The Board of Directors (“Board”) of the Company have great
pleasure in presenting the 35th Annual Report and Audited Financial Statements of the
Company for the Financial Year (“FY”) ended March 31, 2023.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended
March 31, 2023 is summarized below: (` in lakhs)
Particulars |
2022-23 |
2021-22 |
| Total Income |
30,932.98 |
25,886.49 |
| Profit Before Interest |
2,659.25 |
2,567.63 |
| Other Income |
35.53 |
114.78 |
| Interest & Finance Costs |
683.47 |
559.86 |
| Depreciation & Amortisation and
Impairment |
527.96 |
481.58 |
Profit Before Tax& |
1,483.35 |
1,640.97 |
| Tax Expenses |
302.89 |
490.97 |
Profit After Tax |
1,180.46 |
1,150.00 |
| Other Comprehensive Income (Net of Taxes) |
(5.76) |
0.97 |
Total Comprehensive Income |
1,174.70 |
1,150.97 |
Earnings Per Share (`) |
|
|
| Basic |
9.78 |
9.53 |
| Diluted |
9.78 |
9.53 |
OVERVIEW OF COMPANY PERFORMANCE
Total Income and Operating Profit for the year under review amounted
to` 30,932.98 lakhs and ` 2,659.25 lakhs respectively as compared to ` 25,886.49 lakhs and
` 2,567.63 lakhs, in the previous financial year.
The Net Profit of the Company, for the FY under review was increased to
` 1,180.46 lakhs as against ` 1,150.00 lakhs during the previous year 2021-22.
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 2022-23.
DIVIDEND
In line with the practice of returning the surplus funds to
shareholders and based on the Company's performance, the Board at their meeting held
on May 15, 2023 recommended a final dividend of ` 0.20/- per equity share of the face
value of ` 10 each (@ 2%) for the 2022-23, 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
Depreciation &Tax 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 Exceptional Items 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 Company's 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 2022-23 and the date
of this report.
SHARE CAPITAL
The Company's paid-up Equity Share Capital continues to stand at `
1207.26 lakhs as on March 31, 2023. 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.
FURTHER ISSUE OF EQUITY SHARES
During the year under review, in respect of proposed Further Public
Offer of ` 125 Cores
(“FPO”) approved by the Shareholders on March 22,2022, the
Company had filed draft Red Herring Prospectus on July 5, 2022 with Securities Exchange
Board of India (“SEBI”) and in this regard, SEBI has issued Final Observation
Letter on October 11, 2022.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 (“Act”) the Annual Return as on March 31, 2023 is available on the
Company's website on www.mitsuchem.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
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”).
Retirement by rotation
Mr. Jagdish L. Dedhia (DIN: 01639945), Whole-time Director of the
Company retires by rotation at the forthcoming Annual General Meeting (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. Jagdish L. Dedhia
who is proposed to be re-appointed, as required in accordance to Regulation 36(3) of the
Listing Regulations and Standard -2 on General Meetings of Secretarial Standards issued by
Institute of Company Secretaries of India, is furnished to the Notice of the 35th
AGM.
Re-appointments
The Shareholders, pursuant to a resolution dated March 22, 2022 by way
of postal ballot, had approved the re-appointment of Mr. Jagdish Dedhia (DIN: 01639945) as
Chairman and Whole-time Director of our Company for a period of three (3) years w.e.f. May
01, 2022; the re-appointment of Mr. Sanjay Dedhia (DIN: 01552883) as Managing Director of
our Company for a period of three (3) years w.e.f. May 01, 2022 and the reappointment of
Mr. Manish Dedhia (DIN: 01552841) as Managing Director & CFO of our Company for a
period of three (3) years w.e.f. May 01, 2022.
Number of meetings of the Board
During the year, six 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 2022-23 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 Board's functioning such as adequacy of the
composition of the
Board and its Committees, Board culture, execution and performance of
specific 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 entire Board
carried out the performance evaluation of the Independent Directors. 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 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 9, 2023 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.
Familiarization Program for Independent Directors
All Independent Directors are familiarized with the operations and
functioning of the Company. The details of the training and familiarization program are
provided in the Corporate Governance Report forming part of this Report.
Key Managerial Personnel
During the FY 2022-23, Ms. Drishti Thakker, resigned from the post of
Company
Secretary & Compliance Officer w.e.f. October 31, 2022. Thereafter,
the Board at their meeting held on November 10, 2022 appointed Ms. Ankita Bhanushali as
the “Company
Secretary & Compliance Officer” of the Company w.e.f. November
10, 2022, pursuant to Section 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
As on March 31, 2023, Mr. Manish Dedhia, Managing Director & Chief
Financial Officer and Ms. Ankita Bhanushali, Company Secretary & Compliance Officer
are the Key Managerial Personnel of the Company. Independence COMMITTEES OF THE BOARD laid
under the 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 ensure expedient
resolution 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 behavior, actual or suspected fraud or violation of the Company's
Code of Conduct and provide adequate safeguards against victimization 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
Company's 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 that: a. in the preparation
of the annual accounts for the financial year 2022-23, 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, 2023 and of the profit and loss of the Company
for that period; c. the directors had 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 had prepared the annual accounts on a going concern
basis; e. the directors had 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 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, 2023 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 Company's 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 undertaken are:
(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) Optimization 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
equipment's:
Installation of PPR pipes for chilling line replacing with MS pipes
which results in lesser heat loss and increased the efficiency hilling plant ` 5.09 lakhs
B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
(i) The efforts made towards technology absorption:
The steps taken by the company for utilising alternate sources of
energy.
1. QRC (Quick Release Coupling) for Operation purpose,
2. Installed Epoxy Flooring in UNIT-2 & UNIT-3 due to which
enhanced aesthetics, improved safety in workplace & clean surface of shop floor.
(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 5% to 6%.
(iii) The details of Imported Technology (imported during the last
three years reckoned from the beginning of the financial year):Not Applicable.
(iv) The expenditure incurred on Research & Development: ` 2.69
lakhs
C. FOREIGN EXCHANGE EARNING AND OUTGO:
Particulars |
Amount (` In lakhs) |
| Foreign exchange earnings |
16.91 |
| Foreign exchange outgo |
7,523.94 |
RISK MANAGEMENT
The Audit Committee has been delegated the responsibility for
monitoring and reviewing risk management, assessment and minimization 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, there are no significant and material
orders passed by the
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 there under, 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, 2023, 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
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, 2023.
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, 2023 on
compliance of all applicable SEBI regulations and circulars/guidelines issued there under,
was obtained from Mr. Haresh Sanghvi, Practicing Company Secretary, and submitted to the
stock exchange. c) Internal Auditor
Pursuant to the provisions of Section 138 of the Act read with the
Companies
(Accounts) Rules, 2014, the Company has appointed M/s. V. J. Shah &
Co., Chartered Accountants as the Internal Auditor of the Company. The Audit Committee on
quarterly basis reviews the Internal Audit reports.
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 there under.
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 Registered Office of the Company and 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 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 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. The management regularly reviews reports of the Internal Auditors and corrective
action is initiated to strengthen the controls and enhance the effectiveness of the
existing systems. The Audit Committee evaluates the efficiency and adequacy of the
financial control system in the Internal Financial Control.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
TRANSACTIONS
All transactions entered into with related parties as defined under the
Act during the FY were in the ordinary course of business and on an arm's 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 2022-23, 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.
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 15, 2023 Chairman & Whole-Time Director
Place: Mumbai DIN: 01639945
Statement containing salient features of the financial statement of
subsidiaries or associate companies or Joint ventures Part A Subsidiaries
(` in lakhs)
Sr. No. Particulars |
Mitsu Foundation |
| 1 The date since when subsidiary was acquired |
October 18, 2021 |
| 2 Reporting period for the subsidiary
concerned, if different from the holding company's reporting period. |
April 01, 2022 to March 31, 2023 |
| 3 Reporting currency and Exchange rate as on
the last date of the relevant Financial year in the case of foreign subsidiaries. |
` |
| 4 Share capital |
1.00 |
| 5 Reserves and surplus |
- |
| 6 Total assets |
- |
| 7 Total Liabilities |
- |
| 8 Investments |
- |
| 9 Turnover |
|
| 10 Profit before taxation |
(0.07) |
| 11 Provision for taxation |
- |
| 12 Profit after taxation |
(0.07) |
| 13 Proposed Dividend |
- |
| 14 Extent of shareholding (in percentage) |
100.00% |
For and on behalf of the Board of Directors of Mitsu Chem Plast Limited
Jagdish Dedhia Date: May 15, 2023 Chairman & Whole-Time
Director
Place: Mumbai DIN: 01639945
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company:
The Board of Directors' have approved the CSR Policy of your
Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
2. Composition of CSR Committee:
Sr. No. Name of Director |
Designation /Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
| 1 Mr. Manish Dedhia |
Chairman |
2 |
2 |
| 2 Mr. Jagdish Dedhia |
Member |
2 |
2 |
| 3 Mr. Dilip Gosar |
Member |
2 |
2 |
| 4 Ms. Neha Huddar |
Member |
2 |
2 |
3. Web-link where Composition of CSR Committee, CSR Policy and CSR
projects approved by the Board are disclosed on the website of the Company: www.mitsuchem.com.
4. Details of Impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social responsibility
Policy) Rules, 2014: Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule
(3) of Rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and
amount required for set off for the financial year: NIL.
6. Average net profit of the Company as per section 135(5): ` 1,200.95
lakhs
7. (a) Two percent of average net profit of the Company as per section
135(5): ` 24.02 lakhs
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: NIL (c) ear - NIL y Amount required to be set off for the
financial (d) Total CSR obligation for the financial year (7a+7b-7c):` 24.02 lakhs
8. (a) CSR amount spent or unspent for the financial year:
Total Amount Spent for the
Financial Year (in lakhs) |
Total Amount
transferred to Unspent CSR Account as per section 135(6). |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5). |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
| 24.18 |
|
Not applicable |
|
Not applicable |
|
(b) Details of CSR amount spent against on going projects for the
financial year: Not Applicable.
(c) Details of CSR amount spent against other than ongoing projects for
the financial year
(1) (2) |
(3) |
(4) |
(5) |
|
(6) |
(7) |
(8) |
|
Sr. No. Name of the Project |
|
|
Location of
the project. |
|
|
Mode of
implementation Through implementing agency. |
|
Item from the list of
activities in schedule VII to the Act |
Local area (Yes/ No) |
State |
District |
Amount spent for the
project (in lakhs) |
Mode of implementation -
Direct (Yes/ No) |
Name |
CSR Registration No. |
| 1 Eradication of Hunger |
(i) |
Yes |
Maharashtra |
Thane |
1.27 |
No |
Mitsu Foundation |
CSR00019809 |
2 Providing Health Care and
Surgical Camps |
(i) |
No |
Gujarat |
Kutch |
5.00 |
No |
Mitsu Foundation |
CSR00019809 |
| 3 Promoting Sports |
(vii) |
Yes |
Maharashtra |
Mumbai |
2.4 |
No |
Mitsu Foundation |
CSR00019809 |
4 Providing Health Care and
Medicines at affordable cost |
(i) |
Yes |
Maharashtra |
Mumbai |
5.00 |
No |
Mitsu Foundation |
CSR00019809 |
| 5 Rural Area Development Projects |
(x) |
No |
Gujarat |
Kutch |
10.00 |
No |
Mitsu Foundation |
CSR00019809 |
6 Other Administration
Expenses Made by Mitsu Foundation |
NA |
NA |
Maharashtra |
Mumbai |
0.51 |
No |
Mitsu Foundation |
CSR00019809 |
Total |
|
|
|
|
24.18 |
|
|
|
(d) Amount spent in Administrative Overheads : NIL
(e) Amount spent on Impact Assessment: Not Applicable.
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) : ` 24.18
lakhs (g) Excess amount for set off: NA
Sr. no. Particulars |
Amount (in lakhs) |
(i) Two percent of average net
profit of the Company as per section 135(5) |
` 24.02 lakhs |
| (ii) Total amount spent for the Financial
Year |
` 24.18 lakhs |
(iii) Excess amount spent for
the financial year [(ii)-(i)] |
` 0.16 lakhs |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
Not applicable |
(v) Amount available for set
off in succeeding financial years [(iii)-(iv)] |
Not applicable |
9. (a) Details of Unspent CSR amount for the preceding three financial
years:
Not Applicable.
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s):
Not Applicable.
10. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year:
Not Applicable.
11. Specify the reason(s), if the Company has failed to spend two per
cent of the average net profit as per section 135(5):
Not Applicable
For and on behalf of the Board of Directors of Mitsu Chem Plast Limited
Jagdish Dedhia Date: May 15, 2023 Chairman & Whole-Time Director
Place: Mumbai DIN: 01639945
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
The Members,
MITSU CHEM PLAST LIMITED 329, Gala Complex, 3rd Floor, Din Dayal
Upadhyay Marg, Mulund (West), Mumbai 400 080.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by MITSU CHEM PLAST
LIMITED (hereinafter called the “Company”) for the audit period covering the
financial year ended on March 31, 2023. Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon. papers, minute books, forms and Based on my
verification returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorised representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2023,
generally complied with the statutory provisions listed hereunder and also that the
Company has proper Board processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
1. I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2023, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder; (iv) The following Regulations and Guidelines prescribed under the
Securities and
Exchange Board of India Act, 1992 (‘SEBI Act'):
(a) Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;
(b) Securities and Exchange Board of India (Prohibition of Insider
Trading)
Regulations, 2015;
(c) Securities and Exchange Board of India (Depositories and
Participants)
Regulations, 2018;
(d) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015; and
(e) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018
2. There were no actions/ events in pursuance of following Regulations
of SEBI requiring compliance thereof by the Company during the period under review:
(i) The Securities and Exchange Board of India (Share Based Employee
Benefits)
Regulations, 2014;
(ii) Securities and Exchange Board of India (Delisting of Equity
Shares)
Regulations, 2009;
(iii) Securities and Exchange Board of India (Buyback of Securities)
Regulations,
2018;
(iv) Securities and Exchange Board of India (Issue and Listing of Debt
Securities)
Regulations, 2008; and
(v) Securities and Exchange Board of India (Registrars to an Issue and
Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client.
3. Provisions of Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign Direct Investment, Overseas
Direct Investments, External Commercial Borrowings were not attracted during the year
under review;
4. Based on the information provided and review of the Compliances
Report of Managing Director taken on record by the Board of the Company and also relying
on the representation made by the Company and its Officers, in my opinion adequate system
and process exists in the Company to monitor and ensure compliances with the provisions of
general and other industry and sector specific Laws and Regulations applicable to the
Company, as identified and confirmed by the management of the Company and listed below:
(i) Water (Prevention & Control of Pollution) Act, 1974 (ii) The
Air (Prevention & Control of Pollution) Act, 1981
(iii) Hazardous and other Wastes (Management & Transboundary
Movement),
Rules, 2016
5. I have also examined compliance with the applicable clauses of the
following: (i) Secretarial Standards (SS-1 & SS-2) issued by The Institute of Company
Secretaries of India; and
(ii) Listing Agreements entered into by the Company with BSE Limited
During the period under review the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards mentioned above and
there are no material non-compliances that have come to my knowledge; and tax laws and
maintenance of I further report that compliances of finance financial records and
books of accounts has not been reviewed in this Audit since the same have been subject to
review by statutory Auditors and other designated professionals.
I further report that:
1. The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
During the period under review, no changes in the composition of the
Board of Directors took place.
2. Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
3. All decisions at Board Meetings and Committee Meetings were carried
out unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committees of the Board, as the case may be.
I further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period under review, no
event/action occurred which had a major bearing on the Company's affairs in pursuance
of the above referred laws, rules, regulations, guidelines, standards, etc.
Haresh Sanghvi Practicing Company Secretary FCS No.: 2259/COP No.: 3675
UDIN: F002259E000308917 Peer Review Certificate no:1104/2021
Date: May 15, 2023 Place: Mumbai
The Members,
MITSU CHEM PLAST LIMITED 329, Gala Complex, 3rd Floor, Din Dayal
Upadhyay Marg, Mulund (West), Mumbai 400 080.
My report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The correct facts are reflected in secretarial records. I believe
that the processes and practices I followed, provide a reasonable basis verification for
my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Whenever required, I have obtained the management representation
about the compliance of laws, rules and regulations and happening of major events during
the audit period.
5. The compliance of the provisions of corporate and other applicable
laws, rules, regulations, standards are the responsibility of management. My examination
was limited to the verification of
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Haresh Sanghvi Practicing Company Secretary FCS No.: 2259/COP No.: 3675
UDIN: F002259E000308917 Peer Review Certificate no:1104/2021
Date: May 15, 2023 Place: Mumbai
