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Organic Coatings Ltd.

BSE: 531157 Sector: Industrials
NSE: N.A. ISIN Code: INE412E01011
BSE 00:00 | 18 Jun 11.90 0
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NSE 05:30 | 01 Jan Organic Coatings Ltd
OPEN 12.00
PREVIOUS CLOSE 11.90
VOLUME 150
52-Week high 25.50
52-Week low 10.56
P/E 297.50
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.00
CLOSE 11.90
VOLUME 150
52-Week high 25.50
52-Week low 10.56
P/E 297.50
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Organic Coatings Ltd. (ORGANICCOATINGS) - Director Report

Company director report

To the members

Your directors submit 52 annual report of the Company along with the audited financialstatements forthe financial year ended March 31 2017.

1. Financial results

The Company's financial performance for the year ended March 31 2017 is summarizedbelow:

Particualrs 2016 17 2015 16
(` in Lacs) (`. in Lacs)
Revenue from operations 3025.35 4100.88
Operating expenditure 2765.25 3940.25
Pro t before Interest Depreciation Tax 260.10 160.63
Less: Finance Cost 117.19 141.96
Pro t after Finance Cost 142.91 18.67
Less: Depreciation 130.83 139.86
(Loss) / Pro t for the year before tax 12.08 (121.19)
Add: Exceptional Items 0.95 0.00
(Loss) / Pro t for the year after exceptional items and before tax 13.03 (121.19)
Less: Income Tax 0.09 0.00
(Loss) / Pro t after tax 12.94 (121.19)

2. Company's performance and state of affairs of the company

* Revenue from operations (net) decreased by 26.43% to `2994.03 Lacs from `4069.39Lacs in the previous year.

PBDIT increased by 61.92 % to ` 260.10 Lacs for the year ended 31 March 2017 comparedto previous year `160.63 Lacs.

* Net Pro t increased by 110.68 % to `12.94 Lacs for the year compared to loss of`121.19 Lacs in the previous year.

There are no material changes and commitments have occurred after the close of thefinancial year till the date of this report which affect the financial position of theCompany. The Company's arrangement for Marketing and Distribution Agreement with M/s.Heidelberg India Pvt. Ltd. for exclusive Marketing and Distribution in India of itsproducts viz. all Sheetfed products which includes Low Segment Mid Segment Higher EndSegment Inks Spot Color Inks Specialty Inks UV Inks & Coatings and Water-based Inks& Coatings is gradually having positive impact on the sales of the Company.

3. Dividend and transfer to reserves

In view of the prior years carried forward losses the Board of Directors is unable torecommend any dividend for the financial year 2016-17 and no amount is transferred toReserves for the financial year 2016-17.

4. Management discussion and analysis statement and corporate governance report

The statement on management discussion and analysis and report on corporate governanceforms part of the annual report is provided in Annexure I.

A certi cate of the auditors of the Company Soman Uday & Co. CharteredAccountants con rming compliance of the conditions of corporate governance is annexed.

5. Directors' responsibility statement Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) They have 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 as at March 31 2017 and of the profit and loss ofthe Company for the year ended on that date;

c) Proper and sufficient care has been taken 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;

d) The annual accounts have been prepared on a going concern basis.

e) Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such system are adequate and operating effectively.

6. Contracts and arrangements with related parties

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arms length basis andthat the provisions of Section 188 of the Companies Act 2013 are not attracted. Thusdisclosure in Form AOC-2 is not required.

Your Directors draw attention of the members to Note 30 to the financial statementwhich sets out related party disclosures.

7. Corporate social responsibility (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section 135 ofthe Companies Act 2013 are not applicable to the Company.

8. Risk management

The Risk Management Policy has been framed implemented and monitored. Major riskidentified by the businesses and functions are systematically monitored through mitigatingactions on continuing basis.

The development and implementation of Risk Management Policy has been covered inManagement Discussion & Analysis which forms part of this report.

9. Internal financial controls

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.

10. Directors and key managerial personnel

In accordance with the provisions of the Act and Articles of Association of the CompanyMr. Abhay R. Shah retires by rotation and being eligible offers himself for re-appointmentat the ensuing annual general meeting. The special resolution for the appointment of Mr.Vinay S. Jog as Non-Executive Independent Director not liable to retire by rotation forthe period mentioned in the resolution therein is proposed for the approval of members interms of the provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015.

11. Meetings of the Board

Six meetings of the Board of Directors were held during the year. For further detailsplease refer to report on

Corporate Governance attached to this Annual Report.

12. Board evaluation

The Company has devised a policy for performance in relation to Independent DirectorsBoard Committees which includes criteria for performance evaluation of the Non-Executiveand Executive Directors.

The detailed programs for familiarization of Independent Directors with the Companytheir roles rights and responsibilities in the Company nature of the industry in whichthe Company operates business model of the Company are being shared and discussed.

In a separate meeting of Independent Directors' performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the view of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the Board its committees and individualdirectors was also discussed. Performance evaluation of independent directors was done bythe entire board excluding the independent directors being evaluated.

13. Policy on directors' appointment and remuneration and other details

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 keepingin mind the relevant provisions of the Companies Act 2013 read with specific rules. Thedetails of this policy is explained in the Corporate Governance Report.

14. Internal financial control systems and adequacy

The details in respect of internal financial control systems and their adequacy areincluded in the

management discussion and analysis which forms part of this report.

15. Audit Committee

The details pertaining to composition of audit committee are included in the corporategovernance report which forms part of this report.

16. Auditors and auditors' report

Statutory Auditors

M/s. Soman Uday & Co Chartered Accountants Statutory Auditors of the Company holdthe office till the and conclusion of the 52 Annual General Meeting of the Company. TheBoard has recommended the appointment of M/s. Praneti Yadav & Co. CharteredAccountants as Statutory Auditors of the Company in and their place for a term of 5consecutive years from the conclusion of 52 Annual General Meeting of the Companyscheduled to be held in the year 2017 till the conclusion of 57 Annual General Meeting tobe held in the year 2022 for the approval of shareholders of the Company based on therecommendation of the Audit Committee. The Company has received a letter from M/s. PranetiYadav & Co. to the effect that their appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and they are notdisquali ed for appointment.

The Auditors' Report does not contain any quali cation reservation or adverse remark.

Secretarial Auditor

The Board has appointed D.Kothari & Associates Practicing Company Secretaries toconduct the Secretarial Audit. The Secretarial Audit report for the financial year endedMarch 31 2017 is annexed herewith and marked as Annexure II to this report. TheSecretarial Audit Report does not contain any quali cation reservation or adverse remark.

17. Vigil mechanism

The Vigil Mechanism of the Company which also includes Whistle Blower Policy includesan ethics and compliance task force comprising senior executives of the Company. Protecteddisclosures can be made by Whistle Blower through an email or letter to the Chairman ofthe Audit Committee. No person has been denied access to the Audit Committee.

18. Particulars of loans given investments made Guarantees given and securitiesprovided The Company has not given any loans or made any investments or providedguarantees u/s 186 of the Companies Act 2013.

19. Conservation of energy technology absorption and foreign exchange earnings andoutgo.

The particulars related to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the act are provided inAnnexure III to this report.

20. Extract of annual return

Extract of Annual Return of the Company is annexed herewith as Annexure IV to thisreport

21. Particulars of employees and related disclosures

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197 of the Companies Act 2013 read with Rule 5(1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure Vto this report.

The Company does not have any employee whose particulars are required to be disclosedin terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hencefurnishing of the same does not arise

22. General

Your Directors take that no disclosure or reporting required in respect of thefollowing items as there were no

transactions on these items during the year under review.

1) Details relating to deposits covered under Chapter V of the act.

2) Issue of Equity Shares to differential rights as to dividend voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company.

4) The Company does not have any subsidiaries hence the question of receivingremuneration or commission by the Managing Directors or Whole Time Directors of theCompany from the subsidiaries does not arise.

5) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the

going concern status and Company's operation in the future.

Your Directors further state that during the year under review there were no cases ledpursuant to the Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

23. Acknowledgment

Your Directors would like to express the sincere appreciation for the assistance andco-operation received from Shareholders Bank of Maharashtra Government Authorities andother Business constituents during the year under review.

Your Directors would also like to appreciate the commitment displayed by the humanresources of the

Company.

By Order of the Board of Directors

R. K. SHAH

Place : Mumbai Vice Chairman & Managing Director

Date : May 8 2017

(DIN 00011746)