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J D Orgochem Ltd.

BSE: 524592 Sector: Industrials
NSE: JDORGOCHEM ISIN Code: INE263B01022
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NSE 05:30 | 01 Jan J D Orgochem Ltd
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VOLUME 1000
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P/E 2.22
Mkt Cap.(Rs cr) 3
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Buy Qty 99.00
Sell Price 2.44
Sell Qty 2000.00
OPEN 2.44
CLOSE 2.44
VOLUME 1000
52-Week high 3.32
52-Week low 1.85
P/E 2.22
Mkt Cap.(Rs cr) 3
Buy Price 2.46
Buy Qty 99.00
Sell Price 2.44
Sell Qty 2000.00

J D Orgochem Ltd. (JDORGOCHEM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 45th (Forty Fifth) Annual Reporton the business and operations of the Company together with the Audited financialstatements for the year ended 31st March 2019.

1. FINANCIAL SUMMARY

The audited financial statements for the financial year ended 31st March2019 forming part of this 45th Annual Report have been prepared in accordancewith the Indian Accounting Standards (IND AS) as notified by the Ministry of CorporateAffairs.

Comparative key figures pertaining to financial performance of your Company is providedherein below:

(Amt in र:)
PARTICULARS FY 2018-2019 FY 2017-2018
Revenue from Operations 17880000 11998750
Other Income 28760400 13103823
Total Income 46640400 25102573
Profit/(Loss) before exceptional item extraordinary item and depreciation 24230439 6309725
Depreciation (7026685) (7026685)
Profit/Loss before Exceptional Item Extraordinary Item and Tax 17203754 (716960)
Exceptional Item - 300000
Profit/(Loss) before Tax 17203754 (416960)
Tax expense - prior year (1608) (3860)
Profit/(Loss) for the year 17202146 (420820)
Other comprehensive income/(loss) (216514) (1050563)
Total comprehensive income/(loss) for the year 16985632 (1471383)
Earnings per share:
- Basic 1.28 (0.11)
- Diluted 1.28 (0.11)

2. DIVIDEND

Considering the financial performance during the year and carried forward losses ofprevious years the Board has decided not to recommend any dividend for this year.

3. TRANSFER TO RESERVES

No amount has been transferred to reserves due to the accumulated losses.

4. REVIEW OF PERFORMANCE

During the financial year under review the revenue from operations aggregated to र:178.80 Lakh as against र: 119.99 Lakh during the previous financial year. The Companymade profit before accounting for depreciation exceptional extraordinary item andcomprehensive income amounting to र: 242.30 Lakh during the financial year underreview as against र: 63.09 Lakh during the previous financial year. However the netprofit during the year before accounting for exceptional item extraordinary item and Taxand comprehensive income was र: 172.04 Lakh as against net loss र: 7.17 Lakh.

5. SHARE CAPITAL

The paid up equity share capital as on 31st March 2019 was र: 132.50Lakh divided into 13250000 equity shares of face value of र: 1/- each. During thefinancial year under the review the Company has not issued any shares.

6. STATE OF COMPANY'S AFFAIR

In view of heavy cost involved in restarting of manufacturing operations the Companycould not undertake the manufacturing activity at Patalganga unit. Also litigation in thematters related to labour matters is another hurdle requiring resolution beforecommencement of production activity. During the financial year under review the Companycontinued trading activity but could not achieve the desired level of sales revenue.Operating loss before other income for the year under review was र: 44.82 lakh ascompared to र: 62.67 during the previous year.

7. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review there has been no change in the nature ofbusiness of your Company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Pursuant to the provision of Section 134(3)(q) of the Companies Act 2013 read withRule 8(5)(vii) of the Companies (Accounts) Rules 2014 it is confirmed that during thefinancial year under review there are no significant or material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies procedures and systems to ensure orderly andefficient conduct of its business including adherence to Company's policies safeguardingof its assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and the timely preparation of reliable financial information in thecompliance of Company's objective efficiently.

Your Company has an adequate internal financial control system in accordance to thesize of the Company and nature of business.. Further an Independent Internal Auditor whois a qualified Chartered Accountant reviews the internal control systems on a regularbasis for its effectiveness and necessary changes and suggestions which are dulyincorporated into the system. Internal Auditor submits its Internal Audit Report on aperiodical basis and the same is placed before the Audit Committee at its meeting and atBoard meeting for their review and noting.

10. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OFTHIS REPORT

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

11. ANNUAL EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND THE INDIVIDUALDIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 read withRule 8(4) of Companies (Accounts) Rules 2014 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance performance of the individual Directors as well as the evaluationof the working of its Committees. The Nomination and Remuneration Committee has definedthe evaluation criteria procedure and time schedule for the performance evaluationprocess for the Board its Committees and of Individual Directors. The entire Boardcarried out performance evaluation of each Independent Director excluding the IndependentDirector being evaluated. Nomination and Remuneration Committee also carried outevaluation of every Director's performance the performance of the Board its Committees.Evaluation parameters of the Board and Committees were mainly based on Policy adopted bythe Board and also considered Disclosure of Information key functions of the Board andCommittees responsibilities of the Board and Committees Corporate Governance Norms etc.The Board/ Committee structure and composition frequency of board meetings participationof Directors in the meeting execution and performance of specific duties of the Board ofDirectors review of board's competency experience contribution etc. as additionalParameters.

The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Boardas a whole at its Separate Independent Director Meeting. The Chairman of the Boardprovided feedback to the Directors on an individual basis as appropriate. Significanthighlights learning and action points with respect to the evaluation were presented tothe Board.

12. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Pursuant to the provision of Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 the relevant data pertaining to theconservation of energy technology absorption and foreign exchange earnings and outgo areprovided in ANNEXURE - I of this Report.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All transactions that were entered into with the related parties during the financialyear ended 31st March 2019 were on an arm's length basis in the ordinarycourse of business and were in compliance with the applicable provisions of the CompaniesAct 2013 (`the Act') and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. All Related Party Transactions are placed before the Audit Committeefor review and approval of the Committee on a quarterly basis. Also the Company hasobtained prior omnibus approval for Related Party Transactions occurred during the yearfor transactions which are of repetitive nature and / or entered in the ordinary course ofbusiness and are at arm's length.

Your Company had not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Companies Act 2013. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC 2 is not applicable. During the year under review yourCompany has entered into transactions with related parties which are material as per theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the detailsof said transactions have been disclosed in the financial statements forming part of thisannual report.

Further there are no materially significant related party transactions made by theCompany with the Promoters Directors and Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the Company at large except asstated in the Financial Statements. The Company has adopted a material related partytransactions Policy approved by the Board and is displayed on the Company's website andthe weblink of the same is http://www.jdorgochem.com/pdf/policies/Policy%20on%20Material%20Related%20Party%20Transaction.pdf

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Nikhil Sharadchandra Kothari (DIN: 00184152) Non-Executive Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting. Briefprofile of Nikhil Sharadchandra Kothari (DIN: 00184152) has been given in the Noticeconvening the Annual General Meeting.

During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee appointed Parag Sharadchandra Kothari (DIN:00184852) as a Chairman and Additional Non-Executive Director with effect from 11thFebruary 2019. In terms of Section 161 of the Act Parag Sharadchandra Kothari(DIN: 00184852) holds office up to the date of ensuing Annual General Meeting. The Companyhas received requisite notice in writing from a member proposing ParagSharadchandra Kothari (DIN: 00184852) name for the office of Director. Accordingly theBoard recommends the resolution in relation to appointment of Parag Sharadchandra Kothari(DIN: 00184852) as a Non-executive Director for the approval by the members of theCompany. Brief profile of Parag Sharadchandra Kothari (DIN: 00184852) has been given inthe Notice convening the Annual General Meeting.

Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Suhas Balkrishna Jande (DIN :08384902) as an Additional ExecutiveDirector and Whole-Time Director of the Company subject to approval of shareholders atensuing Annual General Meeting with effect from 27th March 2019. In terms ofSection 161 of the Act Suhas Balkrishna Jande (DIN :08384902) holds office up to the dateof ensuing Annual General Meeting. The Company has received requisite notice in writingfrom a member proposing Suhas Balkrishna Jande (DIN :08384902) name for the office ofDirector. Accordingly the Board recommends the resolution in relation to appointment ofSuhas Jande (DIN: 08384902) as a Executive Director designated as Whole-TimeDirector for a period of two years commencing from 27th March 2019 to 26thMarch 2021 for the approval by the members of the Company. Brief profile of SuhasBalkrishna Jande (DIN: 08384902) has been given in the Notice convening the Annual GeneralMeeting.

Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mayur K. Rathod (Membership No. A49756) as Company Secretary andCompliance Officer of the Company with effect from 27th March 2019.

Mahendra Krushnakumar Kothari (DIN: 00183613) and Shrikant Krushnakumar Kothari (DIN:00184811) resigned as Chairman and Managing Director and Non-Executive Director of theCompany respectively with effective from 11th February 2019 to pursue otherinterests and commitments. The Board places on record their deep appreciation for theservices rendered by Mahendra Krushnakumar Kothari (DIN: 00183613) and ShrikantKrushnakumar Kothari (DIN: 00184811) during their tenure as Managing Director Directorand Member of various committees of the Board of Directors of the Company respectively.

Anita Ashok Pandey resigned as a Company Secretary and Compliance Officer of theCompany with effect from 05th November 2018. The Board places on recordtheir deep appreciation for the services rendered by Anita Ashok Pandey during her tenureas Company Secretary and Compliance Officer of the Company.

15. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

Your Company has not accepted deposits from public within the meaning of Section 73 ofthe Companies Act 2013 and rules framed thereunder. Further there are no depositsoutstanding hence there were no instances inviting non compliance of the requirements ofChapter V of the Companies Act 2013.

16. DEBENTURES AND DEBENTURE TRUSTEE

As on 31st March 2019 there were 1604000 Zero Coupon Non-ConvertibleDebentures outstanding having face value of र:100/- each. IDBI Trusteeship ServicesLimited acts as Debenture Trustee of the Company having their registered office at Groundfloor Asian Building 17 Kamani Marg Ballard Estate Mumbai - 400 001.

17. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 for the financial year ended 31stMarch 2019 made under the provisions of Section 92(3) of the Companies Act 2013 isannexed as ANNEXURE - II which forms part of this report and is alsoavailable on the Company's website viz. http://www.jdorgochem.com/pdf/ShareholderInformation/StatutoryInformation/AnnualCompliance/2018-19/Extract%20of%20Annual%20Return.pdf.

18. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board - The composition of your Board is in compliance with the provisions ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Company's Board comprises of Six (6) directors which includes ParagSharadchandra Kothari Chairman and Additional Non-Executive Director NikhilSharadchandra Kothari - Non-Executive Director Bharati Ravindra Chandan -Independent Woman Director Mitesh Dilip Sejpal - Independent Director Umesh TrikamdasChandan - Independent Director and Suhas Balkrishna Jande - Whole-Time Director.Five meetings of the Board of Directors were held during the financial year under review.The particulars of meetings held and attended by each Director are detailed in theCorporate Governance Report annexed as ANNEXURE - V which forms partof this Report

b) Audit Committee - The Audit Committee consists of three (3) IndependentDirectors and one (1) Executive Director with Umesh Trikamdas Chandan as Chairman of theCommittee. The other members of the Audit Committee consists of Mitesh Dilip SejpalBharati Ravindra Chandan and Suhas Balkrishna Jande.

c) Nomination and Remuneration Committee - The Nomination and RemunerationCommittee consists entirely of Independent Directors with Mitesh Dilip Sejpal as Chairmanof the Committee. The other members of the Nomination and Remuneration Committee are UmeshTrikamdas Chandan and Bharati Ravindra Chandan.

d) Stakeholders Relationship Committee - The Stakeholders RelationshipCommittee consists of Umesh Trikamdas Chandan as Chairman of the Committee. The othermembers of the Stakeholders Relationship Committee are Parag Sharadchandra Kothari andNikhil Sharadchandra Kothari.

The terms of reference of all the Committees details of meetings of the Committees andattendance of the directors held during the financial year ended 31st March2019 are set out in the Corporate Governance Report annexed as ANNEXURE - V whichforms part of this Report.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act 2013 (theAct) the Board of Directors of your Company to the best of their knowledge andability confirm that:

(i) that in the preparation of the Annual Accounts for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating 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 31st March 2019 and ofthe profit of the 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) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had 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 had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

20. REPORTING OF FRAUD BY AUDITORS

There was no instance of fraud during the year under reivew which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

21. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfil the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Secretarial Standards Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 separate meetingof independent directors was held on 27th March 2019 and considered thefollowing agenda at the meeting:

a) Review the performance of Non - Independent Directors and the Board ofDirectors as a whole;

b) Review performance of the Chairman taking into account the views of the ExecutiveDirectors and Non - Executive Directors;

c) Assess the quality quantity and timelines of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

23. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF ANINDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION

The appointment of the Directors and their remuneration is as per Policy of the Companywhich also mentions the criteria for determining qualifications positive attributes andindependence of Directors. The Policy along with the Board Diversity Policy aims atappointing individuals of high calibre and from diverse background and with variedexperience to serve on the Board for guiding the management team to enhance organizationalperformance. The detailed Remuneration Policy is mentioned in the Corporate GovernanceReport attached to the report as ANNEXURE - V.

24. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE

a) Statutory Auditor's report - The observations made in the Auditor's Report ofHiren C. Sanghavi & Associates Chartered Accountants read together with relevantnotes thereon are self-explanatory and hence do not call for any comments. There is noqualification reservation adverse remark or disclaimer by the Statutory Auditor's in hisReport during the year under review.

b) Secretarial Auditor's Report - During the year under review ShilpaMishra partner of M/s. KDT & Associates Company Secretaries carried out thesecretarial audit and signed the Report. The report of Secretarial Auditor does notcontain any qualification reservation adverse remark or disclaimer. The SecretarialAudit Report in Form MR-3 is annexed as ANNEXURE -III which forms part ofthis Report.

c) Cost Audit Report - The Company is not required to conduct a Cost Audit hencethere was no Cost Audit Report placed at the Board.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

Detailed particulars of loans guarantees and investments pursuant to Section 186 ofthe Companies Act 2013 have been disclosed in the financial statements forming part ofthis annual report.

26. PREVENTION OF SEXUAL HARASSMENT

Your Company believes that all employees have the right to be treated with dignity andhas adopted a policy on prevention prohibition and redressal of sexual harassment at theworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and matters connected or incidental thereto.

Further in compliance of the aforesaid Act Company has also set up an InternalComplaints Committee to redress the complaints received from employees irrespective ofthem being permanent contractual or temporary trainees. Details of the complaintsrelating to the incidents of sexual harassment and workshop conducted by the Company arementioned below:

Number of complaints pending at the beginning of the financial year NIL
Number of complaints received during the financial year NIL
Number of complaints disposed off during the financial year NIL
Number of complaints pending at the end of the financial year NIL
Number of workshops conducted during the financial year 1

The Company has also uploaded the Policy on Prevention of Sexual harassment atworkplace on the website of the Company and the weblink of the same is http://www.jdorgochem.com/pdf/policies/Policy%20on%20Sexual%20Harassment%20of%20Employee.pdf 27. SAFETY HEALTH AND ENVIRONMENT

Health and safety of the employees are considered one of the most important andintegral aspects of the work. All the requisites steps towards fulfilling safetyrequirements and norms are adopted by the Company and its employees. Company ensures thatthe workmen are well aware of the safety procedures required to be followed while doingany activity of production. The Company ensures compliances of regulatory requirementsunder environmental laws.

28. RISK MANAGEMENT

The Company is not required to comply with the Regulation 21 of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. However the Company makesconstant effort to identify assess report and monitor the risk associated with thebusiness of the Company. The policy for risk management is updated in the website of theCompany and the weblink of the same is http://www.jdorgochem.com/pdf/policies/Risk%20Management%20Policy.pdf

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 relating to CSR is notapplicable to the Company as the Company is incurring losses since previous financialyears.

30. PARTICULARS OF EMPLOYEES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 is annexedas ANNEXURE - IV and forms an integral part of this Report. A statementcomprising the names of top 10 employees in terms of remuneration drawn and every personemployed throughout the year who were in receipt of remuneration in terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 ismaintained as separate Annexure and forms an intergral part of this annual report. Theabove Annexure is not being sent along with this annual report to the members of theCompany in line with the provisions of Section 136 of the Act. Members who are interestedin obtaining these particulars may write to the Company Secretary at the Registered Officeof the Company. The aforesaid Annexure is also available for inspection by Members at theRegistered Office of the Company on all days (excluding Saturdays and Sundays) between11:00 a.m. to 1:00 p.m. upto the date of the 45th Annual General Meeting.

31. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the highest standards ofCorporate Governance practices. Your Company complies with all mandatory requirements asstipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Report on Corporate Governance along withthe Auditor's Certificate on its compliance is annexed as ANNEXURE - V tothis Board's Report. A declaration signed by the Chairman in regard to compliance with theCode of Conduct by the Board members and Senior Management Personnel also forms part ofthe Corporate Governance Report.

32. AUDITORS

a) Internal Auditor - Your Company had appointed Nisha Mody of M/s. Nisha Mody& Associates Chartered Accountant as an Internal Auditor for the financial year 2018-2019. She has conducted the Internal Audit of the Company on periodical intervals andreports of the same were placed before the Audit Committee Meeting and Board of theDirectors meeting for their noting and approval.

b) Secretarial Auditor- In compliance with the provisions of Section 204 of theCompanies Act 2013 and rules framed thereunder the Board of Directors had appointed M/sKDT & Associates Practicing Company Secretary for the financial year 2018-19 to carryout secretarial audit of the Company.

c) Statutory Auditor - M/s. Hiren C. Sanghavi & Associates (FirmRegistration Number: 112057W) were appointed as Statutory Auditors of the Company for aperiod of five consecutive years at the Annual General Meeting (AGM) of the Members heldon 27th September 2017 on a remuneration mutually agreed upon by the Board ofDirectors and the Statutory Auditors. The said appointment was subject to ratification bythe Members at every subsequent AGM held after the AGM held on 27thSeptember 2017. Pursuant to the amendments made to Section 139 of the Companies Act 2013by the Companies (Amendment) Act 2017 effective from 7th May 2018 therequirement of seeking ratification of the Members for the appointment of the StatutoryAuditors has been withdrawn from the Statute. Hence the resolution seeking ratification ofthe Members for continuance of their appointment at this AGM is not being sought.

d) Cost auditor - Your Company is not statutorily required to conduct CostAudit hence Report of the same for the financial year ended 31st March 2019pursuant to provisions of the Companies (Cost Records and Audit) Rules 2014 is notrequired to be placed before the Board for noting.

33. INSURANCE

All the assets of the Company are adequately insured.

34. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act 2013 andrequirements of Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has a vigil mechanism which has beenincorporated in the Whistle Blower Policy for Directors and employees to report genuineconcerns. The Whistle Blower Policy also provides for adequate safeguards againstvictimization of persons who use vigil mechanism and for direct access to the Chairman ofthe Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy isuploaded on the website of your Company and the weblink of the same is http://www.jdorgochem.com/pdf/policies/Whistle%20Blower%20Policy.pdf

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 it is required to annex ManagementDiscussion and Analysis Report of the Company to the Annual Report. In compliance of theabove mentioned provisions said report for the financial year ended 31stMarch 2019 forms part of this report and is attached as ANNEXURE - VI.

36. BOARD DIVERSITY

Your Company strongly believes having a diverse Board enhances the quality ofdecisions. Directors from varied background experience and expertise will assist Companyto view larger picture and analyse all aspects of business thereby resulting in betterdecision making and enhancing the business prospects. In view of the same your Companyhas adopted a Board Diversity Policy and it has been displayed on the website of theCompany and the weblink of the same is http://www.jdorgochem.com/pdf/policies/Board%20Diversity%20Policy.pdf

37. GREEN INITIATIVES

Your Directors would like to draw your attention that as per Section 20 of theCompanies Act 2013 read with the Companies (Management and Administration) Rules 2014 asmay be amended from time to time permits paperless compliances and also service ofnotice/documents (including Annual Report) through electronic mode to its Members. YourCompany requests and has consistently encouraged Members to take necessary steps forregistering their e-mail ids so they can be a part and contributes towards greenerenvironment.

38. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Accounting Standards issued by the Institute ofChartered Accountants of India to the extent applicable in preparation of financialstatements.

39. HUMAN RESOURCES

Employees are considered to be one of the most important assets and one of the mostcritical resources in the business which maximize the effectiveness of the organization.Human resources build the enterprise and create the sense of belonging that wouldinculcate the spirit of dedication and loyalty amongst them towards strengthening theCompany's Polices and Systems.

As reported earlier the possession of the erstwhile Turbhe unit of the Company wastaken over by majority of secured creditors under Securitization and Reconstruction ofFinancial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) on 29thDecember 2006. As regards to the legal matters pertaining to certain workmen of the saidTurbhe Unit pending before various courts and legal forums there is no material changeduring the year.

Dues of the workers at Patalganga unit as already informed were settled and paidpursuant to the consent order passed by the Hon'ble High Court of Bombay in October 2003.However certain workers filed an appeal against the consent order before the Divisionbench of the Hon'ble High Court Bombay which was dismissed in July 2005. Thereafter anappeal filed before Hon'ble Supreme Court of India by the aforesaid workmen wassubsequently withdrawn by the concerned workers. Thereafter the workers union took up thesame in conciliation before Asst. Commissioner Labour Panvel Dist. Raigad. On failure ofthe conciliation proceedings the Labour Commissioner referred the matter to IndustrialTribunal Thane for adjudication. The Company challenged the order of adjudication passedby Labour Commissioner before the Division Bench of Hon'ble High Court Bombay and as perthe directions given by the Hon'ble High Court Bombay the said adjudication before theIndustrial Court has been stayed and the matter is pending.

40. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards.

41. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:

a) The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

b) The Company has not issued any sweat equity shares during the financial year underreview and hence no information as per provisions of Section 54(1)(d) of the Act read withRule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

c) The Company has not issued any equity shares under Employees Stock Option Schemeduring the financial year under review and hence no information as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

d) During the financial year under review there were no instances of non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.

42. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for theirsincere consistent and dedicated efforts towards the Company. They would also like tothank all other stakeholders of Company viz; Bankers Suppliers Customers and FinancialInstitution for their continued cooperation and support received by the Company.

For and behalf of the Board
Parag Sharadchandra Kothari
Place: Mumbai Chairman
Date: 28th May 2019 DIN: 00184852