Directors Report of Indo Borax & Chemicals Ltd.

Mar 31, 2018

To The Members of Indo Borax & Chemicals Ltd,

The Directors have pleasure in presenting 37th Annual Report and the Audited Statement of Accounts for the year ended on 31st March, 2018.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2018 is summarized below:

(Rs. in lacs)

Particulars	Standalone		Consolidated
	31-3-2018	31-3-2017	31-3-2018	31-3-2017
Sales	9858.09	7486.90	10263.09	7486.90
''Less: Excise Duty	174.40	825.98	174.40	825.98
Net Sales	9683.69	6660.92	10088.69	6660.92
Other Income	339.02	303.99	353.57	298.69
Profit before Depreciation & Taxation	2143.36	1333.62	2182.02	1300.54
Less : Depreciation	133.18	146.62	142.90	147.00
Provision for Taxation	658.00	293.50	658.76	293.57
Deferred Tax	39.48	61.20	39.99	61.24
Profit after Depreciation & Taxation	1312.70	832.30	1340.37	798.73
Other Comprehensive Income for the year	(287.12)	9.78	(287.12)	9.78
Total Comprehensive Income for the year	1025.58	842.08	1053.25	808.51
Balance brought forward from previous year	7993.18	7289.04	8074.42	7403.85
Profit available for appropriation	9018.76	8131.12	9127.67	8212.36
Less : Appropriations Dividend	48.13	48.14	48.13	48.14
Tax on Dividend	9.79	9.80	9.79	9.80
Transfer to General Reserve	100.00	80.00	100.00	80.00
Balance carried to Balance Sheet	8860.84	7993.18	8969.75	8074.42

DIVIDEND

Your Directors are pleased to recommend final dividend of Rs. 1.50 (One Rupee & Fifty Paise) per equity share of Rs. 10/- each on 32,09,000 Equity Shares, if approved by the members, would involve a cash outflow of Rs. 57.94 Lacs including dividend tax.

TRANSFER TO RESERVES

During the year your company has transferred Rs. 100.00 Lakhs to General Reserve out of the amount available for appropriation and an amount of Rs. 8860.84 Lakhs is proposed to be retained in the profit and loss account.

COMPANY’S PERFORMANCE

On standalone basis, sales for the financial year 2017-18 stood at Rs. 9683.69 lacs, which was higher by 45.38% over last year (Rs. 6660.92 lacs in 2016-17). Earnings before tax and depreciation was Rs. 2143.36 lacs, which was higher by 60.72% over EBTD of Rs. 1333.62 Lacs in 2016-17. The profit after tax for the year was Rs. 1312.70, which was higher by 57.72% over the PAT of Rs. 832.30 lacs in 2016-17.

On consolidated basis, sales for the financial year 2017-18 stood at Rs. 10088.69 lakhs which was higher by 51.46% over last year (Rs. 6660.92 lacs in 2016-17). Earnings before tax and depreciation was Rs. 2182.02 lacs, which was higher by 67.78% over EBTD of Rs. 1300.54 Lacs in 2016-17. The profit after tax for the year was Rs. 1340.37 lacs, which was higher by 67.81 over the PAT of Rs. 798.73 lacs in 2016-17. The production of boron products increased by 31.30% as compare to 10.39% increase in previous year.

SUBSIDIARY COMPANY

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

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

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company and its subsidiary which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Consolidated Financial Statements for the year ended 31st March, 2018 along with report of the auditors thereon are attached herewith.

INTERNAL FINANCIAL CONTROL

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

NUMBER OF MEETING OF THE BOARD

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

COMMITTEES OF THE BOARD

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

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

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

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

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

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

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the Act, Mr. Arun Sureka, Mr. N.K. Mittal and Mr. Govind Parmar, are independent directors of the company. Company has received declaration from all the Independent Directors of the company confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to provisions of section 203 of the Act, the key managerial personnel of the company are Mr. S. K. Jain, Chairman and Managing Director, Mr. Sajal Jain, Chief Executive and Chief Financial Officer and Mr. Pravin Chavan, Company Secretary.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

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

In separate meeting of independent Directors, performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

CORPORATE SOCIAL RESPONSIBILITY

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

WHISTLE BLOWER POLICY

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

PARTICUALRS OF EMPLOYEES

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

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:

Name of the Directors	Ratio of median remuneration	% increase in remuneration in the financial year
Mr. Sushil Kumar Jain, Managing Director	42.01	45.73
Mr. Sajal Jain, Chief Executive & Chief Financial Officer	42.01	45.73
Mr. Pravin Chavan, Company Secretary	-	6.84

Company has not paid any remuneration to non-executive directors except sitting fees.

b) The percentage increase in the median remuneration of the employees in the financial year: 1.80%

c) The number of permanent employees on the rolls of the company : 95

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

The average annual increase was around 6%. However during the year, the total increase in employee benefits is approximately 20%.

During the year under review there was no such increment in the managerial salary, the commission which is based on % of profit have been increased, which is directly linked with the performance of the company. Increase in the managerial remuneration for the year was 45.73%.

e) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the company.

f) The statement containing names of top ten employees in terms of remuneration drawn and particulars of employees as required under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014 is provided in annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In term of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of the Directors Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on the transactions with related parties pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in AOC-2 in Annexure II and same forms part of this report.

DELISTING OF SECURITIES

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

i) Energy Conservation Measures taken

ii) Utilization of alternate source of energy

iii) Capital Investment on energy conservation equipment.

The Company continues to lay special emphasis on conservation of energy and have taken measures like regular monitoring of consumption, reduction of transmission losses and up to date maintenance of systems.

B. Technology Absorption

1. Research & Development

The Company has no specific Research & Development Department. However in house quality control facilities are utilised for product and process improvement and updation.

2. Technology Absorption

The Company has not imported any technology.

C. Foreign Exchange Earnings and Outgo

a) Earnings : Nil

b) Outgo

- Import of Raw Materials : Rs. 4961.50 lakhs

- Foreign Travel : Rs. 34.18 lakhs

- Others : Rs. 2.46 lakhs

DEPOSITS FROM PUBLIC

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

RISK MANAGEMENT

The Board of the company has formed a risk management committee to frame, implement and monitor the risk management plan for the company. The committee is responsible for reviewing the risk management plan and ensuring effectiveness. The audit committee has additional oversight in the areas of financial risk and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The risk management policy has been covered in the management discussion and analysis, which forms part of this report.

CORPORATE GOVERNANCE REPORT

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

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Act, the extract of the Annual Return is given Annexure-III in the prescribed Form MGT-9, which forms part of this report.

STATUTORY AUDITORS

M/s. Pulindra Patel & Co., Chartered Accountants, was appointed as Auditors of the Company, for a term of 5(five) consecutive years, at the Annual General Meeting held on 19th August, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

COMMENTS OF AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The auditor''s report and the secretarial audit report do not contain any qualifications, reservations or adverse remarks. Secretarial Audit report is attached to this report.

COST AUDIT

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

---

Mar 31, 2016

To The Members of Indo Borax & Chemicals lid.

The Directors have pleasure in presenting 35*’ Annual Report and the Audited Statement of Accounts for the year ended on 31" March, 2016.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31-March, 2016 is summarized below: (Rs. In lacs)

Particulars	Standalone		Consolidated
	31 -3-2016	31-3-2016	31-3 "2016	31-3-2015
Sales	7340.63	8128 75	7765.63	9613.01
Less: Excise Duty	803.94	867.85	803 94	867.85
Net Sales	6536.69	7260.90	6961.69	8745.16
Other income	289.79	392.95	283.66	303.47
Profit before Depreciation & Taxation	1477.72	1939.67	1488.21	2110.66
Less: Depreciation	124,49	114.68	125 29	115,66
Provision for Taxation	388.20	589.30	390.99	645 30
Deferred Tax	49.09	(6.64)	49.06	(7.14)
Prior period Adjustments	—	030	—	1.36
Minority interest	_	-	—	45 38
Profit after Depreciation & Taxation	915.94	124203	922.87	131010
Balance brought forward from previous year	6521.93	6490 04	6629.82	5529 86
Profit available for appropriation	7437.87	6732,07	7552.69	6839.96
Less : Appropriations Capital Redemption Reserve	_	27.20	_	27.20
Proposed Final Dividend	48.14	48,14	48.14	48.14
Tax on Dividend	9.80	960	9.80	9.80
Transfer to General Reserve	90.00	125.00	90.00	125,00
Balance carried to Balance Sheet	7289.93	6521.93	7404 75	6629.82

DIVIDEND

Your Directors are pleased to recommend final dividend of R5.1,50 (One Rupee & Fifty paisa) per equity share of Rs. 10/- each on 32,09,000 Equity Shares, if approved by the members, would involve a cash outflow of Rs. 57.94 Lacs Including dividend tax.

THANSFR-KTO RESERVES

During the year your company has transferred Rs. 90,00,00(V- to General Reserve out of the amount available for appropriation and an amount of Rs. 72,89,92,891/- is proposed to be retained in the profit and loss account.

COMPANY''S PERFORMANCE

On consolidated basis, sales for the financial year 2015-16 stood at Rs, 6961.69 lacs which was lower by 20.39% over last year (Rs, 8745.15llacs in 2014-15}. Earnings before tax and depreciation was Rs. 1488.21lacs, which was lower by 29.49% over EB7D of Rs. 2110.66 Lacs in 2014-15. The profit after tax for the year was Rs. 922.86 lacs, which was lower by 29.56% over the PAT of Rs 1310,10 lacs in 2014-15, The drop in the sales and profit was the result of shutdown of the plant for capacity expansion.

On standalone basis, sales for the financial year 2015-16 stood at Rs. 6536.69 lacs, which was lower by 9.97% over last year (Rs. 7260.90 lacs in 2014-15). Earnings before tax and depreciation wasRs.1477,72 lacs, which was lower by 23.82% over EBTD of Rs, 1939 67 Lacs in 2014-15. The profit after-tax for the year was Rs. 915.93, which was Were by 26.25% over the RAT of Rs. 1242.03 lacs in 2014-15*

The production of boron products decreased by 5,33% as compare to 6.93% increase in previous year, which was due to the shutdown of the plant for capacity expansion. SUBSIDIARY COMPANY

A subsidiary company Indoborax Infrastructure Private Limited Is wholly owned subsidiary company-There are no associate companies within the meaning of Section 2(6} of the Companies Act, 2013 { ''Act¹â€™), There has been no material change in the nature of business of the subsidiary.

During the year company has sold 1 unit out of the 2 residential units constructed. During the year under review, the company recorded turnover of Rs. 425.00 lacs and earned profit after-tax of Rs. 6.93 lacs for the year.

As pursuant to Section 129 of the Companies Ad, 2013 the Audited accounts and Reports of Board of Directors and Auditors for the year ended 3 V March, 2016 relating to the subsidiary company are attached to the accounts, hence theAOC-1 is not required to be given.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company and Sts subsidiary which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Consolidated Financial Statements for the year ended 3 r March, 2016 along with report of the auditors thereon are attached herewith.

INTERNAL FINANCIAL CONTROL

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

NUMBER OF MEETING OF THE BOARD

During the financial year 2015-16 the Board of Directors met 6 times on the following dates: 30-May-20l5,12-Aug-2015, 18-Sept-2015, S-Nov-2015, lS-Det-2015 and 13-Feb‘2016. For details of the meeting of the board, please refer to the Corporate Governance Report, which forms part of this report.

COMMITTEES OFTHE BOARD

As per requirement of SEB! (Listing Obligation and Disclosures Requirements) Regulation, 2015 & the Companies Act, 2013, there are four Committees of the Board, as follows:

1. Audit Committee

2, Nomination and Remuneration Committee

3. Stake holder''s Relation Committee

4, Corporate Social Responsibility Committee

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

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

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

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

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

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

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls ate adequate and operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the Act, Mr. Arun Sureka, Mr. N.K, Mittal and Mr. Govind Pirmir, were appointed as independent directors at the annual general meeting of the company held on 27^L''¹ September, 2014, Company has received declaration from all the Independent Directors of the company confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations with Stock Exchange.

During the year, Mr. S, K, Jain, Chairman & Managing Director, retires by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to provisions of section 2013 of the Act, the key managerial personnel of the company are Mr. S.KJain, Chairman and Managing Director, Mr. Sajal Jain, Chief Executive and Chief Financial Officer and Mr. Pravin Chavan, Company Secretary, There has been no change in the key managerial personnel during the year.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as 1, Attendance of Board Meeting and other Board Committee meetings, 2. Contribution made in deliberation in meetings 3. Inputs regarding future growth of company and its performance,

4. Providing feedback going beyond information provided by the management and 5, Commitment to shareholders and other stakeholders.

In separate meeting of independent Directors, performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

CORPORATE SOCIAL RESPONSIBILITY

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

WHISTLE BLOWER POLICY

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

PARTICULARS OF EMPLOYEES

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

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial year:

Name of the Directors	Ratio of median remuneration
Mr. Sushilkumar Jain, Managing Director	38.30
Mr, Sajal Jain, Chief Executive Director	38,30

Company has not paid any remuneration to non-executive directors except sitting fees,

b) The percentage increase in remuneration of each director, key managerial personnel in the financial year:

Name of the Director Key Managerial Personnel	% increases in remuneration in the Financial year
Mr. Swliilkumv Jain, Ml)	(26 41)
Mr. Sajal Jain, CUO & CFO	(26.41)
Mr. Pravin Chuvan, Company Secretary *	-

c) The percentage increase in the median remuneration of the employees in the financial year: 2.09%

d) The number of permanent employees on the rolls of the company: 83

e) The explanation on the relationship between average increase in remuneration and company performance: On an average, employees received an annual increase of 6%. The individual increment varied from 6% to 22%, based on individual performance. In order to ensure that remuneration reflects Company performance, the salary increment is also linked to overall performance of the company.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

Aggregate remuneration of Key Managerial personnel (KMP} in FY 2015-16 (Rs. in lacs)	167.47
Revenue	6536.69
Remuneration to KMP (as % of revenue)	2.56
Profit before Tax	1353.23
Remuneration of KMP ( % of PBT)	12.33

g) Variation in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Funiculars	March 31, 2016	March 31, 2015	% Change
Market capitalization	9505.06	7528.31	26.26
Price Earnings Ratio	10.38	6.09	70.44

h) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

particulars	March 31,2016	May 24, 1993 (IPO)	% Change
Market Price (BSC)	296.20	15.00	1974.66

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

The average annual increase was around 6%, However during the year, the total increase in employee benefits is approximately 27%.

During the year under review there was no increment in the managerial salary, the commission which is based on % of profit have also been decreased, which is directly linked with the performance of the company. Decrease in the managerial remuneration for the year was 26.41 %.

j) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company: (Rs. in lacs)

	Mr. Sushiikumal Jain Managing Director	Mr. Sajal JuLn Chief Executive Officer and Chief Finacial Officer	Mr. Pravlfi Chavan, Company1 Secretary
Remuneration in FY 16	73.75	73,75	19.97
Revenue	6536.69
Remuneration as % of revenue	1*13	1.13	0.31
Profit before tax (PBT}	1353.23
Remuneration (as % of PBT)	5*45	5 AS	148

k) The key parameters for any variable component of remuneration availed by the directors:

The members have, at the AGM of the company held on 26-July, £012 & 22™'' August, 2013 approved the commission to Managing Director & Executive Director, respectively. The overall remuneration payable to Managing Director 8l Executive Director shall not exceed the maximum limits specified in the

1) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None, m) Affirmation that the remuneration is as per the remuneration policy of the Company:

The company affirms remuneration is as par the remuneration policy of the company, n) The information required to be given under section 197(12) read with Rule 5(2) & (3} of The Companies (Appointment and Remuneration of Managerial Psraofinel) Rules, 2014 is given below:

Name, Qualification, Designation	Age, Experience, Date of Joining	Remuneration Gross	Take home pay during the year	Terms of Appointment	Previous Employment
Mr. S.K. Jain B*Sc. Managing Director	72 Years 52 Years 23-09-1980	Rs, 73,75,2221-	Rs.43,52,399/-	Contractual, Governed by members'' resolution	Self-Employed
Mr, Sajal Jain B-Com, Executive Director	48 Years 28 Years 01-06-1988	Rs,73,75,822/-	Rs.39,70,437/-	Contractual, Governed by member''s resolution	First Employment

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors appointment and remuneration and other matters provided in Section 178 [3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of the Director-Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

i) Energy Conservation Measures taken ii) Utilization of alternate source of energy iii] Capital Investment on energy conservation equipment

The Company continues to by special emphasis on conservation of energy and have taken measures like regular monitoring of consumption, reduction of transmission losses and up to date maintenance of systems. During the year, company has made capital investment of Rs. 2,65,45,449^- by installing new boiler ns energy conservation equipment

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on the transactions with related parties pursuant to Section 134 (3Hh) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in AOC-2 in Annexure I! and same forms part of this report.

DELISTING OF SECURITIES

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

B. Technology Absorption

1. Research & Development

The Company has no specific Research & Development Department. However in house quality control facilities are utilized for product and process improvement and updataion,

2. Techno logy Absorption

The Company has not imported any technology.

C. Foreign Exchange Earnings and Outgo

a) Earnings ; Nil

b) Outgo

-Import of Raw Materials : Rs, 2037.39 lacs

-Capital Goods : Rs. 105.05 lacs

i Foreign Travel/subscription- Rs. 3.95 lacs

DEPOSITS FROM PUBLIC

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

RISK MANGEMENT

The Board of the company has formed a risk management committee to frame, implement and monitor the risk management plan for the company. The committee is responsible for reviewing the risk management plan and ensuring effectiveness. The audit committee has additional oversight in the areas of financial risk and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The risk management policy has been covered in the management discussion and analysis, which forms part of this report.

CORPORATE GOVERNANCE REPORT

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

EXTKACT OF ANNUAL, RETURN

As provided under section 92(3) of the Act, the extract of the Annual Return is given Annexure-IM in the prescribed form MGT-9, which forms part of this report.

STATUTORY AUDITORS

M''s, V S. Lalpuria & Co, Chartered Accountants, Statutory Auditors of the Company hold office, in accordance with the provisions of Ihe Companies Act, 2013, up to conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed Prasad F^rab & Associates, Practicing Company Secretary to conduct Secretarial Audit and his report on Companies Secretarial Audit is annexed to this report.

COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by V.S, Lalpuria & Co., Statutory Auditors, in their report and by Prasad Parab & Associates, Company Secretary in Practice, in his secretarial audit report.

The statutory auditors have not reported any incident of fraud to the Audit Committee of the company in the year under review.

COST AUDIT

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Mumbai, S. K. Jain

May 30, 2016 Chairman

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 34th Annual Report and the Audited Statement of Accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31st March, 2015 is summarized below:

Particulars Standalone

31-3-2015 31-3-2014

Sales 8128.75 7018.14

Less: Excise Duty 867.85 756.42

Net Sales 7260.90 6261.72

Other Income 392.95 344.16

Profit before Depreciation & Taxation 1939.67 1529.42

Less : Depreciation 114.68 73.39

Provision for Taxation 589.30 495.50

Deferred Tax (6.64) (11.12)

Minority interest 0.30 -

Prior period Adjustments - -

Profit after Depreciation & Taxation 1242.03 971.65

Balance brought forward from previous year 5490.04 4674.71

Profit available for appropriation 6732.07 5646.36

Less : Appropriations

Capital Redemption Reserve 27.20 -

Proposed Final Dividend 48.14 48.14

Tax on Dividend 9.80 8.18

Transfer to General Reserve 125.00 100.00

Balance carried to Balance Sheet 6521.93 5490.04



(Rs. in Lakh) Particulars Consolidated

31-3-2015 31-3-2014

Sales 8745.16 7669.45

Less: Excise Duty 867.85 756.42

Net Sales 7877.31 6913.03

Other Income 303.47 202.99

Profit before Depreciation & Taxation 2110.66 1628.52

Less : Depreciation 115.66 74.33

Provision for Taxation 645.30 526.60

Deferred Tax (7.14) (11.12)

Minority interest 1.36 0.11

Prior period Adjustments 45.38 26.78

Profit after Depreciation & Taxation 1310.10 1011.82

Balance brought forward from previous year 5529.86 4674.36

Profit available for appropriation 6839.96 5686.18

Less : Appropriations

Capital Redemption Reserve 27.20 -

Proposed Final Dividend 48.14 48.14

Tax on Dividend 9.80 8.18

Transfer to General Reserve 125.00 100.00

Balance carried to Balance Sheet 6629.82 5529.86

DIVIDEND

Your Directors are pleased to recommend final dividend of Rs. 1.50 (One Rupee & Fifty Paise) per equity share of Rs. 10/- each on 32,09,000 Equity Shares, if approved by the members would involve a cash outflow of Rs. 57.94 Lacs including dividend tax.

RESERVES

During the year your company has transferred Rs. 27,20,000/- to Capital Redemption Reserve on Buy-back of 2,72,000 equity shares of Rs. 10/- each and Rs. 1,25,00,000/- to General Reserve out of the amount available for appropriation.

COMPANY'S PERFORMANCE

On consolidated basis, sales for the financial year 2014-15 stood at Rs. 8745.16 lacs was higher by 14.03% over last year (Rs.7669.45 lacs in 2013-14). Earnings before tax and depreciation was Rs. 2110.66 lacs, registering a growth of 29.61% over EBTD of Rs. 1628.52 Lacs in 2013-14. The profit after tax for the year was Rs. 1310.10 lacs recording a growth of 29.48% over the PAT of Rs. 1011.82 lacs in 2013-14.

On standalone basis, sales for the financial year 2014-15 stood at Rs. 7260.90 lacs was higher by 15.96% over last year (Rs. 6261.72 lacs in 2013-14). Earnings before tax and depreciation was Rs. 1939.67 lacs, registering a growth of 26.82% over EBTD of Rs. 1529.42 Lacs in 2013-14. The profit after tax for the year was Rs. 1242.03 lacs recording a growth of 27.83% over the PAT of Rs. 971.65 lacs in 2013-14. The production of boron products increased by 6.93 % as compare to 0.37% decrease in previous year.

SUBSIDIARY COMPANY

A subsidiary company Indoborax Infrastructure Private Limited is became a wholly owned subsidiary company as on 31st March, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of business of the subsidiary.

The residential building project for 11 units undertaken by the company is completed. Out of 11 units constructed, company has sold 9 units till 31st March, 2015. During the year under review, the company recorded turnover of Rs. 1484.26 lacs and earned profit after tax of Rs. 113.46 lacs for the year.

As pursuant to Section 129 of the Companies Act, 2013 the Audited accounts and Reports of Board of Directors and Auditors for the year ended 31st March, 2015 relating to the subsidiary company are attached to the accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreement, Consolidated Financial Statements for the year ended 31 st March, 2015 along with report of the auditors thereon are attached herewith.

BUY BACK OF EQUITY SHARES

Board of Directors of the company at its meeting held on 27th February, 2014 approved the Buy-back of upto three lakhs fully paid up Equity Shares of Rs. 10/- each (hereinafter referred to as "buy-back") at a price not exceeding Rs. 145/- per equity share, payable in cash, up to an aggregate amount not exceeding Rs. 4,35,00,000/- representing 7.27% of the Company's Paid Equity & Free Reserves as on March 31, 2013. The Buy-back is being made out of the free reserve and the securities premium account of the company, from the open market through BSE Ltd (Stock Exchange), as per the provisions contained in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 as amended and applicable provisions of the Companies Act, 1956 & 2013. The buy-back offer has been commenced from 10th March, 2014.

The Buy-back offer was closed on 21st May, 2014. Pursuant to the aforesaid Buy-back offer, the company has bought back and extinguished 2,72,000 Equity Shares of Rs. 10/- each of an aggregate face value of Rs. 27,20,000/- as at 31st March, 2015 at an average price of Rs. 125.99 per shares, utilizing Rs. 3,42,67,998/-.

INTERNAL FINANCIAL CONTROL

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

NUMBER OF MEETING OF THE BOARD

During the financial year 2014-15 the Board of Directors met 10 times on the following dates: 21-May-2014, 30-May-2014, 30-June-2014, 5-Aug-2014, 13-Aug-2014, 22-Sep-2014, 14-Nov-

2014, 27-Dec-2014, 12-Feb-2015 and 31-Mar-2015. For details of the meeting of the board, please refer to the Corporate Governance Report, which forms part of this report.

COMMITTEES OF THE BOARD

Pursuant to application of the Companies Act, 2013, and as per requirement of clause 49 of the listing agreement, company has renamed some of the committees. During the year company has formed a Corporate Social Responsibility Committee. There are currently five Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relation Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

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

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts; 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 true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

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

(iv) that the Directors have prepared the annual accounts on a going concern basis;

(v) that Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Sushila Jain, retires by rotation in the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Company has received declaration from all the Independent Directors of the company confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange.

During the year company has appointed Mr. Pravin Chavan, as Company Secretary and Mr. Sajal Jain, who is an Executive Director, who is also responsible for the finance & accounts functions, has been designated as Chief Financial Officer of the company w.e.f. 31st March, 2015.

ANNUAL EVALUATION OF BOARD OF DIRECTORS

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the SEBI under clause 49 of the Listing Agreement. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as 1. Attendance of Board Meeting and other Board Committee meetings, 2. Contribution made in deliberation in meetings 3. Inputs regarding future growth of company and its performance, 4. Providing feedback going beyond information provided by the management and 5. Commitment to shareholders and other stakeholders.

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Policy of the company and details of development of CSR policy and the initiative taken by the company on Corporate Social Responsibility during the year have been appended as Annexure I to this Report.

WHISTLE BLOWER POLICY

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

PARTICULARS OF EMPLOYEES

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

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors Ratio of median remuneration

Mr. Sushilkumar Jain, Managing Director 53.12

Mr. Sajal Jain, Chief Executive & Chief 53.12

Financial Officer

Company has not paid any remuneration to non-executive directors except sitting fees.

b) The percentage increase in remuneration of each director, key managerial personnel in the financial year:

Name of the Directors, Key Managerial % increase in Personnel remuneration in the financial year

Mr. Sushilkumar Jain, MD 25.79

Mr. Sajal Jain, CEO & CFO 25.74

Mr. Pravin Chavan, Company Secretary * -

* Since this information is for part of the year, the same is not comparable.

c) The percentage increase in the median remuneration of the employees in the financial year: 16.45%.

d) The number of permanent employees on the rolls of the company : 64

e) The explanation on the relationship between average increase in remuneration and company performance: On an average, employees received an annual increase of 10%. The individual increment varied from 8% to 18%, based on individual performance. In order to ensure that remuneration reflects Company performance, the salary increment is also linked to overall performance of the company.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

Aggregate remuneration of Key Managerial 200.42 personnel (KMP) in FY 2014-15 (Rs. in lacs)

Revenue 7260.90

Remuneration to KMP (as % of revenue) 2.76

Profit before Tax 1824.99

Remuneration of KMP ( % of PBT) 10.98

g) Variation in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March March % 31, 2015 31, 2014 Change

Market Capitalisation 7528.31 4177.20 80.22

Price Earnings Ratio 6.09 4.30 41.63

h) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Particulars March May 24, % 31, 2015 1993 Change (IPO)

Market Price (BSE) 234.60 15.00 1564.00

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

The average annual increase was around 10%. However during the course of year, the total increase in employee benefits is approximately 22%.

During the year under review there was no increment in the managerial salary, however the commission which is based on % of profit has been increased, which is directly linked with the performance of the company. Increase in the managerial remuneration for the year was 25.79%.

j) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

(Rs. In lacs) Mr. Mr. Sajal Mr. Pravin Sushilkumar Jain Chavan, ain Chief Company Managing Executive Secretary Director Officer (w.e.f. and Chief 31.03.2015) Financial Officer

Remuneration 100.21 100.21 0.05 in FY 15

Revenue 7260.90

Remuneration 1.38 1.38 0.00

as % of revenue

Profit before 1824.99

tax (PBT)

Remuneration 5.49 5.49 0.00

(as % of PBT)

k) The key parameters for any variable component of remuneration availed by the directors:

The members have, at the AGM of the company held on 26th July, 2012 & 22nd August, 2013 approved the commission to Managing Director & Executive Director, respectively. The overall remuneration payable to Managing Director & Executive Director shall not exceed the maximum limits specified in the Act.

l) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

m) Affirmation that the remuneration is as per the remuneration policy of the Company:

The company affirms remuneration is as per the remuneration policy of the company.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of the Directors Report.

DETAILS OF LOAN GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013

Loans given and investments made are given under respective heads in the Standalone Financial Statements. (Please refer Note No. 10, 11, 26 (9) (A) to the standalone financial statements)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION 188 (1)

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on the transactions with related parties pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in AOC-2 in Annexure II and same forms part of this report. Contracts arrangement with related parties as per accounting standard, please refer Note No. 26(9) A & B to the standalone financial statements.

DELISTING OF SECURITIES

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy

i) Energy Conservation Measures taken The Company continues to lay special emphasis on conservation of energy and have taken measures like regular ii) Utilization of alternate source of energy monitoring of consumption, reduction of transmission losses

iii) Capital Investment on energy conservation equipment. and up to date maintenance of systems. During the year company has not made any capital investment on energy conservation equipments.

B. Technology Absorption

1. Research & Development

The Company has no specific Research & Development Department. However in house quality control facilities are utilised for product and process improvement and updation.

2. Technology Absorption

The Company has not imported any technology.

C. Foreign Exchange Earnings and Outgo

a) Earnings : Nil

b) Outgo

- Import of Raw Materials : Rs. 4,260.91 lacs

- Capital Goods (WIP) : Rs. 37.74 lacs

- Foreign Travel/subscription : Rs. 6.23 lacs

DEPOSITS FROM PUBLIC

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

RISK MANGEMENT

The Board of the company has formed a risk management committee to frame, implement and monitor the risk management plan for the company. The committee is responsible for reviewing the risk management plan and ensuring effectiveness. The audit committee has additional oversight in the areas of financial risk and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The risk management policy has been covered in the management discussion and analysis, which forms part of this report.

CORPORATE GOVERNANCE REPORT

A separate detailed Corporate Governance Report and Certificate of Auditors of your Company regarding the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange are annexed to this report.

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Act, the extract of the Annual Return is given Annexure-III in the prescribed Form MGT-9, which forms part of this report.

STATUTORY AUDITORS

M/s. V. S. Lalpuria & Co, Chartered Accountants, Statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 2013, up to conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received letter from them to effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and they are not disqualified from appointment.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed Prasad Parab & Associates, Practicing Company Secretary to conduct Secretarial Audit and his report on Companies Secretarial Audit is annexed to this report.

COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by V S Lalpuria & Co., Statutory Auditors, in their report and by Prasad Parab & Associates, Company Secretary in Practice, in his secretarial audit report.

The statutory auditors have not reported any incident of fraud to the Audit Committee of the company in the year under review.

COST AUDIT

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Mumbai S. K. Jain May 30, 2015 Managing Director

---

Mar 31, 2014

To The Members of Indo Borax & Chemicals Ltd,

The Directors have pleasure to present their 33rd Annual Report and the Audited Statement of Accounts for the year ended on 31-Mar-2014.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rs. in lacs)

Particulars 31-3-2014 31-3-2013

Sales 7018.14 7411.83

Less: Excise Duty 756.42 804.84

Net Sales 6261.72 6606.99

Other Income 344.16 307.45

Profit before Depreciation & Taxation 1529.42 1791.02

Less: Depreciation 73.39 66.76

Provision for Taxation 495.50 590.47

Deferred Tax (11.12) (7.80)

Profit after Depreciation & Taxation 971.65 1141.59

Balance brought forward from previous year 4674.71 3719.21

Profit available for appropriation 5646.36 4860.80

Less: Appropriations

Proposed Final Dividend 48.14 52.22

Tax on Dividend 8.18 8.87

Transfer to General Reserve 100.00 125.00

Balance carried to Balance Sheet 5490.04 4674.71

DIVIDEND

The Directors are pleased to recommend Dividend of Rs. 1.50 (One Rupee & Fifty Paise) per equity share of Rs. 10/- each on 32,09,000 Equity Shares, remaining after extinguishing 2,72,000 equity shares bought back as per SEBI (Buy-back of Securities) Regulations, 1998 as amended thereof.

SUBSIDIARY COMPANY

The "Residential Building Project" at Santacruz, Mumbai is in the final stage of completion and will be completed shortly.

During the year under review, the company recorded turnover of Rs. 1407.73 Lacs and earned profit after tax of Rs. 66.95 Lacs for the year.

A statement pursuant to Section 212 of the Companies Act, 1956 and Audited accounts and Reports of Board of Directors and Auditors for the period ended 31-03-2014 relating to the subsidiary company are attached to the accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreement, Consolidated Financial Statements for the year ended 31st March, 2014 along with report of the auditors thereon are attached herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Directors present their report on the specified matters to the extent relevant or within limits that in their opinion are imposed by the company''s own competitive position, as under:-

Industry structure and development

No reliable and published data is available specifically on boron products industry. As boron minerals are not found in India, the basic inputs have to be essentially imported.

Opportunity, threats, risks and concerns

As, the basic input of the boron mineral is imported, thus timely availability of basic inputs at competitive prices in desired quality, composition and quantities has been, continues to be and expected to remain a matter of concern, risk and threat. The company is continuously engaged in exploring and developing alternative sources for imported raw material to minimize the risk.

Segment wise or product-wise performance The company is operating in a single reportable segment i.e. manufacturing and selling of Chemicals. Hence, segment- wise break-up is not applicable to operations of the company on standalone basis. The construction projects being executed by the subsidiary company has started generating revenue during the year. Segment wise information is given in the notes to accounts in Consolidated Balance Sheet.

Outlook

The policy of Government of India encouraging import of finished products at the cost of domestic industries is a real threat, thus the margins may come down resulting in unpredictable operations. Otherwise, the domestic market is expanding every year and the Company can sell more quantity, as its products are well known for its quality.

Internal control system & their adequacy

The Company has proper and adequate systems of internal controls to provide reasonable assurance that all assets are safeguarded; transactions are authorized and recorded correctly to ensure compliance with policies and statutes. Internal control systems have been found to be adequate and commensurate with the size and nature of the business of the company and are reviewed from time to time for further improvement.

Discussion on financial performance with respect to operational performance

The sales in current year stood at Rs. 7,018.14 Lacs compared to Rs. 7,411.83 Lacs in previous year. Production of boron products decreased by 0.37 % as compare to 16.93% increase in previous year.

Human Resources Development & Management

There are no material developments to be reported in the matter of human resources and industrial relations which were cordial throughout the year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

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 year ended 31st March, 2014; the applicable accounting standards had been followed.

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

(iii) that the Directors had 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 had prepared the annual accounts as on a going concern basis.

DIRECTORS

Mrs. Sushila Jain, retires by rotation in the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

As per provision of Section 149, 152 read with Schedule IV and other applicable provision of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules 2014 (including statutory modification(s) or re-enactments thereof for the time being in force) and clause 49 of the listing agreement, board recommends appointment of Mr. Arun Sureka, Mr. Narendrakumar Mittal and Mr. Govind Parmar as independent directors of the company.

PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The information as required under section 217(2A) of the Act, read with the Companies (Particulars of the Employees) Rules 1975, as amended, is given below:

INSURANCE

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

BUY BACK OF EQUITY SHARES

Board of Directors of the company at its meeting held on 27th February, 2014 approved the Buy-back of upto three Lacs fully paid up Equity Shares of Rs.10/- each (hereinafter referred to as "buy-back") at a price not exceeding Rs. 145/- per equity share, payable in cash, up to an aggregate amount not exceeding Rs. 4,35,00,000/- representing 7.27% of the Company''s Paid Equity & Free Reserves as on March 31, 2013. The Buy-back is being made out of the free reserve and the securities premium account of the company, from the open market through BSE Ltd (Stock Exchange), as per the provisions contained in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998 as amended and applicable provisions of the Companies Act, 1956 & 2013. The buy-back offer has been commenced from 10th March, 2014.

Pursuant to the aforesaid Buy-back offer, the company has bought back 1,69,627 Equity Shares as at 31st March, 2014 at an average price of Rs.128.56 per shares, utilizing Rs. 2,18,06,836/-. These shares have been extinguished on 7th April, 2014 as per Section 77A of the Companies Act, 1956 and the applicable provisions of the Companies Act, 2013 read with SEBI (Buy-back of Securities) Regulations, 1998 as amended up to date. The said amount of Rs. 2,18,06,836/- has been shown by way of deduction from the Shareholders Fund.

The company has further bought back 1,02,373 equity shares after 31st March, 2014. The Buy-back offer was closed on 21st May, 2014. Pursuant to the buy-back offer the company has bought back 2,72,000 (which includes 1,69,627 equity shares bought back up to 31st March, 2014) equity shares of Rs. 10/- each of an aggregate face value of Rs. 27,20,000/- and the same were extinguished in FY 2014-15.

DELISTING OF SECURITIES

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are given in the Annexure.

CORPORATE GOVERNANCE REPORT A separate detailed Corporate Governance Report and Certificate of Auditors of your Company regarding the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange are annexed to this report.

CERTIFICATE OF SECRETARIAL COMPLIANCE

Compliance Certificate issued by M/s. Prasad Parab & Associates, Practicing Company Secretaries is annexed to this report.

AUDITORS

M/s. V. S. Lalpuria & Co, Chartered Accountants, Statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 2013, up to conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

COMMENTS ON AUDITORS REPORT

The Auditors Report has no qualifications or adverse comments and therefore, does not require any explanation.

COST AUDIT

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audit for the year under review relating to the products manufactured by the Company.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors Mumbai, S. K. Jain

May 30, 2014 Chairman

---

Mar 31, 2013

To The Members of Indo Borax & Chemicals Ltd,

The Directors have pleasure to present their 32nd Annual Report and the Audited Statement of Accounts for the year ended on 31-Mar-2013.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31-Mar-2013 is summarized below:

(Rs. in lacs)

Particulars 31-3-2013 31-3-2012

Sales 7411.83 5104.32

Less: Excise Duty 804.84 467.30

Net Sales 6606.99 4637.02

[Other Income 07.45 260.92

Profit before Depreciation & Taxation 1791.02 1110.92

Less : Depreciation 66.76 45.10

Provision for Taxation 590.47 348.50

Deferred Tax (7.80) (8.09)

Profit after Depreciation & Taxation 1141.59 725.41

Balance brought forward from previous year 3719.21 3129.49

Profit available for appropriation 3854.90

Less : Appropriations

Proposed Final Dividend 52.22 52.22

Tax on Dividend

Transfer to General Reserve 125.00 75.00

I Balance carried to Balance Sheet 4674.71 3719.21

DIVIDEND

The Directors are pleased to recommend Dividend of Rs. 1.50 (One Rupee 6 Fifty paise) per equity share of Rs. 10/- each.

SUBSIDIARY COMPANY

Execution of "Residential Building Project" at Santacruz, Mumbai has now started after long delay due to regulatory approval. However, the company is hopeful to complete the project within a year.

A statement pursuant to Section 212 of the Companies Act, 1956 and audited accounts and reports of Board of Directors and Auditors for the period ended 31-03-2013 relating to the subsidiary company are attached to the accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreement, Consolidated Financial Statements for the year ended 31st March, 2013 along with report of the auditors thereon are attached herewith.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

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 year ended 31st March, 2013; the applicable accounting standards had been followed.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the

Name, Qualification, Age, Experience, Remuneration

Designation : Date of Joining Gross

; Mr. SXJain 69 Years Rs. 96,78,354/-

B.Sc. 49 Years

i Managing Director 23-09-1980

Mr. SajalJain i 45 Years 93,74,114/-

B. Com. ; 25 Years

Executive Director 01-06-1988

INSURANCE

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

DELISTING OF SECURITIES

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are given in the Annexure.

CORPORATE GOVERNANCE REPORT

A separate detailed Corporate Governance Report and Certificate of Auditors of your Company regarding the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange are annexed to this report.

CERTIFICATE OF SECRETARIAL COMPLIANCE

Compliance Certificate issued by M/s. Prasad Parab & Associates, Practicing Company Secretaries is annexed to this report.

Company at the end of financial year and of the profit of the Company for that period;

(iii) that the Directors had 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 had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Arun Sureka, retires by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The information as required under section 217(2A) of the Act, read with the Companies (Particulars of the Employees) Rules 1975, as amended, is given below:

Take home pay Terms of Appointment Previous during the year Employment

Rs. 78,21,366/- Contractual, Self-Employed

Governed by ; members'' resolution Rs. 76,96,342/- Contractual, First

Governed by Employment

member''s resolution

AUDITORS

M/s. V. S. Lalpuria & Co, Chartered Accountants, Statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, up to conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

COMMENTS ON AUDITORS REPORT

The Auditors Report does not contain any qualifications or adverse comments and therefore, do not call for any comment.

COST AUDIT

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors have been appointed to conduct cost audit for the year under review relating to the products manufactured by the Company.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Mumbai, S. K. Jain

May 30, 2013 Chairman

---

Mar 31, 2012

To The Members of Indo Borax & Chemicals Ltd,

The Directors have pleasure to present their 31st Annual Report and the Audited Statement of Accounts for the year ended on 31-Mar-2012.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31-Mar-2012 is summarized below:

(Rs in lacs)

Particulars 31-3-2012 31-3-2011

Sales 5104.32 4423.82

Less: Excise Duty 467.30 410.22

Net Sales 4637.02 4013.60

Other Income 260.92 139.00

Profit before Depreciation & Taxation 1110.92 1136.88

Less : Depreciation 45.10 45.17

Provision for Taxation 348.50 355.00

Deferred Tax (8.09) (10.84)

Profit after Depreciation & Taxation 725.41 747.55

Balance brought forward from previous year 3129.49 2517.63

Profit available for appropriation 3854.90 3265.18

Less : Appropriations

Proposed Final Dividend 52.22 52.22

Tax on Dividend 8.47 8.47

Transfer to General Reserve 75.00 75.00

Balance carried to Balance Sheet 3719.21 3129.49

DIVIDEND

The Directors are pleased to recommend Dividend of Rs. 1.50 (One Rupee & Fifty paise) per equity share of Rs. 10/- each.

SUBSIDIARY COMPANY

Execution of 'Residential Building Project' at Santacruz, Mumbai has been delayed on account of regulatory approval being upheld on account of policy changes. The company is hopeful of restarting the project work shortly as there is greater clarity about the policy changes now.

A statement pursuant to Section 212 of the Companies Act, 1956 and audited accounts and reports of Board of Directors and Auditors for the period ended 31-03-2012 relating to the subsidiary company are attached to the accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreement, Consolidated Financial Statements for the year ended 31st March, 2012 along with report of the auditors thereon are attached herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Directors present their report on the specified matters to the extent relevant or within limits that in their opinion are imposed by the company's own competitive position, as under:-

Industry structure and development

No reliable and published data is available specifically on boron products industry. As boron minerals are not found in India, the basic inputs have to be essentially imported.

Opportunity, threats, risks and concerns

As, the basic input of the boron product is to be imported, so timely availability of basic inputs at competitive prices in desired quality, composition and quantities has been, continues to be and expected to remain a matter of concern, risk and threat as well as opportunity. The company is continuously engaged in exploring and developing alternative sources for imported raw material to minimize the risk.

Segment wise or product-wise performance

The company is operating in a single reportable segment i.e. manufacturing and selling of Chemicals. Hence, segment-wise break-up is not applicable to operations of the company on standalone basis.

The construction projects being executed by the subsidiary company has not yet started generating revenue. Segment wise information on consolidated basis is given in the notes to accounts to consolidated balance sheet.

Outlook

The policy of Government of India encouraging import of finished products at the cost of domestic industries is a real threat and the margins may come down resulting in unpredictable operations. Otherwise, the domestic market is expanding every year and the Company can sell more quantity, as its products are well known for its quality.

Internal control system & their adequacy

The Company has proper and adequate systems of internal controls to provide reasonable assurance that all assets are safeguarded; transactions are authorized and recorded correctly to ensure compliance with policies and statutes.

Internal control systems have been found to be adequate and commensurate with the size and nature of the business of the company and are reviewed from time to time for further improvement.

Discussion on financial performance with respect to operational performance

The sales in current year stood at Rs 5104.32 Lacs compared to Rs 4423.82 Lacs in previous year. Production of boron products increase by 6.86% as compare to 25.72% in previous year.

Human Resources Development & Management

There are no material developments to be reported in the matter of human resources and industrial relations which were cordial throughout the year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

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 year ended 31st March, 2012; the applicable accounting standards had been followed.

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

(iii) that the Directors had 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 had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Narendra Kumar Mittal, retires by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The information as required under section 217(2A) of the Act, read with the Companies (Particulars of the Employees) Rules 1975, as amended, is given below:

Name, Qualification, Age, Experience, Remuneration Take home pay Designation Date of Joining Gross during the year

Mr. S. K. Jain 68 Years Rs 57,89,924/- Rs 38,75,416/- B.Sc. 48 Years Managing Director 23-09-1980

Mr. Sajal Jain 44 Years Rs 55,17,309/- Rs 37,44,049/- B. Com. 24 Years Executive Director 01-06-1988

Name Terms of Previous Appointment Employment

Mr S K Jain Contractual, Self-Employed Governed by members' resolution

Mr Sajal Jain Contractual, First Employment Governed by member's resolution

INSURANCE

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

DELISTING OF SECURITIES

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are given in the Annexure.

CORPORATE GOVERNANCE REPORT

A separate detailed Corporate Governance Report and Certificate of Auditors of your Company regarding the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange are annexed to this report.

CERTIFICATE OF SECRETARIAL COMPLIANCE

Compliance Certificate issued by M/S Pravin Chavan & Associates, practicing Company Secretaries, is annexed to this report.

AUDITORS

M/s. V. S. Lalpuria & Co, Chartered Accountants, Statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, up to conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

COMMENTS ON AUDITORS REPORT

The Auditors Report does not contain any qualifications or adverse comments and therefore, do not call for any comment.

COST AUDIT

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors have been appointed to conduct cost audit for the year under review relating to the products manufactured by the Company.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

S. K. Jain

Chairman

Mumbai,

May 30, 2012

---

Mar 31, 2011

The Directors have pleasure to present their 30th Annual Report and the Audited Statement of Accounts for the year ended on 31-Mar-2011.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31-Mar-2011 is summarized below:

(Rs. in lacs)

Particulars 31-3-2011 31-3-2010

Sales 4423.82 3831.35

Less: Excise Duty 410.22 293.29

Net Sales 4013.60 3538.06

Other Income 139.18 121.44

Profit before Depreciation & Taxation 1136.88 840.44

Less: Depreciation 45.17 46.51

Provision for Taxation 355.00 329.14

Deferred Tax (10.84) (9.62)

Profit after Depreciation & Taxation 747.55 474.41

Balance brought forward from previous year 2517.63 2204.31

Profit available for appropriation 3265.18 2678.72

Less: Appropriations

Proposed Final Dividend 52.22 52.22

Tax on Dividend 8.47 8.87

Transfer to General Reserve 75.00 100.00

Balance carried to Balance Sheet 3129.49 2517.63

DIVIDEND

The Directors are pleased to recommend Dividend of Rs. 1.50 (One Rupee & Fifty paise) per equity share of Rs. 10/- each.

SUBSIDIARY COMPANY

Last year, your company (IBCL) promoted a subsidiary company named INDOBORAX INFRASTRUCTURE PVT LTD' (IIPL) for carrying on business in the field of construction, real estate and infrastructure. IIPL has undertaken a 'Residential Building Project' at Santacruz, Mumbai which is progressing well.

A statement pursuant to Section 212 of the Companies Act, 1956 and audited accounts and reports of Board of Directors and Auditors for the period ended 31-03-2011 relating to the subsidiary company are attached to the accounts.

CONSOLIDATED FINANCIAL STATEMENTS As required under clause 32 of the listing agreement, Consolidated Financial Statements for the year ended 31st March, 2011 along with report of the auditors thereon are attached herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Directors present their report on the specified matters to the extent relevant or within limits that in their opinion are imposed by the company's own competitive position, as under:-

Industry structure and development:

No reliable and published data is available specifically on boron products industry. As boron minerals are not found in India, the basic inputs have to be essentially imported.

Opportunity, threats, risks and concerns

As, the basic input of the boron product is to be imported, so timely availability of basic inputs at competitive prices in desired quality, composition and quantities has been, continues to be and expected to remain a matter of concern, risk and threat as well as opportunity.

Segment wise or product-wise performance

The company is operating in a single reportable segment i.e. manufacturing and selling of Chemicals. Hence segment-wise break-up is not discussed.

Outlook

The policy of Government of India encouraging import of finished products at the cost of domestic industries is a real threat and the margins may come down resulting in unpredictable operations. Otherwise, the domestic market is expanding every year and the Company can sell more quantity, as its products are well known for its quality.

Internal control system & their adequacy

The Company has proper and adequate systems of internal controls to provide reasonable assurance that all assets are safeguarded; transactions are authorized and recorded correctly to ensure compliance with policies and statutes.

Internal control systems have been found to be adequate and commensurate with the size and nature of the business of the company and are reviewed from time to time for further improvement.

Discussion on financial performance with respect to operational performance

The sales in current year stood at Rs.4423.82 Lacs compared to Rs.3831.35 lacs in previous year. Production of boron products was 7698 MT compared to 6123 MT in previous year.

Human Resources Development & Management

There are no material developments to be reported in the matter of human resources and industrial relations which were cordial throughout the year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

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 year ended 31st March, 2011; the applicable accounting standards had been followed.

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

(iii) that the Directors had 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 had prepared the annual accounts on a going concern basis.

DIRECTORS

Smt. Sushila Jain retires by rotation in the forthcoming Annual General Meeting and being eligible, offers herself for re- appointment. Mr. S. L. Jain has resigned from directorship on 30th May 2011. Mr. G. R. Parmar was appointed as an Additional Director of the Company pursuant to section 260 of the Companies Act, 1956 and holds office up to the date of ensuing Annual General Meeting. Company has received a notice pursuant to Section 257 of the Companies Act, 1956, in writing, proposing his candidature for the office of Director

PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The information as required under section 217(2A) of the Act, read with the Companies (Particulars of the Employees) Rules 1975, as amended, is given below:

Name, Age, Remuneration Take home pay Qualification, Experience, Gross during the year Designation Date of Joining

Mr. S.K.Jain 67 Years Rs. 5,923,182/- Rs. 36,42,390/- B.Sc. 47 Years Managing 23-09-1980 Director

Mr. Sajal Jain 43 Years Rs. 5,692,014/- Rs. 34,67,024/- B. Com. 23 Years Executive 01-06-1988 Director

Name Terms of Previous Qualification Appointment Employment Designation

Mr. S.K.Jain Contractual, Self:Employed B.Sc. Governed by Managing members' Director resolution

Mr. Sajal Jain Contractual, First Employment B. Com. Governed by Executive members' Director resolution

INSURANCE

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

DELISTING OF SECURITIES

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are given in the Annexure.

CORPORATE GOVERNANCE REPORT

A separate detailed Corporate Governance Report and

Certificate of Auditors of your Company regarding the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges are annexed to this report.

CERTIFICATE OF SECRETARIAL COMPLIANCE

Compliance Certificate issued by Pravin Chavan & Associates, practicing Company Secretaries, is annexed to this report.

AUDITORS

M/s. V. S. Lalpuria & Co, Chartered Accountants, Statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, up to conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

COMMENTS ON AUDITORS REPORT

The Auditors Report does not contain any qualifications or adverse comments and therefore, do not call for any comment.

COST AUDIT

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors have been appointed to conduct cost audit for the year under review relating to the products manufactured by the Company.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

S. K. Jain Chairman

Mumbai, May 30, 2011

---

Mar 31, 2010

The Directors have pleasure to present their 29th Annual Report and the Audited Statement of Accounts for the year ended on 31- Mar-2010.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31-Mar-2010 is summarized below: (Rs. in lacs)

Particulars 31-3-2010 31-3-2009

Sales 3831.35 4508.86

Less: Excise Duty 293.29 511.67

Net Sales 3538.06 3997.79

Other Income 121.44 70.90

Profit before Depreciation & Taxation 840.44 1289.95

Less : Depreciation 46.51 50.14

Provision for Taxation 329.14 463.25

Deferred Tax (9.62) (10.48)

Profit after Depreciation & Taxation 474.41 787.04

Balance brought forward from previous year 2204.31 1578.36

Profit available for appropriation 2678.72 2365.40

Less : Appropriations

Proposed Final Dividend 52.22 52.22

Tax on Dividend 8.87 8.87

Transfer to General Reserve 100.00 100.00

Balance carried to Balance Sheet 2517.63 2204.31



DIVIDEND

The Directors are pleased to recommend Dividend of Rs. 1.50 (One Rupee & Fifty paise) per equity share of Rs. 10/- each.

SUBSIDIARY COMPANY

During the year, your company (IBCL) has promoted a subsidiary company named INDOBORAX INFRASTRUCTURE PVT LTD (IIPL) for carrying on business in the field of construction, real estate and infrastructure. IBCL presently holds 60% of equity capital in IIPL, the rest 40% being held mainly by the promoters of IBCL.

A statement pursuant to Section 212 of the Companies Act, 1956 and audited accounts and reports of Board of Directors and Auditors fcr the period ended 31-03-2010 relating to the subsidiary nompany are attached to the accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreement, Consolidated Financial Statements for the year ended 31st March, 2010 along with report of the auditors thereon are attached herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Directors present their report on the specified matters to the extent relevant or within limits that in their opinion are imposed by the companys own competitive position, as under: -

Industry structure and development:

No reliable and published data is available specifically on boron products industry. As boron minerals are not found in India, the basic inputs have to be essentially imported.

Opportunity, threats, risks and concerns

As, the basic input of the boron product is to be imported, so timely availability of basic inputs at competitive prices in desired quality, composition and quantities has been, continues to be and expected to remain a matter of concern, risk and threat as well as opportunity

Segment wise or product-wise performance

The company is operating in a single reportable segment i.e. manufacturing and selling of Chemicals. Hence segment-wise break-up is not discussed.

Outlook

The policy of Government of India encouraging import of finished products at the cost of domestic industries is a real threat and the margins may come down resulting in unpredictable operations. Otherwise, the domestic market is expanding every year and the Company can sell more quantity, as its products are well known for its quality.

Internal control system & their adequacy

The Company has proper and adequate systems of internal controls to provide reasonable assurance that all assets are safeguarded; transactions are authorized and recorded correctly to ensure compliance with policies and statutes.

Internal control systems have been found to be adequate and commensurate with the size and nature of the business of the company and are reviewed from time to time for further improvement.

Discussion on financial performance with respect to operational performance

The sales in current year stood at Rs. 3831.35 Lacs compared to Rs. 4508.86 lacs in previous year. Production of boron products was 6123 MT compared to 6432 MT in previous year.

Human Resources Development Et Management

There are no material developments to be reported in the matter of human resources and industrial relations which were cordial throughout the year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

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 year ended 31st March, 2010; the applicable accounting standards had been followed.

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

(iii) that the Directors had 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 had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Arun S. Sureka retires by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment. Mr. Vikram Soni also retires by rotation in the forthcoming Annual General Meeting and has not offered himself for reappointment. Mr. S. L. Jain was appointed as an Additional Director of the Company pursuant to section 260 of the Companies Act, 1956 and holds office up to the date of ensuing Annual General Meeting. Company has received a notice pursuant to Section 257 of the Companies Act, 1956, in writing, proposing his candidature for the office of Director

PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The information as required under section 217(2A) of the Act, read with the Companies (Particulars of the Employees) Rules 1975, as amended, is given below:

Name, Age, Remuneration Take home pay Qualification, Experience, Gross, during the year Designation Date of Joining

Mr. S.K.Jain 66 Years Rs.52,31,019/- Rs.47,52,179/-

B.Sc. 46 Years

Managing 23-09-1980

Director

Mr. SajalJain 42 Years Rs. 50,08,150/- Rs.42,21,696/-

B. Com. 22 Years

Executive 01-06-1988 Director



Name, Terms of Previous Qualification, Appointment Employment Designation

Mr. S.K.Jain Contractual, Self-Employed

B.Sc. Governed by

Managing members

Director resolution

Mr. Sajal Jain Contractual, First Employment

B. Com. Governed by

Executive members

Director resolution



INSURANCE

The Companys all fixed assets, plant & machineries and stocks are adequately insured.

DELISTING OF SECURITIES

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are given in the Annexure.

CORPORATE GOVERNANCE REPORT

A separate detailed Corporate Governance Report and Certificate of Auditors of your Company regarding the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges are annexed to this report.

CERTIFICATE OF SECRETARIAL COMPLIANCE

Compliance Certificate issued by Pravin Chavan &. Associates, practicing Company Secretaries, is annexed to this report.

AUDITORS

M/s. V. S. Lalpuria & Co, Chartered Accountants, Statutory Auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, up to conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

COMMENTS ON AUDITORS REPORT

The Auditors Report does not contain any qualifications or adverse comments and therefore, do not call for any comment.

COSTAUDIT

Pursuant to the Directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified cost auditors have been appointed to conduct cost audit for the year under review relating to the products manufactured by the Company.

ACKNOWLEDGEMENTS

Your Directors thank the Companys clients, vendors, shareholders & bankers for their continued support during the year. Your Directors place on record their appreciation for the contribution made by employees at all levels. Your Companys growth has been possible due to their hard work, co-operation & support.

For and on behalf of the Board of Directors

S. K. Jain Chairman

Mumbai,

May 31, 2010