Indo Borax & Chemicals Ltd.
|BSE: 524342||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE803D01013|
|BSE 00:00 | 05 Dec||345.05||
|NSE 05:30 | 01 Jan||Indo Borax & Chemicals Ltd|
|Mkt Cap.(Rs cr)||111|
|Mkt Cap.(Rs cr)||110.76|
Indo Borax & Chemicals Ltd. (INDOBORAXCH) - Director Report
Company director report
To The Members of Indo Borax & Chemicals Ltd
Your Directors have pleasure in presenting 37th Annual Report and the Audited Statementof Accounts for the year ended on 31st March 2018.
The performance of the Company for the financial year ended 31st March 2018 issummarized below:
(Rs. in lacs)
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 Shares if approved bythe members would involve a cash outflow of Rs. 57.94 Lacs including dividend tax.
TRANSFER TO RESERVES
During the year your company has transferred Rs. 100.00 Lakhs to General Reserve out ofthe amount available for appropriation and an amount of Rs. 8860.84 Lakhs is proposed tobe retained in the profit and loss account.
On standalone basis sales for the financial year 2017-18 stood at Rs. 9683.69 lacswhich was higher by 45.38% over last year (Rs. 6660.92 lacs in 2016-17). Earnings beforetax and depreciation was Rs. 2143.36 lacs which was higher by 60.72% over EBTD of Rs.1333.62 Lacs in 2016-17. The profit after tax for the year was Rs. 1312.70 which washigher by 57.72% over the PAT of Rs. 832.30 lacs in 2016-17.
On consolidated basis sales for the financial year 2017-18 stood at Rs. 10088.69 lakhswhich was higher by 51.46% over last year (Rs. 6660.92 lacs in 2016-17). Earnings beforetax and depreciation was Rs. 2182.02 lacs which was higher by 67.78% over EBTD of Rs.1300.54 Lacs in 2016-17. The profit after tax for the year was Rs. 1340.37 lacs which washigher by 67.81 over the PAT of Rs. 798.73 lacs in 2016-17. The production of boronproducts increased by 31.30% as compare to 10.39% increase in previous year.
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 the nature of business of the subsidiary.
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 st March 2018 alongwith report 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 & Analysis which forms part of this report.
NUMBER OF MEETING OFTHE BOARD
Seven meetings of the board were held during the year. For details of meetings ofBoard please refer to the Corporate Governance Report which is a part of this 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 OFTHE BOARD OF DIRECTORS
Pursuant to Section 134 (5) of the Companies Act 2013 the board of directors 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
Pursuant to the provisions of section 149 of the Act Mr. Arun Sureka Mr. N.K. Mittaland Mr. Govind Parmar are independent directors of the company. Company has receiveddeclaration from all the Independent Directors of the company confirming that they meetthe criteria of independence prescribed under sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Pursuant to provisions of section 203 of the Act the key managerial personnel of thecompany are Mr. S. K. Jain Chairman and Managing Director Mr. Sajal Jain ChiefExecutive and Chief Financial Officer and Mr. Pravin Chavan Company Secretary.
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 thecorporate governance requirements as prescribed by the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.
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 and structureeffectiveness of board process information and functioning etc. The performance of thecommittees was evaluated by the board after 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 performance of the Chairman wasevaluated taking into account the views of the executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding 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 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
WHISTLE BLOWER POLICY
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://www.indoborax.com/Whistel-Blower-Policy.php
PARTICUALRS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration ofManagerial 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 each Director ChiefFinancial Officer and Company Secretary in the financial year:
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: 1.80%
c) The number of permanent employees on the rolls of the company: 95
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 6 %. However during the year the total increasein employee benefits is approximately 20%.
During the year under review there was no such increment in the managerial salary thecommission which is based on % of profit have been increased which is directly linkedwith the performance of the company. Increase in the managerial remuneration for the yearwas 45.73%.
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 178(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 of loans guarantees 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 Section 134 (3) (h) of the Act readwith Rule 8 (2) of the Companies
(Accounts) Rules 2014 are given in AOC-2 in Annexure II and same forms part of thisreport.
DELISTING OF SECURITIES
The Company had applied for delisting of shares from Kolkatta Stock Exchange in2005-2006 however till date the confirmation of delisting has not been received fromExchange.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
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.
The Board of the company has formed a risk management committee to frame implement 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 identifiedby the business and functions are systematically addressed through mitigating actions on acontinuing basis.
The risk management policy has been covered in the management discussion and analysiswhich forms part of this report.
CORPORATE GOVERNANCE REPORT
A separate detailed Corporate Governance Report and Certificate of Auditor 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 Act the extract of the Annual Return is givenAnnexure-III in the prescribed Form MGT-9 which forms part of this report.
M/s. Pulindra Patel & Co. Chartered Accountants was appointed as Auditors of theCompany for a term of 5(five) consecutive years at the Annual General Meeting held on19th August 2017. They have confirmed that they are not disqualified from continuing asAuditors of the Company.
COMMENTS OF AUDITOR S REPORT AND SECRETARIAL AUDIT REPORT
The auditor's report and the secretarial audit report do not contain anyqualifications reservations or adverse remarks. Secretarial Audit report is attached tothis report.
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.
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 all levels. Your Company's growth has been possibledue to their hard work co-operation & support.
For and on behalf of the Board of Directors