(Including Management Discussion and Analysis Report)
The Directors are pleased to present the Fifty-second Annual report together with the
audited accounts of the Company for the year ended 31st March, 2016.
|
|
rs. in lakhs |
| FINANCIAL RESULTS |
Financial Year ended 31st March, 2016 |
Financial Year ended 31stMarch , 2015 (Nine Months) |
| Turnover (Excluding Excise Duty)/ |
4176.38 |
4671.04 |
| Income from operations |
|
|
| Gross profit / (loss) |
514.16 |
(1025.54) |
| Less: Depreciation |
131.98 |
105.53 |
| Profit / (Loss) before taxation |
646.14 |
(1131.06) |
| Provision for Taxation |
- |
- |
| Deferred Tax |
189.76 |
(151.32) |
| Excess Provision of Income Tax no longer required |
- |
(5.82) |
| Profit / (loss) after tax |
456.38 |
(973.92) |
| Balance brought forward |
(2156.76) |
(1182.84) |
| Balance carried forward |
(900.43) |
(1288.94) |
| Turnover (excluding Excise Duty)/ Income from Operations:- |
|
|
| Boron based products |
4144.76 |
4644.84 |
| Wind Mill Farm |
31.62 |
26.20 |
| Others |
- |
- |
| Total Turnover/Income from operations |
4176.38 |
4671.04 |
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, 2016.
MANAGEMENT DISCUSSION & ANALYSIS
Overview of operations:
Chemical Division
The Company has achieved Sales turnover of rs. 4176.38 lacs for the Financial Year
ended on 31st March, 2016 as against the Sales turnover of rs. 4671.04 lacs in the
previous year ended on 31st March, 2015. During the current Financial Year, your Company
has completed shifting of the operations from Ambarnath factory to Dahej factory. During
the transition of shifting the operations from Ambarnath factory to Dahej factory, your
Company had stopped the operations at Ambarnath but the operations at Dahej were not to
the full extent, resulting in lower production and thereby lower turnover during the
current financial year. Your Company through its own research and Development activities
is working on new products Development as also improve production processes for achieving
cost effectiveness with increasing emphasis on cost reduction at Dahej factory. The Dahej
operations are expected to be profitable during the Current Financial Year, barring the
unforeseen circumstances.
Wind mills
Due to uneconomical and unviable operations and as approved by the Shareholders
earlier, your Company has sold Four wind mills located at Thoseghar and Maloshi, Dist.
Satara in the State of Maharashtra. The Management is also making efforts to sell the
remaining two wind mills, one at Vankusavade, Dist. Satara in the State of Maharashtra and
the other at Nani Sindhodi at Kutch, in the State of Gujarat.
Land at Ambarnath
As approved by the Shareholders and informed earlier, the Company has sold its land at
Ambarnath and the necessary provisions/ adjustments have been made in the books of
accounts arising out of the said sale.
Industry Structure and outlook
The Company is a market leader in manufacturing of Boron Chemicals in India. The
Company is conspicuous in local and International market over 5 decades due to its wide
range of quality Boron based chemicals. Your Company is catering to various business
segments like ceramics frits, steel, soaps & detergent, fertilisers, chemicals and
polymer industries.
Your Company is focused on innovative initiatives through its own research and
Development activities and envisages developing and enhancing its portfolio with new
customized and speciality products. Your company’s emphasis is to enhance production
at its full installed capacities and sales of existing commodities and speciality products
at remunerative prices with a view to improve the performance of your company.
Your Company believes in its ability to develop new products and improvement in sale of
existing products with the implementation of cost effective technologies . Barring
unforeseen circumstances , your Company expects to improve its financial and operational
performance, during the next few years.
Adequacy of internal controls
The Company has an established independent and adequate system of internal controls
commensurate with nature of its business and size of its operation to ensure that all
assets are safeguarded and protected against loss from unauthorized use or disposition,
and those transactions are authorized, recorded and reported correctly. This system also
complies with the suggestions of the Statutory Auditors of the Company, if any, from time
to time. The internal control systems are supplemented by regular reviews by the
management of the Company.
Human Resource Development
As a matter of routine, the Company undertakes periodic review of its Hr policies and
encourages the best performance at all times. The Company also provides regular training
to its workforce which allows employees to keep themselves abreast of the changing
environment as well as develop new skills.
Cautionary Statement
Statements in the Management Discussion and Analysis describing the Company’s
objectives, projections, estimates and expectation are "forward looking
statements". Actual results might differ materially from those anticipated because of
changing ground realities.
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 the
individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and Committee meetings like
Prepared ness 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 the 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 the 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 2015-16, 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 omnibus 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--vis the
Company.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy which reflects the overall 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 all the functional / departmental heads interalia discuss
the relative risk management issues.
INSIDER TRADING
In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulation
2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive
information, the Company has adopted the code of conduct to regulate, Monitor and report
Trading by Insider (" Insider Trading Code’) and code of Practices and
Procedures for Fair Disclosure of unpublished Price Sensitive Information (‘Code of
Fair Disclosure’).
The Insider Trading Code is intended to prevent misuse of unpublished price sensitive
information by insiders and connected persons and ensure that the Directors and specified
persons of the Company and their dependents shall not derive any benefit or assist others
to derive and benefit from access to and possession of price sensitive information about
the Company which is not in the public domain, that is to say, insider information.
The code of Fair Disclosure ensures that the affairs of the Company are managed in a
fair, transparent and ethical manner keeping in view the need and interest of all the
Stakeholders.
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 / KEY MANAGEMENT PERSONNEL
In accordance with the provisions of Companies Act and Article of Association of the
Company, Ms. Mitika Laxmikumar Goculdas (DIN: 02879174) retires by rotation at the ensuing
Annual General Meeting of the Company and being eligible, offers herself for
reappointment.
Mr. Bimal L. Goculdas resigned as Managing Director on 10th August, 2016, however, he
continues as Non-executive Director.
Dr. Umesh R. Shetkar is being appointed as Chief Executive Officer and Manager under
the Companies Act 2013 in the ensuing Annual General Meeting.
The terms and conditions of appointment of Independent Directors are as per Schedule IV
of the Act. Independent Directors have submitted declarations that each of them meets the
criteria of independence as provided in Section 149(6) of the Act and there has been no
change in the circumstances which may affect their status as independent director during
the year.
During the year, the non-executive Directors of the Company had no pecuniary
relationship or transactions with the Company.
The Nomination and remuneration Committee, at its meeting held on 10th August, 2016
recommended and the Board of Directors of the Company at its Board Meeting held on 10th
August, 2016 have appointed Dr. Umesh r. Shetkar, subject to the approval of the
shareholders by way of ordinary resolution at the ensuing Annual General Meeting as "
Chief Executive Officer" and "Manager" of the Company within the meaning of
the Companies Act, 2013, for a period of three years with effect from 10th August, 2016.
The proposed Remuneration and terms and conditions of appointment of Dr. Umesh R.
Shetkar "Chief Executive Officer" and "Manager" of the Company are as
per the provisions of the Companies Act, 2013 and Schedule V thereto as given in the
Ordinary resolution at item no. 4 of the accompanying Notice of the Meeting and the
particulars contained therein are in accordance with the disclosures as required as per
Schedule V, Part II, Section II of the Companies Act, 2013:
The Board recommends the resolution at Item No. 4 of the accompanying Notice for
approval by the Members of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134, of the Companies 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, 2016 and Statement of
the Profit and Loss of the Company for the year ended March 31, 2016;
(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 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.
AUDITORS’ OBSERVATIONS
There is no observation / qualification in the report of Auditors for the Financial
year 31st March, 2016.
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 2015 – 16. 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: 10th August, 2016. |
(Chairman) |
+91-9892691696
