<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
Companys 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 |
:3.0pt;margin-right:0in;
margin-bottom:3.0pt;margin-left:0in;text-align:right;mso-pagination:none>- |
- |
- |
- |
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 arms 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 Companys 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 Companys 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 Companys 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 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 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 |
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