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Indo Borax & Chemicals Ltd.

BSE: 524342 Sector: Industrials
NSE: N.A. ISIN Code: INE803D01013
BSE LIVE 15:24 | 23 Aug 290.00 3.75
(1.31%)
OPEN

296.00

HIGH

297.00

LOW

286.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 296.00
PREVIOUS CLOSE 286.25
VOLUME 910
52-Week high 343.60
52-Week low 211.50
P/E 11.35
Mkt Cap.(Rs cr) 93
Buy Price 290.00
Buy Qty 10.00
Sell Price 296.80
Sell Qty 5.00
OPEN 296.00
CLOSE 286.25
VOLUME 910
52-Week high 343.60
52-Week low 211.50
P/E 11.35
Mkt Cap.(Rs cr) 93
Buy Price 290.00
Buy Qty 10.00
Sell Price 296.80
Sell Qty 5.00

Indo Borax & Chemicals Ltd. (INDOBORAXCH) - Director Report

Company director report

To The Members of Indo Borax & Chemicals Ltd

Your Directors have pleasure in presenting 35th Annual Report and theAudited Statement of Accounts for the year ended on 31" March2016.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March2016 issummarized below:

Particulars

Standalone

Consolidated

31-3-2016 31-3-2015 31-3-2016 31-3-2015
Sales 7340.63 8128.75 7765.63 9613.01
Less: Excise Duty 803.94 867.85 803.94 867.85
Net Sales 6536.69 7260.90 6961.69 8745.16
Other Income 289.79 39295 283.66 303.47
Profit before Depreciation & Taxation 1477.72 1939.67 1488.21 2110.66
Less: Depreciation 124.49 114.68 125.29 115.66
Provision for Taxation 388.20 589.30 390.99 645.30
Deferred Tax 49.09 (6.64) 49.06 (7.14)
Prior period Adjustments - 0.30 - 1.36
Minority interest - - - 45.38
Profit after Depreciation & Taxation 915.94 1242.03 922.37 1310.10
Balance brought forward from previous year 6521.93 5490.04 6629.82 5529.86
Profit available for appropriation 7437.87 6732.07 7552.69 6839.96
Less: Appropriations
Capital Redemption Reserve - 27.20 _ 27.20
Proposed Final Dividend 48.14 48.14 48.14 48.14
Tax on Dividend 9.80 9.80 9.80 9.80
Transfer to General Reserve 90.00 125.00 90.00 125.00
Balance carried to Balance Sheet 7289.93 6521.93 7404.75 6629.82

DIVIDEND

Your Directors are pleased to recommend final dividend of Rs.1.50 (One Rupee &Fifty paise) per equity share of Rs.10/- each on 3209000 Equity Sharesif approved bythe memberswould involve a cash outflow of Rs.57.94 Lacs including dividend tax.

TRANSFER TO RESERVES

During the year your company has transferred Rs.9000000/- to General Reserve out ofthe amount available for appropriation and an amount of Rs.728992891/- is proposed tobe retained in the profit and loss account.

COMPANY’S PERFORMANCE

On consolidated basissales for the financial year 2015-16 stood at Rs.6961.69 lacswhich was lower by 20.39% over last year (Rs.8745.1511acs in 2014-15).Earnings before taxand depreciation was Rs.1488.21lacswhich was lower by 29.49% over EBTD of Rs.2110.66 Lacsin 2014-15.The profit after tax for the year was Rs.922.86 lacswhich was lower by 29.56%over the PAT of Rs.1310.10 lacs in 2014-15.The drop in the sales and profit was the resultof shutdown of the plant for capacity expansion.

On standalone basissales for the financial year 2015-16 stood at Rs.6536.69 lacswhichwas lower by 9.97% over last year (Rs.7260.90 lacs in 2014-15).Earnings before tax anddepreciation was Rs.1477.72 lacswhich was lower by 23.82% over EBTD of Rs.1939.67 Lacs in2014-15.The profit after tax for the year was Rs.915.93which was lower by 26.25% over thePAT of Rs.1242.03 lacs in 2014-15.The production of boron products decreased by 5.33% ascompare to 6.93% increase in previous yearwhich was due to the shutdown of the plant forcapacity expansion.SUBSIDIARY COMPANY

A subsidiary company Indoborax Infrastructure Private Limited is wholly ownedsubsidiary company.There are no associate companies within the meaning of Section 2(6) ofthe Companies Act2013 ("Act")There has been no material change in the natureof business of the subsidiary.During the year company has sold 1 unit out of the 2residential units constructed.During the year under reviewthe company recorded turnoverof Rs.425.00 lacs and earned profit after tax of Rs.6.93 lacs for the year.

As pursuant to Section 129 of the Companies Act2013 the Audited accounts and Reportsof Beard of Directors and Auditors for the year ended 31" March2016 relating to thesubsidiary company are attached to the accountshence the AOC-1 is not required to begiven.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company and its subsidiary which form partof Annual Report have been prepared in accordance with section 129(3) of the CompaniesAct2013.Consolidated Financial Statements for the year ended 3 r March2016 along withreport of the auditors thereon are attached herewith.

INTERNAL FINANCIAL CONTROL

The details in respect of the internal financial control and their adequacy areincluded in Management Discussion & Analysiswhich forms part of this report.

NUMBER OF MEETING OF THE BOARD

During the financial year 2015-16 the Board of Directors met 6 times on the followingdates: 30-May-201512-Aug- 2015 18-Sept-20155-Nov-201518-Dec-2015 and 13- Feb-2016.Fordetails of the meeting of the boardplease refer to the Corporate Governance Reportwhichforms part of this report.

COMMITTEES OFTHE BOARD

As per requirement of SEB1 (Listing Obligation and Disclosures Requirements)Regulation2015 & the Companies Act2013there are four Committees of the Boardasfollows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relation Committee

4. Corporate Social Responsibility Committee Details of all the committees along withtheir compositionname of the membersmeetings held during the year and attendance areprovided in the Corporate Governance Reportwhich forms a part of thisReport.RESPONSIBILITY STATEMENT OF THE BOAUD OF DIRECTORS

Pursuant to Section 134 (5) of the Companies Act2013the board of directorsto thebest of their knowledge and abilityconfirm that:

(i) in the preparation of the annual accounts; the applicable accounting standards havebeen followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give true and fair viewof the state of affairs of the Company at the end of financial year and of the profit ofthe Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the ActMr.Arun SurekaMr.N.K.Mittal andMr.Govind Parmarwere appointed as independent directors at the annual general meeting ofthe company held on 27w September2014.Company has received declaration fromall the Independent Directors of the company confirming that they meet the criteria ofindependence prescribed under sub-section (6) of Section 149 of the Companies Act2013 andListing Regulations with Stock Exchange.

During the yearMr.S.K.JainChairman & Managing Directorretires by rotation in theforthcoming Annual General Meeting and being eligibleoffers himself for reappointment.

Pursuant to provisions of section 2013 of the Actthe key managerial personnel of thecompany are Mr.S.K.JainChairman and Managing DirectorMr.Sajal JainChief Executive andChief Financial Officer and Mr.Pravin ChavanCompany Secretary.There has been no change inthe key managerial personnel during the year.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its ownperformanceBoard Committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by the SEB1 (ListingObligation and Disclosure Requirements) Regulation 2015.The performance of the Board wasevaluated by the Board after seeking inputs from all the directors on the basis ofcriteria such as 1.Attendance of Board Meeting and other Board Committeemeetings2.Contribution made in deliberation in meetings 3.Inputs regarding future growthof company and its performance4. Providing feedback going beyond information provided bythe management and 5.Commitment to shareholders and other stareholders.

In separate meeting of independent Directorsperformance of the non-independentdirectorsperformance of the board as a whole and performance of the Chairman wasevaluatedtaking into account the views of the executive directors and non-executivedirectors.Performance evaluation of independent directors was done by the entireboardexcluding the independent director being evaluated.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility Policy (CSR Policy) of theCompany and initiatives undertaken by the Company on CSR activities during the year areset out in Annexure I of this report in the format prescribed in the Companies(CorporateSocial Responsibility Mcy) Rules2014.The details about the CSR committeeplease refer tothe Corporate Governance Reportwhich form part of this report.The CSR policy is availableon the website of the company http: //www.indoborax.com/csr.php WHISTLE BLOWER POLICY TheCompany has formulated whistle blower policy for Directors and employees to report theirgenuine concerns regarding unethical behavioractual or suspected fraud or violation ofthe Company's Cods of Conduct and Ethics Policy.The said mechanism also provides foradequate safeguard against victimization of persons who use such mechanism and makesprovision for direct access to the chairman of the Audit Committee in the appropriate orexceptional cases.We affirm that no employee of the company was denied access to the AuditCommittee.The Whistle Blower Fblicy have been disclosed on website of the Company at http://www.indoborax.com/Whistle- Blower-Pbiicy.php

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules2014are givenbelow:

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of the Directors Ratio of median remuneration
Mr.Sushilkumar JainManaging Director 38.30
Mr.Sajal JainChief Executive & 38.30

Company has not paid any remuneration to non-executive directors except sitting fees.

b) The percentage increase in remuneration of each directorkey managerial personnel inthe financial year:

Name of the Directors Key Managerial Personnel % increase in remuneration in the financial year
Mr.Sushilkumar JainMl) (26.41)
Mr.Sajal Jain.CEO & CFO (26.41)
Mr.Fravin ChavanCompany Secretary •

•Since this information is part of Ihe previous yearthe same is not comparable.

c) The percentage increase in the median remuneration of the employees in the financialyear: 2.09%

d) The number of permanent employees on the rolls of the company: 83

e) The explanation on the relationship between average increase in remuneration andcompany performance: On an averageemployees received an annual increase of 6%.Theindividual increment varied from 6% to 22%based on individual performance.In order toensure that remuneration reflects Company performancethe salary increment is also linkedto overall performance of the company.

f) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:

Aggregate remuneration of Key Managerial personnel (KMP) in FY 2015-16 (Rs.in lacs) 167.47
Revenue 6536.69
Remuneration to KMP (as % of revenue) 2.56
Profit before Tax 1353.23
Remuneration of KMP ( % of PBT) 12.38

g) Variation in the market capitalisation of the companyprice earnings ratio as at theclosing date of the current financial year and previous financial year:

Particulars March 312016 March 31.2015 % Change
Market capitalisation 9505.06 7528.31 26.26
Price Earnings Ratio 10.38 6.09 70.44

h) Percentage increase or decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last publicoffer:

Particulars March 312016 May 241993 (IPO) % Change
Market Price (BSE) 296.20 15.00 1974.66

i) 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 annual increase was around 6%.However during the yearthe total increase inemployee benefits is approximately 27%.

During the year under review there was no increment in the managerial salarythecommission which is based on % of profit have also been decreasedwhich is directly linkedwith the performance of the company.Decrease in the managerial remuneration for the yearwas 26.41 %.

j) Comparison of each remuneration of the Key Managerial Rarsonnel against theperformance of the Company:

Mr. Sushilkuma Jain Managing Director Mr.Sajal Jain Chief Executive Officcr and Chief Financial Officer Mr.Pravir ChavanCompany Secretary
Remuneration in FY 16 73.75 73.75 19.97
Revenue 6536.69
Remuneration as % of revenue 1.13 1.13 0.31
Profit before tax (PBT) 1353.23
Remuneration (as % of PBT) 5.45 5.45 1.48

k) The key parameters for any variable component of remuneration availed by thedirectors:

The members haveat the AGM of the company held on 26th July2012 & 22ndAugust2013 approved the commission to Managing Director & ExecutiveDirectorrespectively.The overall remuneration payable to Managing Director &Executive Director shall not exceed the maximum limits specified in the Act.

1) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Nonem) Affirmation that the remuneration is as per the remunerationpolicy of the Company:

The company affirms remuneration is as per the remuneration policy of the company

n) The information required to be given under section 197(12) read with Rule 5(2) &(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 isgiven below:

Name Qualification Designation Age ExperienceDate of Joining Remuneration Gross Take home pay during the year Terms of Appointment Previous Employment
Mr.S.K.Jain B.Sc. Managing Director 72 Years 52 Years 23-09-1980 Rs.7375222/- Rs.4352399/- ContractualGoverned by members' resolution Self-Employed
Mr.Sajal Jain B.Com. Executive Director 48 Years 28 Years 01-06-1988 Rs.7375822/- Rs.3970437/- Contractu tilGoverned by member's resolution First Employment

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on directors appointment and remuneration and other mattersprovided in Section 178(3) of the Acthas been disclosed in the Corporate GovernanceReportwhich forms part of the Directors Report.

PARTICULARS OF LOANSGUARANTEES AND INVESTMENTS

The particulars of loansguarantees and investments have been disclosed in thefinancial statements.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1)of the Act.The information on the transactions with related parties pursuant to Section134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 are givenin AOC-2 in Annexure II and same forms part of this report.

DELISTING OF SECURITIES

The Company had applied for delisting of shares from Kolkatta Stock Exchange in2005-2006howevertill date the confirmation of delisting has not been received fromExchange.

ENERGY CONSERVATION.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A.Conservation of Energy

i) Energy Conservation Measjres taken ii) Utilization of alternate source of energy iii) Capital Investment on energy conservation equipment The Company continues to by special emphasis on conservation of energy and have taken measures like regular monitoring of consumptionreduction of transmission losses and up to date maintenance of systems. During the yearcompany has made capital investment of Rs.26545449/- by installing new boiler as energy conservation equipment

B.Technology Absorption

1. Research & Development

The Company has no specific Research & Development Department.However in housequality control facilities are utilised for product and process improvement and updation.

2. Technology Absorption

The Company has not imported any technology.C.Foreign Exchange Earnings and Outgo

a) Earnings: Nil
b) Outgo
-Import of Raw Materials: Rs.2037.39 lacs
-Capital Goods: Rs.105.05 lacs
Foreign Travel/subscription: Rs.3.95 lacs

DEPOSITS FROM PUBLIC

The Company has not accepted any deposit from public and as suchno amount on accountof principal or interest on deposits from public was outstanding as on the date of BalanceSheet.

RISK MANGEMENT

The Board of the company has formed a risk management committee to frameimplement andmonitor the risk management plan for the company.The committee is responsible forreviewing the risk management plan and ensuring effectiveness.The audit committee hasadditional oversight in the areas of financial risk and controls.Major risks identified bythe business and functions are systematically addressed through mitigating actions on acontinuing basis.

The risk management policy has been covered in the management discussion andanaysiswhich forms part of this report.

CORPORATE GOVERNANCE REPORT

A separate detailed Corporate Governance Report and Certificate of Auditors of yourCompany regarding the compliance of the conditions of Corporate Governance as per SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 are annexed to thisreport.

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Actthe extract of the Annual Return is givenAnnexure-III in the prescribed Form MGT-9which forms part of this report.

STATUTORY AUDITORS

M's.V.S.Lalpuria & CoChartered AccountantsStatutory Auditors of the Company holdofficein accordance with the provisions of the Companies Act2013up to conclusion of theensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed Prasad parab &AssociatesPracticing Company Secretary to conduct Secretarial Audit and his report onCompanies Secretarial Audit is annexed to this report.

COMMENTS ON AUDITORS REPORT

There are no qualificationsreservationsadverse remarks or disclaimers made byV.S.Lalpuria & Co.Statutory Auditorsin their report and by Prasad Pcirab &AssociatesCompany Secretary in Practicein his secretarial audit report.

The statutory auditors have not reported any incident of fraud to the Audit Committeeof the company in the year under review.

COST AUDIT

Pursuant to the provisions of Section 148 (3) of the Companies Act2013qualified Cos!Auditors have been appointed to conduct cost audit for the year under review relating tothe products manufactured by the Company.

ACKNOWLEDGEMENTS

Your Directors thank to the clientsvendorsshareholders & bankers for theircontinued support during the year.Your Directors place on record their appreciation forthe contribution made by employees at all levels.Your Company's growth has been possibledue to their hard workco-operation & support.

For and on behalf of the Board of Directors
Mumbai S.K.Jain
May 302016 Chairman