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Maharashtra Polybutenes Ltd.

BSE: 524232 Sector: Industrials
NSE: N.A. ISIN Code: INE488E01037
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OPEN 0.38
PREVIOUS CLOSE 0.37
VOLUME 725
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52-Week low 0.37
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.38
Sell Qty 8525.00
OPEN 0.38
CLOSE 0.37
VOLUME 725
52-Week high 0.54
52-Week low 0.37
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.38
Sell Qty 8525.00

Maharashtra Polybutenes Ltd. (MAHPOLYBUTENES) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting the 27th Annual Report togetherwith the Audited Statement of Accounts of the Company for the financial year ended March31 2016.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
PARTICULAR Year ended 31.03.2016 Year ended 31.03.2015
Gross Sales 827.13 772.80
Industrial Park Revenue - 1050.00
Other Income 3.65 8.47
Profit Before Depreciation Tax and Exceptional Items (1621.15) 33.97
Depreciation 30.60 30.29
Profit Before Tax and Exceptional Items (1651.75) 3.87
Exceptional Items
- Industrial Park Receipts Reversed (1475.00) -
- Sundry credit balance written off/(back) - (0.20)
Provision for MAT 00.00 0.74
Provision for deferred Tax 5.27 (38.32)
Profit after Tax (3132.02) 41.45
Proposed Dividend Nil Nil
Dividend Distribution Tax Nil Nil
Balance carried forward to Balance Sheet (3132.20) 41.45

The Balance in Profit & Loss Account for the year is Rs. -3132.20 Lacs(Previous year Rs. 41.45 Lacs). Total reserves stand at Rs. -2034.87 Lacs(Previous Year Rs. 1097.16 Lacs) is carried to Balance Sheet under the headReserves and Surplus.

1. PERFORMANCE FOR THE FINANCIAL YEAR 2015-2016

The Company produces various grades of Polyisobutenes (PIB) like HV 10 HV 30 HV 100and HV 200.

The financial year gone by was very challenging for the Company for a number ofreasons. To be in line with the current crude prices the Company has revalued inventoriesand the effect thereof has been given in the books of accounts. Please refer to Notenumber 22 annexed with the Profit and Loss Statement please also refer to Note number 5of the Notes to Accounts.

In the past the Company had entered into an understanding with a related party todevelop Industrial Park / Gala on the excess land of the Company. The said Party had topay the Company an advance of Rs. 42500000 in the F.Y. 2013-14 and Rs. 105000000in the F.Y. 2014-15 respectively. These receipts were accounted for as Industrial ParkReceipts in respective years on accrual basis. Since the Company didn't receive the saidadvance these receipts amounting to Rs. 147500000 have been reversed during theyear.

The Company had taken working capital loans from Central Bank of India. Due toCompany's inability to service the interest the bank has classified the debts as NonPerforming Asset (NPA) as per the RBI guidelines. The management is taking appropriateaction to resolve this matter.

Due to the heavy losses during the year; the net worth of the Company has completelyeroded. The Company also has incurred cash losses during the financial year. The Companyhas been advised to make a reference to the Board for Industrial and FinancialReconstruction (BIFR) suitable actions will be taken accordingly.

The Company has achieved a turnover of Rs. 827.13 Lakhs for the year ended March31 2016 as against Rs. 772.80 Lacs for the previous year. The year didn't witnessgrowth in operation due to non-availability of raw material crash in commodity prices andoverall economic conditions. The Company expects better performance in the current yearwith good capacity utilisation.

2. DIVIDEND

Due to the losses and current financial situations the Board of Directors cannotpropose a Dividend for the financial year.

3. FIXED DEPOSIT

During the year the Company has not accepted any Fixed Deposits within the meaning ofany of the sections of the Companies Act 2013 and the rules made there under.

4. FUTURE BUSINESS PLANS OF THE COMPANY

During the period under review the Company's manufacturing activities were badlyaffected due to crash of commodity prices and short supply of raw material. However forthe current year the company has a target to outperform previous year's production levelas the availability of raw material is improving.

With a view to further expand the operations and to raise the top line as well as thebottom line the company is foraying into trading of various chemicals and energy productslike High-density polyethylene (HDPE) low density polyethylene (LDPE) base oil furnaceoil polymers LPG coal etc. The company has a ready market for these products as itenjoys excellent business rapport with the potential customers. The management isdetermined to expand its core customer base. The company is also tapping the huge exportmarket.

With a view to address the financial strains the management is foraying in to tappingon alternate sources of long term funds and utilization of excess assets. The managementhas identified excess land owned by the company and has proposed to develop industrialgala or technology park on this excess land. For this purpose the company is in theprocess of entering into an understanding with a company which is also a related party.The Company has approached Maharashtra Industrial Development Corporation (MIDC) fornecessary approvals.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there is no change in composition of Board of Directors.

Ms. Sangeeta Rathi Director retires by rotation and being eligible offers herself forre-appointment at the forthcoming Annual General Meeting.

The Company has received declaration from all the independent directors of the companyconfirming that they comply with the provisions of their independence as per regulation 16(b) of the SEBI (LODR) Listing Regulation as well as provisions of the Companies Act 2013under section 149(6).

During the year under review Mr. Suresh Thakur was appointed as Chief Financial Officerof the Company in the place of Mr. Srinivasan Garg who resigned from the Company and Ms.Kumari Shikha was appointed as Company Secretary of the Company in place of Ms. TruptiShewale who resigned from the Company.

The Company has a policy of performance evaluation of the board various boardcommittees and individual directors.

The report on Corporate Governance contains information on various Board and committeesmeetings thereof etc. and is an integral part of this report.

6. EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 as a partof this Annual Report.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed that:

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The internal financial controls for ensuring the orderly and efficient conduct ofits business including adherence to company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information areadequate and are operating effectively; and

f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

8. PARTICULARS OF EMPLOYEES

During the year under review none of the employees received remuneration of or inexcess of the limits prescribed under the provision of section 197 of the Companies Act2013 read with sub-rule (2)of rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

9. STATUTORY AUDITORS

In 26th AGM held on September 30 2015 M/s B K G & Associates StatutoryAuditors of the Company have been appointed till the conclusion of Annual General Meetingto be held on year 2017 subject to rectification of their appointment at every AGM.Rectification of appointment is being sought from the members of the Company at theensuing AGM for their appointment as Statutory Auditors for the financial year 2016-2017.

10. DIRECTOR COMMENT ON AUDITOR'S REPORT

The observations made by the Auditors in their report read with relevant notes given inthe Notes to Accounts are self-explanatory and therefore do not require any comments fromyour Directors pursuant to section 134(3) (f) of the Companies Act 2013.

11. COST AUDITOR

The Company is not required to have its cost records audited as per the Companies (CostRecords and Audit) Amendments Rules 2014.

12. SECRETARIAL AUDIT

Ms. Disha Dugar a Practising Company Secretary (Membership number Fellow 8128Certificate of Practice number 10895) was appointed as the Secretarial Aduitor and thereport has been annexed and forms and integral part of Directors' Report. The report isself explanatory.

13. PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES

All the transactions entered into by the Company with related parties were in ordinarycourse of business and were at arm's length. Transactions with related parties areconducted in a transparent manner and the rules are complied by. Since all the relatedparty transactions were entered by the Company in ordinary course of business and were atarm's length basis FORM AOC- 2 is not applicable to the Company.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans and advances given and investments made have been given in paranumber 16 of Notes to accounts annexed with Note number 28 annexed with Balance Sheet andProfit and Loss Account.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act 2013read with Rule 8 of The Companies (Accounts) Rules 2014 form part of this Report.

16. CORPORATE GOVERNANCE

Being observant and responsible the company is committed to high standards of thecorporate ethics professionalism and transparency. As per Regulation 34 (3) SEBI (LODR)Listing Regulation 2015 a separate section on Corporate Governance forms part of theAnnual Report. Pursuant to Regulation 34 (3) a certificate from the Statutory Auditors ofthe Company and a Certificate under 17 (8) SEBI (LODR) Listing Regulation 2015from the C.E.O. and C.F.O. confirming the compliance of conditions of corporategovernance are also attached to this Report.

17. EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial relations with the employees during the Year underreview and the Management wishes to place on record its sincere appreciation of theefforts put in by workers staff and executives.

18. LISTING WITH STOCK EXCHANGE

The equity shares of the Company are listed with the BSE Limited.

19. DEMATERIALISATION OF SHARES

The physical equity shares of the Company can be converted into electronic form withboth the depositories namely CDSL and NSDL.

20. BOARD MEETINGS

During the year under review four Board meetings were held. The dates on which themeetings were held are May 28 2015 August 12 2015 November 14 2015 and February 132016.

21. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Since the date of financial statements there are no material changes affecting thefinancial position of the Company.

22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility (CSR) are not applicable to the Company. However your Company appreciatesthe concept of CSR and shall take initiatives at appropriate time.

23. POLICY OF APPOINTMENT & REMUNERATION

Pursuant to the provisions of Section 178(1) of the Companies Act 2013 a Nominationand Remuneration Committee is in place.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds liable to be transferred to Investors Education and ProtectionFund.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Pursuant to Sexual Harassment of women at workplace (Prevention Prohibition &Redressal) Act 2013; the company has a policy in place for prevention of sexualharassment. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The Company did not receive any complain during the year2015-16.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

None of the regulators or Courts of Law has passed an order which can impact the goingconcern status of the Company.

27. SUBSIDIARY JOINTVENTURE AND ASSOCIATE COMPANY

No subsidiary company was formed during the year. There were no joint ventureoperations during the year.

28. RISK MANAGEMENT POLICY

The Company has a well structured internal control system through internal auditadministrative controls clear authority and responsibility and reporting system.

29. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation and gratitude for thesupport and co-operation received from the Central and State Governments Department CivicCorporation and authorities Banks Customers Suppliers Associates Vendors and Membersduring the year under review. The Directors also wish to thank and place on record theirappreciation for all the employees for their committed and sincere services and continuedcooperation throughout the year.

For and on behalf of the Board of Directors of Maharashtra Polybutenes Limited
Place: Mumbai Brijmohan Rathi
Date: 19th May 2016 Chairman and Managing Director

ANNEXURE TO THE DIRECTORS' REPORT

INFORMATION UNDER PROVISIONS OF THE COMPANIES ACT 2013 READ WITH RULE 8 OF THECOMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEARENDED MARCH 31 2016.

A. CONSERVATION OF ENERGY

(a) Energy Conservation Measures taken :

(i) Waste streams were incinerated and the heat was recovered as fuel equivalent.

(ii) Electricity consumption was brought down through planned production and judicioususage of equipments.

(b) Additional investments and proposals if any being implemented for reduction ofconsumption of energy: Not Envisaged.

(c) Impact of energy conservation measures :

Specific energy consumption of fuel oil per ton of steam generated and electricityconsumption had come down due to measures adopted in A (a)(i) and (ii) above.

(d) Total energy consumption per unit of production: As per Form A.

B. Technology absorption :

(e) Efforts made in technology absorption as per Form B.

C. FOREIGN EXCHANGE

(f) Activities relating to export initiative to increase export Development of Newexport markets for Products and Services and Export Plan:

The Company is exploring opportunities in overseas market and manufactures export gradeproducts.

(g) Total Foreign exchange earned and used

(in Rs.)

Year Ended
31.03.2016 31.03.2015
Foreign Exchange Earned Nil Nil
Foreign Exchange Used Nil Nil

FORM A

Form for disclosure of particulars with respect to conservation of energy

A. Power and Fuel Consumption Current Year Pervious Year
1. Electricity
a. Purchased Unit (KWH) 511577 424024
Total Amount (Rs.) 4759536 4098388
Rate Per unit (Rs. /KWH) 9.30 9.67
b. Own generation :
i) Through diesel generator
Unit (KWH) 1163 405
Unit per litre of diesel oil(Rs.) 52.55 63
Cost per unit (Rs. /KWH) 17.44 19.45
ii) Through Steam turbine/generator
Unit (KWH) N.A N.A
Unit per liter of fuel oil/gas N.A N.A
Cost per unit (Rs. /KWH) N.A N.A
2. Coal (quality and where used)
Quantity N.A N.A
Total Cost N.A N.A
Average rate N.A N.A
3. Furnace Oil/ LSHS
Quantity (MT) 124.604 51.27
Total Amount (Rs.) 2885455 2458606
Average rate (Rs. / MT) 23157 47955
4. Others/ Internal Generation
Quantity N.A N.A
Total Cost N.A N.A
Rate/Unit N.A N.A
B. Consumption(Unit/ MT)
Electricity 855.40 1432.51
Fuel oil 0.216 0.173

FORM B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION.

A. Research and Development (R&D)
1. Specific areas in which R&D carried out by the Company: Nil
2. Benefit derived as a result of the above R & D: Nil
3. Future plan of action: Nil
4. Expenditure on R & D: Nil

B. Technology Absorption Adaption and Innovation

1. Efforts in brief made towards technology Absorption
Adaption and innovation: Not Applicable
2. Benefits derived as a result of the above efforts : Not Applicable
3. Details about imported technology imported during the last five years reckoned from the state of beginning of financial year: Not Applicable

DECLARATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER UNDER REGULATION17 (8) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Board of Directors

Maharashtra Polybutenes Limited

Mumbai

We have reviewed the financial statements and the cash flow statement for the yearended March 31 2016 and to the best of our knowledge and belief we hereby certify that:

1. These statements neither contain any materially untrue statement nor omit anymaterial fact nor contain any misleading statements.

2. These statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards applicable laws and regulations.

3. To the best of our knowledge and belief there are no transactions entered into bythe Company during the year 2015-2016 which are fraudulent illegal or which violates theCompany's code of conduct.

4. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and we have evaluated the effectiveness of the internal control systemof the Company and disclosed to the Auditors and Audit Committee. Based on our most recentevaluation no deficiencies in the design or operation of internal control were noted.

5. We further certify that:-

• There have been no significant changes in internal control over financialreporting during the year.

• There have been no significant changes in accounting policies during the year.

• There have been no instances of significant fraud of which we have become awareof and the involvement therein of management or an employee having a significant role inthe Company's internal control system.

6. We further declare that pursuant to regulation 17 to 27 of the SEBI (LODR) ListingRegulation all Board Members and Senior Managerial Personnel have affirmed compliancewith the code of conduct for the current year.

Place: Navi Mumbai Brijmohan Rathi Suresh Thakur
Date: May 19 2016 Managing Director & C.E.O C.F.O.