2010-2011 - Bombay Stock Exchange › bseplus › AnnualReport › 506315 › ... · 2011-08-19 ·...

FORTY SEVENTH ANNUAL REPORT

2010-2011

Borax Cover.indd 1 8/8/2011 1:50:26 PM

BORAX MORARJI LIMITED

DIRECTORS L. N. GOCULDAS, ChairmanB. L. GOCULDASMITIKA L. GOCULDASD. S. PAREKH (Alternate to Mitika L. Goculdas)S. K. DIWANJIR. SANGHI S. V. JOSHI

CHIEF EXECUTIVE OFFICER H. T. KAPADIA

COMPANY SECRETARY DILIP S. NAGLE

AUDITORS K. S. AIYAR & CO.

BANKERS STATE BANK OF INDIADENA BANKINDIAN OVERSEAS BANK

SOLICITORS CRAWFORD BAYLEY & CO.

REGISTERED OFFICE Prospect Chambers, 317/21, Dr. D. N. Road,Mumbai 400 001

WEBSITE www.boraxmorarji.com

REGISTRAR & TRANSFER AGENTS M/S. LINK INTIME INDIA PVT. LTD.(formerly Intime Spectrum Registry Ltd.)C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W),Mumbai 400 078Tel. No. 022-25963838

WORKS CHEMICAL DIVISIONMahatma Gandhi RoadAmbarnath 421 501, (Dist. Thane)MaharashtraTel. No. 0251 2682271/72

WIND MILL FARMS1. Thoseghar/Maloshi/Vankusawade Dist. Satara, Maharashtra

2. Nani Sindhodi Kutch, Gujarat

Secy Borax.indd 1 8/8/2011 2:27:56 PM

NoticeNotice is hereby given that the FORTY SEVENTH ANNUAL GENERAL MEETING of BORAX MORARJI LIMITED will be held at the Indian Merchants’ Chamber Conference Hall (Walchand Hirachand Hall), IMC Marg, Mumbai 400 020 on Friday, the 9th September, 2011 at 11.30 a.m. to transact the following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2011 and the Profit & Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.

2. To declare a dividend for the financial year ended 31st March, 2011.

3. To appoint a Director in the place of Mr. L. N. Goculdas, who retires by rotation under Article 131 of the Articles of Association and, being eligible, offers himself for re-appointment.

4. To appoint a Director in the place of Mr. S. V. Joshi, who retires by rotation under Article 131 of the Articles of Association and, being eligible, offers himself for re-appointment.

5. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS:

6. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT, the re-appointment of Mr. Haridas T. Kapadia, as the Chief Executive Officer & Manager of the Company, subject to the provisions of Sections 198, 269, read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, for a period of one year with effect from 1st April, 2011 made by the Board of Directors of the Company (hereinafter referred to as the “Board”) vide its resolution passed at its meeting held on 31st January, 2011 and the remuneration payable to Mr. Haridas T. Kapadia pursuant to the aforesaid resolution as set out in the Explanatory Statement to this Notice be and is hereby approved.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do such acts, deeds, matters and things as it may in its absolute discretion deem necessary, expedient and proper.”

“RESOLVED THAT, pursuant to Section 309 and other applicable provisions of the Companies Act, 1956 (the act), the Foreign Exchange Management Act, 1999 and the Articles of Association of the Company, consent of the Company be and is hereby accorded to a commission being paid to the Directors of the Company (other than Directors in the wholetime employment of the Company or the Managing Directors) at a rate not exceeding one percent of the net profits of the Company computed in the manner laid down in Section 198 read with Section 349 and 350 of the Act for a period not exceeding five Accounting Years of the Company commencing from 1st April, 2011 and the same shall be distributed from time to time amongst such or all the Directors in such manner as may be determined by the Remuneration Committee or any other Committee of the Board of Directors or the Board of Directors, from time to time, or failing which or default thereof, in equal share absolutely.”

“FURTHER RESOLVED THAT if any time during the aforesaid five Accounting Years commencing from 1st April, 2011, the Company does not have a Managing Director or a Wholetime Director or Manager, the commission aforesaid, shall be paid at a rate not exceeding three percent of the net profits of the Company computed or paid for the period and in the manner aforesaid.”

“FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to take such steps as may be necessary or desirable to give effect to the Resolution.”

“RESOLVED THAT in supersession of the Resolution passed at the Twenty-sixth Annual General Meeting held on 20th September, 1990, and in pursuance of the provisions of Section 293(1)(a) and (d) and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company be and is hereby accorded to the Board of Directors borrowing from time to time such sum of money not exceeding ` 30,00,00,000/- (Rupees thirty crores only) for the purposes of the Company’s business on such terms and conditions as they may think fit, with or without security, notwithstanding that the monies borrowed together with the monies already borrowed by the Company (excluding temporary loans obtained from the Company’s Bankers in the ordinary course of business) exceed the aggregate of the paid-up Capital and free reserves, that is to say, reserves not set apart for any specific purpose.”

NOTES:

(1) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

(2) An Explanatory Statement under Section 173(2) of the Companies Act, 1956 in respect of the Special Business under Item No.6 is hereto annexed.

(3) The Register of Members and Share Transfer Books of the Company will be closed from Friday, 26th August, 2011 to 9th September, 2011 (both days inclusive)

(4) The dividend, if declared, will be paid on and from 19th September, 2011 to those Members who are entitled thereto and whose names appear on the Register of Members of the Company as on 25th August, 2011. In respect of shares held in electronic form, the dividend will be payable to the beneficial owners of the shares as on 25th August, 2011 as per the details furnished by the Depositories.

(5) Members holding shares in physical form are requested to notify the Registrars & Transfer Agents of the Company of any change in their address with Postal Pin Code Number quoting their Folio Numbers. Members holding shares in electronic form may inform their respective depository participants of change in address and bank account details.

(6) As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are, therefore, requested to bring their copies of the Annual Report to the Meeting.

(7) Members/Proxies should bring Attendance Slip duly completed for attending the Meeting.

(8) Queries on accounts and operations of the Company, if any, may please be sent to the Company at least seven days in advance of the meeting so that the answers may be made readily available at the Meeting.

(9) Shareholders who have not encashed the Dividend Warrant(s) for the financial years 2004-2005, 2005-2006, 2006-2007, 2007- 2008, 2008-2009 and 2009-2010 are requested to write to the Registered Office of the Company without any delay.

By Order of the Board of Directors

(Dilip S. Nagle)Company Secretary

Registered Office:Prospect Chambers, 317-21 Dr. D. N. Road,Mumbai 400 001

Date: 23rd July, 2011.

Annexure to NoticeExplanatory Statement as required under Section 173(2) of the Companies Act, 1956.

Item No. 6:At the Forty-sixth Annual General Meeting of the Company held on 3rd September, 2010, the Shareholders had approved re-appointment of Mr. Haridas T. Kapadia as the Chief Executive Officer & Manager [as defined in Sec. 2(24) of the Companies Act, 1956 (hereinafter referred to as the “CEO”)] of the Company, for a period of one year from 1st April, 2010 to 31st March, 2011.

In order that the Company continues to avail of the benefit of experience of Mr. H. T. Kapadia, having been associated with the Company for more than 2 decades, the Board, at its meeting held on 31st January, 2011, re-appointed, Mr. H. T. Kapadia as the Chief Executive Officer & Manager [as defined in Sec. 2(24) of the Companies Act, 1956 (hereinafter referred to as the “CEO”)] of the Company, subject to the approval of the Shareholders at the forthcoming Annual General Meeting of the Company on 9th September, 2011, for a period of 1 (one) year from 1st April, 2011.

Mr. Kapadia shall be in charge of the management of the affairs of the Company subject to the superintendence, control and direction of the Board of Directors.

Subject to the provisions of Section 198 of the Companies Act, 1956, the remuneration and other terms and conditions relating to the appointment of Mr. H. T. Kapadia which are subject to the approval of the Members of the Company are as under:

Term:Period of re-appointment: 1 (one) year effective from 1st April, 2011 subject to earlier termination by the Company or by him by three months’ notice.

(a) Salary:

` 85,000/- per month.

(b) Perquisites:

In addition to the above, he will be entitled to the following perquisites, monetary value of which shall not exceed his annual salary.

Category “A”(A) (i) House rent allowance of ` 30,000/- per month.

(ii) Expenditure on electricity, water, gas and furnishings at the residence to be borne by the Company.

(B) Medical benefits for self and spouse:

Reimbursement of medical expenses actually incurred and reimbursement of premium paid on mediclaim policy, the total cost of which to the Company in the year shall not exceed one month’s salary.

A personal accident insurance policy for his own benefit at the cost of the Company the premium of which shall not exceed ` 4,000/- in the year.

(C) Leave Travel Concession: Actual fares, rail or air, for self and spouse once during the year to and fro from any place in India.

(D) Fees of Clubs, subject to maximum of two clubs, provided that no life membership fee or admission fee is paid.

Category “B”(A) Company’s contribution to Provident Fund shall not exceed the limit laid down under the Income Tax Act, 1961;

(B) Gratuity payable at the rate not exceeding half month’s salary for the completed year of service.

Category “C”(A) A car with driver for use of the Company’s business and for his personal use. For personal use of the car, the

Company will bill him.

(B) Telephone at residence: All charges, including rental and call Charges for the telephone at residence being paid by the Company in full. For personal long distance calls, the Company will bill him.

Car with driver for use of Company’s business and telephone at residence shall not be considered as perquisites.

He will further be entitled to:

(a) Reimbursement of entertainment expenses incurred in the course of the Company’s business not exceeding ` 20,000/- in the year.

(b) Leave with salary, allowance and other benefits as per the Rules of the Company. Privilege leave not exceeding one month in the year or 1/11th of duty period and he will be entitled to encash the leave as per the Rules of the Company.

(c) The monetary value of the perquisites will be evaluated as per the Income Tax Rules and be subjected to such ceiling as may be prescribed by the Central Government.

(d) In the event of loss or inadequacy of profits in the year, the remuneration and perquisites will be paid in accordance with Schedule XIII of the Companies Act, 1956 as amended from time to time.

(e) The above salary and perquisites will be subject to the provisions of Sections 198, 269, and other applicable provision and Schedule XIII of the Companies Act, 1956.

In view of Mr. Kapadia’s long association with the Company, it would be beneficial for the Company to continue to avail his services. Accordingly the Directors recommend the Resolution.

None of the Directors of the Company is concerned or interested in the aforesaid resolution.

Item No. 7:At the 43rd Annual General Meeting of the Company held on 21st August, 2007, the Shareholders had approved the payment of remuneration by way of commission to the Directors of the Company (other than Directors in the whole time employment of the Company or the Managing Directors) at a rate not exceeding 1% of the net profits of the Company computed in the manner laid down under the relevant provisions of the Companies Act, 1956 (the Act) for a period of five years effective from 1st April, 2006.

At the aforesaid Annual General Meeting, the Shareholders also approved that any time during the period of five years commencing from 1st April, 2006 the Company does not have a Managing Director/Wholetime Director/Manager the above commission shall be paid at a rate not exceeding three percent of the Net Profits of the Company.

Approval of the Members is sought to pay the commission on the same lines for the further period of five years commencing from 1st April, 2011.

All the Directors of the Company are interested in the aforesaid Resolution.

Item No. 8:At the Twenty-sixth Annual General Meeting of the Company held on 20th September, 1990, the Board of Directors was authorized to borrow for the purposes of the business of the Company a sum not exceeding ` 20,00,00,000/- excluding temporary loans obtained from the Bankers in the ordinary course of business.

Company has undertaken project at Dahej timely implementation of which will need support of short term funding. The present limit upto which the Directors are empowered to borrow would therefore, need an upward revision. Hence the Resolution at item no. 8 seeking consent of the Members to empower the Board of Directors to borrow for the purpose of the Company’s business, in excess of the paid-up Capital and free reserves upto a limit of ` 30,00,00,000/- excluding temporary loans obtained from the Bankers in the ordinary course of business.

By Order of the Board of Directors

(Dilip S. Nagle)Company Secretary

Registered Office:Prospect Chambers, 317-21 Dr. D. N. Road,Mumbai 400 001

Date: 23rd July, 2011.

The Last Five Years2006-07` Lakhs

2007-08` Lakhs

2008-09` Lakhs

2009-10` Lakhs

2010-11` Lakhs

1. TURNOVER:(Excluding Excise Duty)

Domestic Sales 5,504.37 7,374.21 6,842.18 6,555.22 6,966.26

Export Sales 525.21 545.36 478.44 324.07 326.57

Total Turnover 6,029.58 7,919.57 7,320.62 6,879.29 7,292.83

2. PROFIT/(LOSS):

For the year Before Tax 377.81 584.34 528.62 384.30 207.54

For the year After Tax 242.83 375.75 388.78 259.33 137.19

3. CAPITAL:

Equity Capital 451.97 451.97 451.97 451.97 451.97

(Including Bonus & Rights Issue)

Redeemable Preference Captial — — — — —

4. RESERVES & SURPLUS:

(Excluding Revaluation Reserves)

Capital Reserve 35.00 35.00 25.00 25.00 25.00

Share Premium Account 222.45 70.38# 70.38# 70.38# 70.38#

General Reserve 441.79 616.79 666.79 696.79 711.79

Profit & Loss Account 36.67 76.99 234.21 330.35 373.74

Total Reserves & Surplus 735.91 799.15 996.38 1,122.52 1,180.91

5. DIVIDEND:

Amount on Equity Capital ` Lakhs 99.43 158.19 158.19 112.99 67.80*

% of Equity Capital % 22 35 35 25 15*

* Proposed dividend.

# After adjustment for diminution in value of investment in shares.

The Directors are pleased to present the Forty Seventh Annual Report together with the audited accounts of the Company for the year ended 31st March, 2011.

2010-2011` in lakhs

2009-2010` in lakhs

FINANCIAL RESULTS

Turnover (Excluding Excise Duty)/Income from operations 7400.40 6977.46

Gross profit 408.33 594.56

Less: Depreciation 200.79 210.26

Profit before taxation 207.54 384.30

Provision for Taxation

Current Tax 99.00 116.59

Deferred Tax (28.65) 8.38

Profit after tax 137.19 259.33

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

Balance brought forward from Previous year 330.35 234.21

Amount available for appropriation 467.54 492.11

Your Directors have made the following appropriations:

(i) Proposed Dividend 67.80 112.99

(ii) Corporate Dividend Tax 11.00 18.77

(iii) Transfer to General Reserve 15.00 30.00

(iv) Balance carried to Balance Sheet 373.74 330.35

467.54 492.11

Turnover (excluding Excise Duty)/Income from Operations:

Boron based products 7,113.58 6,666.36

Borotik — 7.62

Wind Mill Farm 107.57 98.16

Others 179.25 205.32

Total Turnover/Income from operations 7,400.40 6,977.46

DIVIDEND

The Directors recommend a dividend of ` 1.50 per Equity Share (15%) on 45,19,698 Equity Shares of ` 10/- each for the financial year ended 31st March, 2011 (Previous Year – ` 2.50 per share – 25%) which if approved at the forthcoming Annual General Meeting will be paid to those whose names appear:

(i) as Beneficial Owners at the end of the business hours on 26th August, 2011 as per the list to be furnished by the National Securities Depository Ltd. and the Central Depository Services (India) Ltd. in respect of the Equity Shares held in electronic form;

(ii) as Shareholders in the Register of Members of the Company after giving effect to all valid transfers in physical form lodged with the Company on or before 26th August, 2011.

Directors’ Report (including Management Discussion and Analysis Report)

MANAGEMENT DISCUSSION & ANALYSIS

(a) Overview of operations

The Company recorded turnover of ` 7,400.40 lakhs in comparison to the turnover of ` 6,977.46 lakhs in the previous year. During the year, there was an unprecedented increase in the prices of imported raw materials, which has adversely impacted the performance of the Company. In addition, increased cost of power and fuel along with increased employee cost due to settlement of long pending union agreement, also affected performance.

During the year under review, performance of Wind Mill Farm was also affected due to heavy rain fall in Maharashtra and Gujarat which resulted in lower generation of power to 21,38,271 units as compare to 24,35,593 units during the previous year. However income from Wind Mill Farm has marginally increased to ` 107.57 lakhs as against ` 98.16 lakhs for the previous year due to increase in power tariff.

The Gross Profit before Tax & Depreciation is reduced to ` 408.33 lakhs from ` 594.56 lakhs in the previous year.

After providing ` 70.35 Lakhs for current and deferred taxes, your Company has earned profit of ` 137.90 lakhs as against ` 259.33 lakhs for previous year.

Your Directors take this opportunity to assure that all efforts will be made by the management to sustain growth and margins while consolidating retained earnings.

(b) Industry Structure, Development

Chemical Division

Your Company enjoys the status of being one of the largest manufacturers of quality boron products. With its strong technical background, coupled with established marketing network and customer friendly approach, your Company continues to be a market leader.

Your Company’s Quality management system has been certified by Bureau of Vertias Quality International (BVQI) for ISO 9001:2008 for manufacture of boron and speciality boron products.

It is gratifying to note that the growth trend particularly that of the speciality boron chemicals manufactured by the Company continues. The said growth has been broad based both in terms of product range and market territories.

In the context of the said emerging momentum and Company’s growth plans, necessary capacity expansion is being undertaken by the Company at Dahej in the State of Gujarat.

Your Company’s R & D division continuously strives to devise various measures to develop new specaility products and has successfully developed a Potassium Tetraborate containing B 14% and K 25%. Since, this product is highly water soluble, Company has taken extensive trials on the Agricultural fields and have found this product as foliar feed to supplement boron content in the soil. Your Company has already started selling this product for Citrus fruits and Orchids in the State of Punjab. There is good market potential for this product in the domestic as well as international market in future.

Encouraged by the better yield consequent upon application of boron as a micronutrient in agriculture and to educate farmers by demonstrations regarding the benefits of use of Boron in agriculture, your Company has planted additional trees at Ratnagiri Farm. Company expects increase in sale of Boron for use in Agriculture.

Wind Mill Farm

The Company has set up Wind Farms, one in the State of Maharashtra, at Satara consisting of 5 Nos. wind turbine generators having capacity of 1.25 MW and another 0.60 MW Capacity wind turbine generator at Kutch in the State of Gujarat.

Units of electricity generated by the wind mill farm at Satara are being used to meet part of the electricity requirement for chemical division at Ambarnath in Maharashtra State. Units of electricity generated at the Wind

Farm at Kutch are being sold to Gujarat Urja Vikas Nigam Limited under the power purchase agreement entered by Company with them.

(c) Outlook

Your Company enjoys the status of providing quality products at reasonable prices. The quality of our products is the best available in the market and Company expects improvement in the demand for the Company’s products including products for Agriculture Sector.

(d) Opportunity, threats, risks and concerns

While your Company is expecting favourable growth ahead, rising cost of imported raw material, power & fuel, interest cost and rising imports of finished product is matter of concern.

The rising cost of import, especially in respect of boron products is a limiting factor as boron manufacturing is fully dependent on imported raw material. Procurement of quality raw material at competitive rates is a matter of concern which involves exchange risk. Moreover, the marginal difference in custom duty on imported raw materials and finished products is likely to affect the margins of the Company.

The generation of electricity at Wind Mill Farm totally depends on the nature which can have adverse effect on the generation of power at the Wind Mill Farms.

(e) Adequacy of internal controls

The Company has an established independent and adequate system of internal controls commensurate with nature of its business and size of its operation to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and those transactions are authorized, recorded and reported correctly. This system also complies with the suggestions of the Statutory Auditors of the Company, if any, from time to time. The internal control systems are supplemented by regular reviews by the by the management of the Company.

(f) Human Resource Development

As a matter of routine, the Company undertakes periodic review of its HR policies and encourages the best performance at all times. The Company also provides regular training to its workforce which allows employees to keep themselves abreast of the changing environment as well as develop new skills.

(g) Cautionary Statement

Certain statements in the “Management Discussion and Analysis Section” may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The Company cannot guarantee the accuracy of assumptions and perceived performance of the Company in future. Therefore, it is cautioned that the actual results may materially differ from those implied in the report.

CREDIT RATING

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

POLLUTION & SAFETY

Stringent controls and strict monitoring of liquid effluents are carried out regularly to restrict pollution to the minimum and keep it within the limits prescribed by the statutory authorities.

SUBSIDIARY COMPANY

Borax Morarji (Europe) GmbH, Germany a 100% wholly owned subsidiary of your Company having its office in Germany, is engaged in trading of chemicals. This Company has been floated to comply with German Regulations for exporting boron and other speciality chemicals to Europe.

Your Company has availed exemption from the provision of Section 212 of the Companies Act, 1956; therefore, the Balance Sheet of Borax Morarji (Europe) GmbH, Germany is not attached to the accounts of the Company for the year ended 31st March, 2011. However, the annual accounts of the subsidiary are available for inspection at the office of the Company and the related detailed information will be made available to the Shareholders when asked for.

CONSOLIDATION OF ACCOUNTS

In pursuance of the mandatory compliance of the Accounting Standard 21, as issued by the Institute of Chartered Accountants of India, the Company has presented Consolidated Financial Statements for the year under Report, consolidating its Accounts with the Accounts of its Wholly Owned Subsidiary Company, viz., Borax Morarji (Europe) GmBh, Germany. A separate Report of the Statutory Auditors on the Consolidated Financial Statements also forms part of the same.

FIXED DEPOSITS

Out of deposits maturing during the year, a total amount of ` 6,53,000/- remained unclaimed as on 31st March, 2011 of which ` 2,20,000/- has since been renewed/repaid. Necessary follow-up is being made with the remaining deposit holders.

DIRECTORS

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

CEO & Manager

The Board of Directors have re-appointed Mr. H. T. Kapadia as Chief Executive Officer and Manager with effect from 1st April, 2011 for a period of 1 (one) year subject to the approval of Members in the ensuing Annual General Meeting. Mr. Kapadia has vast experience and he is associated with the Company for more than two decades.

ISSUE OF RIGHTS SHARES

An Approval of Members was obtained through Postal Ballot in month of April, 2011 wherein the Directors have been delegated power to determine the terms and conditions of issue and to do all such acts that may be necessary. Subject to the requisite approval Right Issue is expected by the end of October/ November, 2011.

DAHEJ PROJECT

As the Shareholders are aware, our Company has acquired land admeasuring 90,103 sq.m. at Dahej, District – Bharuch in the State of Gujarat for manufacturing boron based chemicals with expanded capacity since space available at Ambarnath is not adequate for expansion. Necessary approvals for setting up the project such as environmental and pollution control approvals have been obtained from respective authorities. Civil construction activities at site have been started.

Company has planned to set up manufacturing activity in a phased manner, the first phase of production activity is expected to commence in the first quarter of financial year 2012-2013.

OBSERVATIONS OF THE AUDITORS IN THEIR REPORT TO THE MEMBERS

With regards to the observation of the Auditors under Sr. No. 5 in their report to the Members of the Audited Accounts for the year ended 31st March, 2011, in respect of loss of Stock in Chemical Division due to flood during

June, 2002, the Board noted that an amount of ` 71,65,255/- lakhs is receivable from the insurer viz., New India Assurance Company Limited. For this recovery, the Company has filed a complaint with the State Consumer Redressal Commission (SCRC), Mumbai and the Commission has passed an interim order in favour of the Company for ` 6,92,559/- which Company has withdrawn on furnishing Bank Guarantee. SCRC has yet to issue a notice to fix date for Final Hearing in the matter. The Management is hopeful of a favourable decision, therefore, no provision in this regard is considered necessary.

Under Sr. No. 6, regarding the amount of ` 22,25,557/- overdue for more than one year, the Management is hopeful of arriving at amicable settlement with the party.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended 31st March, 2011;

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

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

AUDITORS

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

COST AUDITOR

To comply with the directive of the Government of India, Department of Company Law Affairs, Cost Audit Branch, New Delhi, the Board of Directors appointed Mr. S. S. Dongare as the Cost Auditor on a remuneration of ` 35,000/- for the accounting year ending 31st March, 2012 for the audit of the cost accounts in respect of Boric Acid.

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2011, there was no employee within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

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

CORPORATE GOVERNANCE

The Company has complied with the provisions of Corporate Governance under the Listing Agreement with the Stock Exchange for the year 2010-2011. A separate report on Corporate Governance is sent herewith as part of the Annual Report along with the Auditors’ Certificate on compliance.

ACKNOWLEDGMENTS

The Directors are thankful to all the Stakeholders, various Government Departments, Banks and Employees for their valuable co-operation and assistance during the year.

For and on behalf of the Board of Directors

L. N. GoculdasChairman

Mumbai,Date: 23rd July, 2011.

Annexure

ANNEXURE TO DIRECTORS’ REPORT

Information under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

I. Conservation of Energy

(a) Energy Conservation Measures taken Installation of Frequency Converter to optimize power consumption at various rotation equipments.

(b) Addition investments and proposals, if any, being implemented for reduction of consumption of energy

Being studied.

(c) Impact of measures at (a) & (b) above for reduction of energy

Reduction in the cost of production.

FORM A(Form for disclosure of particulars with respect to conservation of energy)

A. Power and Fuel Consumption

Current Year (ended on 31-3-2011)

Previous Year (ended on 31-3-2010)

1. Electricity:

(a) Purchased:

Units/KWH 34,51,136 33,69,447

Total amount (` Lakhs) 195.19 177.38

Rate/Unit ` 5.66 5.26

(b) Own generation:

(i) Through Diesel Generator:

Units/KWH 3,869 1,050

Units per litre of Diesel Oil 2.70 2.80

Cost of Unit of Diesel Oil `/KWH 15.77 12.69

(ii) Through Wind Mill Farm:

Units/KWH 21,38,271 24,35,593

2. Coal:

Quantity (Tonnes) 6,652 5,905

Total Cost (` Lakhs) 303.84 257.63

Average rate (`/Tonne) 4,568 4,363

3. Furnace Oil/Diesel Oil/

Quantity (litres) 1,438 375

Total amount (` Lakhs) 0.58 0.13

Average rate (`/litre) 40.58 35.54

B. Consumption per unit of production:

Current Year (ended 31-3-2011) Previous Year (ended 31-3-2010)

Elec. Units Diesel/L.D. Coal Elec. Units Diesel/L.D. Coal

(KWH) Oil (litre) (MT) (KWH) Oil (litre) (MT)

Product:

Borax 55 — — 55 — —

Boric Acid 245 — — 240 — —

Boric Acid SQ 450 — — 430 — —

ll. Technology Absorption

FORM B

(See Rule 2)

(Form for disclosure of particulars with respect to Technology Absorption)

1. Specific area in which R & D carried out : (a) Commercial production of value added boron products (after successful trials at Laboratory & Pilot Plant levels) is being taken up as per the requirements of local/overseas markets.

(b) Manufacture of Speciality Boric Acid (extra pure) and boron based fire retardant for local/export markets.

(c) Use of boron as a micro-nutrient fertilizer in cash crops like Soyabean, Cotton, oil seeds, sugar cane, etc.

2. Benefits derived as a result of the above : Since there is growth potential in both domestic and overseas markets, promotion of these products will be to the advantage of the Company.

3. Future Plan of Action : Developing new areas of application of value added boron products.

4. Expenditure on R & D

(a) Capital : ` Nil

(b) Recurring : ` 2,69,695/-

(c) Total : ` 2,69,695/-

(d) Total R & D Expenditure as a percentage of total turnover 0.04%

Technology Absorption, Adaptation and Innovation

1. Efforts, in brief, made towards technology absorption and innovation

After successful attainment of LPG as an alternative to LDO for Spray Drying Unit similar cost reducing measures are being studied.

2. Benefits derived as a result of the above efforts, e.g. product improvement cost reduction, product development, import substitution

There will be cost saving with resultant reduction in the manufacturing cost.

3. In case of imported technology (imported during the last five years, reckoned from the beginning of the financial year), following information may be furnished

Not Applicable

(a) Technology imported —

(b) Year of import —

(c) Has technology been fully absorbed? —

(d) If not fully absorbed, areas where this has not taken place (reason and future plans of action)

III. Foreign Exchange Earning and outgo

The particulars of foreign exchange earned/utilized during the year are given on Page No. 41, Item No. v, vi, and vii under Schedule M.

In compliance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Mumbai, the Company submits the report on the matters mentioned in the said Clause and practice followed by the Company.

I. MANDATORY REQUIREMENTS

1. Company’s philosophy on Code of Governance:

Your Company believes that compliance of the cardinal principles of Corporate Governance, namely, transparency, integrity and accountability together with adherence to obligations under relevant laws and regulations is essential for a disciplined and continuous progress of an enterprise which aims at maximisation of shareholder value. Accordingly, the Company is committed to adhere to all the requirements of the Corporate Governance.

Your Company has implemented the guidelines stipulated by SEBI under Clause 49 of the Listing Agreement.

The Report on Corporate Governance followed by the Company for the year ended 31st March, 2011 is as under:

2. Board of Directors

(a) Composition of the Board (as on 31-03-2011):

The Board of Directors as on 31st March, 2011 consisted of 6 Non-Executive Directors, besides one Alternate Director. Chairman of the Board is Non-Executive and also is a promoter of the Company. As per Clause 49 (as modified by SEBI Circular No. DVS/COMP/Cir-49/68/2008 dated 8th April, 2008) of the Listing Agreement, where the Non-Executive Chairman is a promoter of the Company, at least one half of the Board of the Company shall consist of Independent Directors. The Board of Directors comprises of 3 Independent Directors as on 31st March, 2011.

The table below explains the detail:

Sr No.

Name of the Director Category of Directorship

No. of Board Meetings attended

Attendance at the last AGM held on 2nd September, 2009

No. of other Directorships held @

No. of Board Committees of other Companies in which Member/Chairman*

1. Mr. L. N. Goculdas Chairman Non-Executive, Promoter Group

6 Yes 1 1

2. Mr. S. K. Diwanji Non-Executive, Independent

6 Yes 4 —

3. Mr. Ranjan Sanghi Non-Executive, Independent

6 Yes 5 2/1

4. Mr. Bimal L. Goculdas Non-Executive, Promoter Group

6 Yes — —

5. Mr. B. C. Shah Non-Executive, Independent +

1 No — —

6. Mr. S. V. Joshi Non-Executive, Independent

6 Yes — —

7. Ms. Mitika Goculdas Non-Executive, Promoter Group, Additional Director

6 Yes — —

8. Mr. D. S. Parekh Alternate Director $ — No 12 2/5

@ Excludes Foreign Companies, Private Companies and Alternate Directorships.

+ Ceased w.e.f. 30th June, 2010.

$ Alternate Director to Ms. Mitika L. Goculdas.

* Includes membership/chairmanship of Audit Committee and the Shareholders’ Grievance Committee only.

Report on Corporate Governance

(b) Board Meetings:

In accordance with the provisions of Clause 49 of the Listing Agreement the Board meets at least 4 times a year and the gap between two Board Meetings is not more than 4 months as per Clause 49 of the Listing Agreement.

Six Board Meetings were held during the financial year 2010-2011.

The dates on which the said meetings were held are as follows:

9th April, 2010; 21st May, 2010; 28th July, 2010; 3rd September, 2010; 4th November, 2010 and 31st January, 2011.

(c) Details of Directors being re-appointed at the ensuing Annual General Meeting to be held on 9th September, 2011:

Mr. Laxmikumar N. Goculdas:

Mr. Laxmikumar N. Goculdas aged 67 is the Chairman of the Company. He is an industrialist with rich business experience of more than 45 years. Besides he is Chairman of Dharamsi Morarji Chemical Company Limited. Mr. Goculdas is associated with the Company as Director since 1997. He is a member of Audit Committee and Chairman of Shareholders Grievance Committee.

He is Audit Committee member of Dharamsi Morarji Chemical Company Limited.

Mr. Goculdas holds 2,25,000 Equity Shares of the Company. As an executor to the estate of Late Shri R. M. Goculdas he holds 3,69,017 Equity Shares of the Company.

Mr. Sanjeev V. Joshi:

Mr. Sanjeev V. Joshi, aged 51 years, is a Member of the Institute of Chartered Accountants of India. He is a Practising Chartered Accountant with wide experience in corporate finance. He is also the Proprietor of M/s. Sanjeev V. Joshi & Company, Chartered Accountants, Mumbai. Mr. Joshi has been associated with the Company as Director since 2005.

Mr. Sanjeev V. Joshi holds 516 Equity Shares of the Company as on 31st March, 2011.

3. Audit Committee

Composition, Names of Members and Chairman:

The Audit Committee comprises of three Non-Executive Directors, viz., Mr. S. K. Diwanji as Chairman, Mr. L. N. Goculdas and Mr. S. V. Joshi Members. Mr. S. K. Diwanji is a Solicitor by profession. Mr. L. N. Goculdas is also well known Industrialist. Mr. S. V. Joshi is a Chartered Accountant by Profession. All the Members of the Company are professionals and are also financially literate within the meaning of Clause 2 Explanation 1 of Clause 49 of the Listing Agreement.

Mr. Dilip S. Nagle, Company Secretary, acts as the Secretary of the Committee.

Brief description of terms of reference

The terms of reference of the Audit committee are in line with the revised provisions of Clause 49 of the Listing Agreement. The broad terms of reference of the Audit Committee are to review with the Management and/or Internal Auditors and/or Statutory Auditors in the following areas:

(i) Overview of the Company’s financial reporting process and financial information disclosures;

(ii) Compliance with (1) Accounting Standards (2) Listing and other legal requirements concerning financial statements including applicable laws and regulations;

(iii) Recommending the appointment and removal of internal, statutory and cost auditors and fixation of Audit Terms;

(iv) Review with the Management:

(a) the annual and quarterly financial statements before submission to the Board and

(b) the external and internal Audit Reports, the adequacy of internal control systems

(c) review of Management Discussion & Analysis of financial condition and results of operations

(d) review of related party transactions.

Meetings and Attendance during the financial year 2010-2011

Four Meetings of the Audit Committee were held during the financial year 2010-2011, viz., 21st May, 2010; 28th July, 2010; 4th November, 2010 and 31st January, 2011.

All the members of the Committee were present at all the four Meetings. The Statutory Auditor attended all four meetings. Internal Auditors attended 3 meetings while the Cost Auditor could not any of the meetings. The Chairman of the Audit Committee, Mr. S. K. Diwanji was present at the Annual General Meeting held on 3rd September, 2010.

4. Remuneration Committee:

As per the Listing Agreement, Remuneration Committee is not a mandatory requirement. However, in March, 2005, in compliance with the requirements of Schedule XIII of the Companies Act, 1956 for payment of annual salaries and perquisites to the Managing Director of the Company, a Remuneration Committee was constituted.

The Remuneration Committee presently consists of 3 Non-Executive Independent Directors, viz., Mr. S. K. Diwanji (Chairman), Mr. Ranjan Sanghi and Mr. S. V. Joshi, Members.

There were no meetings of the Remuneration Committee during the financial year 2010-2011.

There has been no materially significant related party transaction, pecuniary relationships or transactions between the Company and its directors for the year ended 31st March, 2011 that may have a potential conflict in the interest of the Company at large.

Details of remuneration paid to all the directors during the year 2010-2011 are as below:

Sr. No.

Name of the Directors Sitting Fees for Board & Committee Meetings

(`)Remuneration

(`)Total (`)

1. Mr. L. N. Goculdas, Chairman 1,00,000/- 87,139/- 1,87,139/-

2. Mr. S. K. Diwanji 1,00,000/- 29,046/- 1,29,046/-

3. Mr. Ranjan Sanghi 60,000/- 29,046/- 89,046/-

4. Mr. B.L. Goculdas 60,000/- 29,046/- 89,046/-

5. Mr. B.C. Shah (upto 30th June, 2010) 10,000/- 6,620/- 16,620/-

6. Mr. S.V. Joshi 1,00,000/- 29,046/- 1,29,046/-

7. Ms. Mitika L. Goculdas 60,000/- 14,523/- 89,046/-

8. Mr. D. S. Parekh (Alternate to Ms. M. L. Goculdas)

— 14,523/- 14,523/-

9. Mr. H. T. Kapadia, Chief Executive Officer — 24,01,471/-* 24,01,471/-*

Salary (including HRA) ` 13,80,000/-

Perquisites ` 8,87,443/-

Contribution to Provident fund ` 1,34,028/-

*Total ` 24,01,471/-

Note: Mr. S. V. Joshi (Practising Chartered Accountant) is the proprietor of M/s. Sanjeev V. Joshi & Co., Chartered Accountants, who are the Statutory Auditors as well as retainer for taxation matters in respect of the Proprietary/Partnership/Private Limited Companies of Promoter Director/Chairman of the Company. The Fees earned by the firm constitutes less than 30% of the total earnings. As per the legal opinion sought on the subject of independence of Mr. S. V. Joshi, M/s. Sanjeev V. Joshi & Co., do not have material association with the said Proprietary/Partnership/Private Limited Companies of the Promoter/Director/Chairman of the Company.

Chief Executive Officer & Manager

Considering the vast experience of Mr. H. T. Kapadia, having been associated with the Company for more than 2 (two) decades as its Director/Managing Director, the Board Re-appointed Mr. H. T. Kapadia, subject to the approval of the shareholders at the ensuing Annual General Meeting, as the Chief Executive Officer & Manager of the Company for a period of 1 year from 1st April, 2011 on the terms and conditions as set out in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Non-Executive Directors

The Non-Executive Directors are paid, as approved by the members at the Annual General Meeting held on 21st September, 2005, sitting fees of ` 10,000/- for every Board/Committee Meeting attended by them (restricted by the Members of the Remuneration Committee by themselves to ` 5,000/- for each meeting of the Remuneration Committee).

The Non-Executive Directors held shares as under:

Name of the Non-Executive Director No. of shares (as on 31-3-2011)

Mr. L. N. Goculdas 2,25,000

Mr. L. N. Goculdas executor to the estate of Late Shri R. M. Goculdas 3,69,017

Mr. D. S. Parekh (Alternate to Ms. M. L. Goculdas) Nil

Mr. S. K. Diwanji Nil

Mr. Ranjan Sanghi Nil

Mr. B. L. Goculdas 2,500

Mr. B. C. Shah Nil

Mr. S. V. Joshi 516

Ms. Mitika L. Goculdas Nil

5. Shareholders/Investors’ Grievance Committee

The present Shareholders’/Investors’ Grievance Committee comprises of three Directors, viz., Mr. L. N. Goculdas (Chairman), Mr. S. K. Diwanji, Late Shri. B. C. Shah (upto 30th June, 2010) and Mr. Ranjan Sanghi (from 28th July, 2010).

The Committee is vested with the requisite powers and authorities, to specifically look into the redressal of Sharehlolders’ and investors’ complaints like transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividends, etc.

In order to facilitate filing of complaints, if any, by the shareholders, the Company has its website, viz., www.boraxmorarji.com.

During the financial year 2010-2011 two complaints were received during June, 2010 quarter & one complaint was received during September, 2010 and were resolved in same quarter.

6. General Body Meetings

Details of the last 3 Annual General Meetings are as under:

1. 46th Annual General Meeting : 3rd September, 2010 at 11.30 a.m.Indian Merchants’ Chamber Conference Hall, (Walchand Hirachand Hall), IMC Marg, Churchgate, Mumbai 400 020

2. 45th Annual General Meeting : 2nd September, 2009 at 11.30 a.m.Indian Merchants’ Chamber Conference Hall, (Walchand Hirachand Hall), IMC Marg, Churchgate, Mumbai 400 020

3. 44th Annual General Meeting : 23rd July, 2008 at 11.30 a.m.Indian Merchants’ Chamber Conference Hall, (Walchand Hirachand Hall), IMC Marg, Churchgate, Mumbai 400 020

A Special Resolution relating to the re-appointment of Chief Executive Officer & Manager was passed at the 46th Annual General Meetings.

A Special Resolution relating to the appointment of Chief Executive Officer & Manager was passed at the 45th Annual General Meetings.

During the year 2010-2011 no Resolution was passed by Postal Ballot.

7. Disclosures

(a) Related party transactions

The Company has not entered into any materially significant related party transactions with its Promoters, Directors or Management and their relatives, etc. that may have a potential conflict with the interest of the Company.

Transactions with the related parties are disclosed in No. 16 of Schedule M to the financial statements in the Annual Report.

The Audit Committee has reviewed the related party transactions as mandatorily required under Clause 49 of the Listing Agreement and found them to be not materially significant.

(b) Compliance by the Company

The Company has complied with the requirements of regulatory authorities on capital markets and no penalties/ strictures have been imposed against it in the last three years.

The Company has adopted a Risk Management Policy.

(c) Insider Trading Policy

The Company has adopted a share dealing code for the prevention of insider trading in the shares of the Company. The share dealing code, inter alia, prohibits purchase/sale of the shares of the Company by employees while possession of unpublished price sensitive information in relation to the Company.

8. Means of Communication:-

(a) Quarterly Results: The Unaudited quarterly results are announces within 45 days from the end of the quarter and the audited annual

results within 60 days from the end of the last quarter, as stipulated under Listing Agreement with the Bombay Stock Exchange.

(b) Half yearly Report sent to each household of Shareholders: No

(c) Newspaper wherein result normally published: “Free Press Journal” (English) and “Nav Shakti” (Marathi, the regional language)

(d) Any website, where displayed: www.boraxmorarji.com and www.bseindia.com

(e) Whether website also displays officials news release: No

(f) Whether presentations made to institutional investor or to the analysts: No

(g) Management Discussion & Analysis Report: The Report of the Directors, forming part of the Annual Report includes “Management Discussion & Analysis

Report”.

9. General Sharehlolder Information

(i) 47th Annual General Meeting

Date & Time 9th September, 2011 at 11.30 a.m.

Venue Indian Merchants’ Chamber Conference Hall

(Walchand Hirachand Hall), IMC Marg,

Churchgate, Mumbai 400 020.

Financial calendar for the year 2011-2010 (tentative)

June 30, 2011 By end of July, 2011

September 30, 2011 By mid of November, 2011

December 31, 2011 By mid of February, 2012

March 31, 2012 By end of April/May 2012

(ii) Book Closure 26th August, 2011 to 9th September, 2011

(both days inclusive)

(iii) Dividend Payment Date 19th September, 2011

(iv) Listing on Stock Exchange The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and the listing fee for the years 2010-2011 and 2011-2012 have been paid to the Stock Exchange.

(v) Stock Code 506315, Bombay Stock Exchange Limited (BSE)

Demat ISIN No. INE658B01015

(vi) Stock Market Data (for face value of ` 10/- per Share):

Month High (Rs.) Low (Rs.) No.of Shares No. of Trades Total Turnover (Rs.)

April, 2010 81.70 58.00 133371 1415 9328057

May, 2010 71.95 60.30 28760 412 1900500

June, 2010 68.00 59.25 40787 474 2534881

July, 2010 84.20 62.10 789490 3951 63044182

August, 2010 83.00 61.95 849321 4926 64406433

September, 2010 69.00 60.00 139674 981 8797996

October, 2010 72.60 59.25 200216 1540 12654964

November, 2010 66.00 55.05 60963 946 3729152

December, 2010 60.70 51.50 59669 491 3275497

January, 2011 60.85 49.00 40131 476 2138033

February, 2011 54.90 43.55 22220 370 1059189

March, 2011 56.70 43.05 44173 576 2053617

(vii) Registrars and Transfer Agents

LINK INTIME INDIA PVT. LTD. [formerly Intime Spectrum Registry Ltd.] (Unit: Borax Morarji Limited) C-13 Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West), Mumbai 400 078 (Tel. No. 2596 3838)

Share Transfer System

Applications for transfer of shares held in physical form are received at the office of the Registrars & Share Transfer Agents of the Company. All valid transfers are processed and effect within 20 days from the date of receipt.

Shares held in dematerialized form are electronically traded by the Depository Participants and the Registrars & Share Transfer Agents of the Company periodically from the Depository Participants details of beneficiary holdings so as to enable them to update their records and to send all corporate communications, dividend warrants, etc.

Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt provided they are in order in every respect. Bad deliveries are immediately returned to the Depository Participants under advice to the shareholders.

(viii) Shareholding Pattern and Distribution of Shareholding

(a) Shareholding pattern as on 31st March, 2011

Category No. of shares held

% of shareholding

Promoters [including NRI Promoter(s) & Promoter Group] 29,04,964 64.27

Mutual Funds and UTI 1,210 0.03

Banks, Financial Institutions, Insurance Companies 33,483 0.74

Private Bodies Corporate 1,53,291 3.39

Indian Public 13,96,877 30.91

NRI 29,873 0.66

Total 45,19,698 100.00

(b) Distribution of Shareholding as on 31st March, 2011

Group of Shares Shareholders % age Shares % age

1 to 500 3,379 85.94 4,52,596 10.01

501 to 1000 287 7.30 2,22,824 4.93

1001 to 2000 150 3.82 2,19,119 4.85

2001 to 3000 43 1.09 1,11,106 2.46

3001 to 4000 17 0.43 60,955 1.35

4001 to 5000 8 0.20 37,482 0.83

5001 to 10000 19 0.48 1,38,320 3.06

10001 and above 29 0.74 32,77,296 72.51

Total 3,932 100.00 45,19,698 100.00

(ix) Dematerialisation of shares and liquidity

As on 31st March, 2011, out of 45,19,698 Equity Shares of the Company, Equity Shares representing 90.83% have been dematerialized by Shareholders.

The total number of shareholders of the Company is 3,932.

The Company has not issued any GDRs, ADRs, Warrants or any Convertible Instruments, the conversion of which will have an impact on the Equity Shares of the Company.

(x) Plant locations

The Company’s plants are located at:

(1) Mahatma Gandhi Road, Ambarnath 421 501 Dist. Thane, Maharashtra

(2) Thosghar/Maloshi/Vankusawade, Dist. Satara, Maharashtra

(3) Nani Sindhodi, Kutch, Gujarat

(xi) Company’s address for correspondence:

Company Secretary, Borax Morarji Limited, Mahatma Gandhi Road, Ambarnath 421 501, Dist. Thane, Maharashtra Tel.: (0251) 2682271/72 Fax (0251) 2682943 E-mail: investorcare@boraxmorarji.com

10. Code of Conduct

As required by Clause 49 I (D) of the Listing Agreement, the Company has formulated a Code of Conduct for all Directors and Senior Management of the Company and the same was adopted by the Board at its meeting held on 30th January, 2006. The Code is also available on the Company’s official website, viz.,www.boraxmorarji.com. All the Directors and Senior Management Personnel have affirmed compliance with the said Code of Conduct for the year ended 3lst March, 2011.

11. CEO/CFO Certification

The Company, with effect from the financial year ending 3lst March, 2006 is duly placing a certificate to the Board from the Chief Executive Officer/General Manager – Finance in accordance with the provisions of Clause 49 (V) of the Listing Agreement. The aforesaid certificate duly signed by the Chief Executive Officer/General Manager – Finance in respect of the financial year ended 31st March, 2011 has been placed before the Board in the meeting held on 30th May, 2011.

II. NON-MANDATORY REQUIREMENTS

Chairman’s Office

The Chairman, Mr. L. N. Goculdas, has his office in Mumbai, and, therefore, has not sought maintenance of the Chairman’s Office at the Registered Office premises of the Company.

Remuneration Committee

Details are given under the heading “Remuneration Committee”.

Shareholders’ rights

The half yearly financial results, after they are taken on record by the Board of Directors, are forthwith sent to Bombay Stock Exchange Limited. The results, in the prescribed proforma, are published in the following newspapers, viz., Nav Shakti & Free Press.

Therefore, the results are not separately circulated to all shareholders.

Audit Qualifications

During the year under review, there were two audit qualifications in the Company’s financial statements which have been explained in detail in the Notes to Accounts.

Whistle Blower Policy

The Company at present does not have any Whistle Blower Policy.

Declaration by the CEO under Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct.

In accordance with Clause 49 Sub-clause 1(D) of the Listing Agreement with the Bombay Stock Exchange Limited, I hereby confirm that all the Directors and the Senior Management Personnel of the Company have affirmed compliance to the Code of Conduct for the financial year ended 31st March, 2011.

For Borax Morarji Limited

H. T. Kapadia (Chief Executive Officer & Manager)

Place : Mumbai Date : 23rd July, 2011

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCETo the Members of Borax Morarji Limited

We have examined the compliance of conditions of Corporate Governance by Borax Morarji Limited for the year ended March 31, 2011 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For K. S. Aiyar & Co.,Chartered Accountants

Satish Kelkar PartnerMumbai, 23rd July, 2011 M. No. 38934

Auditor's Report To,The Members of Borax Morarji Ltd.,1. We have audited the attached Balance Sheet of Borax Morarji Ltd., as at 31st March, 2011, and also the Profit and Loss

Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable;

(e) On the basis of written representations received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on 31st March, 2011 from being appointed as a director, in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) Advance recoverable in cash or in kind include ` 64,72,697/- in respect of loss of stock in Chemical Division due to flood during June, 2002. The Solicitors have advised the Company to file proceedings against New India Assurance Company limited (NIACL) with the Consumer Disputes Redressal Commission. The Commission while allowing the interim relief directed NIACL to deposit a sum of ` 6,92,558/- with it, which the Company has withdrawn upon furnishing the necessary bank guarantee. Though the Management is hopeful of the full recovery of the claim, we are not certain of the quantum of settlement of the same. (Refer Note 10(c)- Schedule M of Notes to Accounts).

(g) Sundry Debtors includes recoverable from a party amounting to ` 22,25,557/- which is overdue for more than one year and is disputed by the party. No provision has been made against this amount as in the opinion of the Management it is fully recoverable though we are not certain of the quantum of the final recovery.

(h) Subject to (f) and (g) above, the net impact of which on the Profit and Loss Account and on the Reserves is unascertained, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

(ii) in the case of the Profit and Loss account, of the profit of the Company for the year ended on that date and

(iii) in the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

For K. S. Aiyar & Co.Chartered Accountants

FRN: 100186W

Satish KelkarPartner

(M. No. 38934)Place : MumbaiDate : 30th May, 2011.

Standalone-Boarx.indd 23 8/8/2011 2:12:51 PM

ANNEXURE TO THE AUDITOR’S REPORT

(REFERRED TO IN PARAgRAPH 3 OF OUR REPORT OF EVEN DATE)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) A substantial portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has disposed off all assets of its Timber Division during the year. According to the information and explanation given to us; we are of the opinion that the disposal of the fixed assets has not affected the going concern status of the Company.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and properly dealt with in the books of account.

(iii) (a) The Company has not granted any loans, secured or unsecured to the Companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, sub clause (b), (c) and (d) are not applicable.

(e) The Company has taken unsecured loan from one Company, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, the details of which is as under:

Opening balance (`)

Taken during the year (`)

Closing balance (`)

1,00,00,000/- 1,00,00,000/- 2,00,00,000/-

(f) The loans taken by the Company are interest free and no terms of repayment have been stipulated. In our opinion, the rates of interest and other terms and conditions of loans taken by the Company are not prima facie prejudicial to the interest of the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, these transactions have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. As informed to us, no order has been passed by the Company Law Board, National Law Tribunal or Reserve Bank of India or any other court or any other tribunal.

(vii) In our opinion and according to the explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records in respect of Boric Acid under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination with a view to determine whether they are accurate.

(ix) (a) According to the records of the Company, the Company is regular in depositing Provident Fund, Investor Education Protection Fund, Employees’ State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty,

Excise-Duty, Cess and other material statutory dues applicable to it during the year with appropriate authorities. Based on our audit procedures and according to the information and explanations given to us, there are no arrears of undisputed statutory dues which remained outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues of Sales Tax, Income-Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute except in the case of the following:

Name of Statute/ Nature of dues

Period to which the amount relates

Forum where dispute is pending Amount involved (`)

Excise Duty 2003-04 to 2005-06 Customs Excise and Service Tax Appellate Tribunal

12,64,822/-

Customs Duty 2007-08 Assistant Commissioner of Customs 18,22,127/-

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution and banks. The Company has not issued any debentures.

(xii) Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of Clause 4 (xiv) of the Order are not applicable to the Company.

(xv) According to the information given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies during the year covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the financial year and therefore the question of creating security in respect thereof does not arise.

(xx) The Company has not raised money by public issue during the year.

(xxi) Based on the audit procedures performed and according to the information and explanations given and representations made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FRN: 100186W

(M. No. 38934)Place : MumbaiDate : 30th May, 2011.

As per our Report attached to the Balance Sheet

For M/s. K. S. AIYAR & CO.Chartered Accountants

SATISH KELKARPartnerMembership No. 38394

Mumbai, 30th May, 2011

L. N. GOCULDAS Chairman

S. K. DIWANJI DirectorR. SANGHI DirectorB. L. GOCULDAS DirectorS. V. JOSHI DirectorM. L. GOCULDAS Director

H. T. KAPADIA Chief Executive Officer

DILIP S. NAGLECompany Secretary

S. R. MOHITEGeneral Manager – Finance

Balance Sheet AS AT 31ST MARCH, 2011

As at31st March 2011

As at31st March 2010

Schedules ` ` ` `

SOURCES OF FUNDS

SHARE CAPITAL A 4,51,96,980 4,51,96,980

RESERVES & SURPLUS B 12,54,55,850 11,96,63,376

SECURED LOANS C 9,02,32,448 8,67,09,817

UNSECURED LOANS D 18,38,01,997 17,37,30,024

DEFERRED TAX LIABILITY (NET) (Refer Note No. 2) 2,40,05,369 2,68,70,306

46,86,92,644 45,21,70,503

APPLICATION OF FUNDS

FIXED ASSETS E

GROSS BLOCK 38,45,95,914 35,79,75,191

Less: DEPRECIATION 18,24,35,864 16,23,11,467

NET BLOCK 20,21,60,050 19,56,63,724

Capital Work-in-Progress 2,33,64,427 1,58,88,334

INVESTMENTS F 42,20,391 42,20,391

NET CURRENT ASSETS g

CURRENT ASSETS, LOANS AND ADVANCES

Inventories 29,89,93,621 26,96,44,662

Sundry Debtors 5,90,85,561 8,70,86,179

Cash and Bank Balances 1,37,67,022 2,01,99,926

Loans and Advances 6,48,68,391 5,28,47,699

43,67,14,595 42,97,78,466

Less: Current Liabilities & Provisions 19,77,66,819 19,33,80,412

23,89,47,776 23,63,98,054

46,86,92,644 45,21,70,503

NOTES TO THE ACCOUNTS M

Profit and Loss AccountFOR YEAR ENDED 31ST MARCH, 2011

Year Ended31st March 2011

Year Ended31st March 2010

INCOME Schedules ` ` ` `SALES AND OTHER INCOMETurnover (Including Excise Duty) 79,55,96,693 73,97,23,324 Less: Excise Duty on Sale 6,63,14,036 5,17,94,015 Turnover (excluding Excise Duty) 72,92,82,657 68,79,29,309 Income from Wind Farm 1,07,57,446 98,16,292 Other Income H 6,69,797 1,49,37,822

74,07,09,900 71,26,83,423

EXPENDITURE Consumption of Raw Materials andIncrease (–)/Decrease in Stock I 50,14,10,199 47,41,02,877 Cost of Traded Goods Sold J 27,20,622 59,11,304 Other Expenditure K 17,64,48,688 15,22,11,722 Interest (Net) L 1,92,97,988 2,10,02,042

31-03-2011 31-03-2010` `

Depreciation 2,01,23,781 2,10,77,042Less: Transfer from Revaluation Reserve 46758 51221

2,00,78,749 2,10,25,82171,99,56,246 67,42,53,766

PROFIT/(LOSS) BEFORE TAXATION 2,07,53,654 3,84,29,657 PROFIT/(LOSS) BEFORE TAX FROM CONTINUINg OPERATIONS 2,07,53,654 3,53,09,819 Less: Provision for Taxation Current Tax 99,00,000 1,07,12,486 Deferred Tax (Assets)/Liability (28,64,937) 7,69,915

70,35,063 1,14,82,401 PROFIT/(LOSS) AFTER TAX FROM CONTINUINg OPERATIONS [A] 1,37,18,591 2,38,27,418 PROFIT/(LOSS) BEFORE TAX FROM DISCONTINUED OPERATION – 31,19,838 Less: Provision for Taxation Current Tax – 9,46,514 Deferred Tax – 68,027

– 10,14,541 PROFIT/(LOSS) AFTER TAX FROM DISCONTINUED OPERATIONS [B] – 21,05,297

PROFIT/(LOSS) AFTER TAX [A + B] 1,37,18,591 2,59,32,715 Excess/Short Tax Provision Earlier years Written Back/(written off) — (1,42,208)Add: Balance brought forward from previous year 3,30,35,146 2,34,20,547 Amount available for Appropriation 4,67,53,737 4,92,11,054

APPROPRIATIONS (i) Proposed Dividend 67,79,547 1,12,99,245 (ii) Corporate Dividend Tax 10,99,812 18,76,663 (iii) General Reserve 15,00,000 30,00,000 (iv) Balance carried to Balance Sheet 3,73,74,378 3,30,35,146

4,67,53,737 4,92,11,054

Basic & Diluted Earning per Share (Refer Note No. 5) 3.04 5.74 NOTES TO THE ACCOUNTS M

For M/s. K. S. AIYAR & CO.Chartered Accountants

Schedules to Balance Sheet

Schedule A SHARE CAPITALAs at

31st March, 2011As at

31st March, 2010

Authorised:

1,70,00,000 Equity Shares of ` 10/- each (Previous Year 1,70,00,000 Equity Shares of ` 10/- each) 17,00,00,000 17,00,00,000

30,00,000 Redeemable Preference Shares of ` 10/- each (Previous Year 30,00,000 Redeemable Preference shares of ` 10/- each) 3,00,00,000 3,00,00,000

20,00,00,000 20,00,00,000

Issued and Subscribed:

45,19,698 Equity Shares of ` 10 each fully paid up (Previous year 45,19,698 Equity Shares) (of these 12,99,990 Equity Shares of ` 10 each were allotted as fully paid up by way of Bonus Share by Capitalisation of Reserves) 4,51,96,980 4,51,96,980

Schedule B RESERVES & SURPLUS

As at31st March, 2011

` ` ` `

1. Capital Reserve (Refer Note No. 12) 25,00,000 25,00,000

2. Securities Premium Account 70,38,129 70,38,129

3. Revaluation Reserve*

As per Last Balance Sheet 74,11,303 74,62,524

Less: Amount Transferred to Profit & Loss Account 46,758 51,221

73,64,545 74,11,303

4. general Reserve

As per Last Balance Sheet 6,96,78,798 6,66,78,798

Add: Amount Transferred from Profit & Loss Account 15,00,000 30,00,000

7,11,78,798 6,96,78,798

5. Profit & Loss Account 3,73,74,378 3,30,35,146

12,54,55,850 11,96,63,376

* Refer Schedule "E"

S C H E D U L E S T O B A L A N C E S H E E T

Schedule C SECURED LOANSAs at

31st March, 2010

` ` ` `

1. Borrowings from Banks

Cash Credit including Export Packing Credit (Secured by hypothecation of stock-in-trade, stores and book debts). Further secured, as & by way of second charge by a simple registered mortgage on the land of Chemical Division at Ambarnath in the state of Maharashtra.

8,92,78,686 8,35,66,490

2. Term Loan from Indian Renewable Energy Development Agency (IREDA)

The loans are secured by mortgage of immovable properties & hypothecation of movable properties of the Company situated at Village Thoseghar (Project No. 908 & 1009), Village Maloshi (Project No. 1136) and Village Vankusawade (Project No. 1324), all situated in Satara District in the State of Maharashtra. The Loan for Project No.1324 at Vankusawade, is further secured by the mortgage/charge created on the immovable properties, hypothecation of movable properties at Village Thosegar (Project No. 908 & 1009) and Village Maloshi (Project No.1136)

(Due within one year ` 3,65,000; Previous Year ` 14,60,000)

3,65,000 18,25,000

3. Hire Purchase Loans

(Secured by hypothecation on respective vehicles) (Due within one year ` 5,36,654; Previous Year

` 7,29,406) 5,88,762 13,18,327

9,02,32,448 8,67,09,817

Schedule D UNSECURED LOANSAs at

31st March, 2010

` ` ` `

(A) Fixed Deposits (including Inter Corporate Deposits of ` 5,78,00,000/-, Previous Year ` 4,98,00,000) 11,06,91,000 9,78,89,000

(B) Interest Free Sales Tax Loan from Maharashtra Energy Development Agency (Under 10 years Deferral Scheme) 5,09,00,347 5,25,95,576

(C) Deferred Payment Credit/Leasehold Land at Dahej, Gujarat. (Due within one year ` 18,92,204; Previous Year ` 18,92,204) 1,18,26,295 13245448

Add: Interest Accrued and Due 3,84,355 –

1,22,10,650 1,32,45,448

(D) Loan From Director 1,00,00,000 1,00,00,000

18,38,01,997 17,37,30,024

Schedule E FIXED ASSETS (At Book Value)

gROSS BLOCK DEPRECIATION Net Block Net Block

As on1-4-2010

Additions

Deletions

As on31-03-2011

As on1-4-2010

For the year

OnDeletions

As on31-03-2011

As on31-03-2010

Freehold Land andDevelopment Expenses** 1,22,27,554 – – 1,22,27,554 – – – – 1,22,27,554 1,22,27,554

Lease Hold Land 2,91,87,822 – – 2,91,87,822 9,11,849 3,31,603 – 12,43,452 2,79,44,370 2,82,75,973

Buildings, Roads, etc.* 4,87,04,386 1,02,86,150 – 5,89,90,536 1,84,42,833 33,75,785 – 2,18,18,618 3,71,71,918 3,02,61,553

Plant & Machinery* 25,51,59,524 1,63,55,184 20,611 27,14,94,097 13,51,37,458 1,52,61,614 1,110 15,03,97,962 12,10,96,135 12,00,22,066

Intangible Assets 16,15,000 – – 16,15,000 9,04,907 1,61,500 – 10,66,407 5,48,593 7,10,093

Furniture 39,71,967 – – 39,71,967 30,75,550 1,59,911 – 32,35,461 7,36,506 8,96,417

Vehicles# 71,08,938 – – 71,08,938 38,38,870 8,35,094 – 46,73,964 24,34,974 32,70,068

Total 35,79,75,191 2,66,41,334 20,611 38,45,95,914 16,23,11,467 @2,01,25,507 1,110 18,24,35,864 20,21,60,050 19,56,63,724

Capital work in progress 2,33,64,427 1,58,88,334

Previous Year 43,03,05,840 1,78,62,748 9,01,93,397 35,79,75,191 21,20,50,769 @2,10,77,042 7,08,16,345 16,23,11,467 19,56,63,724 –

*Note No. 1: As on 31-03-2011 Gross Block includes Amount added on Revaluation

RevaluedAs at

31-03-1986`

(A) Freehold Land & Development Expenses 67,86,713

(B) Buildings 48,45,281

(C) Plant & Machinery 86,57,758

2,02,89,752

@ Note No. 2: Includes depreciation of ` 45,976/- (Previous Year ` 50,137/-) on Buildings and ` 782/- (Previous Year ` 1,084/-) on Plant & Machinery aggregating to ` 46,758/- (Previous Year ` 51,221/-) on Revalued Assets has been transferred from Revaluation Reserves to Profit & Loss Account. Refer Schedule B.

# Note No. 3: Includes Vehicles purchased against hire purchase loan outstanding at the end of the year ` 5,88,762/- (Previous Year ` 13,18,327/-).

Schedule F INVESTMENTS (LONg TERM) (AT COST)As at

31st March, 2010

1. Non-Trade Investments:Quoted:70 Fully Paid up Equity Shares of The Bombay Dyeing & Mfg. Co. Ltd., of ` 10 each. 193 1932,34,196 Fully Paid up Equity Shares of The Dharamsi Morarji Chemical Co. Ltd. of ` 10 each. (Refer Note No. 14) 23,41,960 23,41,960 500 Fully Paid up Equity Shares of HDFC Bank Ltd. of ` 10 each. 5,000 5,000

Unquoted:2,000 Fully Paid up Equity Shares of Dombivli Nagari Sahakari Bank Limited of ` 50 each. 1,00,000 1,00,000 7471.04 Units of Unit Trust of India (UTI BALANCED FUND) (Previous Year Unit 7025.45) 96,488 96,488 500 Fully Paid up Equity Shares of Borax Morarji (Europe) GMBH of 50 each.(100% Subsidiary) 16,76,750 16,76,750

42,20,391 42,20,391

Unquoted Investments: Cost 18,73,238 18,73,238

Quoted Investments: Cost 23,47,153 23,47,153

Market Value of Quoted Investments 36,46,806 41,66,945

Schedule g NET CURRENT ASSETSCurrent Assets:

` ` ` `1. Inventories (As certified by the Management):

(a) Stores and Spares 1,15,50,987 76,49,654 (b) Packing Materials 26,08,361 28,51,621 (c) Stock-in-Trade:

(i) Raw Materials (including in-transit ` 72,16,990;

Previous Year ` 3,27,58,143) 16,72,92,347 17,30,69,789 (ii) Material in Process 2,10,34,155 1,81,18,825 (iii) Goods Manufactured 9,65,07,771 6,79,54,773

29,89,93,621 26,96,44,662 2. Sundry Debtors

(Considered Good):(a) Over Six Months:

Unsecured 1,50,97,962 1,15,55,961 (b) Others:

Secured 33,16,181 48,30,000 Unsecured 4,06,71,418 7,07,00,218

5,90,85,561 8,70,86,1793. Cash and Bank Balances:

(a) Cash in Hand 2,74,569 2,22,039 (b) With scheduled Banks

In Current Accounts 18,86,453 36,92,493 In Fixed Deposit/Margin Money 1,16,06,000 1,62,85,394

1,37,67,022 2,01,99,926 4. Loans & Advances

(Unsecured, considered good):(a) Advances recoverable in Cash or in Kind

(Refer Note No. 10) 6,01,73,952 4,85,99,909 (b) Advance to Subsidiary 33,535 33,535 (c) Balance with Excise on Current Account 49,461 49,812 (d) Other Deposits (Refer Note No. 10) 46,11,443 41,64,443

6,48,68,391 5,28,47,699

43,67,14,595 42,97,78,466 5. Less: Current Liabilities and Provisions:

(a) Current Liabilities:(i) Sundry Creditors (Refer Note No. 11) 11,68,32,025 13,14,90,369 (ii) Other Current Liabilities 6,16,15,734 3,96,01,015 (iii) Deposits from Distributors and Others 42,20,340 52,20,340 (iv) Interest Accrued but not due 1,77,740 98,973 (v) Investor Education and Protection Fund shall

be credited by the following amounts on due dates namely:

(a) Unclaimed Dividend 9,43,063 8,41,749 (b) Unpaid matured Deposits 6,53,000 5,98,000 (c) Interest accrued on (b) above 14,192 16,386

18,44,56,094 17,78,66,832

(b) Provisions for:Leave encashment (Refer to Note No. 17) 19,10,601 14,92,143 Income Tax (Net) 35,20,765 8,45,529 Proposed Dividend 67,79,547 1,12,99,245 Corporate Dividend Tax 10,99,812 18,76,663

1,33,10,725 1,55,13,580

19,77,66,819 19,33,80,412

23,89,47,776 23,63,98,054

Schedules to Profit and Loss Account

Schedule H OTHER INCOMEYear Ended

31st March, 2011Year Ended

31st March, 2010

` ` ` `

Miscellaneous Income (Refer to Note No. 3) 4,38,255 6,05,242

Sundry Creditors Credit Balance Written Back 2,31,542 40,099

Profit on sale of Assets – 1,39,17,947

Foreign Exchange Gain (Net) – 3,74,534

6,69,797 1,49,37,822

Schedule I CONSUMPTION OF RAW MATERIALS AND INCREASE(–)/DECREASE IN STOCK:

Year Ended31st March, 2011

` ` ` `

(a) Raw Materials Consumed 52,98,69,075 48,73,10,059

(b) Increase(–)/Decrease in Stock of Goods Manufactured and Material in Process:

Stock as at beginning of the Year (including material in process) 8,60,73,598 7,14,77,159

Stock as at end of the Year (including material in process) 11,75,41,926 8,60,73,598

(3,14,68,328) (1,45,96,439)

(c) Increase/(–)Decrease on account of inclusion of Excise Duty on finished stocks 30,09,452 13,89,257

50,14,10,199 47,41,02,877

Schedule J COST OF TRADED gOODS SOLD

` ` ` `

Purchases 27,20,622 39,37,440

Increase/Decrease(+) in Stock of Goods Traded

Stock as at beginning of the Year – 19,73,864

Stock as at end of the Year – –

– 19,73,864

27,20,622 59,11,304

S C H E D U L E S T O P R O F I T A N D L O S S A C C O U N T

Schedule K OTHER EXPENDITUREYear Ended

31st March, 2011 Year Ended

31st March, 2010

` ` ` `

Wages, Salaries & Bonus 3,31,37,484 2,74,46,033

Contribution/Provision to/for Provident and other Funds 54,51,111 38,69,435

Staff Welfare Expenses 41,31,162 33,76,314

4,27,19,757 3,46,91,782

Stores and Spares 12,70,066 21,14,242

Power, Fuel & Steam 5,50,88,574 4,78,52,400

Packing Materials 1,01,30,609 85,45,771

Insurance 8,87,491 9,30,491

Freight & Forwarding 63,67,333 40,86,911

Rates and Taxes 4,02,332 4,07,872

Repairs to Machinery 1,08,01,773 1,11,50,733

Repairs to Buildings 39,95,814 21,87,600

Repairs to Others 21,43,622 15,94,430

Rent 1,26,000 1,40,600

Travelling & Motor Car Expenses 52,84,362 52,04,266

Professional Fees 39,93,432 41,14,274

Production Expenses 1,00,95,729 75,39,376

Donations 5,000 1,45,000

Commission and Discount on Sales (Including Cash Discount ` 7,79,344; Previous Year ` 10,66,608/-) 61,76,513 41,74,670

Bad Debts/Sundry Receivable Written off 8,38,461 28,65,452

Loss on Fixed Assets Discarded/sold 15,057 1,60,108

Foreign Exchange Loss (Net) 47,34,072 —

Miscellaneous Expenses 1,13,72,691 1,43,05,744

17,64,48,688 15,22,11,722

Schedule L INTEREST

Year Ended 31st March, 2010

` ` ` `

Interest (including on Fixed Loan ` 55,44,385; Previous year ` 49,96,840/-) 2,37,79,386 2,24,07,646

Less: Interest Capitalised (Refer Note No. 13) 40,81,253 –

Less: Interest Earned (Tax Deducted at Source ` 1,14,083; Previous Year ` 93,990/-) 4,00,145 14,05,604

1,92,97,988 2,10,02,042

Schedule M NOTES TO THE ACCOUNTS

1. Significant Accounting Policies:

(a) System of Accounting: (i) The Company adopts the accrual concept in the preparation of its accounts except in the case of insignificant items and also in

respect of significant uncertainties. (ii) Assets and Liabilities are recorded at historical cost to the company except for assets which were revalued. These costs are not

adjusted to reflect the changing value of purchasing power of money.

(b) Fixed Assets: (i) Fixed Assets are carried at historical cost less depreciation (except freehold land), impairment losses and specific grants received,

if any (except for assets which have been revalued). Any other attributable costs (including interest) for bringing the assets to its working condition for its intended use are capitalized.

(ii) Substantial expenditure on System Software Development is treated as intangible asset. (iii) Treatment of Expenditure during the construction period: The expenditure incurred during the period of construction (including cost of trial runs) is debited to the capital work-in- progress

and on completion the costs are allocated to the respective fixed assets.

(c) Investments: Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary

in the value of investments. Current investments are stated at cost or fair value whichever is lower. Cost is determined on a weighted average basis.

(d) Inventories: Inventories are valued at cost or net realisable value; whichever is lower. Further the cost is determined on following basis: (i) Raw material : Imported and indigenous raw material on weighted average basis for Chemical

division and on FIFO basis for other divisions. (ii) Stores & Spares and packing material : At weighted average cost. (iii) Material-in-process : The cost includes direct costs and appropriate overheads. (iv) Finished goods : Cost includes direct cost, related overheads and excise duty. (v) By Product : Estimated Net Realisable Value.

(e) Sales: (i) Domestic Sales are accounted on despatch of products and are stated net of returns. (ii) Export Sales in foreign currency are accounted at the exchange rate prevailing on the date of Bill of Lading. (iii) Sales are inclusive of services, excise duty, duty drawbacks but exclude sales tax/VAT.

(f) Borrowing Cost: Borrowing cost that are attributable to the acquisition, construction or production of a qualifying assets are capitalized. Other borrowings

costs are expensed out.

(g) Leases: Lease rentals in respect of assets acquired under operating lease are charged to Profit and Loss Account.

(h) Insurance Claims: Insurance Claims are recognized on the basis of claims preferred with Insurance Company after careful evaluation.

(i) Foreign Currency Transactions: (i) Foreign currency transactions are accounted at the rate prevailing on the date of the transaction. Monetary items denominated in

foreign currency are translated at the exchange rate prevailing on the last day of the accounting period. In respect of items covered by forward exchange contracts the premium or discount arising at the inception of such a forward exchange contract is amortised as expense or income over the life of the contract. Any profit or loss arising on cancellation or renewal of such a forward exchange contract is recognized as income or expense for the period.

(ii) Gain or loss arising out of translation/conversion is taken credit for or charged to the Profit and Loss Account, except in cases where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets.

(j) Depreciation: (i) Depreciation on Fixed Assets is provided on Straight Line Method except for Chemical Division where it is provided on Written Down

Value method for all assets other than Plant & Machinery added after 1st April 1987 which are provided on Straight Line Method at the rates and in the manner specified in Schedule XIV to the Companies Act,1956.

(ii) Depreciation calculated in (i) above for Chemical Division includes additional charge of Depreciation, on account of revaluation of certain Fixed Assets as at 31st March 1986. However, the difference between the depreciation on revalued book value of Fixed Assets and the original cost is withdrawn from the Revaluation Reserve and credited to the Profit and Loss Account.

(iii) Intangible asset are amortised over a period of ten years. (iv) Cost of leasehold land is amortised over the lease period.

(k) Impairment of assets: The carrying cost of assets is reviewed at each Balance Sheet date for any indication of impairment based on internal/ external factors.

An impairment loss is recognised whenever the carrying amount of assets exceeds its recoverable amount. The recoverable amount is

Schedule M NOTES TO THE ACCOUNTS (Contd.)

the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to the present value at the weighted average cost of capital.

Post impairment depreciation is provided on the revised carrying value of the assets over its remaining useful life.

(l) Employee Benefits: (i) Defined Contribution Plan: Company's contributions paid/payable during the year to Provident Fund, Employee's Superannuation

Fund, Gratuity, ESIC and Labour Welfare Fund are recognised in the Profit and Loss Account. There are no other obligations other than the contribution payable to the respective trusts.

(ii) Defined Benefit Plan: Company's liabilities towards gratuity and leave encashment are determined using the projected unit credit method which considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Past services are recognised on a straight line basis over the average period until the amended benefits become vested. Actuarial gain and losses are recognised immediately in the statement of Profit and Loss Account as income or expense. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to market yields at the Balance Sheet date on Government bonds where the currency and terms of the Government bonds are consistent with the currency and estimated terms of the defined benefit obligation.

(m) Taxation: (i) Income tax expense comprises current tax and deferred tax charge or credit. The deferred tax charged or credit is recognised using

prevailing enacted or substantively enacted tax rates. Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable certainty of realisation in future. Deferred tax assets/liabilities are reviewed as at each Balance Sheet date based on developments during the year and available case laws, to reassess realisation/liabilities.

(ii) Deferred tax in respect of timing differences which reverse after tax holiday period, are recognised in the year in which the timing differences originate.

(n) Contingencies/Provisions: Provision is recognised when the Company has a present obligation as a result of past event; it is probable that an outflow of resources

embodying economic benefit will be required to settle the obligation; in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate of the expenditure required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote. Contingent assets are neither recognized nor disclosed in the financial statements.

2. Deferred Tax Liability: The break up of Deferred Tax Liability as on 31st March 2011 is as follows:

2010-11 `

2009-10 `

Deferred Tax Liabilities:Depreciation difference (2,51,38,453) (2,79,68,045)Deferred Tax Assets:Others 11,33,084 10,97,739

Net deferred tax assets (Liabilities) (2,40,05,369) (2,68,70,306)

3. Miscellaneous Income Includes:Dividend from Non-Trade Investments 21,175 20,070

4. Managerial Remuneration paid/payable (Excluding contribution to gratuity Fund & leave encashment)(a) Basic Salary to CEO 10,20,000 10,20,000(b) Perquisites to the CEO (Including HRA & LTA) 12,47,443 7,58,770(c) Contribution to Provident Fund and Superannuation Fund 1,34,028 2,36,028

24,01,471 20,14,798

(d) Directors' sitting fees 4,90,000 5,80,000

(e) Computation of Net profit under Section 349 of the Companies Act, 1956:- Profit before tax as per Profit and Loss Account 2,07,53,654 3,88,39,600 Add: (a) Managerial Remuneration 24,01,471 19,95,996 (b) Directors' sitting fees 4,90,000 5,80,000 (c) Commission payable to Non-Executive Directors 2,38,992 4,09,943 (d) Loss on fixed assets sold/discarded 15,057 1,60,108

2,38,99,174 4,19,85,647 Less: Profit on Sale of Assets – 9,91,303

Profit as per Section 349 of the Companies Act, 1956 2,38,99,174 4,09,94,344

Commission payable to Non executive Directors (1% of Net Profit) 2,38,992 4,09,943

2010-11 `

2009-10 `

5. Earnings Per Share-Basic & diluted

(a) Profit/(Loss) after Taxation as per Profit & Loss A/c. 1,37,18,591 2,59,32,715

(b) Number of Shares 45,19,698 45,19,698

(c) Earnings per Share 3.04 5.74

6. Professional Fees include payments to Auditors for:

(a) Audit Fees (includes service tax) 4,19,140 4,16,050

(b) Tax Audit Fees 82,725 82,725

(c) Certification fees relating to Right Issue – 1,00,000

(d) Other Services (Including out of pocket expenses) 3,94,855 3,85,644

7. Consumption of Stores & Spares is shown net after allocation as follows:

Stores and Spares capitalised 34,14,499 15,78,343

Stores and Spares allocated to repairs etc. 37,09,617 39,97,638

8. Estimated amounts of contracts remaining to be executed on Capital Account (Net of Advances) 29,77,282 55,57,137

9. Contingent Liabilities not provided for:

(1) Bank Guarantees Outstanding 29,02,558 31,67,558

(2) Claims against the Company not acknowledged as debt:

(a) Tax Demands under appeal:

(i) Service tax demand by Assistant Commissioner of Service Tax – 5,34,452

(ii) Excise Duty demanded by Commissioner of Central Excise 12,64,822 12,64,822

(iii) Custom Duty demanded by Assistant Commissioner of Customs 18,22,127 18,22,127

(iv) Custom Duty levied by Collector of Customs 44,60,000 –

(The Company has prefered an appeal with CESTAT against the above demand in respect of validity of DEPB licenses. The Company has also deposited an amount of ` 28,00,000/- shown as recoverable "Loans & Advances" & has furnished bank guarantee for the balance of demand.)

(b) Others 7,68,812 7,68,812

(c) Some of the retrenched employees of Export Oriented Unit (EOU) of the erstwhile Timber Division have not accepted the retrenchment compensation offered by the company on the closure of the unit and matter is in the court. The amount as offered by the company has been duly provided for and as per legal opinion the possibility of any further liability is remote. The additional liability if any is presently not ascertainable.

10, Advances Recoverable in cash or in kind includes:

(a) an amount of ` 37,62,305/- on account of expenses towards proposed Right Issue expenses. The same will be charged off against Securities Premium as and when the issue is actually made.

(b) an amount ` 14,21,830/- receivable from the State Trading Corporation of India Ltd. (STC), New Delhi, on account of rate difference and dispatch money earned. The Tis Hazari Court, Delhi, wherein the Company filed a suit against STC for recovery of this amount, has upheld Company's claim alongwith interest @ 6% per annum from the date of filing of the suit. STC has preferred further appeal in the Delhi High Court which is yet to be decided;

(c) Insurance claim of ` 64,72,697/- being non-settlement of the Company's claim by The New India Assurance Company Limited (NIACL), in respect of loss of stock in the Chemical Division due to flood during June 2002. The Consumer Disputes Redressal Commission, Maharashtra State, Mumbai, wherein the Company had filed the complaint, vide its interim order dated 14th November 2008 while allowing the interim relief, directed NIACL to deposit a sum of ` 6,92,558/- with the Commission, which the Company has withdrawn upon furnishing necessary bank guarantee. The Commission's notice for final hearing of this matter is awaited.

11. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 30 days at the Balance Sheet date, computed on unit wise basis. Further, no interest has been paid or is payable to any Micro, Small and Medium Enterprise on the Balance Sheet date. The above information and that given in "Sundry Liabilities – Schedule G" regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

12. Capital Reserve represents capital subsidy of ` 15,00,000/- and ` 10,00,000/- received from State Industrial Promotion Corporation of Tamil Nadu Ltd. and Maharashtra Energy Development Agency respectively.

13. The Company has capitalised interest of ` 40,81,253/- paid on acquisition of certain qualifying assets relating to Dahej Project in terms of Accounting Standard AS-16.

14. Company's long term investment in The Dharamsi Morarji Chemical Co. Ltd.(DMCC) represented by 2,34,196 fully paid up equity shares is considered at face value after making provision for diminution of ` 1,52,06,378/- in the year 2007-08. Taking into account, intrinsic business value of the DMCC and its business synergies to the Company no further diminution in value is considered necessary,

15. Segment Reporting (i) The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature

of the products, the differing risks and returns, the organisation structure and internal reporting system. (ii) The company 's operations predominantly relate to manufacture of Boron Based Chemicals and Wind Power Generation. (iii) The Company caters mainly to the need of domestic market. The export turnover is not significant in the context of total turnover. As

such, there are no reportable geographical segments. (iv) Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the

segments as also amounts allocated on a reasonable basis. (v) The expenses, which are not directly attributable to the business segment, are shown as unallocated corporate cost. Assets and Liabilities

that cannot be allocated between the segments are shown as a part of unallocated corporate assets and liabilities respectively. (vi) Inter Segment transfer pricing policy is at ex-work price.

SEGMENT INFORMATION FOR YEAR ENDED 31ST MARCH, 2011

INFORMATION ABOUT PRIMARY BUSINESS SEGMENTS

Particulars Continuing Operation Discontinued Operation

(Timber)

Chemical Wind Mill Farm

Unallocated Total

2010-11 2010-11 2010-11 2010-11 2010-11 2010-11

2009-10 2009-10 2009-10 2009-10 2009-10 2009-10

REVENUE

External Sales

Domestic Sales (Including excise duty) 76,29,39,842 1,07,57,446 – 77,36,97,288 – 77,36,97,288

70,54,06,142 98,12,292 – 71,52,18,434 19,10,543 71,71,28,977

Less: Excise duty on sale 6,63,14,036 – – 6,63,14,036 – 6,63,14,036

5,17,94,015 – – 5,17,94,015 – 5,17,94,015

Domestic Sales (Excluding excise duty) 69,66,25,806 1,07,57,446 – 70,73,83,252 – 70,73,83,252

65,36,12,127 98,12,292 – 66,34,24,419 19,10,543 66,53,34,962

Export Sales 3,26,56,851 – – 3,26,56,851 – 3,26,56,851

3,24,06,639 – – 3,24,06,639 – 3,24,06,639

Total Sales 72,92,82,657 1,07,57,446 – 74,00,40,103 – 74,00,40,103

68,60,18,766 98,12,292 – 69,58,31,058 19,10,543 69,77,41,601

Add: Inter Segmental Sales – – – – – –

1,17,000 – – 1,17,000 – –

Miscellaneous Revenue 5,56,027 92,595 – 6,48,622 – 648622

10,26,174 – – 10,26,174 1,38,91,578 14917752

Total Segment Revenue 72,98,38,684 1,08,50,041 – 74,06,88,725 – 74,06,88,725

68,71,61,940 98,12,292 – 69,69,74,232 1,58,02,121 71,26,59,353

RESULT (Profit before Interest and Corporate Expenses)

Segment Result 4,42,02,766 12,52,248 – 4,54,55,014 – 4,54,55,014

6,36,98,175 96,253 – 6,37,94,428 31,19,838 6,69,14,266

Unallocated Corporate Expenses – – (54,24,547) (54,24,547) – (54,24,547)

– – (75,02,637) (75,02,637) – (75,02,637)

Operating Profit (After Corporate Expenses) – – – 4,00,30,467 – 4,00,30,467

– – – 5,62,91,791 31,19,838 5,94,11,629

Interest Expenses – – – (1,96,98,133) – (1,96,98,133)

– – – (2,24,07,646) – (2,24,07,646)

Interest Income – – – 4,00,145 – 4,00,145

– – – 14,05,604 – 14,05,604

Dividends received – – – 21,175 – 21,175

– – – 20,070 – 20,070

SEGMENT INFORMATION FOR YEAR ENDED 31ST MARCH, 2011

Particulars Continuing Operation Discontinued Operation

(Timber)

Unallocated Total

2010-11 2010-11 2010-11 2010-11 2010-11 2010-11

2009-10 2009-10 2009-10 2009-10 2009-10 2009-10

Income Taxes:

Current Tax (99,00,000) – (99,00,000)

(1,07,12,486) (9,46,514) (1,16,59,000)

Deferred Tax (Assets)/Liabilities (28,64,937) – (28,64,937)

7,69,915 68,027 8,37,942

NET PROFIT/(LOSS) 1,37,18,591 – 1,37,18,591

2,38,27,418 21,05,297 2,59,32,715

OTHER INFORMATION

Segmental Assets 60,53,05,238 5,68,72,856 – 66,21,78,094 – 66,21,78,094

57,77,65,681 6,34,05,229 – 64,11,70,910 – 64,11,70,910

Unallocated corporate assets 60,978 60,978 – 60,978

159,614 1,59,614 – 1,59,614

Total Assets 66,22,39,072

64,13,30,524

Segmental Liabilities 18,62,58,795 1,07,900 18,63,66,695 – 18,63,66,695

17,92,69,382 89,593 17,93,58,975 – 17,93,58,975

Unallocated Corporate Liabilities 1,14,00,124 1,14,00,124 1,14,00,124

1,40,21,437 1,40,21,437 1,40,21,437

Total Liabilities 19,77,66,819

19,33,80,412

Capital Expenditure 3,41,17,427 – – 3,41,17,427 – 3,41,17,427

2,95,17,636 – 2,95,17,636 – 2,95,17,636

Depreciation 1,49,31,393 51,44,098 3,258 2,00,78,749 – 2,00,78,749

1,49,39,947 51,44,098 8,586 2,00,92,631 9,33,190 2,10,25,821

Non-cash expenses other than depreciation

Bad debts/Sundry receivable written off 8,38,461

28,65,452

Total Assets excludes

Investments 42,20,391

42,20,391

Total liabilities excludes

Secured Loans 9,02,32,448

8,67,09,817

Unsecured Loans 18,38,01,997

17,37,30,024

Deferred Tax Liabilities 2,40,05,369

2,68,70,306

(Figures in italics denote previous year figures)

16. Related Party disclosures for year ended 31st March, 2011

Relationships:

(a) Subsidiary Company : Borax Morarji (Europe) GMBH

(b) Companies where Control Exists : The Dharamsi Morarji Chemical Co.Ltd.

: L.P. Gas Equipment Pvt. Ltd.

: Kosan Industries Pvt. Ltd.

: Phoenix Distributors Pvt. Ltd.

: The Natural Gas Co.Pvt. Ltd.

: Jasraj Trading Company

: Bombay Foods Pvt. Ltd.

: L.P. Gas Transport & Bottling Co. P. Ltd.

: Falcon Chemical LLC

(c) Key Management Personnel : Mr. H. T. Kapadia, Chief Executive Officer (CEO)

: Mr. L. N. Goculdas, Chairman

(d) Relatives of Key Management Personnel & their enterprises where transactions have taken place

: Mrs. Kanta H. Kapadia (Wife of CEO)

Related Party as per (a) & (b) Related Party as per (c) & (d)

2010-11 2009-10 2010-11 2009-10` ` ` `

1. Transactions with companies referred in 1(b) above

Purchase/Sale of goods (Finished or unfinished):

(a) Purchase of goods 61,74,031 52,89,868 – –

(b) Sale of goods 6,486 19,10,000 – –

Purchase/Sale of Fixed Assets

Purchase of Fixed Assets – – – –

Rendering or receiving of services 17,40,932 17,13,141 – –

Finance (including loans & Equity contribution in cash or in kind):

Outstandings at the end of the year 37,82,294 1,18,93,074

2. Transactions with Key Managerial Personnel/relatives referred to in 1(c) and 1(d)above

Interest paid/payable – – 87,070 85,028

Fixed Deposits Received – – 8,09,000 9,09,000

Loan from Directors Received – – 1,00,00,000 1,00,00,000

Loan from Directors Repaid – – 1,00,00,000 –

Sitting Fees Paid to Directors – – 1,00,000 1,10,000

Commission to Directors – – 87,139 1,49,933

Remuneration to CEO – – 24,01,471 20,14,796

Outstandings at the end of the year 1,00,00,000 1,00,00,000 1,00,00,000

Note: Related party relationship is as identified by the Company and relied upon by the Auditors.

17. Employee Defined Benefits: The Company has made provision for following benefit plans as per Accounting Standard 15 (Revised) on the basis of Actuarial valuation at

the end of the year.

2010-11 2009-10

gratuity Leave Encashment

Gratuity Leave Encashment

` ` ` `

I. Expense recognised in the Statement of Profit & Loss Account for year ended 31st March, 2011

1. Current Service cost 11,21,122 2,82,328 10,60,464 2,68,194

2. Interests Cost 6,79,881 1,15,438 6,83,176 1,22,799

3. Employee Contributions – – – –

4. Expected return on plan assets 8,95,100 – (9,05,100) –

5. Actuarial (Gains)/Losses 5,90,546 1,19,039 1,11,542 (4,97,719)

6. Past service cost – – – –

7. Settlement cost – – – –

8. Total expense 32,86,649 5,16,805 9,50,082 (1,06,726)

II. Net Asset/(Liability) recognised in the Balance Sheet as at

1. Present value of Defined Benefit Obligation as at March 31, 2011 96,14,845 19,10,601 97,76,881 14,92,143

2. Fair value of plan assets as at March 31, 2011 1,15,99,050 – 1,16,81,364 –

3. Funded status [Surplus/(Deficit)] 19,84,205 (19,10,601) 19,04,483 (14,92,143)

4. Net asset/(liability) as at March 31, 2011 19,84,205 (19,10,601) 19,04,483 (14,92,143)

III. Change in Obligation during the year ended March 31, 2011

1. Present value of Defined Benefit Obligation at the beginning of the year 97,76,881 14,92,143 1,16,30,498 19,09,675

2. Current Service cost 1,12,11,122 2,82,328 10,60,464 2,68,194

3. Interest Cost 6,79,881 1,15,438 6,83,176 1,22,799

4. Settlement cost – – – –

5. Past service cost – – – –

6. Employee Contributions – – – –

7. Actuarial (Gains)/Losses 5,98,136 1,19,039 1,44,427 (4,97,719)

8. Benefits Payments (25,61,004) (98,347) (37,41,684) (3,10,806)

9. Present value of Defined Benefit Obligation at the end of the year 96,14,845 19,10,601 97,76,881 14,92,143

IV. Change in Assets during year ended March 31, 2011

1. Plan assets at the beginning of the year 1,16,81,364 – 1,18,85,063 –

2. Settlements – – – –

3. Expected return on plan assets 9,02,690 – 9,37,985 –

4. Contributions by employers 15,76,000 98,347 26,00,000 3,10,806

5. Actual benefits paid (25,61,004) (98,347) (37,41,684) (3,10,806)

6. Actuarial gains/(losses) 7,590 – 32,885 –

7. Plan assets at the end of the year 1,15,99,050 – 1,16,81,364 –

8. Actual return on plan assets 9,02,690 – 9,37,985 –

V. Actuarial Assumptions:

1. Discount Rate 8% 8% 7% 7%

2. Expected rate of return on plan assets 8% 8%

3. Mortality Rate LIC (1994-96) LIC (1994-96) LIC (1994-96) LIC (1994-96)

18. Additional information pursuant to the provisions of Paragraphs 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956.

Year Ended 31st March 2011 Year Ended 31st March 2010

Unit Quantity Value Quantity Value

(I) Turnover ` `

Finished Goods Manufactured & Traded:

Boron Based Products MT 16,249 77,76,71,761 16,092 71,84,29,455

Chemically Treated Wood (Borotik) CBM – – 66 7,62,317

Others 1,79,24,932 2,05,31,552

79,55,96,693 73,97,23,324

(II) Raw Materials and Boughtouts consumed

Boron based Raw Materials MT 18,897 48,00,78,668 17,416 45,30,93,823

Other Chemicals and Boughtouts 4,97,90,407 – 3,42,16,236

52,98,69,075 48,73,10,059

(III) Purchase of goods Traded:

Boron based crude & refined materials MT 9,38,606 6,96,160

Others 17,82,016 – 52,15,143

27,20,622 59,11,303

(IV) Value of Raw Materials, Stores, spares and components consumed

` % ` %

(i) Raw Materials:

Imported 48,00,78,668 90.60 45,65,84,051 93.69

Indigenous 4,97,90,407 9.40 3,07,26,008 6.31

52,98,69,075 100.00 48,73,10,059 100.00

(ii) Components and Spare Parts referred to in Para 4D(c) of Part II of Schedule VI to the Companies Act, 1956, are assumed to be those incorporated in goods produced and not those used for maintenance of Plant and Machinery.

2010-11 2009-10

(V) Value of Imports calculated on CIF basis:

Raw Materials 38,84,73,701 394330551

(VI) Expenditure in Foreign Currency on account of:

(i) Foreign Tours 10,13,267 709413

(ii) Others 12,71,348 2110303

(VII) Earnings in Foreign Currency in respect of:

Exports of Goods calculated on FOB basis 3,03,90,164 3,19,62,465

(VIII) (a) Capacities and Production: Licensed/ @ Installed Actual Registered Capacity Production

Capacity

Products Unit 2010-11 2010-11 2010-11

(2009-10) (2009-10) (2009-10)

Boron Based Products MT 28,600 28,600 17,862

(28,600) (28,600) (17,222)

The Company's Products are exempted from Licensing requirement vide Notification No. 477 (E) of 27-7-1991under Industrial Policy. Capacity includes licensed and registered capacity wherever required. Production includes captive consumption wherever applicable, difference in quantities represents Inter Unit transfer for Captive Consumption/Samples etc.

@ As certified by Works Manager and being a technical matter accepted by Auditors as correct.

(b) Opening and Closing Stocks: Opening Stock Closing Stock

Unit Quantity Value Quantity Value

2010-11 2010-11 2010-11 2010-11

(2009-10) (2009-10) (2009-10) (2009-10)

Finished Goods:

Boron Based Products MT 1,278 5,43,97,336 1,791 9,52,08,990

(1,029) (3,94,87,461) (1,278) (5,43,97,336)

Others MT 1,35,57,437 12,98,780

(1,36,90,195) (1,35,57,437)

19. Figures in brackets are in respect of previous year.

20. Previous Year's figures have been regrouped and recast where necessary.

Signatures to Schedules A to M.

Cashflow Statement (Contd.)

For Year ended 31st March, 2011

Year ended 31st March, 2010

` Lakhs ` Lakhs ` Lakhs ` Lakhs

A. CASH FLOW FROM OPERATING ACTIVITIES :

net Profit/(Loss) Before tax and extraordinary Items: 207.54 384.30

Adjustments for:

(a) Add:

depreciation 200.79 210.26

Interest charged 237.79 224.08

Loss on assets sold/discarded 0.15 1.60

438.73 435.94

646.27 820.24

(b) Deduct

Interest Income (4.00) (14.06)

surplus on sale of assets/Investment – (139.18)

dividend received (0.21) (0.20)

(4.21) (153.44)

oPeratInG ProFIt BeFore WorKInG caPItaL chanGes 642.06 666.80

adJUstMents For:

(a) decrease in trade & other receivables 159.00 –

(b) Increase in trade Payables 68.28 –

227.28 –

869.34 666.80

Deduct:

(a) Increase in trade & other receivables – (223.08)

(b) Increase in Inventories (293.49) (177.88)

(c) decrease in trade Payables – (83.79)

(293.49) (484.75)

cash InFLoW/(oUtFLoW) FroM oPeratIons 575.85 182.05

Deduct:

direct taxes Paid (net) (72.25) (82.30)

(72.25) (82.30)

net cash InFLoW/(oUtFLoW) FroM oPeratInG actIVItIes-(a) 503.60 99.75

Cashflow Statement (Contd.)

For Year ended 31st March, 2011

Year ended 31st March, 2010

B. cash FLoW FroM InVestInG actIVItIes :

Outflow:

Purchase of Fixed assets (341.17) (295.18)

(341.17) (295.18)

Add: Inflow:

(a) sale of Fixed assets 0.04 331.35

(b) sale of Investments – 6.26

(c) Interest received 4.80 10.95

(d) dividend and Income from units 0.21 0.20

5.05 348.76

net cash InFLoW/(oUtFLoW) FroM InVestInG actIVItIes-(B) (336.12) 53.58

c. cash FLoW FroM FInancInG actIVItIes

Inflow:

Proceeds from Long/short term Borrowings 285.14 488.85

Deduct: Outflow:

(a) repayment of Long/short term Borrowings (153.04) (192.58)

(b) dividend Paid (111.98) (157.08)

(c) dividend tax Paid (18.77) (26.88)

(d) Interest Paid (233.16) (223.37)

(516.95) (599.91)

net cash InFLoW/(oUtFLoW) FroM FInancInG actIVItIes-(c) (231.81) (111.06)

net Increase/(decrease) In cash and

cash eQUIVaLents (a+B+c) (64.33) 42.27

Add: cash and cash equivalents at the beginning of the Year 202.00 159.73

cash and cash equivalents at the close of the Year 137.67 202.00

notes:

Previous year's figures have been regrouped wherever necessary.

as per our report attached to the Balance sheet

For M/s. K. s. aIYar & co.Chartered Accountants

satIsh KeLKarPartnerMembership no. 38394

L. n. GocULdas Chairman

s. K. dIWanJI Directorr. sanGhI DirectorB. L. GocULdas Directors. V. JoshI DirectorM. L. GocULdas Director

h. t. KaPadIa Chief Executive Officer

dILIP s. naGLeCompany Secretary

s. r. MohIteGeneral Manager – Finance

Auditors Report on Consolidated Financial StatementsTo,The Board of Directors,Borax Morarji Ltd.

1. We have examined the attached Consolidated Balance Sheet of Borax Morarji Ltd., & its wholly owned Subsidiary (collectively referred to as “the Group”) as at March 31, 2011. The Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year then ended.

2. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, and on the basis of the separate un-audited financial statements of the wholly owned subsidiary Company included in the Consolidated Financial Statements.

4. The un-audited financial statements of the Wholly Owned Subsidiary as adjusted for any significant transactions till the year end reflect total assets and liabilities of ` 17,74,294/- and ` 1,71,111/- respectively and total revenues and expenses of ` 1,12,21,175/- and ` 1,11,11,425/- respectively.

5. Advance recoverable in cash or in kind include ` 64,72,697/- in respect of loss of stock in chemical division due to flood during June, 2002. The Solicitors have advised the Company to file proceedings against New India Assurance Company Limited (NIACL) with the Consumer Disputes Redressal Commission. The Commission while allowing the interim relief directed NIACL to deposit a sum of ` 6,92,558/- with it, which the Company has withdrawn upon furnishing the necessary bank guarantee. Though the Management is hopeful of the full recovery of the claim, we are not certain of the quantum of settlement of the same. (Refer Note 10(c) – Schedule M of Notes to Accounts).

6. Sundry Debtors includes recoverable from a party amounting to ` 22,25,557/- which is overdue for more than one year and is disputed by the party. No provision has been made against this amount as in the opinion of the Management it is fully recoverable, though, we are not certain of the quantum of the final recovery.

7. Subject to (5) and (6) above, the net impact of which on the Profit and Loss Account and on the Reserves is unascertained and on the basis of the information and explanations given to us we are of the opinion that:

(a) the Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of the Group as at 31st March, 2011;

(b) the Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of the Group as at 31st March, 2011; and

(c) in the case of the Consolidated Cash Flow Statement, of the consolidated cash flow of the Group for the year then ended.

FRN No: 100186W

(M. No. 38934)

Place : MumbaiDate : 30th May, 2011

Consolidated Balance.indd 45 8/8/2011 2:20:12 PM

Balance Sheet – (Consolidated)AS AT 31ST MARCH, 2011

As at 31st March 2011

As at 31st March 2010

Schedules ` ` ` `

SOURCES OF FUNDS

SHARE CAPITAL A 4,51,96,980 4,51,96,980

RESERVES & SURPLUS B 12,53,81,431 11,94,05,071

SECURED LOANS C 9,02,32,448 8,67,09,817

UNSECURED LOANS D 18,38,01,997 17,37,30,024

DEFERRED TAX LIABILITY (NET) 2,40,05,369 2,68,70,306

46,86,18,225 45,19,12,198

APPLICATION OF FUNDS

FIXED ASSETS E

GROSS BLOCK 38,53,91,496 35,80,90,115

Less: DEPRECIATION 18,25,13,523 16,23,49,432

NET BLOCK 20,28,77,973 19,57,40,683

Capital Work in Progress 2,33,64,427 1,58,88,334

INVESTMENTS F 25,43,641 25,43,641

NET CURRENT ASSETS G

CURRENT ASSETS, LOANS AND ADVANCES

Inventories 29,89,93,621 26,96,44,662

Sundry Debtors 5,90,85,561 8,70,86,179

Cash and Bank Balances 1,48,06,524 2,16,84,525

Loans and Advances 6,48,51,725 5,28,22,329

43,77,37,431 43,12,37,695

Less: Current Liabilities & Provisions 19,79,05,247 19,34,98,155

23,98,32,184 23,77,39,540

46,86,18,225 45,19,12,198

For K. S. AIYAR & CO.,Chartered Accountants

L. N. GOCULDAS ChairmanS. K. DIWANJI DirectorR. SANGHI DirectorB. L. GOCULDAS DirectorS. V. JOSHI DirectorM. L. GOCULDAS Director

H. T. KAPADIA Chief Executive OfficerS. R. MOHITE General Manager-Finance

DILIP NAGLECompany Secretary

Profit and Loss Account – (Consolidated)FOR YEAR ENDED 31ST MARCH, 2011

INCOME Schedules ` ` ` `SALES AND OTHER INCOMETurnover (Including Excise Duty) 80,68,17,868 75,10,00,645 Less: Excise Duty on Sale 6,63,14,036 5,17,94,015 Turnover (excluding Excise Duty) 74,05,03,832 69,92,06,630 Income from Wind Farm 1,07,57,446 98,16,292 Other Income H 6,69,797 1,49,37,822

75,19,31,075 72,39,60,744 EXPENDITURE Consumption of Raw Materials andIncrease (–)/Decrease in Stock I 50,14,10,199 47,41,02,877 Cost of Traded Goods Sold J 1,35,59,799 1,68,04,716 Other Expenditure K 17,66,81,241 15,24,54,744 Interest (Net) L 1,92,97,988 2,10,02,042

31-03-2011 31-03-2010 ` `

Depreciation 2,01,65,201 2,11,09,144Less: Transfer from Revaluation Reserve 46,758 51,221

2,01,18,443 2,10,57,923 73,10,67,670 68,54,22,302

PROFIT/(LOSS) BEFORE TAXATION 2,08,63,405 3,85,38,442 PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS

2,08,63,405 3,54,18,604

Less: Provision for Taxation Current Tax 99,05,967 1,07,12,486 Deferred Tax (28,64,937) 7,69,915

70,41,030 1,14,82,401 PROFIT/(LOSS) AFTER TAX FROM CONTINUING OPERATIONS [A] 1,38,22,375 2,39,36,203 PROFIT/(LOSS) BEFORE TAX FROM DISCONTINUED OPERATION – 31,19,838 Less: Provision for Taxation Current Tax – 9,46,514 Deferred Tax – 68,027

– 10,14,541 PROFIT/(LOSS) AFTER TAX FROM DISCONTINUED OPERATIONS [B] – 21,05,297 PROFIT/(LOSS) AFTER TAX [A+B] 1,38,22,375 2,60,41,500 Excess/Short Tax Provision Earlier years written back (written off) – (1,42,208)Add: Balance brought forward from previous year 3,29,41,037 2,32,17,653 Amount available for Appropriation 4,67,63,412 4,91,16,945

APPROPRIATIONS (i) Proposed Dividend 67,79,547 1,12,99,245 (ii) Corporate Dividend Tax 10,99,812 18,76,663 (iii) General Reserve 15,00,000 30,00,000 (iv) Balance carried to Balance Sheet 3,73,84,053 3,29,41,037

4,67,63,412 4,91,16,945

Basic & Diluted Earning per Share (Refer Note No. 2) 3.06 5.76

Schedules to Balance Sheet – (Consolidated)

Schedule A SHARE CAPITAL As at

31st March, 2010

Authorised:

1,70,00,000 Equity Shares of ` 10/- each (Previous Year 1,70,00,000 Equity Shares of ` 10/- each) 17,00,00,000 17,00,00,000

30,00,000 Redeemable Preference Shares of ` 10/- each (Previous Year 30,00,000 Redeemable Preference shares of ` 10/- each) 3,00,00,000 3,00,00,000

20,00,00,000 20,00,00,000

Issued and Subscribed:

45,19,698 Equity Shares of ` 10/- each fully paid up (Previous year 45,19,698 Equity Shares) (of these 12,99,990 Equity Shares of ` 10/- each were allotted as fully paid up by way of Bonus Share by Capitalisation of Reserves) 4,51,96,980 4,51,96,980

Schedule B RESERVES & SURPLUSAs at

31st March, 2010

` ` ` `

1. Capital Reserve 25,00,000 25,00,000

2. Securities Premium Account 70,38,129 70,38,129

3. Revaluation Reserve*

As per Last Balance Sheet 74,11,303 74,62,524

Less: Amount Transferred to Profit & Loss Account 46,758 51,221

73,64,545 74,11,303

4. General Reserve

As per Last Balance Sheet 6,96,78,798 6,66,78,798

Add: Amount Transferred from Profit & Loss Account 15,00,000 30,00,000

7,11,78,798 6,96,78,798

5. Foreign Currency Translation Reserves

As per Last Balance Sheet (1,64,196) 3,387

Add/Less: Amount debited during the year 80,102 (1,67,583)

(84,094) (1,64,196)

6. Profit & Loss Account 3,73,84,053 3,29,41,037

12,53,81,431 11,94,05,071

* Refer Schedule “E”

S C H E D U L E S T O B A L A N C E S H E E T ( C O N S O L I D A T E D )

Schedule C SECURED LOANSAs at

31st March, 2010

` ` ` `

1. Borrowings from Banks

Cash Credit including Export Packing Credit (Secured by hypothecation of stock-in-trade & stores and book debts). Further secured, by way of second charge by a simple Registered mortgage on the land of Chemical Division at Ambarnath in the state of Maharashtra. 8,92,78,686 8,35,66,490

2. Term Loan from Indian Renewable Energy Development Agency (IREDA)

The loans are secured by mortgage of immovable properties & hypothecation of movable properties of the Company situated at Village Thoseghar (Project No. 908 & 1009), Village Maloshi (Project No. 1136) and Village Vankusawade (Project No.1324), all situated in Satara District in the State of Maharashtra. The Loan for Project No. 1324 at Vankusawade, is further secured by the mortgage/charge created on the immovable properties, hypothecation of movable properties at Village Thosegar (Project No. 908 & 1009) and Village Maloshi (Project No. 1136)

(Due within one year ̀ 3,65,000/-; Previous Year ̀ 14,60,000/-) 3,65,000 18,25,000

3. Hire Purchase Loans

(Secured by hypothecation on respective vehicles) (Due within one year ` 5,36,654/-; Previous Year ` 7,29,406/-) 5,88,762 13,18,327

9,02,32,448 8,67,09,817

Schedule D UNSECURED LOANSAs at

31st March, 2010

` ` ` `

(A) Fixed Deposits (including Inter Corporate Deposits of ` 5,78,00,000/-; Previous Year ` 4,98,00,000/-) 11,06,91,000 9,78,89,000

(B) Interest Free Sales Tax Loan from Maharashtra Energy Development Agency (Under 10 years Deferral Scheme) 5,09,00,347 5,25,95,576

(C) Deferred Payment Credit/Leasehold Land at Dahej, Gujarat. (Due within one year ` 18,92,204/-; Previous Year ` 18,92,204/-) 1,18,26,295 1,32,45,448

Add: Interest Accrued and Due 3,84,355 –

1,22,10,650 1,32,45,448

(D) Loan from Director 1,00,00,000 1,00,00,000

18,38,01,997 17,37,30,024

Schedule E FIXED ASSETS (At Book Value)

GROSS BLOCK DEPRECIATION Net Block Net Block

As on 1-4-2010

Additions Deletions As on 31-03-2011

As on 1-4-2010

For the year On Deletions

As on 31-03-2011

As on 31-03-2010

` ` ` ` ` ` ` ` ` `

Freehold Land andDevelopment Expenses** 1,22,27,554 – – 1,22,27,554 – – – – 1,22,27,554 1,22,27,554

Lease Hold Land 2,91,87,822 – – 2,91,87,822 9,11,849 3,31,603 – 12,43,452 2,79,44,370 2,82,75,973

Buildings, Roads, etc.* 4,87,04,386 1,02,86,150 – 5,89,90,536 1,84,42,833 33,75,785 – 2,18,18,618 3,71,71,918 3,02,61,553

Plant & Machinery* 25,52,33,729 1,63,58,600 20,611 27,15,71,718 13,51,65,129 1,52,75,101 1,110 15,04,39,120 12,11,32,598 12,00,68,600

Intangible Assets 16,63,855 6,77,242 – 23,41,097 9,15,201 1,87,707 – 11,02,908 12,38,189 7,48,654

Furniture 39,63,831 – – 39,63,831 30,75,550 1,59,911 – 32,35,461 7,28,370 8,88,281

Vehicles# 71,08,938 – – 71,08,938 38,38,870 8,35,094 – 46,73,964 24,34,974 32,70,068

TOTAL 35,80,90,115 2,73,21,992 20,611 38,53,91,496 16,23,49,432 @2,01,65,201 1,110 18,25,13,523 20,28,77,973 19,57,40,683

Capital work-in-progress – – – – – – – – 2,33,64,427 1,58,88,334

PREVIOUS YEAR 43,04,33,917 1,78,62,748 9,02,06,550 35,80,90,115 21,20,56,632 @2,11,09,144 7,08,16,345 16,23,49,432 19,57,40,683 –

* Note No. 1: As on 31-03-2011 Gross Block includes Amount added on Revaluation

Revalued as at

31-03-1986 `

(A) Freehold Land & Development Expenses 67,86,713

(B) Buildings 48,45,281

(C) Plant & Machinery 86,57,758

2,02,89,752

@ Note No. 2: Includes depreciation of ` 45,976/- (Previous Year ` 50,137/-) on Buildings and ` 782/- (Previous Year ` 1,084/-) on Plant & Machinery aggregating to ` 46,758/- (Previous Year ` 51,221/-) on Revalued Assets has been transferred from Revaluation Reserves to Profit & Loss Account. Refer Schedule B.

# Note No. 3: Includes Vehicles purchased against hire purchase loan outstanding at the end of the year ` 5,88,762/- (Previous Year ` 13,18,327/-).

Schedule F INVESTMENTS (LONG TERM) (AT COST)As at

31st March, 2010

1. Non-Trade Investments: ` `

Quoted:

70 Fully Paid up Equity Shares of The Bombay Dyeing & Mfg. Co. Ltd., of ` 10/- each. 193 193

2,34,196 Fully Paid up Equity Shares of The Dharamsi Morarji Chemical Co. Ltd. of ` 10/- each. 23,41,960 23,41,960

500 Fully Paid up Equity Shares of HDFC Bank Ltd. of ` 10 each. 5,000 5,000

Unquoted:

2,000 Fully Paid up Equity Shares of Dombivli Nagari Sahakari Bank Limited of ` 50/- each. 1,00,000 1,00,000

7,471.04 Units of Unit Trust of India (UTI BALANCED FUND) (Previous Year Units 7,025.45). 96,488 96,488

25,43,641 25,43,641

Unquoted Investments: at Cost 1,96,488 1,96,488

Quoted Investments: at Cost 23,47,153 23,47,153

Quoted Investments : Market Value 36,46,806 41,66,945

Schedule G NET CURRENT ASSETS Current Assets:

As at 31st March, 2011

As at 31st March, 2010

` ` ` `

1. Inventories (As certified by the Management) (a) Stores and Spares 1,15,50,987 76,49,654 (b) Packing Materials 26,08,361 28,51,621 (c) Stock-in-Trade: (i) Raw Materials (including in-transit ` 72,16,990/-;

Previous Year ` 3,27,58,143/-) 16,72,92,347 17,30,69,789 (ii) Material in Process 2,10,34,155 1,81,18,825 (iii) Goods Manufactured 9,65,07,771 6,79,54,773

29,89,93,621 26,96,44,662

2. Sundry Debtors (Considered Good): (a) Over Six Months: Unsecured 1,50,97,962 1,15,55,961 (b) Others: Secured 33,16,181 48,30,000 Unsecured 4,06,71,418 7,07,00,218

5,90,85,561 8,70,86,179

3. Cash and Bank Balances: (a) Cash in Hand 2,74,569 2,22,039 (b) With Scheduled Banks In Current Accounts 29,25,955 51,77,092 In Fixed Deposit/Margin Money 1,16,06,000 1,62,85,394

1,48,06,524 2,16,84,525

4. Loans & Advances (Unsecured, considered good): (a) Advances recoverable in Cash or in Kind 6,01,90,821 4,86,08,074 (b) Balance with Excise on Current Account 49,461 49,812 (c) Other Deposits 46,11,443 41,64,443

6,48,51,725 5,28,22,329

43,77,37,431 43,12,37,695

5. Less: Current Liabilities and Provisions: (a) Current Liabilities: (i) Sundry Creditors 11,68,42,966 13,15,41,509 (ii) Other Current Liabilities 6,17,36,940 3,96,67,619 (iii) Deposits from Distributors and Others 42,20,340 52,20,340 (iv) Interest Accrued but not due 1,77,740 98,973 (v) Investor Education and Protection Fund shall be

credited by the following amounts on due dates namely:

(a) Unclaimed Dividend 9,43,063 8,41,749 (b) Unpaid matured Deposits 6,53,000 5,98,000 (c) Interest accrued on (b) above 14,192 16,386

18,45,88,241 17,79,84,576

(b) Provisions for: Leave encashment 19,10,601 14,92,143 Income Tax (Net) 35,27,046 8,45,529 Proposed Dividend 67,79,547 1,12,99,245 Corporate Dividend Tax 10,99,812 18,76,663

1,33,17,006 1,55,13,580

19,79,05,247 19,34,98,156

23,98,32,184 23,77,39,539

Schedules to Profit and Loss Account – (Consolidated)

Schedule H OTHER INCOMEYear Ended

31st March, 2010

` ` ` `

Miscellaneous Income 4,38,255 6,05,242

Sundry Creditors Credit Balance Written Back 2,31,542 40,099

Profit on Sale of Assets – 1,39,17,947

Foreign Exchange Gain (Net) – 3,74,534

6,69,797 1,49,37,822

Schedule I CONSUMPTION OF RAW MATERIALS AND INCREASE(–)/DECREASE IN STOCK: CONSOLIDATED

` ` ` `

(a) Raw Materials Consumed 52,98,69,075 48,73,10,059

(b) Increase(–)/Decrease in Stock of Goods Manufactured and Material in Process:

Stock as at beginning of the Year (including material in process) 8,60,73,598 7,14,77,159

Stock as at end of the Year (including material in process) 11,75,41,926 8,60,73,598

(3,14,68,328) (1,45,96,439)

(c) Increase/(–)Decrease on account of inclusion of Excise Duty on finished stocks 30,09,452 13,89,257

50,14,10,199 . 47,41,02,877

Schedule J COST OF TRADED GOODS SOLD Year Ended

31st March, 2010

` ` ` `

Purchases 1,35,59,799 1,48,30,852

Increase/Decrease(+) in Stock of Goods Traded

Stock as at beginning of the Year – 19,73,864

Stock as at end of the Year – –

– 19,73,864

1,35,59,799 1,68,04,716

S C H E D U L E S T O P R O F I T A N D L O S S A C C O U N T – ( C O N S O L I D A T E D )

Schedule K OTHER EXPENDITURE Year Ended

31st March, 2010

` ` ` `

Wages, Salaries & Bonus 3,31,37,484 2,74,46,033

Contribution/Provision to/for Provident and other Funds 54,51,111 38,69,435

Staff Welfare Expenses 41,31,162 33,76,314

4,27,19,757 3,46,91,782

Stores and Spares 12,70,066 21,14,242

Power, Fuel & Steam 5,50,88,574 4,78,52,400

Packing Materials 1,01,30,609 85,45,771

Insurance 8,87,491 9,30,491

Freight & Forwarding 63,67,333 40,86,911

Rates and Taxes 4,02,332 4,07,872

Repairs to Machinery 1,08,01,773 1,11,50,733

Repairs to Buildings 39,95,814 21,87,600

Repairs to Others 21,43,622 15,95,917

Rent 1,98,348 2,19,920

Travelling & Motor Car Expenses 52,84,362 52,04,266

Professional Fees 40,70,302 41,86,984

Production Expenses 1,00,95,729 75,39,376

Donations 5,000 1,45,000

Commission and Discount on Sales (Including Cash Discount` 7,79,344/-; Previous Year ` 10,66,608/-) 61,76,513 41,74,670

Bad Debts/Sundry Receivable Written off 8,38,461 28,65,452

Loss on Fixed Assets Discarded/sold 15,057 1,60,108

Exchange Loss (Net) 47,34,072 –

Miscellaneous Expenses 1,14,56,026 1,43,95,249

17,66,81,241 15,24,54,744

Schedule L INTERESTYear Ended

31st March, 2010

` ` ` `

Interest (including on fixed Loan ` 55,44,385/-; Previous year ` 49,96,840/-) 2,37,79,386 2,24,07,646

Less: Interest Capitalised 40,81,253 –

Less: Interest Earned (Tax Deducted at Source ` 1,14,083/-; Previous Year ` 93,980/-) 4,00,145 14,05,604

44,81,398 14,05,604

1,92,97,988 2,10,02,042

Schedule M NOTES TO THE ACCOUNTS – CONSOLIDATED (Contd.)Schedule M NOTES TO THE ACCOUNTS – CONSOLIDATED

1. Significant Accounting Policies: (i) System of Accounting: (a) The Company adopts the accrual concept in the preparation of its Accounts, except in case of insignificant items and also in respect

significant uncertainties.

(b) Assets and Liabilities are recorded at historical cost to the Company except for assets which are revalued. These costs are not adjusted to reflect the changing value of purchasing power of money.

(ii) Principles of Consolidation: (a) The consolidated financial statements relate to Borax Morarji Ltd. (‘The Company’) and its wholly owned subsidiary, the details of

which are as under:

Name of the Entity : Borax Morarji (Europe) GmbH Financial year ended on : 31st December, 2010Extent of holding : 100%Country of Incorporation : Germany

(b) The unaudited financial statements as on 31st December, 2010 of the wholly owned subsidiary company have been compiled by a Chartered Accountancy Firm based in Germany. The subsidiary company being a small joint stock company under German Law, there is no obligation of audit based on the size criteria.

There are no significant transactions in the Subsidiary company during period 1st January, 2011 to 31st March, 2011. Therefore, no adjustments have been made in the Consolidated Financial Statements.

(c) The financial statements of the Company and its subsidiary have been combined on a line-by-line basis by adding together the books values of like items of assets, liabilities, incomes and expenses after fully eliminating intra group balances and intra group transactions resulting in unrealized profits or losses.

(d) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible in the same manner as the company’s separate financial statements.

(e) Financial statements of the foreign subsidiary being non-integral foreign operation, have been converted in Indian Rupees at the following exchange rates:

(i) Revenues and Expenses: At the average exchange rate during the period.

(ii) All Assets and Liabilities are converted at the exchange rate prevailing at the end of the year.

Any exchange difference arising on consolidation is recognized in the Foreign Currency Translation Reserve.

(iii) Other Significant Accounting Policies: These are set out in the notes to accounts under ‘Significant Accounting Policies’ as given in the Company’s separate financial statements.

(iv) Segment Reporting: (a) Revenue and expenses have been identified to segments on the basis of the relationship to the operating activities of the segment.

Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under ‘Un-allocated’ segment.

(b) Inter Segment transfer pricing policy is at ex-work price.

2. Earnings Per Share:2010-11

`2009-10

`(a) Profit/(Loss) after Taxation as per Profit & Loss A/c. 1,38,22,375 2,60,41,500(b) Number of Shares 45,19,698 45,19,698(c) Earnings per Share 3.06 5.76(There are no diluted equity shares and hence no working for diluted earning per share).

3. Estimated amounts of contracts remaining to be executed on Capital Account (Net of Advances) 29,77,282 55,57,1374. Contingent Liabilities not provided for:

(1) Bank Guarantees Outstanding 29,02,558 31,67,558(2) Claims against the Company not acknowledged as debt:

(a) Tax Demands under appeal: (i) Service tax demand by Assistant Commissioner of Service Tax – 5,34,452 (ii) Excise Duty demanded by Commissioner of Central Excise 12,64,822 12,64,822 (iii) Custom Duty demanded by Assistant Commissioner of Customs 18,22,127 18,22,127 (iv) Custom Duty levied by Collector of Customs 44,60,000 – (The Company has prefered an appeal with CESTAT against the above demand in respect

of validity of DEPB licenses. The Company has also deposited an amount of ` 28,00,000/- shown as recoverable “Loan & Advances” & has furnished bank guarantee for the balance of demand).

(b) Others 7,68,812 7,68,812

Consolidated Notes-Borax.indd 54 8/8/2011 2:22:11 PM

Schedule M NOTES TO THE ACCOUNTS – CONSOLIDATED (Contd.)

(c) Some of the retrenched employees of Export Oriented Unit (EOU) of Timber Division have not accepted the retrenchment compensation offered by the company on the closure of the unit and matter is in the court. The amount as offered by the Company has been duly provided for and as per legal opinion the possibility of any further liability is remote. The additional liability if any is presently not ascertainable.

5. Segment Reporting: (i) The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature

of the products, the differing risks and returns, the organisation structure and internal reporting system. (ii) The Company 's operations predominantly relate to manufacture of Boron Based Chemicals and Wind Power Generation. (iii) The Company caters mainly to the need of domestic market. The export turnover is not significant in the context of total turnover. As

such, there are no reportable geographical segments. (iv) Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the

segments as also amounts allocated on a reasonable basis. (v) The expenses, which are not directly attributable to the business segment, are shown as unallocated corporate cost. Assets and Liabilities

that cannot be allocated between the segments are shown as a part of unallocated corporate assets and liabilities respectively. (vi) Inter Segment transfer pricing policy is at ex-work price. (vii) Borax Morarji (Europe) GMBH has been classified under Chemical Segment for the purpose of AS-17.

SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2011

Particulars

Continuing Operation Discontinuing Operation

(Timber)

Unallocated Total

2010-11 2009-10

REVENUEExternal SalesSales (Including excise duty) 77,41,61,017 1,07,57,446 – 78,49,18,463 – 78,49,18,463

71,66,83,463 98,16,292 – 72,64,95,755 19,10,543 72,84,10,298Less: Excise duty on sale 6,63,14,036 – – 6,63,14,036 – 6,63,14,036

5,17,94,015 – – 5,17,94,015 – 5,17,94,015Domestic Sales (Excluding excise duty) 70,78,46,981 1,07,57,446 – 71,86,04,427 – 71,86,04,427

66,48,89,448 98,16,292 – 67,47,05,740 19,10,543 67,66,16,283Export Sales 3,26,56,851 – – 3,26,56,851 – 3,26,56,851

3,24,06,639 – – 3,24,06,639 – 3,24,06,639Total Sales 74,05,03,832 1,07,57,446 – 75,12,61,278 – 75,12,61,278

69,72,96,087 98,16,292 – 70,71,12,379 19,10,543 70,90,22,922Add: Inter Segmental Sales – – – – – –

1,17,000 – – 1,17,000 – –Miscellaneous Revenue 5,56,027 92,595 – 6,48,622 – 6,48,622

10,26,174 – – 10,26,174 1,38,91,578 1,49,17,752Total Segment Revenue 74,10,59,859 1,08,50,041 – 75,19,09,900 – 75,19,09,900

69,84,39,261 98,16,292 – 70,82,55,553 1,58,02,121 72,39,40,674RESULT (Profit before Interest and Corporate Expenses)Segment Result 4,43,12,517 12,52,248 – 4,55,64,765 – 4,55,64,765

6,38,06,960 96,253 – 6,39,03,213 31,19,838 6,70,23,051Unallocated Corporate Expenses – – (54,24,547) (54,24,547) – (54,24,547)

– – (75,02,637) (75,02,637) – (75,02,637)Operating Profit (After Corporate Expenses) – – – 4,01,40,218 – 4,01,40,218

– – – 5,64,00,576 31,19,838 5,95,20,414Interest Expenses – – – (1,96,98,133) – (1,96,98,133)

– – – (2,24,07,646) – (2,24,07,646)Interest Income – – – 4,00,145 – 4,00,145

– – – 14,05,604 – 14,05,604

Dividends received – – – 21,175 – 21,175– – – 20,070 – 20,070

SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2011

Particulars

Continuing Operation Discontinuing Operation

(Timber)

Unallocated Total

2010-11 2009-10

Income Taxes:

Current Tax (99,05,967) – (99,05,967)

(1,07,12,486) (9,46,514) (1,16,59,000)

Deferred Tax (Assets)/Liabilities (28,64,937) – (28,64,937)

7,69,915 68,027 8,37,942

NET PROFIT/(LOSS) 1,38,22,375 – 1,38,22,375

2,39,36,203 21,05,297 2,60,41,500

OTHER INFORMATION

Segmental Assets 60,70,45,997 5,68,72,856 – 66,39,18,853 – 66,39,18,853

57,93,05,129 6,34,05,229 – 64,27,10,358 – 64,27,10,358

Unallocated Corporate Assets – – 60,978 60,978 – 60,978

– – 1,59,614 1,59,614 – 1,59,614

Total Assets 66,39,79,831

64,28,69,972

Segmental Liabilities 18,63,97,223 1,07,900 – 18,65,05,123 – 18,65,05,123

17,93,87,126 89,593 – 17,94,76,719 – 17,94,76,719

Unallocated Corporate Liabilities – – 1,14,00,124 1,14,00,124 – 1,14,00,124

– – 1,40,21,437 1,40,21,437 – 1,40,21,437

Total Liabilities 19,79,05,247

19,34,98,156

Capital Expenditure 3,47,98,085 – – 3,47,98,085 – 3,47,98,085

2,95,17,636 – – 2,95,17,636 – 2,95,17,636

Depreciation 1,49,71,087 51,44,098 3,258 2,01,18,443 – 2,01,18,443

1,49,72,049 51,44,098 8,586 2,01,24,733 9,33,190 2,10,57,923

Non-cash expenses other than depreciation

Bad debts/Sundry receivable written off 8,38,461

Total Assets excludes 28,65,452

Investments 25,43,641

25,43,641

Total liabilities excludes

Secured Loans 9,02,32,448

8,67,09,817

Unsecured Loans 18,38,01,997

17,37,30,024

Deferred Tax Liabilities 2,40,05,369

2,68,70,306

(Figures in Italics denote Previous Year figures).

6. Related Party disclosures for year ended 31st March, 2011

(i) Relationships:

(a) Companies where Control Exists : The Dharamsi Morarji Chemical Co. Ltd.

: L. P. Gas Equipment Pvt. Ltd.

: Kosan Industries Pvt. Ltd.

: Phoenix Distributors Pvt. Ltd.

: The Natural Gas Co. Pvt. Ltd.

: Jasraj Trading Company

: Bombay Foods Pvt. Ltd.

: L. P. Gas Transport & Bottling Co. P. Ltd.

: Falcon Chemical LLC

(b) Key Management Personnel : Mr. H. T. Kapadia, Chief Executive Officer

: Mr. L. N. Goculdas, Chairman

(c) Relatives of Key Management Personnel & their enterprises where transactions have taken place

: Mrs. Kanta H. Kapadia (Wife of CEO)

Particulars

Related Party as per (a)

Related Party as per (b) & (c)

Related Party as per (a)

Related Party as per (b) & (c)

2010-11 `

2009-10 `

1. Transactions with companies referred in 1(a) above

Purchase/Sale of goods (Finished or unfinished):

(a) Purchase of goods 61,74,031 – 52,89,868 –

(b) Sale of goods 6,486 – 19,10,000 –

Rendering or receiving of services 17,40,932 – 17,13,141 –

Finance (including loans & Equity contribution in cash or in kind):

Outstanding at the end of the year 37,82,294 – 1,18,93,074 –

2. Transactions with Key Managerial Personnel/relatives referred to in 1(b) & 1(c) above

Interest paid/payable – 87,070 – 85,028

Fixed Deposits received – 8,09,000 – 9,09,000

Loan from Directors Received – 1,00,00,000 – 1,00,00,000

Loan from Directors Repaid – 1,00,00,000 – –

Sitting Fees Paid to Directors – 1,00,000 – 1,10,000

Commission to Directors – 87,139 – 1,49,933

Remuneration to CEO – 24,01,471 – 20,14,796

Outstanding at the end of the year 1,00,00,000 1,00,00,000 – 1,00,00,000

Note: Related party relationship is as identified by the Company and relied upon by the Auditors.

7. Previous Year's figures have been regrouped and recast where necessary.

Signatures to Schedules A to M

Cashflow Statement – (Consolidated)FOR THE YEAR ENDED 31ST MARCH, 2011

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit/(Loss) Before Tax and Extraordinary Items: 208.63 385.38

ADJUSTMENTS FOR:

(a) Add Backs:

Depreciation 201.18 210.58

Interest Charged 237.79 224.08

Loss on Assets Sold/Discarded 0.15 1.60

439.12 436.26

647.76 821.64

(b) Deduct:

Surplus on Sale of Assets/Investment – (139.18)

Interest Income (4.00) (14.05)

Dividend Received (0.21) (0.20)

(4.21) (153.43)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 643.55 668.21

ADJUSTMENTS FOR:

(a) Decrease in Trade & Other Receivables 158.91 –

(b) Increase in Trade Payables 68.42 –

227.33 –

870.88 668.21

Deduct:

(a) Increase in Trade & Other Receivables – (222.66)

(b) Increase in Inventories (293.49) (177.88)

(c) Decrease in Trade Payables – (83.00)

(293.49) (483.54)

CASH INFLOW/(OUTFLOW) FROM OPERATIONS 577.39 184.67

Deduct:

Direct Taxes Paid (Net) (72.24) (82.30)

(72.24) (82.30)

NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES-(A) 505.15 102.37

B. CASH FLOW FROM INVESTING ACTIVITIES:

Outflow:

Purchase of Fixed Assets (347.18) (296.85)

(347.18) (296.85)

Add: Inflow:

(a) Sale of Fixed Assets 0.04 331.48

(b) Sale of Investments – 6.26

(c) Interest Received 4.80 10.95

(d) Dividend and Income from units 0.21 0.20

5.05 348.89

NET CASH INFLOW/(OUTFLOW) FROM INVESTING ACTIVITIES-(B) (342.13) 52.04

C. CASH FLOW FROM FINANCING ACTIVITIES

Inflow:

Proceeds from Long/Short Term Borrowings 285.14 488.84

Deduct: Outflow:

(a) Repayment of Long/Short Term Borrowings (153.04) (192.58)

(b) Dividend Paid (111.98) (157.08)

(c) Dividend Tax Paid (18.77) (26.88)

(d) Interest Paid (233.15) (223.37)

(516.94) (599.91)

NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES-(C) (231.80) (111.07)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS: (A+B+C) (68.78) 43.34

Add: Cash and Cash equivalents at the beginning of the Year 216.85 173.51

Cash and Cash equivalents at the Close of the Year 148.07 216.85

Previous year’s figures have been regrouped wherever necessary.

Cashflow Statement – (Consolidated) (Contd.)FOR THE YEAR ENDED 31ST MARCH, 2011

ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956.

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. Registration Details

Registration No. 1 2 7 0 6 Status Code 1 1

Balance Sheet 3 1 0 3 2 0 1 1

Date Month Year

II. Capital raised during the year (Amount Rs. in Thousands)

Public Issue Right Issue

N I L N I L

Bonus Issue Private Placement

N I L N I L

III. Position of Mobilisation and Deployment of Funds (Amount Rs. in Thousands)

Total Liabilities Total Assets

4 6 8 6 9 3 4 6 8 6 9 3

Sources of Funds

Paid-up Capital Reserves & Surplus

4 5 1 9 7 1 2 5 4 5 6

Secured Loans Unsecured Loans

9 0 2 3 3 1 8 3 8 0 2

Deferred Tax Liability

2 4 0 0 5

Application of Funds

Net Fixed Assets Investments

2 2 5 5 2 5 4 2 2 0

Net Current Assets Miscellaneous Expenditure

2 3 8 9 4 8 N I L

Accumulated Losses

IV. Performance of Company (Amount Rs. in Thousands)

Turnover (including Other Income) Total Expenditure

7 4 0 7 1 0 7 1 9 9 5 6

Profit/(Loss) Before Tax Profit/(Loss) After Tax

2 0 7 5 4 1 3 7 1 9

Earning Per Share in Rs. Dividend Rate %

3 . 0 4 1 5

V. Generic Names of Two Principal Products/Services of Company (As per Monetary Terms)

1. Item Code No. (ITC Code) 2 8 4 0 1 9 . 0 0

Product Description B O R A X

2. Item Code No. (ITC Code) 2 8 1 0 0 0 . 2 0

Product Description B O R I C A C I D

STATEMENT REGARDING SUBSIDIARY COMPANIES PURSUANT TO SECTION 212(1)(e) OF THE COMPANIES ACT, 1956

Name of the Subsidiary Company

Financial Year of the Subsidiary Company Ended on

Extent of Holding Company's Interest

The Net aggregate amount of the Subsidiary Companies Profit/(Loss) so far as it concerns the members of Borax Morarji Limited. (Amount in `)

Material changes, if any, between the end of the financial year of the Subsidiary Company and the Holding Company.

Not dealt with in the Holding Company's

Account

Dealt with in the Holding Company's Account

For the Financial year of the Subsidiary

For the previous Financial year since they became Subsidiary

For the Financial year of the Subsidiary

For the previous Financial year since they became Subsidiary

Borax Morarji (Europe) GmbH 31st Dec., 2010 100% 1,03,783 1,08,784 NIL NIL NA

Particulars required under Section 212 of the Companies Act, 1956 in respect of subsidiaries:

Borax Morarji (Europe) GmbH

(a) Capital 15,86,500

(b) Reserves 16,683

(c) Total Assets 17,74,294

(d) Total Liabilities 17,74,294

(e) Details of Investments –

(f) Turnover 1,12,21,175

(g) Profit before Tax 1,09,750

(h) Provision for Tax 5,967

(i) Profit after Tax 1,03,783

(j) Proposed Dividend –

Notes:

(a) Assets & Liabilities are translated of closing rates @ ` 63.46/-. Revenue & Expenses are translated at average rates @ ` 60.29/- during the year.

(b) The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/2011 No. 51/12/2007-CL-Ill dated February 08, 2011 read with General Circular No. 3/2011 dated February 21, 2011 issued under section 212(8) of the Companies Act, 1956 has granted general exemption to Companies from attaching the Balance Sheet and Profit and Loss Account of its Subsidiaries under Section 212(1) of the Companies Act, 1956 and clarified that this exemption is applicable for accounts prepared on or after March 31, 2011.

BORAX MORARJI LIMITEDRegistered Office:

PROSPECT CHAMBERS, 317/21, DR. D. N. ROAD, MUMBAI-400 001.

Reg. Folio/Client I.D. No. .................................... No. of Shares held ..........................

FORM OF PROXY

I/We ...................................................................................................................................................................................

of .................................................................................................................................................. being a member/members

of the above-named Company hereby appoint ......................................................................................................................

......................................................................................................of ........................................................................................

or failing him .................................................................................of ........................................................................................

as my/our proxy to vote for me/us on my/our behalf at the Forty Seventh Annual General Meeting of the Company to be held on Friday, 9th September, 2011 and at any adjournment thereof.

Signed this .................................................day of ..........................................................................................................2011.

Signature ...................................................................................................................................................................

BORAX MORARJI LIMITEDRegistered Office:

PROSPECT CHAMBERS, 317/21, DR. D. N. ROAD, MUMBAI-400 001.

ATTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the Meeting Hall.

Reg. Folio/Client I.D. No. ................................

NAME OF THE SHAREHOLDER/PROXY*

ADDRESS

No. of shares held:

I hereby record my presence at the Forty Seventh Annual General Meeting of the Company on Friday, 9th September, 2011, at 11.30 a.m. at Indian Merchants’ Chamber Conference Hall, (Walchand Hirachand Hall) IMC Marg, Churchgate, Mumbai-400 020.

SIGNATURE OF THE SHAREHOLDER/PROXY*

*Strike out whichever is not applicable.

AffixRevenueStamp

BOOK-POST

If undelivered please return to:

BORAX MORARJI LIMITEDProspect Chambers,317/21, Dr. D. N. Road,Mumbai 400 001.

vakils

Borax Cover.indd 4 8/8/2011 1:50:26 PM

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