Mitsu Chem Plast Ltd Directors Report

The Board of Directors ("Board") of the Company have great pleasure in presenting the 36^th Annual Report and Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31 2024.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31 2024 is summarised below:

( in lakhs)

Particulars	2023-24	2022-23
Total Income	31,228.31	30,932.98
Profit Before Interest and Depreciation & Tax	2,567.29	2,659.25
Other Income	103.32	35.53
Interest & Finance Costs	879.79	683.47
Depreciation & Amortisation and Impairment	601.84	527.96
Profit Before Tax & Exceptional Items	1,188.98	1,483.35
Tax Expenses	302.76	302.89
Profit After	886.22	1,180.46
Other Comprehensive Income (Net of Taxes)	(8.18)	(5.76)
Total Comprehensive Income	878.04	1,174.70
Earnings Per Share
Basic	7.12	9.78
Diluted	7.10	9.78

OVERVIEW OF COMPANY PERFORMANCE

Total Income and Operating Profitfor the year under review amounted to 31,228.31 lakhs and 2,567.29 lakhs respectively as compared to 30,932.98 lakhs and 2,659.25 lakhs, in the previous financial year The Net Profit of the Company, for the FY under review was decreased to 886.22 lakhs as against 1,180.46 lakhs during the previous year 2022-23.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE ACT

There is no amount proposed to be transferred to General Reserves for the 2023-24.

DIVIDEND

In line with the practice of returning the surplus funds to shareholders and based on the Companys performance, the Board at their meeting held on May 16 2024, recommended a final dividend of 0.20/- per equity share of the face value of 10 each (@ 2%) for the 2023-24, which is subject to approval of the members at the ensuing Annual General Meeting ("AGM") of the Company. The dividend, if approved at the AGM, will be paid subject to deduction of tax at source to those shareholders.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remains unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund. Details of unpaid/unclaimed dividend for the previous years can be viewed on the Companys website at www.mitsuchem.com.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the Company during the FY under review.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

Mitsu Foundation was incorporated under the provisions of Section 8 of the Companies Act, 2013 on October 18 2021, as a Wholly owned Subsidiary ("WoS"). Mitsu Foundation is the Implementing Agency for undertaking the CSR activities of the Company.

The objectives of Mitsu Foundation includes working in areas of eradication of hunger, poverty, and malnutrition, promoting healthcare, promoting education, helping different. abled persons, promotion of gender equality, empowerment of women, promoting sports and related training, upliftment of poor and backward classes etc. The purpose of incorporating WoS is not to generate profit or any economic benefit for the Parent.

There is no exposure, or rights, to variable returns from involvement with the WoS. Thus, as per Para 7 of Ind AS 110, the Company was not required to prepare consolidated financial statements.

The salient features of the financial statement of WoS in the prescribed Form AOC-1 forms part of this Report as "Annexure I".

The Company does not have any Joint venture or an Associate Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the 2023-24 and the date of this report.

SHARE CAPITAL

The Companys paid-up Equity Share Capital increased to 1,282.71 lakhs as on March 31 2024.

During the FY under review, the Company has not bought back any of its securities or issued any Sweat Equity Shares or provided any Stock Option Scheme to the employees.

RIGHTS ISSUE OF EQUITY SHARES

During the FY under review, the Company allotted 15,09,075 partly paid-up Equity Shares at a price of 144 /- each including a share premium of 134, out of which 72/- (Rupees Seventy two only) per Right Equity Share has been paid-up on application and the balance 72 (Rupees Seventy two only) per Rights Equity Share which constitutes 50% of the Issue Price, be received in one or subsequent call, as may be decided by Board/ Rights issue and Allotment Committee of the Board, with such terms and conditions as may be decided by the Board / Rights Issue and allotment Committee from time to time, to the eligible applicants on March 11 2024, pursuant to the Right issue.

FURTHER ISSUE OF EQUITY SHARES

During the year under review, in respect of proposed Further Public Offer of 125 crore ("FPO") approved by the Shareholders on March 22 2022, the Company had filed draft Red Herring Prospectus on July 05 2022 with Securities Exchange Board of India ("SEBI") and in this regard, SEBI has issued Final Observation Letter on October 11 2022. However, after thorough deliberation and consideration of various factors, including market conditions and strategic priorities, the Board decided not to proceed with the FPO.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for 2023-24, is available on the Companys website at www.mitsuchem.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board

The Board of the Company is duly constituted in accordance with the requirements of the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). During the year under review, there were no changes in the Composition of the Board.

Retirement by rotation

Mr. Sanjay Dedhia (DIN: 01552883), Managing Director of the Company retires by rotation at the forthcoming AGM in accordance with provisions of Section 152 of the Act and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

The brief resume and other details relating to Mr. Sanjay Dedhia who is proposed to be re-appointed, as required in accordance to Regulation 36(3) of the Listing Regulations and Secretarial Standard -2 on General Meetings issued by Institute of Company Secretaries of India, is furnished in the Notice of the 36^th AGM.

Number of meetings of the Board

During the year, Four Board meetings were convened and held in accordance with the provisions of the Act and the details of which are given in the Corporate Governance Report, which forms a part of this Report.

Board Performance Evaluation

Pursuant to the provisions of the Act and the applicable provisions of the Listing Regulations, the annual performance evaluation was carried out for the FY 2023 -24 by the Board in respect of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture,execution and performance of specific duties, obligations and governance was prepared and circulated after taking into consideration the Guidance note issued by SEBI vide circular no, CMD/ CIR/P/2017/004 dated 05.01.2017.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as guidance/ support to management outside Board/ Committee meetings, degree of fulfilment of key responsibilities, effectiveness of meetings etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Board expressed their satisfaction with the evaluation process.

Independent Directors

The Company has received declarations from all the Independent Directors of the Company affirming compliance with the criteria of independence laid under the provisions of Section 149(6) of the Act and under Regulation 16 (1)(b) of Listing Regulations.

As per the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019, all the Independent Directors of the Company have registered with the Indian Institute of Corporate Affairs for inclusion of their names in the comprehensive depository maintained by the Ministry of Corporate Affairs.

As stipulated by the Code of Independent Directors pursuant to the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 03 2024 inter alia to:

(i) Evaluate the performance of Non-Independent directors and the Board as a whole;

(ii) Evaluate the performance of the Chairman and Managing Directors of the Company; and

(iii) Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

Familiarisation Program for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company. The details of the training and familiarisation program are provided in the Corporate Governance Report forming part of this Report.

Key Managerial Personnel

As on March 31 2024, Mr. Manish Dedhia, Managing Director & Chief Financial Officer and Ms. Ankita Bhanushali, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

COMMITTEES OF THE BOARD

With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted various committees. The statutorily mandated committees constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The Committees have been mandated to operate within their terms of reference, approved by the Board to focus on the specific issues and on diverse matters.

The composition, committee meeting held, terms of reference and other details of the above mentioned committees are provided in the Corporate Governance Report forming part of this Report.

Whistle Blower Policy /Vigil Mechanism

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct and provide adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Companys website at www.mitsuchem.com.

Remuneration Policy

Pursuant to the provision of Section 178 of the Act and Regulation 19 of Listing Regulations, the Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy relating to remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The said policy is available on the website of the Company at www.mitsuchem.com.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors of the Company state and confirm a. in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards had been followed and there are no material departures from the same; 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 as at March 31 2024 and of the profit and loss of the Company for that period; c. the directors had taken proper and sufficientcare 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; to be followed . the directors had laid down internal financial by the Company and that such internal financial controls are adequate and were 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.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31 2024 have been disclosed in the Notes to the Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the Corporate Social Responsibility ("CSR") drive, the Company, through the Corporate Social Responsibility Committee of Board of Directors, has undertaken projects in accordance with Schedule VII of the Act and the Companys CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as ‘Annexure-II which forms a part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as below:

A. CONSERVATION OF ENERGY

The Company is making continuous efforts on ongoing basis to conserve the energy by adopting innovative measures to reduce wastage and optimise consumption. Some of the specific measures

(i) Steps taken or impact on conservation of energy:

The Company has taken various initiatives to conserve the energy by adopting innovative measures to reduce wastage and optimise consumption

A) TOC concept

1) Optimisation of Cycle time by all means

2) Reduce setup time by implement SMED concept

3) Logical Buffer Management

4) Supply Chain Management

5) Exploitation

(ii) Steps taken by the Company for utilising alternate sources of energy including waste generated: NIL

(iii) The capital investment on the energy conservation equipments: NIL

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

(i) The efforts made towards technology absorption:

The steps taken by the Company are:

1. 1) STP (Sewage Treatment Plant) is installed in Units for water conservation of capacity 15 KL/ day which is get used for gardening, toilet flush etc.

2. Automatic Sensor based Air curtain installed in Units to save electricity consumption;

3. ISBM (CYPET MACHINE NO.1) is under commissioning for new product development. This is new segment of PET bottles added in our basket;

4. Deflashing machines (3 nos.) to reduce man efforts and to improve quality.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Reduction in cycle time using DOE (Design of Experiment) which improved productivity 1% to 2%.

(iii) The details of Imported Technology (imported during the last three years reckoned fromthebeginningofthefinancialyear): Not Applicable.

(iv) The expenditure incurred on Research & Development: 24.67 lakhs

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars	Amount ( In lakhs)
Foreign exchange earnings	70.34
Foreign exchange outgo	8,591.72

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the "Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities" of the Company ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ‘legitimate purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The Code is available on the Companys website at www.mitsuchem.com.

The Company Secretary appointed serve as the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code. Matters related to insider trading code are reported to the Audit Committee.

RISK MANAGEMENT

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimisation procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC")

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, and material orders passed by the there are no significant Regulators/Courts that would impact the going concern status of the Company and its future operations.

AUDITORS

a) Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W) were appointed as Statutory Auditor of the Company at the 32nd Annual General Meeting held on September 09 2020, for a period of five (5) consecutive years from the conclusion of that AGM till the conclusion of the 37th AGM.

M/s. Gokhale & Sathe, Chartered Accountants have submitted their Report on the financial statements of the Company for the FY ended March 31 2024, which forms part of this Report and it does not contain any reservation, qualification or adverse remark. The comments in the Auditors Report read with notes to the accounts are self-explanatory.

b) Secretarial Auditor & their Report of

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Haresh Sanghvi, Practicing Company Secretary (CoP No. 3675), for conducting Secretarial Audit of the Company for the FY ended on March 31 2024.

Secretarial Audit Report issued by Mr. Haresh Sanghvi in Form MR-3 forms part to this Report as "Annexure- III". The said report does not contain any observation or qualification requiring explanation or adverse remark.

A Secretarial Compliance Report for the FY ended March 31 2024 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Haresh Sanghvi, Practising Company Secretary, and submitted to the stock exchange.

c) Internal Audit

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Companys internal auditors have furnished quarterly reports which were pursued by Audit committee as well as Board of Directors.

d) Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company has adopted a Sexual Harassment Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy is available at the Company and theRegisteredOffice is accessible to all the employees of the Company. The Company has not received any complaint during the FY under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 read with Schedule V of the Listing Regulations is annexed to this Report as "Annexure-IV".

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Report as "Annexure V".

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiencyand adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure VI".

During 2023-24, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BUSINESS RESPONSIBILITY AND SUSTINABLE REPORTING (BRSR)

As stipulated under regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the business responsibility and sustainability report describing the initiatives taken by the Company from an environmental, social, and governance perspective is enclosed and forms part of the annual report as Annexure VII".

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalisation. The Company is Voluntarily adopting the same.

STATUTORY COMPLIANCE

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director. The Company ensures compliance of the Companies Act, 2013; Listing Regulations and various statutory authorities on quarterly basis in the Board Meeting. Compliance with Secretarial Standards During the year under review, the Company has complied with all the applicable mandatory Secretarial Standards.undertheActduringtheFY

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards

APPRECIATION & ACKNOWLEDGEMENTS

The Board wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

	For and on behalf of the Board of Directors of
	Mitsu Chem Plast Limited
	Jagdish Dedhia
Date: May 16 2024	Chairman & Whole-Time Director
Place: Mumbai	DIN: 01639945