

Transferred To General Reserve 437.00 333.71

Equity Dividend (including Proposed Dividend) 947.31 730.78

CorporateTax on Dividend 156.60 119.29

Balance Carried To Balance Sheet 9729.14 6907.50

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

2. STATE OF COMPANY''SAFFAIRS

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

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

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

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

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

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

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

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

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

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

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

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

3. RESERVES

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

4. DIVIDEND

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

5. MATERIAL CHANGES AND COMMITMENTS

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

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

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

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

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

(3) tanneries being tarnished for causing pollution.

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

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

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

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

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

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

6. CAPITAL STRUCTURE

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

7. DIRECTORS

Retire by Rotation

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

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

8. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

9. LISTING OF SHARES

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

10. FIXED DEPOSITS

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

11. AUDITORS AND AUDITORS'' REPORT

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

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

12. COST AUDIT

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

13. CORPORATE GOVERNANCE

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

14. PARTICULARS OF EMPLOYEES

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

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

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

16. EQUAL OPPORTUNITY TO ALL THE EMPLOYEES

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

17. SECRETARIAL COMPLIANCE REPORT

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

18. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

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

19. ENVIRONMENT

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

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

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

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

20. HEALTH AND SAFETY

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

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

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

21. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

sd/-

Date: 16th July, 2013 Suresh Kumar Poddar

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

---

Mar 31, 2012

To, The Members of Mayur Uniquoters Limited

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

I. FINANCIAL PERFORMANCE

(Rs in Lacs)

Particulars 2011-12 2010-11

Total Income 31,918.28 24,960.11

Total Expenditure 26,541.72 20,874.51

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

Less: Interest 71.01 68.56

Less: Depreciation 387.29 267.41

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

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

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

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

Profit Available For Appropriation 8,091.28 5,636.76

APPROPRIATION:

Transferred To General Reserve 333.71 251.00

Equity Dividend (including Proposed Dividend) 730.78 541.32

Corporate Tax On Dividend 119.29 90.22

Balance Carried To Balance Sheet 6,907.50 4,754.22

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

2. STATE OF COMPANY'SAFFAIRS

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

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

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

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

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

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

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

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

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

3. RESERVES

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

4. DIVIDEND

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

5. MATERIAL CHANGES AND COMMITMENTS

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

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

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

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

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

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

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

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

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

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

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

6. CAPITAL STRUCTURE

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

7. DIRECTORS

Appointment of Director:

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

Resignation of Director

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

Retire by Rotation

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

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

8. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

9. LISTING OF SHARES

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

10. FIXED DEPOSITS

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

11. AUDITORSANDAUDITORS' REPORT

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

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

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

12. CORPORATE GOVERNANCE

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

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

13. PARTICULARS OF EMPLOYEES

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

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

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

15. EQUAL OPPOURTUNITY TO ALL THE EMPLOYEES

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

16. SECRETARIAL COMPLIANCE REPORT

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

17. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

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

18. ENVIRONMENT

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

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

19. HEALTH AND SAFETY

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

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

20. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

S/d

Date: 22nd June, 2012 Suresh Kumar Poddar

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

---

Mar 31, 2011

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

1. FINANCIAL PERFORMANCE

(Rs in Lacs >

Particulars 2010-11 2009-10

Total Income 25,068.86 16,692.46

Total Expenditure 20,983.07 13,890.60

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

Less: Interest 68.56 59.77

Less: Depreciation 267.41 218.16

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

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

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

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

Excess Provision for the Earlier Year Written Back 0.21 3.88

Profit Available For Appropriation 5,636.76 3,596.03

APPROPRIATION:

Transferred To General Reserve 251.00 170.00

Equity Dividend (including Proposed Dividend) 541.32 270.66

Corporate Tax On Dividend 90.22 46.00

Balance Carried To Balance Sheet 4,754.22 3,109.37

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

2. STATE OF COMPANYS AFFAIRS

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

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

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

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

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

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

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

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

3. RESERVES

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

4. DIVIDEND

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

5. MATERIAL CHANGES AND COMMITMENTS

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

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

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

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

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

6. CAPITAL STRUCTURE

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

7. DIRECTORS

Appointment of Director

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

Resignation of Director

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

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

Retirement by Rotation

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

8. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

9. LISTING OF SHARES

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

10. FIXED DEPOSITS

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

11. AUDITORS AND AUDITORSREPORT

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

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

12. CORPORATE GOVERNANCE

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

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

13. PARTICULARS OF EMPLOYEES

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

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

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

15. EQUAL OPPOURTUNITY TO ALL THE EMPLOYEES

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

16. SECRETARIAL COMPLIANCE REPORT

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

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

17. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

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

18. ENVIRONMENT

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

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

19. HEALTH AND SAFETY

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

20. ACKNOWLEDGEMENT

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

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

21. CAUTIONARY STATEMENT

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

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

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

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Mar 31, 2010

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

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

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

2. STATE OF COMPANYS AFFAIRS

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

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

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

3. RESERVES

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

4. DIVIDEND

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

5. MATERIAL CHANCES AND COMMITMENTS

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

6. CAPITAL STRUCTURE

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

7. DIRECTORS Retire by Rotation

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

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

Resignation of Director

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

Appointment of Additional Director

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

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

Re-Appointment of Whole Time Directors.

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

Revision in Remuneration

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

8. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

9. LISTING OF THE SHARES

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

10. FIXED DEPOSITS

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

11. AUDITORS AND AUDITORS REPORT

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

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

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

12. CORPORATE GOVERNANCE

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

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

13. PARTICULARS OF EMPLOYEES

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

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

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

15. SECRETARIAL COMPLIANCE REPORT

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

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

16. CODE FOR PREVENT/ON OF INSIDER TRADING PRACTICES

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

17. ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY

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

18. ACKNOWLEDGEMENT

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

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