Mysore Petro Director Discussions


<dhhead>DIRECTORS’ REPORT</dhhead>

To the Members,

Your Directors have pleasure in presenting the Fifty-Third Annual Report together with the Audited Financial Statements and the Auditors Report of your Company for the financial year ended 31 st March, 2023.

1. Financial Results

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

Particulars

Year ended 31st March, 2023

Year ended 31st March, 2022

Total Revenue

3,107.09

3,515.63

Profit before interest, depreciation and taxes

552.44

1,150.26

Depreciation

42.71

59.44

Finance Cost

58.31

25.64

Profit before exceptional item and tax

451.42

1,065.18

Provision for taxation

42.54

190.04

Profit after tax

408.88

875.14

Earnings per share (Rs)

6.21

13.29

2. Operational review

 The Company is engaged in the trading of petrochemicals products. During the financial year 2022-23, total revenue amounted to 3,107.09 lakhs as compared to 3,515.63 lakhs in the previous year and the profit before tax is 451.42 lakhs as compared to 1,065.18 lakhs in 2021-22. The net profit after tax for FY 2022-23 is 408.88 lakhs as against profit corresponding previous year. of 875.14lakhsforthe

3. Dividend

 Your Directors are pleased to recommend a dividend @ 25% i.e. of 2.50/- per equity share of 10/- each. The total outgo on account of dividend for the current year amounts to 164.59 lakhs (previous year 164.59 lakhs).

4. Transfer to Reserves

 The Company do not propose to transfer any amount to General Reserves.

5. Share Capital

 The paid-up equity share capital of the Company as at 31st March, 2023 was 658.76 lakhs. During the year under review, the Company has not issued any shares.

6. Material changes and commitments affecting the financial position of the Company that occurred between end of the financial year and the date of this report

 There were no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to which these financial statements relate and the date of this report.

7. Deposits

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

8. Particulars of Loans, Guarantee and Investments

 Details of Loans, Guarantee and Investments covered under the provision of the Section 186 of the Companies Act, 2013 (“the Act”) are given in the notes to the Financial Statements.

9. Corporate Social Responsibility (CSR)

The functions of the CSR Committee are performed by the Board of Directors of the Company, as the Company is not required to constitute a separate CSR Committee. The CSR obligations of the Company for the year 2022-23 was 9.78 lakhs which was spent towards education, distribution of food and poverty eradication.

 An annual report on CSR activities containing prescribed details is annexed herewith as “Annexure-I”. The CSR Policy of the Company can be accessed at www.mysorepetro.com/csr/

10. Management Discussion and Analysis

 The Company has sold its Maleic Anhydride business in 2017. The Phthalic Anhydride plant at Raichur was shut down in 2013 due to it being economically unviable.

 Presently, the Company is engaged in the trading of Orthoxylene, Phthalic Anhydride, Maleic Anhydride, Benzoic Acid and other petrochemical products. Along with the existing business of trading, the Company is in the process of setting up of grain-based Distillery of Ethanol for Ethanol Blending Program with the Oil Marketing Company (OMC) with a capacity of 200 KLPD at its Raichur plant located at Karnataka. In view of the ongoing activities, the information related to segment wise performance, opportunities and threats, industry structure and developments, etc. are not applicable. There were 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 the extent they are applicable:

Key financial ratio

2022-23

2021-22

% change

Reason

Current Ratio

13.06

7.26

79.93

Significant increase in current assets as compared to last year

Interest Coverage Ratio/ Debt Service Coverage Ratio

8.03

37.37

- 78.52

Reduction in Net profit after tax as compared to last year

Net Profit Ratio

22.20

41.87

- 46.97

 

Return on Capital Employed

0.05

0.11

- 54.18

Reduction in EBIT as compared to last year

Debt Equity Ratio

-

-

-

-

Inventory Turnover Ratio

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-

-

-

Trade Receivables Turnover

5.31

6.39

-16.96

-

Ratio

 

 

 

 

11. Directors 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 Madan Mohan Dhanuka (DIN 00193456) who retires by rotation and being eligible has offered himself for re-appointment.

 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.

 The Key Managerial Personnel of the Company as on 31st March, 2023 are Shri Madan Mohan Dhanuka, Managing Director, Shri Nilesh Panchal, Chief Financial Officerand Smt. Labdhi Shah, Company Secretary.

 Number of Meetings 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.

b. Performance Evaluation

 As stipulated by the Code of Independent Directors pursuant to provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") a separate meeting of the Independent Directors of the Company was held to review the performance of Non-Independent Directors, 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.

c. Remuneration Policy

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

 The information related 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 Madan Mohan Dhanuka, Managing Director & CEO - 35:1

ii. The Percentage increase in the remuneration of Managing Director, Chief Financial Officer and Company Secretary for the Financial Year 2022-23- MD-7%, CFO- 12% and CS- N.A.

iii. The percentage increase in the median remuneration of the employee in the financial year 7% iv. Number of permanent employees on the payrolls of the Company – 4

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration – Managerial – 5%, Below Managerial level – 8%

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

 There is no employee other than the Managing Director in respect of whom the information under the Rule 5(2) of the said Rules is required to be provided.

12. 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, 2023, 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 judgements 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, 2023 and of the profit of the Company for that year;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records 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.

13. 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 arm’s length basis and necessary approvals were obtained, wherever required.

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

14. Auditors

a. Statutory Auditors

 M/s RMJ & Associates LLP were appointed as Statutory Auditors of the Company by the members of the Company at the 52nd AGM held on 27th September, 2022, for a period of five years commencing from the conclusion of 52nd AGM till the conclusion of the 57th AGM to be held in the year 2027.

 The Auditors’ Report does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee pursuant to Section 143(12) of the Act.

b. Secretarial Audit

 The Secretarial Audit Report for the year 2022-23 provided by M/s MMJB & Associates LLP, Practicing Company Secretaries is annexed herewith as “Annexure-II”.

 The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

 The information on conservation of energy and technology absorption is not applicable to the Company. During the year under review, the foreign exchange earnings and outgo was NIL (previous year NIL).

16. Report on Corporate Governance

 The Company has complied with the requirements of conditions of 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, 2023 is uploaded on the Company’s website www.mysorepetro.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 for a 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 IEPF Authority.

 In pursuance of the above, Company had during the financial year 2022-23 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 IEPF Authority by filing an online application through web-based Form IEPF-5 available at www.iepf.gov.in/IEPF/services.html Members are advised to claim any unencashed dividends.

 The shareholders may note that the dividend declared in the financial year 2015-16 and remaining unclaimed are due to be transferred to the IEPF on 28th September, 2023. Further, if the shareholders have not claimed dividend for any of the seven consecutive years i.e. between FY 2015-16 to FY 2021-22, the underlying shares shall also be transferred to IEPF. The shareholders are advised to forthwith claim their dividend by writing to the Company/ RTA.

 The Company has uploaded the details of unclaimed dividend on the Company’s website at www.mysorepetro. com/investor-information/

 The Company Secretary of the Company has beendesignatedastheNodalOfficer 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 483.56 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 Company’s www.mysorepetro.com/corporate-governance/. There was no fraud or irregularity noticed during the year under review.

21. Prevention of Sexual Harassment

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

22. Cautionary Statement

 Statements made in this report describes the Company’s 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

Company’s operations include market conditions, Government regulations, exchange rate fluctuations, interest and other costs.

23. Acknowledgement

 Your Directors would like to convey their sincere appreciation to all stakeholders for their continued support.

For and on behalf of the Board

Madan Mohan Dhanuka

Chairman & Managing Director DIN 00193456

Mumbai 26th May, 2023