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Mysore Petro Chemicals Ltd.

BSE: 506734 Sector: Others
NSE: MYSORPETRO ISIN Code: INE741A01011
BSE 00:00 | 21 Jan 108.60 -3.50
(-3.12%)
OPEN

108.15

HIGH

114.90

LOW

108.00

NSE 05:30 | 01 Jan Mysore Petro Chemicals Ltd
OPEN 108.15
PREVIOUS CLOSE 112.10
VOLUME 1273
52-Week high 142.50
52-Week low 52.80
P/E 9.76
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 108.15
CLOSE 112.10
VOLUME 1273
52-Week high 142.50
52-Week low 52.80
P/E 9.76
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mysore Petro Chemicals Ltd. (MYSORPETRO) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Fifty-First Annual Report together withthe Audited Statements of Accounts and the Auditors Report of your Company for thefinancial year ended 31st March 2021.

1. Financial Result

The summary of Company's financial performance is given below:

(Rs. in lakhs)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Total Revenue 3272.26 2075.09
Profit before interest depreciation and taxes 773.14 529.13
Depreciation 60.15 63.44
Finance Cost 34.09 6.32
Profit before exceptional item and tax 678.90 459.37
Exceptional item (694.69) -
Provision for taxation 86.27 53.50
Profit/(Loss) aftertax (102.06) 405.87
Balance brought forward from previous year 7624.02 7376.88
Profit available for appropriation (102.06) 405.87
EPS before exceptional item 9.00 6.16
EPS after exceptional item (1.55) 6.16

2. Operational review

The Company is engaged in the trading of petrochemicals products. During the financialyear 2020-21 total revenue amounted to Rs. 3272.26 lakhs as compared to Rs. 2075.09lakhs in the previous year and the profit before exceptional item and tax is rose to Rs.678.90 lakhs as compared to Rs. 459.37 lakhs in 2019-20. During the year due to lossincurred by the Company on account of impairment of investment made by the Company thenet profit/(loss) after tax for FY 2020-21 stood at a loss of Rs 102.06 lakhs as againstprofit of Rs. 405.87 lakhs for the corresponding previous year.

3. Dividend

Your Directors are pleased to recommend dividend of Rs. 2/- (20%) per equity share ofRs.10/- each. The total outgo on account of dividend for the current year amounts toRs.131.67 lakhs (previous year Rs.131.67 lakhs).

4. Transfer to Reserves

Due to loss incurred by the Company no amount is proposed to be transferred toreserves.

5. Share Capital

The paid-up equity share capital of the Company as at 31st March 2021 wasRs.658.76 lakhs. During the year under review the Company has not issued any shares.

6. Deposits

The Company has not accepted any deposits from the public during the year under review.

7. Particulars of Loans Investments and Guarantee

Details of Loans Guarantee and Investment covered under the provision of the Section186 of the Companies Act 2013 are given in the notes to the Financial Statements

8. Corporate Social Responsibility (CSR)

The provision of CSR was not applicable to the Company during the financial year2020-21 as prescribed under Section 135 of the Companies Act 2013.

9. Management Discussion and Analysis

The Company has sold it Maleic Anhydride business in 2017. The Phthalic Anhydride plantat Raichur was shut down in 2013 due to economic unavailability.

Presently the Company is engaged in the trading of Orthoxylene Phthalic AnhydrideMaleic Anhydride Benzoic Acid and other petrochemical products.

Considering the ongoing Covid-19 pandemic the Company has not been able to identifyany new business opportunities. It is deemed necessary that the Company continues to carryon with its existing trading activities till such time it is able to explore newermarkets. Due to nature of the present activities the information related to segment wiseperformance industry structure and developments etc. are not applicable. There are nomaterial development in human resources. The report on review of financial performance hasalready been stated and disclosed.

The details of significant changes in the key financial ratios along with relevantexplanations are given below to the extent they are applicable:

Key financial ratio 2020-21 2019-20 % change Reason
Debtor Turnover 78 days 20 days 278 96 On account of Credit extended to few selected customers due to Covid-19
Interest Coverage Ratio 20.91 73.69 -71.62 On account of higher interest expense
Current Ratio 8.24 times 5.33 times 54.48 On account of increase in trade receivables
Net Profit Margin -3.12% 19.50% -116.00 On account of exceptional loss incurred by the Company due to impairment of investment
Return on Net Worth -1.16% 4.50% -125.81 On account of exceptional loss incurred by the Company due to impairment of investment

10. Director and Key Managerial Personnel a. Re-appointment of director

In accordance with the provision of Section 152 of the Act read with the Companies(Management and Administration) Rules 2014 Shri Nikunj Dhanuka (DIN: 00193499) retiresby rotation and being eligible has offered himself for re-appointment.

On the recommendation of the Nomination & Remuneration Committee and in accordancewith the provisions of the Act read with Rules framed thereunder the Board of Directorsappointed Shri M M Dhanuka (DIN: 00193456) as Managing Director of the Company for aperiod of 3 years with effect from 14th August 2021; subject to the approvalof the Members.

In the opinion of the Board of Directors of the Company all Independent Directorspossess high integrity expertise and experience including the proficiency to dischargetheir respective duties and responsibilities.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31 st March 2021 are: Shri M M Dhanuka Managing Director & CEOShri Nilesh Panchal Chief Financial Officer and Ms. Sejal Makwana Company Secretary.

b. Number of Meeting of the Board

During the year five Board Meetings were convened and held which are disclosed in theReport on Corporate Governance forming part of the Annual Report of the Company.

c. Performance Evaluation

As stipulated by the Code of Independent Directors pursuant to the Act and the SEBIListing Regulations a separate meeting of the Independent Directors of the Company washeld to review the performance of Non-independent Directors (including the Chairman) andthe entire Board. The Independent Directors also reviewed the quality content andtimeliness of the flow of information between the Management and the Board and itsCommittees which is necessary to effectively and reasonably perform and discharge theirduties.

All Independent Directors have given their respective declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act.

d. Remuneration Policy

The details of Remuneration policy forms part of the Corporate Governance Report.

The information relation to remuneration as required pursuant to Section 197 of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 ("the said Rules") are given below:

i. Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year -

Shri M M Dhanuka Managing Director & CEO - 23:1

ii. The Percentage increase in the remuneration of Managing Director Chief FinancialOfficer and Company Secretary for the Financial Year- Nil

iii. The percentage increase in the median remuneration of the employee in thefinancial year - Nil

iv. Number of permanent employees on the payrolls of the Company - 5

v. Average percentage increase made in the salaries of employees other than managerialpersonnel in the last financial year was Nil whereas the increase in the managerialremuneration was Nil.

Since no increment was given in the financial year 2020-21 the data pertaining to thepercentage increase in the remuneration of KMP median remuneration of employees andaverage percentage increase in salaries of employees other than the managerial personnelare not applicable.

It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

The information under the Rule 5(2) of the said Rules will be provided to the membersupon request in terms of the first proviso to Section 136 of the Act.

11. 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 in the preparation of the annual financial statements for the year ended 31stMarch 2021 all the applicable accounting standards have been followed and no materialdepartures have been made from the same;

b. that appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial yearended 31st March 2021 and of the loss of the Company for that year;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing/ detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

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 necessary approvals were obtainedwherever required.

The necessary disclosures regarding the transactions are given in the notes toaccounts.

13. Statutory Auditor

M/s MSKA & Associates were appointed as Statutory Auditors of the Company by themembers of the Company at the 47th AGM held on 7th September 2017for a period of five years commencing from the conclusion of 47th AGM till theconclusion of the 52nd AGM to be held in a year 2022.

14. Secretarial Audit

The Secretarial Audit Report for the year 2020-21 provided by M/s MMJB & AssociatesLLR Practicing Company Secretaries is annexed herewith as "Annexure-A".

15. Energy Conservation Technology Absorption and Foreign Exchange Earning 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 Nil (previousyear Rs. 506.31 lakhs).

16. 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 Practicing Company Secretaries of theCompany regarding compliance of conditions of Corporate Governance forms part of thisAnnual Report.

17. Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act the AnnualReturn of the Company as at 31st March 2021 is uploaded on the Company'swebsitewww.mvsorepetro.com/corporate-announcement/

18. Transfer of Unclaimed Dividend / Shares to IEPF

in accordance with the provisions of Sections 124125 of the Act read with the IEPF(Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referred to as"IEPF Rules") the amount of dividend or any other amount remaining unclaimed orunpaid fora period of seven years is required to be transferred to the IEPF Authority.Further all the shares in respect of which dividend remained unclaimed or unpaid forseven consecutive years or more shall also be transferred to the Demat account of theIEPF Authority.

in pursuance of the above Company had during the financial year 2017-18 transferredthe shares to IEPF Authority in respect of shares on which dividend has not been paid orclaimed for seven consecutive years.

Members whose shares are so transferred can claim their dividend and shares from the IEPF Authority by filing an online application through web-based Form I EPF-5 available atwww.mca.gov.in. Members are advised to claim any unencashed dividends.

It may be noted that the unclaimed dividend for FY 2013-14 declared on 1stAugust 2014 along with underling shares are due to be transferred to the IEPF on 6thSeptember 2021. Members who have not encashed the dividend warrant(s) from FY 2013-14onwards may forward their claims to the Company / RTA before 1st September2021 to avoid any transfer of dividend or shares to the IEPF Authority. Communication isbeing sent to the members who have not yet claimed dividend for the year 2013-14requesting them to claim the same as well as unpaid dividend if any for the subsequentyears.

The Company has uploaded the details of unclaimed dividend on the Company's website atwww.mvsorepetro.com/investor-information/ and the same is also available on the website ofthe Ministry of Corporate Affairs http://www.iepf.aov.in/IEPF/services.html

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.

19. Contribution to the Exchequer

The Company has contributed ? 556.29 lakhs to the exchequer on account of income taxGST etc.

20. 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 www.mvsorepetro.com/corporate-aovernance/. Therewas no fraud or irregularity noticed during the year under review.

21. Prevention of Sexual Harassment

The Company is an equal opportunity provider and has zero tolerance in any form ormanner towards the sexual harassment of women at work place. In accordance with the SexualHarassment of Women at Work Place (Prevention Prohibition and Redressal) Act 2013 theCompany has formulated a policy on prevention prohibition and redressal of sexualharassment of women at work place.

No complaints pertaining to sexual harassment of women employees were received duringthe year.

22. 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.

23. Acknowledgement

Your Directors would like to express their appreciation for the co-operation andassistance received from the customers shareholders vendors bankers employees andother stakeholders for their continued support.

For and on behalf of the Board
M M Dhanuka
Place: Mumba Chairman & Managing Director
Date: 8th June 2021 DIN: 00193456

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