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Dharamsi Morarji Chemicals Co Ltd.

BSE: 506405 Sector: Agri and agri inputs
NSE: DHARAMORAR ISIN Code: INE505A01010
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P/E 20.96
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OPEN 129.00
CLOSE 126.95
VOLUME 1556
52-Week high 148.00
52-Week low 77.50
P/E 20.96
Mkt Cap.(Rs cr) 272
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dharamsi Morarji Chemicals Co Ltd. (DHARAMORAR) - Director Report

Company director report

The Directors’ are pleased to present their Ninety Fifth Annual Report togetherwith the audited financial statements of the Company for the financial year ended 31stMarch 2016.

FINANCIAL RESULTS

Financial Year ended 31st March 2016 Financial Year ended 31st March 2015
Rs. in lacs Rs. in lacs
Sales Turnover (Net of Excise Duty) 9980.35 11948.32
Gross Profit / (Loss) 1540.38 1784.73
Less : Depreciation 225.83 243.85
Less : Exceptional Items - 142.60
Profit / (Loss) before Taxation 1314.55 1398.28
Less : Provision for Taxation (MAT) 117.38 -
Profit (Loss) after Taxation 1197.17 1398.28
Add: Balance brought forward 61.83 (1295.81)
Add : Depreciation in respect of Earlier Year as per the provision contain at 7 (b) of
Schedule II to the Companies Act 2013 Nil (40.64)
Balance carried forward 1259.00 61.83
The following is the Sales Turnover (Net of Excise Duty) by group of products:
Commodity Chemicals 3932.34 3987.98
Speciality Chemicals 5714.07 7446.07
Others 333.94 514.27
Total 9980.35 11948.32

Dividend

Though Your Company has made profit during the year in view of the balance ofaccumulated losses your Directors have not recommended any Dividend on CumulativePreference Shares and Equity Shares of the Company for the financial year ended 31stMarch 2016.

MANAGEMENT DISCUSSION & ANALYSIS REPORT INCLUDING PROSPECTS IN THE INDUSTRY

As predicted by all leading global and economic institutions India is a bright star inthe world and Indian economy is expected to grow at 7.5%. As in the past Indian chemicalindustry is expected to perform well.

The company has followed a policy of revamping and re-modelling of the manufacturingcapacity by judiciously following combination of productivity improvement of existingplants and manufacturing facilities and creation of new multipurpose and fl exiblemanufacturing infrastructure ( capable of producing multiple products and capable ofcarrying out multiple processes) through fresh capital expenditure.

The Company’s speciality chemical business is driven by extensive product R &D and process innovations which are significantly different from those in case ofcommodity chemicals business.

The growth of speciality chemicals is driven by both domestic consumption and exports.The speciality chemicals finding application across consumers are driven by overallgrowth of Indian economy. Speciality chemical exports are growing as India has thepotential of becoming an important manufacturing hub for such chemicals.

Large parts of the world are under turmoil and while your company has so far not facedany significant disruptions on the customer side growth in areas such as EU is likely tobe muted. Business has been expanded to other several countries so as to ensure a goodgeographical spread.

On the process development side your company continues to focus on the Sulphur andEthanol chemistry. The expertise gained over the years especially in the safe handling ofhazardous chemicals is being commercially exploited. Products are being selected based onexperience in manufacturing process developed over the years. This includes development ofnovel process an improvement in specifications or cost effectiveness owing to backwardintegration or economies of scale. With specialization in chemistry rather than aparticular end use your company is attempting to insulate from the business cycles of anyone industry. With specialisation in multiple and multipurpose processes and the newproducts your Company is better insulated from the cyclical fl uctuations in the ChemicalIndustry.

The falling crude oil prices has resulted in lower prices of downstream chemicals suchas Benzene and Sulphur. Consequently your company was required to reduce the sellingprices of finished products when the need arose which has partly refl ected in lowerturnover during the financial year ended 31st March 2016 as compared to theprevious year. Your Company had planned essential maintenance shut down which has alsoaffected the performance during the 3rd quarter of the year under review.

Overview of operations

Chemicals

The turnover of Commodity Chemicals during the current Financial Year ended 31stMarch 2016 was slightly lower at Rs. 39.32 crores as compared to the turnover of Rs.39.88 crores during the previous Financial Year. The turnover of Speciality Chemicalsduring the current Financial Year ended 31st March 2016 was Rs. 57.14 croresas compared to Rs. 74.46 crores in the previous year. The Export turnover of the Companyduring the current Financial Year ended 31st March 2016 was Rs. 39.11 croresas compared to Rs. 51.76 crores for the previous Financial Year.

Fertilisers

The Company’s fertilizer business viz. Single Superphosphate (SSP) continues toremain suspended / discontinued. Your Company however continues on moderate scale thebrand licensing arrangement of the Company’s popular "SHIP – BRAND" ofSSP Fertiliser.

Cautionary Statement

Statements in this "Management Discussion and Analysis Report" describing theCompany’s objectives projections estimates expectations or predictions may beconsidered as "forward looking statements" within the meaning of applicablesecurity laws and regulations. Many factors may affect the actual results which could bedifferent from what the Directors envisage in terms of the future performance and outlook.

ADEQUACY OF INTERNAL CONTROLS

Your Company has well laid down policies guidelines and procedures which form part ofits internal control system. The Audit Committee of the Board periodically reviews reportsof Internal Auditors inter alia on adherence by the operating Management of suchpolicies and procedures and suggests changes/modifications and improvements on acontinuous basis. The Company has an independent and adequate system of internal controlsto ensure that all assets are safeguarded and protected against loss from unauthorised useor disposal and the transactions are authorised recorded and reported correctly. Theinternal control systems are supplemented by a programme of internal audit.

HUMAN RESOURCE DEVELOPMENT

As part of ongoing exercise of the restructuring and re-organisation of theCompany’s business the Company undertakes periodic comprehensive reviews of its HRpolicies and amends the same suitably from time to time to meet the emerging businessrequirements. Special emphasis is being led continually on recruitment ofmulti-disciplinary and experience staff to carry forward the growth objectiveness of theCompany. Regular training programmes are being held for the benefit of the staff and theworkmen.

Your Company believes in a collaborative approach and works closely with the unionsand Industrial relations have been cordial during the year under review.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Companies Act2013 (the Act) and the corporate governance requirements as prescribed by Securities andExchange Board of India ( " SEBI " ) under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the "Chief Executive Officer" and "Manager" of theCompany under the Companies Act 2013.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of non-executive Directors. The same wasdiscussed in the Board meeting that followed the meeting of the Independent Directors atwhich the performances of the Board its committees and individual Directors were alsodiscussed.

NOMINATION AND REMUNERATION POLICY

The Policy on Nomination and Remuneration of Directors Key Managerial Personnel andother employees have evolved and have 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 passed through adverse financial condition which had an inevitable impacton the existing compensation and pay structure rather than the qualification experienceand the industry standards.

The Chief Executive Officer (CEO) of the Company is being paid in accordance with theprovisions of the Companies Act 2013 and Schedule V of the Companies Act 2013 whichprescribes the ceiling on the maximum permissible remuneration in respect of Companieshaving inadequate profits.

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 Management of the Company will therefore take into consideration the variousapplicable factors such as qualification experience industry standards etc. and evolvean appropriate policy in course of time once the Company starts making adequate profits.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year 2015-16 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. The Company has given advance against salary to some employees interms of the applicable policies of the Company.

SEXUAL HARASSMENT

During the year under review there was not a single incident under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

DIRECTORS/KEY MANAGEMENT PERSONNEL

Shri Laxmikumar Narottam Goculdas (holding DIN 00459347) Director is retiring byrotation in accordance with the requirements of the Act and under the Article 135 of theArticles of Association of the Company and being eligible offer himself forre-appointment.

Shri Shantilal Tejshi Shah an Independent Directors resigned on 10th August2016 due to his personal commitments. It is not proposed to fill up the vacancy atpresent since the Company is still complied as regards composition of the Board.

The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. Independent Directors have submitted declarations that each of them meets thecriteria of independence as provided in Section 149(6) of the Act and there has been nochange in the circumstances which may affect their status as independent director duringthe year.

During the year the non-executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

The Company continues its operations under the leadership of the Senior CorporateManagement Team comprising of Shri Bimal Lalitsingh Goculdas Chief Executive OfficerShri D. T. Gokhale Executive Vice President and Company Secretary and Shri D. K.Sundaram Chief Finance Officer who are the Key Managerial Personnel.

The Nomination and Remuneration Committee at its meeting held on 12thFebruary 2016 recommended and the Board of Directors of the Company at its Board Meetingheld on 12th February 2016 have re-appointed Shri Bimal Lalitsingh Goculdassubject to the approval of the shareholders by way of special resolution ( in view ofinadequacy of profits ) at the ensuing Annual General Meeting as " Chief ExecutiveOfficer" and "Manager" of the Company within the meaning of the CompaniesAct 2013 for a period of three years with effect from 1st April 2016.

The proposed Remuneration and terms and conditions of appointment of Shri BimalLalitsingh Goculdas "Chief Executive Officer" and "Manager" of theCompany are as per the provisions of the Companies Act 2013 and Schedule V thereto asgiven in the Special Resolution at item no. 5 of the accompanying Notice of the Meetingand the particulars contained therein are in accordance with the disclosures as requiredas per Schedule V Part II Section II of the Companies Act 2013:

The Board recommends the Resolution at Item No. 5 of the accompanying Notice forapproval by the Members of the Company.

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 of the Company (www.dmcc.com).

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year underreview were at arm’s length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential confl ict with the interest of the Company at large.

The Audit Committee and the Board of Directors at their meetings have reviewed andapproved all the related party transactions undertaken by the Company during the FinancialYear.

The related party transactions entered into by the Company are disclosed in Note no.XIII 7(E) of the Notes to Accounts.

All Related Party Transactions are placed/routed through the Audit Committee and theBoard of Directors.

None of the Directors has any pecuniary relationships or transactions with the Company.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy which refl ects the overall riskmanagement philosophy the Company’s overall 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 Company’s 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 theCompany’s 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 all thefunctional/departmental heads interalia discuss the relative risk managementissues.

INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulation2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitiveinformation the Company has adopted a code of conduct to Regulate Monitor and ReportTrading by Insiders (‘Insider Trading Code’) and code of Practices andProcedures for Fair Disclosure of unpublished Price Sensitive Information (‘Code ofFair Disclosure’).

The Insider Trading Code is intended to prevent misuse of unpublished price sensitiveinformation by insiders and connected persons and ensure that the Directors and specifiedpersons of the Company and their dependents shall not derive any benefit or assist othersto derive and benefit from access to and possession of price sensitive information aboutthe Company which is not in the public domain that is to say insider information.

The code of Fair Disclosure ensures that the affairs of the Company are managed in afair transparent and ethical manner keeping in view the need and interest of all theStakeholders.

ENVIRONMENT HEALTH AND SAFETY (EHS)

In the Company it has been our prime endeavour to achieve environment health andsafety (EHS). We thrive to achieve the objective by ensuring accident free work place. Wehave various EHS management processes and methodologies being deployed and implementedunder the EHS to ensure that our employees become more safety conscious and strive toimprove the organisation’s approach towards loss prevention.

The Company has a system of in house EHS training for employees and workmen at thefactory as also the practice of sending the employees/ workmen to various external EHSprogrammes.

All these EHS endeavours help the Company in its efforts in preventing loss of life andproperty damage.

AUDITORS

Messers. K.S.Aiyar & Co. Chartered Accountants holding ICAI Firm RegistrationNumber 100186W who are the Statutory Auditors of your Company hold office until theconclusion of the 96th 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 96th AGM. Messrs. K.S. Aiyar& Co. Chartered Accountants under Section 139 of the Act furnished a certificate ofits eligibility for re-appointment. The Members are requested to ratify their appointmentas Statutory Auditors and 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.

AUDITORS’ OBSERVATIONS

In respect of the Auditors’ observation (in quotes):

"The Company had recognized net deferred tax asset in earlier years aggregatingto Rs.2654.15 lacs till 31st March 2009 considering unabsorbed loss upto 31stMarch 2008 and unabsorbed depreciation up to 31st March 2009. For thesubsequent financial periods further net deferred tax asset has not been recognized inview of management’s perceptions and reason detailed in Note No.V(c). We are not in aposition to opine on the realisability of the said net deferred Tax Asset. Consequentlythe Accumulated losses as at the end of the year would have been higher by Rs.2654.15Lacs".

The managements perception and reasons are detailed in Note no.V(c) and the same isreproduced here below:

Deferred Tax Assets (Net)

The break-up of the Deferred Tax Liability / (Deferred Tax asset) as on 31.03.2016 and31.03.2015 recognized by the Company in the books of account is as follows:

Particulars As at 31-03-2016 As at 31-03-2015
Rs. In Lacs Rs. In Lacs
Deferred Tax Liabilities :
Difference between book and tax depreciation 1611.05 1611.05
Others 221.90 221.90
Total 1832.95 1832.95
Deferred Tax Assets :
Unabsorbed depreciation / Business loss 3610.68 3610.68
Others 876.42 876.42
Total 4487.10 4487.10
Net Deferred Tax Liabilities / (Deferred Tax Assets) : (2654.15) (2654.15)

The Company’s export business over the last three years has been steadily growingat an impressive rate. This has been possible due to appropriate marketing efforts coupledwith quality consciousness on the part of the Company. The focused R & D activity toidentify and develop relevant products meeting high quality standards has always remainedvital to the Company’s business and efforts are undertaken to spread this messageacross the customer base both abroad as well as domestic. The Company is confident ofimproving the current growth rate substantially in overseas business in addition toconsolidating the domestic market both in Speciality and Bulk chemicals. In the near termthe Company expects to achieve this objective by making use of the available unutilizedcapacity as well as building up additional capacity. The marketing team is also beingstrengthened. Consequently there is virtual certainty of realization of "DeferredTax asset" mainly resulting from unabsorbed depreciation and carried forward losses.Accordingly the recognized "Deferred Tax Asset" of Rs.2654.15 Lacs as at31.03.2009 without any addition is being carried forward.

COST AUDITOR AND COST AUDIT REPORT

The Board of Directors on the recommendation of Audit Committee has appointed ShriS.S. Dongare Cost Accountant as Cost Auditor of your Company to audit the cost accountsof the Company for Financial Year 2016-17 at remuneration of Rs. 66000/- (Rupees SixtySix Thousand Only) as also the payment of service tax as applicable and re-imbursement ofactual out-of-pocket expenses incurred in connection with the aforesaid audit. As requiredunder the Companies act 2013 a resolution seeking members’ approval for theremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting. In accordance with the requirement of the Central Government and pursuantto Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014 as amended from time to time your Company carries out an audit of costrecords (Sulphuric Acid) maintained by the Company every year.

The cost Audit Report and the Compliance Report of your Company for the Financial Yearended 31st March 2015 by Shri S.S. Dongare Cost Accountant which was duefor filing with the Ministry of Corporate Affairs by 30th September 2015 wasduly filed on 12th October 2015 accepted by the Government as filed intime.

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 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureI".

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

A Corporate Social Responsibility Committee of the Directors was constituted earlierconsisting of Shri L. N. Goculdas as Chairman Shri H. T. Kapadia Shri M. T. Ankleshwariaand Shri A. W. Ketkar as members of the Committee.

During the current year the committee has been reconstituted with Ms. Mitika LaxmikumarGoculdas as Chairman Shri H. T. Kapadia Shri M. T. Ankleshwaria and Shri A. W. Ketkar asmembers of the Committee.

The Committee met once during the year and due to the average net profit of last threeyears being negative your Company is not required to spend any amount towards CorporateSocial Responsibility activities during the year under review is annexed herewith as"Annexure II".

However as a gesture towards the Corporate Social Responsibility the Company hasdonated an amount of Rs. 500000/- (Rupees Five Lacs Only) to the Corbett Foundation forAssam Flood Relief.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Shri A. D. Gupte FCS No.300 and C.P.No. 1210 toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is includedas "Annexure III" and forms integral part of this Report.

There is no qualification in the report of Secretarial Auditor for the year underreview.

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.

Information required under Section 197 of the Companies Act 2013 read with rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areprovided in "Annexure IV" to this Report.

PUBLIC DEPOSITS

During the year 2015-16 your Company has not accepted/renewed any fixed deposit. Theunclaimed deposits as on 31.03.2015 were Rs. 60000/-. The Company had paid Rs. 20000/-to depositors and paid/transferred Rs. 40000/- to Investor Education and Protection Fundas required. Therefore no deposit has remained unclaimed as on 31 March 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31 2016the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over theyears and the Board of Directors lay strong emphasis on transparency accountability andintegrity. Your Company has adopted a Code of Conduct which is approved by the Board ofDirectors as required under the Listing Agreement with the Stock Exchange Mumbai. TheDirectors and the Management Staff have confirmed their adherence to the provisions of thesaid code. A separate report on Corporate Governance is annexed as a part of the AnnualReport along with the Auditors’ Certificate on its compliance.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure-V andforms an integral part of this Report.

ACKNOWLEDGEMENTS

The Directors are thankful to your Company’s shareholders customers suppliersand contractors various departments of Central and State Governments and Banks for theircontinued valuable support. The relations between the employees and the managementcontinue to be cordial. Your Directors place on record their appreciation of the sincereand devoted efforts of the employees at all levels and their continued co-operationcommitment sense of understanding and the sacrifices made by them during the difficultand critical period which the Company is passing through. Management of your Company isconfident that with the active co-operation from all the stake holder of the Company willbe in a position to overcome this difficult phase.

Registered Office For and on behalf of the Board
Prospect Chambers
317/321 Dr. Dadabhoy Naoroji Road
Fort Mumbai 400 001. LAXMIKUMAR NAROTTAM GOCULDAS
Date : 10th August 2016 Chairman

ANNEXURE I TO THE DIRECTORS’ REPORT

DISCLOSURES

A. CONSERVATION OF ENERGY FORM A POWER AND FUEL CONSUMPTION

April 2015 to March 2016 April 2014 to March 2015
1 Electricity Purchased
Unit (Lac KWH) 48.41 57.53
Total Amount (Rs. Lacs) 394.79 437.32
Rate/Unit (Rs./KWH)

8.15

7.60

2 Furnace Oil
Quantity (K. Litre) 155.49 29.432
Total Amount (Rs. Lacs) 39.78 12.83
Average Rate (Rs/KL) 25585 43592
CONSUMPTION PER TONNE OF MAJOR PRODUCTS
Electricity (Unit-KWH)
1 Single Superphosphate - -
2 Sulphuric Acid 100% 51 51

FORM B B. TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R&D is carried out by the Company :

The Company has an R&D Centre which is approved by the Department of Scientific& Industrial Research Govt. of India New Delhi.

Areas in which R&D activity was carried out includes:

- Process and cost optimisation of existing Speciality Chemicals so as to becompetitive in the domestic and international market.

- Development of the processes for making value added products to cater to the need oflocal and export market.

- Technical support to Marketing efforts for launching new products and for troubleshooting of existing products.

2. Benefits derived as a result of the above R&D: - Quality and yieldimprovement of the existing products.

- Manufacture and supply of some of the products as per the customers’specifications.

3. Future plan of action:

- Studies on the preparation of new Speciality Chemicals and formulations withspecial emphasis on value addition.

- Focus on ethylation & sulphonation Chemistry to develop new products.

4. Expenditure on R&D:

April 2015 to March 2016 April 2014 to March 2015
(i) Capital 65.45 72.30
(ii) Recurring 37.94 29.08
(iii)Total 103.39 101.38
(iv) Total R&D expenditure as a percentage of gross turnover 1.04% 0.85%

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

1. Efforts in brief made towards technology absorption adaptation and innovation:

Technology upgradation and innovation are matters of a continuous process in theCompany.

2. Benefits:

Increased capacity cost reduction improvement in quality and fl exibility to meetmarket demands.

3. Technology imported during the last five years.

No technology was imported during the last five years.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of foreign exchange earned/utilised are as under:

April 2015 to March 2016 April 2014 to March 2015
EARNINGS IN FOREIGN EXCHANGE :
Export of goods calculated on FOB basis 3826.39 4933.65
Total Foreign Exchange earned 3826.39 4933.65
OUTGO IN FOREIGN EXCHANGE:
(1) VALUE OF IMPORTS CALCULATED ON CIF BASIS :
Raw Materials and bought outs
(2) EXPENDITURE IN FOREIGN CURRENCY 111.19 78.53
ON ACCOUNT OF FOREIGN TOURS SUBSCRIPTION ETC.
Total Foreign Exchange outgo 111.19 78.53

 

Registered Office: For and on behalf of the Board
Prospect Chambers LAXMIKUMAR NAROTTAM GOCULDAS
317/321 Dr. Dadabhoy Naoroji Rd Chairman
Fort Mumbai - 400 001.
Date: 10th August 2016.

April 2015 to March 2016 April

ANNEXURE II TO THE DIRECTORS’ REPORT

The composition and the functions of the Company’s Corporate Social Responsibility(CSR) Committee as contemplated as per Section 135 of the Companies Act 2013 is as under:

The Company has formed earlier CSR Committee comprising of the following Directors:

Shri Laxmikumar Narottam Goculdas Chairman

Shri Haridas Tricumdas Kapadia Member

Shri Madhu Thakorlal Ankleshwaria Member

Shri Arvind Wasudeo Ketkar Member

During the current year the Company reconstituted the CSR Committee comprising of thefollowing Directors:

Ms Mitika Laxmikumar Goculdas Chairman

Shri Haridas Tricumdas Kapadia Member

Shri Madhu Thakorlal Ankleshwaria Member

Shri Arvind Wasudeo Ketkar Member

The Committee recognizes that its operations impact a wide community of stakeholdersincluding investors employees customers business associates and local communities andthat appropriate attention to the fulfillment of its corporate responsibilities canenhance overall performance. In structuring its approach to the various aspects ofCorporate Social Responsibility the Company takes into account guidelines and statementsissued by stakeholder representatives and other regulatory bodies.

The functions of the said CSR Committee are as under:

1) Formulate and recommend to the Board a Corporate Social Responsibility Policy whichshall indicate the activities to be undertaken by the Company as specified in ScheduleVII.

2) Recommend the amount of expenditure to be incurred on the activities referred to inpoint no (1) above; and

3) Monitor the Corporate Social Responsibility Policy of the Company from time to time.

The Board of the Company shall approve the CSR and disclose the contents of such policyin its report and place the CSR Policy in the Company‘s website if any. The Boardshall also ensure that the activities included in CSR policy are undertaken by theCompany.

The Board shall ensure that Company spends in every financial year on CSR 2% of theaverage net profits of the Company during the three immediately preceding financial years.

Due to the average net profit of last three years being negative your Company is notrequired to spend any amount towards Corporate Social Responsibility activities during theyear under review.

However as a gesture towards the Corporate Social Responsibility the Company hasdonated an amount of Rs. 500000/- (Rupees Five Lacs Only) to the Corbett Foundation forAssam Flood Relief.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

The Dharamsi Morarji Chemical Co. Ltd.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by The Dharamsi Morarji ChemicalCo. Ltd. (hereinafter called the "Company"). Secretarial Audit was conducted ina manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of The Dharamsi Morarji Chemical Co. Ltd.’s bookspapers minute books forms and returns filed and other records maintained by the companyby means of test checks and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit and as perthe explanations given to me and the representations made by the Management on variousmatters including systems and mechanism formed by the Company for compliance under allapplicable Acts and Regulations to the Company on which I have relied I hereby reportthat in my opinion the company has during the audit period covering the financial yearended on 31st March 2016 generally complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

I have relied on the representations made by the Company and its officers on variousmatters including systems and mechanism formed by the Company for compliance under allapplicable Acts and Regulations to the Company.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by The Dharamsi Morarji Chemical Company Ltd. ("the Company")for the financial year ended on 31st March 2016 according to the provisions ofthe following to the extent applicable to the Company :

(i) The Companies Act 1956 and the Companies Act 2013 (‘the Act’) and therules made thereunder as applicable;

(ii) The Securities Contract (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 and amendments from time to time;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 – (applicable to the Company with effect from01.12.2015).

(vi) The following laws specifically applicable to the Company as intimated to me :

1. The Electricity Act 2003

2. Essential Commodities Act 1955

3. Factories Act 1948

4. Gratuity Act 1972

5. Provision for Bonus Act 1965

6. Employees Provident Fund Act 1952 and Rules

7. Professional Tax Act 1975 and Rules

8. The Environment (Protection) Act 1986

9. The Air (Prevention and Control of Pollution) Act 1981

The Independent Auditor’s Report dated 27th May 2016 states as under:"The Company had recognized net deferred tax asset in earlier years aggregating toRs. 2654.15 lacs till 31st March 2009 considering unabsorbed loss up to 31stMarch 2008 and unabsorbed depreciation up to 31st March 2009. For thesubsequent financial periods further net deferred tax asset has not been recognized inview of management’s perceptions and reasons detailed in Note No. V(c). We are not ina position to opine on the realisability of the said net deferred tax asset. Consequentlythe Accumulated losses as at the year-end would have been higher by Rs.2654.15 Lacs."

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited;

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.

I further report that :

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings as represented by the management were takenunanimously.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. I also report that as intimatedto me during the audit period no events occurred which had bearing on the Company’saffairs in pursuance of the above referred laws regulations guidelines etc.

This report is to be read with my letter of even date which is annexed as Annexure Aand forms an integral part of this report.

A.D. GUPTE
Place : Mumbai FCS No. : 300
Date : 29.07.2016 C.P. No. : 1210

Annexure A

To

The Members

The Dharamsi Morarji Chemical Co. Ltd.

Prospect Chambers

317/321 Dr. D.N. Road

Fort Mumbai 400 001

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 thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are refl ected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial and Cost andIncome Tax records and Books of Accounts of the company.

4. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

A.D. GUPTE
Place : Mumbai FCS No. : 300
Date : 29.07.2016 C.P. No. : 1210

ANNEXURE IV TO THE DIRECTORS’ REPORT

REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITHRULE 5(1) OF THE COMPANIES ( APPOINTMENT AND REMUNEARTION OF MANAGERIAL PERSONNEL) RULES2014.

1. Remuneration paid to the Director’s:

a) The Board of Directors of the Company consists of Two Promoter (Non Executive)Directors and three Independent ( Non- Executive ) Directors.

All the Directors do not receive any remuneration from the Company other than thesitting fees for their attendance in the meeting.

Remuneration to Directors

Details of remuneration ( SITTING FEES FOR MEETINGS) paid to non-executive directorsduring the financial year ended 31st March 2016 are as below:

Sr No Name of Directors Board Meeting Audit Committee Meeting Nomination and Remuneration Committee Meeting Independent Directors Committee Meeting Corporate Social responsibility Committee Meeting Total
1 Shri Laxmikumar Narottam Goculdas 50000 40000 Nil Nil 10000 100000
2 Shri H. T. Kapadia 50000 40000 10000 10000 10000 120000
3 Shri M. T. Ankleshwaria 50000 40000 10000 10000 10000 120000
4 Shri A. W. Ketkar 50000 Nil 10000 10000 10000 80000
5 Shri S. T. Shah @

40000

Nil

Nil

Nil

Nil 40000
6 Ms Mitika L. Goculdas

50000

Nil

Nil

Nil

Nil 50000
Total 290000 120000 30000 30000 40000 510000

@ Since Resigned w.e.f. 10.08.2016

The ratio of remuneration of each Director to the median remuneration of the employeesof the Company for the Financial Year 2015-16.

Not Applicable as the directors are not paid remuneration from the Company other thanthe sitting fees.

2. Percentage increase in remuneration of Chief Executive Officer Company Secretaryand Chief Finance Officer of the Company during the financial year ended 31stMarch 2016 are as below:

The percentage increase in the remuneration of the Chief Executive Officer CompanySecretary and Chief Finance Officer of the Company during the financial year ended 31stMarch 2016 ranges up to 13.35%.

3. Percentage increase in the median remuneration of employees of the Company duringthe financial year ended 31st March 2016 is 3.72%

4. The number of permanent employees on the rolls of the Company as on 31stMarch 2016 are 189

5. The explanation on the relationship between average increase in remuneration andCompany performance :

The percentage increase in salary is in line with the market situation businessperformance financial position of the Company.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

Company’s ideology business performance financial position merit increases andannual bonus payouts of its employees including Key Managerial Personnel are directlylinked to individual performance as well as the Company.

7. Variations in the market capitalisation of the Company price earnings ratio as atthe Closing date of the year ended 31st March 2016 and previous financial yearand percentage increase or decrease in the market quotations of the shares of the Companyin comparison to the rate at

As on 31.03.2016 (Rs. In Lacs) As on 31.03.2015 ( Rs. In Lacs)
Market Capitalisation 12127.58 3348.10

Price Earnings ratio of the Company was 10.72 as at 31st March 2016 and was2.51 as at 31st March 2015. The company has not come out with public offer ofequity shares . Hence the details of the same are not applicable.

8. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

The average percentage increase made in the salaries of employees other than theManagerial Personnel in the period was 7.93% where as the average increase in themanagerial remuneration was 5.48% .

9. The Key parameters for any variable component of remuneration availed by theDirectors:

Not applicable as there are no Executive Directors during the financial year ended 31stMarch 2016.

10. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but received remuneration in excess of the highest paid director ofthe Company during the financial year ended 31st March 2016. Not Applicable

11. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

ANNEXURE V TO DIRECTORS’ REPORT

FORM NO. MGT-9

Extract of annual return as on the financial year ended on 31.03.2016

[Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS :

(i) CIN : L24110MH1919PLC000564
(ii) Registration date : 25/09/1919
(iii) Name of the company : The Dharamsi Morarji Chemical Co. Ltd.
(iv) Category/sub-category of the company : Company Limited by Shares / Indian Non-Government Company
(v) Address of the registered office and contact details : Prospect Chambers 317/321 Dr. D.N. Road
Fort Mumbai 400001 Maharashtra
Tel. 022 22048881-2-3
Fax : 022 22813657
www.dmcc.com
dgokhale@dmcc.com
(vi) Whether listed company : Yes – on BSE Limited
(vii) Name Address and Contact details of Registrar and Transfer Agent if any : Link Intime India Pvt. Ltd.
C-13 Pannalal Silk Mills Compound LBS Marg
Bhandup (W) Mumbai 400 078 Maharashtra
Tel. 022-2596 3838 022-2594 6970
Fax: 022-2594 6969
e-mail:rnt.helpdesk@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany are :

Sr. No. Name and Description of main products/services NIC Code of the Product/service % to total turnover of the company
1. Speciality Chemicals 202 57.25
2. Commodity Chemicals 201 39.40

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the company CIN/GLN Holding/Subsidiary/ associate % of shares held

Applicable Section

1.

Nil

Nil

Nil

Nil

Nil

2.

Nil

Nil

Nil

Nil

Nil

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise share holding

Category of shareholders No. of shares held at the Beginning of the year No of Shares held at the End of the year % Change During
Demat Physical Total % of Total shares Demat Physical Total % of Total shares The year
A. Promoters
(1) Indian
(a) Individual/ HUF 365531 73350 438881 2.06 78911 73350 152261 0.72 0.00
(b) Central Govt. - - - - - - - - -
(c) State Govt(s) - - - - - - - - -
(d) Bodies Corp. 2096801 3600 2100401 9.88 2096801 3000 2099801 9.88 0.00
(e) Banks/FI - - - - - - - -
(f) Any Other
Sub-total(A)(1) 2462332 76950 2539282 11.94 2175712 76350 2252062 10.59 0.00
(2) Foreign
(a) NRIs - Individuals 7539996 299381 7839377 36.88 8107109 600 8107709 38.14 (0.09)
(b) Other - Individuals
(c) Bodies Corp.
(d) Banks/FI
(e) Any Other
Sub-total(A)(2) 7539996 299381 7839377 36.88 8107109 600 8107709 38.14 (0.09)
Total shareholding of Promoter (A)=(A) (1)+(A)(2) 10002328 376331 10378659 48.82 10282821 76950 10359771 48.73 (0.09)
B. Public
Shareholding
1. Institutions
(a) Mutual Funds/UTI - 4304 4304 0.02 307133 4304 311437 1.47 1.45
(b) Banks/FI 395377 303546 698923 3.29 132910 303546 436456 2.05 (1.24)
(c) Central Govt.
(d) State Govt(s)
(e) Venture Capital - 200 200 0.00 - 200 200 0.00 0.00
Funds
(f) Insurance
Companies
(g) FIIs
(h) Foreign Venture Capital Funds
(i) Others (specify) Sub-total(B)(1)

395377

308050

703427

3.31

440043

308050

748093

3.52

0.21

2. Non-Institutions
(a) Bodies Corp. 1050657 22172 1072829 5.05 950772 22172 972944 4.58 (0.47)
i. Indian
ii. Overseas
(b) Individuals
i. Individual shareholders holding nominal share capital upto Rs.1 Lakh 3832868 822614 4655482 21.90 3510052 785497 4295549 20.21 (1.69)
ii. Individual shareholders holding nominal share capital in excess of Rs.1 Lakh 3817527 99509 3917036 18.43 3374709 99509 3474218 16.34 (2.09)
(c) Others (HUF specify) 0.00 686536 - 686536 3.23 3.23
i. Clearing Members

82051

-

82051

0.39

131501

-

131501

0.62

0.23

ii. Non Resident

200770

81764

282534

1.33

208170

24914

233084

1.10

(0.23)

Indians (NRI)
iii. Non Resident 35110 24914 60024 0.28 170249 80097 250346 1.18 0.90
Indians (NRN)
iv. Trusts 105696 - 105696 0.50 105696 - 105696 0.50 0.00
v. Others Foreign 83 - 83 0.00 83 - 83 0.00 0.00
Nationals
Sub-total (B)(2) 9124762 1050973 10175735 47.87 9137768 1012189 10149957 47.75 (0.12)
Total Public 9520139 1359023 10879162 51.18 9577811 1320239 10898050 51.27 0.09
Shareholding (B) =
(B)(1) + (B)(2)
C. Shares held by Custodian for GDRs & ADRs

Nil

Nil

Nil

0.00

Nil

Nil

Nil

0.00 0.00
Grand Total (A+B+C) 19522467 1735354 21257821 100% 19860632 1397189 21257821 100% 0.00

(ii) Shareholding of promoters

Sr. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in share-
No. of shares % of total shares of the company % of shares pledged/ encumbered total No. of shares % of total shares of the company % of shares pledged/ encumbered total shares holding during the year shares
1. Bimal Lalitsingh Goculdas

3673

0.02

Nil

3673

0.02

Nil

0.00

2. Sonali B. Goculdas 33808 0.16 Nil 33808 0.16 Nil 0.00
3. Harisingh Narottamdas Goculdas

2828

0.01

Nil

2828

0.01

Nil

0.00

4. Kosan Industries Pvt. Ltd.

3000

0.01

Nil

3000

0.01

Nil

0.00

5. Lalit N. Goculdas

2121

0.01

Nil

2121

0.01

Nil

0.00

6. Mulraj Dwarkadas Goculdas

17149

0.08

Nil

17149

0.08

Nil

0.00
7. Mulraj Dwarkadas Goculdas

16664

0.08

Nil

16664

0.08

Nil

0.00

8. Radha Lalit Goculdas

3678

0.02

Nil

3678

0.02

Nil

0.00

9. Ranchoddas Mathradas Goculdas

17412

0.08

Nil

17412

0.08

Nil

0.00

10. Ranchoddas Mathradas Goculdas

22125

0.10

Nil

22125

0.10

Nil

0.00

11. Bharati Laxmikumar Goculdas 20889 0.10 Nil 20889 0.10 Nil 0.00
12. The Natural Gas Co.Pvt. Ltd.

785657

3.70

Nil

785657

3.70

Nil

0.00

13. Phoenix Distributors Pvt. Ltd.

730295

3.44

Nil

730295

3.44

Nil

0.30

14. Bharati Laxmikumar Goculdas 265731 1.25 Nil 265731 1.25 Nil 0.00
15. Jasraj Trading Company 124849 0.59 Nil 124849 0.59 Nil 0.00
16. L.P. Gas Equipment Private Ltd.

456000

2.15

Nil

456000

2.15

Nil

0.00

17. Bimal Lalitsingh Goculdas

32803

0.15

Nil

32803

0.15

Nil

0.00
18. Bombay Foods Pvt. Ltd.

600

0.00

Nil

19. Laxmikumar Narottam Goculdas

3070842

14.45

Nil

7821089

36.79

Nil

0.09

20. Laxmikumar Narottam Goculdas

85671

0.40

Nil

21. Laxmikumar Narottam Goculdas

98110

0.45

Nil

22. Laxmikumar Narottam Goculdas

4500

0.02

Nil

23. Laxmikumar Narottam Goculdas

57500

0.27

Nil

24. Laxmikumar Narottam Goculdas

20700

0.10

Nil

25. Laxmikumar Narottam Goculdas

17400

0.08

Nil

26. Laxmikumar Narottam Goculdas

15500

0.07

Nil

27. Laxmikumar Narottam Goculdas

4285300

20.16

Nil

28. Laxmikumar Narottam Goculdas

80743

0.38

Nil

29. Laxmikumar Narottam Goculdas

103111

0.49

Nil

Total

10378659

48.82

Nil

10359771 48.73 Nil (0.09)

(iii) Change in Promoters’ Shareholding (please specify if there is no change)

Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year as on 01/04/2015 10378659 48.82 10378659 48.82
Dearease-23.10.2015 transferred to the beneficiaries of the Trust by Shri Laxmikumar -18888 -0.09
Narottam Goculdas
At the End of the year – As on 31-03.2016 10359771 48.73

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs) :

Sr. No. For Each of the Top 10 Shareholders (*) Date Increase or Decrease / Reasons

Shareholding at the beginning of the year 01/04/2015

Shareholding at the end of the year 31/03/2016

No. of shares % of total shares of the company No. of shares No. of shares held % of total shares of the company
1 Urvashi D. Morarji 536026 2.52 536026 536026 2.52
2 SBI Pipe Fund - 1 0 0.00
22/01/2016 Increase/Transfer 47500 47500
29/01/2016 Increase/Transfer 45265 92765
05/02/2016 Increase/Transfer 53060 145825
12/02/2016 Increase/Transfer 25954 171779
19/02/2016 Increase/Transfer 60853 232632
26/02/2016 Increase/Transfer 8000 240632
04/03/2016 Increase/Transfer 11413 252045
11/03/2016 Increase/Transfer 12406 264451
18/03/2016 Increase/Transfer 23042 287493
30/03/2016 Increase/Transfer 19640 307133 1.44
3 Ravi Pareek 0 0.00
31/12/2015 Increase/Transfer 13294 13294
01/01/2016 Increase/Transfer 5249 18543
08/01/2016 Increase/Transfer 73178 91721
15/01/2016 Increase/Transfer 249 91970
22/01/2016 Increase/Transfer 40753 132723
05/02/2016 Increase/Transfer 14285 147008
12/02/2016 Increase/Transfer 30732 177740
19/02/2016 Increase/Transfer 35103 212843 1.00
4 Bharat Jamnadas 183556 0.86
Dattani
12/06/2015 Increase/Transfer 17500 201056
19/06/2015 Increase/Transfer 21300 222356
26/06/2015 Increase/Transfer 4000 226356
16/10/2015 Decrease/Transfer -15000 211356 0.99
5 Industrial Development Bank of India Ltd. 173451 0.82 173451 173451 0.82
6 Raju Bhandari 107328 0.54
10/04/2015 Decrease/Transfer -210 107118
15/05/2015 Decrease/Transfer -450 106668
22/05/2015 Decrease/Transfer -100 106568
05/06/2015 Increase/Transfer 700 107268
12/06/2015 Increase/Transfer 3654 110922
19/06/2015 Increase/Transfer 5420 116342
26/06/2015 Increase/Transfer 3569 119911
30/06/2015 Increase/Transfer 9699 129610
03/07/2015 Increase/Transfer 2244 131854
10/07/2015 Increase/Transfer 500 132354
17/07/2015 Decrease/Transfer -650 131704
24/07/2015 Decrease/Transfer -450 131254
31/07/2015 Increase/Transfer 3430 134684
07/08/2015 Increase/Transfer 420 135104
14/08/2015 Increase/Transfer 1150 136254
21/08/2015 Increase/Transfer 3050 139304
28/08/2015 Increase/Transfer 1365 140669
04/09/2015 Increase/Transfer 570 141239
11/09/2015 Increase/Transfer 332 141571
18/09/2015 Increase/Transfer 1121 142692
25/09/2015 Decrease/Transfer -50 142642
30/09/2015 Decrease/Transfer -410 142232
09/10/2015 Decrease/Transfer -650 141582
16/10/2015 Decrease/Transfer -1050 140532
23/10/2015 Decrease/Transfer -985 139547
30/10/2015 Decrease/Transfer -725 138822
06/11/2015 Decrease/Transfer -80 138742
13/11/2015 Increase/Transfer 16175 154917
20/11/2015 Decrease/Transfer -500 154417
27/11/2015 Decrease/Transfer -100 154317
04/12/2015 Decrease/Transfer -50 154267
11/12/2015 Decrease/Transfer -1080 153187
18/12/2015 Decrease/Transfer -400 152787
25/12/2015 Decrease/Transfer -1424 151363
31/12/2015 Decrease/Transfer -100 151263
08/01/2016 Decrease/Transfer -1700 149563
15/01/2016 Decrease/Transfer -6415 143148
22/01/2016 Increase/Transfer 1226 144374
29/01/2016 Decrease/Transfer -9 244365
05/02/2016 Decrease/Transfer -500 143865
12/02/2016 Decrease/Transfer -50 143815
26/02/2016 Increase/Transfer 950 144765
04/03/2016 Decrease/Transfer -150 144615
11/03/2016 Decrease/Transfer -750 143865
18/03/2016 Decrease/Transfer -350 143515
25/03/2016 Decrease/Transfer -50 143465 0.67
7 State Bank of India 132155 0.62 132155 132155 0.62
8 Bharat Jamnadas 5784 0.02
12/06/2015 Increase/Transfer 30000 35784
19/06/2015 Increase/Transfer 19000 54784
26/06/2015 Increase/Transfer 79300 134084
03/07/2015 Increase/Transfer 68 134152
16/10/2015 Decrease/Transfer

-7500

126652

0.60

9 Tanvi T. Mehta 115000 0.54
10/07/2015 Increase/Transfer 5000 120000 0.56
10 Amit Panchamia 170052 0.80
10/04/2015 Decrease/Transfer -9340 160712
17/04/2015 Decrease/Transfer -1000 159712
29/05/2015 Increase/Transfer 5000 164712
26/06/2015 Decrease/Transfer -14731 149981
10/07/2015 Decrease/Transfer -5400 144581
25/09/2015 Increase/Transfer 124581 269162
30/09/2015 Decrease/Transfer -134581 134581
09/10/2015 Decrease/Transfer -10000 124581
23/10/2015 Decrease/Transfer -1860 122721
06/11/2015 Decrease/Transfer -5805 116916
13/11/2015 Decrease/Transfer -18470 98446
20/11/2015 Decrease/Transfer -1530 96916
27/11/2015 Decrease/Transfer -400 96516
04/12/2015 Decrease/Transfer -2000 94516
19/02/2016 Increase/Transfer 10050 104566 0.49
11 Manoj Bagadia 238661 1.1227
19/06/2015 Decrease/Transfer -8661 230000
10/07/2015 Decrease/Transfer -15000 215000
17/07/2015 Decrease/Transfer -20000 195000
24/07/2015 Decrease/Transfer -35000 160000
14/08/2015 Decrease/Transfer -5000 155000
21/08/2015 Decrease/Transfer -5000 150000
25/09/2015 Decrease/Transfer -5000 145000
30/09/2015 Decrease/Transfer -10000 135000
09/10/2015 Decrease/Transfer -5000 130000
16/10/2015 Decrease/Transfer -15000 115000
20/11/2015 Decrease/Transfer -12000 103000
31/12/2015 Decrease/Transfer -3000 100000
08/01/2016 Decrease/Transfer -2000 98000
15/01/2016 Decrease/Transfer -500 97500
26/02/2016 Increase/Transfer 1600 99100
04/03/2016 Increase/Transfer 1572 100672 0.47
12 Prabha Pratapsingh Goculdas 257231 1.2101
03/07/2015 Decrease/Transfer -7231 250000
10/07/2015 Decrease/Transfer -35000 215000
17/07/2015 Decrease/Transfer -60000 155000
24/07/2015 Decrease/Transfer -15000 140000
07/08/2015 Decrease/Transfer -20000 120000
21/07/2015 Decrease/Transfer -30000 90000
11/09/2015 Decrease/Transfer -10000 80000
18/09/2015 Decrease/Transfer -10000 70000
25/09/2015 Decrease/Transfer -20000 50000
30/09/2015 Decrease/Transfer -3331 46669
09/10/2015 Decrease/Transfer -21669 25000
16/10/2015 Decrease/Transfer -10000 15000 0.07
13 ICICI Bank Ltd. 262467 1.2347 0 0 0.00
12/06/2015 Decrease/Transfer -116468 145999
11/03/2016 Decrease/Transfer -145435 564
18/03/2016 Decrease/Transfer -564 0
14 Bharat Equity Service Ltd. 255000 1.1996 0 0 0.00
10/04/2015 Increase/Transfer 500 255500
05/06/2015 Decrease/Transfer -55500 200000
12/06/2015 Decrease/Transfer -25000 175000
19/06/2015 Decrease/Transfer -55000 120000
26/06/2015 Decrease/Transfer -5000 115000
30/06/2015 Decrease/Transfer -10000 105000
03/07/2015 Decrease/Transfer -5000 100000
10/07/2015 Decrease/Transfer -30000 70000
17/07/2015 Decrease/Transfer -70000 0 0.00
15 Parul Panchamia 140370 0.6603 0 0 0.00
29/05/2015 Increase/Transfer 14862 155232
10/07/2015 Decrease/Transfer -22000 133232
17/07/2015 Decrease/Transfer -133232 0 0.00

(*) The Shares of the Company are traded on a daily basis and hence the date wiseincrease/ decrease in shareholding is not indicated.

Shareholding is consolidated based on Permanent Account Number (PAN) of theshareholder.

(v) Shareholding of Directors and Key Managerial Personnel :

Sr. No. Name of Director / KMP Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Shri Laxmikumar Narottam Goculdas 1/4/2015 7839377 36.88 7839377 36.88
Transferred during the year (18288) (0.09) (18288) (0.09)
31/3/2016 7821089 36.79 7821089 36.79
2 Shri Haridas Tricumdas Kapadia 1/4/2015 11448 0.05 11448 0.05
Sold during the year 1/10 to 31/12/15 (5100) (0.02) (5100) (0.02)
31/3/2016 6348 0.03 6348 0.03
3 Shri Arvind Wasudeo Ketkar 1/4/2015 324 0.01 324 0.01
31/3/2016 324 0.01 324 0.01
4 Shri Bimal Lalitsingh Goculdas 1/4/2015 36476 0.17 36476 0.17
31/3/2016 36476 0.17 36476 0.17
5 Shri Dilip Trimbak Gokhale 1/4/2015 150 0.00 150 0.00
31/3/2016 150 0.00 150 0.00
6 Shri D K Sundaram

1/4/2015

Nil

0.00

Nil

0.00

31/3/2016

Nil

0.00 Nil 0.00

V. INDEBTEDNESS

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
I. Principal Amount 639.32 1789.24 224.40 2652.96
II. Interest due but not paid - - -
III. Interest accrued but not due - - -
Total (I + II + III) 639.32 1789.24 224.40 2652.96
Change in Indebtedness during the financial year
• Addition 329.10 - - 329.10
• Reduction 287.72 756.62 90.40 1134.74
Net Change 41.38 (-) 756.62 (-) 90.40 (-) 805.64
Indebtedness at the end of the financial year
i. Principal Amount 680.70 1032.62 134.00 1847.32
ii. Interest due but not paid - 26.40 3.23 29.63
iii. Interest accrued but not due - - - -
Total (I + ii + iii) 680.70 1059.02 137.23 1876.95

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager :

Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Shri Bimal Lalitsingh Goculdas CEO & Manager Total Amount
In Rs.
1. Gross salary
(a) Salary as per provisions contained in section 17(l) of the 3948000 3948000
Income-tax Act 1961.
(b) Value of perquisites under section 17(2) Income-tax Act 1961. 248513 248513
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - -
2. Stock option - -
3. Sweat equity - -
4. Commission - -
- as % of profit - -
- others specify…. - -
5. Others (Please specify)- Retirals 468000 468000
Total (A) 4664513 4664513

B. Remuneration to other directors (Refer Corporate Governance Report for details):

Sr. No. Particulars of Remuneration Name of Directors Total Amount
1. Independent Directors Mr. Haridas Mr. Madhu Thakorlal Mr. Arvind Mr. Shantilal
Tricumdas Kapadia Ankleshwaria Wasudeo Ketkar Tejshi Shah
• Fee for attending Board/ 120000 120000 80000 40000 360000
Committee meetings
• Commission - - - -
• Others please specify - - - -
Total (B) (I) 120000 120000 80000 40000 360000
2. Other Non-Executive Directors Mr. Laxmikumar Narottam Goculdas Ms. Mitika Laxmikumar Goculdas Total
• Fee for attending Board/ 100000 50000 150000
Committee meetings
• Commission - - -
• Others please specify - - -
Total (B) (2) 100000 50000 150000
Total (B) = (1 + 2) 510000
Total Managerial Remuneration

C. Remuneration to key managerial personnel other than MD/Manager/WTD

Sr. No. Particulars of Remuneration

Key Managerial Personnel

Mr.D.T. Gokhale Mr.D.K. Sundaram Total
Executive Vice President & Chief Finance Officer
Company Secretary
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961. 2125000 2017000 4142000
(b) Value of perquisites under section 17(2) of the Income-tax Act 1961. 70461 61600 132061
Profits in lieu of salary under section 17(3) Income-tax - - -
Act 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - -
- others specify - - -
5. Others please specify - - -
Total 2195461 2078600 4274061

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

There were no penalties punishment or compounding of offences during the yearended March 31 2016.