| Dear Members,
The Directors are pleased to present the Fifty-first Annual Report
together with the audited accounts of the Company for the year ended
31stMarch, 2015.
in lakhs
FINANCIAL RESULTS Financial Year Financial Year
ended ended
31stMarch, 30th June,
2015 2014
(Nine Months) (Fifteen Months)
Turnover (Excluding Excise Duty)/ 4671.04 6621.17
Income from operations
Gross profit / (loss) (1025.54) (1116.56)
Less : Depreciation 105.53 278.89
Profit / (Loss) before taxation (1131.06) (1395.45)
Provision for Taxation - -
Deferred Tax (151.32) (431.89)
Excess Provision of Income Tax no (5.82) -
longer required
Profit / (loss) after tax (973.92) (963.56)
Balance brought forward (1182.84) (219.27)
Balance carried forward (1288.94) (1182.84)
Turn over (excluding Excise Duty)/
Income from Operations:-
Boron based products 4644.84 6510.45
Wind Mill Farm 26.20 81.14
Others - 29.58
Total Turnover/lncome from 4671.04 6621.17
operations
DIVIDEND
In view of the accumulated losses, and losses during the current year,
the Directors do not recommend any dividend on the Equity share capital
and Preference share capital of the Company for the Financial Year
ended 31st March, 2015.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of it's own
performance, Board Committees and individual directors pursuant to the
provisions of the Companies Act,2013(the Act) and the corporate
governance requirements as prescribed by the securities and Exchange
Board of India("SEBI") under the Listing Agreement ("Clause 49')
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as
Board composition and structure, effectiveness of board process,
information and functioning etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees .effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of foe individual directors on the basis of the criteria
such as foe contribution of the individual director to the Board and
Committee meetings like preparedness on the issues to be
discussed,meaningful and constructive contribution and inputs in
meetings ,etc. In addition,the Chairman was also evaluated on the key
aspects of his role .
In a separate meeting of independent Directors, performance of
non-independent directors,performance of the Board as a whole and
performance of foe chairman was evaluated .taking in to account the
views of non-executive directors at which the performance of the Board,
its committee and individual directors were also discussed.
NOMINATION AND REMUNERATION POLICY
The Policy on Nomination and Remuneration of Directors, Key Managerial
Personnel and other employees has evolved and has been formulated in
terms of the provisions of the Companies Act, 2013 and the listing
agreement with a view to pay equitable and commensurate remuneration to
the Directors, Key Managerial Personnel and other Employees of the
Company.
The Company had been passing through adverse financial condition which
had an inevitable impact on the existing compensation and pay structure
rather than the qualification, experience and the industry standards.
In view of foe inadequacy of profits, the Directors of the Company are
not being paid any remuneration/commission etc. except the normal
sitting fees. '
The Committee will therefore take in to consideration the various
applicable factors such as qualification, experience, industry
standards etc. and evolve an appropriate policy in course of time once
the Company starts making adequate profits.
PERTICULARS OF LOANS,GUARANTEES OR INVESTMENTS BY COMPANY
During the financial year 2014-15, the Company has not provided any
loan to any person or body corporate or given any guarantee or provided
security in connection with such loan or made any investment in the
securities of anybody corporate pursuant to Section 186 of the
Companies Act, 2013.
SEXUAL HARASSMENT
During the year under review, there was not a single incident pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal), Act, 2013. .
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual
return is Annexed in the prescribed Form MGT-9 which forms part of this
report
WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website of
the Company (www.boraxmorarji.com)
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on a quarterly basis for the transactions which
are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnious approval so granted are audited and a statement
giving details of all related party transactions is placed before the
Audit Committee and the Board Of Directors for their approval on a
quarterly basis. The statement is supported by a Certificate for the
Managing Director & the CFO. The Company has developed a Related Party
Transactions Manual, Standard Operating Procedures for purpose of
identification and monitoring of such transactions.
The Policy on Related Party Transactions as approved by the Board in
uploaded on the Company's website.
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy which reflects the
over all risk management philosophy, the Company's over all approach to
risk management, risk assessment, risk mitigation mechanism and the
roll and responsibilities for risk management. Risk management forms an
integral part of the business planning and review cycle.
The Company's Risk Management Policy is designed to provide reasonable
assurance that objectives are met by integrating management control
into the daily operations, by ensuring compliance with legal
requirements and by safe guarding the integrity of the Company's
financial reporting and its related disclosures.
The identification and analysis of and putting in place the process for
mitigation of these risks is an ongoing process. The Company has also
laid down procedure to inform the Audit Committee and the Board about
the risk assessment and minimization procedures. These procedures are
periodically reviewed to ensure that executive management control risks
by means of a properly defined frame work.
The monthly review meetings of ail the functional/departmental heads
interalia discuss the relative risk management issues. POLLUTION &
SAFETY
Stringent controls and strict monitoring of liquid effluents are
carried out regularly to restrict pollution to the minimum and keep it
within the limits prescribed by the statutory authorities ,
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 Speciality boron products to Germany and
Europe.
In terms of exemption granted by the Ministry of Corporate Affairs vide
its Order No. 2/2011 dated 8th February, 2011 Balance Sheet of Borax
Morarji (Europe) GmbH, Germany is not attached to the account of the
Company. However, the annual accounts of the subsidiary are available
for inspection at the office of the Company and the related detailed
information will be made available to the Shareholders When asked for.
CONSOLIDATION OF ACCOUNTS
In pursuance of the mandatory compliance of the Accounting Standard 21,
as issued by the Institute of Chartered Accountants of India, the
Company has presented Consolidated Financial Statements for the year
under Report, consolidating its Accounts with the Accounts of its
Wholly Owned Subsidiary Company, viz., Borax Morarji (Europe) GmbH,
Germany. A separate Report of the Statutory Auditors on the
Consolidated Financial Statements also forms part of the same.
Fixed DEPOSITS
Under the Companies Act, 2013, our Company is not eligible to invite
and renew fixed deposits. All the fixed deposits are being repaid
according to the provision of the Companies Act, 2013.
DIRECTORS
In accordance with the provisions of Companies Act and Article of
Association of the Company, Mr. Laxmikumar Narottam Goculdas
(DIN:00459347) retires by rotation at the ensuing Annual General
Meeting of the Company and being eligible, offer himself for
re-appointment.
Mr.Bimal Lalitsingh Goculdas (DIN:00367792)is being reappointed as
Managing Director with effective from 1st April, 2015 for a period of
three years, He is B.Chem. Engg., from Institute of Chemical
Technology(ICT), Mumbai and M.S. (Chemical) from U.S.A. He has in-depth
knowledge of chemical industry in India and Abroad. He is associated
with the Company as Director for last 15 years. He is also C.E.O of The
Dharamsi Morarji Chemical Company Limited
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134, of the Comoanies Act, 2013 (hereinafter
referred to as the "Act") your Directors confirm that:-
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company as at March 31,2015 and of the profit and loss of the
Company for the year ended March 31, 2015;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and
such internal financial controls are adequate and were operating
effectively;
AUDITORS
Messers.K.S.Aiyar & Co., Chartered Accountants , holding ICAI Firm
Registration Number 100186W, who are the Statutory Auditors of your
Company, hold office until the conclusions of the 53rd Annual General
Meeting of the Company to be held in the year 2017 ( subject to
ratification of their appointment at every AGM). It is proposed to
ratify the appointment of Messers. K.S.Aiyar & Co., Chartered
Accountants, holding ICAI Firm Registration Number 100186W as Statutory
Auditors of the Company from the conclusion of this AGM till the
conclusion of the 52nd AGM. Messrs .K.S.Aiyar & Co., Chartered
Accountants, holding ICAI Firm Registration Number 100186W has, under
Section 141 of the Act; furnished a certificate of its eligibility for
re-appointment. The Members year on year will be requested, to ratify
their appointment as Statutory Auditors and to authorize the Board of
Directors to fix their remuneration. In this connection , the attention
of the Members is invited to item No. 3 of the Notice.
Observations of the Auditors in their Report to the Members
With regards to the observation of the Auditors under Sr. No.1 in their
report to the Members of the Audited Accounts for the year ended 31s1
March, 2015, in respect of Rs.28.00 lacs deposited by the Company in
the Court in respect of certain issues raised by Customs Authorities
related to DEPB License against which Company has preferred an appeal
and the same is pending before CESTAT. The Management is hopeful of
decisions in favour of Company in respect this matter.
Under Sr.No. 2 regarding no provision made against receivables from
parties amounting to Rs. 119.25 lacs. The management is hopeful of
recovery with amicable settlement.
COST AUDITOR AND COST AUDIT REPORT
The Board Of Directors, on the recommendation of Audit Committee has
appointed Shri S. S. Dongre , Cost Accountant, as Cost Auditor of your
Company to audit the cost accounts of the Company for Financial Year
2015 - 16 at remuneration of Rs. 60,000/-(Rupees Sixty Thousand Only)
inclusive of out of pocket expenses incurred in connection with the
aforesaid audit. As required under the Companies act, 2013, a
resolution seeking member's approval for the remuneration payable to
the Cost Auditor forms part of the Notice convening the Annual General
Meeting. In accordance with the requirement of the Centra! Government
and pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to
time, your Company carries out an audit of cost records maintained by
the Company every year.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed Shri S.R.Padhye
Fellow Member of Institute of Company Secretaries of India (F 4270) and
holding certificate of practice No. 1559 is appointed to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
Annexed- and forms integral part of this Report.
There is no secretarial audit qualification for the year under review.
PARTICULARS OF EMPLOYEES
The particulars of employees as required under section 197 and rule 5
(2) and 5 (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules , 2014 have not been furnished as there are
no employees falling within the purview of the provisions of said
section and the said rule during the period under review .
(CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under section 134 (3)
(m) of the Companies Act, 2013 read with Rule, 8 of the Companies
(Accounts) Rules, 2014 , is annexed herewith.
CORPORATE GOVERNANCE
The Company has complied with the provisions of Corporate Governance
under the Listing Agreement with the Stock Exchange for the year
2014-15. A separate report on Corporate Governance is sent herewith as
part of the Annual Report along with the Auditors' Certificate on
compliance.
ACKNOWLEDGMENTS
The Directors are thankful to all the Stakeholders various Government
Departments, Financial Institutions, Banks and Employees for their
valuable co-operation and assistance during the year. .
For and on behalf of the Board of Directors
Place: Mumbai L. N. Goculdas
Date: 13th August, 2015. (Chairman)
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