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Indo Borax & Chemicals Ltd.

BSE: 524342 Sector: Industrials
NSE: INDOBORAX ISIN Code: INE803D01021
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OPEN 121.00
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VOLUME 2914
52-Week high 203.80
52-Week low 95.00
P/E 10.32
Mkt Cap.(Rs cr) 395
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 121.00
CLOSE 124.40
VOLUME 2914
52-Week high 203.80
52-Week low 95.00
P/E 10.32
Mkt Cap.(Rs cr) 395
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To The Members of Indo Borax & Chemicals Ltd

Your Directors have pleasure in presenting 40 th Annual Report of Indo Borax &Chemicals Limited along with the Audited Statement of Accounts for the financial yearended 31st March. 2021.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2021 issummarized below:

(Rs. in lakhs)

Particulars Standalone Consolidated
31-3-2021 31-3-2020 31-3-2021 31-3-2020
Revenue 14415.32 11525.48 14415.32 11525.48
Other Income 410.08 548.09 363.98 509.38
Total Income 14825.40 12073.57 14779.30 12034.86
Profit before Depreciation & Taxation 4808.97 2412.06 4761.88 2372.87
Less: Depreciation 107.46 128.79 107.46 138.46
Provision for Taxation 1236.92 536.80 1237.78 547.34
Deferred Tax (9.20) (7.52) (9.20) (7.52)
Profit after Depreciation & Taxation 3473.79 1753.99 3425.85 1694.60
Other Comprehensive Income for the year 85.38 56.72 85.38 56.72
Total Comprehensive Income for the year 3559.17 1810.71 3511.22 1751.32
Balance brought forward from previous year 11965.18 10377.61 12000.25 10482.04
Profit available for appropriation 15524.35 12188.32 15511.47 12233.36
Less: Appropriations Dividend 64.18 48.14 64.18 48.14
Tax on Dividend - - - 9.97
Transfer to General Reserve 350.00 175.00 350.00 175.00
Balance carried to Balance Sheet 15110.17 11965.18 15097.29 12000.25

COV1D-19

The COVID-19 pandemic has emerged as a global challenge creating disturbance across theworld forcing governments to enforce lockdown of all economic activity. The physical andemotional well-being of employees continues to be top priority of the Company.

The Company has restarted manufacturing facility in phased manner from 3 rd May. 2020which was close down from 24 March 2020 pursuant to the receipt of the necessarypermission from the government authorities. Company is adhering to the COVID 19 guidelinesissued by the Government of India the state government and local authorities.

As the business situation is very dynamic the company is closely monitoring it. Thoughwe do hope the business situation should normalize after 2 nd quarter.

DIVIDEND

Based on the Company's performance the Directors have recommended dividend of Rs.10.00 per equity share of Rs. 10/- each on 3209000 Equity Shares if approved by themembers would Involve a cash outflow of Rs. 320.90 Lakhs.

TRANSFER TO RESERVES

During the year your company has transferred Rs. 350.00 Lakhs to General Reserve out ofthe amount available for appropriation and an amount of Rs. 15110.17 Lakhs is proposed tobe retained in the profit and loss account.

STATE OF COMPANY AFFAIRS

On standalone basis sales for the financial year 2020-21 stood at Rs. 14415.32 lakhshigher by 25.07% over the previous year sales of Rs. 11525.48 Lakhs. Earnings before taxand depreciation was Rs. 4808.97 lakhs which was higher by 99.37% over EBTD of Rs.2412.06 Lakhs in 2019-20. The profit after tax for the year was Rs. 3473.79 lakhs whichwas higher by 98.05% over the PAT of Rs. 1.753.99 lakhs in 2019-20.

On consolidated basis sales for the financial year 2020-21 stood at Rs. 14415.32lakhs higher by 25.07% over the previous year of Rs. 11.525.48 lakhs. Earnings before taxand depreciation was Rs. 4761.88 lakhs which was higher by 100.68 % over EBTD of Rs.2372.87 Lakhs in 2019-20. The profit after tax for the year was Rs. 3425.84 lakhs whichwas higher by 102.16% over the PAT of Rs. 1694.60 lakhs In 2019-20.

SUBSIDIARY COMPANY

Company has only one wholly owned subsidiary Indoborax Infrastructure Private Limited.There are no associate companies or joint ventures companies within the meaning of Section2(6) of the Companies Act 2013 ("Act''). There has been no material change in thenature of business of the subsidiary.

During the year Company has invested in subsidiary Indoborax Infrastructure PrivateLimited in 100000 Equity Shares of Rs. 10/- each at the premium of Rs.929/- per share.

As pursuant to provision of Section 129(3) of the Act. a statement containing thesalient features of financial statements of the Company's subsidiary in Form AOC-1 isattached to the financial statements of the Company.

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 CompaniesAct 2013. Consolidated Financial Statements for the year ended 31 March 2021 along withreport of the auditors thereon are attached herewith. Further pursuant to the provisionsof Section 136 of the Act separate audited financial statement of the subsidiary isavailable on the website of the company wwvvw.indoborax.com.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The details in respect of the internal financial control and their adequacy areincluded in Management Discussion & Analysis which is a part of this report.

NUMBER OF MEETING OF THE BOARD

Six meetings of the board were held during the year. For details of meetings of Boardplease refer to the Corporate Governance Report which is a partofthis report.

COMMITTEES OFTHE BOARD

Details of all the committees along with their composition name of the membersmeetings held during the year and attendance are provided in the Corporate GovernanceReport which forms a part of this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 134 (5) of the Companies Act 2013 the board ofdirectors to thebest of their knowledge and ability confirm 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

Due to COVID-19 Company lost its founder and Managing Director Late Shri. Sushil KumarJain on 18 th October 2020. The Board places on record its appreciation for theirinvaluable contribution and guidance. The company had initiated steps to appoint a newdirector for filling up the vacancy on account of the tragic passing away of Shri S.K.Jain however due to surge in the second wave of Covid-19 pandemic it is very difficultto have a physical one to one meetings with identified candidate for closing the openposition before 31 March 2021. However Company has appointed Shri. Jayeshkumar N. Gandhias an Additional Director on 14 th June 2021 subject to approval of the members in theensuing Annual General Meeting.

Mr.Sajal Jain retires by rotation and being eligible offer himself for re-appointment.

Pursuant to the provisions of section 149 the Companies Act 2013 the IndependentDirectors have submitted declarations that each of them meet the criteria of independenceprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.There has been no change in the circumstances affecting their status as independentdirectors of the Company.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transaction with the company other than sitting fees.

Pursuant to provisions of section 203 of the Act the key managerial personnel of thecompany are Mr. Sajal Jain Managing Director & Chief Financial Officer and Mr.PravInChavan Company Secretary.

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 Act and SEBIListing Regulation.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as board composition anti structureeffectiveness of board process information and functioning etc. The performance of thecommittees was evaluated by the board alter seeking Inputs from committee members on thebasis of criteria such as composition of committees effectiveness of committee meetingsetc.

In separate meeting of Independent Directors performance of the non-independentdirectors performance of the board as a whole and the Chairman was evaluated taking intoaccount the views of the executive directors and non-executive directors.

The board and nomination and remuneration committee reviewed the performance of theindividual directors on the basis of criteria such as contribution of the individualdirector to the board and committee meetings preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in the meeting etc.

Performance evaluation of independent directors was done by the entire board excludingthe 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 1 of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The details about the CSR committee pleaserefer to the Corporate Governance Report which form part of this report. The CSR policyis available on the website of the company http://www.indoborax.com/CSR-Policy.php

VIGIL MECHANISM

The Company has formulated whistle blower policy for Directors and employees to reporttheir genuine concerns regarding unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct and Ethics Policy. The said mechanism alsoprovides for adequate safeguard against victimization of persons who use such mechanismand makes provision for direct access to the chairman of the Audit Committee in theappropriate or exceptional cases. We affirm that no employee of the company was deniedaccess to the Audit Committee. The Whistle Blower Policy have been disclosed on website ofthe Company at http://vvwvv.indoborax.com/Whistcl- Blower-Policy.php

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor risk management plan for the Company. The committee is responsiblefor monitoring the reviewing the risk management plan and ensuring its effectiveness. TheAudit committee has additional oversight in the area of financial risk and controls. Themajor risk identified by the businesses and functions are systematically address throughmitigating actions on continuing basis. The development and implementation of riskmanagement policy has been covered in the Management Discussion and Analysis which formspart of this report.

ENVIRONMENT IIFAI.TH AND SAFETY PROTECTION OF WOMEN AT WORKPLACE

The Company is conscious of the importance of environmentally clean and safeoperations. Company conducts its operations in such manner so as to ensure safety of allconcerned compliances of environmental regulations and preservation of natural resources.

The company has adopted a policy on prevention prohibition and redressal of Sexualharassment at workplace and has duly constituted an Internal Complaint Committee in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act. 2013 and the Rules thereunder. During the year company hasnot received any complaints on sexual harassment. There have been no complaints in otherareas.

PARTICUALRS OF EMPLOYEES

The information required under Section 197 ol the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company and percentage Increase In remuneration of eachDirector.ChiefFinancialOfficerand Company Secretary in the financial year:

Name of the Directors Ratio of median remuneration % increase in remuneration in the financial year
Mr. Sushil Kumar Jain Managing Director (upto 18.10.2020) 55.09 17.76
Mr. Sajal Jain Managing Director (w.e.f. 1.12.2020) & Chief Financial Officer *130.91 *179.84
Mr. Pravln Chavan Company Secretary 11.70 7.43

Note*: The remuneration is not comparable as Mr. Sajal Jain has been re-designated asMD and his remuneration changed from 1' December 2020.

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

b) The percentage increase in the median remuneration of the employees in the financialyear: 0.52%

c) The number of permanent employees on the rolls of the company: 102

d) 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 4.65%. However during the year the increase inthe total employee benefits is approximately 12.16%.

The managerial remuneration and commission are as per the member's resolution. Themanagerial commission is purely based on the performance of the Company. During theyearthe overall performance of the Company Is very good hence the managerial commission whichis based on the profit is also increased. During theyear there is increase in themanagerial remuneration by 98.80 % which is directly linked with the profit andperformance of the company. During the year the profit of the company is also increased by98.05%.

e) Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms remuneration is as per the remuneration policy of the company.

f) The statement containing names of top ten employees in terms of remuneration drawnand particulars of employees as required under Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is providedin annexure forming part of this report. Further the report and the accounts are beingsent to the members excluding the aforesaid annexure. In term of section 136 of the Actthe said annexure is open for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretary.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on directors appointment and remuneration and other mattersprovided in Section 170(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Directors Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars ofloans guarantees and Investments have been disclosed in thefinancial statements.

TRANSACTIONS WITH RELATED PARTIES

The information on the transactions with related parties pursuant to Section 134 (3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in AOC-2in Annexure II and same forms part of this report.

DELISTING OFSECURITIES

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

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy
i) Energy Conservation Measures taken The Company continues to lay special emphasis on conservation of energy and have taken measures like regular monitoring of consumption reduction of transmission losses and up to date maintenance of systems.
ii) Utilization of alternate source of energy
iii) Capital Investment on energy conservation equipment.

B. Technology Absorption

1. Research & Development

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

2. Technology Absorption

The Company has not imported any new technology.

C. Foreign Exchange Earnings and Outgo
a) Earnings :Nil
b) Outgo
Import of Raw Materials : Rs. 5.216.94 lakhs
Foreign Travel : Rs. - lakhs
Others : Rs. 0.15 lakhs

DEPOSITS FROM PUBLIC

The Company has not accepted any deposit from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of BalanceSheet.

CORPORATEGOVERNANCE REPORT

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

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act. the Annual Return ason 31 March. 2021 is available on the Company's website viz. www.indoborax.com.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations the Corporate Governance Report with the AuditorsCertificate thereon and the Management Discussion and Analysis are attached which formpart of this Report

The Company has devised proper system to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

STATUTORY AUDITORS

At the thirty sixth AGM held on I9  August 2017 the members approved appointmentof Pulindra Patel & Co. Chartered Accountants (Firm Registration No. 115187W) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM till the conclusion of forty-first AGM subject to ratification oftheir appointment by Members at every AGM if so required under the Act. The requirementto place the matter relating to appointment of auditors for ratification by members atevery AGM has been done away by the Companies (Amendment) Act 2017 with effect from 7  May 2010. Accordingly no resolution is being proposed for ratification ofappointment of statutory auditors at the ensuing AGM and a note in respect of the same hasbeen included in the Notice for this AGM.

COMMENTS OF AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

The Auditor's report to the shareholders on the audited standalone and consolidatedfinancial statements for the year ended 31 March. 2021 does not contain anyqualifications reservations or adverse remarks and therefore does not call for anycomments from directors.

Secretarial Audit report is annexed as Annexure III to this report. The Secretarialaudit report to the shareholders does not contain any qualification or reservation whichhas any material adverse effect on the functioning of the company except theobscrvation/qualification w.r.t. non-fulfilment by March 2021 of the vacancy created bythe sad demise of Mr. Sushil Kumar Jain on the board ofdirectors of the Company.

The nomination and remuneration committee had successfully finalize a person for theposition of director who possessed the core skills/expertisc/compctcncics as required inthe context of company's business however the appointment could not be finalize before 31March 2021 due to surge in the second wave of COVID-19 pandemic. Board has appointed Mr.Jayeshkumar N. Gandhi (DIN- 01497163) as an Additional Director at the board meetingheld on 14 June 2021.

AUDIT COMMITTEE

The details pertaining to the composition of Audit Committee are included in theCorporate Governance Report which is part of this report.

COST AUDIT

Pursuant to the provisions of Section 148 (3) of the Companies Act 2013 qualifiedCost Auditors have been appointed to conduct cost audit for the year under review relatingto the products manufactured by the Company.

ACKNOWLEDGEMENTS

Shri. Sushil Kumar lain founder and Managing Director of the Indo Borax &Chemicals Ltd passed away on 18" October 2020. The directors place on record theirdeep appreciation of his vision leadership enormous contribution and his efforts inlaying the foundation of I ndo Borax & Chemicals Ltd and express deep gratitude to hisinfluential spirit for shaping I ndo Borax & Chemicals Ltd.

Your Directors thank to the clients vendors shareholders & bankers for theircontinued support during the year. Your Directors place on record their appreciation forthe contribution made by employees at ail levels especially in this Pandemic situation.Your Company's growth has been possible due to their hard work co-operation &support.

Mumbai For and on behalf of the Board of Directors Sujaljain
June 142021 Managing Director

.