Directors Report of Borax Morarji Ltd.

Jun 30, 2014

Dear Members,

The Directors are pleased to present the Fiftieth Annual Report together with the audited accounts of the Company for the extended fi nancial year ended 30th June, 2014. (Fifteen months)

In order to facilitate operational restructuring, involving installation of new manufacturing facilities at Dahej and also as a part of overall business and operational reorganization, the Board of Directors of your company had extended the period of current Financial Year ending on 31st March 2014 to 30th June 2014. The fi gures for the extended current fi nancial year and the previous fi nancial year are therefore not comparable.

Rs. in lakhs FINANCIAL RESULTS Financial Financial Year ended Year ended 30th June, 31st March, 2014 2013 (15 Months) (12 Months)

Turnover (Excluding Excise Duty)/ 6621.17 6174.66 Income from operations

Gross profit/loss (1116.56) (240.88)

Less : Depreciation 278.89 200.57

Profi t/(Loss) before taxation (1395.45) (441.45)

Provision for Taxation - -

Current Tax - -

Deferred Tax (Assets) / Liabilities (431.89) (147.20)

Profi t/(Loss) after tax (963.57) (294.25)

Excess/ short tax provision for earlier years written back/ (written off) Balance brought forward from Previous year (219.27) 74.98

Amount available for appropriation (1182.84) (219.27)

Your Director have made the following appropriations:

(i) Proposed Dividend - -

(ii) Corporate Dividend Tax - -

(iii) Transfer to General Reserve - -

(iv) Balance carried to Balance Sheet (1182.84) (219.27)

(1182.84) (219.27)

Turnover (excluding Excise Duty)/ Income from Operations:-

Boron based products 6510.45 6087.34

Wind Mill Farm 81.14 66.03

Others 29.58 21.29

Total Turnover/Income from operations 6621.17 6174.66



DIVIDEND

In view of the loss reported for the fi nancial year ended 30th June,2014, Directors regret their inability to recommend any dividend.

ISSUE OF PREFERENCE SHARES - By Private Placement

The Shareholders are aware that for various economic reasons, the Company could not complete the earlier planned Rights Equity Issue.

Pursuant to the approval of the Shareholders, the Company has issued 8% cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/ each fully paid up at par, to the Promoter against unsecured loan of Rs. 9 crores granted by them to the Company, from time to time. These Preference Shares are Redeemable in 3 yearly installments of Rs. 3 crores each, commencing from the fi nancial year 2019-20 and ending during fi nancial year 2021-22.

POLLUTION & SAFETY

Stringent controls and strict monitoring of effl uents 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 Specialty boron products to Germany and Europe.

In terms of exemption granted by the Ministry of Corporate Affairs vide its Oder 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 offi ce 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, your Company is not eligible to invite and renew fi xed deposits. All the fi xed deposits accepted earlier are being repaid on due dates according to the provision of the Companies Act, 2013.

DIRECTORS

Mr. S.K. Diwanji- Director and Mr. Ranjan Sanghi- Director both resigned on 3rd October, 2013 on personal grounds after long association with the Company. The Director place on record their appreciation and gratitude for the valuable advice, guidance, assistance and support given by them during their association with the Company.

Shri. A.W. Ketkar and Shri.D.T. Gokhale were appointed as Additional directors to hold offi ce up to the ensuing Annual General meeting. Shri. A.W. Ketkar, Shri. S.V.Joshi and Shri D.T.Gokhale are proposed to be appointed as Independent Directors in the ensuing Annual general Meeting.

In accordance with the provisions of Companies Act and Article of Association of the Company, Miss Mitika L. Goculdas retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for re-appointment.

Observations of the Auditors in their Report to the Members

With regard to the observation of the Auditors under Sr. No.1 in their report to the Members on the Audited Accounts for the year ended 30th June, 2014,the Board offers their clarifi cation/explanation as under :

i) An amount of Rs. 64.73 lacs( included in Long Term Loans and Advances) on account of fl ood insurance claim of the year 2002 disputed by New India Assurance Co. Ltd., Management is hopeful of recovery of entire amount for which a complaint has been fi led before the Consumer Disputes Redressal Commission, Mumbai which is pending for final hearing

ii) An amount of Rs. 14.22 lacs receivable from State Trading Corporation of India Ltd.(STC),in respect of which the STC has fi led an appeal before Delhi High Court against order passed by District court in favour of the Company, the Company is hopeful that the said Appeal will be decided against STC and hence the full amount will be received incourse of time.

iii) An amount of Rs. 28.00 lacs deposited by the Company in the Court in respect of certain issues raised by Customs Authorities related to DEPB License,the Company has preferred an appeal and the same is pending before CESTAT. The Management is hopeful of favourable decision.

Under Sr. No.2 An amount of Rs. 157.63 lacs is receivable for which no provision has been made, the Management is hopeful of recovery with amicable settlement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, (hereinafter referred to as the "Act") your Directors confi rm that:- (i) in the preparation of the Annual Accounts, all applicable accounting standards have been followed and there was no material departure from the accounting standards;

(ii) they 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 a 30th June, 2014 and of the profi t/loss of the Company for the year ended 30thJune, 2014.

(iii) they had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

(iv) they had prepared the Annual Accounts on a going concern basis.

AUDITORS

Messrs K.S. Aiyar & Co., Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.They have, furnished a Certifi cate of their eligibility for reappointment.

COST AUDITOR

To comply with the directive of the Government of India, Department of Company Law Affairs, Cost Audit Branch, New Delhi, the Board of Directors appointed Mr. S. S. Dongare as the Cost Auditor on a remuneration of Rs. 60,000/- for the accounting year ending 31st March, 2015 for the audit of the cost accounts in respect of Boric Acid.

PARTICULARS OF EMPLOYEES

During the year ended 30th June, 2014, there was no employee within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per Sec. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in Annexure to this Report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Corporate Governance under the Listing Agreement with the Stock Exchange for the year 2013-14 A separate report on Corporate Governance is sent herewith as part of the Annual Report along with the Auditors'' Certifi cate 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. The Directors are also thankful to the shareholders for their sense of understanding and continued support.

For and on behalf of the Board of Directors

Place: Mumbai L. N. Goculdas Date: 13th August, 2014 (Chairman)

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Mar 31, 2013

The Directors are pleased to present the Forty Nineth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2013.

Rs. in Lakhs

FINANCIAL RESULTS 2012-13 2011-12

Turnover (Excluding Excise Duty)/ 6174.66 7726.92 Income from Operations

Gross Profit/(Loss) (240.88) (178.69)

Less : Depreciation 200.57 205.55

Profit/(Loss) before taxation (441.45) (384.24)

Provision for Taxation

Current Tax - -

Deferred Tax (Assets) / Liability (147.20) (85.48)

Profit/(Loss) after tax (294.25) (298.76)

Balance brought forward from Previous year 74.98 373.74

Amount available for appropriation (219.27) 74.98

Your Director have made the following appropriations:

(i) Proposed Dividend - -

(ii) Corporate Dividend Tax - -

(iii) Transfer to General Reserve - -

(iv) Balance carried to Balance Sheet (219.27) 74.98

(219.27) 74.98

Turnover (excluding Excise Duty)/ Income from Operations:-

Boron based products 6087.34 7498.74

Wind Mill Farm 66.03 127.82

Others 21.29 100.36

Total Turnover/Income from operations 6174.66 7726.92

DIVIDEND

Directors do not recommend any Dividend in view of loss reported for the year ended 31s1 March, 2013

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 Specialty boron products to Germany and Europe.

In terms of exemption granted by the Ministry of Corporate Affairs vide its Oder No.2/2011 dated 8* 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

Out of deposits maturing during the year, a total amount of Rs. 9,71,000/- remained unclaimed as on 31st March, 2013 of which Rs. 2,38,000/- has since been renewed / repaid. Necessary follow-up is being made with the remaining deposit holders.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Article 131 of the Articles of Association of the Company Mr.S.K. Diwanji and Mr.L.N. Goculd as retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offer themselves for re-appointment.

DAHEJ PROJECT

The Company has successfully commissioned the first phase of the Project at Dahej for manufacture of Boron Products and accordingly your Company has now commenced the Commercial Production of Boron Products at Dahej. The second phase of the project is under implementation and the same is expected to be completed by end of this year.

Observations of the Auditors in their Report to the Members

With regards to the observation of the Auditors under Sr. No.1 in their report to the Members of the Audited Accounts for the year ended 31s1 March, 2013, in respect of Long Term Loans and Advances includes amount of Rs. 64.73 lacs on account of insurance claim disputed by New India Assurance Co.Ltd. in respect of loss of stock due to flood in June 2002 at Chemical Division, Ambarnath, against which Company has filed complaint before the Consumer Disputes Redressed Commission, Mumbai, which is pending for final hearing.

As regards Rs. 14.22 lacs receivable from State Trading Corporation of India Ltd.(STC), the STC has filed an appeal against order passed by District court in favor of the Company which is pending before Delhi High Court.

As regards X 28.00 lacs deposited by the Company in the Court in respect of certain issues raised by Customs Authorities related to DEPB License against which Company has preferred an appeal and the same is pending before CESTAT. The Management is hopeful of decisions in favour of Company in respect of all the above matters.

Under Sr. No. 2 regarding the amount of Rs. 26.63/- lacs, no provision has been made against the receivables the Management is hopeful of recovery with amicable settlement.

Under Sr. No. 3 regarding the Short Term Loan and Advances includes Rs. 47.67 lacs on account of expenses towards Proposed Right Issue which has not taken place the Management of the Company has decided to defer the schedule of the Right Issue, due to present economic scenario. The Management will review the situation and will decide about Right Issue at appropriate time.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, (hereinafter referred to as the "Act") your Directors confirm that:-

(i) in the preparation of the Annual Accounts, all applicable accounting standards have been followed and there was no material departure from the accounting standards;

(ii) they 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, 2013 and of the profit/loss of the Company for the year ended 31st March, 2013.

(iii) they had 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 for preventing and detecting fraud and other irregularities;

(iv) they had prepared the Annual Accounts on a going concern basis.

AUDITORS

Messrs K.S. Aiyar& Co., Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment They have, under Sec. 224(1) of the Companies Act, 1956, furnished Certificate of their eligibility for re-appointment.

COST AUDITOR

To comply with the directive of the Government of India, Department of Company Law Affairs, Cost Audit Branch, New Delhi, the Board of Directors appointed Mr. S. S. Dongare as the Cost Auditor on a remuneration of Rs. 60,000/- for the accounting year ending 31st March, 2014 for the audit of the cost accounts in respect of Boric Acid.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2013, there was no employee within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPITON AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per Sec. 217( 1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in Annexure to this Report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Corporate Governance under the Listing Agreement with the Stock Exchange for the year 2012-13 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: 8th August, 2013. (Chairman)

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Mar 31, 2012

The Board of Directors presents the Forty Eighth Annual Report of the Company together with the Audited Statements of Account for the financial year ended 31st March, 2012.

Rs. in lakhs

FINANCIAL RESULTS 2011-12 2010-11

Turnover (Excluding Excise Duty)/ 7726.92 7400.40

Income from operations

Gross profit/(loss) (178.69) 408.33

Less : Depreciation 205.55 200.79

Profit/(Loss) before taxation (384.24) 207.54

Provision for Taxation

Current Tax - 99.00

Deferred Tax (85.48) (28.65)

Profit/(Loss) after tax (298.76) 137.19

Amount available for appropriation 74.98 467.54

Your Director have made the following appropriations:

(i) Proposed Dividend - 67.80

(ii) Corporate Dividend Tax - 11.00

(iii) Transfer to General Reserve - 15.00

(iv) Balance carried to Balance Sheet 74.98 373.74

74.98 467.54

Turnover (excluding Excise Duty)/ Income from Operations:-

Boron based products 7498.74 7113.58

Wind Mill Farm 127.82 107.57

Others 100.36 179.25

Total Turnover/Income from operations 7726.92 7400.40

DIVIDEND

In view of inadequate profit during the year, your Directors regret their inability to recommend any dividend.

(h) Insurance

The Company's all fixed assets, plant & machineries and stocks are adequately insured.

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 Specialty boron products to Germany and Europe.

In terms of exemption granted by the Ministry of Corporate Affairs vide its Oder 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

Out of deposits maturing during the year, a total amount of Rs.4,60,000/- remained unclaimed as on 31st March, 2012 of which Rs.1,05,000/- has since been renewed / repaid. Necessary follow-up is being made with the remaining deposit holders.

DIRECTORS

Mr. D.S. Parekh, Alternate Director to Ms. Mitika L. Goculdas resigned w.e.f. 9th December, 2011 on personal grounds after a long association with the company for more than two decades. The Directors place on record their appreciation and gratitude for the valuable advice, guidance, assistance and support given by him during his association with the Company.

In accordance with the provisions of the Companies Act, 1956 and Article 131 of the Articles of Association of the Company Mr. Ranjan Sanghi and Ms. Mitika L. Goculdas retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offer themselves for re- appointment.

MANAGEMENT

Mr. H.T. Kapadia, retired in March 2012 from his position as Chief Executive Officer & Manager, on completion of his contractual term after more than a decades of association with the Company. The Board would like to place on record its appreciation for the services rendered by Mr. H.T. Kapadia

in various capacities till his retirement. Mr.Bimal L. Goculdas, is appointed as Managing Director, effective 1st April 2012 for a period of 3 (three) years subject to the approval of Members in the ensuing Annual General Meeting. Mr. Bimal L. Goculdas is associated with the company for more than twelve years and has rich experience in the industry.

DAHEJ PROJECT

The capex plans undertaken by the Company at Dahej are under various stages of implementation and are expected to be commissioned in the phased manner during second half of current financial year 2012-13. Upon completion, this projects would significantly strengthen cost base, logistic advantage and good work environment which in turn would enhance profitability and competitiveness. The Company has already incurred an amount of Rs.1130.00 lacs on this Proejct which have been met through borrowing from Promoters and unsecured loans.

Observations of the Auditors in their Report to the Members

With regards to the observation of the Auditors in their report to the Members of the Audited Accounts for the year ended 31st March, 2012:

Sr.No. 4(f)(i) Rs.64.73 lacs is receivable from the insurer viz., New India Assurance Company Limited. For this recovery, the Company has filed a complaint with the State Consumer Redressai Commission (SCRC), Mumbai and the Commission has passed an interim order in favour of the Company for Rs..6.93 lacs which Company has withdrawn on furnishing Bank Guarantee. Case is pending before SCRC for the final hearing. The Management is hopeful of a favourable decision, therefore, no provision in this regard considered necessary.

4(f)(ii) In respect of Rs. 14.22 lacs receivable from State Trading Corporation of India Ltd.(STC), the STC has filed an appeal in Delhi High Court against the order passed, in favour of the Company by Tis Hazari court, New Delhi which is pending, management is hopeful of favourable decision in company's favour hence no provision in this regard considered necessary.

4(f)(iii) As regards Rs.28.00 lacs deposited by the Company in the Court in respect of certain issues raised by Customs Authorities related to DEPB License against which Company has preferred an appeal, which is pending before CESTAT, therefore no provision has been made.

Sr. No.4 (g) regarding the amount of Rs.22.26 lacs overdue for more than one year, the Management is hopeful of arriving at amicable settlement with the party.

Sr. No.4 (h) regarding Rs. 47.67 lacs expenses incurred on Proposed Right Issue which has not taken place till date, the Management has decided to defer the schedule of the Right issue, due to present economic scenario. The Management will review the situation and will decide about Right Issue at appropriate time.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, (hereinafter referred to as the "Act") your Directors confirm that:-

(i) in the preparation of the Annual Accounts, ail applicable accounting standards have been followed and there was no material departure from the accounting standards;

(ii) they 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, 2012 and of the Profit / (Loss) of the Company for the year ended 31st March, 2012.

(iii) they had 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 for preventing and detecting fraud and other irregularities;

(iv) they had prepared the Annual Accounts on a going concern basis.

AUDITORS

Messrs K.S. Aiyar & Co., Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. They have, under Sec. 224(1) of the Companies Act, 1956, furnished Certificate of their eligibility for re-appointment.

COST AUDITOR

To comply with the directive of the Government of India, Department of Company Law Affairs, Cost Audit Branch, New Delhi, the Board of Directors appointed Mr. S. S. Dongare as the Cost Auditor on a remuneration of Rs.35,000/- for the accounting year ending 31st March, 2013 for the audit of the cost accounts in respect of Boric Acid.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2012, there was no employee within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPITON AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per Sec. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in Annexure to this Report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Corporate Governance under the Listing Agreement with the Stock Exchange for the year 2011-12. 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 shareholders, various Government Departments, Banks, Customers 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: 9th August, 2012. (Chairman)

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Mar 31, 2010

The Directors are pleased to present the Forty Sixth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2010.

2009-2010 2008-2009 Rs. in lakhs Rs. in lakhs

FINANCIAL RESULTS

Turnover (Excluding Excise Duty)/ Income from operations 6,977.46 7,437.93

Gross profit 594.56 734.61

Less: Depreciation 210.26 205.99

Profit before taxation 384.30 528.62

Provision for Taxation

Current Tax 116.59 189.00

Fringe Benefit Tax -- 5.25

Deferred Tax 8.38 (54.41)

Profit after tax 259.33 388.78

" Excess/short tax provision for earlier years written back/(written off) (1.42) 3.51

Balance brought forward from Previous year 234.21 76.99

Amount available for appropriation 492.11 469.28

Your Director have made the following appropriations:

(i) Proposed Dividend 112.99 158.19

(ii) Corporate Dividend Tax 18.77 26.88

(iii) Transfer to General Reserve 30.00 50.00

(iv) Balance carried to Balance Sheet 330.35 234.21

492.11 469.28

Turnover (excluding Excise Duty)/lncome from Operations:

Boron based products 6,666.36 6,981.98

Borotik 7.62 10.31

Wind Mill Farm 98.16 117.31

Others 205.32 328.33

Total Turnover/Income from operations 6,977.46 7,437.93

DIVIDEND

The Directors recommend a dividend of Rs. 2.50 per Equity Share (25%) on 45,19,698 Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2010 (Previous Year - Rs. 3.50 per Share - 35%) which if approved at the forthcoming Annual General Meeting will be paid to those whose names appear:

(i) as Beneficial Owners at the end of the business hours on 20th August, 2010 as per the list to be furnished by the National Securities Depository Ltd. and the Central Depository Services (India) Ltd. in respect of the Equity Shares held in electronic form;

(ii) as Shareholders in the Register of Members of the Company after giving effect to all valid transfers in physical form lodged with the Company on or before 20th August, 2010.

CREDIT RATING

CRISIL has assigned "BBB/Stable/P3+" rating to bank facilities of the Company. The ratings reflect Companys diversified product profile, improving operating profitability in the boron chemical business and moderate financial risk profile marked by average debt protection measures and adequate financial flexibility, though constrained by a small size of net worth. These rating strengths are partially offset by the commoditised nature of the product with stiff competition from imports.

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 a 100% wholly owned subsidiary of your Company having its office in Germany, is engaged in trading of chemicals. This company has been floated to comply with German Regulations for exporting boron and other speciality chemicals to Europe. This is the first year of its operations.

As required under Section 212 of the Companies Act, 1956, the accounts of Borax Morarji Europe GmbH, for the year ended 31st December, 2009, 100% wholly-owned subsidiary Company, are annexed hereto.

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

Out of deposits maturing during the year, a total amount of Rs. 5,98,000/- remained unclaimed as on 31st March, 2010 of which Rs. 1,60,000/- has since been renewed/repaid. Necessary follow-up is being made with the remaining deposit holders.

DIRECTORS

During the period under report, we lost our beloved Chairman, Mr. R. M. Goculdas on 9th November, 2009. He had a long association with the Company from 1st July, 1979. He was a versatile personality with vision. He was guiding force and an architect of various corporate decisions and policies which enable Company to gain strength. The Board places on record its deep sense of appreciation for the invaluable contribution made by Mr. R. M. Goculdas during his tenure as Chairman of the Company.

The Company also lost Mr. B. C. Shah, Director of the Company on 30th June, 2010. Mr. Shah was veteran Chartered Accountant. He was associated with the Company from 28th January, 2005. He contributed a lot during the deliberations at the Meetings. The Board places on record the valuable services rendered by Mr. B. C. Shah.

In accordance with the provisions of the Companies Act, 1956 and Article 131 of the Articles of Association of the Company Mr. S. K. Diwanji and Mr. B. L. Goculdas retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offer themselves for re-appointment.

The Board of Directors appointed Ms. Mitika L. Goculdas as an Additional Director effective from 2nd December, 2009. The Company has received a notice from Member proposing her nomination for Directorship.

CEO & Manager

The Board of Directors has re-appointed Mr. H. T Kapadia as Chief Executive Officer and Manager with effect from 1st April, 2010 for a period of 1 (one) year subject to the approval of Members in the ensuing Annual General Meeting. Mr. Kapadia has vast experience and he is associated with the Company more than 2 (two) decades.

ISSUE OF RIGHTS SHARES

The Company would now be coming out with Issue of Rights Equity Shares in the ratio of 1 (one) Equity Share of Rs. 10/- at a premium of Rs. 10/- for every 1 (one) existing Equity Share of Rs. 10/- held on a record date together with 1 (one) Detachable Warrant of Rs. 10/- at a premium of Rs. 10/- for every 2 (two) Rights Shares allotted which will entitle the holder of the Detachable Warrant, upon, conversion, 1 (one) Fully Paid-up Equity Share of Rs. 10/-.

Compliances arising out of the demise of Mr. R. M. Goculdas, Chairman, are under process. After complying with all the formalities, the Company would progress further with its proposed Rights Issue.

OBSERVATIONS OF THE AUDITORS IN THEIR REPORT TO THE MEMBERS

With regard to the observations of the Auditors under Sr. Nos. 4(f) in their Report to the Members on the Audited Accounts for the year ended 31st March, 2010, in respect of loss of stock in the Chemical Division due to flood during June, 2002, the Board noted that an amount of Rs. 71.65 Lakhs is receivables from the insurer, the New India Assurance Company Limited. It was further noted that Company has filed a complaint with the State Consumer Redressal Commission (SCRC), Mumbai and the Company has been allowed to withdraw the amount of Rs. 6,92,559/- (deposited with the SCRC by the New India Assurance Co. Ltd., as directed by SCRC) against submission of a bank guarantee. The Company has issued the necessary Bank guarantee and expects to receive the amount soon. SCRC has not yet issued a notice to fix a date for a "Final Hearing" in the matter. The Management is hopeful of a favourable settlement. Hence no provision in this regard is necessary.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, (hereinafter referred to as the "Act") your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

(ii) they 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, 2010 and of the profit of the Company for the year ended 31st March, 2010.

(iii) they had 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 for preventing and detecting fraud and other irregularities;

(iv) they had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. K. S. Aiyar & Co., Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. They have, under Sec. 224(1) of the Companies Act, 1956, furnished Certificate of their eligibility for re-appointment.

COST AUDITOR

To comply with the directive of the Government of India, Department of Company Law Affairs, Cost Audit Branch, New Delhi, the Board of Directors appointed Mr. S. S. Dongare as the Cost Auditor on a remuneration of Rs. 35,000/- for the accounting year ending 3lst March, 2011 for the audit of the cost accounts in respect of Boric Acid.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2010, there was no employee within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies {Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per Sec. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in Annexure to this Report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Corporate Governance under the Listing Agreement with the Stock Exchange for the year 2009-2010. 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 various Government Departments, Financial Institutions, Banks and Employees for their co-operation and assistance during the year.

For and on behalf of the Board of Directors

L. N. Goculdas

Chairman Mumbai, Date: 28th July, 2010.