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Dharamsi Morarji Chemicals Co Ltd.

BSE: 506405 Sector: Agri and agri inputs
NSE: DHARAMORAR ISIN Code: INE505A01010
BSE 12:28 | 25 Jun 109.95 2.85
(2.66%)
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107.30

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110.00

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NSE 05:30 | 01 Jan Dharamsi Morarji Chemicals Co Ltd
OPEN 107.30
PREVIOUS CLOSE 107.10
VOLUME 10373
52-Week high 148.00
52-Week low 92.15
P/E 22.35
Mkt Cap.(Rs cr) 274
Buy Price 108.25
Buy Qty 150.00
Sell Price 109.95
Sell Qty 98.00
OPEN 107.30
CLOSE 107.10
VOLUME 10373
52-Week high 148.00
52-Week low 92.15
P/E 22.35
Mkt Cap.(Rs cr) 274
Buy Price 108.25
Buy Qty 150.00
Sell Price 109.95
Sell Qty 98.00

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

Company director report

(Including Management Discussion and Analysis Report)

Your Directors are pleased to inform you that the Amalgamation of Borax Morarji Limited(BML) with your Company on the appointed date i.e. 1st April 2016 was approved by theMumbai Bench of National Company Law Tribunal (NCLT) on 18th October 2017. AccordinglyBML and DMCC have been amalgamated effective from 1st April 2016 being the appointeddate.

The Directors are pleased to present their Ninety Sixth Annual Report together with theaudited financial statements (post merger of BML with your Company) of the Company for thefinancial year ended 31st March 2017.

Financial Year ended 31st March 2017 Financial Year ended 31st March 2016
Rs. in lakhs Rs. in lakhs
Sales Turnover (inclusive of excise duty but excluding MVAT /S.TAX) 18831.76 10664.42
Gross Profit / (Loss) 2549.00 1540.38
Less : Depreciation 371.64 225.83
Less : Exceptional Item - -
Profit / (Loss) before taxation 2177.36 1314.55
Less : Provision for Taxation (MAT) 443.94 117.38
Profit (Loss) after Taxation 1733.42 1197.17
Add : Balance brought forward - -
Balance carried forward 1733.42 1197.17
The following is the Sales Turnover (Inclusive of Excise Duty but excluding MVAT /S.TAX) by group of products :
Commodity Chemicals 8991.61 4427.19
Speciality Chemicals 9182.60 5902.72
Others 657.55 334.51
Total 18831.76 10664.42

Scheme of Arrangement/Amalgamation and Capital restructuring.

The merger is expected to result in creation of a combined entity and synergy in thebusiness besides achieving economies of scale. Combining the functions and the operationsof both the companies is expected to result in better performance with the benefits in theform of better utilisation of managerial technical and the financial resources therebyenhancing the value of stakeholders. The amalgamation and restructuring is expected toresult in Operational rationalization Cost reduction better administration andorganizational efficiency.

Though BML was engaged in the manufacture of Boron Chemicals your Company is planningto expand and diversify in Specialty Chemicals as well at its new location at Dahej inthe State of Gujarat. Your Company will have an additional advantage of strategic locationat Dahej in the State of Gujarat which is a large and expanding chemical market withstrategic advantages in logistics marketing and procurement.

During the year under review your Company had issued 588930 Equity shares of Rs.10/-each at a premium of Rs.91.88 each by way of Preferential allotment of Equity shares totwo promoter group companies viz. The Natural Gas Company Private Limited and PhoenixDistributors Private Limited. The proceeds from the issue of these Equity shares wereutilized for redemption of 8% Redeemable Cumulative non-convertible preference shares ofRs.100/- each aggregating to Rs.60000000/- held by The Natural Gas Company PrivateLimited and Phoenix Distributors Private Limited. It may also be noted that the Promotershave voluntarily waived recovery of cumulative dividend (not declared) on these preferenceshares aggregating to Rs.624 Lakhs as on 31st March 2016 and pro-rata dividend on thesepreference shares thereafter.

Your company has allotted to the shareholders of BML 2259849 Equity shares of Rs.10/-each aggregating to Rs.22598490/- at a premium of Rs.98/- per share aggregating toRs.221465202/- in the ratio of "1 ("One") Equity Share in your companyof INR 10 ("Indian Rupees Ten") each fully paid up for every 2 ("Two")fully paid up equity shares of INR 10 ("Indian Rupees Ten") each in BML"

Similarly the preference shareholder of BML have also been allotted 833333 Equityshares of Rs.10/- each aggregating to Rs.8333330/- at a premium of Rs.81666634 in theratio of "10 ("Ten") Equity Shares in your Company of INR 10 ("IndianRupees Ten") each fully paid up for every 108 ("One Hundred and Eight")fully paid up preference shares of INR 10 ("Indian Rupees Ten") each inBML."

In view of the scheme of arrangement/amalgamation of the two companies the authorizedshare capital of your company now comprises of 40000000 Equity shares of Rs.10/- eachaggregating to Rs.40 Crores and 2000000 Preference shares of Rs.100/- each aggregatingto Rs.20 Crores.

Thus the issued subscribed and paid up equity share capital of your company nowcomprises of 24939933 Equity shares of Rs.10/- each aggregating to Rs. 249399330/-and 280000 2.5% Redeemable Cumulative Non-convertible preference share capital ofRs.100/- each aggregating to Rs.28000000.

Extension of time for holding of AGM

In order to present consolidated position of the company's financials post amalgamationof BML and DMCC the Company had sought extension of time for holding the 96th AnnualGeneral meeting (AGM) and the Registrar of companies (ROC) Maharashtra have grantedextension of time of 3 months to hold the said Annual General Meeting.

Listing Requirement

Your company's Equity shares are already listed on BSE Limited. During the year underreview your Company has issued 588930 Equity shares of Rs.10/- each at a premium ofRs.91.88 each by way of Preferential allotment of Equity shares to two promoter groupcompanies viz. The Natural Gas Company Private Limited and Phoenix Distributors PrivateLimited which have been listed on BSE Ltd. As per NCLT order dated 18th October 2017your company issued 2259849 equity shares of Rs.10/- each at a premium of Rs.98/- eachto BML equity shareholders and 833333 equity shares of Rs.10/- each at a premium ofRs.98/- each to BML preference shareholder. These shares will also be listed on BSE Ltd.in course of time.

OVERVIEW OF OPERATIONS AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT INCLUDINGPROSPECTS IN THE INDUSTRY

The combined turnover of commodity chemicals and Boron chemicals during the currentfinancial year ended 31st March 2017 is Rs.8991.61 Lakhs . The turnover of the Specialtychemicals during the current financial year ended 31st March 2017 was Rs.9182.60 Lakhs.

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 manufacturingcapacities by judiciously following combination of productivity improvement of existingplants and manufacturing facilities and creation of new multipurpose and flexiblemanufacturing 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 andprocess innovations which are significantly different from those in case of commoditychemicals business. The growth of specialty chemicals is driven by both domestic marketsand export markets. The specialty chemicals business is also driven by overall growth ofIndian economy. Specialty chemical exports are also growing as India has the potential ofbecoming an important manufacturing hub for such chemicals. Large parts of the world areunder turmoil and while your company has so far not faced any significant disruptions onthe customer side growth in areas such as EU is likely to be muted. Your Company'sbusiness has been expanded to various other countries so as to ensure a good geographicalspread.

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 endeavoring to insulate from the cyclical fluctuations in theChemical Industry.

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 the Company'sbusiness the Company undertakes periodic comprehensive reviews of its HR policies andamends the same suitably from time to time to meet the emerging business requirements.Special emphasis is being led continually on recruitment of multi-disciplinary andexperienced staff to carry forward the growth objectives of the Company. Regular trainingprogrammes are being held for the benefit of the staff and the workmen. Your Companybelieves in a collaborative approach and works closely with the unions and Industrialrelations have been cordial all along.

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 based on the Qualification experience and industry standard.

In view of the inadequacy of profits the Directors of the Company were not being paidany remuneration/ commission etc. except the normal sitting fees.

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.

The Management of the Company has taken into consideration the various applicablefactors such as qualification experience industry standards etc. and evolved anappropriate Remuneration policy.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to Section 186 of the Companies Act 2013. TheCompany has given advance against salary to some employees in terms of the applicablepolicies 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 seven Board Meetings and five Audit Committee Meetings were convenedand held the details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 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

Ms Mitika Laxmikumar Goculdas (holding DIN 02879174) Director is retiring by rotationin accordance with the requirements of the Act and under the Article 135 of the Articlesof Association of the Company and being eligible offers herself for re-appointment.

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.

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 conflict with the interest of the Company at large. The Audit Committee andthe Board of Directors at their meetings have reviewed and approved all the related partytransactions undertaken by the Company during the Financial Year. The related partytransactions entered into by the Company are disclosed in Note no. XIII 9 of the Notes toAccounts. All Related Party Transactions are placed/routed through the Audit Committee andthe Board of Directors. None of the Directors has any pecuniary relationships ortransactions 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 reflects the overall riskmanagement philosophy the Company's overall approach to risk management risk assessmentrisk mitigation mechanism and the roll and responsibilities for risk management. Riskmanagement forms an integral part of the business planning and review cycle. The Company'sRisk Management Policy is designed to provide reasonable assurance that objectives are metby integrating management control into the daily operations by ensuring compliance withlegal requirements and by safe guarding the integrity of the Company's financial reportingand 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 inter alia discuss the relative risk management issues.

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 and Procedures forFair Disclosure of unpublished Price Sensitive Information (‘Code of FairDisclosure').

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 any 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)

The prime endeavor of our Management is to achieve Environment Health and Safety (EHS).Your Company has various EHS management processes and methodologies being deployed andimplemented under the EHS to ensure that our employees become more safety conscious . TheCompany has a system of in- house EHS training for employees and workmen at the factory asalso the practice of sending the employees/ workmen to various external EHS programmes.

RESPONSIBLE CARE

Responsible care is a global voluntary initiative of the Chemical Industry theobjective of which is continuous improvement in the areas of environmental protectionhealth safety and security. It is the endeavor of your Company that our products - bothraw materials and finished goods - pose no risk to employees society and environment aswell. This is sought to be achieved by minimizing the negative influence of our productsalong the entire supply chain right from procurement storage and manufacturing rightupto sale. Your Company is one of the few in India authorised to use the Responsiblecare logo. This has been achieved after extensive site and systems improvement thirdparty mentoring and a series of audits. Logo usage validity is upto November 2018renewable thereafter.

REACH

REACH regulation is adopted by the European Union to improve protection of human healthand environment from the risks of that can be posed by the Chemicals. REACH stand forRegistration Evaluation and Authorisation of all Chemical Substances. Borax Morarji(Europe ) GmbH has registered several products under the REACH Regulations and with mergerof BML with DMCC your company will be able to take advantage of this registration.

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 this year's Annual General Meeting of the Company.

The Board has recommended the appointment of Messrs Rahul Gautam Divan &Associates Chartered Accountants holding ICAI Firm Registration Number 120294W asStatutory Auditors of the Company in place of Messrs. K.S. Aiyar & Co. CharteredAccountants the existing auditors of the Company for a period of five years from theconclusion of this 96th Annual General Meeting (AGM) held in 2017 till the conclusion ofthe 101st Annual General Meeting to be held in 2022. (subject to ratification of theirappointment at every AGM).

Messrs Rahul Gautam Divan & Associates Chartered Accountants holding ICAI FirmRegistration Number 120294W under Section 139 of the Act furnished a certificate of itseligibility for appointment. The Members are requested to approve their appointment asStatutory Auditors and to authorize the Board of Directors to fix their remuneration. Inthis connection the attention of the Members is invited to item No.3 of the Notice.

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 2017-18 at remuneration of Rs. 66000/- (Rupees SixtySix Thousand Only) as also the payment of taxes as applicable and re-imbursement of actualout-of-pocket expenses incurred in connection with the aforesaid audit. As required underthe Companies act 2013 a resolution seeking members' approval for the remunerationpayable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.In accordance with the requirement of the Central Government and pursuant to Section 148of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company carries out an audit of cost records (SulphuricAcid) maintained by the Company every year.

The Cost Audit Report and the Compliance Report of your Company for the Financial Yearended 31st March 2016 by Shri S.S. Dongare Cost Accountant which was due for filingwith the Ministry of Corporate Affairs by 30th September 2016 was duly filed on 05thOctober 2016 accepted by the Government as filed in time.

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 Ms. Mitika Laxmikumar Goculdas as Chairman Shri H. T. Kapadia Shri M. T.Ankleshwaria and Shri A. W. Ketkar as members 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".

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.

SUBSIDIARY COMPANY

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 SpecialtyBoron products to Germany and Europe.

In terms of exemption granted by the Ministry of Corporate Affairs wide its order No.2/2011 dated 8th February 2011 Balance Sheet of Borax Morarji (Europe) GmbH Germany isnot attached to the accounts 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 when 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 Auditor on the consolidated FinancialStatements also forms part of the same.

PUBLIC DEPOSITS

During the year 2016-17 your Company has not accepted/renewed any fixed deposit. PostMerger the unclaimed matured deposits as on 31.03.2017 were Rs.31.69 Lakhs includinginterest 0.01 Lakhs.

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 2017the 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 2017 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) t hat 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 BSE Limited 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 suppliers andcontractors 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-operation andcommitment.

For and on behalf of the Board
LAXMIKUMAR NAROTTAM GOCULDAS
Chairman
Registered Office
Prospect Chambers 317/321
Dr. Dadabhoy Naoroji Road Fort
Mumbai 400 001.
Date : 10th November 2017

ANNEXURE I TO THE DIRECTORS' REPORT

DISCLOSURES

A. CONSERVATION OF ENERGY

POWER AND FUEL CONSUMPTION

FORM A

April 2016 to March 2017 April 2015 to March 2016
1 Electricity Purchased
Unit (Lac KWH) 69.75 48.41
Total Amount (Rs. Lakhs) 562.01 394.79
Rate/Unit (Rs./KWH) 8.06 8.15
2 Furnace Oil
Quantity (K. Litre) 15.959
Total Amount (Rs. Lakhs) 4.41
Average Rate (Rs./KL) 27645
Consumption per Tonne of Major Products
Electricity (Unit - KWH)
1 Single Superphosphate - -
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 optimization 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 yield improvement 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 with specialemphasis on value addition.

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

4. Expenditure on R & D

April 2016 to March 2017 April2015 to March 2016
(i) Capital 35.25 65.45
(ii) Recurring 103.40 37.94
(iii) Total 138.65 103.39
(iv) Total R & D expenditure as a percentage of sales turnover 0.74% 0.97%

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 quantity and flexibility 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/utilized are as under.

April 2016 to March 2017 April2015 to March 2016
EARNINGS IN FOREIGN EXCHANGE:
Export of goods calculated on FOB basis 4599.68 3826.39
Total Foreign Exchange earned 4599.68 3826.39
OUTGO IN FOREIGN EXCHANGE:
(1) VALUE OF IMPORTS CALCULATED ON CIF BASIS
Raw Materials and bought outs 1224.47
(2) EXPENDITURE IN FOREIGN CURRENCY ON ACCOUNT OF FOREIGN TOURS SUBSCRIPTION ETC. 172.20 111.19
Total Foreign Exchange outgo 1396.67 111.19

 

For and on behalf of the Board
LAXMIKUMAR NAROTTAM GOCULDAS
Chairman
Registered Office
Prospect Chambers 317/321
Dr. Dadabhoy Naoroji Road Fort
Mumbai 400 001.
Date : 10th November 2017