As on: May 05, 2024 11:18 PM
Dear Members,
Your Directors have pleasure in presenting the Thirty Seventh Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended March 31, 2022.
FINANCIAL PERFORMANCE
The Company's financial performance for the year ended March 31, 2022 is summarized below:
(Rs. In Lakhs )
Standalone (F.Y)
Consolidated (F.Y)
OPERATIONS AND STATE OF AFFAIRS
The Company recorded revenue of Rs. 926.79 Lakh from operations during the financial year under review as against Rs. 823.47 Lakh in the previous financial year.. The loss before finance cost, depreciation, exceptional items and tax during the year under review was Rs. 16.08 Lakh as against loss of Rs. 120.12 Lakh during the previous year. The other income of the Company was of Rs. 42.76 Lakh for the year 2021-22 as against Rs. 57.19 Lakh recorded during the year 2020-21. The loss (after tax) of the Company for the year under review was Rs. 67.21 Lakh as against Rs. 183.88 Lakh recorded during the previous financial year.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.
NATURE OF BUSINESS
There is no change in the nature of business during the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act') and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Act read with Companies (Accounts) Rules, 2014.
In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the financial statements of the subsidiary Company is available on our website i.e. www.mayurleather.com. Any Member desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary at cs@mayurleather.com.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve for the year ended March 31, 2022.
DIVIDEND
The Board of Directors do not recommend any dividend for the financial year ended March 31, 2022 in view of the loss incurred by the Company during the year.
UNCLAIMED DIVIDEND
Pursuant to the Section 124 (5) of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), During the year under review, the Company has credited Rs. 1,10,136 for unpaid or unclaimed dividend amounting of the year 2012-13 (Interim Dividend) and Rs. 1,08,157/- for unpaid or unclaimed dividend amounting of the year 2012-13 (Final Dividend) to the Investor Education and Protection Fund (IEPF) established by the Government of India.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 5,80,00,000/- (Rupees Five Crore Eighty Lakh only) divided into 58,00,000 Equity shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 4,83,48,000/- (Rupees Four Crore Eighty Three Lakh Forty Eight Thousand only) divided into 48,34,800 equity shares of Rs. 10/- each. During the year under review, there was no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.
DEPOSITS
The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under, during the year under review.
PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES
The particulars of loans/advances, investments, guarantees made and securities provided during the year as required under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the notes to the financial statements.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2022, the Company has only one subsidiary i.e. Mayur Global Private Limited. The Company does not have any joint venture or associate Company during the year under review.
The statement containing salient features of the financial statements and highlights of the performance of its Subsidiary Company and their contribution to the overall performance of the Company during the period, is annexed as Annexure-I in form AOC-1 and forms part of this Report. The Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.mayurleather.com. Further, the audited financial statements together with related information of the subsidiary Company have also been placed on the website of the Company at www.mayurleather.com.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Ashwarya Poddar (DIN:08683052), Director of the Company retires by rotation at the 37th Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
During the financial year 2021-22, no changes occurred in the constitution of the Board of Directors.
The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity. All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs at Manesar ('IICA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
None of the Directors of your Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Brief resume and other details of the Director(s) being re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, is separately disclosed in the Notice of the ensuing AGM.
The resolutions seeking approval of members for re-appointment of Directors of the Company forms part of the notice convening 37th Annual General Meeting. The Board recommends their re-appointments in the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Mr. Rajendra Kumar Poddar, Chief Executive Officer & Director, Mr. Akhilesh Poddar, Chief Financial Officer and Ms. Anisha Jain (appointed with effect from 05th May, 2022), Company Secretary and Compliance Officer, are the Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. Rajendra Kumar Poddar, CEO & Director of the Company is also receiving remuneration from Mayur Global Private Limited i.e. Subsidiary Company.
Mr. Anil Sharma, Company Secretary and Compliance Officer of the Company has resigned with effect from November 13, 2021. There was no other change in the key managerial personnel of the Company except appointment/resignation of Company Secretary.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming that:
? They have complied with Code of Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
? They meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations; ?
? In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs.
? In terms of Regulation 25(8) of the SEBI Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
In terms of Regulation 25(9) of the SEBI Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI Listing Regulations by the Independent Directors of the Company.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors of the Company has carried out an annual evaluation of its own performance, committees of the Board and individual directors. The performance evaluation of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees of the Board was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board of Directors and the Nomination and Remuneration Committee evaluated the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The above criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairperson of the Company was evaluated, taking into account the views of CEO & director and non executive directors. The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties, were also evaluated in the said meeting.
Performance evaluation of independent directors was done by the Board members, excluding the independent director who was being evaluated.
NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Nomination and Remuneration Policy which lays down a framework in relation to criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management of the Company along with their remuneration. The Nomination and Remuneration Policy of the Company is annexed as Annexure-II and is also available at Company's website and may be accessed at https://mayurleather.com/investorzonedata/ANNUAL%20REPORTS/POLICES/NRC.pdf.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Nomination and
Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors. The key features of which are as follows:
Qualifications - The Board nomination process encourages diversity of experience, thought, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills, and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended from time to time.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2022, 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 loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the annual accounts of the company have been prepared on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BOARD MEETINGS
The Board of Directors of your Company met six times during the year to deliberate on various matters. The meetings were held on June 30, 2021, July 03, 2021, August 13, 2021, November 13, 2021, February 14, 2022 and March 19, 2022. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE
The Audit Committee comprises of Mr. Manoj Sharma, Mr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar as on March 31, 2022
. Mr. Manoj Sharma, Non Executive Independent Director is the Chairman of the Committee. Mr. Madhusudan Prasad Kejriwal, Non Executive Independent Director and Mrs. Amita Poddar, Non Executive Non Independent Director, are the members of the Committee.
During the year, the Audit Committee met five times viz. on June 30, 2021, July 03, 2021, August 13, 2021, November 13, 2021, February 14, 2022. Mr. Manoj Sharma, Mr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar attended all Committee meetings held during the year.
During the year under review, the recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Mr. Manoj Sharma, Mr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar as on March 31, 2022. Mr. Manoj Sharma, Non Executive Independent Director is the Chairman of the Committee. Mr. Madhusudan Prasad Kejriwal, Non Executive Independent Director and Mrs. Amita Poddar, Non Executive Non Independent Director, are the members of the Committee.
During the year, the Nomination and Remuneration Committee met one time viz. on September 1, 2021. Mr. Manoj Sharma, Mr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar attended the meeting held during the year.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises of Mr. Manoj Sharma, Mr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar as on March 31, 2022. Mr. Manoj Sharma, Non Executive Independent Director is the Chairman of the Committee. Mr. Madhusudan Prasad Kejriwal, Non Executive Independent Director and Mrs. Amita Poddar, Non Executive Non Independent Director, are the members of the Committee.
During the year, the Stakeholders Relationship Committee met one time viz. on August 13, 2021. Mr. Manoj Sharma, Mr. Madhusudan Prasad Kejriwal and Mrs. Amita Poddar attended the meeting held during the year.
CORPORATE SOCIAL RESPONSIBITY COMMITTEE
The provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company. Hence, the Company has not constituted the Corporate Social Responsibility Committee.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
M/s. H.C. Garg & Co., Chartered Accountants (Firm Registration No.000152C) were appointed as the Statutory Auditors at the 32nd Annual General Meeting of the Company for a period of five consecutive years commencing from the conclusion of 32nd Annual General Meeting until the conclusion of 37th Annual General Meeting of the Company. M/s. H.C. Garg & Co., Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).
The Comments on the qualifications in the Auditors' Report on the financial statements of the Company for financial year 2021-22 are provided in the "Statement on Impact of Audit Qualifications" and set out in the Board's Report as an addendum thereto. However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.
SECRETARIAL AUDITORS
The Board of Directors has appointed Deepak Arora & Associates (Firm Registration No P2017RJ063900), Practicing Company Secretaries, Jaipur as Secretarial Auditor, to carry out the Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed as Annexure-III to this report.
The report contains the following observations:
1. Hundred percent Shareholding of promoter(s) and promoter group is not in dematerialized form as required under Regulation 31 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
2. Further during the financial year Company has not transferred its shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, to IEPF account as per the provision of section 124 (6) of Companies Act, 2013.
3. During the financial year 2021-2022 Mr. Anil Kumar Sharma has resigned from the post of Company
Secretary cum compliance officer on 13.11.2021 and another company secretary was appointed on 05.05.2022. During the above period there was no person in the company who hold the position of Company secretary and company has not appointed any compliance officer during the above period as per the Provisions of Companies Act and as per the regulation of SEBI (LODR) Regulations, 2015.
4. During the period under review the Quarterly Results (PDF) for the Quarter and Year Ended as on 31.03.2021 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been submitted to BSE with a delay of 4 (four) days, for which notice of penalty was received and the same has been deposited by the company.
5. During the financial year 2021-2022 Shareholding Pattern under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for quarter ended 3103.2021, has been submitted to BSE with a delay 21 (twenty one) days for which notice of penalty was received and the same has been deposited by the company and after the closure of the financial year 2021-2022 Shareholding Pattern for quarter ended 31.03.2022 has been submitted to BSE with a delay of 8 (eight) days for which notice of penalty was received and the same has been deposited by the company.
6. During the financial year 2021-2022 Reconciliation of Share Capital Audit Report (PDF as well as XBRL) under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 for quarter ended 3103.2021 has been submitted to BSE with a delay 12 (twelfth) days for which notice of penalty was received and the same has been deposited by the company and after the closure of the financial year 2021-2022 Reconciliation of Share Capital Audit Report (XBRL) for quarter ended 31.03.2022 has been submitted to BSE with a delay of 2 (two) days for which no notice of penalty was received by the company.
7. During the financial year 2021-2022 the Compliances-Certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 31.12.2021 has been submitted with a delay of 11 (eleven) days. and after the closure of the financial year 2021-2022 the same certificate for quarter ended 31.03.2022 has been submitted to BSE with a delay of 5 (five) days for which no notice of penalty was received by the company.
8. During the financial year 2021-2022 the Company has submitted Initial Disclosure by fund raising by issuance of Debt Securities by Large Entities with a delay of 88 (Eighty eight) days for year ended 31.03.2022 as per SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018.
9. During the financial year 2021-2022 the Company has submitted Certificate pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the half year ended 31.03.2021 with a delay of 11 (eleven) days.
10. During the financial year 2021-2022 the Company has submitted Compliance Certificate under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the half year ended March 31, 2021 with a delay of 11 (eleven) days.
11. After the closure of the financial year 2021-2022 the Standalone Quarterly Results (XBRL) for the Quarter
Ended and Year Ended as on 31.03.2022 has been submitted to BSE with a delay of 14 (fourteen) days due to technical glitch, for which explanation was given by the company to BSE and no notice of penalty was received by the company.
12. After the closure of the financial year 2021-2022 Investor Grievance Redressal Mechanism, under Regulation
13 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for quarter ended 31.03.2022, has been submitted to BSE with a delay of 9 (nine) days for which notice of penalty was received and the same has been deposited by the company .
13. Company has its Website but it is not maintained as per the requirement of the Act and SEBI Guidelines.
14. Annual Listing fees for the Year ended 2022 has not paid by the company.
15. During the financial year the company has taken unsecured loans which are in contravention of provisions of section 73 to 76 of the Companies Act, 2013 and rules made there under.
With regard to the observations made by the auditors, the Board is of the view that the Company is regularly following up with the promoters of the Company and insists the promoters to dematerialize their shares. With regard to transfer of shares to IEPF Account, the Company is taking effective steps to complete the corporate action as it was delayed due to Covid-19 Pandemic. Regarding delay in appointment of Company Secretary, the company was continuously in process to recruit and appoint the Company Secretary cum Compliance Officer. The un-audited financial results of the Company for the quarter ended on 31st March 2022, were delayed by 21 days due to non-finalization of financial results. However, the Company is taking effective steps to declare the financial results within the prescribed time as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Regarding delay in filing of shareholding pattern for the quarter ended 31.03.2022 and, reconciliation of share capital audit report for the quarter ended 31.03.2021, the delay was due to delay in receipt of data due to technical issues and was unintentional, it will be taken care to submit the same on time in future. Regarding the Compliance Certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 31.03.2021 was delayed by 11 days, the delay was due to technical issues and unintentional it will be taken care to submit the same on time in future. With regard to delay of 88 days in filing of Initial Disclosure by fund raising by issuance of Debt Securities by Large Entities, the delay was unintentional and the company will take care to submit the same on time in future. Regarding 11 days delay in filing of Certificate pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the half year ended 31.03.2021, the delay was due to delay in receipt of data due to technical issues and was unintentional, it will be taken care to submit the same on time in future. Regarding 11 days delay in filing of Certificate pursuant to Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the half year ended 31.03.2021, the delay was due to delay in receipt of data due to technical issues and was unintentional, it will be taken care to submit the same on time in future. Regarding Investor Grievance Redressal Mechanism, under Regulation 13 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for quarter ended 31.03.2022, has been submitted to BSE with a delay of 9 (nine) days, the delay was unintentional and the company will take care to submit the same on time in future. Regarding non maintenance as per the requirement of the Act and SEBI Guidelines, the company is working on improving its website and therefore facing issues in timely updates as per SEBI Guidelines. Regarding non payment of Annual Listing fees for the year ended 2022, the board has noted the same and continuously making efforts to resolve the same. Regarding contravention of section 73 to 76 of the Companies Act, 2013, the board has noted the same and continuously making efforts to resolve the same.
INTERNAL AUDITORS
In accordance with the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors of the Company has appointed M/s. Verma Prashant & Associates, Chartered Accountants, Jaipur as an Internal Auditors of the Company to conduct the internal audit for the financial year 2022-23. The internal audit reports are reviewed by the Audit Committee on quarterly basis.
COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year ended March 31, 2022.
ANNUAL RETURN
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 the Annual Return is available on the website of the Company and may be accessed at https://mayurleather.com/investorzone.html.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-IV to this report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Board's Report as an addendum thereto. However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-V and forms part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business, on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus approval was obtained from the Audit Committee of the Board for the related party transactions which are of repetitive nature and/or which can be foreseen. All related party transactions were placed before the Audit Committee for review and approval.
During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy on related party transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the Company's website and may be accessed at https://mayurleather.com/investorzonedata/ANNUAL%20REPORTS/POLICES/RPT.pdf. Your directors draw attention of the members to Note 39 to the standalone financial statements which set out related party disclosures in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate with the size and nature of its business. The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee. Based on the report of the internal auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. During the year, no reportable material weakness in the design or operation of internal control system and their adequacy was observed.
RISK MANAGEMENT
Your Company believes that managing risks helps in maximizing returns. The Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Company has a risk management framework in place for identification, evaluating and management of risks. In line with your Company's commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The Audit Committee periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Further, the risks associated to the Company's business are provided in the Management Discussion and Analysis Report.
PREVENTION OF INSIDER TRADING
In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 (‘SEBI PIT Regulations'), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Company's shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the Trading Window to deal in the Company's shares is closed.
CODE OF CONDUCT
The Board of Directors of the Company has adopted code of conduct for all Board Members and Senior Management Personnel of the Company and the said code of conduct is placed on the website of the Company at www.mayurleather.com. All the Board Members and Senior Management Personnel have affirmed compliance with the applicable Code of Conduct for the financial year 2021-22. A declaration to this effect, signed by the CEO & Director of the Company is annexed herewith as Annexure-VI and forms part of this Report.
HUMAN RESOURCE
Human Resource is the most important element of the Company. Our Core Values are discipline, trust, integrity and work style. Core Values are established to align all the people in the organization in the direction of achieving stated goals all throughout the Company. The Company is taking sufficient steps for employee engagement and motivation. Your Company focuses on recruiting and retaining the best talent in the industry. Moreover, the Company provides them proper induction, training and knowledge up-gradation for the individual as well as organizational growth. The Company continues to maintain its record of cordial and harmonious industrial relations without any interruption in work.
DELISTING OF EQUITY SHARES
The members of the Company by passing a special resolution at their Annual General Meeting held on July 10, 2004, have permitted the Company to delist its shares from the regional stock exchanges i.e. Jaipur Stock Exchange
Limited ("JSEL"), Delhi Stock Exchange Limited ("DSEL), Calcutta Stock Exchange Association Limited ("CSEAL") and Ahmedabad Stock Exchange Limited ("ASEL").
As on date, out of the above stated four stock exchanges, the equity shares of the Company have been delisted from the JSEL, DSEL and ASEL. Delisting application of the Company is still pending with the Calcutta Stock Exchange Association Ltd. since December 2004. In spite of several reminders, the Company did not get any response from the exchange in the matter of delisting status.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
A Company Secretary in Practice carries out a Reconciliation of Share Capital Audit on a quarterly basis as per Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 read with SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, to reconcile the total admitted capital with depositories viz National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(hereinafter referred to as the "IEPF Rules"), all unclaimed or unpaid dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to the IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. Members may note that the dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Rules. Information on the procedure to be followed for claiming the dividend/shares is available on the website of the Company at www.mayurleather.com.
CORPORATE GOVERNANCE REPORT
In accordance with the provisions of regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the applicable SEBI Regulations, to provide a formal mechanism to the Directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct or ethics. The Whistle Blower Policy provides adequate safeguards against victimization of Directors, employees and stakeholders who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. During the year, no personnel of the Company was denied access to the Chairman of the Audit Committee. The Vigil Mechanism /Whistle Blower Policy is available on website of the Company and may be accessed at https://mayurleather.com/investorzonedata/ANNUAL%20REPORTS /POLICES/Whistle.pdf.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. The aim of the policy is to provide the protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. No complaint was pending at the beginning of the year and none was received during the year.
CAUTION STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.
3. The Company has not made any application under the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the valued contribution, co-operation and support extended to the Company by the Shareholders, Banks, Central Government, State Governments and other Government Authorities and look forward to their continued support. Your Directors also wish to express their deep appreciation for the dedicated and sincere services rendered by employees of the Company.
For and on behalf of the Board of Directors