To,
The Members of
KESAR PETROPRODUCTS LIMITED
Your Directors presents the 33rd Annual Report together with the Audited Financial
Statements for the year ended 31st March, 2023.
FINANCIAL RESULTS:
The Company's financial performance for the vear ended 31st March, 2023 is summarized
below:
(Rs. In Lakhs)
Particulars |
2022-23 |
2021-22 |
Revenue from operations |
11,996.16 |
15309.93 |
Other Income |
148.78 |
122.57 |
Total Turnover & Other Income |
12,144.93 |
15432.50 |
Less : Manufacturing and Other Expenses |
11,338.20 |
14509.78 |
Profit / (Loss) before interest and Depreciation |
806.73 |
928.77 |
Less : Finance Costs (Interest) |
105.31 |
24.49 |
Profit / (Loss) after Interest |
701.42 |
904.27 |
Less : Depreciation and Misc. Expenses written off |
603.46 |
602.19 |
Net Profit / (Loss) before exceptional items and tax |
97.97 |
302.08 |
Exceptional Items |
0.00 |
6.05 |
Profit / (Loss) Before Tax |
97.97 |
296.02 |
Less: Tax Expense (including Deferred Tax) |
51.17 |
28.74 |
Profit/(Loss) after tax |
46.80 |
267.28 |
Earnings Per Share (EPS) |
0.38 |
0.28 |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The total net Profit before tax in the current year was Rs. 97.97 Lakhs as against net
profit before tax of Rs. 296.02 Lakhs in the previous year. The Company has made a Net
Profit after Tax of Rs. 46.80 Lakhs in the current year as compared to Net Loss after tax
Rs. 267.28 Lakhs in the previous year.
The business outlook for the Company was less than rosy in the current year due to
factors beyond the control of the management. The war in Europe had caused a major
disruption in logistics. This led to abnormal prices in raw material and reduction in the
offtake of the our finished good. To cap this situation China imposed a countervailing
duty on the imports of our finished goods. Due to this single factor the production had to
be curbed and effectively capacity utilization has to be curtailed at around 70% of last
year. The sales thus were down sharply.
The dye intermediate sector was more severely hit because of the overall business
scene. The DNCB as a product along with its downstream products took a tail spin. The
Company has started other dye intermediates to replace the Beta Naphthol intermediates and
hope to do better in this sector.
The turbulence in the intermediate market coupled with reduction in value addition of
CPC was a setback in this year. The Company however has recovered from this set back
during the current year and prospect is looking upbeat.
The new capital expenditure in captive power plant and zero liquid discharge which the
Company has undertaken will make the Company in a unique position of reducing its utility
cost and at the same time going in zero discharge were practically no water will be
required as input and no waste water as output. In the process the Company will recover
bye products which were going in the waste water.
The Company is hopeful that this coming year will be better than the previous though
the signs of headwinds in terms of recession is seen by the Company. Despite the overall
negative climate, the Company has made a small profit of about 47 Lakhs.
The Company's products however remain fairly well established and the Company has a
loyal set of customers.
DIVIDEND:
In view of limited Profit, your Directors intend to plough back the profits in to the
Company's operations and hence do not recommend any dividend for the year ended 31st
March, 2023.
RESERVES:
The Company did not transfer any amount to General Reserve.
CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business manufacturing Phthalocyanine range of pigments
and Dye Intermediates. There was no change in the nature of business activities of the
Company during the year under review.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:
The BSE vide its notice dated Feb 10, 2023, revoked the suspension of trading of equity
shares of the Company w.e.f February 14, 2023 as per the order passed by the Hon'ble
Securities Appellate Tribunal on December 15, 2022.
SUBIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have subsidiary, joint venture and associate company.
DEPOSITS:
During the year under review, the Company has not accepted or renewed any deposits
within the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies
(Acceptance deposits Rules), 2014. There was no deposit which remained unclaimed and
unpaid at the end of the year.
EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company in Form MGT-7 has been uploaded on the website of the
Company and is available at the following link:
https://www.kesarpetroproducts.com/archives.html
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per Section 152(6) of the Companies Act, 2013 Mr. Dinesh Shankarlal Sharma (DIN:
01231046), who retires by rotation and being eligible, offers himself for re-appointment
as the Director of the Company.
The following are changes which occurred during the year and till the date of Directors
Report:
Name |
Designation |
Appointment or Resignation |
with effect from |
Surya Prakash Sitaram Pandey |
Non-Executive- NonIndependent Director |
Resignation |
25-04-2022 |
Dinesh Shankarlal Sharma |
Non-Executive- NonIndependent Director |
Appointment |
25-04-2022 |
Saba Jameel Shaikh |
Company Secretary and Compliance Officer |
Appointment |
26-05-2022 |
Ramchandra Dhondu Ghanekar |
Whole Time Director |
Resignation |
28-06-2022 |
Govind Krishna Sharma |
Non- Executive- Independent Director |
Demise |
15-08-2022 |
Nainesh Sumanti Rai Desai |
Non- Executive- Independent Director |
Appointment |
12-11-2022 |
Satish Chand Mathur |
Non- Executive- Independent Director |
Appointment |
27-12-2022 |
Parijat Vinod Kanetkar |
Non-Executive- NonIndependent Director |
Resignation |
25-07-2022 |
COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF:
The Composition of the Board and Statutory Committees thereof along with other details
are given in the Corporate Governance Report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Board met 9 (Nine) times during the year. The details of the meetings are given in
the Corporate Governance Report. The intervening gap between the two meetings was within
the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company have given the requisite declaration pursuant
to Section 149(7) of the Companies Act, 2013 to the effect that they meet criteria of
independence as provided in Section 149(6) of the Act.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of Sec 134(3) of Companies Act, 2013 read with Rule 8 of The
Companies (Accounts) Rules, 2014 and Regulation 4 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit, Nomination and Remuneration Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
The Board, on the recommendation of the Nomination and Remuneration Committee of the
Company, has framed a policy for selection and appointment of Directors, Senior Management
and their remuneration.
The Salient features of the Remuneration Policy are:
The Remuneration Policy of the Company is divided into the following headings and the
entire policy is available on the website of the Company www.kesarpetroproducts.com
(1) Preface (2) Commencement (3) Definitions (4) Purpose (5) Principles of Remuneration
(6) Nomination and Remuneration Committee (7) Selection and appointment of the Board
Members (8) Process for evaluation; and (9) Publication
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
Board hereby confirms 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 have 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 31st March 2023 and of the profit
of the company for period ended on that date;
(c) the directors have 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 have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
(f) the directors have 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, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
Following are the particulars of loans, guarantees and investments under Section 186 of
the Companies, Act, 2013 of the Company:
(A) Loans providec
(Amount in Rs.)
Opening Balance |
Amount of Loans Given During The Year |
Amount of amounts (Loans repaid) received during the ear |
Closing Balance |
9,77,61,260 |
4,90,56,583 |
14,40,65,691 |
27,52,152 |
(B) Guarantees:
No Guarantees were given during the year under review.
(C) Investments made:
(Amount in Rs.)
Nature of Investments |
Opening Balance |
Amount Invested during the year |
Amount Redeemed |
Gain/Loss |
Closing Balance |
Union Long Term Equity Fund Growth |
1,07,99,562.59 |
|
|
1,65,823.17 |
1,09,65,385.76 |
Total |
1,07,99,562.59 |
- |
- |
1,65,823.17 |
1,09,65,385.76 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION
188(1) OF THE COMPANIES ACT, 2013:
There were no contracts or arrangements or transactions with any related parties which
could be considered material in accordance with the policy of the Company during the year
under review. Hence, the Company is not required to disclose details of the related party
transactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
PARTICULARS OF EMPLOYEES:
There was no employee who was employed throughout the year or part thereof and in
receipt of remuneration aggregating to Rs. 1,02,00,000/- p.a. or more or who was employed
for part of the year and in receipt of remuneration aggregating to Rs.8,50,000/- p.m. or
more.
PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:
The details related to employees and their remuneration as required under Section
197(12) of the Companies Act, 2013 and Rule 5(1) and 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure
I' to this Board's Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy; |
NIL |
(ii) the steps taken by the company for utilizing alternate sources of energy; |
Exploring the possibility of power generation through sulphuric acid. |
(iii) the capital investment on energy conservation equipment. |
NIL |
(B) Technology absorption-
(i) |
the efforts made towards technology absorption; |
Rs. 14 crore expansion invested in technology to have zero liquid
discharge |
(ii) |
the benefits derived like product improvement, cost reduction, product development or
import substitution; |
NIL |
(iii) |
in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)- |
NIL |
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(a) the details of technology imported; |
|
|
(b) the year of import; |
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(c) whether the technology been fully absorbed; |
|
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(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and |
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(iv) |
the expenditure incurred on Research and Development. |
Rs. 90.00 Lacs |
(C) Foreign exchange earnings and outgo-
The Foreign Exchange earned in terms of actual inflows during the year; |
Rs. 524.49 Lacs |
The Foreign Exchange outgo during the year in terms of actual outflows. |
Rs. 530.07 Lacs |
SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS:
Order was passed by Securities Appellate Tribunal, Mumbai, on December 15, 2022,
wherein the order was passed stating
"Since, the fine has now been paid the suspension order should be revoked by the
respondent" Accordingly, the respondent was directed to revoke the suspension order.
And, on February 14, 2023, BSE passed an order for revocation of suspension in trading
of equity shares of the company.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place proper and adequate Internal Control System, commensurate with
the size, scale and complexity of its operations. The Company monitors and evaluates the
efficacy and adequacy of internal control system, its compliance with operating systems,
accounting procedures and policies.
VIGIL MECHANISM POLICY:
The Company has a Vigil Mechanism policy to deal with instance of fraud and
mismanagement, if any. The mechanism also provides for adequate safeguards against
victimization of directors and employees who avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee in the exceptional cases. The details
of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also
posted on the website of the Company. We affirm that during the financial year 2022-23, no
employee or director was denied access to the Audit Committee.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:
The Company has laid down a well-defined Risk Management Policy covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitoring of
both business and non-business risk. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly defined framework.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT:
Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the following have been made a part of the Annual Report
and are attached to this report:
Management Discussion and Analysis Report - Annexure -II'
Corporate Governance Report - Annexure III'
Declaration by Executive Director/CEO affirming with the compliance of the code
of conduct of Board of Directors and Senior Management -Annexure IV'
Practicing Company Secretary's Certificate under sub-para 10(i) of Part C of
Schedule V of SEBI (LODR), Regulations, 2015 - Annexure V'
Auditors' Certificate regarding compliance of conditions of Corporate Governance
- Annexure VI'
STATUTORY AUDITORS:
At the Company's 32ndAnnual General Meeting held on 29th September, 2022, M/s. A.
Sachdev Co., Mumbai, Chartered Accountants (Firm Reg. No. 001307C) appointed as the
Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion
of the 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting
of the Company.
INTERNAL AUDITORS:
The board has appointed M/s. ATJ & Co LLP, Chartered Accountants (having FRN:
113553W/W100314) as an Internal Auditor of the Company for the financial year 2022-23 in
place of M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai as Internal
Auditors. The Internal Auditors will monitor and evaluate the efficiency and adequacy of
internal control systems in the Company, its compliances with operating systems,
accounting procedures and policies at all locations of the Company and reports the same on
quarterly basis to the Audit Committee.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Pankaj Desai & Associates, Company Secretaries, Mumbai to undertake the
Secretarial Audit and Secretarial Compliance of the Company. The Secretarial Audit Report
is attached herewith and marked as Annexure VII'.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations, adverse remarks made or fraud reported by
the Statutory Auditors in their reports. There are also no points for which separate
explanation would be given.
There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditors in the Secretarial Compliance Report except for the following observations:
1. The company has received notice/mail dated 27.08.2021for non-compliance/ late
compliances of certain clause of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 in the past years.
The company has represented the matter before BSE Ltd but the BSE Ltd has taken action
against company by suspending the trading of company equity shares on the stock exchange
& freezing the demat account of the promoters of the company.
The BSE Ltd Partially waived off fine levied pursuant to SEBI circular
SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 (erstwhile SEBI circular
SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 03, 2018) on 19.04.2022 against which company has
filed appeal before The Securities Appellate Tribunal Mumbai. On August 10, 2022 the order
for was passed whereby the appeal was partly allowed and the fine was reduced but due to
non-payment offine BSE had suspended the trading activities of the appellant, which was
revoked upon successful payment of thefine amount. The Appeal of BSE was misconceived and
rejected via order 03.02.2023.
CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 135 of the Companies Act, 2014 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, are not applicable to the Company and hence,
the Company has dissolved its existing Corporate Social Responsibility Committee and a
Policy on Corporate Social Responsibility (CSR).
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON
AND REDRESSAL) ACT, 2013.
The board is under process to formulate the Internal Complaint Committee under Section
4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. During the year, however no complaint was received by the designated person
till the time Committee is formulated.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Company's activities during the year under review. Your Directors also acknowledge
gratefully the support and confidence reposed by the shareholders of the Company.
|
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By Order of the Board of Directors |
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Sd/- |
Sd/- |
Sd/- |
Sd/- |
RAMJAN KADAR |
DINESH SHANKARLAL |
SABA JAMEEL SHAIKH |
JIGNESH DINESH |
SHAIKH |
SHARMA |
|
DESAI |
WHOLETIME DIRECTOR |
DIRECTOR |
COMPANY SECRETARY |
CFO(KMP) |
DIN:08286732 |
DIN: 01231046 |
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Place: Mumbai |
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Date: 11th August, 2023 |
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