The Board of Directors (“Board”) is pleased to present the Company’s Thirty-third (33rd) Annual Report, along with the Audited Standalone Financial Statements and the Auditors’ Report for the Financial Year ended March 31, 2025.
Further, in compliance with the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has made the requisite disclosures in this report to ensure accountability and transparency in its operations, thereby keeping you informed about the Company’s performance.
I. FINANCIAL PERFORMANCE
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) as amended from time to time read with the Companies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31st, 2025 and March 31st, 2024 are Ind AS compliant.
(INR in lakhs)
|
Particulars
|
For the Year ended
|
|
March 31, 2025
|
March 31, 2024
|
|
Total Income
|
630.19
|
424.38
|
|
Net Profit / Loss from ordinary activities after finance cost but before exceptional
|
11.68
|
8.05
|
|
Net Profit for the period before tax and after Exceptional items.
|
11.68
|
8.05
|
|
Net Profit after tax and after exceptional item
|
-130
|
4.02
|
|
Paid-up equity share capital
|
507.12
|
507.12
|
|
Basic and diluted EPS
|
-2.57
|
0.14
|
Cash Flow Statement
The Cash Flow statement for the year 2024-2025 is attached to the Balance Sheet.
Dividends
The Board has not recommended any dividend during the financial year 2024-2025. The Policy of the Company is available on the Company’s website at www.mayurflooringslimited.com.
Bonus
The Board has not recommended any dividend during the financial year 2024-2025.
II. FINANCE DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Accordingly, there was no principal or interest outstanding as of the Balance Sheet date, nor was there any deposit in non-compliance of Chapter V of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has not given any Loans, guarantees and security covered under Section 186 of the Companies Act, 2013.
III. SUBSIDIARIES
As on March 31, 2025, the Company does not have any subsidiaries and Joint Ventures. Accordingly, the provisions relating to submission of information and documents pertaining to subsidiary companies under the Companies Act, 2013 and the SEBI Listing Regulations are not applicable.
IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The detailed review of the operations, state of affairs, performance and outlook of the Company and its business as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of Annual Report under the head ‘Management Discussion and Analysis’.
V. DIRECTORS
As on March 31, 2025, the Board of Directors of your Company comprises of 5 (Five) Directors out of which 2 (Two) are Executive Directors, 2 (Two) are Non-Executive Independent Directors and 1 (One) is Non-Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.
All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee of the Company exercises due diligence inter-alia to ascertain the ‘fit and proper’ person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration. During the year under review, there was no appointment or cessation of any director of the Company.
In terms of the provisions of Section 152 of the Companies Act, 2013, Shri. Mahavir N Sundrawat (DIN: 01928303) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
|
S. NO
|
NAME OF THE
|
DESIGNATION
|
NO. OF OTHER
|
MEMBERS OF
BOARD
COMMITTEES
|
|
DIRECTOR
|
DIRECTORSHIP
|
|
1
|
Shri Sandip Arvindbhai Kothari
|
Chairman and Non¬ Executive
Independent Director
|
0
|
3
|
|
2
|
Shri Mahavir N Sundrawat
|
Managing
Director
|
0
|
0
|
| |
|
Executive Director
|
|
|
|
3
|
Shri Mayur Sundrawat
|
and Chief Financial Officer
|
0
|
0
|
|
4
|
Madam Akshita
|
Non-Executive
|
0
|
3
|
|
Sundrawat
|
Director
|
|
5
|
Madam Dhara
|
Non-Executive
|
2
|
3
|
|
Rupeshkumar Shah
|
Independent Director
|
Disclosure of relationships between Directors inter-se
|
S. No. NAME OF THE DIRECTOR
|
RELATION WITH OTHER DIRECTOR
|
|
1
|
Shri Mahavir N Sundrawat
|
Father of Shri Mayur Sundrawat and Father-in¬ law of Madam Akshita Sundrawat
|
|
2
|
Shri Mayur Sundrawat
|
Son of Shri Mahavir N. Sundrawat and Husband
|
|
of Madam Akshita Sundrawat
|
|
3
|
Madam Akshita Sundrawat
|
Wife of Shri Mayur Sundrawat and Daughter- in-law of Shri Mahavir N. Sundrawat
|
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
There were no such changes in the Board of Directors and Key Managerial Personnel during the year under review in accordance with Section 203 of the Companies Act, 2013.
The details of the Key Managerial Personnels of your Company in terms of Section 203 of the Companies Act, 2013 as on March 31, 2025 are as follows:
|
S. No. Name Of Key Managerial Personnel
|
Designation
|
|
1 Shri Mahavir N Sundrawat
|
Managing Director
|
|
2 Shri Mayur Sundrawat
|
Chief Financial Officer
|
|
3 Madam Himadri Mathur
|
Company Secretary and Compliance Officer
|
DIRECTOR(S) DISCLOSURES
Based on the declarations and confirmations received pursuant to section 164 and 184 of the Act, none of the Directors on the Board of your Company are disqualified from being appointed as Directors. Further the Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act.
Further, the Independent Directors have confirmed that they have included their names in the Independent Director’s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.
BOARD EVALUATION
The Company has formulated a policy for performance evaluation of the Independent Directors, the Board, its committees, and other individual Directors, which includes the criteria for evaluation of Non-Executive and Executive Directors. The Policy of the Company is available on the Company’s website at www.mayurflooringslimited.com. In accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its committees, and of individual Directors, including Independent Directors, based on the established evaluation framework. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMP and Senior Management is as per the Remuneration Policy of your Company.
COMMITTEES OF BOARD
The Board of Directors, in compliance with the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and other relevant laws, and for ensuring effective governance and operational efficiency, has constituted various Committees to oversee and manage specific functional areas of the Company.
AUDIT COMMITTEE
The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. During the financial year 2024-25, 04 Audit Committee meetings were convened. The Audit Committee consists of the following members:
|
S.
No.
|
AUDIT COMMITTEE
|
DESIGNATION
|
|
1
|
Shri Sandip Arvindbhai Kothari
|
Chairman - Independent Director
|
|
2
|
Madam Dhara Rupeshkumar Shah
|
Member - Independent Director
|
|
3
|
Madam Akshita Sundrawat
|
Member - Non-Executive Director
|
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act. During the financial year 2024-25, 03 meeting was convened. The Nomination and Remuneration Committee consists of the following members:
|
S.
|
NOMINATION AND
|
DESIGNATION
|
|
No.
|
REMUNERATION COMMITTEE
|
|
1
|
Shri Sandip Arvindbhai Kothari
|
Chairman - Independent Director
|
|
2
|
Madam Dhara Rupeshkumar Shah
|
Member - Independent Director
|
|
3
|
Madam Akshita Sundrawat
|
Member - Non-Executive Director
|
STAKEHOLDERS’ RELATIONSHIP COMMITTEE
The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. During the financial year 2024-25, 03 meeting was convened. The Stakeholders Relationship Committee consists of the following members:
|
S.
No.
|
STAKEHOLDERS' RELATIONSHIP COMMITTEE
|
DESIGNATION
|
|
1
|
Madam Dhara Rupeshkumar Shah
|
Chairman - Independent Director
|
|
2
|
Shri Sandip Arvindbhai Kothari
|
Member - Independent Director
|
|
3
|
Madam Akshita Sundrawat
|
Member - Non-Executive Director
|
MEETINGS OF THE BOARD
During the financial year 2024-2025, 04 (Four) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.
|
S.
No.
|
DATE OF MEETING
|
BOARD MEETINGS
|
ATTENDANCE
|
|
HELD
|
ATTENDED
|
NO. OF DIRECTORS
|
% OF
ATTENDANCE
|
|
1
|
MAY 29, 2024
|
4
|
4
|
5
|
100
|
|
2
|
AUGUST 03, 2024
|
4
|
4
|
5
|
100
|
|
3
|
OCTOBER 26, 2024
|
4
|
4
|
5
|
100
|
|
4
|
JANUARY 31, 2024
|
4
|
4
|
5
|
100
|
DIRECTOR’S RESPONSIBILITY STATEMENT
As required under Section 134 of the Act, and to the best of their knowledge and belief and based on the information and explanations obtained from the operating management, your Directors hereby confirm that:
A. In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the 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 on March 31, 2025, and of its profit and loss for the period ended on that date;
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 Director had prepared the annual accounts for the year under review on a ‘going concern’ basis; and
E. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
F. The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.
PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY TRANSACTIONS
During the year under review the company has entered into various related party transactions. These were submitted for approval of proper and competent authorities. All the transactions entered into with the Related Parties during the year under review were on an arm’s length basis and were in the ordinary course of business. Agreement and contracts executed and entered with such parties were approved and ratified wherever required by the competent authority. The statement of related party transaction is enclosed in this report.
SECRETARIAL AUDITOR & THEIR REPORT
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. B.L. Harawat and Associates, Company Secretaries in Practice, for conducting Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report is self-explanatory and thus does not require any further comments and is enclosed to this report.
INTERNAL AUDITOR
M/s Bansilal Shah & Co (Firm Registration No. 000384W) were appointed as the Statutory Auditor of the Company for the Financial Year ended 2024-25. M/s Bansilal Shah & Co, Statutory Auditor in their report(s) on the Standalone Audited Financial Statements of your Company for the financial year ended March 31, 2025, have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditor’s Report are self-explanatory.
COST AUDITOR
The provisions of Section 148 regarding the maintenance of Cost records are not applicable to Company.
CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:
1. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
2. Listed entity which has listed its specified securities on the SME Exchange.
Since our Company falls within the ambit of the aforesaid exemption, compliance with the provisions of Corporate Governance is not applicable to the Company. Accordingly, the Corporate Governance Report does not form part of the Annual Report for the financial year 2024-25.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, the Board of Directors of the Company has adopted a Whistle Blower Policy/Vigil Mechanism. This mechanism provides a formal process for the Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s Code of Conduct. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the Company’s website at www.mayurflooringslimited.com.
VIGILANCE OFFICER CHAIRMAN OF THE AUDIT
Company Secretary COMMITTEE
Mayur Floorings Limited Sh. Sandip Arvindbhai Kothari
Plot No. 5 & 6, Road No.4, Dahod Road, Mayur Floorings Limited
Industrial Area, Banswara, Rajasthan, India - Plot No. 5 & 6, Road No.4, Dahod Road,
327001 Industrial Area, Banswara, Rajasthan, India -
Tel: 9414102109 327001. Tel: 9414102109
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints Committee’ to redress complaints relating to sexual harassment at its workplaces. The Policy of the Company is available on the Company’s website at www.mayurflooringslimited.com. The Company has not received any complaints relating to sexual harassment during financial year 2024-25.
(a) Number of complaints of Sexual Harassment received in the year: Nil
(b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and hence, Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2025 has been uploaded on the website of the Company and can be accessed at www.mayurflooringslimited.com
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT
The Company has in place a Nomination and Remuneration Policy which lays down a framework for selection and appointment of Directors, Key Managerial Personnel, Senior Management and for determining qualifications, and independence of directors, fixation of their remuneration as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
No such employee is employed throughout the financial year who is in receipt of remuneration which involves the reporting requirement as provided under section 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Policy of the Company is available on the Company’s website at www.mayurflooringslimited.com
COMPLIANCE OF ACCOUNTING STANDARDS
As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There remains no material change affected after the date of Balance Sheet which needs to be mentioned specifically.
CHANGE IN THE NATURE OF COMPANY’S BUSINESS
There has been no change in the nature of business of the Company.
RISK MANAGEMENT POLICY: Not applicable.
OPERATIONS DURING THE INTERIM PERIOD
There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.
CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT
During the reporting period, the Company does not have any subsidiary, associate, or joint venture. Accordingly, the requirement to prepare Consolidated Financial Statements under the Companies Act, 2013 is not applicable.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has proper and adequate internal control systems, which ensure that all assets are safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported correctly. The Management continuously reviews the internal control systems and
procedures to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using external and internal resources to monitor the effectiveness of internal controls.
TECHNOLOGY: The Company is using modern technology available for the entire construction process. The management is paying its proper attention to get the maximum yield coupled with quality with requisite quantity of energy.
OTHER STATUTORY 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:
(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
(c) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
CONSERVATION OF ENERGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year under review, the Company has not undertaken any foreign exchange transactions. Accordingly, there were no foreign exchange earnings or outgo during the year. The Company is engaged in non-manufacturing activities, and as such, disclosure of particulars with respect to power and energy consumption is not applicable and has therefore not been provided.
EMPLOYEE’S RELATIONS
Relations between the management and employees remain cordial during the year under review. The Director’s place on records their appreciations of the efficient and loyal services rendered by the employees at all levels.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2025.
GREEN INITIATIVE
Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.
ACKNOWLEDGEMENT
Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities, media and all concerned for their continued support. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
By order of the Board of Directors For: Mayur Floorings Limited
Sd/-
Mahavir N Sundrawat Managing Director (DIN: 01928303)
Date: May 29, 2025 | Place: Banswara
|