Indo Borax & Chemicals Ltd

To The Members of Indo Borax & Chemicals Ltd,

Your Directors have pleasure in presenting 40 th Annual Report of Indo Borax & Chemicals Limited along with the Audited Statement of Accounts for the financial year ended 31st March. 2021.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2021 is summarized below:

(Rs. in lakhs)

COV1D-19

The COVID-19 pandemic has emerged as a global challenge creating disturbance across the world, forcing governments to enforce lockdown of all economic activity. The physical and emotional well-being of employees continues to be top priority of the Company.

The Company has restarted manufacturing facility in phased manner from 3 rd May. 2020 which was close down from 24 March, 2020, pursuant to the receipt of the necessary permission from the government authorities. Company is adhering to the COVID 19 guidelines issued by the Government of India, the state government and local authorities.

As the business situation is very dynamic, the company is closely monitoring it. Though we do hope the business situation should normalize after 2 nd quarter.

DIVIDEND

Based on the Company's performance, the Directors have recommended dividend of Rs. 10.00 per equity share of Rs. 10/- each on 32,09,000 Equity Shares, if approved by the members, would Involve a cash outflow of Rs. 320.90 Lakhs.

TRANSFER TO RESERVES

During the year your company has transferred Rs. 350.00 Lakhs to General Reserve out of the amount available for appropriation and an amount of Rs. 15,110.17 Lakhs is proposed to be retained in the profit and loss account.

STATE OF COMPANY AFFAIRS

On standalone basis, sales for the financial year 2020-21 stood at Rs. 14,415.32 lakhs, higher by 25.07% over the previous year sales of Rs. 11,525.48 Lakhs. Earnings before tax and depreciation was Rs. 4,808.97 lakhs, which was higher by 99.37% over EBTD of Rs. 2,412.06 Lakhs in 2019-20. The profit after tax for the year was Rs. 3,473.79 lakhs, which was higher by 98.05% over the PAT of Rs. 1.753.99 lakhs in 2019-20.

On consolidated basis, sales for the financial year 2020-21 stood at Rs. 14,415.32 lakhs, higher by 25.07% over the previous year of Rs. 11.525.48 lakhs. Earnings before tax and depreciation was Rs. 4,761.88 lakhs, which was higher by 100.68 % over EBTD of Rs. 2,372.87 Lakhs in 2019-20. The profit after tax for the year was Rs. 3,425.84 lakhs, which was higher by 102.16% over the PAT of Rs. 1694.60 lakhs In 2019-20.

SUBSIDIARY COMPANY

Company has only one wholly owned subsidiary, Indoborax Infrastructure Private Limited. There are no associate companies or joint ventures companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act''). There has been no material change in the nature of business of the subsidiary.

During the year Company has invested in subsidiary Indoborax Infrastructure Private Limited, in 1,00,000 Equity Shares of Rs. 10/- each at the premium of Rs.929/- per share.

As pursuant to provision of Section 129(3) of the Act. a statement containing the salient features of financial statements of the Company's subsidiary in Form AOC-1 is attached to the financial statements of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company and its subsidiary which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Consolidated Financial Statements for the year ended 31 March, 2021 along with report of the auditors thereon are attached herewith. Further, pursuant to the provisions of Section 136 of the Act, separate audited financial statement of the subsidiary is available on the website of the company wwvvw.indoborax.com.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The details in respect of the internal financial control and their adequacy are included in Management Discussion & Analysis, which is a part of this report.

NUMBER OF MEETING OF THE BOARD

Six meetings of the board were held during the year. For details of meetings of Board, please refer to the Corporate Governance Report, which is a partofthis report.

COMMITTEES OFTHE BOARD

Details of all the committees along with their composition, name of the members, meetings held during the year and attendance are provided in the Corporate Governance Report, which forms a part of this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 134 (5) of the Companies Act, 2013, the board ofdirectors, to the best of their knowledge and ability, confirm that:

(I) in the preparation of the annual accounts; the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and such internal financial controls are adequate and operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Due to COVID-19 Company lost its founder and Managing Director Late Shri. Sushil Kumar Jain on 18 th October, 2020. The Board places on record its appreciation for their invaluable contribution and guidance. The company had initiated steps to appoint a new director for filling up the vacancy on account of the tragic passing away of Shri S.K. Jain, however due to surge in the second wave of Covid-19 pandemic, it is very difficult to have a physical one to one meetings with identified candidate for closing the open position before 31 March, 2021. However, Company has appointed Shri. Jayeshkumar N. Gandhi as an Additional Director, on 14 th June, 2021 subject to approval of the members in the ensuing Annual General Meeting.

Mr.Sajal Jain, retires by rotation and being eligible offer himself for re-appointment.

Pursuant to the provisions of section 149 the Companies Act, 2013 the Independent Directors have submitted declarations that each of them meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transaction with the company other than sitting fees.

Pursuant to provisions of section 203 of the Act, the key managerial personnel of the company are Mr. Sajal Jain, Managing Director & Chief Financial Officer and Mr. PravInChavan, Company Secretary.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulation.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as board composition anti structure, effectiveness of board process, information and functioning etc. The performance of the committees was evaluated by the board alter seeking Inputs from committee members on the basis of criteria such as composition of committees, effectiveness of committee meetings etc.

In separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors.

The board and nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as contribution of the individual director to the board and committee meetings preparedness on the issues to be discussed meaningful and constructive contribution and inputs in the meeting, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility Policy (CSR Policy) of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 1 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The details about the CSR committee, please refer to the Corporate Governance Report, which form part of this report. The CSR policy is available on the website of the company http://www.indoborax.com/CSR-Policy.php

VIGIL MECHANISM

The Company has formulated whistle blower policy for Directors and employees to report their genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics Policy. The said mechanism also provides for adequate safeguard against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in the appropriate or exceptional cases. We affirm that no employee of the company was denied access to the Audit Committee. The Whistle Blower Policy have been disclosed on website of the Company at http://vvwvv.indoborax.com/Whistcl- Blower-Policy.php

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor risk management plan for the Company. The committee is responsible for monitoring the reviewing the risk management plan and ensuring its effectiveness. The Audit committee has additional oversight in the area of financial risk and controls. The major risk identified by the businesses and functions are systematically address through mitigating actions on continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

ENVIRONMENT IIFAI.TH AND SAFETY, PROTECTION OF WOMEN AT WORKPLACE

The Company is conscious of the importance of environmentally clean and safe operations. Company conducts its operations in such manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

The company has adopted a policy on prevention, prohibition and redressal of Sexual harassment at workplace and has duly constituted an Internal Complaint Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 and the Rules thereunder. During the year company has not received any complaints on sexual harassment. There have been no complaints in other areas.

PARTICUALRS OF EMPLOYEES

The information required under Section 197 ol the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage Increase In remuneration of each Director.ChiefFinancialOfficerand Company Secretary in the financial year:

Note*: The remuneration is not comparable as Mr. Sajal Jain, has been re-designated as MD and his remuneration changed from 1' December, 2020.

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 financial year: 0.52%

c) The number of permanent employees on the rolls of the company: 102

d) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual Increase was around 4.65%. However during the year, the increase in the total employee benefits is approximately 12.16%.

The managerial remuneration and commission are as per the member's resolution. The managerial commission is purely based on the performance of the Company. During theyear the overall performance of the Company Is very good, hence the managerial commission which is based on the profit is also increased. During theyear there is increase in the managerial remuneration by 98.80 % which is directly linked with the profit and performance of the company. During the year the profit of the company is also increased by 98.05%.

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 drawn and particulars of employees as required under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is provided in annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In term of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder 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 matters provided in Section 170(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of the Directors Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars ofloans, guarantees and Investments have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES

The information on the transactions with related parties pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in AOC-2 in Annexure II and same forms part of this report.

DELISTING OFSECURITIES

The Company had applied for delisting of shares from Kolkatta Stock Exchange in 2005-2006, however, till date the confirmation of delisting lias not been received from Exchange.

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 house quality control facilities are utilized for product and process improvement and updation.

2. Technology Absorption

The Company has not imported any new technology.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposit from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of Balance Sheet.

CORPORATEGOVERNANCE REPORT

A separate detailed Corporate Governance Report and Certificate of Auditor of your Company regarding the compliance of the conditions of Corporate Governance as per SEBl (Listing Obligations and Disclosures Requirements) Regulations 2015 are annexed to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act. the Annual Return as on 31 March. 2021 is available on the Company's website viz. www.indoborax.com.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this Report

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

At the thirty sixth AGM held on I9  August, 2017 the members approved appointment of Pulindra Patel & Co., Chartered Accountants, (Firm Registration No. 115187W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of forty-first AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7   May, 2010. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of the same has been included in the Notice for this AGM.

COMMENTS OF AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

The Auditor's report to the shareholders on the audited standalone and consolidated financial statements for the year ended 31 March. 2021 does not contain any qualifications, reservations or adverse remarks and therefore does not call for any comments from directors.

Secretarial Audit report is annexed as Annexure III to this report. The Secretarial audit report to the shareholders does not contain any qualification or reservation which has any material adverse effect on the functioning of the company, except the obscrvation/qualification w.r.t. non-fulfilment by March, 2021 of the vacancy created by the sad demise of Mr. Sushil Kumar Jain on the board ofdirectors of the Company.

The nomination and remuneration committee had successfully finalize a person for the position of director who possessed the core skills/expertisc/compctcncics as required in the context of company's business, however the appointment could not be finalize before 31 March, 2021 due to surge in the second wave of COVID-19 pandemic. Board has appointed Mr. Jayeshkumar N. Gandhi, (DIN- 01497163), as an Additional Director at the board meeting held on 14 June, 2021.

AUDIT COMMITTEE

The details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which is part of this report.

COST AUDIT

Pursuant to the provisions of Section 148 (3) of the Companies Act, 2013, qualified Cost Auditors have been appointed to conduct cost audit for the year under review relating to the products manufactured by the Company.

ACKNOWLEDGEMENTS

Shri. Sushil Kumar lain, founder and Managing Director of the Indo Borax & Chemicals Ltd, passed away on 18" October, 2020. The directors place on record their deep appreciation of his vision, leadership, enormous contribution and his efforts in laying the foundation of I ndo Borax & Chemicals Ltd and express deep gratitude to his influential spirit for shaping I ndo Borax & Chemicals Ltd.

Your Directors thank to the clients, vendors, shareholders & bankers for their continued support during the year. Your Directors place on record their appreciation for the contribution made by employees at ail levels especially in this Pandemic situation. Your Company's growth has been possible due to their hard work, co-operation & support.