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Organic Coatings Ltd.

BSE: 531157 Sector: Industrials
NSE: N.A. ISIN Code: INE412E01011
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NSE 05:30 | 01 Jan Organic Coatings Ltd
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VOLUME 86
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Buy Price 2.95
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Sell Price 2.95
Sell Qty 199.00
OPEN 2.95
CLOSE 2.95
VOLUME 86
52-Week high 6.80
52-Week low 2.19
P/E
Mkt Cap.(Rs cr) 2
Buy Price 2.95
Buy Qty 72.00
Sell Price 2.95
Sell Qty 199.00

Organic Coatings Ltd. (ORGANICCOATINGS) - Director Report

Company director report

Dear members

The Board of Directors is pleased to present the Company's 54thannual report and the Company's Audited Financial

Statements for the financial year ended March 31 2019.

1. Financial results

The Company's financial performance for the year ended March 312019 is summarized below:

2018 19 2017 18
(Rs. in Lacs) (Rs. in Lacs)
Revenue from operations 3582.41 3863.01
Operating expenditure 3439.18 3618.66
Pro t before Interest Depreciation Tax 143.23 244.35
Less: Finance Cost 112.41 105.59
Pro t after Finance Cost 30.82 138.76
Less: Depreciation 133.53 134.91
(Loss)/Pro t for the year before tax (102.71) 3.85
Add: Exceptional Items NIL NIL
Pro t for the year after exceptional items and before tax (102.71) 3.85
Less: Income Tax 2.31 0.94
Pro t after tax (105.02) 2.91
Add/(Less): Other Comprehensive Income (0.13) 1.26
Total Comprehensive Income for the year (105.15) 4.17

2. Company's performance and state of affairs of thecompany

* Revenue from operations (net) decreased by 7.26% to Rs 3582.41 Lacsfrom Rs. 3863.01 Lacs in the previous

year.

* PBDIT decreased by 41.38% to Rs. 143.23 Lacs for the year ended 31stMarch 2019 compared to previous year

Rs. 244.35 Lacs.

* Total comprehensive (loss) /income decreased by 2681.89% to Rs(105.15) Lacs for the year ended 31st March

2019 compared to previous year Rs. 4.17 Lacs.

3. Dividend and transfer to reserves

In view of the losses the Board of Directors is unable to recommendany dividend for the financial year 2018-19 and

no amount is transferred to Reserves for the financial year 2018-19.

4. Material changes affecting the company

There have been no material changes and commitments affecting thefinancial position of the company between end of the financial year and date of thisreport. There has been no change in the nature of business of the company.

5. Management Discussion and Analysis Statement and CorporateGovernance Report

The statement on management discussion and analysis and report oncorporate governance forms part of the

annual report is provided in Annexure I.

Regulation 15(2) of Securities & Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015 is not applicable to theCompany since the Company's paid-up capital is less than Rupees Ten Crores and networth is also less than Rupees Twenty Five Crores as prescribed under the said regulationand hence the provisions relating to the Corporate Governance is not applicable to theCompany hence no Corporate Governance Report is given by the Company as a part of theDirector's Report.

6. Secretarial Standards

The Directors state that the applicable Secretarial Standards i.e. SS-1and SS-2 relating to the ‘Meetings of the

Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

7. Director's Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March31 2019 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2019and of the profit and loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors have prepared the annual accounts on a going concernbasis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal

financial controls are adequate and are operating; and

f) the Directors have revised proper systems to ensure compliance withthe provisions of all applicable laws

were in place and that such systems are adequate and operatingeffectively.

8. Contracts and arrangements with related parties

All contracts/arrangements/transactions entered by the Company duringthe financial year with related parties were in ordinary course of business and on armslength basis and that the provisions of Section 188 of the Companies Act 2013 are notattracted. Thus disclosure in Form AOC-2 is not required.

The Policy on materiality of Related Party Transactions and on dealingwith Related Party Transactions as approved

by the Board may be access on the Company's website at:www.organiccoatingsltd.com

Members may refer to Note No. 33 to the financial statement which setsout related party disclosures pursuant to

Ind AS.

9. Corporate Social Responsibility (CSR)

The provisions relating to Corporate Social Responsibility (CSR) undersection 135 of the Companies Act 2013 are

not applicable to the Company.

10. Risk Management

The Risk Management Policy has been framed implemented and monitored.Major risk identified by the

businesses and functions are systematically monitored throughmitigating actions on continuing basis.

The development and implementation of Risk Management Policy has beencovered in Management Discussion &

Analysis which forms part of this report.

11. Internal Financial Controls

The Company has in place adequate internal financial controls withreference to the financial statements. During

the year such controls were tested and no reportable material weaknessin the design or operation was observed.

12. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and Articles ofAssociation of the Company Mr. Abhay R. Shah retires by rotation and being eligibleoffers himself for re-appointment at the ensuing annual general meeting. The Board ofDirectors on recommendation of Nomination & Remuneration Committee has recommended hisreappointment.

The special resolution for re-appointment and payment of remunerationto Mr. R. K. Shah Vice Chairman & Managing Director for a period of 1 year isproposed for the approval of the members at the ensuing Annual General Meeting and theordinary resolutions for the appointments and payment of remunerations to Mr. Abhay R.Shah Joint Managing Director and Mr. Ajay R. Shah as a Whole Time Director for a periodof 5 years are proposed for the approval of the members at the ensuing Annual GeneralMeeting.

Special resolution for re-appointment of Ms. Ashwini Lad asNon-Executive Independent Director not liable to retire by rotation for second term ofconsecutive 5 years is proposed for the approval of the members at the ensuing AnnualGeneral Meeting.

Ordinary resolution for appointment of Mr. Chandrakumar Z. Shah asNon-Executive Independent Director not liable to retire by rotation for a term ofconsecutive 5 years is proposed for the approval of the members at the ensuing AnnualGeneral Meeting.

During the year under review Mr. Vinay S. Jog Non-ExecutiveIndependent Director resigned. The directors

placed on record appreciation of the services rendered by him duringhis association with the Company.

As per the provisions of the Companies Act 2013 Independent Directorshave been appointed for a period of 5 years and shall not be liable to retire by rotation.The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the act and thelisting regulations.

The following are the remuneration policies for the Director'sKey Managerial Personnel and other employees:

a. introduction - Organic Coatings Limited recognizes the importance ofaligning the business objectives with specific and measurable individual objectives andtargets. The company has therefore formulated the remuneration policy for its directorskey personnel and other employees keeping in view the following objectives.

i. ensuring that the level and compensation of remuneration isreasonable and sufficient to attract retain

and motivate to run the company successfully.

ii. ensuring that relationship of remuneration to performance is clearand meets the performance

benchmarks.

b. Policy -

i. The Board on the recommendation of Nomination & RemunerationCommittee (NRC) shall review and approve the remuneration payable to the ExecutiveDirectors of the Company within the overall limits approved by the shareholders.

ii. The Board on the recommendation of NRC shall also review andapprove the remuneration payable to

the Key Managerial Personnel

iii. The remuneration structure to the Executive Directors and KeyManagerial Personnel shall include the

following:

a) Basic pay
b) Perquisites and allowance
c) Retiral benefits
d) Bonus

iv. Remuneration to Non-Executive Directors

The Board on the recommendation of NRC shall review and approve theremuneration payable to the

Non-Executive Directors of the Company.

The Non-Executive Directors shall be entitled to sitting fees forattending the meetings of the Board and

the Committees thereof.

v. Remuneration to other employees

Employees are assigned grades according to their qualifications andwork experience competencies as well as their roles and responsibilities in theorganization. Individual remuneration shall be determined within the appropriate grade andshall be based on various factors such as job pro le skills sets seniority experienceand prevailing remuneration levels for equivalent jobs.

Mr. Parvej Mansuri Chief Financial Of cer has resigned subsequent tothe Financial Year w.e.f. 15th

July 2019.

13. Meetings of the Board and last Annual General Meeting

Five meetings of the Board of Directors were held during the financialyear 2018-2019 on 15/05/2018 21/07/2018

10/08/2018 01/11/2018 and 08/02/2019.

The 53rd Annual General Meeting of the Company was held on 27thSeptember 2018.

14. Performance Evaluation

The Company has devised a policy for performance evaluation of theBoard Committees and other individual directors (including Independent Directors) whichinclude criteria for performance evaluation of the Non-Executive and Executive Directors.The evaluation process inter-alia considers attendance of the Directors at Board andCommittee Meetings acquaintance with business communicating inter se board memberseffective participation domain knowledge compliance with code of conduct reason andstrategy.

The detailed programs for familiarization of Independent Directors withthe Company their roles rights and responsibilities in the Company nature of theindustry in which the Company operates business model of the Company are being shared anddiscussed.

15. Meeting of Independent Directors

In a separate meeting of Independent Directors' performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the view of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the Board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent directors beingevaluated.

One meeting of Independent Director was held during the year and allthe Independent Directors attended the

same.

16. Policy on directors' appointment and remuneration and otherdetails

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors

Key Managerial Personnel and Senior Management of the Company. Thispolicy also lays down criteria for selection and appointment of Board Members keeping inmind the relevant provisions of the Companies Act 2013 read with specific rules.

17. Internal financial control systems and adequacy

The details in respect of internal financial control systems and theiradequacy are included in the management

discussion and analysis which forms part of this report.

18. Audit Committee

The Audit Committee consists of all the Independent Directorsconsisting of the following members of the board of

directors:

Ms. Ashwini Lad Chairperson

Mr. Sudhir A. Sathe

Mr. Chandrakumar Z. Shah (appointed w.e.f. 26/03/2019)

Mr. Vinay S. Jog resigned as the Chairman & Member of the AuditCommittee on his resignation as a Director w.e.f.

08/02/2019

During the financial year four Audit Committee meetings were held on15/05/2018 10/08/2018 01/11/2018 and

08/02/2019.

19. Nomination & Remuneration Committee

The Nomination & Remuneration Committee consists of all theIndependent Directors consisting of the following

members of the board of directors:

Mr. Chandrakumar Z. Shah Chairman (appointed w.e.f. 26/03/2019) Mr.Sudhir A. Sathe Ms. Ashwini Lad

Mr. Vinay S. Jog resigned as Member of the Nomination &Remuneration Committee on his resignation as a

Director w.e.f. 08/02/2019

During the financial year four Nomination & Remuneration Committeemeetings were held on 15/05/2018

10/08/2018 01/11/2018 and 08/02/2019.

20. Stakeholders Relation Committee

The Stakeholders Relation Committee consists of the following Directors: Mr. Sudhir A. Sathe Chairman Ms. Ashwini Lad Mr. Chandrakumar Z. Shah (appointed w.e.f.26/03/2019)

Mr. Vinay S. Jog resigned as Member of the Stakeholders RelationshipCommittee on his resignation as a Director w.e.f. 08/02/2019

Mr. Abhay R. Shah

Mr. Manoj V. Mehta (resigned w.e.f. 08/02/2019)

During the financial year four Stakeholders Relationship Committeemeetings were held on 15/05/2018

10/08/2018 01/11/2018 and 08/02/2019.

21. Auditors and auditors' report

Statutory Auditors

M/s. Praneti Yadav & Co Chartered Accountants were appointed asStatutory Auditors of your Company at the Annual General Meeting held on 29th September2017 for a term of ve consecutive years. They have con rmed that they are not disqualifiedfrom continuing as Auditors of the Company. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by the membersat every Annual General Meeting.

In accordance with Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate

Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of theCompany is part of this report. There has been no

quali cation reservation adverse remark or disclaimer given by theAuditors in their Report.

Secretarial Auditor

The Board has appointed D.Kothari & Associates Practicing CompanySecretaries to conduct the Secretarial Audit. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed herewith and marked as Annexure II to thisreport. The Secretarial Audit Report does not contain any quali cation reservationadverse remark or disclaimer.

22. Vigil mechanism

The Vigil Mechanism of the Company which also includes Whistle BlowerPolicy includes an ethics and compliance task force comprising senior executives of theCompany. Protected disclosures can be made by Whistle Blower through an email or letter tothe Chairman of the Audit Committee. No person has been denied access to the AuditCommittee.

23. Particulars of loans given investments made Guarantees given andsecurities provided

The Company has not given any loans or made any investments or providedguarantees u/s 186 of the Companies

Act 2013.

24. Conservation of energy technology absorption and foreign exchangeearnings and outgo.

The particulars related to conservation of energy technologyabsorption foreign exchange earnings and outgo as

required to be disclosed under the act are provided in Annexure III tothis report.

25. Annual return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management & Administration) Rules 2014an extract of Annual Return as on 31st March 2019 in Form MGT-9 is attached as AnnexureIV and forms part of this report.

The annual return of the Company has been placed on the website of theCompany and can be accessed at

www.organiccoatingsltd.com.

26. Particulars of employees and related disclosures

Disclosures with respect to the remuneration of Directors KMPs andemployees as required under Section 197 of the Companies Act 2013 read with Rule 5(1) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenin Annexure V to this report.

The Company does not have any employee whose particulars are requiredto be disclosed in terms of the provisions of Section 197(12) of the act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 hence furnishing of the same does not arise

Having regard to the provisions of the first proviso to Section 136(1)of the act the annual report excluding the information regarding the top ten employees isbeing sent to the members of the Company. The said information is available for inspectionon all working days during the business hours at the registered office of the Company. Anymember interested in obtaining such information may write to the Company Secretary andthe same shall be furnished on request.

27. General

Your Directors take that no disclosure or reporting required in respectof the following 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 votingor otherwise.

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

4) The Company does not have any subsidiaries hence the question ofreceiving remuneration or commission by the Managing Directors or Whole Time Directors ofthe Company from the subsidiaries does not arise.

5) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operation inthe future.

6) No fraud has been reported by the auditors to the Audit Committee orthe Board.

Your Directors further state that during the year under review therewere no cases led pursuant to the Sexual

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

28. Acknowledgement

Your Directors would like to express the sincere appreciation for theassistance and co-operation received from Shareholders Bank of Maharashtra GovernmentAuthorities and other Business constituents during the year under review.

Your Directors would also like to appreciate the commitment displayedby the human resources of the Company.

On behalf of the Board of Directors
R. K. Shah
Vice Chairman & Managing Director
(DIN 00011746)
Abhay R. Shah
Joint Managing Director
(DIN 0016497)
Place: Mumbai
Date : August 12 2019