Mysore Petro Chemicals Ltd.
|BSE: 506734||Sector: Industrials|
|NSE: MYSORPETRO||ISIN Code: INE741A01011|
|BSE 00:00 | 14 May||75.35||
|NSE 05:30 | 01 Jan||Mysore Petro Chemicals Ltd|
Mysore Petro Chemicals Ltd. (MYSORPETRO) - Director Report
Company director report
To the Members
Your Directors have pleasure in presenting the Forty Ninth Annual Report together withthe Audited Statements of Accounts and the Auditors Report of your Company for thefinancial year ended 31st March 2019.
2. Overview of Company's Financial Performance
The Company is engaged in the trading of petrochemicals products. During the financialyear 2018-19 total revenue amounted to र 4133.58 lakhs as compared to र 1656.77lakhs in the previous year and the Profit after tax fell to र 392.93 lakhs ascompared to profit of र 5354.83 lakhs in 2017-18.
Your Directors are pleased to recommend dividend of र 2/- (20%) per equityshare of र 10/- each. The total outgo on account of dividend (includingdividend distribution tax) for the current year amounts to र 158.74 lakhs(previous year र 158.74 lakhs).
4. Management Discussion and Analysis
The Company has sold it Maleic Anhydride business to I G Petrochemicals Ltd. in 2017.The Phthalic Anhydride plant at Raichur was shut down in 2013 due to economicunavailability.
Presently the Company is engaged in the trading of Orthoxylene (OX) PhthalicAnhydride (PA) Maleic Anhydride (MA) Benzoic Acid (BA) and other petrochemical products.The Company is in the process of evaluating and exploring new markets for business.
5. Share Capital
The paid-up equity share capital of the Company as at 31st March 2019 was र658.76 lakhs. During the year under review the Company has not issued any shares.
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) Initiative
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. During the year 2017-18 the Companywas required to spend an amount of र 12.52 lakhs towards CSR activities asmandated under the CSR Policy of the Company read the Act and the Companies (CorporateSocial Responsibility Policy) Rules 2014. However the Company could only spend र2.00 lakhs towards the CSR activities and र 10.52 lakhs remained unspentand the same was carried forward and spent during the year 2018-19. The report on CSR isannexed as "Annexure-A".
9. Director and Key Managerial Personnels
In accordance with the provision of Section 152 of the Act read with the Companies(Management and Administration) Rules 2014 Shri S N Maheshwari retires by rotation andbeing eligible has offered himself for re-appointment.
Shri Shrikant Somani and Shri Anil Kochar were appointed as Independent Directors ofthe Company by the members at an Annual General Meeting held in 2014 for a period of fiveyears.
Smt. Uma Acharya was appointed as Independent Directors of the Company by the membersat an Annual General Meeting held in 2015 for a period of five years.
In accordance with the provisions of Section 149 of the Act the Independent Directorsshall be eligible to seek re-appointment for a second term of five years subject to theapproval of the members by special resolution. The said Independent Directors have giventheir consent for re-appointment.
The Company has received notices under Section 160 of the Act from a Member proposingthe re-appointment of Shri Shrikant Somani Shri Anil Kochar and Smt Uma Acharya asIndependent Directors of the Company. Approval of the Members are being sought by specialresolutions for reappointment as Independent Directors for a second term of fiveconsecutive years.
All I ndependent Directors of the Company have furnished declarations under Section149(7) of the Act confirming that they meet the criteria of independence laid down inSection 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Shri M M Jayakar resigned as Independent Director with effect from 27thMarch 2019 due to personal reasons. The Board places on record sincere appreciation forthe invaluable contribution and guidance of Shri M M Jayakar during his association withthe Company.
c. Number of Meetings of the Board
During the year six 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
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.
e. 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 - 26 : 1
ii. The Percentage increase in the remuneration of Managing Director Chief FinancialOfficer and Company Secretary for the Financial Year-
Shri M M Dhanuka Managing Director & CEO - 78%
Shri Nilesh Panchal Chief Financial Officer - 12%
Smt. Pragati Nathani Company Secretary - N.A.
iii. The percentage increase in the median remuneration of the employee in thefinancial year - 12%
iv. Number of permanent employee 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 12%.
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 the Section 136 of the Act.
10. 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 2019 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 2019 and of the profit 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.
11. 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 necessary disclosures regarding the transactions are given in the notes toaccounts.
12. Statutory Auditor
M/s MSKA & Associates were appointed as Statutory Auditors of the Company by themembers of the Company at the 47th AGM.
13. Secretarial Audit
The Secretarial Audit Report for the year 2018-19 provided by M/s. Makarand M Joshi andCo. Practicing Company Secretaries is annexed herewith as "Annexure-B". Thereport of the Auditor contains two qualifications on account of delay in submission of theproceedings of AGM which was due to a national holiday on 15th August 2018 andthe inadequacy of information in Management Discussion and Analysis was due to closure ofmanufacturing operations.
14. 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 र 192.39lakhs (previous year र 321.61 lakhs)
15. 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 this Annual Report.
16. Annual Return
The Annual Return of the Company in form MGT-7 for the year 2018-19 is available on thewebsite of the Company and can be accessed at www.mysorepetro.com
17. Transfer to Reserves
The undistributed profits amounting to र 234.19 lakhs is proposed to beretained in the Statement of Profit & Loss.
18. Subsidiaries Joint Ventures and Associate Companies
During the year under review the Company has entered into joint venture arrangementwith Blue Lotus International Limited by purchasing 5 shares in it.
19. 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 Company had during the financialyear 2017-18 transferred the shares to IEPF Authority in respect of shares on whichdividend has not been paid or claimed for seven consecutive years.
Members whose shares are so transferred can claim their dividend and shares from theIEPF authority by filing Form I EPF-5 at www.iepf.gov.in. Member should also note that only one consolidated claim can be filed in a financialyear as per the IEPF Rules. Members are advised 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.
20. Contribution to the Exchequer
The Company has contributed र 787.35 lakhs to the exchequer on account ofincome tax GST etc.
21. 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 or irregularity noticed during the year under review.
22. 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.
23. 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.
Your Directors would like to express their appreciation for the co-operation andassistance received from the customers shareholders vendors bankers financialinstitutions employees and other stakeholders for their continued support.