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Omkar Speciality Chemicals Ltd.

BSE: 533317 Sector: Industrials
NSE: OMKARCHEM ISIN Code: INE474L01016
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VOLUME 16116
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P/E 4.38
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OPEN 80.55
CLOSE 81.30
VOLUME 16116
52-Week high 120.05
52-Week low 63.13
P/E 4.38
Mkt Cap.(Rs cr) 167
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Omkar Speciality Chemicals Ltd. (OMKARCHEM) - Director Report

Company director report

TO THE MEMBERS OF

OMKAR SPECIALITY CHEMICALS LIMITED

Your Directors are pleased to present their Eleventh Annual Report on business andoperations of your Company together with Audited Financial Statements for the FinancialYear ended on March 31 2016. Consolidated performance of the Company and its subsidiarieshas been referred to wherever required.

FINANCIAL HIGHLIGHTS: (Rs in Lakhs)

Particulars Standalone Consolidated
2015-16 2014-15 2015-16 2014-15
Total Revenue 30891.23 19822.33 41481.96 26603.12
Total Expenditure 27554.79 17777.39 36198.65 23777.63
Profit Before Tax 3336.44 2044.94 5236.63 2825.49
Tax Expenses 1115.05 251.48 2175.33 397.40
Profit After Tax 2221.39 1793.46 3061.29 2428.09
Balance in Profit & Loss Account brought forward from Previous Year 6035.61 4753.28 6500.83 4583.87
Appropriations:
a) Proposed Dividend 308.67 308.67 308.67 308.67
b) Tax on Dividend 62 .84 52.46 62.84 52.46
Transfer to General Reserve - 150.00 - 150.00
Surplus carried to the next year’s account 7885.47 6035.61 9190.62 6500.83

PERFORMANCE REVIEW:

Income

Consolidated Income comprising Revenue from Operations (Net) and Other Income for theyear was Rs 41481.96 Lakhs as compared to Rs 26603.12 Lakhs in the previous year. On thestandalone basis your Company’s performance in the current Financial Year in termsof Total Income stood at Rs 30891.23 Lakhs as compared to Rs 19822.33 Lakhs in theprevious year.

Profit Before Tax

Consolidated profit Before Tax for the year was Rs 5236.63 Lakhs as against Rs2825.49 Lakhs in the previous year. On the standalone basis your Company’s ProfitBefore Tax for the current year was Rs 3336.44 Lakhs as against Rs 2044.94 Lakhs in theprevious year.

Profit After Tax

Consolidated Profit After Tax for the year was Rs 3061.29 Lakhs as against Rs 2428.09Lakhs in the previous year. On the standalone basis your Company’s Profit After Taxfor the current year was Rs 2221.39 Lakhs as against Rs 1793.46 Lakhs in the previousyear. The Company’s performance has been discussed in detail in ‘ManagementDiscussion & Analysis Report’.

SHARE CAPITAL:

The movement of Equity Capital is as under:

Particulars No. of Equity Shares
Equity Capital as on April 1 2015 20578004
Increase/ Decrease during the year NIL
Equity Capital as on March 31 2016 20578004

Your Company has only one class of Equity Shares and it has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or Directors of the Company under any Scheme. Nodisclosure is required under Section 67(3)(c) of the Companies Act 2013 ("Act")in respect of voting rights not exercised directly by the employees or Key ManagerialPersonnel of the Company as the provisions of the Section are not applicable.

DIVIDEND:

The Board in its meeting held on May 23 2016 has recommended Dividend of Rs 1.50 pershare (15%) on the share capital of 20578004 Equity Shares of Rs 10/- each (previousyear Rs 1.50 per share i.e. 15%). The proposal is subject to approval of the shareholdersbeing obtained at the ensuing Annual General Meeting. The Dividend on Equity Shares ifapproved by the members would involve a total outgo of Rs 371.51 Lakhs including DividendDistribution Tax of Rs 62.84 Lakhs as against Rs 361.13 Lakhs including DividendDistribution Tax of Rs 52.46 Lakhs in the previous year.

TRANSFER TO RESERVES:

Your Company do not propose to transfer to General Reserve out of the amount availablefor appropriations and an amount of Rs 2689.78 Lakhs is proposed to be retained in theProfit and Loss Account.

FINANCIAL LIQUIDITY:

As at March 31 2016 your Company had liquid assets of Rs 1028.77 Lakhs as against Rs1553.98 Lakhs at the previous year end on consolidated basis. Your company maintainssufficient cash reserves to meet its operations and strategic objectives.

DEPOSITS:

Your Company has not accepted any deposits from public within the purview of Section 73& 74 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during thisFinancial Year and as such no amount of principal or interest was outstanding as of theBalance Sheet date. The Company has no deposit which is not in compliance with theprovisions of Chapter V of the Act and as the Companies (Acceptance of Deposit) Rules2014.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Securities And Exchange Board Of IndiaListing Regulations 2015") are given in the notes to the Financial Statements.

FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany the Consolidated Financial Statements along with all relevant documents and theAuditors’ Report thereon form part of this Annual Report. The Consolidated AuditedAnnual Financial Statements are prepared as per Section 129(3) read with Schedule III ofthe Act Accounting Standards (AS-21) issued by the Institute of Chartered Accountants ofIndia as notified by the Ministry of Corporate Affairs and Regulation 33 of SEBI (ListingObligations And Disclosure Requirements) Regulations 2015. Accordingly the previousyear’s figures have also been regrouped/ restated wherever necessary to conform tothe classification of the current year.

Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 a Statement containing salient features of the FinancialStatements of the Company’s Subsidiaries/ Associate Companies/ Joint Ventures isgiven in Form AOC-1 (Annexure A) and forms an integral part of this Report. Furtherpursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany Consolidated Financial Statements and separate audited accounts in respect ofsubsidiaries are available on the website of the Company and also the Registered Officesof the respective companies.

RATINGS:

Credit Ratings of your company has been upgraded from CRISIL BB+/ Stable to BWR BBB forfund based bank borrowings & CRISIL A4+ to BWR A3 for non-fund based facilities.

MATERIAL CHANGES AND COMMITMENTS:

Except as disclosed elsewhere in the Report there have been no material changes incommitment between the end of Financial Year to which this financial statements relates onthe date of this Report.

SCHEME OF ARRANGEMENT:

The Board of Directors of the Company in their meeting held on March 28 2016 afterconsidering the recommendations of the Audit Committee approved the Composite Scheme ofArrangement under Section 391 to 394 and other applicable provisions if any of theCompanies Act 1956 as amended and the corresponding provisions of the Companies Act2013 to the extent notified or to be notified including any statutory modifications(s) orre-enactment(s) thereof and SEBI Listing Regulations 2015 subject to necessary approvalsof the appropriate authorities including Stock Exchange(s) SEBI and respectiveshareholders & creditors of the companies involved in the Scheme and sanction of theHon’ble High Court of Judicature at Mumbai. The appointed date of the CompositeScheme is April 1 2015.

In terms of Regulation 37 of SEBI Listing Regulations 2015 the Company has receivedObservation Letters dated June 2 2016 from National Stock Exchange of India Limited andJune 6 2016 from BSE Limited to the Composite Scheme of Arrangement conveying theirapproval for filing the Scheme with the Hon’ble High Court.

The details in respect of Scheme of Arrangement is included in the ManagementDiscussion & Analysis which forms part of this Report. Details of the Scheme havebeen uploaded on the Company’s website (www.omkarchemicals.com).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts ortribunals that would impact the going concern status of the Company and its futureoperations.

INTERNAL FINANCIAL CONTROLS:

The details in respect of internal financial controls and their adequacy are includedin the Management Discussion & Analysis which forms part of this Report.

SUBSIDIARY COMPANIES:

The Company has 5 subsidiaries as on March 31 2016. There are no associate companiesor joint venture companies within the meaning of Section 2(6) of the Act. There has beenno material change in the nature of the business of the subsidiaries. A detaileddiscussion on the subsidiaries of the Company namely Lasa Laboratory Private LimitedUrdhwa Chemicals Company Private Limited Rishichem Research Limited Desh ChemicalsPrivate Limited and Lasa Supergenerics Limited have been dealt in the ManagementDiscussion and Analysis which forms part of this Report.

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

The particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 relating to Conservation of Energy Technologyabsorption Foreign Exchange earnings and outgo is provided in Annexure B which formspart of this Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92(3) of the Act read with Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is included in this report as Annexure C and forms anintegral part of the Directors’ Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors had re-appointed Mr. Pravin S. Herlekar (DIN: 00525610) asChairman and Managing Director and Mr. Omkar P. Herlekar (DIN: 01587154) as Whole TimeDirector for a further period of five (5) years commencing from April 1 2015 till March31 2020. The members at the 10th Annual General Meeting (AGM) held on September 26 2015had approved the said re-appointments.

Further the Board of Directors had appointed CA Laxmikant R. Kabra (DIN: 00061346) CASitendu K. Sharma (DIN: 01956423) Mr. Vikas G. Gadre (DIN: 06746818) Mr. Subhash N.Ghalke (DIN: 07239171) Adv. Sanjivani S. Patare (DIN: 07239170) Mr. Rishikesh P.Herlekar (DIN: 05240009) and Mr. Prakash H. Rao (DIN: 07239167) as Additional Directors ofthe Company. The members at the 10th Annual General Meeting (AGM) held on September 262015 had approved their appointments. Whereas Prof. (Dr.) Suhas M. Rane (DIN: 03126514)Mr. Subhash P. Mali (DIN: 00034769) and Dr. Vikas N. Telvekar (DIN: 03123785) wereappointed as Independent Directors at the 9th Annual General Meeting held on August 92014 for a term of 5 years ending on August 8 2019.

As on March 31 2016 the Board comprised of 13 (Thirteen) Directors out of which 9(Nine) were Non-Executive Directors of which 7 (Seven) Directors were IndependentDirectors. Pursuant to the Regulation 17(1)(b) of the SEBI Listing Regulations 2015 everylisted company shall have at least half of its total strength of the Board of Directors asIndependent Directors. Based on the present composition of the Board of Directors yourCompany complies with this requirement.

Inductions:

On the recommendations of the Nomination and Remuneration Committee Mr. Subhash P.Mali (DIN: 00034769) has been redesignated as Executive Director on the Board of theCompany for a period of 3 years w.e.f. May 23 2016. A separate proposal seeking approvalof the members for the appointment of Mr. Subhash P. Mali as an Executive Director of yourCompany has been incorporated in the Notice of the ensuing Annual General Meeting. Theterms of his appointment are given in the Explanatory Statement to the Notice of AnnualGeneral Meeting. In the opinion of your Directors Mr. Subhash P. Mali has the requisitequalifications and experience which would be useful to your Company and would enable himto contribute effectively in his capacity as Executive Director of your Company.

It is therefore considered prudent that your Company should continue to avail theservices of Mr. Subhash P. Mali and the Board recommends that the proposed resolutionrelating to the appointment of Mr. Subhash P. Mali as the Executive Director of yourCompany be approved.

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee also appointed:

• Mr. Pravin J. Agrawal as the Chief Financial Officer and Chief InvestorRelations Officer w.e.f. December 12 2015

• CS Sunny D. Pagare as Company Secretary and Compliance Officer w.e.f. December12 2015

Re-appointments:

In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Omkar P. Herlekar (DIN: 01587154) and CA Laxmikant R.Kabra (DIN: 00061346) are liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible have offered themselves for re-appointment. Mr. Omkar P.Herlekar and CA Laxmikant R. Kabra have confirmed their respective eligibility andwillingness to accept the office of the Directors of your Company if confirmed by themembers at the ensuing Annual General Meeting. Items seeking your approval on the abovere-appointments are included in the Notice convening Annual General Meeting.

In the opinion of your Directors Mr. Omkar P. Herlekar and CA Laxmikant R. Kabra haverequisite qualifications and experience and therefore your Directors recommend that theproposed resolutions relating to their re-appointment be passed.

Resignations:

Mrs. Anjali P. Herlekar resigned as Non-Executive Director of the Company w.e.f. May23 2016.

Mr. Hiral G. Patel has relinquished his position Chief Financial Officer and ChiefInvestor Relations Officer of the company w.e.f. December 12 2015.

Mr. Nirav K. Momaya resigned as Company Secretary and Compliance Officer of the Companyw.e.f. October 23 2015. The Board placed on record its appreciation for the servicesrendered by them during their tenure with the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations 2015. In the opinion of the Board they fulfillthe conditions of independence as specified in the Act and the Rules made there under andare independent of the management.

ANNUAL EVALUATION:

The Act states that formal annual evaluation needs to be carried out by the Board ofits own performance and that of its committees and individual directors. Schedule IV (Codefor Independent Directors) of the Act states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated. Your Company had carried out an annual evaluation of performanceof its Board and its Committees and individual Directors. The evaluation process has beenexplained in detail in the Corporate Governance Report which forms a part of this Report.

BOARD MEETINGS HELD DURING THE YEAR:

During the year under review 9 (Nine) meetings of the Board of Directors were held asrequired under the Act and SEBI Listing Regulations 2015. The details pertaining to thecomposition terms of reference etc. of the Board of Directors of your Company and themeetings thereof held during the Financial Year are given in the Report on CorporateGovernance section forming part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(3)(c) and Section 134(5) of the Act the Board ofDirectors of Omkar Speciality Chemicals Limited to the best of their knowledge andability in respect of the Financial Year ended March 31 2016 confirm that:

1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

2. They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year and of the profitof the Company for that period;

3. They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

4. They had prepared the annual accounts on a going concern basis;

5. They had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

6. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

BOARD COMMITTEES:

The Board of Directors has the following Committees:

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Resource Committee

7. Whistle Blower Committee

8. Internal Complaints Committee

The Board of Directors at its meeting held on May 23 2016 considered reconstitution ofthe Committees of the Board. The revised composition of the committees of the Board isgiven elsewhere in this Annual Report. The details of the Committees along with theircomposition number of meetings and attendance at the meetings are provided in theCorporate Governance Report.

POLICIES OF THE COMPANY:

Your Company has posted the following policies/Codes on its website(www.omkarchemicals.com):

1. Nomination & Remuneration Policy 8. Anti-Sexual Harassment Policy
2. Corporate Social Responsibility Policy 9. Board Diversity Policy
3. Environment Health & Safety Policy 10. Policy on Materiality
4. Risk Management Policy 11. Preservation of Documents Policy
5. Whistle Blower Policy 12. Records & Archives Management Policy
6. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information 13. Code of Internal Procedures And Conduct For Regulating Monitoring And Reporting Of Trading By Insiders
7. Policy governing transactions with Related Parties & Material Non-listed Subsidiaries

NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained in the Corporate Governance Report.

RISK MANAGEMENT POLICY:

The Company has laid down procedures to inform the members of the Board about the riskassessment and minimization procedures. These procedures have been periodically reviewedto ensure that the executive management controls the risk through properly definedframework. There are no risks which in the opinion of the Board may threaten the existenceof the company.

WHISTLE BLOWER POLICY:

The Company has devised an effective Vigil Mechanism for stakeholders includingDirectors shareholders employees to report concerns about unethical behaviour actual orsuspected fraud or violation of the company’s code of conduct or ethics policy tofreely communicate their concerns about illegal or unethical practices. The policy hasbeen explained in detail in the Corporate Governance Report which forms a part of thisReport.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

The details in respect of Familiarisation programmes for Board members are included inthe Corporate Governance Report which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

In terms of Section 135 of the Act every company having Net Worth of Rupees FiveHundred Crore or more or Turnover of Rupees One Thousand Crore or more or a Net Profit ofRupees Five Crore or more during any Financial Year shall constitute a Corporate SocialResponsibility Committee of the Board consisting of three (3) or more Directors out ofwhich at least one Director shall be an Independent Director. All such companies arerequired to spend at least 2% of the average Net Profits of their three (3) immediatelypreceding Financial Years on CSR related activities. Accordingly your Company wasrequired to spend Rs 46.79 Lakhs toward CSR activities out of which Rs 0.25 Lakhs wasutilized. The Board of Directors of the Company has constituted a Corporate SocialResponsibility ("CSR") Committee. The Company also has in place a CSR policy andthe same is available on the website of the Company and can be accessed through web link:http://www.omkarchemicals.com/ Policies/CSR-Policy_OSCL.pdf. The details on CSR have beenbriefly discussed in Annexure D forming part of the Directors’ Report.

TRANSACTIONS WITH RELATED PARTIES:

Related Party Transactions that were entered into during the Financial Year were on anarm’s length basis in the ordinary course of business and were in compliance withthe applicable provisions of the Act and the SEBI Listing Regulations 2015.Company’s major Related Party Transactions are generally with its wholly ownedsubsidiaries. There were no materially significant Related Party Transactions made by theCompany during the year. The details of transactions with related parties are given forinformation under notes to the accounts of the Balance Sheet as at March 31 2016.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company’s website and can be accessed through web link:http://www.omkarchemicals.com/Policies/RPT%20%20&%20Material%20Non-listed%20Subsidiaries.pdf.Details of the transactions with Related Parties are provided in the accompanyingfinancial statements. There were no transactions during the year which would require to bereported in Form AOC-2.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted Anti-Sexual Harassment Policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. The Policy aims to provide protection to employees at the workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto. All employees (permanent contractual temporary trainees) arecovered under the said policy. An Internal Complaints Committee has also been set up toredress complaints received on sexual harassment. The Company has not received anycomplaint of sexual harassment during the Financial Year 2015-16.

ENVIRONMENTAL CLEARANCE FOR MANUFACTURING UNIT LOCATED AT CHIPLUN:

The Company has received Environmental Clearance from the State Government for itsmanufacturing Unit V located at Plot No. D-27/5 M.I.D.C. Lote Parshuram Industrial AreaChiplun Taluka Khed District Ratnagiri Maharashtra. The details for the same can beviewed on the website of the Company (www.omkarchemicals.com) and of MaharashtraGovernment for Environmental Clearance (www.ec.maharashtra.gov.in). The projected capacityof this Unit is 4500 tonnes. The production at this unit shall commence in a phasedmanner. In Phase I the Company plans to produce Vitamin C and Folic Acid.

HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS:

Your Company recognizes its human resources as one of its prime & criticalresources. The relations between the Management and the Staff Members remained verycordial throughout the year under review. As on March 31 2016 the Company had 132permanent employees. Two (2) employees were employed throughout the year and in receipt ofremuneration of Rs 60 Lakhs per annum or more. There was no employee who was employed forthe part of the Financial Year 2015-16 and was in receipt of remuneration of Rs 5 Lakhsper month or more. There was no employee who was in receipt of remuneration in the yearwhich was in excess of the remuneration of the Managing Director or Whole Time Director.Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act and the Rules framed thereunder is enclosed as Annexure E to theBoard’s Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations 2015detailed review of operations performance and future outlook of the Company is coveredunder a separate Annexure to this report as Management’s Discussion & Analysis.

REPORT ON CORPORATE GOVERNANCE:

In Compliance with SEBI Listing Regulations 2015 new Listing Agreements as perrevised format with BSE and NSE were executed on December 14 2015.

A detailed Report on Corporate Governance pursuant to the requirements of SEBI ListingRegulations 2015 forms part of the Annual Report. A Certificate from the Auditors of theCompany M/s J.P.J Associates Chartered Accountants confirming compliance with theconditions of Corporate Governance as stipulated under the aforesaid Schedule V (E) ofSEBI Listing Regulations 2015 also forms part of the Annual Report.

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBIListing Regulations 2015 is not applicable to your Company for the Financial Year endingMarch 31 2016.

REGULATORY APPROVALS:

The relevant regulations and policies as prescribed by the Government of India andother regulatory bodies have been duly complied with by your Company.

Our manufacturing facilities are monitored and approved by various regulatoryauthorities. Periodically the FDA MPCB Department of Explosives etc. conducts routineaudits of all approved facilities.

AUDITORS AND AUDITOR’S REPORT:

Statutory Auditors:

At the Annual General Meeting held on August 9 2014 M/s. J.P.J. Associates CharteredAccountants Mumbai (Firm Regn. No.: 113012W) were appointed as Statutory Auditors of theCompany to hold office till the conclusion of the twelfth (12th) Annual General Meeting tobe held in the calendar year 2017. In terms of the first proviso to Section 139 of theAct the appointment of the Auditors shall be ratified by members at every Annual GeneralMeeting. Accordingly the appointment of M/s. J.P.J. Associates Chartered AccountantsMumbai (Firm Regn. No.: 113012W) as the Statutory Auditors of the Company is placed forratification by the shareholders.

In this regards the Company has obtained written confirmation from M/s. J.P.J.Associates that their appointment if ratified would be in accordance with Section 139read with Section 141 of the Act. Further in terms of the Regulation 33(1)(d) of the SEBIListing Regulations 2015 the Statutory Auditors of your Company are subjected to thePeer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. J.P.J.Associates have confirmed that they hold a valid certificate issued by ‘Peer ReviewBoard’ of ICAI.

In view of the above the Board of Directors recommends ratification of the appointmentof M/s. J.P.J. Associates Chartered Accountants as the Statutory Auditors as mentioned atItem No. 5 of the Notice. Members are requested to consider the ratification of theappointment of M/s. J.P.J. Associates and authorize the Board of Directors to fix theirremuneration.

The Auditors’ Report for Financial Year 2015-16 does not contain anyqualification reservation or adverse mark. The Auditors’ Report is enclosed with theFinancial Statements in this Annual Report.

Cost Auditors:

As per the requirement of Section 148 of the Act read with the Companies (Cost Recordsand Audit) Rules 2014 as amended from time to time your Company has been carrying outaudit of cost records every year.

The Board of Directors on the recommendation of Audit Committee has appointed M/s N.Ritesh & Associates Cost Accountants Mumbai (Firm Regn. No.: 100675) as the CostAuditor to audit the cost records of the Company for Financial Year 2016-17.

The Company is seeking the ratification of the Shareholders for the appointment of M/sN. Ritesh & Associates Cost Auditors Mumbai (Firm Regn. No.: 100675) as the CostAuditor of the Company for the Financial Year ending March 31 2017 vide Item no. 7 of theNotice of AGM.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s Nilesh A. Pradhan & Co. Practicing Company Secretary (MembershipNo. FCS 5445) to undertake the Secretarial Audit of the Company for the year ended March31 2016. The Secretarial Audit Report for the Financial Year ended March 31 2016 hasbeen annexed to this Report as Annexure F and forms an integral part of this Report.

In connection with the auditors observation in the Secretarial Audit Report it isclarified that:

Observation No. 1: Your Company will take adequate measures to do the needful in futureappropriately.

Observation No. 2: The non-filing of Form MGT-14 in respect of one Board Resolution isa technical lapse that occurred inadvertently. Observation No. 3 and 4: your Company hasnoted the same for proper compliance.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:-

Auditors of the Company have not reported any frauds to the Audit Committee or to theBoard of Directors under section 143(12) of the Companies Act 2013 including rules madethereunder.

SECRETARIAL STANDARDS:

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of theBoard of Directors (SS – 1) and Secretarial Standard on General Meetings (SS –2) effective from July 1 2015. Your Company complies with the same.

Your Company will comply with the other Secretarial Standards issued by the Instituteof Company Secretaries of India (ICSI) as and when they are made mandatory.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to Company’s esteemed clientsvendors investors business associates and bankers for their continuous support to theCompany. The Directors also thank the Central & State Governments Governments ofvarious countries Customs & Excise Departments Ministry of Commerce Ministry ofFinance Ministry of External Affairs Ministry of Corporate Affairs MaharashtraIndustrial Development Corporation and other Government Agencies for their positivesupport and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the contribution made by theemployees at all levels but for whose hard work and support your Company’sachievements would not have been possible.

For and On behalf of the Board
For Omkar Speciality Chemicals Limited
Sd/-
Pravin S. Herlekar
Date: May 23 2016 Chairman & Managing Director
Place: Badlapur (DIN: 00525610)