J D Orgochem Ltd
Directors Reports
To,
The Members
Your Directors are pleased to present the 49th (Forty Nineth) Annual Report
together with the Audited Financial Statements for the year ended 31st March,
2023.
1. FINANCIAL SUMMARY
The Audited Financial Statements for the financial year ended 31st March,
2023, forming part of this 49th Annual Report, have been prepared in accordance
with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate
Affairs.
Comparative key figures pertaining to financial performance of your Company is provided
herein below:
|
|
(Rs. in Lakhs) |
PARTICULARS |
FY 2022-2023 |
FY 2021-2022 |
Revenue from Operations |
98.40 |
146.20 |
Other Income |
57.86 |
27.35 |
Total Income |
156.26 |
173.55 |
Profit/(Loss) before exceptional item and depreciation |
(742.89) |
(44.23) |
Depreciation |
(18.52) |
(70.27) |
Profit/(Loss) before Exceptional Item and Tax |
(761.41) |
(114.50) |
Exceptional Item |
112.35 |
- |
Profit/(Loss) before Tax |
(649.06) |
(114.50) |
Tax expenses - prior year |
- |
0.02 |
Profit/(Loss) for the year |
(649.06) |
(114.52) |
Other comprehensive income/(loss) net of tax |
(0.65) |
(3.39) |
Total comprehensive income/(loss) for the year |
(649.71) |
(117.91) |
2. DIVIDEND
In view of the loss incurred, the Directors have not recommended any dividend on the
equity shares for the Financial Year ended 31st March, 2023.
3. TRANSFER TO RESERVES
In view of the loss incurred for the Financial Year ended 31st March, 2023,
no amount is proposed to be transferred to any reserves.
4. REVIEW OF PERFORMANCE
During the financial year under review the revenue from operations aggregated to
Rs.98.40 Lakhs as against Rs.146.20 Lakhs during the previous financial year. The Company
incurred Net loss of Rs.649.06 Lakhs during the year under review as against Rs.114.52
Lakhs during the previous financial year. The increase in loss during the year was due to
additional employee benefit expenses aggregating to Rs.648.73 lakhs on account of full and
final settlement of dues and all pending disputes and litigation of the workmen of the
erstwhile Turbhe unit.
5. SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital of your Company as on 31st
March, 2023 was '132.50 Lakh divided into 1,32,50,000 Equity Shares of face value of
Rs.1/- each. Your Company has not issued any Equity Shares during the Financial Year
2022-2023. There was no change in Share Capital during the year under review.
6. COMPOSITE SCHEME OF ARRANGEMENT
The Board of Directors of the Company has approved the Composite Scheme of Arrangement
amongst the three companies being Jaysynth Dyestuff (India) Limited ("Transferor
Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and
the Company ("Transferee Company") and their respective shareholders and
creditors, under Section 230 and 232 and other applicable provisions of the Act. The
Scheme provides for absorption of Transferor Companies with and into Transferee Company
(with effect from Appointed date 01st April, 2023) and in consideration
thereof, the Transferee Company shall issue equity shares and preference shares to the
shareholders of Transferor Company 1 and Transferor Company 2 respectively. Upon sanction
and implementation of the Scheme, the merged entity will be able to tap into new business
opportunities thereby unlocking growth opportunities and achieve economies of scale for
better operational efficiert5y. Upon sanction of the said scheme, the Company will be able
to undertake manufacturing operations at its Patalganga plant.
7. STATE OF COMPANY'S AFFAIR
The long-term growth prospects of the Indian economy being positive, the textile
industry is also expected to grow. Increasing global population and rising disposable
income of consumers in developed and developing countries is expected to lead the demand
for high quality clothing, ultimately boosting demand for the Company's products being
Dyes and Dye-intermediates. During the year under review, the Company has made full and
final settlement of the dues workmen of the erstwhile Turbhe unit, who were in litigation
with the Company before various courts and /or legal forums. Also the Company will now be
in position to restart the manufacturing operations once the composite scheme of
arrangement referred hereinabove is sanctioned by the appropriate regulatory authorities.
During the year under review, the Company achieved sales turnover of Rs.98.40 Lakhs as
compared to Rs.146.20 Lakhs during the previous year and Loss before tax was Rs.649.06
Lakhs as against Rs.114.50 Lakhs during previous year.
8. CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, there has been no change in the nature of
business of your Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
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 ("the
Act") read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is
confirmed that during the financial year under review, there are no significant or
material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.
10. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company follows appropriate policies, procedures and systems to ensure orderly and
efficient conduct of its business including adherence to Company's policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records and the timely preparation of reliable financial information in the
compliance of Company's objective efficiently.
Your Company has an adequate internal financial control system in accordance to the
size of the Company and nature of business. Further an Independent Internal Auditor, who
is a qualified Chartered Accountant, reviews the internal control systems on a regular
basis for its effectiveness and necessary changes and suggestions which are duly
incorporated into the system. Internal Auditor submits its Internal Audit Report on a
periodical basis and the same is placed before the Audit Committee at its meeting and at
Board meeting for their review and noting.
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OF
THIS REPORT
There are no material changes or commitments affecting the financial position of the
Company which have occurred between the end of the financial year and the date of this
Report.
12. ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND THE INDIVIDUAL
DIRECTORS
Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of
Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has
carried out an annual evaluation of its own performance, performance of the individual
Directors as well as the evaluation of the working of its Committees. The Nomination and
Remuneration Committee has defined the evaluation criteria, procedure and time schedule
for the performance evaluation process for the Board, its Committees and of Individual
Directors. The entire Board carried out performance evaluation of each Independent
Director excluding the Independent Director being evaluated. Nomination and Remuneration
Committee also carried out evaluation 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 by the Board and also considered Disclosure of Information, key
functions of the Board and Committees, responsibilities of the Board and Committees,
Corporate Governance Norms etc. The Board/ Committee structure and composition, frequency
of board meetings, participation of Directors in the meeting, execution and performance of
specific duties of the Board of Directors, review of board's competency, experience,
contribution etc. as additional Parameters.
The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors, who also reviewed the performance of the Board
as a whole at its Separate Independent Director Meeting. The Chairman of the Board
provided feedback to the Directors on an individual basis, as appropriate. Significant
highlights, learning and action points with respect to the evaluation were presented to
the Board.
13. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to the provision of Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, the relevant data pertaining to the conservation of
energy, technology absorption and foreign exchange earnings and outgo is annexed as ANNEXURE
- I which forms part of this Report.
14. DETAILS OF SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURE
The Company does not have any Subsidiary, Joint Venture or Associate Company.
15. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All transactions that were entered into with the related parties during the financial
year ended 31st March, 2023 were on an arm's length basis, in the ordinary
course of business and were in compliance with the applicable provisions of the Act and
the SEBI Listing Regulations. All Related Party Transactions are placed before the Audit
Committee for review and approval of the Committee on a quarterly basis. Also the Company
has obtained prior omnibus approval for Related Party Transactions occurred during the
year for transactions which are of repetitive nature and / or entered in the ordinary
course of business and are at arm's length.
Your Company had not entered into any transactions with related parties which could be
considered material in terms of Section 188 of the Act. Accordingly, the disclosure of
related party transactions as required under Section 134(3) (h) of the Act in Form AOC 2
is not applicable.
Further there are no materially significant related party transactions made by the
Company with the Promoters, Directors and Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the Company at large except as
stated in the Financial Statements. The Company has adopted a material related party
transactions Policy approved by the Board and is displayed on the Company's website and
the weblink of the same is http://www.idorgochem.com/Disclosureofregulations.html
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act and the Company's Articles
of Association, Nikhil Sharadchandra Kothari (DIN: 00184152), Non-Executive Director of
the Company retires by rotation at the ensuing 49th Annual General Meeting of
the Company and being eligible offers himself for re-appointment.
The Board of Directors at their meeting held on 17th March, 2023, upon the
recommendation of Nomination and Remuneration Committee, approved re-appointment of Suhas
Balkrishna Jande (DIN: 08384902) as an Whole-time Director of the Company, who has
attained the age of 70 years for further period of 2 (two) years with effect from 27th
March, 2023 to 26th March, 2025, who shall not be liable to retire by rotation
including payment of remuneration, subject to approval by Members at ensuing 49th
Annual General Meeting. A resolution seeking Members' approval for his re-appointment
along with other required details forms part of the Notice.
During the year under review, Shivani Shailesh Kawle (Membership no. A63914) as Company
Secretary & Compliance Officer of the Company resigned from her office with effect
from 31st March, 2023. The Board places on record their deep appreciation for
the services rendered by Shivani Shailesh Kawle during her tenure as Company Secretary and
Compliance Officer of the Company.
Pursuant to the provisions of Section 149 of the Act Independent Directors of the
Company have submitted declarations that each of them meet the criteria of independence as
provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors are independent of the
management; possess the requisite integrity, experience, expertise, proficiency and
qualifications. The details of remuneration paid to the members of the Board of Directors
and its Committees have been disclosed in the financial statements forming part of this
annual report.
Pursuant to the provisions of Section 203 of the Act, Suhas Balkrishna Jande (DIN:
08384902), Whole-Time Director and Kantibhai Maganbhai Darji, Chief Financial Officer are
the Key Managerial Personnel of the Company.
17. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Company has in place appropriate policy on Directors' appointment and remuneration
as required under Section 178(3) of the Act, which has been uploaded on the Company's
website and weblink of the same is http://www.idorgochem.com/Policies.html
18. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN
INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION
The Company has in place appropriate policy for determining qualifications, positive
attributes, independence of an Independent Director, which has been uploaded on the
Company's website and weblink of the same is http://www.jdorgochem.
com/Policies.html
19. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
Your Company has not accepted deposits from public within the meaning of Section 73 of
the Act and rules framed thereunder. Further there are no deposits outstanding hence there
were no instances inviting non compliance of the requirements of Chapter V of the Act.
20. DEBENTURES AND DEBENTURE TRUSTEE
As on 31st March, 2023, there were 16,04,000 Zero Coupon Non-Convertible
Debentures outstanding having face value of Rs.100/- each. IDBI Trusteeship Services
Limited acts as Debenture Trustee of the Company having their registered office at Gr flr,
Universal Insurance Bldg, Sir Phirozshah Mehta Road, Fort, Bazargate, Mumbai - 400 001.
The Company had requested the debenture holder for extension of moratorium period for
repayment of Zero Coupon Non-Convertible Debentures by two year. The debenture holder had
accepted the same and agreed on revised repayment schedule for redemption of Zero Coupon
Non-Convertible Debentures, which are now falling due in ten quarterly installments along
with premium of 50% commencing from 30th June, 2025 to 30th
September, 2027.
21. UNCLAIMED SUSPENSE ACCOUNT
As on 31st March, 2023 the Company has 1200 equity shares lying in the
Unclaimed Suspense Account.
22. TRANSFER OF SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review the Company has not transferred any shares to the Investor
Education and Protection Fund (IEPF) Authority.
23. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company in Form
MGT-7 has been placed on the Company's website http://www.idorgochem.com/
Disclosureofregulations.html
24. MEETINGS OF THE BOARD AND THEIR COMMITTEES
a) Board- The composition of your Board is in compliance with the provisions of the
Act and the SEBI Listing Regulations. Company's Board comprises of 6 (Six) Directors which
includes Parag Sharadchandra Kothari, Chairman and Non-Executive Director, Nikhil
Sharadchandra Kothari - Non-Executive Director, Bharati Ravindra Chandan - Independent
Woman Director, Mitesh Dilip Sejpal - Independent Director, Umesh Trikamdas Chandan -
Independent Director and Suhas Balkrishna Jande - Whole-Time Director. During the
financial year under review, 6 (Six) Board Meetings were held. The details of the Board
Meetings with regard to their dates and attendance of each of the Directors are mentioned
herein below:
Sr No. |
Name of Directors |
Date of the Board meeting and Attendance of Directors |
|
|
30-05-2022 |
08-08-2022 |
10-11-2022 |
24-01-2023 |
10-02-2023 |
17-03-2023 |
1 |
Parag Sharadchandra Kothari |
Attended |
Attended |
Attended |
Attended |
Attended |
Attended |
2 |
Nikhil Sharadchandra Kothari |
Absent |
Attended |
Attended |
Attended |
Attended |
Attended |
3 |
Suhas Balkrishna Jande |
Attended |
Attended |
Attended |
Attended |
Attended |
Attended |
4 |
Umesh Trikamdas Chandan |
Attended |
Attended |
Attended |
Attended |
Attended |
Attended |
5 |
Mitesh Dilip Sejpal |
Attended |
Attended |
Attended |
Attended |
Attended |
Attended |
6 |
Bharati Ravindra Chandan |
Absent |
Absent |
Attended |
Attended |
Attended |
Attended |
b) Audit Committee - A duly constituted Audit Committee consists of majority of
Independent Directors with Umesh Trikamdas Chandan, Independent Director as the Chairman
of the Committee. The other members include Mitesh Dilip Sejpal - Independent Director,
Bharati Ravindra Chandan - Independent Woman Director and Suhas Balkrishna Jande,
Whole-Time Director. The details of the Audit Committee Meetings with regard to their
dates and attendance of each of the Members are mentioned herein below:
Sr No. |
Name of Directors |
Date of the Audit Committee meeting and attendance of
Members |
|
|
30-05-2022 |
08-08-2022 |
10-11-2022 |
24-01-2023 |
10-02-2023 |
1 |
Umesh Trikamdas Chandan |
Attended |
Attended |
Attended |
Attended |
Attended |
2 |
Mitesh Dilip Sejpal |
Attended |
Attended |
Attended |
Attended |
Attended |
3 |
Bharati Ravindra Chandan |
Absent |
Absent |
Attended |
Attended |
Attended |
4 |
Suhas Balkrishna Jande |
Attended |
Attended |
Attended |
Attended |
Attended |
c) Nomination and Remuneration Committee - The Nomination and Remuneration
Committee consists entirely of Independent Directors with Mitesh Dilip Sejpal as Chairman
of the Committee. The other members include Umesh Trikamdas Chandan - Independent Director
and Bharati Ravindra Chandan - Independent Woman Director. The details of the Nomination
and Remuneration Committee Meetings with regard to their dates and attendance of each of
the Members are mentioned herein below:
Sr No. |
Name of Directors |
Date of the Nomination and Remuneration Committee
meeting and attendance of Members |
|
|
30-05-2022 |
10-02-2023 |
17-03-2023 |
1 |
Umesh Trikamdas Chandan |
Attended |
Attended |
Attended |
2 |
Mitesh Dilip Sejpal |
Attended |
Attended |
Attended |
3 |
Bharati Ravindra Chandan |
Absent |
Attended |
Attended |
d) Stakeholders Relationship Committee
- The Stakeholders Relationship Committee consists of Umesh Trikamdas Chandan as
Chairman of the Committee. The other members include Parag Sharadchandra Kothari -
Chairman and Non-Executive Director and Nikhil Sharadchandra Kothari - Non-Executive
Director. The details of the Stakeholders Relationship Committee Meetings with regard to
their dates and attendance of each of the Members are mentioned herein below:
Sr No. |
Name of Directors |
Date of the Stakeholders Relationship Committee
meeting and attendance of Members |
|
|
30-05-2022 |
10-11-2022 |
02-01-2023 |
1 |
Umesh Trikamdas Chandan |
Attended |
Attended |
Attended |
2 |
Parag Sharadchandra Kothari |
Attended |
Attended |
Attended |
3 |
Nikhil Sharadchandra Kothari |
Absent |
Attended |
Attended |
25. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Act, the Board of Directors of
your Company, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the Annual Financial Statements for the year ended 31st
March, 2023, the Indian Accounting Standards (Ind AS), the provisions of the Act as
applicable and guidelines issued by the SEBI Listing Regulations have been followed along
with proper explanations relating to material departures if any;
(ii) the directors had 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 as at 31st March, 2023 and of
the profit and loss of the Company for that period;
(iii) the Directors 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) the Annual Financial Statements have been prepared on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
26. REPORTING OF FRAUD BY AUDITORS
There were no instances of fraud reported by the Auditors for the financial year ended
31st March, 2023.
27. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance with the provisions of Secretarial Standards, the Act and the SEBI
Listing Regulations, separate meeting of Independent Directors was held on 24th
January, 2023 and considered inter-alia the following agenda at the meeting:
a) Review the performance of Non - Independent Directors and the Board of Directors as
a whole;
b) Review performance of the Chairman, taking into account the views of the Executive
Directors and Non - Executive Directors;
c) Assess the quality, quantity and timelines of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
d) The details of the separate meeting of Independent Directors with regard to their
date and attendance of each of the members is mentioned herein below:
Sr No. |
Name of Directors |
Date of the Independent Directors meeting and attendance of Members |
|
|
24-01-2023 |
1 |
Umesh Trikamdas Chandan |
Attended |
2 |
Bharati Ravindra Chandan |
Attended |
3 |
Mitesh Dilip Sejpal |
Attended |
28. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE
a) Statutory Auditor's report - The observations made in the Auditor's Report of
M/s. AHJ & Associates, Chartered Accountants, read together with relevant notes
thereon, are self-explanatory and hence do not call for any comments. There is no
qualification, reservation, adverse remark or disclaimer by the Statutory Auditor's in his
Report during the year under review.
b) Secretarial Auditor's Report - The Secretarial Auditor's Report issued by M/s.
KDA & Associates, Practicing Company Secretaries, for the financial year ended 31st
March, 2023 does not contain any qualification, reservation, adverse remark or disclaimer
in their Report. The Secretarial Audit Report in Form MR-3 forms part of this report and
is attached as ANNEXURE - II.
c) Cost Audit Report -The Company is not required to conduct a Cost Audit hence
there was no Cost Audit Report placed before the Board.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
During the year under review, the Company has not made any investments, provided any
guarantees or security or granted any loans or advances pursuant to Section 186 of the
Act.
30. PREVENTION OF SEXUAL HARASSMENT
The Prevention of Sexual Harassment (POSH) at workplace Act is applicable to every
workplace, establishment, company or organization employing 10 or more employees (full
time, part time, interns or consultants included) irrespective of its location or nature
of industry.
Since the number of total employees in the Company does not exceed 10 the prevention of
sexual harassment policy is not Applicable to the Company
31. SAFETY, HEALTH AND ENVIRONMENT
Health and safety of the employees are considered one of the most important and
integral aspects of the work. All the requisites steps towards fulfilling safety
requirements and norms are adopted by the Company and its employees. Company ensures that
the workmen are well aware of the safety procedures required to be followed while doing
any activity of production. The Company ensures compliances of regulatory requirements
under environmental laws.
32. RISK MANAGEMENT
The Company is not required to comply with Regulation 21 of the SEBI Listing
Regulations. However, the Company makes constant effort to identify, assess, report and
monitor the risk associated with the business of the Company. The policy for risk
management is updated in the website of the Company and the weblink of the same is http://www.idoraochem.com/Policies.html
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act, relating to CSR is not applicable to the
Company as the Company is incurring losses since previous financial years.
34. PARTICULARS OF EMPLOYEES
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is
annexed as ANNEXURE -III which forms part of this Report.
35. CORPORATE GOVERNANCE
Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to
Corporate Governance is not applicable to the Company as the paid up equity capital does
not exceed Rs.10 crores and net worth does not exceed Rs.25 crores as on the last day of
the previous financial year. Further Your Company aims and constantly strives in
maintaining the highest standards of Corporate Governance practices.
36. 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
2022-2023. She has conducted the Internal Audit of the Company on periodical intervals and
reports of the same were placed before the Audit Committee Meeting and Board of the
Directors meeting for their noting and appropriate actions.
b) Secretarial Auditor - Your Company had appointed M/s KDA & Associates,
Practicing Company Secretaries as Secretarial Auditor for the financial year 2022-2023 to
carry out secretarial audit of the Company.
c) Statutory Auditor - Your Company had appointed M/s. AHJ & Associates,
Chartered Accountants (FRN : 151685W) as Statutory Auditor of the Company to hold office
for a term of 5 (Five) years commencing from conclusion of 47th Annual General
Meeting till the conclusion 52nd Annual General Meeting of the Company.
As per the provisions of the Act, the Auditors Report on Financial Statements for the
year ended 31st March, 2023 as issued by the Statutory Auditor M/s. AHJ &
Associates, Chartered Accountants forms part of this Annual Report.
d) Cost auditor - Your Company is not statutorily required to conduct Cost Audit
hence Report of the same for the financial year ended 31st March, 2023 pursuant
to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be
placed before the Board for noting.
37. INSURANCE
All the assets of the Company are adequately insured.
38. VIGIL MECHANISM
In accordance with the provisions of Section 177(9) of the Act and requirements of
Regulation 22 of the SEBI Listing Regulations, your Company has a vigil mechanism which
has been incorporated in the Whistle Blower Policy for Directors and employees to report
genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against
victimization of persons who use vigil mechanism and for direct access to the Chairman of
the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is
uploaded on the website of your Company and the weblink of the same is http://www.idoraochem.com/Policies.
html
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations,
it is required to annex Management Discussion and Analysis Report of the Company to the
Annual Report. In compliance of the above mentioned provisions, said report for the
financial year ended 31st March, 2023 is annexed as ANNEXURE - IV, which
forms part of this report.
40. BOARD DIVERSITY
Your Company strongly believes having a diverse Board enhances the quality of
decisions. Directors from varied background, experience and expertise will assist Company
to view larger picture and analyse all aspects of business thereby resulting in better
decision making and enhancing the business prospects. In view of the same, your Company
has adopted a Board Diversity Policy and it has been displayed on the website of the
Company and the weblink of the same is http://www.idoraochem.com/Policies. html
41. GREEN INITIATIVES
Your Directors would like to draw your attention that as per Section 20 of the Act read
with the Companies (Management and Administration) Rules, 2014 as may be amended from time
to time, permits paperless compliances and also service of notice/ documents (including
Annual Report) through electronic mode to its Members. Your Company requests and has
consistently encouraged Members to take necessary steps for registering their e-mail ids
so they can be a part and contributes towards greener environment.
42. DISCLOSURE OF ACCOUNTING TREATMENT
Your Company has followed requisite Indian Accounting Standards (Ind AS) issued by the
Institute of Chartered Accountants of India to the extent applicable in preparation of
financial statements.
43. HUMAN RESOURCES
Employees are considered to be one of the most important assets and one of the most
critical resources in the business which maximize the effectiveness of the organization.
Human resources build the enterprise and create the sense of belonging that would
inculcate the spirit of dedication and loyalty amongst them towards strengthening the
Company's Polices and Systems.
As reported earlier, the certain workmen of the erstwhile Turbhe Unit were in dispute
with the Company and the legal matters connected with them were pending before various
courts and legal forums. During the year under review, the Company entered into Memorandum
of Settlement with workmen of the said Turbhe unit, through Dyes and Chemical Workers
Union, for full and final settlement of dues and all pending disputes and litigation
between them before any courts and /or legal forums. As per the settlement, the company
made payment Rs.1021.00 Lakhs in full & final settlement of dues of the said workmen,
whose dues were pending. Both the Workmen and the Company have agreed and undertaken to
withdraw all the legal cases and proceedings filed by them against each other before any
courts and /or legal forums. The company had already made provision Rs.372.27 Lakhs
towards liability payable to these workmen in earlier years. The balance of Rs.648.73
Lakhs is accounted during the quarter as Employee benefit expenses in the Profit &
Loss A/c.
Dues of the workers at Patalganga unit, as already informed, were settled and paid
pursuant 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 Division
bench of the Hon'ble High Court, Bombay, which was dismissed in July, 2005. Thereafter an
appeal filed before Hon'ble Supreme Court of India by the aforesaid workmen was
subsequently withdrawn by the concerned workers. Thereafter, the workers union took up the
same in conciliation before Asst. Commissioner Labour, Panvel, Dist. Raigad. On failure of
the conciliation proceedings, the Labour Commissioner referred the matter to Industrial
Tribunal, Thane, for adjudication. The Company challenged the order of adjudication passed
by Labour Commissioner, before the Division Bench of Hon'ble High Court, Bombay and as per
the directions given by the Hon'ble High Court, Bombay the said adjudication before the
Industrial Court has been stayed and the matter is pending. As such there is no change in
status of matter during the year.
44. SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively, have been duly complied by the
Company.
45. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the financial year
under review:
a) Issue of shares with differential rights as per provisions of Section 43(a)(ii) of
the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
b) Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read
with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.
c) Issued any equity shares under Employees Stock Option Scheme as per provisions of
Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014.
d) Non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014.
e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.
f) The details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
46. ACKNOWLEDGEMENT AND APPRECIATION
Your Board expresses their gratitude towards all the employees of the Company for their
sincere, consistent and dedicated efforts towards the Company. They would also like to
thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and Financial
Institution for their continued cooperation and support received by the Company.
|
For and on behalf of the Board of Directors |
|
Parag Sharadchandra Kothari |
Place: Mumbai |
Chairman and Director |
Date: 08th August, 2023 |
DIN:00184852 |
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