Mysore Petro Chemicals Ltd Directors Report.

To the Members,

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

1. Financial Result

The summary of Companys financial performance is given below:

(Rs. in lakhs)

Particulars Year ended 31st March, 2021 Year ended 31st March, 2020
Total Revenue 3,272.26 2,075.09
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 7,624.02 7,376.88
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 financial year 2020-21, total revenue amounted to Rs. 3,272.26 lakhs as compared to Rs. 2,075.09 lakhs 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 loss incurred by the Company on account of impairment of investment made by the Company, the net profit/(loss) after tax for FY 2020-21 stood at a loss of Rs 102.06 lakhs as against profit 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 of Rs.10/- each. The total outgo on account of dividend for the current year amounts to Rs.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 to reserves.

5. Share Capital

The paid-up equity share capital of the Company as at 31st March, 2021 was Rs.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 Section 186 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 year 2020-21 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 plant at Raichur was shut down in 2013 due to economic unavailability.

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

Considering the ongoing Covid-19 pandemic, the Company has not been able to identify any new business opportunities. It is deemed necessary that the Company continues to carry on with its existing trading activities till such time it is able to explore newer markets. Due to nature of the present activities, the information related to segment wise performance, industry structure and developments, etc. are not applicable. There are no material development in human resources. The report on review of financial performance has already been stated and disclosed.

The details of significant changes in the key financial ratios along with relevant explanations 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) retires by rotation and being eligible has offered himself for re-appointment.

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

In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency to discharge their respective duties and responsibilities.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 st March, 2021 are: Shri M M Dhanuka, Managing Director & CEO, Shri 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 the Report 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 SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was held to review the performance of Non-independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

All Independent Directors have given their respective declarations that they meet the criteria 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 the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the said Rules") are given below:

i. Ratio of the remuneration of each Director to the median remuneration of the employees 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 Financial Officer and Company Secretary for the Financial Year- Nil

iii. The percentage increase in the median remuneration of the employee in the financial 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 managerial personnel in the last financial year was Nil whereas the increase in the managerial remuneration was Nil.

Since no increment was given in the financial year 2020-21, the data pertaining to the percentage increase in the remuneration of KMP, median remuneration of employees and average percentage increase in salaries of employees other than the managerial personnel are not applicable.

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

The information under the Rule 5(2) of the said Rules will be provided to the members upon 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 and explanation 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 31st March, 2021, all the applicable accounting standards have been followed and no material departures have been made from the same;

b. that appropriate accounting policies have been selected and applied consistently and have 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 ended 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 adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place 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 and Regulation 23 of SEBI Listing Regulations during the financial year were in the ordinary course of business and on an arms length basis and necessary approvals were obtained, wherever required.

The necessary disclosures regarding the transactions are given in the notes to accounts.

13. Statutory Auditor

M/s MSKA & Associates were appointed as Statutory Auditors of the Company by the members of the Company at the 47th AGM held on 7th September, 2017, for a period of five years commencing from the conclusion of 47th AGM till the conclusion 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 & Associates LLR 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 to the Company During the year under review, the foreign exchange outgo was Nil (previous year Rs. 506.31 lakhs).

16. Report on Corporate Governance

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. The disclosures as required under Schedule V to the SEBI Listing Regulations together with a certificate from the Practicing Company Secretaries of the Company regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

17. Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company as at 31st March, 2021 is uploaded on the Companys websitewww.mvsorepetro.com/corporate-announcement/

18. Transfer of Unclaimed Dividend / Shares to IEPF

in accordance with the provisions of Sections 124,125 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 or unpaid 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 for seven consecutive years or more, shall also be transferred to the Demat account of the IEPF Authority.

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

Members whose shares are so transferred can claim their dividend and shares from the I EPF Authority by filing an online application through web-based Form I EPF-5 available at www.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 1st August, 2014 along with underling shares, are due to be transferred to the IEPF on 6th September, 2021. Members who have not encashed the dividend warrant(s) from FY 2013-14, onwards may forward their claims to the Company / RTA before 1st September, 2021, to avoid any transfer of dividend or shares to the IEPF Authority. Communication is being sent to the members who have not yet claimed dividend for the year 2013-14, requesting them to claim the same as well as unpaid dividend, if any, for the subsequent years.

The Company has uploaded the details of unclaimed dividend on the Companys website at www.mvsorepetro.com/investor-information/ and the same is also available on the website of the 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 can be contacted for any guidance/assistance to claim the dividend and shares from IEPF Authority.

19. Contribution to the Exchequer

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

20. Vigil Mechanism

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the Companys www.mvsorepetro.com/corporate-aovernance/. There was 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 or manner towards the sexual harassment of women at work place. In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work place.

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

22. Cautionary Statement

Statements made in this report describes the Companys objectives, projections and estimates and may be forward looking and are stated as required by applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations include market conditions, Government regulations, exchange rate fluctuations, interest and other costs.

23. Acknowledgement

Your Directors would like to express their appreciation for the co-operation and assistance received from the customers, shareholders, vendors, bankers, employees and other 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