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Dharamsi Morarji Chemicals Co Ltd.

BSE: 506405 Sector: Industrials
NSE: DHARAMORAR ISIN Code: INE505A01010
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NSE 05:30 | 01 Jan Dharamsi Morarji Chemicals Co Ltd
OPEN 109.90
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VOLUME 12597
52-Week high 195.40
52-Week low 98.90
P/E 7.83
Mkt Cap.(Rs cr) 262
Buy Price 103.30
Buy Qty 9.00
Sell Price 108.95
Sell Qty 20.00
OPEN 109.90
CLOSE 109.10
VOLUME 12597
52-Week high 195.40
52-Week low 98.90
P/E 7.83
Mkt Cap.(Rs cr) 262
Buy Price 103.30
Buy Qty 9.00
Sell Price 108.95
Sell Qty 20.00

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

Company director report

(Including Management Discussion and Analysis Report)

The Directors’ are pleased to present their Ninety Eighth Annual Report togetherwith the audited financial statements of the Company for the financial year ended 31stMarch 2019.

FINANCIAL RESULTS

Rs. in lakhs
Financial Year ended 31st March 2019 Financial Year ended 31st March 2018
Sales Turnover 23162.71 17688.82
Gross Profit 5160.91 1976.61
Less : Depreciation 450.53 418.63
Profit before taxation 4710.38 1557.98
Less : Provision for Taxation (MAT) 1010.00 348.92
Add: MAT Credit Entitlement 908.78 -
Add: Tax impact due to OCI 3.35 (16.78)
Profit after Taxation 4605.81 1225.82
Add : Other Comprehensive income (12.19) 61.71
Total Comprehensive Income 4593.62 1287.53
The following is the Sales Turnover:
Chemicals 23088.88 17281.65
Others 73.83 407.17
Total 23162.71 17688.82

The Financial results for the year ended 31st March 2019 are in compliance with theIndian Accounting Standards (Ind-AS) and accordingly the results for the year ended 31stMarch 2018 have been re-stated. There has been no material change which have occurredbetween end of the Financial year 2018-19 and the date of this report.

Performance

Sales turnover has increased by 30.95% i.e Rs.5473.89 Lakhs mainly due to higher volumeand increase in the market prices as well as introduction of new products resulting inhigher profit (Before Taxation) of Rs.4710.38

Lakhs. During the year the Company has taken credit of MAT entitlement of Rs.908.78Lakhs as the Management is confident of payment of Normal tax in the foreseable future.

Dividend

The Board of Directors have recommended that the interim dividend of Rs. 0.50 perequity share (face value of Rs. 10/- each) declared on 07.12.2018 and already paid toshareholders on 3rd January 2019 be considered as final dividend for the financial yearended 31st March 2019 subject to approval of the Shareholders at the 98th Annual GeneralMeeting (AGM) scheduled to be held on Friday the 20th September 2019. This InterimDividend had absorbed Rs.124.70 Lakhs and the Dividend Distribution Tax borne by theCompany is Rs.25.39 Lakhs.

The Board of Directors have recommended a preference dividend @ 2.5% on 280000cumulative non-convertible redeemable preference shares of Rs.100/- each aggregating toRs.2.80 Crores. This Preference Dividend will absorb Rs.7.00 Lakhs and the Company willbear Dividend Distribution Tax of Rs.1.44 Lakhs.

In addition the Board of Directors have recommended a ‘ Special Centenary Year (1919 to 2019)’ Dividend of Rs.1/- per equity share subject to approval of theShareholders at the 98th Annual General Meeting (AGM) scheduled to be held on Friday the20th September 2019. This Dividend will absorb Rs.249.40 Lakhs and the Company will bearDividend Distribution Tax of Rs.51.26 Lakhs.

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

Global & Indian Chemical industry perspective

The Chemical Industry is very important and critical for economic development of anycountry particularly for the developing country like India. Chemical Industry providesproducts and technological support to almost all the sectors of economy. With the growingcontribution of Asian countries to the global chemical industry India is becoming one ofthe alternative source for the chemical industry worldwide. Focused growth withenvironmental compliance will enhance the global competitiveness of Indian ChemicalIndustry.

With increased emphasis of Government of India on the infrastructure i.e. building ofroads railways electricity water the Indian Chemical Industry is expected tooutperform the growth of the global chemical industry though the present share of Indiain global chemical market is around 5% only. In the present economic climate while Chinahas grown in chemical sector the rate of growth of chemical industry in china may slowdown for various reasons such as Environmental awareness and sustainability. The SpecialtyChemicals segment in India which is typically lower in volume and higher in value andless dependent on infrastructure is poised to grow at higher rate. In this scenario theGovt. of India needs to adopt a realistic and pragmatic approach on issues ofenvironmental clearances and sustainability to ensure that these do not take an undulylong time while ensuring environmental protection.

The Chemical Industry in USA Europian countries Japan are looking for truealternative like India due to disruption of supply of chemicals from China. The increasedcost of Environment Safety and Health at China may erode the competitive edge of Chinaand may offer opportunity for India as main alternative to China particularly inSpecialty Chemical Segment of the chemical industry. However the Indian Chemical Industryshould continue its emphasis on compliance for Health Safety and Environment in arigorous manner as to have sustainable development of chemical industry in India elsethey may also face similar issues like China.

In the foregoing background your company is emerging as an important specialtychemical company in India with technological expertise in Sulphur and Ethanol chemistry.Your Company is also making effort in development of its portfolio by way of addingmanufacture of new specialty chemicals for pharmaceutical and agricultural industry withsupport from In-house Research & Development .The Management of your company have alsotaken initiative to offer custom manufacturing services from Multipurpose Plants both atRoha and Dahej and is continuing to explore opportunities for manufacturing of some newspecialty chemicals. Your Company with in-house availability of good raw materialscoupled with commitment for HSE ( Health Safety & Environment) is poised and emergingas a cost effective facility for custom manufacturing services for new products andprocesses .The ability of the Company to handle hazardous chemicals safely and responsiblyhas resulted in your company becoming a Prime Supplier in its area of opeation.

The Research and Development Laboratory at Roha which has been recognized by Governmentof India has given an impetus to development of new products and processes in BoronChemical Business as well at Dahej.

Your Company continues to offer though on moderate scale the services for distinctpackages programs consisting of planning execution and commissioning of plants tomanufacture Sulphuric Acid and Oleum etc.

The Company is planning to set up a Sulphuric Acid Plant at Dahej which would be abackward integration. The Management will approach shareholders in course of time withdetails of this project for their information and support. Being a chemical Hub the Dahejunit is expected to reap locational advantages with respect to sourcing of materials aswell as catering to the demands of the customers based in the vicinity. Your Company willalso invest in dedicated and multipurpose mainly at the Dahej.

Futuristic Approach

Ensuring development of sustainable green solutions in the fields of water treatmentfood production and healthcare are the key challenges for the future. Fueled by anincreasing focus of industry on improving its image these trends are shaping thepriorities for R&D in the field of chemistry. DMCC has core competence in Sulphurethanol and boron chemistry. New products launched will be based on this. The emphasisfor product selection will be on profitability not just turnover. DMCC will focus itsexpansion at the Dahej site. Your company will also invest at Roha for debottleneckingexisting plants improving energy recovery and changing the mix of products.

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 of multi-disciplinary and experienced staff to carry forward the growth objectives of the Company.Regular training programmes are being held for the benefit of the staff and the workmen.Your Company believes in a collaborative approach and works closely with the unions andIndustrial relations 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 "Managing Director and Chief Executive Officer" of theCompany.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Non – ExecutiveChairman was evaluated taking into account the views of non-executive Directors. The samewas discussed in the Board meeting that followed the meeting of the Independent Directorsat which 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 improved performance of Your Company as well as taking intoconsiderations the contribution of the Board of Directors Individually and collectivelytowards the business developments of the Company in the policy planning and strategyformation for the growth of the Company in accordance with the approval of theShareholders of the company obtained at the 97th Annual General Meeting of the Company theNon- Executive Directors have been rewarded by way of payment of commission to them upto1% of the net profits of the Company calculated in accordance with the relevantprovisions of the Companies act 2013 .

The Board of Directors and the Nomination and Remuneration Committee of the Company hastaken into consideration various applicable factors such as qualification experienceindustry standards etc. and evolved an appropriate Remuneration policy in accordance withwhich the "Managing Director and Chief Executive Officer" of the Company havealso been rewarded upto 1% of the net profits of the Company calculated in accordancewith the relevant provisions of the Companies act 2013.

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

The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition &Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complain during the year 2018-19.

INSURANCE

The Company has taken adequate Insurance to cover the risks to its employees property(land and buildings) plant equipment other assets and third parties .

MEETINGS

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

During the year six 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 copoosition of audit committee are included in the CorporateGovernance Report which forms part of this report.

DIRECTORS/KEY MANAGEMENT PERSONNEL Ms. Mitika Laxmikumar Goculdas

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 offer hereself for re-appointment.

INDEPENDENT DIRECTORS

The Company had pursuant to the provisions of the Listing Agreement entered into withStock Exchange viz. BSE Limited and with the approval obtained from the Shareholders atthe 93rd Annual General Meeting of the company held on 18th September 2014 appointed ShriHaridas Tricumdas Kapadia Shri Madhu Thakorlal Ankleshwaria Shri Arvind Wasudeo Ketkaras Independent Directors of the Company for a period of five years commencing from 18thSeptember 2014 and ending on 17th September 2019.

According to the new provisions a listed entity is required to avail approval ofshareholders by way of Special Resolution to appoint or continue the directorship of anyDirectors who have attained the age of seventy-five years. Accordingly the said approvalof the Shareholders has been obtained at the 97th Annual General Meeting for thecontinuation of directorship of all Shri Haridas Tricumdas Kapadia Shri Madhu ThakorlalAnkleshwaria Shri Arvind Wasudeo Ketkar as Independent Directors of the Company and ShriLaxmikumar Narottam Goculdas the Non-Executive Promoter Chairman of the Company.

The Company has since received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013. During the year thenon-executive Directors of the Company had no pecuniary relationship or transactions withthe Company.

In accordance with the provisions of Section 149(4) and proviso to Section 152(5) ofthe Companies Act 2013: Shri Haridas Tricumdas Kapadia (Director of the company has videknowledge and experience in industry trade commerce corporate affairs and InternationalTrade. He is B.Sc. and Diploma in Chemical Engineering) Shri Arvind Wasudeo Ketkar(Director of the Company is B.Com (Hons) A.C.A. Practising Chartered Accountant for over44

Years and has indepth knowledge in finance and accounting) Shri Madhu ThakorlalAnkleshwaria (Director of the Company is B.Com. (Hons.) F.C.A.- PractisingChartered Accountant for over three decades and was Head of the Department of"Accountancy" at N.M. College of Commerce & Economics Vile Parle WestMumbai 400 056. He has in-depth knowledge in Finance and Accounting and has been inpractice as a Chartered Accountant) these Directors are being re-appointed as IndependentDirectors to hold office as per their tenure of appointment mentioned in the Notice of theforthcoming Annual General Meeting i.e. 98th Annual General Meeting of the Company.

The Company continues its operations under the leadership of the Senior CorporateManagement Team comprising of Shri Bimal Lalitsingh Goculdas Managing Director &Chief Executive Officer Shri D.T. Gokhale Sr. Executive Vice President and CompanySecretary and Shri Chirag J. Shah Chief Finance Officer.

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. 42 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 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 reasonableassurance that objectives are met by integrating management control into the dailyoperations by ensuring compliance with legal requirements and by safe guarding theintegrity of the Company’s financial reporting and its related disclosures.

The and analysis of and putting in place the process for mitigation of these risks isan ongoing process. The Company has also laid down procedure to inform the Audit Committeeand the Board about the risk assessment and minimization procedures. These procedures areperiodically reviewed to ensure that executive management control risks by means of aproperly defined frame work. The monthly review meetings of all the functional/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 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 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).The Company has its Environment Health and Safety (EHS) policy. Your Company has variousEHS management processes and methodologies being deployed and implemented under the EHS toensure that our employees become more safety conscious . The Company has a system of in-house EHS training for employees and workmen at the factory as also the practice ofsending the employees/workmen to various external EHS programmes. The EHS managementprocess at both the locations viz. Roha and Dahej are administered by qualifiedprofessionals.

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. The Company has a Responsible

Care Policy. It is the endeavor of your Company that our products - both raw materialand finished goods pose no risk to employees society and environment as well. This issought to be achieved by minimizing the negative influence of our products along theentire supply chain right from procurement storage and manufacturing right upto sale.Your Company is one of the few in India authorized to use the Responsible care logo.This has been achieved after extensive site and systems component third party mentoringand a series of audits. Logo usage validity for the Company from March 2019 to February2023 renewable thereafter.

INHOUSE R & D UNIT – Registration

Your Company has its own modern and well equipped Research and Development Laboratorylocated at its factory at Roha. This in-house R & D Laboratory is a recognisedResearch Institution by the Department of Science & Technology Department ofScientific and Industrial Research Government of India New Delhi.

TOGETHER FOR SUSTAINABILITY

The TFS Audit was carried out under the stipulations made by a Group of EU based majorPharmaceutical companies. This will enable and has enabled the Company for obtainingexpeditious approval for the products sold/to be sold in Europe market.

ISO CERTIFICATION

The Company enjoys ISO 9000:2015 Certification for manufacture of various Chemicals atRoha Dist. Raigarh in the State of Maharashtra. The Company has also enduiring to obtainsimilar ISO Certification for the operations at Dahej in course of time.

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 continues to take advantage of this registration.

AUDITORS

In the 96th Annual General Meeting (AGM) held on 26th day of December 2017 MessrsRahul Gautam Divan & Associates (RGD & Associates) Chartered Accountants (ICAIFirm Registration No.120294W) were appointed as Statutory Auditors of the Company for atenure of five years subject to ratification of their appointment at every subsequent AGM.The Ministry of Corporate Affairs has vide notification dated May 7 2018 obliterated therequirement of seeking Member’s ratification at every AGM on appointment of StatutoryAuditor during their tenure of five years.

Messrs Rahul Gautam Divan & Associates (RGD & Associates) CharteredAccountants (ICAI Firm Registration No.120294W) have under Section 139(1) of the Act andthe Rules framed thereunder furnished a certificate of their eligibility.

The report of the Statutory Auditor forming part of the Annual Report does not containany qualification reservation adverse remark or disclaimer. The observations made in theAuditor’s Report are self-explanatory and therefore do not call for any furthercomments.

Rahul Gautam Divan & Associates is a member of Kreston International a worldwidenetwork of accounting firms offering high quality accounting auditing legal andconsultancy services. The combined experience of the partners in the chartered accountancyprofession within the associated firms is over 50 years. RGD & Associates haveassociated offices in Bangalore and Ahmedabad with residential partners at bothassociated offices. RGD&

Associatees have been involved in the Statutory Audits and also Internal Audits ofvarious companies and have the necessary experience to conduct the statutory audit of theCompany. RGD & Associates have consented to the said appointment and confirmed thattheir appointment if made would be in accordance with Section 139 read with Section 141of the Act.

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 2019-20 at remuneration of ` 66000/- (Rupees Sixty SixThousand 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 2018 filing by Shri S.S. Dongare Cost Accountant which was due forwith the Ministry of Corporate Affairs was duly filed on 01st November 2018.

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 the report is annexedherewith as "Annexure II". However Directors placed with pleasure on recordthat the Company donated an amount of Rs.10.00 Lakhs to Corbet Foundation. The Company hasalso financially supported a High School at Roha.

STUDENTS FROM NAGALAND

As a part of its Social Commitment the Company has recruited 6 young students (B.Sc.Chemistry) both boys and girls – 4 boys and 2 girls as Trainees so that they canbecome employable at the place of their choice.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Shri Satish Kumar Jain Proprietor of SKJ &Associates Practising Company Secretaries (FCS 6398/ PCS 6632) has been appointed 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 the subsidiary are available for inspection at theoffice of the Company and the related detailed information will be made available to theShareholders 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) GmbH Germany(Change of name under process). A separate report of the Statutory Auditor on theconsolidated Financial Statements also forms part of the same.

PUBLIC DEPOSITS

During the year 2018-19 your Company has not accepted/renewed any fixed deposit. (PostMerger of BML with your Company) the unclaimed matured deposits as on 31.03.2018 wereRs.28.62Lakhs .During the year 2018-19 the Company duly repaid Rs.27.02 Lakhs. As on31.03.2019 the unclaimed matured deposits is Rs.1.60 Lakhs.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the

Company work performed by the internal statutory cost external Auditor andSecretarial Auditor including audit of internal financial controls over the financialreporting by the Statutory Auditors and the reviews performed by the Management and therelevant Board committees including the Audit Committee the Board is of the opinion thatthe Company’s internal financial controls were adequate and effective during theFinancial Year ended 31st March 2019. Accordingly to the best of knowledge and beliefand according to the information and explanations obtained by them your Directors makethe following statement in terms of Section 134(5) of the Companies Act 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31 2019the applicable AccountingStandards have been followed and that there are no materialdepartures;

(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 theCompany as at March 31 2019 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 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

As per the provisions of Section 92(3) of the Act an extract of the Annual Return inForm MGT -9 is provided in Annexure ‘V’ to this Board Report. The Annual Returnis also available on the website of the Company http://www.dmcc.com.

EQUITY SHARE CAPITAL

As on 31st March 2019 the issued subscribed and paid up share capital of yourCompany stood at Rs. 249399330/- (Rupees Twenty Four Crores Ninety Three Lacs Ninety NineThousand Three Hundred Thirty Only) comprising of 24939933 Equity shares of Rs.10/- each.

The Company has neither not issued shares with differential voting rights nor grantedany stock options or is sue any sweat equity or issued any Bonus Shares. Further theCompany has not bought back any of its securities during the year under review and henceno details /information invited in this respect.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 178 of the Act read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 (LODR) the Board has carriedout an Annual Performance Evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Committees.

In line with effective governance requirements the Board reviews its own performanceannually using a predetermined template designed as a tool to facilitate the evaluationprocess. The assessment was built around the functioning of the Board as a whole itsCommittees and also the evaluation of Individual Directors.

While the individual directors’ performance was reviewed by the Chairman and therest of the Board excluding the Director being evaluated the Chairman’s andNon-independent Directors performance was appraised through feedback from IndependentDirectors.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany which has occurred from the end of financial year i.e. March 31 2019 to the dateof Directors Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACATING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

During the year under review there was no such orders passed by the regulators orcourts or tribunals impacting the going concern status and company’s operations infuture.

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-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 : 13 August 2019