(including Management Discussion and Analysis Report)
The Directors are pleased to present the Fifty-first Annual Report together with theaudited accounts of the Company for the year ended 31stMarch 2015.
| || |
Rs. in lakhs
|FINANCIAL RESULTS ||Financial Year ended 31 March 2015 ||Financial Year ended 30th June 2014 |
| ||(Nine Months) ||(Fifteen Months) |
|Turnover (Excluding Excise Duty)/ ||4671.04 ||6621.17 |
|Income from operations || || |
|Gross profit / (loss) ||(1025.54) ||(1116.56) |
|Less : Depreciation ||105.53 ||278.89 |
|Profit / (Loss) before taxation ||(1131.06) ||(1395.45) |
|Provision for Taxation . ||- ||- |
|Deferred Tax || (151.32) ||(431.89) |
|Excess Provision of Income Tax no longer required ||(5.82) ||- |
|Profit / (loss) after tax ||(973.92) ||(963.56) |
|Balance brought forward ||(1182.84) ||(219.27) |
|Balance carried forward - ||(1288.94) ||(1182.84) |
|Turnover (excluding Excise Duty)/ Income from Operations:- || || |
|Boron based products ||4644.84 ||6510.45 |
|Wind Mill Farm ||26.20 ||81.14 |
|Others ||- ||29.58 |
|Total TurnoverAncome from operations ||4671.04 ||6621.17 |
In view of the accumulated losses and losses during the current year the Directors donot recommend any dividend on the Equity share capital and Preference share capital of theCompany for the Financial Year ended 31st March 2015.
MANAGEMENT DISCUSSION & ANALYSIS
a) Overview of operations Chemical Division
The Company has achieved a Sales turnover of Rs.4671 M Lacs for the Financial Year ofnine months ended on 31/03/2015 as against the Turnover of Rs.6621.17 Lacs in the previousyear of fifteen months ended on 30th June 2014. During the current Financialyear of nine monthsyour company has completed major shifting of the operations of theAmbemath to Dahej in the state of Gujarat and consequently the operations at Ambemath havebeen suspended. The Dahej operations are expected to be profitable during the nextFinancial Year. '
The main reason for the lower turnover during the year is uneven availability of rawmaterial as also the increased cost of imported raw material and resultant pressure onCash-flow. Though the company has been able to transfer the major increase in the cost ofraw material to the customers this has an adverse effect on the total sales of thecompany. Your company therefore through its own R & D is working on new productsDevelopment as also improve production processes for achieving cost effectiveness withincreasing emphasis on cost reduction.
b) Industry Structure and outlook
The long-term outlook of the companys products continues to be encouraging butthe shortage of Working capital finance and non availability of raw material has adverselyaffected the performance of the company. With a view to overcome these difficulties yourManagement has now developed additional new sources of supplies for raw materials whichare expected to reduce cost of raw materials and improve the supply chain efficiency. Yourcompany is also contemplating Custom manufacturing of Speciality chemicals at Dahej.
With the above efforts barring unforeseen circumstances your Management expects toimprove the Financial and operational performance of the company during the next fewyears.
Adequacy of internal controls
The Company has an established independent and adequate system of internal controlscommensurate with nature of its business and size of its operation to ensure that allassets are safeguarded and protected against loss from unauthorized use or dispositionand those transactions are authorized recorded and reported correctly. This system alsocomplies with the suggestions of the
Statutory Auditors of the Company if any from time to time. The internal controlsystems are supplemented by regular reviews by the by the management of the Company.
Human Resource Development
As a matter of routine the Company undertakes periodic review of its HR policies andencourages the best performance at all times. The Company also provides regular trainingto its workforce which allows employees to keep themselves abreast of the changingenvironment as well as develop new skills.
Statements in the Management Discussion and Analysis describing the Company'sobjectives projections estimates and expectation are* forward looking statements".Actual results might differ materially from those anticipated because of changing groundrealities.
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuant to the provisions of theCompanies Act2013(the Act) and the corporate governance requirements as prescribed by thesecurities and Exchange Board of IndiafSEBI") under the Listing Agreement"Clause 49")
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as Board composition and structureeffectiveness of board process information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of foe criteria such as the composition of committees.effectiveness of committee meetings etc.
The Board and foe Nomination and Remuneration Committee reviewed the performance of foeindividual directors on the basis of the criteria such as foe contribution of theindividual director to the Board and Committee meetings like preparedness on the issues tobe discussedmeaningful and constructive contribution and inputs in meetings etc. Inadditionthe Chairman was also evaluated on the key aspects of his role .
In a separate meeting of independent Directors performance of non-independentdirectorsperformance of the Board as a whole and performance of foe chairman wasevaluated .taking in to account the views of non-executive directors at which theperformance of the Board its committee and individual directors were also discussed.
NOMINATION AND REMUNERATION POLICY
The Policy on Nomination and Remuneration of Directors Key Managerial Personnel andother employees has evolved and has been formulated in terms of the provisions of theCompanies Act 2013 and the listing agreement with a view to pay equitable andcommensurate remuneration to the Directors Key Managerial Personnel and other Employeesof the Company.
The Company had been passing through adverse financial condition which had aninevitable impact on the existing compensation aid pay structure rather than thequalification experience and the industry standards.
In view of the inadequacy of profits the Directors of the Company are not being paidany remuneration/commission etc. except the normal sitting fees. '
The Committee will therefore take in to consideration the various applicable factorssuch as qualification experience industry standards etc. and evolve an appropriatepolicy in course of time once the Company starts making adequate profits.
PERTICULARS OF LOANSGUARANTEES OR INVESTMENTS BY COMPANY
During the financial year 2014-15 the Company has not provided any loan to any personor body corporate or given any guarantee or provided security in connection with such loanor made any investment in the securities of anybody corporate pursuant to Section 186 ofthe Companies Act 2013.
During the year under review there was not a single incident pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. .
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is Annexed inthe prescribed Form MGT-9 which forms part of this report
WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website erf the Company(www.boraxmorarji.com)
RELATED PARTY TRANSACTIONS
Al related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course erf business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors
Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnious approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board Of Directors for their approval on a quarterly basis. The statement is supportedby a Certificate for the Managing Director & the CFO. The Company has developed aRelated Party Transactions Manual Standard Operating Procedures for purpose ofidentification and monitoring of such transactions.
The Policy on Related Party Transactions as approved by the Board in uploaded on theCompanys website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
RISK MANAGEMENT POLICY ' .
The Company has formulated a Risk Management Policy which reflects the over all riskmanagement philosophy the Companys over all approach to risk management riskassessment risk mitigation mechanism and the roll and responsibilities for riskmanagement. Risk management forms an integral part of the business planning and reviewcycle.
The Companys Risk Management Policy is designed to provide reasonable assurancethat objectives are met by integrating management control into the daily operations byensuring compliance with legal requirements and by safe guarding the integrity of theCompanys financial reporting and its related disclosures.
The identification and analysis of and putting in place the process for mitigation ofthese risks is an ongoing process. The Company has also laid down procedure to inform theAudit Committee and the Board about the risk assessment and minimization procedures. Theseprocedures are periodically reviewed to ensure that executive management control risks bymeans of a properly defined frame work.
The monthly review meetings of ail the functional/departmental heads interalia discussthe relative risk management issues.
POLLUTION & SAFETY
Stringent controls and strict monitoring of liquid effluents are carried out regularlyto restrict pollution to the minimum and keep it within the limits prescribed by thestatutory authorities
Borax Morarji (Europe) GmbH is a 100% wholly owned subsidiary Company in Germany.Primarily it takes care of complying with the German Regulations for exports of Specialityboron products to Germany and Europe.
In terms of exemption granted by the Ministry of Corporate Affairs vide its Order No.2/2011 dated 8th February 2011 Balance Sheet of Borax Morarji (Europe) GmbHGermany is not attached to the account of the Company. However the annual accounts of thesubsidiary are available for inspection at the office of the Company and the relateddetailed information will be made available to the Shareholders wheri asked for.
CONSOLIDATION OF ACCOUNTS
In pursuance of the mandatory compliance of the Accounting Standard 21 as issued bythe Institute of Chartered Accountants of India the Company has presented ConsolidatedFinancial Statements for the year under Report consolidating its Accounts with theAccounts of its Wholly Owned Subsidiary Company viz. Borax Morarji (Europe) GmbHGermany. A separate Report of the Statutory Auditors on the Consolidated FinancialStatements also forms part of the same.
Under the Companies Act 2013 our Company is not eligible to invite and renew fixeddeposits. All the fixed deposits are being repaid according to the provision of theCompanies Act 2013.
In accordance with the provisions of Companies Act and Article of Association of theCompany Mr. Laxmikumar Narottam Goculdas (DIN:00459347) retires by rotation at theensuing Annual General Meeting of the Company and being eligible offer himself forreappointment.
Mr.Bimal Lalitsingh Goculdas (DIN:Q0367792)is being reappointed as Managing Directorwith effective from 1st April 2015 for a period of three years He is B.Chem.Engg. from Institute of Chemical Technology(ICT) Mumbai and M.S. (Chemical) from U.S.A.He has in-depth knowledge of chemical industry in India and Abroad. He is associated withthe Company as Director for last 15 years. He is also C.E.O of The Dharamsi MorarjiChemical Company Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Comoanies Act 2013 (hereinafter referred to as the"Act") your Directors confirm that:-
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(b) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 312015 and of the profitand loss of the Company for the year ended March 31 2015;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
Messers.K.S.Aiyar & Co. Chartered Accountants holding ICAI Firm RegistrationNumber 100186W who are the Statutory Auditors of your Company hold office until theconclusions of the 53rd Annual General Meeting of the Company to be held in theyear 2017 (subject to ratification of their appointment at every AGM). It is proposed toratify the appointment of Messers. K.S.Aiyar & Co. Chartered Accountants holdingICAI Firm Registration Number 100186W as Statutory Auditors of the Company from theconclusion of this AGM till the conclusion of the 52nd AGM. Messrs .K.S.Aiyar& Co. Chartered Accountants holding ICAI Firm Registration Number 100186W has underSection 141 of the Act; furnished a certificate of its eligibility for re-appointment. TheMembers year on year will be requested to ratify their appointment as Statutory Auditorsand to authorize the Board of Directors to fix their remuneration. In this connection the attention of the Members is invited to item No. 3 of the Notice.
Observations of the Auditors in their Report to the Members
With regards to the observation of the Auditors under Sr. No.1 in their report to theMembers of the Audited Accounts for the year ended 31s1 March 2015 in respectof Rs.28.00 lacs deposited by the Company in the Court in respect of certain issues raisedby Customs Authorities related to DEPB License against which Company has preferred anappeal and the same is pending before CESTAT. The Management is hopeful of decisions infavour of Company in respect this matter.
Under Sr.No. 2 regarding no provision made against receivables from parties amountingto Rs. 119.25 lacs. The management is hopeful of recovery with amicable settlement.
COST AUDITOR AND COST AUDIT REPORT
The Board Of Directors on the recommendation of Audit Committee has appointed Shri S.S. Dongre Cost Accountant as Cost Auditor of your Company to audit the cost accounts ofthe Company for Financial Year 2015 - 16 at remuneration of Rs. 60000/- (Rupees SixtyThousand Only) inclusive of out of pocket expenses incurred in connection with theaforesaid audit. As required under the Companies act 2013 a resolution seekingmembers approval for the remuneration payable to the Cost Auditor forms part of theNotice convening the Annual General Meeting. In accordance with the requirement of theCentra! Government and pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companycarries out an audit of cost records maintained by the Company every year.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Shri S.R.Padhye Fellow Member of Institute ofCompany Secretaries of India (F 4270) and holding certificate of practice No. 1559 isappointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis Annexed- and forms integral part of this Report.
There is no secretarial audit qualification for the year under review.
PARTICULARS OF EMPLOYEES
The particulars of employees as required under section 197 and rule 5 (2) and 5 (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have notbeen furnished as there are no employees falling within the purview of the provisions ofsaid section and the said rule during the period under review .
(CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith.
The Company has complied with the provisions of Corporate Governance under the ListingAgreement with the Stock Exchange for the year 2014-15. A separate report on CorporateGovernance is sent herewith as part of the Annual Report along with the AuditorsCertificate on compliance.
The Directors are thankful to all the Stakeholders various Government DepartmentsFinancial Institutions Banks and Employees for their valuable co-operation and assistanceduring the year. .
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||L. N. Goculdas |
|Date: 13th August 2015. ||(Chairman) |