Mysore Petro Chemicals Limited
Your Directors have pleasure in presenting the Forty Eighth Annual Report together withthe Audited Statements of Accounts and the Auditors Report of your company for thefinancial year ended 31st March 2018 The financial statements are prepared inaccordance with Indian Accounting Standards (Ind AS'). In accordance with thenotification issued by the Ministry of Corporate Affairs your Company has adopted IndianAccounting Standards ("Ind AS") notified under the Companies (Indian AccountingStandards) Rules with effect from 1st April 2017.
1. FINANCIAL HIGHLIGHTS
The summary of Company's financial performance is given below:
| || ||(Rs In lakhs) |
|Particulars || |
Year Ended 31st March 2018
|Year Ended 31st March 2017 |
|Total revenue ||1656.77 ||3488.07 |
|Profit before interest depreciation & taxes ||677.72 ||706.26 |
|Depreciation ||78.21 ||293.23 |
|Finance cost ||6.84 ||120.10 |
|Profit before tax & exceptional item ||592.67 ||292.93 |
|Exceptional item ||6459.20 ||- |
|Provision for taxation ||1697.04 ||86.66 |
|Profit after tax ||5354.83 ||206.27 |
|Balance brought forward ||1867.06 ||1748.23 |
|Balance available for appropriation ||7221.89 ||1954.50 |
|Appropriation : || || |
|Proposed dividend for the financial year ||131.67 ||65.83 |
|Corporate dividend tax ||27.07 ||13.41 |
|Transferred to general reserves ||- ||- |
|Surplus retained in profit & loss account ||7159.54 ||1867.09 |
|EPS before exceptional item ||9.97 ||3.13 |
|After exceptional item ||81.34 ||- |
2. OPERATIONAL REVIEW
The Company is engaged in the trading of petrochemicals products. During the financialyear 2017-18 total revenue amounted to Rs1656.77 lakhs as compared to Rs 3488.07 lakhsin the previous year. Due to exceptional gain of Rs 6459.20 lakhs on account of sale ofMaleic Anhydride business the Profit After Tax rose to Rs 5354.83 lakhs as compared toprofit of
Rs 206.27 lakhs in 2016-17.
Your Directors are pleased to recommend dividend of Rs 2/- (20%) per equity share of Rs10/- each. The total outgo on account of dividend (including dividend distribution tax)for the current year amounts to Rs158.74 lakhs (previous year Rs 79.24 lakhs).
4. TRANSFER TO RESERVES
The undistributed profits amounting to Rs7159.94 lakhs is proposed to be retained inthe Statement of Profit & Loss.
5. DETAILS ABOUT CSR COMMITTEE POLICIES IMPLEMENTATION AND INITIATIVES
In accordance with the provisions of Section 135 of the Companies Act 2013 ("theAct") and the Rules framed thereunder the CSR Committee reviews and monitors theprojects and expenditures incurred by the Company. The Company was not able to spend theamount of
Rs 12.52 lakhs towards CSR and proposes to carry forward the same. The Report on CSRare annexed to the Directors' Report as "Annexure-A".
6. AUDITORS a. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedM/s. Makarand M Joshi and Associates Practicing Company Secretaries (CP No. 3662) toconduct the Secretarial Audit of the Company for the Financial Year 2017-18. The saidReport is annexed herewith as "Annexure-B".
The Secretarial Audit Report does not contain any qualification reservation or adverseremark. b. STATUTORY AUDIT
M/s MSKA & Associates were appointed as Statutory Auditors of the Company by themembers of the Company at the 47th annual general meeting.
Pursuant to the amendment to Section 139 of the Act vide Companies (Amendment) Act2017 the proviso relating to the ratification of the appointments of the StatutoryAuditors at every annual general meeting has been removed.
In accordance with the above provisions the ratification of the appointments of theStatutory Auditors shall not be placed at the ensuing annual general meeting.
7. DIRECTORS AND KEY MANAGERIAL PERSONNELS
On the recommendation of the Nomination & Remuneration Committee and in accordancewith the provision of the Act read with Rules framed thereunder the Board of Directorsappointed Shri M M Dhanuka as Managing Director & CEO of the Company for a period of 3years with effect from 14th August 2018; subject to the approval of theMembers. In accordance with the provisions of Section 152 of the Act read with Companies(Management & Administration) Rules 2014 Shri Nikunj Dhanuka retires by rotation atthe ensuing Annual General Meeting of the Company and offers himself for reappointment.
As stipulated under the Regulation 36(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") brief resume of the Directors proposed to be appointment/re-appointedis given in the Notice convening 48th Annual General Meeting.
b) Change in Key Managerial Personnel
Shri Anand Kadkol tendered his resignation from the post of Company Secretary w.e.f 19thJanuary 2018. The vacancy caused by his resignation was filled by the appointment of Ms.Pragati Nathani w.e.f 14th February 2018.
c) Number of Meetings of the Board
During the year four Board Meetings were convened and held which are disclosed in theReport on Corporate Governance forming part of the Annual Report of the Company
d) Performance Evaluation of the Board
As stipulated by the Code of Independent Directors pursuant to Act and the SEBI ListingRegulations a separate meeting of the Independent Directors of the Company was held toreview the performance of Non-independent Directors (including the Chairman) and theentire Board. The Independent Directors also reviewed the quality content and timelinessof the flow of information between the Management and the Board and its Committees whichis necessary to effectively and reasonably perform and discharge their duties.
All Independent Directors have given their respective declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act.
8. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanation obtained by us in terms of Section 134(3)(c) of the Act we state: a) that inthe preparation of the annual financial statements for the year ended 31st March2018 all the applicable accounting standards have been followed and no materialdepartures have been made from the same; b) that appropriate accounting policies have beenselected and applied consistently and have made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year ended 31st March 2018 and of theprofit of the Company for that year; c) that proper and sufficient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing/detecting fraud andother irregularities; d) that the annual financial statements have been prepared on agoing concern basis; e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; f) that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.
9. TRANSFER OF SHARES TO IEPF
In compliance with the provisions of Section 124(6) of the Act read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("the
IEPF Rules") and amendments thereto during the year the Company has transferred84803 shares to IEPF Authority in respect of shares on which dividend has not been paidor claimed for seven consecutive years.
Members whose shares are so transferred can claim their dividend and shares from theIEPF authority by filing Form IEPF-5 at www.iepf.gov.in. Member should also note that onlyone consolidated claim can be filed in a financial year as per the IEPF Rules. Members areadvised to claim any un-encashed dividends.
The Company Secretary of the Company has been designated as the Nodal Officer who canbe contacted for any guidance/assistance to claim the dividend and shares from IEPFAuthority.
10. PHTHALIC ANHYDRIDE (PA) PLANT
The PA Plant at Raichur Karnataka was closed down in 2013 and the final settlementwith some of the workmen is in progress.
11. CONTRIBUTION TO THE EXCHEQUER
The Company has contributed Rs1697.04 lakhs to the exchequer on account of income taxGST service tax etc.
12. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the Act andRegulation 23 of SEBI Listing Regulations during the financial year were in the ordinarycourse of business and on an arm's length basis and do not attract the provisions ofSection 188 of the Act. The details as required to be provided under Sec 134 of the Actare disclosed in Form AOC-2 as "Annexure-C'' and forms part of this report.
13. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 is annexed herewith as "Annexure-D"to the
14. VIGIL MECHANISM
The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any. The details of the Policy is explained in the Corporate GovernanceReport and also posted on the Company's website www.mysorepetro.com. There was no fraud orirregularity noticed during the year under review.
15. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS
The Company has not given any guarantee or advanced any loans pursuant to theprovisions of Section 186 of the Act. Details of investments made by the Company have beengiven in the notes to the Financial Statements.
The Company has not accepted any deposits from the public during the year under review.No amount on account of principal or interest was outstanding as at 31st March2018.
17. PARTICULARS OF EMPLOYEES AND REMUNERATION
During the year there are no employees who are in receipt of the remunerationexceeding the limit specified in Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
The information relating to remuneration in respect of directors/employees of theCompany as required pursuant to Section 197(12) of the Act read with Rule 5 of theCompanies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided tothe members upon request.
18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption is not applicable tothe Company. During the year under review the foreign exchange outgo was Rs 321.61 lakhs(previous year Rs 466.82 lakhs)
19. REPORT ON CORPORATE GOVERNANCE
The Company has taken the requisite steps to comply with the recommendations concerningCorporate Governance. The disclosures as required under Schedule V to the SEBI ListingRegulations together with a certificate from the auditors of the Company regardingcompliance of conditions of Corporate Governance forms part of to this Annual Report.
20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN
The Company has adopted a policy on prevention and redressal of sexual harassment atwork place in accordance with the provisions of Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013. No complaints of sexual harassment werereceived during the year.
21. CAUTIONARY STATEMENT
Statements made in this report describes the Company's objectives projections andestimates and may be forward looking and are stated as required by applicable laws andregulations. Actual results may differ substantially or materially from those expressed orimplied. Important developments that could affect the Company's operations include marketconditions Government regulations exchange rate fluctuations interest and other costs.
The Directors gratefully acknowledge all stakeholders of the Company viz. customersmembers banks etc. for their continued support.
| ||For and on behalf of the Board of Directors |
| ||M M Dhanuka |
|Mumbai ||Chairman & Managing Director |
|29th May 2018 ||DIN - 00193456 |