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MMP Industries Ltd.

BSE: 535071 Sector: Metals & Mining
NSE: MMP ISIN Code: INE511Y01018
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MMP Industries Ltd. (MMP) - Director Report

Company director report

To

The Shareholders (Members) of MMP Industries Limited

The Board of Directors of the Company hereby present the Forty-Ninth(49th) Annual Report together with the Audited Financial Statements (Standaloneand Consolidated) of the Company for the year 2021-22.

1. COMPANY SPECIFIC INFORMATION

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized financial results (standalone) of the Company are asfollows:-

PARTICULARS FY 2021-22 FY 2020-21
(Rupees in Lakhs)
Revenue from Operations (Gross) 44826.01 23073.35
Other Income 46.86 104.13
Profit / loss before Depreciation Finance Costs 4240.35 2704.68
Exceptional Items and Tax Expenses
Less: Depreciation / Amortization / Impairment 632.30 453.54
Profit / loss before Finance Costs Exceptional items and Tax Expense 3608.05 2251.14
Less: Finance Costs 363.22 169.61
Profit / loss before Exceptional items and Tax Expense 3244.83 2081.53
Add/(less): Exceptional items -- --
Profit / loss before Tax Expense 3244.83 2081.53
Less: Tax Expense (Current & Deferred) 806.14 503.32
Profit / loss for the year (1) 2438.69 1578.20
Total Comprehensive Income / loss (2) 10.43 3.12
Total (1+2) 2449.12 1581.32
Balance carried forward 2449.12 1581.32

During FY 2021-22 the total revenue from operations was at Rs.44826.01 Lakhs as against Rs. 23073.35 Lakhs during FY 2020-21. Revenue from operationsduring FY 2021-22 increase by 51.47% compared to the FY 2020-21. Revenue from foildivision in FY 2021-22 increase to Rs. 8042.32 Lakhs in comparison with previous year ofRs. 188.64 Lakhs.

During FY 2021-22 under review the share of profits from the associatecompanies was Rs. 459.91 lakhs as compared to profit of Rs. 166.64 lakhs in FY 2020-21.

1.2 AMOUNT IF ANY WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES -TRANSFER TO RESERVES (BALANCE SHEET)

The sum/s transferred to reserves and surplus (balance sheet) account/sviz. Capital Reserve (Special Capital Incentives) Securities Premium Retained Earningsand closing balance/s thereof as at 31st March 2022 (FY 2021-22) [Previous YearFY 2020-21) is as follows:-

Sr. No. Particulars FY 2021-22 FY 2020-21
Amount in Rupees (Lakhs)
1. Capital Reserve
a. Opening Balance 40.32 40.32
b. (Add) Additions during the year -- --
c. (Less) Transferred during the year -- --
Closing Balance 40.32 40.32
2. Securities Premium
a. Opening Balance 6789.49 6789.49
b. Addition during the reporting period -- --
c. Expenses for Issue of Bonus Shares -- --
d. Expenses for Issue -- --
Closing Balance 6789.49 6789.49
3. Retained Earnings
a. Opening Balance 10146.00 8564.67
b. (Add) Net Profit for the year 2438.69 1578.20
c. (Add) Re-measurement of benefit of defined benefit plans (Net) 10.43 3.13
d. Expenses for Increase in Authorized Share Capital -- --
Closing Balance 12595.12 10146.00

1.3 DIVIDEND

As per the Dividend policy of the company and considering theprofitability and financial position of the company and with a view to reward its Membersfor showing faith in the management the Board of Directors recommended its maiden FinalDividend @ 10% i.e. Rs. 1/- per equity share of face value of Rs. 10/- each subject toapproval by the Shareholders at the ensuing 49th Annual General Meeting. thesaid dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3)on Dividend issued by the Institute of Company Secretaries of India (ICSI).

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR

a) STATE OF COMPANY?S AFFAIRS

The overall performance of the respective division/s of the Companyduring the FY 2021-22 are provided hereunder:-

ALUMINIUM POWDERS

The revenue for the segment in the FY 2021-22 was Rs. 34669.83 Lakhsup 64.66% over the revenue of Rs. 21055.88 Lakhs in FY 2020-21.

ALUMINIUM FOILS

The revenue for the segment in the FY 2021-22 wasRs.8042.32Lakhssignificantup over the revenue of Rs 188.64 Lakhs in FY 2020-21.

ALUMINIUM CONDUCTORS & CABLES

The revenue for the segment in the FY 2021-22 was Rs. 1868.23 Lakhs upby 10.78 % over the revenue of Rs. 1686.36 Lakhs of FY 2020-21.

FUTURE PLANS / PROSPECTS:-

(A) ALUMINIUM POWDERS

The company which has recently commissioned an additional pyro andflake powder capacity of 1000 MTPA is planning to further enhance this capacity by another1500 MTPA in the coming years. We see opening up of export markets in Europe where morecountries want to diversify their purchases from their existing European sources as asustained long term strategy.

The growth in the construction and mining areas is likely to be strongwith supply chain issues improving and the Company remains bullish that these sectors willsee higher than average GDP growth in the coming years. This division is expected tocontinue to grow at a CAGR of 7% to 10%.

(B) ALUMINIUM FOILS

All data suggests very robust growth in the coming years forIndia?s pharma food packaging sectors. These sectors are MMPs focus areas in itsaluminium foil product range.

This vertical will largely drive the company?s future growth. Theopportunities arising out of various market segments are immense and with goodmanufacturing practices MMP expects to be a strong and preferred brand for Aluminium foilin India and abroad.

Looking at the above scenario the company?s expanded capacityexpected in Q4 FY23 will see strong utilization in FY24.

(C) ALUMINIUM CONDUCTORS & CABLES

The Government of India has allocated major funds for the power sector.The states are also showing good spending in the power sector. New urban agglomerationswill be requiring electrical infrastructure in a big way.

The company sees a strong upswing in the market demand during the next2-3 years and is well placed with its capacities to exploit this potential demand.

Private companies in the electrical infrastructure segments have alsobegun granting approvals to our products. This will also add to the company?s revenuegrowth.

b) COVID-19 PANDEMIC

The COVID-19 pandemic continued to be a global challenge creatingdisruption across the world. In the first three months of FY 2022 the second wave of thepandemic overwhelmed India?s medical infrastructure. MMP Through this period providedcontinuous support of hospitalization vaccination to affected associates and theirfamilies.

The entire global economy faced unprecedented disruption due tooutbreak of COVID-19 pandemic during the year under review and its disruptive impact isstill being felt in the overall economy. The exact impact of outbreak of the pandemic onthe performance of the Company is not possible to quantify in terms of statistics howeversuch global outbreak has resulted in an unprecedented interruption in supply chain haltedproduction and lock-down and had an obvious impact on the overall performance of theCompany. The Company continues to follow stringent safety protocols to ensure wellbeing ofits employees and is in continuous process of dynamically adopting to the ever changingglobal and domestic macro-economic environment as and when the same is required due tothis outbreak of the pandemic.

c) CHANGE IN NATURE OF BUSINESS

During the FY 2021-22 under review the Board of Directors thoughexploring addition to existing business and commercial activities had neither beenexplored any change in nature of business and commercial activities for the Company northere is a change in nature of business and commercial activities of the Company. As suchno specific details regarding change in nature of business activities are required to begiven or provided.

d) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THEREPORT

During the FY 2021-22 under review there are no material changes andcommitmentsaffectingthe financial position of the Company which have occurred between theend of the financial year of the Company to which the financial statements relates and thedate of this report. As such no provided.

1.5 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no occasion whereby the Company has either revised or requiredto revise the Financial Statement or the Board?s Report of the Company for any periodprior to the FY 2021-22. As such no specific details are required to be given orprovided.

2. GENERAL INFORMATION OVERVIEW OF THE INDUSTRY

The details discussion on the overview of the industry is covered underManagement Discussion and Analysis which forms part of this report.

ECONOMIC OUTLOOK part of this report

3. CAPITAL AND DEBT STRUCTURE

During the FY 2021-22 ended 31st March 2022 under review there was nochange in the capital structure of the Company. The existing capital Structure of theCompany is as follows:

Particulars 31st March 2022 31st March 2021
Amount (Rupees in Lakhs)
Authorised Share Capital
26000000 (26000000) Equity Shares of Rs. 10/- (Rupees Ten) each 2600.00 2600.00
Issued Subscribed and Paid-Up Share Capital
25402613 (25402613) Equity Shares of Rs. 10/- (Rupees Ten) each 2540.26 2540.26

Further the Company has neither issued any convertible ornon-convertible securities debentures bonds warrants shares with differential votingrights as to dividend voting or otherwise nor issued or granted ESOP stock optionsweat equity during the FY 2021-22.

4. CREDIT RATING OF SECURITIES

During the FY 2021-22 under review the Company has neither issued norrequired to obtain credit rating of its securities. As such no specific details arerequired to be given or provided.

CREDIT RATING FOR DEBT

CRISIL in their review for total credit facilities has maintained thecredit rating of the Company that of the previous year. The details of credit ratingassigned to the Company for its credit facilities are given below: -

Credit Facilities Credit Rating
Long-Term Rating CRISIL BBB+/Stable
Short-Term Rating CRISIL A2

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2021-22 under review there were no amount/s which isrequired to be transferred to the Investor Education and Protection Fund by the Company.As such no specific details are required to be given or provided.

6. MANAGEMENT

6.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The changes amongst the Director/s including Executive Director/s andKey Managerial Personnel during the period are as follows:-

(A) CHANGES AMONGST THE PROMOTER DIRECTOR/S

Mr. Mayank Arun Bhandari Promoter of the Company has been appointed asAdditional Director (Promoter Non-Executive) of the Company with effect from 27 thOctober 2021.the proposal being placed before the Members of the Company forregularization of his appointment in the ensuing 49th Annual General Meeting.Mr. Arun Raghuvirraj Bhandari [DIN – 00008901] Managing Director of the Company whowere appointed as Managing Director of the Company with effect from 1st February2018 for the period of Five (5) years. The term of Five years expiring on 31stJanuary 2023.the proposal of his re-appointment for further five years will be placedbefore the ensuing 49th Annual General Meeting of the Company.

Except above there were no changes took place amongst the PromoterDirector/s of the Company during the FY 2021-22.

(B) CHANGES AMONGST THE EXECUTIVE DIRECTOR/S

Mr. Lalit Bhandari Whole-time Director of the Company whose term ofWhole-time Director expired on 31st March 2022 were reappointed forfurther five (5) years subject to approval of shareholders at the ensuing 49thAnnual General Meeting of the Company.

Except above There were no changes took place amongst theNon-Promoter Executive Director/s of the Company during the FY 2021-22.

(C) CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

Mr. Milind Suryakant Rao has resigned from the office Company Secretarycum Compliance officer of the Company with effect from 12th March 2022 and Mr.Rakesh M. Kanzode appointed as Company Secretary cum Compliance officer of the Companywith effect from13 th March 2022.

As such Mr. Arun Raghuvirraj Bhandari [DIN – 00008901] ManagingDirector [Category – Promoter & Executive] Mr. Lalit Bhandari [DIN –00010934] Whole-time Director [Category – Promoter & Executive] Mr. TennetiNarasimham Murthy [DIN – 08342116] Whole-time Director [Category –Non-Promoter & Executive] CA Sharad Mohanlal Khandelwal Chief Financial Officer andCS Rakesh M. Kanzode Company Secretary & Compliance Officer of the Companycontinued to act as the Key Managerial Personnel (KMP) of the Company pursuant to theprovisions of Section 203 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 (as amended).

(D) DIRECTOR RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 (as amended)Mr. Tenneti Narasimham Murthy [DIN – 08342116] Whole-time Director[Category – Non-Promoter & Executive] of the Company retires by rotation andbeing eligible offers himself for re-appointment. The Board recommends his re-appointmentas a Director (Whole-time Director) [Category – Non-Promoter & Executive] of theCompany in the interest of the Company.

The Company has received the self-declaration/s from all the ExecutiveDirector/s of the Company to the effect that he (i) was or is not disqualified from beingappointed and/or continued to act as a Director of the Company in terms of the provisionsof Section 164 of the Companies Act 2013; and (ii) was or is not debarred from holdingthe office of a Director pursuant to any order of the SEBI or such other authority interms of SEBI?s Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject"Enforcement of SEBI Orders regarding appointment of Directors by listedcompanies" The information (details) of Director/s of seeking appointment /re-appointment at the Forty-Ninth (49th) Annual General Meeting of the Companypursuant to Regulation 26(4) and 36(6) of the Listing Regulations and SecretarialStandards on General Meetings (SS-2) is annexed to the Notice convening the Forty-Ninth(49th) Annual General Meeting of the Company.

6.2 INDEPENDENT DIRECTORS

CHANGES AMONGST THE INDEPENDENT DIRECTOR/S

Mr. Vijay Singh Bapna [DIN – 02599024] has been appointed as aDirector [Category - Non-executive Independent] for a Second fixed term of consecutiveFive (5) years i.e. from the conclusion of Forty-Eighth (48th) Annual General Meeting upto the conclusion of Fifty-Third (53rd) Annual General Meeting of the Company to be heldfor the financial year 2025-26 ending 31st March 2026.

Mr. Sunil Khanna [DIN - 00907147] has been appointed as a Director[Category - Non-executive Independent for a Second fixed term of consecutive Five (5)years i.e. from the conclusion of Forty-Eighth (48th) Annual General Meeting up to theconclusion of Fifty-Third (53rd) Annual General Meeting of the Company to be held for thefinancial year 2025-26 ending 31st March 2026.

Mrs. Sudha Sukesh Gandhi [DIN – 06611145] were appointed asDirector [Category – Non-executive Independent] of the Company at the 44thAnnual General Meeting held on 30th September 2017 to hold the office for afirst fixed term of three (5) consecutive years i.e. from the conclusion of Forty-Fourth(44th) Annual General Meeting up to the conclusion of Forty-Ninth (49th) AnnualGeneral Meeting of the Company to be held for the financial year 2021-2022.

Accordingly their first term as an Independent Director are expiringon ensuing Forty-Ninth (49th) Annual General Meeting of the Company. The Board ofDirectors at their meeting held on 15th July 2022 based on the recommendationof Nomination and Remuneration Committee recommends for the approval of Members at 49thAnnual General Meeting the appointment of Mrs. Sudha Sukesh Gandhi for the period of Two(2) years to hold the office for a Second fixed term of Two (2) consecutive years i.e.from the conclusion of Forty-Ninth (49 th) Annual General Meeting up to theconclusion of Fifty- First (51st) Annual General Meeting of the Company to beheld for the financial year 2023-24.

Mr. Ajay Sadashiv Gokhale [DIN- 00550452] has resigned as Director[Category - Non-executive Independent] of the Company with effect from 19thMay 2022 and Mr. Sanjay Sacheti [DIN – 00271310] were appointed as AdditionalDirector [Category - Non-executive Independent] with effect from 1st June2022.

Except the above there is no change in the composition of the Board ofDirectors of the Company during the period under review and accordingly the Director/snamely Mr. Ajay Sadashiv Gokhale [DIN – 00550452] Mr. Karan YudhishtirVarma [DIN – 06923525] Mrs. Sudha Sukesh Gandhi [DIN – 06611145] Mr. VijaySingh Bapna [DIN – 02599024} and Mr. Sunil Khanna [DIN – 00907147] arecontinued as the Director/s [Category - Non-executive Independent] of the Company.

6.3 DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OFCODE OF CONDUCT

The Company has received the self-declaration/s from all theIndependent Director/s of the Company to the effect that he / she

(i) meets the criteria of independence as provided in Section 149(6) ofthe Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (as amended) ["Listing Regulations"] and alsoduly complied with Code of Conduct prescribed in Schedule IV to the Act;

(ii) was or is not disqualified from being appointed and/or continuedto act as a Director of the Company in terms of the provisions of Section 164 of theCompanies Act 2013; and (ii) was or is not debarred from holding the office of a Directorpursuant to any order of the SEBI or such other authority in terms of SEBI?s CircularNo. LIST/ COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcementof SEBI Orders regarding appointment of Directors by listed companies".

The Company has received the self-declaration/s from all the Director/sand Senior Management Personnel of the Company as to the due compliance of Company?sCode of Conduct. As such the Company do hereby confirm that the Company has duly compliedwith the Company?s Code of Conduct namely (i) MMP Code for Prohibition of InsiderTrading and MMP Code of Fair Disclosure and (ii) MMP Code of Business Principles andConduct.

6.4 BOARD MEETINGS

Six (6) meeting/s of the Board of Directors of the Company were heldduring the FY 2021-22 under review on 1) 12th June 2021 (2) 23rdJune 2021 (3) 29th July 2021 (4) 27th October 2021 (5) 9thFebruary 2022 and (6) 12th March 2022.

6.5 COMMITTEES

The Company has constituted all the requisite Committee(s) of theBoard namely Audit Committee Nomination & Remuneration Committee Stakeholders?Relationship Committee Corporate Social Responsibility (CSR) Committee Share TransferCommittee Risk Management Committee and Project Monitoring Committee pursuant to theprovisions of the Companies Act 2013 read with the rules made there under and ListingRegulations. The details of its constitution objective or terms of reference and otherrelated information has been provided under the Corporate Governance Report which formspart and parcel of the Board?s Report.

6.6 RECOMMENDATIONS OF AUDIT COMMITTEE

There is no occasion wherein the Board of Directors of the Company hasnot accepted any recommendation/s of the Audit Committee of the Company during the FY2021-22. As such no specific details are required to be given or provided.

6.7 COMPANY?S POLICY ON DIRECTOR?S APPOINTMENT ANDREMUNERATION

The Company?s policy on Director?s appointment andremuneration and such other related information has been provided under the CorporateGovernance Report which forms part and parcel of the Board?s Report.

6.8 BOARD EVALUATION

The Company?s policy on Board Evaluation and such other relatedinformation has been provided under the Corporate Governance Report which forms part andparcel of the Board?s Report.

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES

The information required under Section 197 of the Act read with Rule5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 (as amended) aregiven below: -

(A) The ratio of the remuneration of each Executive Director to themedian remuneration of the employees of the Company for the Financial Year:

Executive Directors Ratio to Median remuneration
Mr. Arun Raghuvirraj Bhandari – Managing Director 40.28
Mr. Lalit Bhandari – Whole-time Director 8.62
Mr. Tenneti Narasimham Murthy – Whole-time Director 5.70
(B) The percentage increase in remuneration of each Director/s Chief Executive Officer Chief Company Secretary in the FY 2021-22:-
Executive Director/s Chief Financial Company Secretary % increase in remuneration in the FY 2021-22
Mr. Arun Raghuvirraj Raj Bhandari – Managing Director* --
Mr. Lalit Bhandari – Whole-time Director* --
Mr. Tenneti Narasimham Murthy – Whole-time Director 10.02%
CA Sharad Mohanlal Khandelwal - Chief FinancialOfficer* --
CS Milind Suryakant Rao - Company Secretary* --

*There was no increase in remuneration during the FY 2021-22.

(C) The percentage increase in the median remuneration of employees in the FY 2021-22:-1.08%.

(D) The number of permanent employees on the rolls of Company as on 31stMarch 2022:- 452.

(E) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees other than the managerialpersonnel was 5.74%.

(F) Affirmation: Remuneration paid to Director/s Key Managerial Personnel andEmployees of the Company is as per the remuneration policy of the Company.

(G) Information as per Section 197 of the Companies Act 2013 ("the Act") andRule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 (as amended) forms part of this report. However in terms of Section 136(1) of theAct the Report and Financial Statements are being sent to all the shareholders and othersentitled to receive the same excluding the statement of particulars of employees. Thestatement is available for inspection by the Shareholders (Members) at the Registered ofthe Company during business hours on any working day up to the date of the ensuing Forty-Ninth (49th) Annual General Meeting. If any Shareholder (Member) is interestedin obtaining a copy thereof such Shareholder (Member) may write to the Company Secretarywhereupon a copy would be sent to the concerned Shareholder (Member) of the Company.

6.10 REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARYCOMPANY

The Company do not have any Holding or Subsidiary Company.

6.11 DIRECTORS? RESPONSBILITY STATEMENT

The Board of Directors confirms: -

(i) That in the preparation of the Annual Accounts (Financial Statements) theapplicable Accounting Standards had been followed along with proper explanation relatingto material departures;

(ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that financial year;

(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts (Financial Statements) ongoing concern basis;

(v) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and operating effectively;and

(vi) That the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and regulations and that such systems were adequate andoperating effectively.

6.12 INTERNAL FINANCIAL CONTROLS

M/s Manish N. Jain & Company Chartered Accountants Nagpur theStatutory Auditors of the Company has reviewed and accordingly issued their Report onthe Internal Financial Controls over the Financial Reporting in terms of Clause (i) ofSub-section 3 of Section 143 of the Act which is annexed as an ‘Annex – B?to the Independent Auditors? Report of the Company. The Report on the InternalFinancial Controls over the Financial Reporting for the FY 2021-22 do not contain anyqualification or adverse remarks. The observations made by the Statutory Auditors in theirreport are self-explanatory and have also been further amplified in the notes to thefinancial statements and as such do not call for any explanations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems andprocedures commensurate with the size and nature of business. These procedures aredesigned to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

(c) the accuracy and timing of financial reports and management information ismaintained.

6.13 FRAUDS REPORTED BY AUDITOR

During the FY 2021-22 under review:-

(a) there is no fraud occurred noticed and/or reported by theStatutory Auditors under Section 143(12) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financialstatements including the affairs of the Company are self-explanatory and do not containany qualification reservation adverse remarks or disclaimer thereof.

As such no specific information details or explanations required tobe given or provided by the Board of Directors of the Company.

7. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINTVENTURES

7.1 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURES STAR CIRCLIPS AND ENGINEERING LIMITED (‘SCEL?)

Star Circlips & Engineering Limited is largest manufacturer ofCirclips retaining rings and carbon steel fasteners in India.

During the FY 2021-22 under review the total revenue from operationwas at Rs. 14946.52 lakhs. and PAT at Rs. 1650 Lakhs. The revenue of FY 2021-22 increasedsignificantly in comparison with the revenue of previous . financial 2020-21 have grown onthe back of good export realizations as well as various productivity and cost saving Theprofits measures undertaken by the company. This has helped us absorb the impact of risingprices of steel commodities electricity freight etc. to some extent.

The company has firmed up specific Investment Plans for making fineblank parts and project execution is under way. These are highly engineered parts whichwill find usage in electric and conventional vehicles and add to good revenue and margingrowth in the coming years.

The Company continued to hold 26.06% shareholding in Star Circlipsduring the FY 2021-22 and by virtue of shareholding the share of profit of Rs. 430.04lakhs is considered in the Consolidated Financial Statement of the

Company.

TOYAL MMP INDIA PRIVATE LIMITED (TMI)

Toyal MMP India Private Limited manufactures high grade specialtyaluminium pastes used in automobile decorative inks and paint industry During the FY2021-22 under review the total revenue of TMI was at Rs. 5871.50 lakh and PAT at Rs.114.87 Lakh.

The Company continued to hold 26.00% shareholding in TMI during the FY2021-22 and by virtue of shareholding the share of profit of Rs. 29.87 lakh is consideredin the consolidated financial statements of the Company.

The Company expects 15% - 20% revenue growth in FY23 with theestablishment of high margin import substitute grades which are well accepted in thedomestic market. There is continuous research to produce specialty aluminium pastes andthe company expects to invest in some equipment in coming times.

All the requisite information (details) have been provided in theprescribed Form No. AOC-1 attached as an Annex

- A which forms part and parcel of the Board?s Report.

7.2 COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIESASSOCIATES AND

JOINT VENTURES

During the FY 20201-22 under review the Company is neither a HoldingCompany nor a Subsidiary Associates or Joint Venture Company of any other Company orCompanies pursuant to the provisions of the Companies Act 2013 read with relevant rulesmade thereof.

However Star Circlips & Engineering Limited [CIN – U 24110 MH1974 PLC 017301] and TOYAL MMP India Private Limited [CIN – U 36990 MH 2016 FTC281521] were continued to be the Associate Companies of the Company during the FY 2021-22.

8. DETAILS OF DEPOSITS

During the FY 2021-22 under review the Company has neither invited noraccepted any public deposits within the meaning of Section 73 and 74 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules

2014 (as amended). As such no specific details prescribed in Rule 8(1)of the Companies (Accounts) Rules 2014 (as amended) are required to be given orprovided.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the FY 2021-22 under review the Company has neither grantedloan/s (secured or unsecured) provided guarantees or securities in connection with anyloan/s availed by others nor made any investments pursuant to the provisions of Section185 and 186 the Companies Act 2013 read with the Companies (Meetings of Board and its

Powers) Rules 2014 (as amended). As such no specific details arerequired to be given or provided.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of contracts or arrangements or transactions not atarm?s length basis and/or the details of contracts or arrangements or transactions atarm?s length basis for the FY 2021-22 in the prescribed Form No. AOC - 2 pursuant toClause (h) of Sub-section (3) of Section 134 of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 (as amended) are given in the Annex - Bwhich forms part and parcel of the Board?s Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as anintegral part of its business. Education specifically

Education for Girls Women Poor Under-privileged or Disabled(Divyang) Special Education Research Training & Skill Development EnvironmentHealth Drinking Water Rural Development are some of the most critical problems that ourcountry has been facing for years. One of the most effective direct and indirect solutionsto solve these is an education but a great number of peoples cannot afford to get themself-educated.

Keeping this in mind the Board of Directors through its CSR Committeehas implemented certain CSR projects either directly or through implementing agencynominated by the CSR Committee of the Company. All the activities and programme/s coveredunder CSR are being monitored and implemented by the CSR Committee of the Company. Thethat the Company is in due compliance of the provisions of Section 135 of the CompaniesAct Company doconfirm 2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The CSR Project/s of the Company are in accordance with theprovisions of Section 135 of Schedule VII to the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 and the Company?s CSRPolicy. The Annual Report on the CSR Activities for the FY 2021-22 is given in the Annex- C which forms part and parcel of the Board?s Report.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS

AND OUTGO

The particulars relating to energy conservation technology absorptionforeign exchange earnings and outgo for the

FY 2021-22 as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the

Companies (Accounts) Rules 2014 are given in the Annex - D tothis report.

13. RISK MANAGEMENT

The Company has a Risk Management framework in place to identifyassess monitor and mitigate various risks to its business. It has framed the RiskManagement Plan and adopted in its Risk Management Policy.

The COVID-19 pandemic this year has posed several unprecedentedchallenges in the form of uncertain mini lockdowns unlock phases health hazards andsupply chain disruptions across the globe. These changes and challenges have brought a mixof opportunities and uncertainties impacting the Company?s objectives.

The Board of Directors based on the recommendations of the RiskManagement Committee of the Company periodically reviews the Company?s riskassessment and minimization procedures to ensure that management identifiesand controlsrisks through. The details of the Risk Management Committee and its terms of reference definedframeworkproperly are set out in the Corporate Governance Report forming part of this Report.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns orgrievances and to provide adequate safeguards against victimization of persons who isusing this platform and direct access to the Chairman of the Audit Committee is alsoavailable in exceptional cases. The detailed objectives of the policy are given inCorporate Governance Report which forms part of this report. This Whistle Blower Policy isapplicable to all the Directors employees vendors and customers of the Company and it isalso posted on the Website of the Company.

15. MATERIAL ORDERS OF JUDICIAL BODIES OR REGULATORS

During the FY 2021-22 under review no significant and material orderis passed by any of the Regulators or Courts or Tribunals impacting the going concernstatus and Company?s operations in future. As such no specific required to be givenor provided.

16. AUDITORS

(A) STATUTORY AUDITORS AND THEIR REPORT

The Shareholders (Members) of the Company at their Forty-fourth (44th)Annual General Meeting held on 30th September 2017 were appointed M/s ManishN. Jain & Co. Chartered Accountants Nagpur [ICAI Firm

Registration No. 138430W Peer Review Certificate No. 010231] as theStatutory Auditors of the Company to (44th) Annual General Meeting held for the financialyear 2016- hold

2017 ended 31st March 2017 till the conclusion of Forty-ninth (49th)Annual General Meeting of the Company to be held for the financial year 2021-2022 ending31st March 2022

Based on the approval and recommendation of the Audit Committee of theCompany the Board of Director of the company proposed to the Members of the Company forappointment for second term of five (5) years of

M/s Manish N. Jain & Co. Chartered Accountants Nagpur [ICAI FirmRegistration No. 138430W Peer Review

Certificate No. 010231] as the Statutory Auditors of the Company inensuing 49 th Annual General Meeting of the Company to hold office year 2021-22ended 31st March 2022 till the conclusion of Fifty-Fourth (54th) Annual General Meeting ofthe

Company to be held for the financial year 2026-2027 ending 31st March2027

Further M/s Manish N. Jain & Co. Chartered Accountants havefurnished a Certificate of their consent qualification and eligibility to continue to actas Statutory Auditors of the Company for the period of Five (5) years under Section 139and 141 of the Companies Act 2013 read with the rules and regulations made thereunder.The Auditors? Report submitted by M/s Manish N. Jain & Co. CharteredAccountants Nagpur [ICAI Firm

Registration No. 138430W Peer Review Certificate No. 010231] theStatutory Auditors of the Company to the Shareholders (Members) for the FY 2021-22 do notcontain any qualification. The observations made by the Statutory Auditors in their reportare self-explanatory and have also been further amplified in the Notes to the financialstatements and as such do not call for any explanations.

(B) SECRETARIAL AUDITORS

M/s. Vaibhav Jachak & Co Company Secretaries Nagpur [ICSIMembershipNo.FCS-8821&Certificateof

Practice No. 18495] have furnished a Certificate of their consentqualification and eligibility and also have confirmed about their not being disqualifiedfor the appointment including re-appointment as the Secretarial

Auditors of the Company for the FY 2022-23.

Accordingly the Board of Directors on the recommendations of theAudit Committee of the Company has approved and appointed M/s. Vaibhav Jachak & CoCompany Secretaries Nagpur [ICSI Membership No. FCS-8821 & Certificate of PracticeNo. 18495] as the Secretarial Auditors of the Company for the FY 2022-23.

(C) COST AUDITORS

M/s Khanuja Patra & Associates Cost Accountants Nagpur [FirmRegistration No. 00214] have furnished a

Certificate of their eligibility for appointment pursuant to Section141(3)(g) and 148(5) of the Companies Act 2013 read with the rules made there underCertificate for independence and arms? length relationship with the Company and haveconfirmed about their not being disqualified for such appointment including re-appointmentwithin the meaning of Section 141(3) of the Companies Act 2013.

Pursuant to the provisions of Section 148 of the Companies Act 2013the Board of Directors on the recommendations of the Audit Committee of the Company hasapproved and appointed M/s Khanuja Patra & Associates Cost Accountants Nagpur[Firm Registration No. 00214] as the Cost Auditors of the Company for the FY 2022-23 andhas also recommended their remuneration to the Shareholders (Members) for theirratification at the ensuing

Forty-Ninth (49th) Annual General Meeting of the Company.

(D) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 (as amended) the Board of Directors onthe recommendations of the Audit Committee of the Company has approved and appointed M/sNitin Alshi & Associates Chartered Accountants Nagpur as the Internal Auditors ofthe Company for the FY 2021-22.

The Internal Audit Finding/s and Report/s submitted by the saidInternal Auditors from time to time during the FY 2021-22 to the Audit Committee andBoard of Directors of the Company do not contain any adverse remarks and qualificationsis self-explanatory and do not call for any further explanation/s by the Company.

Further the Company has appointed M/s Nitin Alshi & AssociatesChartered Accountants Nagpur as the Internal

Auditors of the Company of FY 2022-23.

17. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form No. MR-3 submitted by M/s. VaibhavJachak & Co Company Secretaries Nagpur

[ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495]the Secretarial Auditors of the Company do not is self-explanatory and do not call forany further explanation/s by the containanyadverseremarksandqualifications

Company. The Secretarial Audit Report in Form No. MR-3 submitted by thesaid Secretarial Auditors of the Company for the FY 2021-22 is attached herewith as an Annex- E and forms part and parcel of the Board?s Report.

18. EXPLANATIONS IN RESPONSE TO AUDITORS? QUALIFICATIONS

The Audit Report/s submitted by the Statutory Auditors SecretarialAuditors Cost Auditors and Internal Auditors of the Company for the FY 2021-22 do notcontain any qualification or adverse remarks. The observations made by all the

Auditors in their respective Report/s are self-explanatory and as suchdo not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that the Company has duly complied andis in compliance with the applicable

Secretarial Standard/s namely Secretarial Standard – 1(‘SS-1?) on Meetings of the Board of Directors and Secretarial Standard - 2(‘SS-2?) on General Meetings during the FY 2021-22.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THEINSOLVENCY AND

BANKRUPTCY CODE 2016 (IBC)

During the FY 2021-22 under review no such event occurred by whichCorporate Insolvency Resolution Process can be initiated under the Insolvency andBankruptcy Code 2016 (IBC). As such no specific provided.

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2021-22 under review there is no occasion wherein theCompany failed to implement any Corporate

Action. As such no specific details are required to be given orprovided.

22. ANNUAL RETURN

The Annual Return of the Company as on 31st March 2022 in Form MGT - 7in accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 is available on the website of the Company at www.mmpil.com.

23. OTHER DISCLOSURES

(A) AUDITED FINANCIAL STATEMENTS STANDALONE & CONSOLIDATED

For the FY 2021-22 under review the Company has prepared the auditedfinancial statements on standalone as well as consolidated basis after incorporating theshare of profit or loss from its companies namely Star Circlips & Engineering Limitedand TOYAL MMP India Private Limited.

(B) MATERIAL DEVELOPMENT IN HUMAN RESOURCES

During the FY 2021-22 under review industrial relations remainedcordial. Employees? competencies and skills were enhanced by exposing them to severalinternal and external training programme/s. A number of measures were taken to improvemotivation level of employees. Additional efforts are continued to be implemented with aview to obtain commitment and loyalty towards the organisation.

(C) INDUSTRIAL RELATIONS HEALTH AND SAFETY

The departmental safety coordinators are identified formonitoring and training on safety related matter at shop-floor. Safety Committee and ApexCommittee are available for periodical review on health safety & environment of alldepartments. Regular training on safety is being organised for new appointee regularemployees & contract labour. Mock-drills are conducted for practical exposure to meetemergency need on regular basis. Hand book on safety awareness are distributed to allemployees.

(D) COST RECORDS

Pursuant to the provisions of Rule 8(5)(ix)(d) of the Companies(Accounts) Rules 2014 (as amended) the Board of Directors do confirm that the CentralGovernment has prescribed for maintenance of cost records under Section

24. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

24.1 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report (MDAR) on the affairs of the Company forthe FY 2021-22 as required under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (as amended) is provided in a separate section and formsan integral part of this Report.

24.2 CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company has duly complied with the SEBIGuidelines on Corporate Governance for the year 2021-22 relating to the ListingRegulations. A Certificate from M/s. Vaibhav Jachak & Co Company Secretaries Nagpur[ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495] confirmingcompliance with conditions as stipulated under Listing Regulations is annexed to theCorporate Governance Report of the Company.

24.3 SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board ofNational Stock Exchange of India Limited. There was no occasion wherein the equity sharesof the Company have been suspended for trading during the FY 2021-22.

OTHER MATTERS

(A) DEMATERIALISATION OF SHARES

As on 31st March 2022 the entire 100% issued subscribed and paid-up sharecapital i. e. 25402613 equity shares of the Company were held in dematerialised formthrough depositories namely National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES

The Company has duly paid the requisite annual listing fees for the FY 2022-23 to theNational Stock Exchange of India Limited (NSE). The Company has also duly paid therequisite annual custodian and other fees for the FY 2022-23 to the National SecuritiesDepository Limited (NSDL) and Central Depository Service (India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDERTRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company has complied with the:-

(i) Code of Conduct of Business Principles and Conduct;

(ii) Code of Prevention of Insider Trading in MMP securities by the designated persons(insider) (as amended from time to time);

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Risk Management Policy;

(vii) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations2015);

(viii) Policy for determining of ‘material? Subsidiary (Regulation 16 of theSEBI (LODR) Regulations 2015);

(ix) Policy on materiality of related party transaction/s and on dealing with relatedparty transactions (Regulation 23 of the SEBI (LODR) Regulations 2015); and

(x) Policy for determination of materiality based on specified criteria andaccordingly grant authorisation for determination of materiality of events (Regulation 30of the SEBI (LODR) Regulations 2015).

The aforesaid code/s and policy(ies) are available on theCompany?s website www.mmpil.com.

25. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THEWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

MMP Industries Limited ("the Company") has in place anAnti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees etc.) are coveredunder this Policy.

The following is a summary of sexual harassment complaints received anddisposed of during the FY 2021-22:-

(a) Number of complaints pending at the beginning of the year NIL
(b) Number of complaints received during the year NIL
(c) Number of complaints disposed off during the year NIL
(d) Number of cases pending at the end of the year NIL

The Certificate by the Managing Director and Whole-time Director of theCompany to that effect is enclosed herewith as an Annex G and forms part of thisreport.

ENCLOSURES

Annex – A Form No. AOC-1 – Information or Details about the Associate Companies of the Company
Annex – B Form No. AOC-2 – Information / Details of contracts or arrangements or transactions not at arm?s length basis and/or the details of contracts or arrangements or transactions at arm?s length basis
Annex – C Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details
Annex – D Report on Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Annex – E Secretarial Audit Report in Form No.MR-3
Annex – F Business Responsibility Report
Annex – G Certificate on Sexual Harassment of Women at the Work place and its Prevention Prohibition & Redressal

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude for the co-operationand assistance received from National Stock Exchange of India Limited (NSE) SecuritiesExchange Board of India (SEBI) Auditors Advisors & Consultants other Intermediaryservice provider/s and other Investor/s for their continuous support for the working ofthe Company.

The Board of Directors also take this opportunity to extend its sincerethanks for co-operation and assistance received by the Company from the Central –State – Local Government and other regulatory authorities Bankers and Members.

The Directors also record their appreciation of the dedication of allthe employees at all levels for their support and commitment to ensure that the Companycontinues to grow.

For and on behalf of the Board
Arun Raghuvirraj Bhandari Lalit Bhandari
Place: Nagpur Managing Director Whole-time Director
Date: 15th July 2021 DIN - 00008901 DIN - 00010934

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