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Mayur Uniquoters Ltd.

BSE: 522249 | NSE: MAYURUNIQ |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE040D01038 | SECTOR: Plastics

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Annual Report

For Year :
2018 2017 2016 2015 2013 2012 2011 2010 2008

Director’s Report

To,

The Members of Mayur Uniquoters Limited

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

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended 31st 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 25th 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 30th 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 27th 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 31st 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 31st 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. 23rd 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 24th AGM of the Company for a term of 5 years w.e.f. 28th 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. 17th April, 2018.

(ii) Mr. Rahul Joshi was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 18th 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 5th 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 24th Annual General Meeting (AGM) of the Company held on 27th July, 2017 for a period of five years, subject to the ratification at every AGM held after 24th 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 31st 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 31st 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 25th AGM of the Company.

(d) Internal Auditor

Mr. Ashish Jain, Internal Auditor of the Company has resigned w.e.f. 17th 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. 18th November, 2017 to conduct Internal Audit from 1st 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 9th 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 31st 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 31st 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 31st 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 31st March, 2018 and of the profit of the Company for the year ended 31st 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

Director’s Report