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Directors Report of Mangalam Organics Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

To,

The Members

The Directors have pleasure in presenting their Thirty Sixth Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March, 2018.

FINANCIAL RESULT: The summarized financial results of the Company for the year ended 31st March, 2018 are presented below:

2017-2018 Rupees in Lacs

2016-2017 Rupees in Lacs

Gross Sales including other Income

24548.41

19737.41

Gross Profit before interest, Depreciation and Taxation

2645.44

1272.72

Interest

256.27

446.34

Depreciation

550.28

529.70

Less Provision for Taxation

700.00

90.00

Less: MAT Credit

0.00

0.00

Provision for deferred taxation

- 306.67

- 279.85

Tax Adjustment

13.23

6.14

Net Profit for the year

1432.33

477.24

Surplus brought forward from previous year

2753.44

2276.20

Balance Available for Appropriation

4185.77

2753.44

Appropriations

a) General Reserve

0.00

0.00

b) Dividend

0.00

0.00

c) Dividend Tax

0.00

0.00

Balance carried forward to Balance Sheet

4185.77

2753.44

The Performance, Plans and Prospects of your Company

Your Company is a chemicals manufacturer and has Terpenes and Synthetic Resins as primary segments. Both segments of your Company have performed well in F.Y. 2017-18. Your Company has achieved Net Sales Turnover of Rs. 244.24 Cr. with a Profit After Tax of Rs. 14.32 Cr. during F.Y. 2017-18. approximately 90% of the revenue has come from Terpene Chemicals.

Terpenes

Your Company manufacturers a range of products under the Terpenes Segment namely Camphor, Dipentene and Sodium Acetate.

Our various efforts to improve yields, reduce time cycles and reduce energy costs have generated positive results as can be seen through our improved profitability ratios. We continue to improve by bench marking against leading firms across the chemical industry, closely analysing our own results, engaging leading consultants, experimenting in our laboratory & pilot plant facilities and most importantly questioning age old procedures and practices. Your Company has successfully registered for REACH to export its products to the European Market and also has been awarded an Indian Pharmacopeia certification as it prepares to apply for GMP certification.

Camphor is our primary product in this segment contributing 80% of Terpene sales. As it is a naturally derived product that completely burns off with no residue, it finds its widest application in religious use in the domestic market, as it imparts a sense of complete purity to the religious devotee. We are pleased with our performance in this market and are confident of continuing growth in the years to come, as we strive hard to grow our capacities and grades offered from the same unit to capture larger market share in the domestic and export markets.

Camphor presents a large retail opportunity which enables the Company to forward integrate and diversify into the FMCG space. Your Company continues to create a foundation for this journey ahead and has applied for registration three brands which it intends to sell through Modern Trade, General Trade and E-Commerce.

"Mangalam" - Camphor tablets for pious purposes

"CamPure" - Home care products based on camphor such as Camphor Cone, Camphor Sticks, Camphor Air Purifier "Cam " - Healthcare products based on camphor such as Pain Relief Spray, Pain Balm, Nasal Inhaler

Dipentene, a by-product in the manufacturing is used as a solvent in the paint industry. Demand for Dipentene grows in line with the demand for paint. Therefore, we see this product as being a contributor to growth for the foreseeable future in India. Dipentene is also gaining interest in the export market as a substitute for "Limonene" (obtained from orange oil). Dependence is a ready substitute in formulations of cleaning and decreasing agents, as Limonene supply shortages get more acute. Your Company is also in the process of providing various grades of this material which the market requires and therefore the customer base and realization will increase.

Sodium Acetate, a by-product manufactured is used as a dye intermediate by textile and dye manufacturers. It has wide range of application in the leather tanning industries and is being exported to Europe.

Going forward, your Company will work to increase its production quantities of camphor and related products, explore opportunities in intermediate products and their derivatives (fragrance and flavor Industry), improve its quality to compete in the international market, and invest further in its retail initiative.

Synthetic Resins

Your Company manufactures three types of synthetic resins, each of these have large domestic and export markets.

Terpene Phenolic Resin - This resin has application as a tackifier in the adhesive, tyre and rubber industries. Your Company is proud to inform you that it has been able to forge a strategic alliance with M/S Les Derives Resiniques & Terpeniques (DRT), France, where in, your Company will take lead to manufacture the products under DRT''s technical guidance and DRT will use its global network to market and distribute the product on a worldwide basis. The initial qualification and approval processes with customers are lengthy - we foresee large volumes, revenue and strong profitability from this in the years to come

Alkyl Phenolic Resin - This resin has application in Neoprene and Chloroprene rubber based adhesives. Your Company is working closely with leading consultants to introduce a range of products to provide one stop solution to distributors and companies

Rosin Esters - This resin has application in pressure sensitive adhesives. Your Company is working with leading consultants to further improve the quality of its products to global standards to unlock export market opportunities.

We are positive on all three resin categories and will continue our efforts to develop volume business in each category supported by healthy margins.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1 (One) per equity share of face value of Rs. 10/- each on the equity share capital of Rs. 8,56,44,400/- and seeks your approval for the same.

TRANSFER TO RESERVE:

Your Company proposes to transfer Rs. Nil to General Reserves out of the amount available for appropriations during the financial year 2017-2018 (as compared to Rs. Nil in the previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and by products, Terpene Chemicals and Synthetics Resins at its units located at Kumbhivali Village, Taluka Khalapur, Khopoli,

District Raigad, Maharashtra MEETINGS

A calendar of meeting is prepared and circulated in advance to the Directors. During the year seven meetings were convened and held, the details of which are given in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee is in existence in accordance with the Provisions of Section 177 of the Companies Act, 2013; kindly refer section on Corporate Governance, under head "Audit Committee" for matters relating to the constitution, meetings and functions of this committee.

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of Subsection 1 of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance under head "Nomination and Remuneration Committee" for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by the Committee

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the Provisions of Section 135 of the Companies Act and Rules made there under, the Board has constituted a CSR Committee under the Chairmanship of Mr. Sharad Saraf. The other members of the Committee are Mr. Kamalkumar Dujodwala and Mrs. Anita Shriya. A CSR Policy has been framed and placed on the Company''s website. Other details of the CSR activities as required under Section 135 of the Act are given in the CSR Report as "Annexure C".

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD :

The Nomination and Remuneration Committee of the Board has formulated a performance evaluation framework under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated. During the year, review of every Director, every Committee and the Board has been carried out.

DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There is change in the composition of Board of Directors of the Company and the Key Managerial Personnel during the year under review. At present there are Six Directors on the Board i.e. Mr. Kamalkumar Dujodwala, Mr. Pannkaj Dujodwala and four Independent Directors i.e. Mr. Rajkumar Jatia, Mr. Sharad Saraf, Mr. S. N. Baheti and Mrs. Anita Shriya the details of which are given in the Corporate Governance. During the year Mr. Rajkumar Saraf resigned w.e.f. 19thJuly, 2017 and Mr. S. N. Baheti has been appointed w.e.f. 14th August, 2017.

The Independent Directors are not liable to retire by rotation and the Managing Director is appointed for a period

of 5 years. Hence, the Company has only one Director on the Board to retire by rotation. In accordance with the provisions of the Companies Act, 2013 Mr. Kamalkumar Dujodwala retires by rotation at the ensuing AGM and being eligible offer himself for re-appointment as Director.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the Provisions of Subsection (7) of Section 149 of the Companies Act, 2013 the Company has received individual declaration from all the independent Directors confirming that they fulfil the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

The Board of Directors met 7 times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time additionally on 13th November, 2017 the independent Directors held seperate meeting in compliance with the requirement of schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT :

In terms of section 134(3) ( c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work state that in all material respects;

a) that in the preparation of the annual financial statements for the year ended March,2018 the applicable accounting standards have been followed;

b) that appropriate accounting policies have been selected, applied consistently and judgments and estimates have been made 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, 2018 and of the profit of the Company for the year ended on that date.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the annual financial statements have been prepared on a going concern basis.

e) that proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

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

PUBLIC DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as "Deposit" in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence the requirement for furnishing the details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

The Company has not given any loans or guarantees or investments covered under the Provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were at 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 the 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 for approval. Prior Omnibus approval of the Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature.

Details of the related party transaction during the year as required under Listing Regulations and Accounting Standards are given in Note 30 (c ) in the financial statements.

BUYBACK OF EQUITY SHARES OF THE COMPANY:

The Board of Directors at its meeting held on February 2, 2018 (the "Board Meeting"), had recommended, subject to the approval of the members of the Company through postal ballot, the proposal to Buy back up to 6,10,000 (Six Lakh Ten Thousand Only) fully paid up Equity Shares of the Company of face value of '' 10/each ("Equity Shares") (representing up to 6.74% of the total number of Equity shares in the Paid-up equity share capital of the Company) at a price of Rs.230/- (Rupees Two Hundred Thirty Only) per Equity share ("Buyback price") payable in cash for an aggregate amount of '' 14,03,00,000/- (Rupees Fourteen Crores and Three Lakhs Only ("Buyback Offer Size"), being equal to 24.32% of the paid up share capital and free reserves of the Company as per the latest audited standalone balance sheet of the Company as on December 31, 2017 from the Equity Shareholders / beneficial owners of the Equity Shares of the Company ("Shareholders") through a "Tender Offer" route in accordance with the provisions of the Companies Act, 2013 ("Companies Act") and, the Companies (Share Capital and Debentures) Rules, 2014 (the "Share Capital Rules"), the Companies (Management and Administration) Rules, 2014 (the "Management Rules") and in compliance with the Buyback Regulations ("Buyback "or "Buyback Offer").

The Company sought approval of its shareholders for the said Buyback by a special resolution through a postal ballot notice dated February 02, 2018. The Shareholders approved the Buyback of the Company''s fully paid-up Equity Shares from the equity shareholders / beneficial owners of the Equity shares, on a proportionate basis, through the tender offer process pursuant to Article 61 of the Articles of Association of the Company and in accordance with provisions of the Companies Act, the Share Capital Rules, the Management Rules and the Buyback Regulations, by way of a special resolution, through the postal ballot ("Postal Ballot"), the results of which were announced on March 16th, 2018 ("Shareholders'' Approval").

The Buyback Offer opened on Monday, April 23, 2018 and closed on Tuesday, May 08, 2018.

DETAILS OF BUYBACK:

4,88,240 (Four Lakh and Eighty Eight Thousand Two Hundred and Forty Only) Equity Shares were bought back under the Buyback at a price of Rs 230/- (Rupees Two Hundred and Thirty Only) per Equity Share.

The total amount utilized in the Buyback is Rs. 11,22,95,200/- (Rupees Eleven Crores Twenty Two Lakh Ninety Five Thousand Two Hundred Only) excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, goods and service tax, stamp duty, etc.

The Registrar to the Buyback M/s. Universal Capital Securities Private Limited ("Registrar"), considered 319 valid bids for 4,88,240 Equity Shares in response to the Buyback, resulting in the subscription of

approximately 0.80 times of the maximum number of shares proposed to be bought back. The details of valid bids considered by the Registrar are as follows:

Sr.

No.

Category of Shareholders

No. of Equity Shares reserved in Buyback

No. of Valid Bids

Total Valid Equity Shares Tendered

% Response

1.

Reserved category for Small Shareholders

1,00,829

260

69,779

69.21

2.

General category of other Shareholders

5,09,171

59

4,18,461

82.18

Total

6,10,000

319

4,88,240

80.04

All valid applications have been considered for the purpose of acceptance in accordance with the Buy-back Regulations and Paragraph 22 of the Letter of Offer. The communication of acceptance / rejection has been dispatched by the Registrar to the Buyback to respective Shareholders on May 17, 2018.

The settlement of all valid bids was completed by the Clearing Corporation on May 16, 2018. The funds have been directly paid out to Eligible Shareholders whose shares have been accepted under the Buyback. If bank account details of any Eligible Shareholders holding Equity Shares in dematerialized form were not available or if the funds transfer instructions were rejected by the Reserve Bank of India or any relevant bank, due to any reason, then the amounts payable to the Eligible Shareholders were transferred to the concerned Selling Members for onward transfer to such Eligible Shareholders holding Equity Shares in dematerialized form.

Demat Equity Shares accepted under the Buyback have been transferred to the Company''s Demat Escrow Account on May 16, 2018. The unaccepted demat Equity Shares have been returned to respective Shareholder Brokers / custodians by the Clearing Corporation on May 16, 2018. The unaccepted physical share certificates, if any, has been dispatched to the registered address of the respective eligible Equity Shareholders on or before May17, 2018.

The extinguishment of 4,88,240 Equity Shares accepted under the Buyback, comprising of (a) 4,84,390 Equity Shares in dematerialized form and (b) 3,850 Equity Shares in physical form was completed.

The shareholding pattern of the Company Pre-Buyback (as on April 04, 2018) the Record Date and Post Buyback is as under:

Particulars

Pre-Buyback

Post Buyback

No. of Equity Shares

% of the existing Equity Share Capital

No. of Equity Shares

% of post buyback Equity Share Capital

Promoters

42,46,211

46.91

42,46,211

49.58

Foreign Investors (including Non Resident Indians, OCBs, FIIs, etc.)

1,52,298

1.68

Indian Financial Institutions (incl. Banks, Mutual Funds, etc.)

--

--

--

--

Other Public Investors (including Individuals, Bodies Corporate, etc.)

46,54,171

51.41

43,18,229

50.42

Total

90,52,680

100.00

85,64,440

100.00

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for directors and employees of the Company. The Whistle Blower Policy covering all employees and Directors is hosted on the Company''s website at www.mangalamorganics.com.

COST AUDITORS

Pursuant to the Provisions of Section 148 of the Companies Act, 2013 read with notifications / circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Director at their meeting held on 6thMay, 2017, appointed M/s. NKJ & Associates (Mr. Naresh Jethwani) Cost Accountants as the Cost Auditors of the Company for FY 2017-2018. The Cost Audit Report for FY 2017-2018 will be filed within the period stipulated under the Companies Act, 2013.

In respect of FY 2018-2019, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. NKJ & Associates (Mr. Naresh Jethwani, Cost Accountant) as the Cost Auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.

STATUTORY AUDITORS APPOINTMENT:

Pursuant to the Provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended M/s. NGST & Associates Chartered Accountants (Firm Registration No. 135159W), the Statutory Auditors of the Company, were appointed as Statutory Auditors of the Company till the conclusion of 39th Annual General Meeting of the Company. The Directors recommended that M/s. NGST & Associates, Chartered Accountants (Firm Registration No. 135159W), be ratified as the Statutory Auditors of the Company at the forth coming Annual General Meeting of the Company to

hold office till the conclusion of the next Annual General Meeting of the Company. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

The observation and comments given in the Auditors report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS :

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control system comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the work place (Prevention, Prohibition and Redressal ) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (Permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints, received regarding sexual harassment.

- No of complaints received : Nil

- No of complaints disposed off : Nil EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013 an extract of the Annual Return as of 31STMarch, 2018 made under the provisions of Section 92(3) of the Act is enclosed as "Annexure B" which forms part of this report.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Section 197 of the Companies Act, 2013 and under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is available for inspection to the members at the registered office of the Company on any working days between 10.00 a.m. to 12.00 noon upto the date of the Annual General Meeting i.e. 29thSeptember, 2018. Information relating to remuneration of Directors under Section 197 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 has been given in the Corporate Governance Report.

SECRETARIAL AUDITORS

As required under Provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Mr. Yogesh Sharma, the Practicing Company Secretary (COP 12366) in Form MR-3 for the FY 2017-2018 forms part of this report as Annexure D". The said report does not contain any adverse observation or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

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

As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of Energy, technology absorption and foreign exchange earnings and outgo are given in Annexure "A" hereto and forms part of this report.

FAMILARISATION PROGRAMME:

The Company''s policy on programme and measures to familiarize Independent Directors about the Company and its business updates, development includes various measures viz., issue of appointment letters containing terms, duties etc., management information reports, presentation and other programs as may be appropriate from time to time. The policy and programme aims to provide insights into the Company to enable Independent Directors to understand the business, functionaries, business model and other matters. The said policy and details in this respect is displayed on the Company''s website.

EMPLOYEES

The relation between the Company and its employees continue to be cordial. There were no employees during the year drawing remuneration more than prescribed ceiling under section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under the Listing Regulations. A report on the Corporate Governance along with the certificate from the statutory auditors is separately given in the annual report.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company is conscious of the importance to environmental friendly and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliance of

environmental regulations and preservation of natural resources. All plants of the Company are fully complied with the laws, regulations and requirements stipulated by the concerned pollution Control Board.

LISTING

The equity shares of the Company are presently listed with The BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. The Company is regular in payment of listing fees.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in Section 134(3) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

ACKNOWLEDGEMENT

The Board of Directors express appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For and on behalf of the Board of Directors

Sd/-

Kamalkumar Dujodwala

Chairman

Place: Mumbai

Date: 19th May, 2018


Mar 31, 2016

To,

The Members

The Directors have pleasure in presenting their 34th Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2016.

FINANCIAL RESULT : The summarized financial results of the company for the year ended 31st March, 2016 are presented below:

2015-2016 Rupees in Lacs

2014-2015 Rupees in Lacs

Gross Sales including other Income

21981.62

26650.73

Add: Excise Duty Refund

0.00

0.00

Gross Profit before interest, Depreciation and Taxation

443.63

1882.69

Interest

644.42

581.12

Depreciation

530.10

616.99

Provision for Taxation

0.00

230.00

Less: MAT Credit

0.00

0.00

Provision for deferred taxation

-303.22

34.47

Tax Adjustment of earlier year

0.00

0.00

Net Profit for the year

-1034.11

420.12

Surplus brought forward from previous year

3310.31

3167.40

Balance Available for Appropriation

2276.20

3310.31

Appropriations

a) General Reserve

-

-

b) Dividend

-

-

c) Dividend Tax

-

-

Balance carried forward to Balance Sheet

2276.20

3310.31

DIVIDEND:

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March, 2016.

TRANSFER TO RESERVE:

Your Company proposes to transfer Rs. NIL to General Reserves out of the amount available for appropriations duringthe financial year 2015-2016 (as compared to Rs. Nil in the previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and by products, Terpene Chemicals and Synthetics Resins at its Units located at Kumbhivali Village, Taluka Khalapur, Khopoli, District Raigad, Maharashtra.

MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors.

During the year Four meetings were convened and held, the details of which are given in the Corporate

The Board has, on the recommendation of the Nomination and Remuneration Committee approved a policy for selection, appointment and remuneration of Directors and Senior Management.

Audit Committee of the Board has been constituted in terms of Section Listing Regulations and Section 177 of the Companies Act, 2013 constitution and other details of the Audit Committee are given Corporate Governance

The Board has carried out the annual evaluation of its own performance and of each of the directors individually, including the independent directors, as well the working of its committees.

DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts that would impact the going Pursuant to the Provisions of Section 204 of the Companies Act, 2013, Yogesh Sharma the Practicing Company Secretary (CP No. 12366) have been appointed to undertake the secretarial audit of the company for the year ended 31.03.2016. The secretarial audit report forms part of this Annexure C.

The said report does not contain any qualification, adverse marks or disclaimer.

Pursuant to Section 148 and applicable provisions of the Companies Act, 2013 and the Companies (Cost Records and Audit Rules 2014, the Company is required to appoint cost auditor for audit of cost records maintained by the Company in respect of the year ending March, 2017. Your Directors have on the recommendation of the Audit Committee appointed Mr. Naresh Jethwani, as the Cost Auditor to audit the cost records for the financial year ending March, 2017. Remuneration payable to the Cost Auditor is subject to the approval by members of the Company. Accordingly resolution seeking member''s approval for the remuneration payable to Mr. Naresh Jethwani is included in the Notice convening the Annual General Meeting along with the relevant details including

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in the Board of Directors of the Company during the year 2015-2016. At present there are six directors on the Board, i.e. Mr. Kamalkumar Dujodwala, Mr. Pannkaj Dujodwala (Managing Director) and four independent Directors i.e. Mr. Rajkumar Saraf, Mr. Rajkumar Jatia, Mr. Sharad Saraf and Mrs. Anita Shriya, the details of which are given in the Corporate Governance Report.

The Independent Director are not liable to retire by rotation and the Managing Director is appointed for a period of 5 years in last AGM. Hence the Company has only One Director on the board to be retired by rotation. In accordance with provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Kamalkumar Dujodwala retires by rotation at the ensuing AGM and being eligible offers himself for

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work state that

a) In the preparation of the annual financial statements for the year ended March, 2016, the applicable

b) Appropriate accounting policies have been selected, applied consistently and judgments and estimates have been made 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 of the profit of the company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions Companies Act, 2013 for safeguarding the assets of the company and for

d) The annual financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were in place and the financial controls were adequate and operating

f) systems to ensure compliance with the provisions of all applicable laws were in place and were adequate

During the year the company has accepted deposits from the Shareholders and others and that the Company has complied with the provisions of Section 73 of the Companies Act, 2013 and the rules made there under.

M/s. R. Kabra & Co, Chartered Accountants (Registration No. 104502W) resigned as statutory auditors of the Company and M/s. NGST & ASSOCIATES (Chartered Accountants) ICAI firm Registration No. 135159W, shall be appointed as the statutory auditors of the Company till the conclusion of 39th Annual General Meeting of the Company subject to the approval of the members at every AGM. Your Directors recommend their appointment as

The observation and comments given in the Auditors report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under Section 134 (3) of the

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT BYTHE COMPANY

The Company has not given any loans or guarantees or investments covered under the Provisions of Section 186

All related party transactions that were entered into during the financial year were at 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 the promoters, directors, key managerial personnel or other designated persons which may have a

All related party transactions are placed before the Audit Committee for approval. Prior Omnibus approval of the Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature.

Details of the related party transaction during the year as required under Listing Regulations and Accounting Standards are given in Note 31 in the financial statement.

ESTABLISHMENTOF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Bowler Policy has been in force. The Policy was approved on 06.01.2015. This policy inter alia provides a direct access to Whistle Bowler to the Chairman of the Audit Committee on his dedicated email-id [email protected]. The Whistle Bowler Policy covering all employees and directors is hosted on the Company''s website atwww.mangalamorganics.com.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process driven framework for internal financial controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013.

For the year ended 31s1 March, 2016 the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the exiting controls and identify gaps, if any and implement new and/or improved controls wherever the effect of such gaps would have a

DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE {PREVENTION. PROHIBITION AND

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (Permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints, received regarding sexual harassment.

In accordance with Section 134(3) (a) and Section 92 of the Act, an extract of the Annual Return as of 31st March,

The Company''s policy on programmes and measures to familiarize Independent Directors about the Company, its business, updates and development includes various measures viz., issue of appointment letters containing terms, duties etc. management information reports, presentation and other programmes as may be appropriate from time to time. The Policy and programme aims to provide insights into the Company to enable Independent Directors to understand the business, functionaries, business model and others matters. The said policy and

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of Energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-1 hereto and forms part of this report.

The relation between the Company and its employees continue to be cordial. There were no employees during the year drawing remuneration more than prescribed ceiling under section 134 of the Companies Act, 2013 read

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the certificate from the statutory auditors is separately given in the annual report.

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and Continued support to the company

For and on behalf of the Board of Directors

Sd/-

Kamalkumar Dujodwala

Chairman

Place: Mumbai

Date: 3rd Sept,2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 33rd Annual Report, together with the Audited Statement of Accounts for the financialyearended3lstMarch, 2015.

FINANCIAL RESULT : The summarized financial results of the company for the year ended 31st March, 2015 are presented below:

2014-2015 2013-2014 Rupees in Rupees in Lacs Lacs

Gross Sales including other Income 26650.73 25384.34

Add: Excise Duty Refund 0.00 0.00

Gross Profit before interest, Depreciation and Taxation 1882.69 1973.38

Interest 581.12 789.94

Depreciation 616.99 467.63

Provision for Taxation 230.00 215.00

Less: MAT Credit 0.00 0,00

Provision for deferred taxation 34.47 22.41

Tax Adjustment of earlier year 0,00 0,00

Net Profit for the year 420.12 478.40

Surplus brought forward from previous year 3167.40 2689.00

Balance Available for Appropriation 3310.31 3167.40

Appropriations

a) General Reserve -

b) Dividend - -

c) Dividend Tax - -

Balance carried forward to Balance Sheet 3310.31 3167.40

DIVIDEND:

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March, 2015.

TRANSFER TO RESERVE:

Your Company proposes to transfer Rs. Nil Lacs to General Reserves out of the amount available for appropriations during the financial year 2014-2015 (as compared to Rs. Nil in the previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and allied products, Terpene Chemicals and Synthetics Resins at its Units located at Kumbhivali Village, Taluka Kahalapur, Khopoli, District Raigad, Maharashtra.

DIRECTORS

Mr. Narendra Goenka, one of the independent Director of the Company has resigned from the directorship of the Company due to his preoccupied schedule.

The Board of Directors in their meeting dated 4th October, 2014 appointed Mrs. Anita Shriya as an Additional Director in the category of Non Executive Independent Director of the Company. Mrs. Anita Shriya will hold office upto the date of the ensuing Annual General meeting of the Company and is eligible for re-appointment. Your Directors recommend her re-appointment as a regular independent Director for a term of Five consecutive years, Details of the proposal for appointment of Mrs. Anita Shriya are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice of the 33rd Annual General Meeting.

At the Annual General Meeting (AGM) of the Company held on 19th September, 2014, the members of the Company have appointed Mr. Rajkumar Saraf, Rajkumar Jatia, Sharad Saraf as independent Directors in terms of the Companies Act, 2013 for a term of 5 years effective from 19th September, 2014.

All Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013and Clause 49 of the Listing Agreements.

In accordance with provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Rajkumar Saraf and Mr. Sharad Saraf retires by rotation at the ensuing AGM and being eligible offers themselves for re-appointment as Director.

MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors.

During the year five meetings were convened and held, the details of which are given in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee approved a policy for selection, appointment and remuneration of Directors and Senior Management Personnel.

AUDIT COMMITTEE

The details of the Audit Committee and it's meeting during the financial year 2014-2015 forms part of the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) of the Companies Act, 2013 your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work state that in all material respects.

a) In the preparation of the annual financial statements for the year ended March, 2015 the applicable accounting standards have been followed.

b) Appropriate accounting policies have been selected, applied consistently and judgement and estimates have been made 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 31st, 2015 and of the profit of the Company for the year ended on that date.

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 financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively.

f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of Section 73 of the Companies Act, 2013 and the rules made there under.

STATUTORY AUDITORS

M/s. R. Kabra & Company, Chartered Accountants (Registration No. 104502W) were appointed as statutory Auditors of the Company at the last Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company. They are eligible to continue as statutory Auditors at the ensuing Annual General Meeting. Your Directors recommend their re-appointment as statutory auditors at the ensuing Annual General Meeting for a period of Three years subject to the approval of shareholders at every Annual General Meeting of the Company.

The observation and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

The Company has not given any loans or guarantees or investments covered under the Provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, the Company had not entered into any material transaction with any of its related parties. Attention of members is drawn to the disclosure of transactions with related parties setout in Note No. 33 of Financial Statements forming part of the Annual Report.

All related party transactions are negotiated on an arms length basis and are intended to further the Company's interest.

RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were at 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 the 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 for approval. Prior Omnibus approval of the Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transaction policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel and other employees

The Board shall have minimum 3 and maximum 12 Directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a Director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of the Listing Agreement, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Clause 49 of the Listing Agreement of Stock Exchange. The Independent Directors are paid only sitting fees. The Managing Director and Chairman are paid the remuneration as approved by the Shareholders but not paid any sitting fees. All persons who are Directos/ KMPs, members of senior management and all other employees shall abide by the Code of Conduct. Directors/ KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience etc. in their respective fields.

ESTABUSHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle blower Policy has a been in force. The Policy was approved on 06.01.2015. This policy interalia provides a direct access to Whistle Blower to the Chairman of the Audit Committee on his dedicated email-id [email protected]. The Whistle Blower Policy covering all employees and directors is hosted on the Company's website at www.mangalamorganics.com

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process driven framework for internal financial controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013

For the year ended 31st March, 2015, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively and no material weaknesses exists. The Company has a process in place to continuously monitor the existing controls and identify gaps if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company's operation.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (Permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints, received regarding sexual harassment.

- No of complaints received : Nil

- No of complaints disposed off : Nil

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as of 31st March, 2015 pursuant to the Sub-Section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is attached separately as Annexure-2.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feedback form forevaluation of the Board and independent Director

2. Independent Directors at a meeting without anyone from the non-independent Directors and Management, considered / evaluated the Board's performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent (without participation of the relevant Director)

THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE COMPANY AND ARE AVAILABLE AT THE FOLLOWING LINK:

The familiarization programme for Independent Directors is hosted on the Company's website at www.mangalamorganics.com

SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013 the Company has appointed Mr. Yogesh Sharma Practicing Company Secretary (COP 12366) as the Secretarial Auditor for financial year 2014-2015whose report of Secretarial Audit is attached separately to this report as Annexure.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of Energy, technology absorption and foreign exchange earnings and outgo are given in Annexure "A" hereto and forms part of this report.

EMPLOYEES

The relation between the Management and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed ceiling under section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance alongwith the certificate from the statutory auditors is separately given in the annual report.

ACKNOWLEDGEMENT

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For and on behalf of the Board of Directors Sd/- Kamalkumar Dujodwala Chairman Place .Mumbai Date: 14.08.2015


Mar 31, 2014

Dear Members

The Directors present the 32nd Annual Report of Mangalam Organics Limited (formerly Dujodwala Products Limited) for the year ended 31st March, 2014.

FINANCIAL RESULTS

2013-2014 2012-2013 Rupees in Lacs Rupees in Lacs

Gross Sales including other Income 25384.34 23136.29

Add: Excise Duty Refund 0.00 0.00

Gross Profit before interest, Depreciation and Taxation 1973.38 1515.44

Interest 789.94 598.39

Depreciation 467.63 430.03

Provision for Taxation 215.00 98.00

Less: MAT Credit 0.00 40.70

Provision for deferred taxation 22.41 73.07

Tax Adjustment of earlier year 0.00 9.08

Net Profit for the year 478.40 347.58

Surplus brought forward from previous year 2689.00 2341.42

Balance Available for Appropriation 3167.40 2689.00

Appropriations

a) General Reserve - -

b) Dividend - -

c) Dividend Tax - -

Balance carried forward to Balance Sheet 3167.40 2689.00

DIVIDEND:

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March, 2014.

TRANSFER TO RESERVE:

Your Company proposes to transfer Rs. Nil Lacs to General Reserves out of the amount available for appropriations during the financial year 2013-2014 (as compared to Rs. Nil in the previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW:

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and by products, Terpene Chemicals and Synthetics Resins at its Units located at Kumbhivali village, Taluka Khalapur, Khopoli, Dist: Raigad, Maharashtra.

REVIEW OF OPERATIONS:

During the year under review, the Company has achieved sales and other income of Rs.25384.34 Lacs as compared to (Rs. 23136.29 Lacs) during the previous year and the net profit has been increased to Rs. 478.40 Lacs as against (Rs. 347.58 Lacs) during the previous year mainly on account of better performance of the Company.

The Company has adequate production facilities with sole objective of providing quality products at reasonable price as well as satisfying the interest of all customers of the Company.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS

a) Shri Narendra Goenka, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer himself for re-appointment.

b) Shri Kamal Kumar Dujodwala, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer himself for re-appointment.

HUMAN RESOURCES / INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial at all the sections of manufacturing unit of the Company. The Directors acknowledge the support and co-operation from employees at all levels.

CORPORATE GOVERNANCE:

Your Company stand committed for better Corporate Governance, for accountability, transparency and disclosures. Independent supervision is kept to protect the interest of valued stake holders. The Company is committed for transparency in all dealings with the shareholders, employees, suppliers, Government, other parties and places, its high emphasis on business ethics. Your Company''s basic philosophy of Corporate Governance is to achieve business excellence and enlarged long-term shareholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance as stipulated under clause 49 of existing listing agreement. A report on Corporate Governance in pursuant to the provisions of Clause 49 of the Listing Agreement supported by a certificate given by the statutory auditors of the Company confirming compliance of conditions, which forms part of this Annual Report.

FIXED DEPOSITS:

The Company has not accepted and or renewed any fixed deposits, during the year under review.

CHANGE OF NAME:

During the year, the Company applied for change of name of the Company from "Dujodwala Products Limited" to "Mangalam Organics Limited". The Company complied with all the requirements of the Companies Act and finally received a fresh certificate of incorporation for the change of its name on 9th October, 2013. Currently the Company is known as "Mangalam Organics Limited." The Company has given necessary information regarding change of name to Bombay Stock Exchange, where the shares of the Company are listed and also intimated to NSDL and CDSL respectively.

AUDITORS:

The Company''s Auditors M/s. R Kabra & Company (Chartered Accountants) retires at the ensuing Annual General Meeting and are eligible for reappointment. M/s. R. Kabra & Company (Chartered Accountants) confirmed that their re-appointment, if made, shall be within the limits specified under section 141 of the Companies Act, 2013. The Audit Committee and the Board of Directors of the Company propose the re-appointment of M/s. R. Kabra & Company (Chartered Accountants) as statutory auditors of the Company and to hold office from the conclusion of this AGM till the conclusion of the next AGM and that the Board of Directors be and are hereby authorised to fix such remuneration as may be recommended by the Audit Committee in consultation with the Auditor.

COST AUDITOR AND COST AUDIT REPORT:

The Board of Directors has appointed Mr. Naresh Kumar Jethwani, Cost Accountant (Membership No. 18869) for the financial year 2013-2014. The Audit Committee recommended the appointment. Mr. Naresh Kumar Jethwani have confirmed that his appointment, if made, shall be within the limits specified under Section 141 of the Companies Act, 2013. The Cost Audit Report for the financial year 2012-2013 was due on 30th September, 2013. The Company filed the Cost Audit Report on 27th September, 2013.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee in pursuant to the provision of Section 292A of the Companies Act, 1956 in line with the provisions of the Listing Agreement of the Stock Exchange. The Audit Committee of the Company presently comprises of the following members namely (1) Shri Sharad Saraf (2) Shri Rajkumar Saraf (3) Shri Kamalkumar Dujodwala.

AUDITOR''S REPORT:

The notes on the Accounts referred to the Auditor''s Report are self explanatory and therefore do not require any further comments.

FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has earned Rs. 2341.43 Lacs on account of Exports made on FOB basis during the year under review as against (Rs. 2190.72 Lacs) in the previous year. The Company has spent Rs. 14087.51 Lacs as against (Rs. 7216.74 Lacs) during the previous year on import of raw materials on CIF basis and Rs. 18.87 Lacs against (Rs. Nil Lacs) during the previous year towards traveling expenses during the year under review. The Company has also spent Rs. 1054.84 Lacs, previous year (Rs. 609.15 Lacs) for purchase of Traded Goods.

CONSERVATION OF ENERGY:

The particulars as prescribed under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Form-A annexure-l forming part of this report.

PARTICULARS OF EMPLOYEES

There is no employee drawing the requisite remuneration, in terms of Section 217(2A) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT

In pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the directors hereby confirm that:-

(I) that in the preparation of the accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

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

(iii) that the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. The directors have confirmed that there are adequate control & systems for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the financial year ended on 31st March, 2014 on a "going concern" basis.

ACKNOWLEDGEMENTS:

Your Directors wish to thank the Government Authorities, Financial Institutions, Shareholders and Bankers for their continued support. They wish to place on record their appreciation for the dedicated services of the employees at all levels.

For and on behalf of the Board of Directors

Sd- Kamalkumar Dujodwala Place: Mumbai Chairman Date: 04.07.2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 31st Annual Report of Dujodwala Products Limited for the year ended 31st March, 2013. The summarised Financial Results are given below:

FINANCIAL RESULTS

2012-2013 2011-2012 Rupees in Lacs Rupees in Lacs

Gross Sales including other Income 23136.29 23961.66

Add: Excise Duty Refund 47.98

Gross Profit before interest, Depreciation and Taxation 1486.42 1370.44

Interest 569.37 664.80

Depreciation 430.03 380.97

Provision for Taxation 98.00 62.00

Less: MAT Credit 40.70 60.06

Provision for deferred taxation 73.07 -12.61

Tax Adjustment of earlier year 9.08 0.45

Net Profit for the year 347.58 334.90

Surplus brought forward from previous year 2341.42 2106.52

Balance Available for Appropriation 2689.00 2441.42

Appropriations

a) General Reserve 100.00

b) Dividend

c) Dividend Tax

Balance carried forward to Balance Sheet 2689.00 2341.42

DIVIDEND:

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March,2013.

TRANSFERTO RESERVE:

Your Company proposes to transfer Rs. Nil lacs to General Reserves out of the amount available for appropriations during the financial year 2012-2013 (as compared to Rs.l00 lacs in the previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW:

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and by products, Terpene Chemicals and Synthetic Resins at its Unit located at Kumbhivali, Taluka Khalapur, Khopoli, Dist. Raigad, Maharashtra.

REVIEWOFOPERATIONS:

During the year under review, the Company has achieved sales and other income of Rs. 23136.29 Lacs as compared to (Rs. 23961.66 Lacs) during the previous year & the net profit has been increased to Rs. 347.58 Lacs as against (Rs. 334.90 Lacs) during the previousyear mainly on account of better performance of the Company.

The Company has adequate production facilities with sole objective of providing quality products at reasonable priceaswellassatisfyingthe interest of all customers of the Company.

INTERNALCONTROLSYSTEMS AND ITS ADEQUACY:

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS:

a) Shri.Rajkumar Jatia,Director of the Companyretires by rotationat the ensuring AnnualGeneralMeetingand being eligibleofferthemselvesforre-appointment.

b) Shri. Rajkumar Saraf, Director of the Company retires by rotation at the ensuring Annual General Meeting andbeingeligibleofferthemselvesforre-appointment.

HUMAN RESOURCES / INDUSTRIAL RELATIONS :

Industrial relations continued to remain cordial at all the manufacturing units of the Company. The Directors acknowledge the support and co-operation from employees at all levels.

CORPORATE GOVERNANCE:

Your Company stand committed for better Corporate Governance, for accountability, transparency and disclosures. Independent supervision is kept to protect the interest of valued stake holders. The Company is committed for transparency in all dealings with the shareholders, employees, suppliers, Government, other parties and places, its high emphasis on business ethics. Your Company''s basic philosophy of Corporate Governance is to achieve business excellence and enlarged long-term shareholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance as stipulated under clause 49 of existing listing agreement. A report on Corporate Governance in pursuant to the provisions of Clause 49 of the Listing Agreement supported by a certificate given by the statutory auditors of the Company confirmingcomplianceofconditions,whichformpartofthisAnnual Report.

FIXED DEPOSITS:

The Company has not accepted and or renewed any fixed deposits, which comes under the purview of Section

58Aofthe Companies Act, 1956.

LISTING:

The Company''s total issued, subscribed and paid up share capital is Rs. 90526800/- divided into 9052680 Equity Shares of Rs. 10/- each. Out of the said equity shares 9037480 are listed on the Bombay Stock Exchange and 15200 are calls-in-arrears. Out of the listed equity shares, 431080 equity shares are listed with the Bombay Stock Exchange on 7th December, 2012.

AUDITORS:

M/s. Sundarlal Desai and Kanodia, Chartered Accountants, is the statutory auditors of the Company. The Board has recommended a change in the statutory auditors and proposed that M/s. R. Kabra & Co., Chartered Accountants, be appointed as statutory auditors of the Company for the financial year 2013-2014. The Board places on record its appreciation for the services rendered by M/s. Sundarlal Desai and Kanodia, Chartered Accountants.

AUDITCOMMITTEE:

The Board has constituted its Audit Committee in pursuantto the provision of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement of the Stock Exchange. The Audit Committee of the Company presently comprises of the following members namely Shri Sharad Saraf, Shri Rajkumar Saraf and Shri KamalkumarDujodwala.

AUDITOR''S REPORT:

The notes on the Accounts referred to the Auditor''s Report are self explanatory and therefore do not require any furthercomments.

FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has earned Rs.2190.72 lacs on account of Exports made on FOB basis during the year under review as against (Rs.1299.21 Lacs) in the previous year. The Company has spent Rs. 7216.74 Lacs as against (Rs.9557.86 the previous year towards traveling expenses during the year under review. The Company has also spent Rs. 609.15 Lacs,previousyear(Rs.886.26Lacs)forpurchaseoftradedgoods.

CONSERVATION OF ENERGY:

Information as per Section 217(1) (e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 aregiven in Form-A (Annexure-1), forming part of this report.

PARTICULARS OF EMPLOYEES:

There is no employee drawing the requisite remuneration, in terms of Section 217(2A) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT

Inpursuant to the requirementundersection217(2AA) of the Companies(Amendment) Act, 2000 with respect to Director''s Responsibility Statement it is hereby confirmed that:

(i) that in the preparation of the accounts for the financial period ended 31st March, 2013, the applicable accounting standards have been followed with proper explanation and there are no material departures;

(ii) that the Directors have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company forthe period under review;

(iii) that the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. The Directors have confirmed that there are adequate control & systems for safeguarding the assets of the Companyandforpreventinganddetectingfraudandotherirregularities;

(iv) that the Directors have prepared the accounts for the financial period ended 31st March, 2013 on a "going concern" basis.

ACKNOWLEDGEMENTS:

Your Directors wish to thank the Government Authorities, Financial Institutions, Shareholders and Bankers for their continued support. They wish to place on record their appreciation for the dedicated service of the employeesatall levels.

For and on behalf of the Board of Directors

Sd/-

Kamal kumar Dujodwala

Chairman

Place :Mumbai

Date :25th July, 2013.


Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report of Dujodwala Products Limited for the year ended 31st March, 2012. The summarised Financial Results are given below:

FINANCIAL RESULTS:

2011-2012 2010-2011 Rupees in Lacs Rupees in Lacs

Gross Sales including other Income 23961.66 20875.08

Add: Excise Duty Refund 47.98 -

Gross Profit before interest, Depreciation and Taxation 1370.44 2289.39

Interest 664.80 428.81

Depreciation 380.97 355.21

Less: Provision for Taxation 62.00 480.00

Less: MAT Credit 60.06 —

Provision for deferred taxation -12.61 62.63

Tax Adjustment of earlier Year 0.45 —

Net Profit for the year 334.90 964.73

Surplus brought forward from previous year 2106.52 1447.17

Balance Available for Appropriation 2441.42 2441.91

Appropriations

a) General Reserve 100.00 200.00

b) Dividend - 90.37

c) Dividend Tax - 15.01 Balance carried forward to Balance Sheet 2341.42 2106.52

DIVIDEND:

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March, 2012.

TRANSFERTO RESERVE:

Your Company proposes to transfer Rs. 100 Lacs to General Reserves out of the amount available for appropriations during the financial year 2011-2012 (as compared to Rs. 200 Lacs in previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW:

The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and by products, Terpenes Chemicals and Synthetic Resins at its Unit located at Kumbhivali, Taluka Khalapur, Khopoli, Dist. Raigad, Maharashtra.

REVIEW OF OPERATIONS:

During the year under review, the Company has achieved sales and other income of Rs. 23961.66 Lacs as

compared to Rs. 20875.08 Lacs during the previous year resulting the escalation of 14%. Whereas the net profit has dropped to Rs. 334.90 as against Rs. 964.73 Lacs during the pervious year.

The Company has adequate production facilities with sole objective of providing quality products at reasonable price as well as satisfying the interest of all Customers of the Company.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS:

a) Shri Narendra Goenka, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers themselves for re-appointment.

b) Shri Kamalkumar Dujodwala, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers themselves for re-appointment.

HUMAN RESOURCES / INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial at the manufacturing unit of the Company. The Directors acknowledge the support and co-operation from employees at all levels.

CORPORATE GOVERNANCE:

Your Company stand committed for better corporate governance, for accountability, transparency & disclosures. Independent supervision are kept to protect the interest of valued stake holders. The Company is committed for transparency in all dealings with the shareholders, employees, suppliers, Government, other parties and places its high emphasis on business ethics. Your Company's basic philosophy of Corporate Governance is to achieve business excellence and enlarged long-term shareholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance as stipulated under clause 49 of existing listing agreement. A report on Corporate Governance in pursuant to the provisions of Clause 49 of Listing Agreement supported by a certificate given by the statutory auditors of the Company confirming compliance of conditions, which forms part of this Annual Report.

FIXED DEPOSITS:

The Company has not accepted and or renewed any fixed deposits, which come under the purview of Section 58A of the Companies Act, 1956.

LISTING:

The Company's total issued, subscribed and paid up share capital is Rs. 90526800/- divided into 9052680 Equity Shares of Rs. 10/- each. Out of the said equity share 8606400 are listed on the Bombay Stock Exchange, 15200 are calls-in-arrears and 431080 are pending for listing with Bombay Stock Exchange for which the Company is following it up with Bombay Stock Exchange.

AUDITORS:

The Company's Auditors M/s. Sundarlal, Desai and Kanodia, Chartered Accountants, Mumbai retires at the ensuing Annual General Meeting and are eligible to offers themselves for re-appointment. Your Directors recommends their appointment for the ensuing year.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee in pursuant to the provision of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement of the Stock Exchange. The Audit Committee of the Company presently comprises of the following members namely Shri Sharad Saraf, Shri Rajkumar Saraf and Shri Kamalkumar Dujodwala.

AUDITOR'S REPORT:

The notes on the Accounts referred to the Auditor's Report are self explanatory and therefore do not require any further comments.

FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has earned Rs. 1299.21 Lacs on account of Exports made on FOB basis during the year under review as against Rs.2037.79 Lacs in the previous year. The Company has spent Rs. 9557.86 Lacs as against Rs.12081.61 Lacs during the previous year on import of raw materials on CIF basis and Rs.39.98 Lacs against Rs. 31.63 Lacs during the previous year towards traveling expenses during the year under review. The Company has also spent Rs. 886.26 Lacs, (previous year Rs. 536.81 Lacs) for purchase of imported traded goods.

CONSERVATION OF ENERGY:

Information as per Section 217(1) (e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988aregiven in Form-A annexure-I forming part of this report

PARTICULARS OF EMPLOYEES:

There is no employee drawing the requisite remuneration, in terms of Section 217(2A) of the Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Director's Responsibility Statement it is hereby confirmed;

(i) that in the preparation of the accounts for the financial period ended 31st March, 2012, the applicable accounting standards have been followed with proper explanation and there are no material departures.

(ii) that the Directors have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company for the period under review.

(iii) that the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. The directors have confirmed that there are adequate control & systems for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial period ended 31st March, 2012 on a "going concern" basis.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation to all employees of the company for their performance and continued support. The Directors also thanks to all the workers, staff, shareholders, vendors, bankers, consultants, customers and governmental & statutory authorities for their sustained support.

For and on behalf of the Board of Directors Sd/-

Kamalkumar Dujodwala

Place : Mumbai . Chairman

Date : 11th August, 2012


Mar 31, 2011

The Members,

The Directors are pleased to present the 29th Annual Report on the business operations and financials results of the Company for the Financial Year ended on 31st March 2011.

FINANCIAL RESULTS:

The Company's performance for the Financial Year 2010-11 vis-a-vis 2009-10 is summarized as under:

2010-2011 2009-2010 Rs. in Lacs Rs. in Lacs

Gross Sales including other Income 20875.08 15684.25

Add: Excise Duty Refund - 0.56

Gross Profit before interest, Depreciation and Taxation 2204.15 1466.69

Interest 341.57 63.27

Depreciation 355.21 298.17

Less : Provision for Taxation 480.00 360.00

Add: Excess provision of I.T. for earlier period - 1.20

Provision for deferred taxation 62.63 25.35

Net Profit for the year 964.73 721.11

Add : Surplus brought forward from previous year 1447.17 881.42

Balance available for Appropriation 2441.91 1602.53

Appropriations :-

a) General Reserve 200.00 55.00

b) Dividend 90.37 86.06

c) Dividend Tax 15.01 14.29

Balance carried forward to Balance Sheet 2106.52 1447.17

DIVIDEND:

The Directors recommend that the final dividend of 10% per equity share to be appropriated from the profit for the year 2010-11 subject to approval by the members at the Annual General Meeting.

TRANSFER TO RESERVE:

Your Company proposes to transfer Rs. 200 Lacs to General Reserves out of the amount available for appropriations during the financial year 2010-2011 (as compared to Rs. 55 Lacs in previous financial year).

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW:

The Company is engaged in manufacturing and selling activities of Camphor, Sodium Acetate, Terpene Chemicals and Synthetics Resins at its Units located at Kumbhivali, Savroli Kharpada Road, Taluka Khalapur, Khopoli-410 203, District Raigad, Maharashtra.

REVIEW OF OPERATIONS:

During the year under review, the Company has achieved sales and other income of Rs. 20875.08 Lacs as compared to Rs. 15684.25 Lacs during the previous year resulting the escalation of 33%. Whereas the net profit has been increased to Rs. 964.73 as against Rs. 721.11 Lacs during the pervious year mainly on account of better performance of the company.

The Company has adequate production facilities with sole objective of providing quality products at reasonable price as well as satisfying the interest of all Customers of the Company.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS:

a) Shri Rajkumar Saraf, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

b) Shri Rajkumar Jatia, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

c) Shri Sharad Saraf, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

HUMAN RESOURCES / INDUSTRIAL RELATIONS:

To maintain healthy and reinforced Human Resource and Industrial Relations, your Company makes consistent efforts with appreciation for the strong contribution as made by the employees through their motivated performance enabling your Company to achieve the main objectives of its set-up.

The information as per section 217(2A) of the Companies Act, 1956 ('the Act'), read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions 219 (1) (b) (IV) of the Act, the Report and Accounts are being sent to the Shareholders of the Company.

CORPORATE GOVERNANCE:

Your Company stand committed for better corporate governance, for accountability, transparency & disclosures. Independent supervision are kept to protect the interest of valued stake holders. The Company is committed for transparency in all dealings with the shareholders, employees, suppliers, Government, other parties and places its high emphasis on business ethics. Your Company's basic philosophy of Corporate Governance is to achieve business excellence and enlarged long-term shareholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance as stipulated under clause 49 of existing listing agreement. A report on Corporate Governance in pursuant to the provisions of Clause 49 of Listing Agreement supported by a certificate given by the statutory auditors of the Company confirming compliance of conditions, which forms part of this Annual Report.

FIXED DEPOSITS:

The Company has not accepted and or renewed any fixed deposits, which come under the purview of Section 58A of the Companies Act, 1956.

LISTING:

The Company's total issued, subscribed and paid up share capital is Rs. 90526800/- divided into 9052680 Equity Shares of Rs. 10/- each. Out of the said equity share 8606400 are listed on the Bombay Stock Exchange, 15200 are calls-in-arrears and 431080 are pending for listing with Bombay Stock Exchange for which the Company is following it up with Bombay Stock Exchange.

AUDITORS:

M/s. Sundarlal, Desai and Kanodia (Chartered Accountants) Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. M/s. Sundarlal, Desai and Kanodia (Chartered Accountants) have furnished their eligibility certificate under Section 224(1B) of Companies Act, 1956 for re-appointment. As recommended by the Audit Committee your Directors proposes that they may be re-appointed as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee in pursuant to the provision of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement of the Stock Exchange. The Audit Committee of the Company presently comprises of the following members namely Shri Sharad Saraf, Shri Rajkumar Saraf and Shri Kamalkumar Dujodwala.

AUDITOR'S REPORT:

The notes on the Accounts referred to the Auditor's Report are self explanatory and therefore do not require any further comments.

FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has earned Rs. 2037.79 on account of Exports made on FOB basis during the year under review as against Rs. 820.15 Lacs in the previous year. The Company has spent Rs. 12081.61 Lacs as against Rs.6774.13 Lacs during the previous year on import of raw materials on CIF basis and Rs. 31.63 Lacs against Rs. 13.49 Lacs during the previous year towards traveling expenses during the year under review. The Company has also spent Rs. 536.81 Lacs (previous year Rs. 276.55 Lacs) for purchase of Traded Goods.

CONSERVATION OF ENERGY:

Information as per Section 217(1) (e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Form-A annexure-l forming part of this report

PARTICULARS OF EMPLOYEES:

Details of remuneration paid to employees as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 is not required to be given as no employee have drawn the salary as stated in Section 217 (2A) of the Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuant to the requirements under section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Director's Responsibility Statement it is hereby confirmed:

(i) that in the preparation of the accounts for the financial period ended 31st March, 2011, the applicable accounting standards have been followed with proper explanation and there are no material departures;

(ii) that the Directors have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company forthe period under review;

(iii) that the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. The directors have confirmed that there are adequate control & systems for safeguarding the interest of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial period ended 31st March, 2011 on a "going concern" basis.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation to all employees of the company for their performance and continued support. The Directors also thanks to all the workers, staff, shareholders, vendors, bankers, consultants, customers and governmental & statutory authorities for their sustained support.

For and on behalf of the Board of Directors

Sd/-

Kamalkumar Dujodwala

Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 28th Annual Report of Dujodwala Products for the year ended 31st Mach,2010.

FINANCIAL RESULTS:

2009-2010 2008-2009 Rs. in Lacs Rs. in Lacs

Gross Sales including other Income 15684.25 12,447.40

Add: Excise Duty Refund 0.56 21.98

Gross Profit before Interest, Depreciation and Taxation 1466.69 665.03

Interest 63.27 294.10

Depreciation 298.17 270.68

Less: Provision for Taxation 360.00 11.50

Less: Provision for FBT 0.00 3.65

Add: Excess Provision of I.T. for earlier 1.20 0.00

period Provision for deferred taxation 25.35 29.63

Net Profit for the year 721.11 55.47

Add: Surplus brought forward from 881.42 880.95

previous year

Balance available for Appropriation 1602.53 936.42

Appropriations:-

a) General Reserve 55.00 55.00

b) Dividend 86.06 0.00

c) Dividend Tax 14.29 0.00

Balance carried forward to Balance Sheet 1447.17 881.42

DIVIDEND:

The Directors recommend that the final dividend of 10% per equity share to be appropriated from the profits for the year 2009-2010 subject to approval by the members at the Annual General Meeting.

TRANSFER TO RESERVES

The company proposes to transfer Rs.55 Lacs to General Reserve out of the amount available for appropriation.

MANAGEMENT DISCUSSION AND ANALYSIS: OVERVIEW

The Company is engaged in the manufacturing and selling of Camphor, Sodium Acetate, Terpenes Chemicals and Synthetics Resins at its Unit located at Kumbhivali, Savroli Kharpada Road, Tal: Khalapur, Khopoli-410203, Dist. Raigad, Maharashtra.

Discussion on Financial Performance with respect to Operational Performance During the year under review, the Company has achieved sales and other income of Rs. 15684.25 Lacs as against Rs. 12447.40 lacs during the previous year resulting in increase of 26%. Whereas the net profit has increased at Rs. 721.11 lacs as against Rs. 55.47 lacs during the previous year mainly on account of better performance of the company and less outgo of interest.

Internal Control Systems and its Adequacy

The Company has put in place necessary internal control systems commensurate with its operations. Periodical checks are conducted and necessary remedial measures are adopted.

DIRECTORS:

a) Shri R. K. Shriya Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

b) Shri Narendra Goenka Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

c) Shri Anil Pavse who was appointed as a Director on 28th November, 2009, has resigned from the directorship on 25lh May, 2010.

HUMAN RESOURCES/ INDUSTRIAL RELATIONS

Your Directors wish to place on record their appreciation for the strong contribution made by employees who have through their consistent and highly motivated performance enabled your Company to achieve these results.

The information as per section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the . said statement, may write to the Secretarial Officer at the administrative office of the Company.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.

PREFERENTIAL ISSUE OF WARRANTS:

To augment long term resources of the Company for meeting fund requirements of the existing and new businesses etc., the Company has, in accordance with the Statutory provisions including Securities and Exchange Board of India (Disclosure and investor Protection) Guidelines, 2000 and with the approval of members, issued and allotted in February, 2010, 19,42,857 Warrants convertible into Equity shares on preferential basis to the promoters group at a price of Rs.18.59/- per warrant. In terms of the said Guidelines, these entities have paid 25% of the warrant price on subscription to the warrants and the balance issue price is payable upon exercise of the right to apply for the Equity Shares within a period of 18 months from the date of issue of the warrants. The warrants/ shares issued/to be issued under the preferential offer are subject to lock-in period as prescribed under SEBI guidelines.

FIXED DEPOSITS:

The Company has not accepted and / or renewed any Fixed Deposit with in the meaning of the provision of Section 58-A of the Companies Act, 1956 and the Rules made there under.

AUDITORS:

The Companys Auditors M/s. Sundarlal Desai and Kanodia, Chartered Accountants, hold office up to the conclusion of the forthcoming Annual General Meeting and being eligible are recommended for reappointment by the Audit Committee of the Board of Directors. They have furnished the requisite certificate to the effect that their reappointment, if effected will be in accordance with Section 224(1 B) of the Companies Act, 1956.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement(s) of the Stock Exchange(s). The Audit Committee of the Company presently comprises of the following members namely Shri S. C. Sen, Shri R. K. Shriya and Shri Kamal Dujodwala are the Members of the said Committee.

AUDITORS REPORT:

The notes on the Accounts referred to the Auditors Report are self explanatory and therefore, do not require any further comments.

FOREIGN EXCHANGE EARNING AND OUTGO

The Company has earned Rs.820.15 lacs on account of Export made on FOB basis during year under review as against Rs. 728.73 Lacs in the previous year. The Company has spent 6774.13 lacs on against Rs. 3520.47 lacs during the previous year on import of raw materials on CIF basis and Rs. 13.49 lacs against Rs.2.20 during the previous year towards travelling expenses during the year under review.

CONSERVATION OF ENERGY:

Information as per section 217(l)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Form-A annexure-l forming part of this report.

PARTICUIARS OF EMPLOYEES:

Details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 is not required to be given as no employee has drawn the salary as stated in Section 217 (2A) of the Companies Act,1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial period ended 31st March, 2010, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial period ended 31st March, 2010, on a "going concern" basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the services rendered by its suppliers, distributors, wholesalers, retailers, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in producing such healthy growth in the Companys business.

CONCLUSION:

The Directors wish to take this opportunity to thank all to The Saraswat Co-op Bank Ltd., The Jammu & Kashmir Bank Ltd., IDBI Ltd., Insurance Companies, Central Government and State Government Officials and all employees of the Company for the continued support and services rendered.

For and on behalf of the Board of Directors

KAMAL DUJODWALA

CHAIRMAN

Place : Mumbai Dated :31st July, 2010 ,

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