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Fine Organic Industries Ltd.

BSE: 541557 Sector: Industrials
NSE: FINEORG ISIN Code: INE686Y01026
BSE 00:00 | 22 Mar 1258.25 -17.60
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NSE 00:00 | 22 Mar 1260.95 -15.45
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OPEN 1296.50
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VOLUME 573
52-Week high 1323.00
52-Week low 735.20
P/E 27.91
Mkt Cap.(Rs cr) 3,858
Buy Price 1252.65
Buy Qty 3.00
Sell Price 1253.00
Sell Qty 10.00
OPEN 1296.50
CLOSE 1275.85
VOLUME 573
52-Week high 1323.00
52-Week low 735.20
P/E 27.91
Mkt Cap.(Rs cr) 3,858
Buy Price 1252.65
Buy Qty 3.00
Sell Price 1253.00
Sell Qty 10.00

Fine Organic Industries Ltd. (FINEORG) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Sixteenth Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended 31st March 2018.

FInancIal pERFoRmancE:

The Company's performance during the year ended 31st March 2018 compared tothe previous financial year is summarised below:

(Rs in lakhs)

Standalone Consolidated
Particulars 2017-18 2016-17 2017-18 2016-17
Total Revenue from operations* 86088.85 81442.07 86041.70 81589.09
Profit before Interest Tax & Depreciation 18035.70 15096.82 17438.64 14889.71
Less : Interest & Finance Charges 312.25 435.84 315.46 438.89
Less : Depreciation 2003.92 2371.25 2004.41 2371.31
Profit for the year before Tax 15719.53 12289.73 15118.77 12079.51
Less : Provision for Taxation
- Current 5650.00 4500.00 5650.00 4500.00
- Deferred (81.98) (193.39) (81.98) (193.39)
Net 10133.50 7997.48 9532.74 7787.27
Other Comprehensive Income (15.59) (20.86) (15.59) (20.86)
Total Comprehensive Income 10117.91 7976.62 9517.15 7766.41
REtaInEd EaRnInGs
Opening Balance of Retained Earnings 31372.64 23375.16 30761.33 22974.07
Add: Profit for the year 10133.50 7997.48 9532.74 7787.27
Add: Other comprehensive income (15.59) (20.86) (15.59) (20.86)
Less: Appropriations: Dividend - - - -
Final Dividend 2299.50 - 2299.50 -
Interim Dividend - - - -
Total Dividend on Equity Shares 2299.50 - 2299.50 -
Provision for Corporate Dividend Tax on Dividend 468.12 - 468.12 -
Balance as at end of the year 39312.34 32984.05 38025.35 32321.03

* Revenue from operations for the year ended 31st March 2017 was inclusiveof Excise Duty of Rs 3673.46 lakhs post introduction of Goods & Service Tax (GST)effective 1st July 2017. Revenue from operations for the year ended 31st March2018 is net off the related GST Rs 4946.47 lakhs accordingly the revenue from operationsis strictly not comparable.

Pursuant to the notification dated 16th February 2015 issued by theMinistry of Corporate Affairs the Company has adopted the

Indian Accounting Standards ("Ind As") notified under the Companies (IndianAccounting Standards) Rules 2015. Accordingly the financial statements accompanying thisreport are in Ind AS and the previous year figures have also been restated to the new IndAS regulations to enable comparative study.

REVIEW OF BUSINESS & FINANCIAL PERFORMANCE:

We are the largest manufacturer of oleochemical-based additives in India and a strongplayer globally in this industry. Our success is the result of sustained efforts over thedecades in all areas of our business such as product innovation process technologyimprovements increases in scale improved raw material procurement and focus on culturalunderstanding of consumers.

During the year we have produced a wide range of specialty plant derivedoleochemical-based additives used in food plastic cosmetics paint ink coatings andother specialty applications in various industries. As at 31st March 2018 wehad a range of 387 different products sold under the ‘Fine Organics' brand and wehave 631 direct customers (i.e. end-users of our products) and 127 distributors (who soldour products to more than 5000 customers) from 69 countries.

Our direct customers are multinational regional and local players manufacturingconsumer products and petrochemical companies and polymer producers globally. Our plasticsadditives and specialty additives are also used in the packaging of foods and other fastmoving consumer goods.

During the financial year the standalone revenue from operations (Net off Taxes)aggregating to Rs 85204.10 lakhs as compared to Rs 77768.61 lakhs achieved during theprevious year registering the growth of 9.56% over previous financial year. The standaloneNet Profit after Tax increased to Rs 10133.50 lakhs from Rs 7997.48 lakhs a growth of26.71 % over the previous Financial Year. During the year under review the Companyhas achieved consolidated revenue from operations (Net off Taxes) aggregating to Rs85156.95 lakhs as compared to Rs 77915.63 lakhs achieved during the previous yearregistering the growth of 9.29% over previous financial year. The consolidated Net Profitafter Tax increased fromRs 9532.74 lakhs to Rs 7787.27 lakhs a growth of 22.54 % overthe previous Financial Year.

AMALGAMATION ORDER PASSED BY NATIONAL COMPANY LAW TRIBUNAL (NCLT)

The Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench has passed the Order on19th June 2017 sanctioning the Scheme of Amalgamation between Fine Researchand Development Centre Private Limited and Fine Speciality Surfactants Private Limited ("transferorcompanies") with your Company.

The Company has filed the copy of the order with the

Registrar of the Companies Mumbai on 3rd July 2017 and the scheme becameeffective from the same date.

CONVERSION OF THE COMPANY FROM PRIVATE TO PUBLIC

Your Company was converted into a public limited company the word ‘private' wasstruck off from the name of of the Company and consequently a fresh certificateincorporation dated 2nd November 2017 was issued by the RoC pursuant toconversion recording the change of our Company's name to ‘Fine Organic IndustriesLimited'.

INTIIAL PUBLIC OFFERING:

Your Company made an Initial Public Offer by way of an offer for sale for 7664994equity shares at Rs 783/- per share aggregating to Rs 600.17 crores. Total 6 shareholderswho participated in the growth of your Company offered their shares in the Initial PublicOffer (IPO). The Issue was opened on 20th June 2018 and closed on 22nd June2018. The IPO got overwhelming response from all the categories of investors and wassubscribed around 9 times with QIB portion getting oversubscribed by 14.44 timesnon-institutional portion by 18.76 times and the retail portion by 1.53 times. The tradingof Equity Shares of the Company commenced on 2nd July 2018 on BSE Limited andthe National Stock Exchange of India Limited. We welcome all the new shareholders tobecome a part of the growth story of the Company in the future.

SHARE CAPITAL

During the year pursuant to the scheme of amalgamation of Fine Research andDevelopment Centre Private Limited and Fine Speciality Surfactants Private Limited withyour Company (‘the scheme of amalgamation') the authorised share capital of theCompany is increased from Rs 51000000/- (Rupees Five Crore Ten Lakh only)comprising 5100000 equity shares of face value of Rs 10/- (Rupees Ten only) each to Rs52000000/- (Rupees Five Crore Twenty Lakh only) comprising 5200000 equity shares offace value of Rs 10/- (Rupees Ten only) each.

Further pursuant to the resolution passed by the shareholders in their Extra-ordinaryGeneral Meeting held on 22nd September 2017 the authorized share capital ofyour Company increased from Rs 52000000/- (Rupees Five Crore Twenty Lakh only)comprising 5200000 equity shares of face value of Rs 10/- (Rupees Ten only) each to Rs200000000/- (Rupees Twenty Crore only) comprising 20000000 equity shares of facevalue of Rs 10/- (Rupees Ten only) each by creation of additional Rs 148000000/-(RupeesFourteen Crore Eighty Lakh only) equity shares of Rs 10/- (Rupees Ten each).

Further on 6th November 2017 shareholders approved in their Extra-ordinaryGeneral Meeting the sub-division of the face value of the Equity Shares from Rs 10 eachto Rs 5 each in the authorised share capital of the Company i.e. Rs 200000000/-(Rupees Twenty Crore only) comprising 20000000 equity shares of face value of Rs 10/-(Rupees Ten only) to Rs 200000000/- (Rupees Twenty Crore only) comprising 40000000equity shares of face value of Rs 5/- (Rupees Five only).

During the year pursuant to the resolutions passed by the Board of Directors at itsmeeting held on 5th July 2017 and the scheme of amalgamation 280000 equityshares of face value of Rs 10 each were allotted to the shareholders of Fine SpecialitySurfactants Private Limited and Fine Research and Development Centre Private Limited.Further pursuant to a resolution passed by our Shareholders on 22nd September2017 in their Extra-Ordinary General Meeting for issue of Bonus shares in the proportionof two equity shares for every one equity share 10219992 equity shares were allottedto the shareholders as of the record date being 10th August 2017 pursuant tothe resolution passed by the Board in its meeting held on 16th October2017.

The Company has not issued shares with differential voting rights nor granted stockoptions nor sweat equity.

Dividend:

Your Directors are pleased to recommend a final dividend of Rs 7/- per equity sharei.e. 140% of nominal value of Rs 5/- each for the financial year 2017-18 subject to theapproval of shareholders at the ensuing Annual General Meeting.

The dividend for the financial year will result in an outlay of Rs 2583 lakhs(including Dividend Distribution Tax of Rs 437 lakhs).

TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount profitto the GeneralReserve during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act 2013 and in view ofnotification issued by the Ministry of Corporate Affairs on Ind-AS the Company hasprepared consolidated financial statements of the Company and all its subsidiaries as perInd-AS which forms part of this Annual Report.

SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURE

As on 31st March 2018 the Company has two subsidiaries and one jointventure Company as mentioned hereunder:

Fine Organics USA Inc. - Wholly Owned subsidiary
Fine Organics Europe BVBA - Subsidiary
Fine Zeelandia Private Limited - Joint Venture Company

However as on the date of the report the Company has one more Joint Venture Companyviz. "FineADD Ingredients

GmbH". The Joint Venture Company has been formed under the laws of Germany withits registered office situated in Bitterfeld - Wolfen Germany pursuant to the jointventure agreement dated 17th January 2018 between your company and ADCOTECGmbh. Both the parties will hold 50% of the issued and outstanding shares in the JointVenture. The purpose of the Joint Venture is inter-alia (i) application developmentmarketing distribution and sale activities of inter alia derivatives of fatty acidsesters distill monoglyceride-emulsifier and enzyme formulations for use in bakeryingredients (the "Products") within the food and additives markets of Europe(excluding the Russian Federation Republic ("Territory"); (ii) establish a stateof the art production facility; and (iii) set up a production plant for the Products inthe Territory. Pursuant to the provisions of sub section (3) of section 129 of the Actread with Rule 5 of the Companies (Accounts) Rules 2014 statement containing the salientfeatures of the financial statement of our subsidiaries and joint venture in theprescribed format AOC-1 is appended as "annexure a" to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013

All related party transactions entered into by the Company during the financial yearwere in the ordinary course of business and on arm's length basis and in compliance withthe applicable provisions of the Companies Act 2013 and the

Listing Regulations. During the financial year under review none of the transactionsentered into with related parties were material as defined under the Act and ListingRegulations.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at https://www.fineorganics.com/investor-relations/corporate-governance/ policies. There were notransactions during the year which would require to be reported in Form AOC-2. Thereforea Nil Report is attached as "annexure B".

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particular of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the Standalone Financial Statementsprovided in this Annual Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS

The Statutory Audit Report and Secretarial Audit Report issued for the financial yearended 31st March 2018 do not contain any qualification adverse remark orreservation and therefore do not call for any further explanation or comments from theBoard under Section 134(3) of the Companies Act 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143"OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT"

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Committee during the yearunder review.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS

As on 31st March 2018 our Board comprises ten Directors including fiveexecutive Directors and five independent

Directors.

In the Extra-Ordinary General Meeting held on 6th November 2017 followingexisting Directors of the Company have been appointed /re-designated for a period of fiveconsecutive years w.e.f 6th November 2017.

Sr. No. Name of the Directors Designation
1. Mr. Prakash Damodar Kamat (DIN 00107015) Whole Time Director and Chairman
2. Mr. Mukesh Maganlal Shah (DIN 00106799) Managing Director
3. Mr. Jayen Ramesh Shah (DIN 00106919) Whole Time Director and Chief Executive Officer
4. Mr. Tushar Ramesh Shah (DIN 00107144) Whole Time Director and Chief Financial Officer
5. Mr. Bimal Mukesh Shah (DIN 03424880) Whole Time Director

In the Extra-Ordinary General Meeting of the Company held on 13th November2017 Mr. Prakash Krishnaji Apte (DIN: 00196106) Mr. Mahesh Pansukhlal Sarda (DIN:00023776) Mr. Parthasarathi Thiruvengadam (DIN: 00016375)

Ms. Pratima Umarji (DIN: 05294496) and Mr. Sundareshan Sthanunathan (DIN: 01675195)were appointed as

Independent Directors of the Company for a period of five consecutive years with effectfrom 13th November 2017. However Mr. Sundareshan Sthanunathan tendered hisresignation on 29th December 2017 due to some personal reasons. Further Mr.Kaushik Dwarkadas Shah (DIN: 00124756) was appointed as an Independent Director in theExtra-Ordinary Meeting of the Company held on 24th January 2018 for aperiod of five consecutive years.

Declarations by Independent directors

The Company has received and taken on record the declarations received from theIndependent Directors of the Company in accordance with the Section 149(6) of theCompanies Act 2013 confirming their independence and Regulation 25 of the ListingRegulations.

Retire by rotation

In the forthcoming AGM Mr. Mukesh Maganlal Shah will retire by rotation and will beconsidered for re-appointment because of his eligibility.

Familiarisation programme

In compliance with the requirements of the Listing Regulations the Company has put inplace a familiarisation programme for the Independent Directors to familiarise them withtheir roles rights and responsibilities as Independent Directors the working of theCompany nature of the industry in which the Company operates business model and so on.The same is also available on the Company website at www. fineorganics.com.

DISCLOSURES RELATED TO BOARD COMMITTEES BOARD MEETING:

The Board met twenty times during the period under review. The details of the Boardmeetings and the attendance of Directors thereat are provided in the Corporate GovernanceReport forming part of the Annual Report.

Board committees

In order to strengthen its functioning the Board of Directors has constituted thefollowing Committees as per the requirement of Companies Act 2013 and the SEBIRegulations:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

Details of the Committees along with their charter composition and meetings heldduring the year are provided in the Corporate Governance Report which forms part of thisAnnual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that: a) in the preparation of the annual accounts for the year ended31st March 2018 the applicable accounting standards have been followed alongwith proper explanation relating to material departures; b) the directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company of the as at 31st March 2018 and of the profit

Company for that period; c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the directors had prepared the annual accounts on a going concernbasis; e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act 2013 andrequirements of Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has a vigil mechanism which has beenincorporated in the Whistle Blower Policy for Directors and Employees to report genuineconcerns. The Whistle Blower Policy also provides for adequate safeguards againstvictimization of persons who use vigil mechanism and for direct access to the Chairman ofthe Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy isuploaded on the website of your Company at https://www.fineorganics.com/investor-relations/corporate-governance/ policies

STATEMENT INDICATING DEVELOPMENT AND I MPL EMENTATION OF RISK MANAGEMENT POLICY

The company strives to identify opportunities that enhance organisational values whilemanaging or mitigating risks that can adversely impact its future performance. The Companyhas developed & implemented Risk Management

Policy. Major risks identified by the Company's business and functions aresystematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

IntermsoftheprovisionsofSection135oftheCompaniesAct 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of yourCompany has constituted a Corporate Social Responsibility ("CSR") Committee. Thecomposition and terms of reference of the CSR Committee are provided in the CorporateGovernance Report which forms part of this Annual Report. Your Company has alsoformulated a CSR Policy and the same is available on your Company's website athttps://www. fineorganics.com/investor-relations/corporate-governance/ policies.

Your Company strongly believes and emphasizes on contributing towards the welfare ofsociety by utilizing some profits earned by the Company through its business operations.The CSR committee had series of discussion with the NGO partner's to indentify andadoption of long term CSR projects during the period under review. As on certain the dateof the report the Company has indentified CSR projects and finalisation andimplementation of these projects are under process.

The Report on CSR Activities is annexed herewith as

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

The Company is committed to provide a safe and conducive work environment to itsemployees. The Company has complied with the provisions relating to the constitution ofinternal complaints committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the year under review therewere no cases received in relation to the sexual harassment.

NOMINATION REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has framed a policy which inter alia lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Companyand criteria for selection and appointment of Board members. The policy is annexed as ‘annexured' to this report.

ANNUAL EVALUATIONO F DIRECTORS COMMITTEES AND BOARD

The Board has carried out the annual performance evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and Regulation 17 of the Listing Regulations. The manner in which the evaluation hasbeen carried out has been provided in the Corporate Governance Report.

The Independent Directors were satisfied with the overall functioning of the Board itsvarious committees and performance of Individual Directors.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended the Company has not employed any employee(s) in receipt of remuneration exceedingthe limits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are also provided in the Annual Report as "annexureE" which forms part of this Report.

HUMAN RESOURCES

As at 31st March 2018 we had 608 full-time employees. We have never had alabour strike and none of our full-time employees are in a union. Employees are consideredto be one of the most important assets and one of the most critical resources in thebusiness which maximize the effectiveness of the organisation. Human resources build theenterprise and the sense of belonging would inculcate the spirit of dedication and loyaltyamongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources. Company makes continuous andconsistent efforts to attract and retain best talent in the industry as employees areindispensable factor for growth of the organisation.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of Internal Financial Controls and their adequacy are includedin the Management Discussion & Analysis Report which forms part of this Report.

STATUTORY AUDITORS

M/s. B Y & Associates Chartered Accountants Mumbai (Firm Registration No.123423W) were appointed as the statutory auditors of the Company to hold office for a termof 5 years from the conclusion of the 15th Annual General Meeting held on 10thJuly 2017 until the conclusion of the 19th Annual General Meeting of theCompany to be held in the year 2022.

Pursuant to the notification issued by the Ministry of Corporate Affairs on 7thMay 2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the members at every Annual General Meeting hasbeen omitted and hence your Company has not proposed ratification of appointment of M/s. BY & Associates Chartered Accountants Mumbai at the forthcoming Annual GeneralMeeting.

COST AUDITORS:

Your Board of Directors based on recommendation of the Audit Committee has appointedM/s Y. R. Doshi & Associates Cost Accountants in practice to audit the cost accountsof the Company for the Financial Year 2018-19. In term of Rule 14 of the Companies (Auditand Auditors) Rules 2014 the remuneration payable to the Cost Auditor is required to beratified by the shareholders. Accordingly a resolution seeking ratification by themembers for the remuneration is listed as Item No. 4 of the AGM Notice as OrdinaryResolution.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s KS & Associates Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Auditor for Financial Year2017-18 is appended as "annexure F" to this Report.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in "annexureG" to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "annexureH" to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of Corporate Governance. YourCompany continues to be compliant with the requirements of Corporate Governance asenshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(‘Listing Regulations'). A

Report on Corporate Governance along with the Certificate from the practicing CompanySecretary confirming all the compliance with the Conditions of Corporate Governance asstipulated in the Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming an integral part of thisAnnual Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on the following items during the year underreview:

1. Deposits covered under Chapter V of the Act;

2. Material changes and/ or commitments that could affect the Company's financialposition which have occurred between the end of the financial year of the

Company and the date of this report;

3. Significant or material orders passed by the Regulators or Courts or Tribunalswhich would impact the going concern status and Company's operations in future;

4. Non-exercising of voting rights in respect of shares purchased directly by employeesunder a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014;

5. Receipt of any remuneration or commission from any of its subsidiary companies bythe Managing Director or the Whole-time Directors of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers shareholders suppliersinvestors bankers business partners/associates financial institutions and regulatorybodies for their consistent support and encouragement to the Company.

For and On Behalf of the Board
Fine organic Industries limited
Place: Mumbai prakash Kamat
Date: 13th August 2018 Executive Chairman