TO THE MEMBERS

The Directors have the pleasure in presenting the 38^th Annual Report together with the Audited Accounts of the company for the year ended 31^st March, 2018.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2018 are as under:-

Rs. in Lacs

PERFORMANCE REVIEW

Your company achieved higher performance in turnover and operating income. The Gross revenues touched Rs. 135889.89 Lacs which is 9.55 % higher than last year. Net Profits for the period stands at 798.25 Lakhs after paying Dividend and dividend distribution tax thereon. Your company coupled with modernization, concentrated efforts of both Management and employees; the whole hearted support of Banks, suppliers and customers has attained these levels of performance.

The Company has adopted Indian Accounting Standards (IND AS) prescribed under the Companies Act, 2013 read with relevant rules thereunder, with effect from April 1, 2017 and accordingly financial statements have been prepared in accordance with lnd AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendments) Rules, 2016.

FUTURE OUTLOOK

With total order-book of the company at Rs. 355.77 as at August 02, 2018 the year ahead is bright and full of production activities. Your directors are optimistic of better performance in turnover and profits during 2018-19.

DIVIDEND & RESERVE

Your directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a final dividend of Rs. 0.25 per equity share, (2.5%) on the paid-up share-capital of 1,33,20,000 equity shares of face value of Rs. 10/-each for the year ended 31 March 2018.

During the year 2017-18 the Board of directors also recommended and paid an interim-dividend @Rs.0.50 per Equity Share on the paid-up share-capital of 1,33,20,000 equity shares of face value of Rs. 10/-each.

SHARE CAPITAL

The paid up equity share capital as on 31st March 2018 was 1332.00 Lacs. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

CAPITAL EXPENDITURE

Additions of Fixed assets (gross) during the year under review amounted to Rs. 2.06 crores and net fixed assets stood at Rs. 67.99 Crores as at 31st March, 2018.

FIXED DEPOSITS

The company has not accepted any deposits from public during the financial year under report and as such there were no fixed deposits outstanding as on 31st March, 2018.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no Subsidiaries, joint venture or associate.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2018 there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year 2017-18, transactions being in the ordinary course of business and at arm’s length have been reported and annexed hereto in this report in the prescribed Form AOC-2 read with note no. 13 of the Financial Statements.

The terms & conditions of the above mentioned transactions are not prejudicial to the interest of the Company. The closing balances of such related parties, wherever outstanding, are not overdue.

NUMBER OF MEETINGS OF THE BOARD

Seventeen meetings of the Board of directors were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 ( “the Act”) and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17(10) of Listing Obligations & Disclosure Requirements, Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the 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. In addition, the Chairman was also evaluated on the key aspects of his role.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programme provided to the Directors of the Company is available on the Company’s website www.mauria.com.

DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure pursuant to Rule 5 of Companies ( Appointment and Remuneration of Managerial Personnel) Rule, 2014 has been made in the prescribed Format and forms part of the Directors’ Report as Annexure IV

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act 2013 and the Listing Regulations, 2015, a separate meeting of the Independent Directors was held on 13/02/2018.

The Independent Directors at the meeting reviewed the following:-

- Performance of non independent Directors and board as a whole.

- Performance of the Chairperson of the Company, taking into account the views of executive Directors and nonexecutive Directors.

- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

LISTING ON STOCK EXCHANGES

Your Directors take an immense pleasure in informing you that with effect from Tuesday July 14, 2015, the scrips of your company got listed on BSE Limited (BSE) under the Direct Listing Route of BSE and permitted to dealings on the BSE in the list of T Group with Scrip Code 539219 (bearing ISIN: INE150D01019).

Accordingly, as on date, the shares of your Company are listed on BSE as well as Calcutta Stock Exchange (CSE).

Market price data - High, Low during the each month in last financial year 2017-18 has been given under Corporate Governance Report.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance is given in “Annexure-A” to this report. In terms of Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (Listing Regulations, 2015), the Compliance Certificate from the Practicing Company Secretary certifying compliance with conditions of Corporate Governance, as stipulated in Regulation 16 to 27 of Listing Regulations, 2015 with the Stock Exchange(s) where the shares of the company are listed , is also enclosed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant Board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

DIRECTORS & KEY MANAGERIAL PERSONNEL/ INDEPENDENT DIRECTORS DECLARATION

Pursuant to the provisions of Section 149(7) of the Act, all Independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Regulations, 2015.

As per the provisions of Companies Act, 2013 Shri V.K. Sureka (DIN:00060160) retires by rotation and being eligible has offered himself for re-appointment.

Shri N.K. Sureka was appointed the Managing Director of the Company, who would be liable to retire by rotation for a fresh period of One year with effect from 01st April, 2018 by the Board of Directors, subject to the approval of the members.

Shri V.K. Sureka was appointed as Whole-time Director and Chairman of the Company, who would be liable to retire by rotation for a fresh period of three years with effect from 01st April, 2018 by the Board of Directors, subject to the approval of the members.

Shri K.M. Pai was appointed as Director (Marketing) of the Company, who would be liable to retire by rotation for a fresh period of three years with effect from 01st April, 2018 by The Board of Directors, subject to the approval of the members.

The resolutions seeking approval of the Members for the appointment of Shri N.K. Sureka, Shri V.K. Sureka and Shri K.M. Pai on the terms and remuneration approved by the Board of Directors have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them.

There has been no change in composition of Board of Directors and Key Managerial Personnel during the year except that of Shri Salil Rai (DIN: 00121981) who has resigned from the Board of directors w.e.f. January 15, 2018 and Smt. Jaspreet Arora (DIN:06959857) joined the Board as an Additional Director under Non-executive Independent category w.e.f. January 19, 2018.

In line with the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 including the Rules made thereunder (‘the Act’) and the erstwhile Listing Agreement Shri Shiv Kumar Yadav (DIN:00118786) and Smt. Sujata Kumar (DIN:01310030 ) were appointed at the Annual General Meeting of the Company held on 30th September, 2014, to hold office for five consecutive years for a term up to March 31, 2019. The Board of Directors of the Company and the Nomination and Remuneration Committee have evaluated the performance of the said Independent Directors and on the basis of the said evaluations it is now proposed that Shri Shiv Kumar Yadav(DIN:00118786 ) and Smt. Sujata Kumar (DIN:01310030) Independent Directors of the Company be appointed for a second term of five consecutive years, commencing from April 1, 2019 up to March 31, 2024.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

INSIDER TRADING POLICY

The Company’s policy on insider trading has been uploaded on the web-site of the company www.mauria.com and all necessary steps have been taken to comply with the said policy.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your directors have established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or ethic policy. This mechanism also provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

We affirm that no personnel has been denied access to the audit committee.

During the year 2017-2018, no such report were made to the Chairman of Audit Committee COMMITTEES OF BOARD OF DIRECTORS

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Your directors, the Management and all of the employees subscribe to the philosophy of compassionate care. We believe and act on the ethos of generosity and compassionate care, characterized by willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

Company continues to undertake the CSR work during the year under review on a voluntary basis over and above what has been required under CSR guidelines. The CSR activities are overseen by the Chairman and the Managing Director on a regular basis. The Annual report on the CSR Activities forming part of this Report is annexed hereto.

Your directors have constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Vishnu Kumar Sureka as Chairman, and Shri Navneet Kumar Sureka and Shri Shiv Kumar Yadav as members.

The said committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring and implementing of the CSR Policy and recommending the amount to be spent on the CSR activities.

During the year 2017-2018, the CSR Committee met twice and provided status updates to the Board of directors of the company.

Your company’s investment in CSR activities for the year 2017-18 was Rs. 32.40 Lakhs which is above the requirement of minimum 2 % of the average profits of the company for the last three years.

AUDIT COMMITTEE

The constitution of the Audit Committee is in accordance with the requirements of Section 177 of the Companies Act, 2013 (here-in-after known the “Act” ) and Regulation 18 of the Listing Regulations, 2015. This committee comprises of three nonexecutive directors, Shri Shiv Kumar Yadav, Smt. Sujata Kumar and Smt. Jaspreet Arora with Shri Shiv Kumar Yadav as its Chairman.

The details of terms of reference of the audit committee, number and dates of meetings held, attendance of Directors during the year are given in the Corporate Governance Report forming part of this Annual Report.

The primary objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process to ensure accurate and timely disclosures,

NOMINATION AND REMUNERATION COMMITTEE

Your directors have constituted the Nomination and Remuneration Committee comprising of Shri Shiv Kumar Yadav as Chairman, and Smt. Sujata Kumar and Smt. Jaspreet Arora as members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board, devising a policy on Board diversity and identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the board their appointment and removal.

During the year 2017-2018, Nomination & Remuneration committee met once and provided status updates to the Board of directors of the company

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Your directors have re-constituted the existing Shareholders’ Grievance Committee during the year 2014-15 by broadening the scope to include all security holders and their grievance-redressal as part of the new mandatory Committee to be called Stakeholders’ Relationship Committee comprising of Shri Shiv Kumar Yadav as Chairman, Smt. Sujata Kumar and Smt. Jaspreet Arora as members. The Stakeholders’ Relationship Committee shall consider and resolve the grievances of security holders of the company.

During the year 2017-2018, Stakeholders Committee met Thrice and provided status updates to the Board of directors of the company.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2017-2018, no complaints were received by the Company related to sexual harassment and hence no complaint is pending as on 31.03.2018 for redressal.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

INTERNAL FINANCIAL CONTROLS

The Company has identified all key internal financial controls, which impacts the financial statements, as part of Standard Operating Procedures (SOPs). The SOPs are designed for all critical processes across all plants, warehouses and offices wherein financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to a process owner. The financial controls are tested for operating effectiveness through management ongoing monitoring and review process and independently by the Internal Audit. In our view the Internal Financial Controls, effecting the financial statements are adequate and are operating effectively.

STATUTORY DISCLOSURES

-No Frauds Were Reported by Auditors or Reported To Central Government in the financial year ended on March 31, 2018.

-None of the Directors of your company is disqualified as per the provisions of Section 164(2) of the act. the Directors of the company have made necessary disclosures, as required under various provisions of the Act.

EXTRACT OF ANNUAL RETURN

IIn accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format MGT-9 is annexed as Annexure V to the Board’s Report.

The Annual Return for the financial year 2017-18 is available on the website of the Company at www.mauria.com

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Ministry of Corporate Affairs had notified Investor Education and Protection Fund Authority ( Accounting, Audit, Transfer and Refund) Rules, 2016 effective from 07.09.2016. As per the Rules, Unclaimed/unpaid dividends / shares thereon are to be transferred to IEPF at the end of 7 years. The shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall also be transferred to IEPF following the prescribed procedure. The company has issued public notice to enable to claim the shares. Such shares remaining unclaimed have to be transferred to IEPF Authority within the date prescribed. The holders of such shares or their legal heirs can reclaim the shares from the IEPF Authority through the Company following the due procedure. The particulars of such shares will be put on the Company’s web-site in due course.

CEO/CFO CERTIFICATION

In terms of the requirements of Regulation 17(8) read with Part A of Schedule II of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the 37th Annual General Meeting of the Company held on 11th September 2017 appointed M/s. U.K. GOENKA & CO., Chartered Accountants, New Delhi with Firm Registration Number 010549N as the Statutory Auditors of the Company from the conclusion of 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting, covering one term of five consecutive years on a remuneration as may be mutually agreed upon between Shri N.K. Sureka Managing Director and the aforesaid Auditors, subject to ratification by the members at each intervening Annual General Meeting. In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors’ appointment is no longer required.

The statutory audit report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

COST AUDITORS

The Company has appointed M/s Jaiprakash & Co., Cost Accountants for conducting the audit of cost records of the Company relating to LPG Cylinders, Regulators & Valves for the financial year 2018-19. Pursuant to Section 148 of the Act read with Rule 14 of the Companies (Audit & Auditors) Rule, 2014 ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM.

SECRETARIAL AUDITORS

The Board of Directors of the Company, in compliance with section 204 of the Act have appointed Ms. Jyoti Arya, Practicing Company Secretary (M. No.-A48050/ COP-17651) of M/s. Jyoti Arya & Associates, Company Secretaries, as the Secretarial Auditors to conduct secretarial audit of the Company for the FY 2017-18. The Secretarial Audit Report as per Section 204 of the Act for FY 2017-18 is placed as annexure to this report

No adverse comments have been made in the said report by the Practicing Company Secretary.

EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed herewith as an Annexure.

As there has been no employee during the year under review who were paid remuneration of Rs. 60.00 Lakh per annum or more, if employed through out the year or Rs. 5.00 Lakh per month and more, if employed for the part of the year, and also there has been no employee in receipt of remuneration during the year, at a rate which in aggregate is in excess of that drawn by the Managing director or Whole-time director and therefore the information as required under Section 5 (2) & (3) of the aforesaid Rule is not called for.

GENERAL

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 save and except ESOS referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) During the year under review, neither any fraud of any kind on or by the Company has been noticed by the Board of Directors of the Company nor reported by the Auditors of the Company. The Company has an internal financial control system, commensurate to the size of the business, in place.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Banks, Employees as well as Customers for their timely help in smooth functioning of your Company. Your Directors also extend their thanks to all the Shareholders of the Company for their trust and confidence in the Board of Directors of the Company.

By order of the Board of Directors

MAURIA UDYOG LIMITED

Sd/-

V.K. SUREKA

CHAIRMAN

ROOM NO. 107, 1st FLOOR,

ANAND JYOTI BUILDING,

41, NETAJI SUBHAS ROAD,

KOLKATA - 700 001

CIN:L51909WB1980PLC033010

Date: 04th September, 2018