TO THE MEMBERS OF OMKAR SPECIALITY CHEMICALS LIMITED
Your Directors are pleased to present their Fifteenth Annual Report on business andoperations of your Company together with Audited Financial Statements for the FinancialYear ended on March 31 2020.
|FINANCIAL HIGHLIGHTS: || || |
| || ||(Rs. in Lakhs) |
|Particulars ||2019-20 ||2018-19 |
|Total Revenue ||5732.53 ||4511.29 |
|Total Expenditure ||6864.31 ||6656.39 |
|Profit Before Tax & Exceptional Items ||(1131.78) ||(2145.10) |
|Profit Before Tax ||(1131.78) ||(1152.09) |
|Tax Expenses ||332.27 ||535.37 |
|Profit After Tax ||(1464.05) ||(1687.46) |
|Balance in Profit & Loss Account brought forward from Previous Year ||- ||- |
|Appropriations: ||- ||- |
|a) Proposed Dividend ||- ||- |
|b) Tax on Dividend ||- ||- |
|Transfer to General Reserve ||- ||- |
|Surplus carried to the next year's account ||- ||- |
PERFORMANCE REVIEW: o Income
Your Company's performance in the current Financial Year in terms of Total Incomestood at Rs. 5732.53 Lakhs as compared to Rs. 4511.29 Lakhs in the previous year.
Profit / Loss Before Tax
Your Company's Profitbefore Tax for the current year was Rs. (1131.78) Lakhs as againstRs. (1152.09 ) Lakhs in the previous year.
Profit / Loss After Tax
Your Company's Profit after Tax for the current year was Rs. (1464.05) Lakhs as againstRs. (1687.46) Lakhs in the previous year.
A detailed discussion of operations for the year ended March 31 2020 is provided inthe Management Discussion and Analysis Report which is presented in a separate sectionforming part of this Annual Report.
The movement of Equity Capital is as under:
|Particulars ||No. of Equity Shares |
|Equity Capital as on April 1 2019 ||20578004 |
|Increase/ Decrease during the year ||NIL |
|Equity Capital as on March 31 2020 ||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.
In view of losses incurred by your Company no dividend has been proposed to bedeclared in the Financial Year 2019-20.
As at March 31 2020 your Company had liquid assets of Rs. 1394.37 lakhs as against Rs.18.75 lakhs at the previous year end on consolidated basis. Your company maintainssufficient cash reserves to meet its operations and
IMPACT OF GLOBAL HEALTH PANDEMIC COVID 19
The COVID-19 pandemic is a worldwide crisis and has meant that the economies will haveto operate alongside the disease now as the attention has started shifting from lockdownto safe reopening. The Company strictly followed the guidelines issued by the local stateand central governments and beyond to protect the health and well-being of its workforceand ensured minimum disruption to its customers.
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID 19) on February 11 2020. The Ministry of Home Affairs Governmentof India on March 24 2020 notified the first ever nationwide lockdown in India to containthe outbreak of Covid-19. Towards the end of the quarter ended March 2020 the operationswere disrupted at certain manufacturing facilities of the Company. Our teams reacted withspeed and efficiency and quickly leveraged to shift the non-production workforce to anentirely new "work-from-home" model.
The Company has taken various initiatives towards financial medical and communitysupport in the fight against Covid-19 pandemic in association with Badlapur IndustriesWelfare Association (BIWA). The Company's team has also extended its helping hand to thetribal localities around Badlapur. As we are trying to restore the operations it is goingto be a challenge to bring the same to normalcy. There will be hurdles in streamlining thesupply chain management production activities logistics etc. however the Company hastaken necessary measures to streamline the activities at the earliest and these measuresare yielding results to our satisfaction.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS U/S 186:
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 "SEBI Listing Regulations 2015")are given in the notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENT:
Except as disclosed elsewhere in the Report there have been no material changes incommitments affecting the financial position of the Company between and the End ofFinancial Year to which this financial statement relates on the date of this Report. Therehas been no change in the nature of business of the Company.
INTERNAL FINANCIAL CONTROLS:
Internal Financial Controls are an integral part of the Group Risk Management frameworkand processes that address financial and financial reporting risks. The key internalfinancial controls have been documented automated wherever possible and embedded in therespective business processes. The details in respect of internal financial controls andtheir adequacy are included in the Management Discussion & Analysis which forms partof this Report.
The Company does not have any Subsidiary Company. There are no associate companies orjoint venture companies within the meaning of Section 2(6) of the Act.
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)of the Companies (Accounts) Rules 2014 relating to Conservation of Energy Technologyabsorption Foreign Exchange earnings and outgo is provided in Annexure A which formspart of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31 2020 the Board comprised of 4 (Four) Directors out of which 2 (Two)were Non-Executive Independent Directors.
Mr. Subhash Ambatkar (DIN: 08721741) confirmed his eligibility and willingness toaccept the office of Executive Director considering his integrity expertise andexperience effective February 14 2020 for the period of three years subject to theapproval of shareholders at the ensuing AGM. The notice convening the meeting sets out thedetails of his appointment.
Mr. Pravin Herlekar (DIN: 00525610) Chairman & Managing Director on completion ofhis tenure effective March 31 2020 being eligible and have offered himself forre-appointment. Mr. Pravin Herlekar confirmed his willingness to accept the office of theChairman and Managing Director of your Company if confirmed by the members at the ensuingAnnual General
Meeting. Item seeking your approval on the above re-appointment are included in theNotice Convening Annual General Meeting.
In accordance with the Provision of Section 149 and 152 of the Companies Act 2013 andas per the provisions Articles of Association and pursuant to the provision of SEBI(Listing obligation and Disclosure Requirement) Regulation 2015 and in accordance withthe Nomination made by Nomination and Remuneration Committee Adv. Sanjivani Patare (DIN:07239170) year tenure an Independent director effective in May 7 2020 being eligible tore-appointment oncompletionofherfirst to the Board as an Independent director for a periodof next consecutive 5 (five) years subject to the approval of shareholders at the ensuingAGM. The notice convening the meeting sets out the details of his re-appointment.
In the opinion of your directors Mr. Subhash Ambatkar and Adv. Sanjivani Patare haverequisite qualification and experience and therefore your Director recommended that theproposed resolution relating to their re-appointment be passed.
Mr. Prakash Rao. Executive Director of the Company resigned with effect from February14 2020.
Mr. Laxmikant Kabra Non - Executive and Non Independent Director of the Companyresigned from February 14 2020.
Mr. Sitendu Sharma Non - Executive and Non Independent Director of the Companyresigned from November 19 2019.
Dr. Vikas Telvekar Non - Executive and Non Independent Director of the Companyresigned from August 14 2019.
Ms. Bhavana Shewakramani Non - Executive and Non Independent Director the Companyresigned from August 14 2019.
The Board places on record its appreciation for contribution and guidance provided byall dignified directors during their respective tenure as an Executive Director andNon-Executive and Non- Independent Directors of the Company.
CHANGES IN KEY MANAGERIAL PERSONNEL:
The following persons were designated as Key Managerial Personnel pursuant to theprovisions of Section 203 of the Act:
Mr. Rishikesh Herlekar Chief Executive officer of the Company with the effect fromNovember 13 2019. Mr. Vaman Acharya Chief Financial Officer of the Company with theeffect from November 13 2019.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Sub-section (3) of Section 92 of the Act read with Sub-rule (1) of Rule 12 of theCompanies (Management and Administration) Rules 2014 is included in this report asAnnexure B and forms an integral part of the Directors' Report.
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 in the Actand the Rules made there under and are independent of thetheyfulfilltheconditionsofindependenceasspecified management.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the performance evaluation was carried out asunder:
Board: In accordance with the criteria suggested by the Nomination andRemuneration Committee the Board of Directors evaluated the performance of the Boardhaving regard to various criteria such as Board composition Board processes and Boarddynamics. The Independent Directors at their separate meeting also evaluated theperformance of the Board as a whole based on various criteria. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.
Committees of the Board: The performance of the Audit Committee the CorporateSocial Responsibility Committee the Nomination and Remuneration Committee and theStakeholders Relationship Committee was evaluated by the Board having regard to variouscriteria such as committee composition committee processes and committee dynamics. TheBoard was of the unanimous view that all the committees were performing their functionssatisfactorily and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed thereunder and theListing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Individual Directors: Independent Directors: In accordance with the criteriasuggested by the Nomination and Remuneration Committee the performance of eachindependent director was evaluated by the entire Board of Directors
(excluding the director being evaluated) on various parameters like qualificationexperience availability and attendance integrity commitment governance independencecommunication preparedness participation and value addition. The Board was of theunanimous view that each independent director was a reputed professional and broughthis/her rich experience to the deliberations of the Board
Non-Independent Directors: The performance of each of the non-independentdirectors (including the Chairperson) was evaluated by the Independent Directors at theirseparate meeting. Further their performance was also evaluated by the Board of Directors.Various criteria considered for the purpose of evaluation included qualificationexperience availability and attendance integrity commitment governance communicationetc. The Independent Directors and the Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.
BOARD MEETINGS HELD DURING THE YEAR:
During the year under review 4 (Four) meetings of the Board of Directors were held asrequired under the Companies 2013 Act and SEBI Listing Regulations 2015. The detailspertaining to the composition terms of reference etc. of the Board of Directors of yourCompany and the meetings thereof held during the Financial Year are given in the Report onCorporate Governance 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 and ability in respect of thefinancial year ended March 31 2020 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 Loss ofthe 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.
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
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
POLICIES OF THE COMPANY:
Your Company has posted the following documents on its website www.omkarchemicals.com:
|1. Nomination & Remuneration Policy ||9. Anti-Sexual Harassment Policy |
|2. Corporate Social Responsibility Policy ||10. Board Diversity Policy |
|3. Environment Health & Safety Policy ||11. Policy on Materiality |
|4. Risk Management Policy ||12. Preservation of Documents Policy |
|5. Whistle Blower Policy ||13. Records & Archives Management Policy |
|6. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ||14. Code of Internal Procedures And Conduct For Regulating Monitoring And Reporting Of Trading By Insiders |
|7. Policy for procedure of inquiry in case of leak of unpublished price sensitive information ||15. Materiality Policy pursuant to the SEBI (ICDR) Regulations |
|8. 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.
WHISTLE BLOWER POLICY:
The Company has devised an effective Vigil Mechanism for stakeholders includingDirectors shareholders employees to report concerns about unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy to freelycommunicate their concerns about illegal or unethical practices. The policy has beenexplained in detail in the Corporate Governance Report which forms a part of this Report.
FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:
The details in respect of familiarization programs for Board members are included inthe Corporate Governance 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 of Rupees Five Crore or more duringthe previous Year shall constitute a Corporate Social Responsibility Committee of theBoard consisting of three (3) or more Directors out of which at least one
Director shall be an Independent Director. All such companies are required to spend atleast 2% of the average Net Profits of their three (3) immediately preceding FinancialYears on CSR related activities. Accordingly your Company was not required to spend anyamount toward CSR activities on account of losses. The Board of Directors of the Companyhas constituted a Corporate Social Responsibility ("CSR") Committee. The Companyalso has in place a CSR policy and the same is available on the website of the Company andcan be accessed through Web Link:http://www.omkarchemicals.com/Policies/CSR-policy-28-1-16.pdf. The details on CSR havebeen briefly discussed in Annexure C forming part of the Directors' Report.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The requisite details relating to ratio of remuneration percentage increase inremuneration etc. as stipulated under the above Rules are annexed as Annexure to thisReport.
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 with theapplicable provisions of the Act and the SEBI Listing Regulations 2015. There
Related Party Transactions made by the Company during the year. The details oftransactions werenomateriallysignificant with related parties are given for informationunder notes to the accounts of the Balance Sheet as at March 31 2020.
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 Partiesare provided in the accompanying financial statements. There were no transactions duringthe year which would require to be reported in Form AOC-2.
POLICY ON SEXUAL HARASSMENT (POSH) 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 is applicable for all employees of the organization whichincludes corporate office branches depots and manufacturing locations etc. The policy isapplicable to non-employees as well i.e. business associates vendors trainees etc.
A Complaints Committee has also been set up to redress complaints received on sexualharassment as well as other forms of verbal physical written or visual harassment.
During the financial year under review the Company did not receive any complaints ofsexual harassment and no cases were filed under the POSH Act.
HUMAN RESOURCE MANAGEMENT
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 2020 the Company had 59permanent employees at its manufacturing plants and its administrative office. Two (2)employees were employed throughout the year. There was no employee who was employed forthe part of financial year 2019-20 and was in receipt of remuneration of Rs. One crore twolakhs per annum and Eight lakhs fifty thousand per month or more. There was no employeewho was in receipt of 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 D to theBoard's report.
The relationship with the workmen and staff remained cordial and harmonious during theyear and the management received full cooperation from employees.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 detailed review of operations performance andfuture outlook of the Company is covered under a separate Annexure to this report asManagement's Discussion & Analysis.
REPORT ON CORPORATE GOVERNANCE:
A detailed Report on Corporate Governance pursuant to the requirements of SEBI ListingRegulations forms part of the
Annual Report. A Certificate from the Auditors of the Company M/s Desai Saksena &Associates Chartered Accountants confirming compliance with the conditions of CorporateGovernance as stipulated under the aforesaid Schedule V (E) of SEBI Listing Regulationsalso 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 2020.
The relevant regulations and policies as prescribed by the Government of India andother regulatory bodies have been duly complied 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:
In accordance with the provisions of Section 139 of the Companies Act 2013 and theRules made there under M/s. Desai Saksena & Associates Chartered AccountantsMumbai having FRN.: 102358W was appointed as the Statutory Auditors of the Company atthe 12th Annual General Meeting held on September 27 2017 for a term of five years tillthe conclusion of 17th Annual General Meeting. However M/s. Desai Saksena &Associates Chartered Accountants Mumbai has tender their resignation as the StatutoryAuditors of the Company expressing their inability due to proposed audit fees is notcommensurate with the time and effort involved in carrying out the audit resulting in acasual vacancy in the office of the Company w.e.f. August 21 2020 as per section 139(8)of the Companies Act 2013.
In accordance with aforesaid provisions of the Act the Board has recommended to themembers for the appointment of M/s. PSV Jain & Associates Chartered AccountantsThane having FRN.: 131505W as the Statutory Auditors of the Company: a) To fill thecasual vacancy caused by the resignation of M/s. Desai Saksena & Associates CharteredAccountants Mumbai and to hold the office of the Statutory Auditors upto the conclusionof this Annual General Meeting: and b) For a period of five years from the conclusion ofthe 15th Annual General Meeting till the conclusion of 20th Annual
General Meeting of the Company.
M/s. PSV Jain & Associates Chartered Accountants Thane has confirmed theireligibility to act as the Statutory Auditors of the Company. M/s. Desai Saksena &Associates Chartered Accountants Mumbai have completed the Statutory Audit for period2019-20. Further in terms of the Regulation 33(1) (d) of the SEBI Listing Regulations2015 the Statutory Auditors of your Company are subjected to the Peer Review Process ofthe Institute of Chartered Accountants of India (ICAI). PSV Jain & Associates haveconfirmed that they hold a valid certificate issued by Peer Review Board' of ICAI.
The Report given by M/s. Desai Saksena & Associates Statutory Auditors on thefinancial statement of the Company for the Financial Year ended on March 31 2020 is partof the Annual Report.
During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act. M/s. Desai Saksena & Associates over many years have successfullymet the challenge that the size and scale of the Company's operations pose for auditorsand have maintained the highest level of governance ethical standards rigor and qualityin their audit. The Board place on record its appreciation for the services rendered byM/s. Desai Saksena & Associates as the Statutory Auditors of the Company.
Explanation or comments by the board on every qualification reservation or adverseremark or disclaimer made by the statutory auditors:
1. The company has a sound business plan in terms of its diversified product profileanda wide customer base both on the domestic as well as international front. The businessfundamentals are extremely strong and the company can progress with reasonable growth ratein coming years. The company has got sufficient orders on ongoing basis. The business inthe recent past has been affected on account of Working Capital requirements andimplications of COVID-19. However the company has firmed up plans for improving the cashflows by infusion of Equity and also unlocking of business impacted by COVID-19.
In view of the above in spite of having negative net worth the financial results havebeen prepared assuming that the company will continue as a going concern.
2. There has been a major fire break out on Nov 26 2019 at factory located at Flot No.F-24 M.I.D.C. Badlaur Dist:
Thane Maharashtra -421503 of the Company resulting in substantial damage of plant& machineries factory building and Inventories. Intimation of fire has been given toinsurer. The insurance claim of loss for damage of Plant and Machinery Factory building& Inventories due to fire is yet to be assessed by the Insurer and claim settlement isunder process. The policy is on reinstatement basis. As a result book value of factorybuilding plant and machinery and other fixed assets other than leasehold land have beenreduced from net block of property plant and equipment's amounting to Rs. 839.33 Lacs.Also the value of inventory destroyed due to fire in the said location amounting toRs.354.89 Lacs have been reduced from closing stock of inventory with the company. Theestimated insurance claim receivable for the book value of fixed assets and inventorydestroyed is shown as claim receivable under loans and advances. Further amount paid till31st March 2020 of Rs.157.50 lacs towards public liability is also shown under loans andadvances as part of claim receivable. Fixed assets except the said damaged assets havebeen verified & valued as per applicable accounting standards as well as existingaccounting policies of the Company with no material discrepancy. The process ofsubmission of claim has been delayed on account of the ongoing lockdown due to COVID-19situation.
3. Our account has been classified as non-performing asset by our lenders the Companyis in discussion with its Bankers for settlement of the dues(inclusive of interest andother charges if any) by way of suitable structures. Bank of Baroda and Axis Bank havenot debited any interest pending the said proposal. Hence the Company has not providedfor interest amounting to Rs.2101.51 lakhs and Rs.525.35 lakhs during the year March 312020 and current quarter on various credit facilities/loans from the said Banks. TheStatutory Auditors have qualified their Review Report in respect of the said matter. Thenecessary net effect shall be given in the books once the banks conclude decision on ourproposal.
4. Please refer explanation given in points No. 2 & 3.
5. The Bank of Baroda has recovered amount of Rs. 40.50 lacs from direct creditreceived in the accounts. The company pursuing the lender to get the documentary evidenceto ascertain whether the same is related to recovery of principle / interest. In view ofthe same we have reported this recovered amount as finance cost during the year 2019-20.
6. The management has taken due note of the observations relating to IFCR and has takennecessary steps to strengthen the system. The necessary SOPs in this regard are beingformulated. The CFO of the Company with his team members are evaluating the gaps and areaddressing the issue for ensuring a proper system in place. The company expects to bringthe system to a respectably satisfactory level within one quarter.
The maintenance of cost records and cost audit is applicable to the company and companyhas complied with the same. As per the requirement of Central Government and pursuant toSection 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost records everyyear. The Board of Directors on the recommendation of Audit Committee has appointed M/sN. Ritesh & Associates Cost Accountants Mumbai (Firm Reg. No.: 100675) as the CostAuditor to audit the cost records of the Company for Financial Year 2019-20.
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 CostAccountant of the Company for the Financial Year ending March 31 2020 vide Item no. 4 ofthe Notice of AGM.
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. LLP Company Secretaries to undertake theSecretarial Audit of the Company for the year ended March 31 2020. The Secretarial AuditReport for the Financial Year ended March 31 2020 has been annexed to this Report asAnnexure E and forms an integral part of this Report.
In connection with the auditors observations in the Secretarial Audit Report it isclarified that:
Observation 1 to 4: Your Company has noted the same for proper compliance.
There have been no instances of frauds reported by the Auditors under Section 143(12)of the Companies Act 2013 and the Rules framed thereunder either to the Company or tothe Central Government.
There were no transactions/events with respect to the following items during thefinancial year under review and accordingly no disclosure or reporting is required withrespect to the same:
Deposit from the public falling within the ambit of Section 73 of the Companies Act2013 and the Companies (Acceptance of Deposits) Rules 2014;
Issue of equity shares with differential rights as to dividend voting or otherwise;
Receipt of any remuneration or commission by the Managing Director/Whole-time Directorof the Company from any of its subsidiaries;
Significant or material orders passed by the regulators or courts or tribunals whichimpact the going concern status and the Company's operations in future;
Buyback of shares;
Material changes and commitments affecting the financial position of the Company thathave occurred between the end of the financial year to which the financial statementsrelate and the date of this report unless otherwise stated in the report.
The details pertaining to the composition of various committees of the Board includingthe Audit Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee and the details of establishment of Vigil Mechanism are includedin the Corporate Governance Report which is a part of this report. The Company hascomplied with the Secretarial Standards on Meetings of the Board of Directors and GeneralMeetings issued by ICSI.
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 those hard work and support your Company's achievementswould not have been possible.
| ||For and On behalf of the Board |
| ||For Omkar Speciality Chemicals Limited |
| ||Sd/- |
| ||Pravin S. Herlekar |
|Date: August 21 2020 ||Chairman & Managing Director |
|Place: Badlapur ||(DIN: 00525610) |