Maharashtra Polybutenes Ltd Directors Report.

Dear Members

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 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 head Reserves and Surplus.

1. PERFORMANCE FOR THE FINANCIAL YEAR 2015-2016

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

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

In the past the Company had entered into an understanding with a related party to develop Industrial Park / Gala on the excess land of the Company. The said Party had to pay the Company an advance of Rs. 4,25,00,000 in the F.Y. 2013-14 and Rs. 10,50,00,000 in the F.Y. 2014-15 respectively. These receipts were accounted for as Industrial Park Receipts in respective years on accrual basis. Since the Company didnt receive the said advance, these receipts amounting to Rs. 14,75,00,000 have been reversed during the year.

The Company had taken working capital loans from Central Bank of India. Due to Companys inability to service the interest the bank has classified the debts as Non Performing Asset (NPA) as per the RBI guidelines. The management is taking appropriate action to resolve this matter.

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

The Company has achieved a turnover of Rs. 827.13 Lakhs for the year ended March 31, 2016 as against Rs. 772.80 Lacs for the previous year. The year didnt witness growth in operation due to non-availability of raw material, crash in commodity prices and overall economic conditions. The Company expects better performance in the current year with good capacity utilisation.

2. DIVIDEND

Due to the losses and current financial situations, the Board of Directors cannot propose a Dividend for the financial year.

3. FIXED DEPOSIT

During the year the Company has not accepted any Fixed Deposits within the meaning of any 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 Companys manufacturing activities were badly affected due to crash of commodity prices and short supply of raw material. However, for the current year the company has a target to outperform previous years production level as the availability of raw material is improving.

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

With a view to address the financial strains, the management is foraying in to tapping on alternate sources of long term funds and utilization of excess assets. The management has identified excess land owned by the company and has proposed to develop industrial gala or technology park on this excess land. For this purpose, the company is in the process of entering into an understanding with a company, which is also a related party. The Company has approached Maharashtra Industrial Development Corporation (MIDC) for necessary 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 for re-appointment at the forthcoming Annual General Meeting.

The Company has received declaration from all the independent directors of the company confirming 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, 2013 under section 149(6).

During the year under review Mr. Suresh Thakur was appointed as Chief Financial Officer of 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. Trupti Shewale, who resigned from the Company.

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

The report on Corporate Governance contains information on various Board and committees meetings 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 part of this Annual Report.

7. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information are adequate and are operating effectively; and

f. The directors had devised proper systems to ensure compliance with the provisions of all 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 in excess of the limits prescribed under the provision of section 197 of the Companies Act, 2013, read with sub-rule (2)of rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. STATUTORY AUDITORS

In 26th AGM held on September 30, 2015 M/s B K G & Associates, Statutory Auditors of the Company, have been appointed till the conclusion of Annual General Meeting to 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 the ensuing AGM for their appointment as Statutory Auditors for the financial year 2016-2017.

10. DIRECTOR COMMENT ON AUDITORS REPORT

The observations made by the Auditors in their report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your 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 (Cost Records and Audit) Amendments Rules, 2014.

12. SECRETARIAL AUDIT

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

13. PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES

All the transactions entered into by the Company with related parties were in ordinary course of business and were at arms length. Transactions with related parties are conducted in a transparent manner and the rules are complied by. Since all the related party transactions were entered by the Company in ordinary course of business and were at arms 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 para number 16 of Notes to accounts annexed with Note number 28 annexed with Balance Sheet and Profit and Loss Account.

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013 read 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 the corporate ethics, professionalism and transparency. As per Regulation 34 (3) SEBI (LODR) Listing Regulation, 2015, a separate section on Corporate Governance forms part of the Annual Report. Pursuant to Regulation 34 (3) a certificate from the Statutory Auditors of the Company and a Certificate under 17 (8) SEBI (LODR) Listing Regulation, 2015 from the C.E.O. and C.F.O., confirming the compliance of conditions of corporate governance are also attached to this Report.

17. EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial relations with the employees during the Year under review and the Management wishes to place on record its sincere appreciation of the efforts 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 with both the depositories namely CDSL and NSDL.

20. BOARD MEETINGS

During the year under review four Board meetings were held. The dates on which the meetings were held are May 28, 2015, August 12, 2015, November 14, 2015 and February 13, 2016.

21. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

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

22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility (CSR) are not applicable to the Company. However, your Company appreciates the 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 Nomination and 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 Protection Fund.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION 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 sexual harassment. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2015-16.

26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

27. SUBSIDIARY, JOINTVENTURE AND ASSOCIATE COMPANY

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

28. RISK MANAGEMENT POLICY

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

29. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments Department, Civic Corporation and authorities, Banks, Customers, Suppliers, Associates, Vendors and Members during the year under review. The Directors also wish to thank and place on record their appreciation for all the employees for their committed and sincere services and continued cooperation 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 THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 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 judicious usage of equipments.

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

(c) Impact of energy conservation measures :

Specific energy consumption of fuel oil per ton of steam generated and electricity consumption 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 New export markets for Products and Services and Export Plan:

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

(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 REGULATION 17 (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 year ended 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 any material fact nor contain any misleading statements.

2. These statements together present a true and fair view of the Companys affairs and are 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 by the Company during the year 2015-2016 which are fraudulent, illegal or which violates the Companys code of conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control system of the Company and disclosed to the Auditors and Audit Committee. Based on our most recent evaluation, 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 financial reporting 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 aware of and the involvement therein, of management or an employee having a significant role in the Companys internal control system.

6. We further declare that pursuant to regulation 17 to 27 of the SEBI (LODR) Listing Regulation, all Board Members and Senior Managerial Personnel have affirmed compliance with 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.