The Directors are pleased to present the 41st Annual Report of the Company together with its audited financial statements for the year ended March 31, 2015.

A. FINANCIAL RESULTS:

                                                            (Rs In lacs)

Paticulars                             Year Ended            Year Ended
                                       March 31, 2015    March 31, 2014

Revenue from Operation                          82.96                 -

Other Income                                    37.71             98.08

Total Income                                   120.67             98.08

Depreciation                                  (70.74)           (82.07)

Loss before Extraordinary Income             (107.55)          (290.10)

Exceptional Item                                   -           (320.11)

Tax expenses related to prior year               0.58              0.01

Loss for the year                           (108.13)           (610.22)

Your Directors wish to inform that during the financial year ended March 31, 2015 the revenues from operations and other income aggregated to Rs 120.67 lacs as against Rs 98.08 lacs during the previous year. During the year under the review, the Company has incurred loss amounting to Rs 108.13 lacs against Rs 610.22 over the previous year. Company has managed to curtail loss to certain extent, however it could not start the manufacturing operations during the Financial Year 2014 -15.

C. STATE OF COMPANY AFFAIRS

In view of financial constraint being faced by the Company, resumption of manufacturing activity at Patalganga unit is getting delayed. The Company is making efforts to arrange long term funds for capital expenditure to be incurred at Patalganga unit and restart the manufacturing operations.

During the year under review, the Company has not incurred any capital expenditure.

There was no change in business activity of the Company during the Financial Year 2014-15.

D. INDUSTRIAL RELATIONS:

As reported earlier, possession of the erstwhile Turbhe Unit of the Company was taken over by majority of Secured Creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in December, 2006. As regards to the legal matters pertaining to the some of the workmen of the said Turbhe Unit, pending before various courts, there is no significant change during the year and status remains same as mentioned in the previous annual report.

Dues of the workers at Patalganga unit, as already informed, were settled pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Hon'ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner of Labour. On failure of the conciliation, the Asst. Commissioner of Labour referred the matter to Industrial Tribunal, Thane, for adjudication. Company has challenged the order of adjudication passed by Asst. Commissioner of Labour before the Division Bench of Hon'ble High Court, Bombay and as per the interim order of the Hon'ble High Court, the said adjudication before the Industrial Tribunal has been stayed and the matter is pending for hearing.

E. CHANGES IN THE SHARE CAPITAL

There was no change in share capital of the Company during the Financial Year 2014-15.

F. HUMAN RESOURCE MANAGEMENT

A detailed section on Human Resource of the Company is provided in the Management Discussion and Analysis Report, which forms a part of this Annual Report (Annexure - 3).

G. DELISTING OF EQUITY SHARES FROM NSE LIMITED

During the financial year under the review the Company delisted its Equity Shares from NSE Limited.

H. DIVIDEND

In view of accumulated losses incurred during the financial year 2014-15, the Company does not propose any dividend.

I. PARTICULARS OF EMPLOYEES

As the Company had only one employee the provisions relating to disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with the Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

The Company did not have any employee who was employed throughout the Financial Year 2014-15 and was in receipt of remuneration not less than Sixty Lacs.

The Company also did not have any employee who was employed for the part of the Financial Year 2014-15 and was is in receipt of remuneration for any part of that year which in aggregate was not less than Five Lacs per month.

No employee of the Company who was employed throughout the Financial Year 2014-15 or a part thereof was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in aggregate, is more than the remuneration of the Managing Director and holds by himself or along with his/her spouse and dependent children not less than two percent of equity shares in the Company.

J. CORPORATE SOCIAL RESPONSIBILITY

The Company had constituted a Corporate Social Responsibility Committee (CSR) comprising of following three directors:

Shri Mitesh D. Sejpal                      Chairman

Shri Sharadchandra S. Kothari              Member

Shri Umesh T. Chandan                      Member

K. CORPORATE GOVERNANCE

The Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the annual report. A certificate from the Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance (Annexure - 2).

Board Meetings

The Board of Directors met Four (4) times during the Financial Year 2014-15. The details of which are given in the Corporate Governance Report which forms part of this Annual Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee adopted the following policies:

1. Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees.

2. Policy for Determining Qualifications, Positive Attributes, Independence of an Independent Director and Criteria for Evaluation is annexed to Directors' Report (Annexure - 4 & 4.1).

Familiarisation Programme for Independent Directors'

Every Independent Director is issued a Letter of Appointment setting out in detail terms of appointment, duties and responsibilities of an Independent Director. In compliance with the provisions of the Clause 49 of the Listing Agreement, the Company had issued formal letters of appointment to the Independent Directors'. The terms and conditions of appointment of Independent Director is available on the Company's website and can be accessed at http://www.idorgochem.com/corporate.aspx/appointmentletter.pdf.

The Independent Directors are informed regarding all the updates in matters of Companies Act, 2013 and other applicable laws as and when required.

Annual Performance Evaluation of Board, Committees of Board and Individual Directors

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board:

In accordance with the criteria recommended by the Nomination and Remuneration Committee, the Board evaluated its own performance, having regard to various criteria such as composition of the Board, Board process, decision making process at the Board meeting, information shared at the Board, frequency of the Board Meeting and updation of knowledge relating to the business and laws at the Board meeting. Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as composition of the Committee, Committee process, decision making process at the Committee meeting, information shared at the Committee meeting, frequency of the Committee Meeting and updation of knowledge relating to the business and laws at the Committee meeting etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individual Directors:

a) Independent Directors: In accordance with criteria recommended by the Nomination and Remuneration Committee which was approved by the Board, the performance of each independent director was evaluated by entire Board of Directors (excluding the Director being evaluated) on various parameters like educational and professional background, industry experience standing in the profession. The Board expressed its satisfaction on performance of the Independent Directors. The Board also acknowledged and appreciated the inputs and expertise provided by all the Independent Directors on matters relating to business of the Company.

b) Non Independent Directors: In accordance with the criteria recommended by the Nomination and Remuneration Committee which was later approved by the Board, the performance of each non independent director was evaluated by the Board of Directors (excluding the Director being evaluated) the various criteria considered for the purpose of evaluation included educational and professional background, industry experience standing in the profession. Further Independent Directors at its separate meeting also evaluated the performance of non independent directors. The Board and Independent Director expressed their satisfaction on performance of the Non Independent Director.

Detail regarding criteria for evaluation is annexed to the Directors' Report (Annexure - 4 & 4.1).

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met during the financial year 2014-15 to-

1. Review the performance of non-independent Directors and the Board as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors;

3. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Declaration from Independent Director

The Company had received the necessary declaration from each independent director for the financial year 2014- 15 and at the time of their appointment, in accordance with Section 149 (7) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, stating that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Risk Management

Since the Company was not in operation no risk management policy was implemented or developed by the Company. However the Company does make necessary checks on the regular basis to identify the risks associated with the business and takes necessary steps to mitigate the same.

Directors and Key Managerial Personnel

During the Financial year 2014-15, the Company had appointed Shri. Sharadchandra S. Kothari (DIN: 00184421) as a Managing Director for a period of 3 (Three) years commencing from October 01, 2014 to September 30, 2017 by passing a Special Resolution at the Annual General Meeting held on September 24, 2014.

Further the Company had appointed Shri. Jay K. Manek (DIN: 00184770), Shri. Mitesh D. Sejpal (DIN: 06562026), and Shri. Umesh T. Chandan (DIN: 00184677) as an Independent Directors for a period of 5 (Five) years commencing from September 24, 2014 to September 23, 2019 by passing an Ordinary Resolution at the Annual General Meeting held on September 24, 2014.

During the financial year 2014-15, Company had appointed Smt. Falguni K. Manek (DIN:07162562), as an Additional Director under Woman and Non Executive category w.e.f. March 31, 2015, and who consequently resigned with effect from August 10, 2015.

Further Shri Jay K. Manek (DIN: 00184770) also resigned from the position of the Independent Director of the Company w.e.f. March 26, 2015.

Shri. Shrikant K. Kothari (DIN: 00184811), Director of the Company, will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment The Board of Directors of the Company recommend his re-appointment. Shri. Shrikant K. Kothari after being reappointed as a director immediately on retirement by rotation shall continue to hold his office of Director.

The Company had appointed Smt. Bharati R. Chandan as an Additional Director under Independent Woman Director Category who holds office upto ensuing Annual General Meeting.

Directors' Responsibility Statement

In compliance of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that we have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Audit Committee

The Company in compliance with Section 177 of the Companies Act, 2013, read with applicable provisions thereof and Clause 49 of the Listing Agreement reconstituted Audit Committee. It comprises of three Non-Executive Directors, viz; Shri. Jay K. Manek, Shri. Mahendra K. Kothari and Shri. Umesh T Chandan.

The Chairman of the Committee is Shri. Jay Manek.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to Corporate Governance Norms. In the meeting of the Board of Directors of the Company held on May 28, 2014, the Board of Directors aligned the terms of reference and scope and functioning of the Audit Committee with the new requirements of the Companies Act, 2013 and Listing Agreement norms.

Adequacy of Internal Financial Controls

The Company has adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly.

Related Party Transactions

The Company had entered into any related party transaction during the Financial Year 2014-15, however the same were on arm's length basis and in ordinary course of business and the Audit Committee and Board have taken the note of the same and approved the same on timely basis in compliance with the provisions of Section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Company has formulated and adopted a whistle blower policy which will enable all the employees, directors and other stakeholder to raise and report their genuine concerns.

Prevention of Sexual Harassment at Workplace

Provisions relating to Sexual Harassment at Workplace are not applicable to the Company as there was only one employee during the Financial Year 2014 -15.

Subsidiaries, Joint Ventures or Associate Companies

No company became or ceased to be a subsidiary, joint venture or associate company during the Financial Year 2014-15.

Statutory Auditors

The Auditors, M/s. Maganlal & Ajay Mehta, Chartered Accountants, Mumbai having Firm Registration No.105730W shall retire at the ensuing Annual General Meeting and, being eligible, offers themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

As per the requirement of Section 139 of the Companies Act, 2013, the Company has already obtained consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed.

The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Cost Audit

For the year under review the cost audit is not applicable pursuant to the amendment in Companies (Cost Records and Audit) Rules, 2014.

Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to conduct Secretarial Audit and annexe with its Directors' report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors had appointed M/s. Kaushal Dalal & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2014-15 and their report is annexed to this Directors' report. (Annexure-5).

Secretarial Auditor has made and mentioned the following observations in its report,

1. As per the Section 203 (Appointment of Key Managerial personnel) of the Companies Act, 2013 and the rules made thereunder, the Company is required to appoint Chief Financial Officer (CFO) and a Company Secretary (CS) from the date of notification of Section 2013 i.e 01st April, 2014 as the said Section is been effect from this date, however the Company has not yet appointed CFO and a CS as on 31st March, 2015 under the Section 203. The Board clarified that since the Company is incurring losses and there are no significant business operations conducted by the Company during the financial year 2014-15. On event of such circumstances, it had not appointed any Key Managerial Personnel.

2. The Company was required to pass a Special Resolution in its General Meeting to increase its borrowing limits as per Section 180 (1)(c) of the Companies Act, 2013 and the rules made thereunder, however has failed to pass such resolution and have borrowed money during the period under Audit.

The Board clarified that the lapse in compliance was made inadvertently and the Company is placing the resolution for approval in the ensuing Annual General Meeting.

3. The Board of Directors vide Circular Resolution passed on March 31, 2015 approved the appointment of Ms. Falguni Manek as an Additional Director under the capacity of women Non executive Director Independent Director w.e.f March 31, 2015 however, the DIN of Ms. Falguni Manek was generated on April 18, 2014 The Board clarified that the appointment of the Director was made inadvertently and the said Director has resigned from the position of Additional Director.

Extract of Annual Return

Extract of Annual Return of the Company in Form MGT-9 is annexed to this Report. (Annexure-1).

Significant and Material Orders passed by the Regulators or Courts.

During the Financial Year 2014-15 there were no significant or material orders passed by any Court or Regulators involving the Company.

Particulars of Loans, Guarantees or Investments

There have been no loans, guarantee or investments made by Company under Section 186 of the Companies Act, 2013 during the Financial Year 2014-15.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report. (Annexure-6).

Deposits covered under Chapter V of the Companies Act, 2013

Your Company has not accepted any public deposits under Chapter V of Companies Act, 2013, during the Financial Year 2014-15.

L. GREEN INITIATIVES

Ministry of Corporate Affairs encourages and supports green initiatives in Corporate Governance by allowing paperless compliances by companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses. Your Company appeals to its shareholders, who are yet to register their E-mail addresses to take necessary steps for registering the same so that they can also become a part of the green initiative and contribute towards a greener environment.

M. ACKNOWLEDGEMENT AND APPRECIATION

Board acknowledges and places on record their appreciation to Customers, Vendors, Dealers, Investors, Business Associates, Bankers, Government and Regulatory Authority and BSE Limited for their continued support.

Place : Mumbai
Date : August 14, 2015                          For JD ORGOCHEM LIMITED

Registered Office :                            Sharadchandra S. Kothari
01,"Sumer Kendra"                        Chairman and Managing Director
P. B. Marg, Worli,                                        DIN: 00184421
Mumbai - 400 018.