Mayur Leather Products Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Thirty Nineth (39^th) Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

The Companys financial performance for the year ended March 31, 2024 is summarized below:

(Rs. In Lakhs)

	Standalone (F.Y)		Consolidated (F.Y)
Particulars	Current year	Previous Year	Current year	Previous Year
Total Income	53.37	674.53	53.34	684.38
Total Expense	118.42	912.25	115.55	919.69
Profit/loss before Tax	-59.13	-298.22	-87.08	-349.32
Less: Tax	-		-	-
Expense Current tax	-		0.11	-0.07
Deferred tax
Short/(excess) provision reversal	-		-	-0.39
Earlier Year	-		-	-
Tax MAT Credit	-		-	-
Profit /loss for the year	-59.13	-298.21	-87.18	-348.86

OPERATIONS AND STATE OF AFFAIRS

Standalone

At Standalone level, the total income decreased to INR 53.37 Lakh as against INR 674.53 Lakh in the previous year. The Net Loss before Tax amounted to INR 59.13 Lakh as against INR 298.22 Lakh in the previous year. The Net Loss after tax amounted to INR 59.13 Lakh against INR 298.21 Lakh reported in the previous year.

Consolidated

At Standalone level, the total income decreased to INR 53.34 Lakh as against INR 684.38Lakh in the previous year. The Net Loss before Tax amounted to INR 87.08 Lakh as against profit of INR 349.32 Lakh in the previous year. The Net Loss after tax amounted to INR 87.18 Lakh against profit of INR 348.86 Lakh reported in the previous year.

MATERIAL CHANGES & COMMITMENTS

The Board of Directors of the Company, with the approval of shareholders obtained at the 37th Annual General Meeting held on February 22, 2023, resolved to initiate the Corporate Insolvency Resolution Process (CIRP) under Section 10 of the Insolvency and Bankruptcy Code, 2016. Subsequently, the Companys account was classified as a Non- Performing Asset (NPA) by Canara Bank, which issued notices under the provisions of the SARFAESI Act,

2002. These actions culminated in the auction of the Companys properties in accordance with statutory procedures.

Furthermore, the Bombay Stock Exchange (BSE) suspended the trading of the Companys securities on June 12, 2023, citing non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations. A show-cause notice for compulsory delisting was issued on March 18, 2024, followed by a public notice on May 4, 2024, intimating the proposed delisting. The Company subsequently sought a hearing with the BSE Delisting Committee on June 24, 2024, requesting the revocation of the suspension and a reconsideration of the delisting decision, while committing to address all instances of non-compliance. The BSE has granted the Company permission to complete all necessary compliances by December 22, 2024, as a prerequisite to revoking the suspension of trading in the Companys securities.

In response to these challenges, the Board has engaged strategic planners to formulate a comprehensive revival strategy. This plan focuses on withdrawing the CIRP application, repaying outstanding debts to creditors, and achieving full compliance with regulatory requirements under the Companies Act, 2013, and BSE listing obligations. The proposed measures aim to address past discrepancies, ensure adherence to applicable laws, and position the Company for sustainable financial and operational recovery.

NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24 and the Company continues to carry on its existing business.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act) and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Act read with Companies (Accounts) Rules, 2014. In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the financial statements of the subsidiary Company is available on our website i.e. www.mayurgroup.com. Any Member desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary at daamayurleather@gmail.com.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the year ended March 31, 2024.

DIVIDEND

The purpose of the Dividend Distribution Policy is to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes. Your Company has a Dividend Distribution Policy that balances the dual objectives of rewarding shareholders through dividends, while also ensuring availability of sufficient funds for growth of the Company. Due to the financial losses sustained by the Company during the financial year ending March 31, 2024, the Board of Directors has decided not to declare any dividends for this period.

SHARE CAPITAL

The Current Capital Structure of the Company is given below:

Authorized Capital:

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

Issued, Subscribed & Paid-up Capital:

There was no change in the issued, subscribed and paid-up Capital of the Company during the year under review. The issued, capital of the company as on March 31, 2023 stood at Rs. 5,31,35,000/- (Rupees Five Crore Thirty One Lakh Thirty Five Thousand only) consisting of 53,13,500 Equity Shares of the face value of Rs. 10/- each. The subscribed and paid-up Capital of the Company as on March 31, 2023 stood at Rs. 4,83,48,000/- (Rupees Four Crore Eighty Three Lakh Forty Eight Thousand only) consisting of 48,34,800 Equity Shares of the face value of Rs. 10/- each.

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

In compliance with Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund. During the year under review, the Company was required to credit Rs. 75,048/- for unpaid or unclaimed dividend amounting of the year 2015-16 (Interim Dividend) and Rs. 55,761/- for unpaid or unclaimed dividend amounting of the year 2015-16 (Final Dividend) to the Investor Education and Protection Fund (IEPF) established by the Government of India, Which was not transferred by the company in the IEPF account. Further, according to the IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. Members may note that the dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Rules. Information on the procedure to be followed for claiming the dividend/shares is available on the website of the Company at www.mayurgroups.com.

DEPOSITS AND DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014 During the financial year 2023-24, The Company has not taken any unsecured loan from the relative of the director.

PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES

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

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

As on March 31, 2024, the Company has only one subsidiary i.e. Mayur Global Private Limited. The Company does not have any joint venture or associate Company during the year under review. The Company does not have any holding company as on March 31, 2024. The statement containing salient features of the financial statements and highlights of the performance of its Subsidiary Company and their contribution to the overall performance of the Company during the period, is annexed as Annexure-I in form AOC-1 and forms part of this Report. The Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.mayurleather.com. Further, the audited financial statements together with related information of the subsidiary Company have also been placed on the website of the Company at www.mayurgroups.com.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the

Board of Directors of the Company has carried out an annual evaluation of its own performance, committees of the Board and individual directors. The performance evaluation of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees of the Board was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board of Directors and the Nomination and Remuneration Committee evaluated the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The above criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairperson of the Company was evaluated, taking into account the views of CEO & director and non-executive directors. The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties, were also evaluated in the said meeting. Performance evaluation of independent directors was done by the Board members, excluding the independent director who was being evaluated.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, the Board of Directors of the Company was not duly constituted the optimum balance of Executive Directors, Non-Executive Directors, and Independent Directors was not maintained due to the vacancy in the position of one Independent Director. All the Directors show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Non-Executive Chairperson. Chairperson takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates. The Composition of board of the company as on March 31, 2024 was as follows:-

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

RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of Association of the Company, Mr. Rajendra Kumar Poddar (DIN: 00143571), Non Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board has recommended her re-appointment at the ensuing Annual General Meeting. A brief resume of the director being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company. Ms. Amita Poddar (DIN: 00143486) was liable to retire by rotation in previous Annual General Meeting held on September 21, 2024. Subsequently, the members of the Company approved the re-appointment of Ms. Amita Poddar .

APPOINTMENTS, RE-APPOINTMENTS AND RESIGNATIONS:

During the year under review, Following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:- Ms. Ashwarya Poddar has ceased from the post of Directorship as a Non-Executive Non Independent of the Company with effect from 19th July, 2023;

Further, After the closure of financial year till the date of this report, As part of the action plan devised to revive the company and rectify past discrepancies, the Company has made the following changes in the composition of the Board and Key Managerial Personnel based on the recommendations of the Nomination and Remuneration Committee (NRC):- Appointment of Mr. Sharad Vyas (DIN: 09088517), as an additional independent director of the company with effect from July 20, 2024, subject to the approval of the members of the Company in the 38^th Annual General Meeting; Appointment of Ms. Jyoti Soni (DIN: 10710046), as an additional independent director of the company with effect from August 01, 2024, subject to the approval of the members of the Company in the 38^th Annual General Meeting; Appointment of Ms. Vaishali Goyal (M. No. 65842), as the Whole-time Company Secretary and Compliance Officer of the Company with effect from July 20, 2024; Mr. Madhusudan Prasad Kejariwal (DIN: 06547411) has ceased from the post of Non- Executive Independent Director of the company due to completion of two consecutive terms of 5 years from with effect from 31^st March, 2024 and was later redesignated as the Non-executive director of the company with effect from April 1, 2024;

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

Appointment of Mr. Sharad Vyas (DIN: 09088517), as the independent director of the company for his first term of 5 (five) consecutive years effective from July 20, 2024 till July 19, 2029. Appointment of Ms. Jyoti Soni (DIN: 10710046), as the independent director of the company for his first term of 5 (five) consecutive years effective from August 01, 2024 till July 31, 2029. The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 the Listing Regulations. Our Board is a balanced Board, comprising of optimum combination of Executive and Non-Executive Directors with at least

1 (One) Woman Independent Director and not less than 50% of the Board of Directors comprise of Independent Directors. The appointment of new Directors is recommended by the Nomination and Remuneration

Committee (‘NRC) on the basis of requisite skills, proficiency, experience and competencies as identified and finalized by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc. At Present, Mayurs Board consists of 4 (Four) Directors including 1(One) Executive Directors, and 2 (two) Women Director, 3 (Three) Non-Executive Director out of which 2 (Two) Independent Directors (including one Independent Woman Director). The present Composition of the board and KMPs is as follows:-

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received individual declarations from every Independent Director under Section 149(6) of the Act and regulation 16(1)(b) the Listing Regulations confirming that that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing Regulations.

BOARD MEETINGS

During the Financial Year 2023-24, the Company held Eight (8) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. Frequency and quorum at these meeting and the intervening gap between any two meetings were in conformity with the provisions of the Companies Act and Secretarial Standard-1 issued by The Institute of Company Secretaries of India and the SEBI Listing Regulations.

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	06.05.2023	3	3
2.	13.06.2023	3	3
3.	19.07.2023	3	3
4.	28.10.2023	3	3
5.	30.10.2023	3	3
6.	31.10.2023	3	3
7.	15.01.2024	3	3
8.	25.03.2024	3	3

RESOLUTION BY CIRCULATION

During the year, The Company has not passed any resolutions by circulation.

COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas or activities as mandated by applicable regulations which need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board, as part of good governance practices. The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meeting of all Committees are placed before the Board for review and noting. The Board Committees can request special invitees to join the meeting, as appropriate. The companys committees have not been in compliance with SEBI regulations and Companies Act, 2013 due to changes in the boards composition. Since 2022, the company has been non-operational and entered the Corporate Insolvency Resolution Process (CIRP). Consequently, no reconstitution of committees was carried out during this period. However, as part of the revival action plan, and after establishing a properly constituted board of directors, the board has now reconstituted all committees in accordance with SEBI regulations and Companies Act, 2013.

The Board has constituted the following Committees: - 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee.

AUDIT COMMITTEE

The Committee is governed by the regulatory requirements mandated by the section 177 of the Act. Following the resignation of Mr. Manoj Sharma in April 2022, the Company had only one Independent Director on its Board during the financial year 2023-24. The decision not to appoint a new Independent Director was due to the Companys non-operational status. As of March 31, 2024, the Audit Committee consisted of two members: Mr. Madhusudan Prasad Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs. Amita Poddar, Non-Executive Director. All members of the Committee, including the Chairperson, are financially literate and possess accounting and financial management expertise. The meetings of Audit Committee are also attended by the Key Managerial Personnel (KMP), Statutory Auditors, Secretarial Auditor and Internal Auditor as Invitees. During the year under review Two (2) meetings of Audit Committee were held. The gap between two meetings did not exceed one hundred and twenty days. The composition of the Audit Committee and the attendance of members at the meetings of the Audit Committee held during the financial year 2023-24 are as follows:

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

 

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	29.05.2023	2	2
2.	12.08.2023	2	2

During the year under review, the recommendations made by the Audit Committee were accepted by the Board. Further, the Audit Committee was re-constituted on 02.08.2024, Ms. Jyoti Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent Director of the company was elected as the member of the Audit Committee with effect from 02.08.2024 and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of Non-Executive Director of the Company with effect from 16.08.2024. This reconstitution was undertaken to ensure that the Committee to function effectively and in compliance with all relevant statutory and regulatory requirements. Following this reconstitution, the composition of the Audit Committee is now fully aligned with the requirements of Section 177 of the Act, which mandates a balanced and proficient team to oversee the companys financial reporting processes, audit functions, and internal controls. Presently, The Composition of the Audit Committee of the company is as follows:

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

NOMINATION AND REMUNERATION COMMITTEE

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

The Nomination and Remuneration Committee ("NRC" or "the Committee") is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning, appointment, remuneration for both internal and external appointments. Following the resignation of Mr. Manoj Sharma in April 2022, the Company had only one Independent Director on its Board during the financial year 2023-24. The decision not to appoint a new Independent Director was due to the Companys non-operational status. As of March 31, 2024, the NRC consisted of two members: Mr. Madhusudan Prasad Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs. Amita Poddar, Non-Executive Director. During the year under review Six (6) meetings of NRC Committee were held. The gap between two meetings did not exceed one hundred and twenty days. The composition of the Committee and the attendance of members at the meetings of the Committee held during the financial year 2023-24 are as follows:

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

 

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	05.05.2023	2	2
2.	13.08.2023	2	2
3.	28.10.2023	2	2
4.	30.10.2023	2	2
5.	31.10.2023	2	2
6.	31.01.2024	2	2

During the year under review, the recommendations made by the Committee were accepted by the Board. Further, the Nomination and Remuneration Committee was re-constituted on 02.08.2024, Ms. Jyoti Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent Director of the company was elected as the member of the Audit Committee with effect from 02.08.2024 and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of Non-Executive Director of the Company with effect from 16.08.2024. This reconstitution is a critical step in our ongoing efforts towards the revival of the company. This reconstitution was undertaken to ensure that the Committee to function effectively and in compliance with all relevant statutory and regulatory requirements. Following this reconstitution, the composition of the Committee is now fully aligned with the requirements of Section 178 of the Act, This alignment ensures that the Committee is well-equipped to address key issues related to board appointments and executive compensation, thereby supporting the companys objectives and fostering a culture of accountability and transparency. Presently, The Composition of the Nomination And Remuneration Committee of the company is as follows:

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

Performance Evaluation Criteria for Independent Directors:

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

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

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

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

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

Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

The role of Stakeholders Relationship Committee ("SRC" or "the Committee") primarily includes overseeing redressal of shareholder and investor grievances, ensuring expeditious share transfer process and evaluating performance and service standards of the Registrar and Share Transfer Agent of the Company. Following the resignation of Mr. Manoj Sharma in April 2022, the Company had only one Independent Director on its Board during the financial year 2023-24. The decision not to appoint a new Independent Director was due to the Companys non-operational status. As of March 31, 2024, the SRC consisted of two members: Mr. Madhusudan Prasad Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs. Amita Poddar, Non-Executive Director. During the year under review one (1) meetings of the Committee was held. The gap between two meetings did not exceed one hundred and twenty days. The composition of the Committee and the attendance of members at the meetings of the SRC Committee held during the financial year 2023-24 are as follows:

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

 

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	02.05.2023	2	2

Further, the Stakeholder Relationship Committee was re-constituted on 02.08.2024, Ms. Jyoti Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent Director of the company was elected as the member of the Audit Committee with effect from 02.08.2024 and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of Non-Executive Director of the Company with effect from 16.08.2024. This reconstitution is a critical step in our ongoing efforts towards the revival of the company. This reconstitution was undertaken to ensure that the Committee to function effectively and in compliance with all relevant statutory and regulatory requirements. Following this reconstitution, the composition of the Committee is now fully aligned with the requirements of Section 178 of the Act, This compliance ensures that the Committee is well-positioned to address key issues related to stakeholder relations, including grievance redressal, investor relations, and overall stakeholder satisfaction. Presently, The Composition of the Stake Holder Committee of the company is as follows:

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

MEETING OF INDEPENDENT DIRECTORS

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

During the financial year 2023-24, 1 (One) meeting of the Independent Directors was held on April 21, 2023 The detail of the meeting of the Independent Directors and the attendance of Independent Directors at the meeting for the financial year 2023-24 is given below:

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

 

S.N.	Date of Meeting	Board Strength	No. of Directors Present
1.	21.04.2023	2	2

RESIGNATION OF INDEPENDENT DIRECTOR BEFORE EXPIRY OF TERM

During the Financial Year, No Independent Directors of the Company had resigned before the expiry of their tenure.

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.

NOMINATION AND REMUNERATION POLICY

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

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 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) they had prepared the annual accounts on a going concern basis and the Board recognizes that these conditions, along with other matters outlined in the Auditors note, give rise to a material uncertainty that could cast significant doubt on the Companys ability to continue as a going concern but Board assures that company will overcome these challenges in near future. (e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the

Companies (Meetings of Board and its Powers) Rules, 2014, the Company has adopted ‘Whistle Blower Policy for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the applicable SEBI Regulations, to provide a formal mechanism to the Directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct or ethics. The Whistle Blower Policy provides adequate safeguards against victimization of Directors, employees and stakeholders who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. During the year, no personnel of the Company was denied access to the Chairman of the Audit Committee. The Vigil Mechanism /Whistle Blower Policy is available on website of the Company and may be accessed at www.mayurgroups.com.

AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

M/s. H.C. Garg & Co., Chartered Accountants (Firm Registration No.000152C) were appointed as the Statutory Auditors at the 37^th Annual General Meeting of the Company for a period of five consecutive years commencing from the conclusion of 37th Annual General Meeting until the conclusion of 42^nd Annual General Meeting of the Company. M/s. H.C. Garg & Co., Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). During the year under review, M/s. H.C. Garg & Co., Chartered Accountants (Firm Registration No.000152C) has resigned from the office due to ineligibility as per the provision of section 139 of Companies Act 2013, and M/s Madhukar Garg & Company (FRN 000866C) was appointed by the members of the company by way of ordinary resolution passed through Postal Ballot on 6^th May, 2023 to fill the vacancy caused by the ineligibility of H.C. Garg & Co., Chartered Accountants, (FRN 000152C) who will hold office till the conclusion of the upcoming Annual General Meeting of the Company. Further, the company had approved the appointment of M/s. Jain Paras Bilala & Co., Chartered Accountants (Firm Registration No. 011046C) Jaipur as the statutory auditor to hold office for a term of five (5) consecutive financial years, from the conclusion of 38th Annual General Meeting of the Company till the conclusion of the Annual General Meeting to be held in the year 2028. The Company has received consent letter from the auditor to the effect that appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Report given by the Statutory Auditors on the financial statement of the Company for the financial year ended 31st March, 2024, forms part of this Report. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory, except following:

1. Company is incurring loss from last few years and also during the current FY 2023-24, no sale and purchase and manufacturing activity was done by company except for sale of old finished goods and scrap. Also, company has not filed its Income Tax Return for the previous FY 2022-23 and GST Returns were filed up to period January 2023, so, there exists a material uncertainty about the going concern of the company.

Board Reply:- The Board acknowledges the auditors observation and is actively addressing the issues of financial performance and regulatory compliance, including filing pending returns. Steps are being taken to improve the Companys operations and resolve the going concern uncertainty.

2. Company has failed to provide us any techno-assessment for any impairment loss, if any. All Plant, property and Equipment have been relocated to another location being land on which these PPE are situated have been detached by CANARA Bank and furthermore this land have sold through auction by the bank. Company has moved to DRT challenging auction process of bank. Although because of case pending at DRT, PPE amounting to Rs. 228.43 Lacs as on 31.03.2024 is shown under PPE Note no. 6(a) of financial statements and borrowing against hypothecation of these PPE is shown under note no. 19 and 21 of financial statements.

Board Reply:- The Board acknowledges the auditors observation and clarifies that due to the ongoing case in DRT challenging the auction process by Canara Bank, the PPE and related borrowings have been retained in the financial statements as per the current legal stance. A techno-assessment for impairment will be conducted once the case is resolved.

3. Company has not provided actuarial valuation of the Gratuity and Leave Encashment payable as required under INDAS-19.

Board Reply:- The Board acknowledges the observation and will ensure that the actuarial valuation for Gratuity and Leave Encashment as per IND AS-19 is obtained and incorporated in the financial statements in the subsequent period.

4. Company has not provided any balance confirmation of the Trade Receivables- Note no. 11 (Rs. 32.13 Lacs), Loans and advances- Note No 14 (Rs. 371.91 Lacs), Other Current Assets- Note no. 16, Trade Payables- Note No.- 22 (Rs. 365.32 Lacs), Other Current Liabilities Note no. 24 (Rs. 251.45 Lacs) . Therefore, we are unable to comment on the consequential impact of the same if any on the statement because of uncertainty about its recoverability/ payment. Some parties were given loan/advances on interest free basis as mentioned in Note no. 14.

Board Reply:- The Board acknowledges the auditors observation and assures that efforts are being made to obtain balance confirmations for the mentioned accounts. The Company will review the recoverability and payment terms, including interest-free loans/advances, to address any potential impact on the financial statements.

5. Company has made investment of 13,56,000 equity shares in subsidiary company Mayur Global Pvt Ltd. and failed to provide fair valuation of its investments as on 31.03.2024, therefore, we are unable to comment on the consequential impact of the same if any on the financial statements.

Board Reply:- The Board acknowledges the observation and will ensure that the fair valuation of the investment in Mayur Global Pvt. Ltd. is conducted and appropriately reflected in the financial statements in the subsequent period.

6. Company has shown security deposits of Rs. 34.22 Lacs in Note No. 8 of Financial Statements. These security deposits were made to different parties such as RIICO, JVVNL or BSNL Etc. These Security deposits were made for different utilities available on the land owned by the company and hypothecated to Canara bank for advance purpose. This hypothecated land has been sold by Canara Bank through auction process after company was declared NPA by the bank. Also, company has not made payment of its dues to these parties, so there arise uncertainty about its recoverability.

Board Reply:- The Board acknowledges the observation regarding the security deposits and the associated uncertainty due to the auction of the hypothecated land by Canara Bank. Efforts are underway to assess the recoverability of these deposits and address any outstanding dues to the respective parties.

7. Company has failed to provide the basis for valuation of its raw material amounting to Rs. 67.35 Lacs (Note no. 10 of Financial Statements) as on 31.03.2024. Also, company has not physically verified the quantity of raw material as on year end.

Board Reply:- The Board acknowledges the observation and is committed to ensuring proper valuation and physical verification of raw materials in subsequent periods to enhance accuracy and compliance in financial reporting.

8. Company has not disclosed liability amounting to Rs. 1,66,989.51 as per Traces Portal under Contingent Liability.

Board Reply:- The Board acknowledges the observation and will ensure that the liability of Rs. 1,66,989.51 as per the Traces Portal is appropriately disclosed under contingent liabilities in the financial statements for the current period.

9. Attention is required to be made to Note No. 15 of Financial Statements, where company has booked Accrued Interest on FDR, but have not received settlement letter from the Canara Bank, where this FDR was issued for BG Limit. No FDR in books of accounts of the company.

Board Reply:- The Board acknowledges the observation and is in the process of obtaining the settlement letter from Canara Bank for the FDR issued against the BG Limit. The Company will ensure proper reconciliation and disclosure of the accrued interest in the financial statements.

10. Attention is required to be made to Note No. 16 of Financial Statements, where company has booked GST Input Credit of Rs. 83.51 Lacs but same is not matched with figures as reflected on GST Portal. Also, company has not filled its GST Return after January 2023 and GSTIN have suspended by the GST Department. Board Reply:- The Board acknowledges the observation and is currently working to reconcile the GST input credit of Rs. 83.51 Lacs with the details on the GST Portal.

Additionally, the Company is actively addressing the suspension of its GSTIN and is taking steps to file the pending GST returns.

11. Statutory dues are pending for Service Tax amounting to Rs. 1,44,355.00, Provident Fund payable amounting to Rs. 5,82,620.00, GST of Rs. 12,60,894.44 as disclosed in Note No. 24 of the financial Statements.

Board Reply: The Board acknowledges the observation regarding the pending statutory dues and is actively taking steps to clear the outstanding amounts for Service Tax, Provident Fund, and GST. The Company is committed to resolving these liabilities promptly and ensuring full compliance with all regulatory requirements.

12. Company has not identified its creditors under MSME Act. So we cannot comment upon the liability if any may arise in future on the company under the said act.

Board Reply: The Board acknowledges the observation and will take necessary steps to identify and classify the creditors under the MSME Act. The Company is committed to ensuring compliance with the provisions of the Act and addressing any potential liabilities in the future.

13. The composition of Board of the Company is not duly constituted due to not having minimum no. of independent directors required and accordingly Composition of Audit Committee and Nomination and Remuneration Committee is not as per the Provisions of Companies Act, 2013 and as per the regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Board Reply: The Board acknowledges the observation regarding the composition of the Board and Committees. The Company is actively taking steps to comply with the requirements of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and will ensure the appointment of the necessary independent directors to meet the prescribed criteria.

14. The trading of the companys equity shares was suspended on exchange.

Board Reply: The Board acknowledges the observation regarding the suspension of the

Companys equity shares from trading on the exchange. The Company is actively engaging with the exchange to resolve the matter and is taking necessary steps to restore the trading of its shares at the earliest.

15. Following the suspension of trading by the stock exchange, the Company has failed to comply with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well as other applicable SEBI regulations.

Board Reply: The Board acknowledges the observation regarding non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following the suspension of trading. The Company is taking necessary steps to address the non-compliance and is working closely with SEBI and the stock exchange to rectify the situation and ensure adherence to all applicable regulations.

16. In our opinion, the aforesaid standalone financial statements comply with the IND AS specified under Section 133 of the Act, except for points as mentioned in Emphasis of Matter and qualification remarks.

Board Reply: The Board acknowledges the auditors opinion that the standalone financial statements comply with the IND AS specified under Section 133 of the Companies Act, 2013, except for the matters highlighted in the Emphasis of Matter and qualification remarks. The Company is actively addressing these points to ensure full compliance in future financial reporting.

17. Based on our examination, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2024 which does not has a feature of recording audit trail (edit log) facility. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention. Company has not preserved audit trail for the financial year ended March 31, 2024. Board Reply: The Board acknowledges the observation regarding the absence of an audit trail feature in the accounting software used by the Company. The Company is in the process of upgrading its software to ensure compliance with Rule 3(1) of the Companies (Accounts) Rules, 2014, and will implement the necessary audit trail features for future financial periods. 18. The Company has not maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and right of use assets. Board Reply: The Board acknowledges the observation regarding the lack of proper records for property, plant, and equipment, including right-of-use assets. The Company is taking steps to update and maintain detailed records, including quantitative details and the location of these assets, to ensure compliance with statutory requirements moving forward.

19. All the Property, Plant and Equipment have not been physically verified by the management during the year. Board Reply: The Board acknowledges the observation regarding the physical verification of Property, Plant, and Equipment. The Company will implement a comprehensive plan for the physical verification of all assets in the upcoming period and ensure that this process is carried out regularly in the future.

20. All the Inventories have not been physically verified by the management during the year.

Board Reply: The Board acknowledges the observation regarding the physical verification of inventories. The Company will ensure that a thorough physical verification of all inventories is conducted in the next financial period and will implement regular verification processes going forward.

21. According to the records of the company and information and explanations given to us,

Undisputed statutory dues, including goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to the Company have not been deposited by with the appropriate authority. Refer Note no. 24 of the financial Statements.

There were no undisputed amounts payable in respect of goods and services tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues in arrears as at 31st March, 2024 for a period of more than six months from the date they became payable except as stated below.

Nature of the Statute	Natur e of Dues	Amount	Period to which Amount relates	Due date	Date of Paymen t
Service Tax (Indirect Tax)	Service Tax	1,44,355.00	Opening Balance, and April 2017 to June 2017	6th of Succeeding month	Not paid
TDS (Direct Tax)	TDS	1,66,989.51	Multiple Years till 2024	-	-
Provident Fund	PF	5,82,620.00	Multiple Years till 2024
GST	GST	12,60,894.44	Multiple Years till 2024

Board Reply: The Board acknowledges the observation regarding the non-deposit of certain undisputed statutory dues with the appropriate authorities. The Company is actively addressing these outstanding dues and is committed to ensuring timely payment and full compliance with all statutory requirements going forward.

22. In our opinion and according to the information and explanations given by the management, we are of the opinion that the company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

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

23. According to the information and explanations given to us and representation received from the management of the company, we report that the Company has been declared a willful defaulter/NPA by any bank or financial institution or other lender. Board Reply: The Board acknowledges the observation regarding the declaration of the Company as a willful defaulter/NPA by a bank or financial institution. The Company is actively engaged with the concerned financial institutions to resolve the issue and is taking necessary steps to improve its financial position and ensure future compliance.

24. The company has prepared consolidated financial statement as there is one subsidiary of company in the name of Mayur Global Pvt Ltd. Statutory auditors of Mayur Global Pvt Ltd have commented adverse remarks on Going Concern in its Statutory Audit report. Board Reply: The Board acknowledges the observation regarding the adverse remarks on the going concern assumption in the statutory audit report of Mayur Global Pvt Ltd. The Company is closely monitoring the situation and taking appropriate measures to address the concerns raised and ensure the continued viability of the subsidiary.

25. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting the assumptions, there exists a material uncertainty as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. Board Reply: The Board acknowledges the observation regarding the material uncertainty about the Companys ability to meet its liabilities within one year from the balance sheet date. The Company is actively working on a strategic plan to address liquidity concerns, including exploring funding options and optimizing cash flows, to ensure it can meet its obligations on time.

SECRETARIAL AUDITORS

The Board of Directors has appointed ATCS (Firm Registration No), Practicing Company Secretaries, Jaipur as Secretarial Auditor, to carry out the Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed as Annexure-II to this report.

The report contains the following observations:

Note: Apart from the below, the company has not undertaken any other compliances as required under the applicable provisions of the SEBI (LODR) Regulations, 2015.

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

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

3. During the period under review, There was no individual serving as Company Secretary, and the company did not appoint a Compliance Officer during this period, in accordance with the provisions of the Companies Act and SEBI (LODR) Regulations, 2015;

4. During the period under review, The Company has failed to submit the Quarterly.

5. During the period under review, the company has undertaken the following compliances in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Intimation of Board Meeting scheduled for Saturday, May 6, 2023.

Outcome of the Board Meeting held on Saturday, May 6, 2023.

Outcome of the Board Meeting held on Tuesday, June 13, 2023.

Notice for the meeting of shareholders conducted through postal ballot.

Publication of the required notice in newspapers.

Announcement under Regulation 30 (LODR) regarding the resignation of Director Ms. Ashwarya Poddar.

Outcome of the meeting of shareholders conducted through postal ballot along with the scrutinizers report.

Observations of Companies Act, 2013 are defined herein under:-

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

7. The Company has not paid the Annual Listing Fees for the year ended 2024;

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

9. During the period under review, the Company has not transferred its unpaid and unclaimed dividend to the Investor Education and Protection Fund (IEPF) established by the Government of India, as per the provision of section 124 of Companies Act, 2013; 10. During the period under review, the Company has not transferred its shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, to IEPF account as per the provision of section 124 (6) of Companies Act, 2013; 11. During the period under review, the Company has not filed the necessary e-forms with the Registrar with respect to the following matters :-

Appointment of Internal Auditor and Secretarial Auditor;

Approval of Accounts for the financial year ended on 31.03.2024;

E-form DPT-3 is also not filed by the company.

And thus contravenes the provisions of the applicable sections of Companies Act, 2013.

Management Reply:-

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

INTERNAL AUDITORS

In accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, the Board of Directors of the Company had appointed M/s. Varma Prashant & Associates, Chartered Accountants, Jaipur as Internal Auditors of the Company. The Audit Committee of the Board of Directors, Statutory Auditors and the Management were periodically apprised the Internal Audit findings. The Company continued to implement their suggestions and recommendations to improve the same.

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

COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year ended March 31, 2024.

REPORTING OF FRAUDS BY AUDITORS

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

WEB ADDRESS OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-III to this report. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits is available on the website of the

Company at www.mayurgroups.com.

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

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-IV 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 arms 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 Companys website and may be accessed at www.mayurgroups.com. Your directors draw attention of the members to Note 39 to the standalone financial statements which set out related party disclosures in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and

Securities and the Listing Regulations can be accessed on the Companys website at https://mayurgroups.com/wpkam/governance/

SECRETARIAL STANDARDS

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

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

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

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 Companys 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 Companys 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 Companys 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 Companys shares is closed.

CODE OF CONDUCT

The Board of Directors of the Company has adopted code of conduct for all Board Members and Senior Management Personnel of the Company and the said code of conduct is placed on the website of the Company at www.mayurgroups.com. All the Board Members and Senior Management Personnel have affirmed compliance with the applicable Code of Conduct for the financial year 2023-24. A declaration to this effect, signed by the CEO & Director of the Company is annexed herewith as Annexure-V 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).

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

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

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

"ICC") under Section 21 of the POSH Act has been submitted to the relevant authority.

CAUTION STATEMENT

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

GENERAL DISCLOSURES

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the valued contribution, cooperation 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.