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nd52 annual report

2016 - 2017

nd52 annual report

2016 - 2017

Contents

Board of Directors

Notice

Directors' Report

Auditor's Report

Balance Sheet

Statement of Prot & Loss

Cash Flow Statement

Notes to Financial Statements

Proxy Form

Route Map to The Agm Vanue

nd52 Annual General Meeting will be held on Friday, the th st29 September, 2017 at 4.00 p.m. at Banquet Hall, 1

Floor, Hotel Karl Residency, 36, Lallubhai Park Road,

Andheri (West), Mumbai – 400 058.

REGISTERED OFFICE

Unit No. 405, Atlanta Estate Premises Co-op. Soc. Ltd.,

Vith Bhatti, Goregaon (East),

Mumbai – 400 063

Email for investors' grievances :

[email protected]

FACTORY

Block No. 395, 437, 450,

Village Umraya, Taluka Padra,

Dist. Vadodara - 391 440.

Gujarat State.

BANKERS

Bank of Maharashtra

S. P. Road Branch,

Mumbai – 400 004.

LEGAL ADVISORS

R.V.J. Associates

Advocates & Solicitors

BOARD OF DIRECTORS

MR. SUDHIR A. SATHE

Chairman (Independent Director)

MR. R. K. SHAHVice Chairman & Managing Director

MR. VINAY S. JOGIndependent Director

MS. ASHWINI LAD (CA)Independent Director

MR. ABHAY R. SHAHJoint Managing Director

MR. MANOJ V. MEHTAWhole Time Director

MR. AJAY R. SHAHWhole Time Director

MR. SUDHIR R. SHAHCompany Secretary

MR. PARVEJ G MANSURIChief Financial Ofcer

STATUTORY AUDITOR

Soman Uday & Co.

Chartered Accountants

REGISTRAR & TRANSFER AGENT

Link Intime India Pvt. Ltd.

C-101, 247 Park,

L.B.S.Marg, Vikhroli (West),

Mumbai – 400 083.

Tel : 4918 6000 Fax : 4918 6060

01

01

02-08

09-37

38-43

44

45

46

47-62

63-64

65

NOTICE

ndNotice is hereby given that the 52 Annual General Meeting of the members of Organic Coatings Limited will th stbe held on Friday, the 29 September, 2017 at 4.00 p.m. at Banquet Hall, 1 Floor, Hotel Karl Residency, 36,

Lallubhai Park Road, Andheri (West), Mumbai – 400 058 to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the nancial year ended st 31 March, 2017 together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Abhay R. Shah (DIN 00016497), who retires by rotation and, being

eligible, offers himself for re-appointment.

3. To appoint auditors and x their remuneration and in this regard to consider and if thought t, to pass with or

without modication(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 of the Companies Act, 2013 and the

Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act,

2013 and the rules made thereunder (including any statutory modication(s) or re-enactment thereof for the

time being in force), M/s. Praneti Yadav & Co., Chartered Accountants, (ICAI Firm Registration No. 137534W)

be and is hereby appointed as the Statutory Auditors of the Company to hold the ofce for the period of ve

years from the conclusion of this Annual General Meeting (“AGM”) till the conclusion of Fifty Seventh Annual

General Meeting of the Company to be held in the year 2022 (subject to ratication of their appointment at

every AGM, if so required under the act) at such remuneration plus applicable taxes and reimbursement of

out of pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the

Auditors”.

Special Business:

4. To appoint Mr. Vinay S. Jog (DIN 05286779) as an Independent Director and in this regard to consider,

and if thought t, to pass, with or without modication(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other

applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualication of

Directors) Rules 2014 (including any statutory modication(s) or re-enactment thereof for the time being in

force) and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations 2015, Mr. Vinay S. Jog (DIN. 05286779) who was appointed as an Independent Director and ndwhose terms as such of 3 years expires at the conclusion of this 52 Annual General Meeting of the Company

and in respect of whom the Company has received a notice in writing under Section 160 of the Companies

Act, 2013 from a member proposing his candidature for the ofce of Director, be and is hereby appointed as than Independent Director of the Company to hold the ofce up to the conclusion of 57 Annual General

Meeting of the Company in the calendar year 2022”.

thDate: 08 May, 2017

02

Registered Ofce :


Vitth Bhatti, Goregaon (East),

Mumbai – 400 063.

Email ID: [email protected]

CIN : L24220MH1965PLC013187

By Order of the Board of Directors

R. K. SHAH

Vice Chairman & Managing Director

(DIN 00011746)

mailto:[email protected]


nd52 annual report

2016 - 2017

NOTICE

NOTES :

1. The relative explanatory statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out

material facts concerning the business under Item No. 3 & Item No. 4 of the notice annexed hereto. The

relevant particulars as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015 and secretarial standards on general meetings issued by the Institute of

Company Secretaries of India, of the Directors seeking appointment/re-appointment at the Annual General

Meeting are annexed and forms integral part of the notice.

2. A member entitled to attend and vote at the Annual General Meeting (the meeting) is entitled to appoint a

proxy to attend and vote on a poll to vote instead of himself and the proxy need not be a member of the

company. The instrument appointing the proxy should, however, be deposited at the registered ofce of the

Company not less than forty eight hours before the commencement of the meeting.

A person can act as a proxy on behalf of the members not exceeding fty and holding in aggregate not more

than ten percent of the total share capital of the Company carrying voting rights. A member holding more

than ten percent of the total share capital of the Company carrying voting rights may appoint a single person

as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Corporate members intending to send their authorized representatives to attend the meeting are requested

to send to the Company a certied copy of the Board Resolution authorizing their representative to attend

and vote on their behalf at the meeting.

4. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.

5. In case of Joint holders attending the meeting, only such joint holder who is higher in the order of names will

be entitled to vote.

6. Members who are holding shares in electronic form are requested to intimate immediately any change in

their address or bank mandates to the depository participants with whom they are maintaining their demat

accounts. Members holding shares in physical form are requested to advice any change in their address or

bank mandates immediately to the Company or to the registrar.

7. The Register of Members and the Share Transfer Books of the Company will be closed from 23/09/2017 to

29/09/2017, both days inclusive.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in security markets. Members holding shares in electronic form are,

therefore requested to submit the PAN to their Depository Participants with whom they are maintaining their

demat accounts. Members holding shares in physical form can submit their PAN to the Company/Registrar.

9. Members holding shares in single name and physical form are advised to make nomination in respect of their

shareholding in the Company.

10. Members who have not registered their email addresses so far are requested to register their email address

for receiving all communication including Annual Report, Notices, Circulars etc. from the Company

electronically.

03

For Members holding shares in Demat Form and Physical Form

PAN

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both

demat shareholders as well as physical shareholders)

i) Members who have not updated their PAN with the Company/Depository Participant are

requested to use the sequence number which is printed on Attendance Slip indicated in the PAN

eld.

DOB

Dividend

Bank

Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. (1) Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details eld as mentioned in instruction (iv).

Enter the Date of Birth as recorded in your demat account or in the company records for the said

demat account or folio in dd/mm/yyyy format.

NOTICE

11. Voting through electronic means

a) In terms of Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 of the

Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules,

2014 (hereinafter called “the Rules” for the purpose of this section of the Notice), the Company is pleased to ndprovide its members the facility to exercise right to vote at the 52 Annual General Meeting by electronic

means and the business may be transacted through e-voting services provided by Central Depository

Services Ltd. (CDSL);

b) The facility for voting through ballot paper shall also be made available at the AGM and the members

attending the meeting shall be able to exercise their right to vote at the meeting through ballot paper in case

they have not casted their vote by remote e-voting.

c) The members who have casted their vote by remote e-voting prior to the AGM may also attend the AGM but

shall not be entitled to caste their votes again.

The instructions for shareholders voting electronically are as under:

i) The voting period begins on 26/09/2017 (9.00 a.m.) and ends on 28/09/ 2017 (5.00 p.m.). During this period

shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-

off date (record date) of 22/09/2017, may cast their vote electronically. The e-voting module shall be disabled

by CDSL for voting thereafter.

ii) The shareholders should log on to the e-voting website .www.evotingindia.com

iii) Click on Shareholders.

iv) Now Enter your User ID

a. For CDSL: 16 digits beneciary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

C. Members holding shares in Physical Form should enter Folio Number registered with the Company.

v) Next enter the Image Verication as displayed and Click on Login.

vi) If you are holding shares in demat form and had logged on to and voted on an earlier www.evotingindia.com

voting of any company, then your existing password is to be used.

vii) If you are a rst time user follow the steps given below:

04

http://www.evotingindia.com/


nd52 annual report

2016 - 2017

NOTICE

After entering these details appropriately, click on “SUBMIT” tab.

viii) Members holding shares in physical form will then directly reach the Company selection screen. However,

members holding shares in demat form will now reach 'Password Creation' menu wherein they are required

to mandatorily enter their login password in the new password eld. Kindly note that this password is to be

also used by the demat holders for voting for resolutions of any other company on which they are eligible to

vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to

share your password with any other person and take utmost care to keep your password condential.

ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions

contained in this Notice.

x) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO”

for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution

and option NO implies that you dissent to the Resolution.

xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A conrmation box will be

displayed. If you wish to conrm your vote, click on “OK”, else to change your vote, click on “CANCEL” and

accordingly modify your vote.

xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting

page.

xvi) If Demat account holder has forgotten the same password then Enter the User ID and the image verication

code and click on Forgot Password & enter the details as prompted by the system.

xvii) Note for Non – Individual Shareholders and Custodians

(1) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log

on to and register themselves as Corporates.www.evotingindia.com

(2) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected].

(3) After receiving the login details a compliance user should be created using the admin login and

password. The Compliance user would be able to link the account(s) for which they wish to vote on.

(4) The list of accounts should be mailed to [email protected] and on approval of the

accounts they would be able to cast their vote.

(5) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to

verify the same.

05




NOTICE

(xviii ) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

(“FAQs”) and e-voting manual available at , under help section or write an email to www.evotingindia.com

[email protected].

In case of members receiving the physical copy of notice of AGM:

(1) Please follow all steps from sl. no. (i) to sl. no. (xvii) Above to cast vote.

General Instructions

(1) The Company has appointed Ms. Dhanraj Kothari of D.Kothari & Associates, Practicing Company

Secretaries, Mumbai as the Scrutinizer to the e-voting process, (including voting through Ballot Form

received from the members) in a fair and transparent manner.

(2) The Scrutinizer shall, within a period not exceeding three (3) working days from the conclusion of the e-

voting period, unlock the votes in the presence of at least (2) witnesses, not in the employment of the

Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the

Chairman of the Company.

(3) The poll process shall be conducted and report thereon will be prepared in accordance with section 109

of the Companies Act, 2013 read with the relevant Rules. In such an event, votes cast under Poll taken

together with the votes cast through e-voting and using ballot form shall be counted for the purpose of

passing of resolution(s).

nd(4) Subject to the receipt of sufcient votes, the resolutions shall be deemed to be passed at the 52 Annual thGeneral Meeting of the Company scheduled on Friday, the 29 September, 2017. The results will be declared

on/or after the Annual General Meeting of the Company. The result declared along with the Scrutinizer's

Report shall be placed on the Company's website and on the website of CDSL www.organiccoatingsltd.com

within (2) days of the passing of the resolution at the AGM of the Company


Registered Ofce :



Mumbai – 400 063.


CIN : L24220MH1965PLC013187


R. K. SHAH


(DIN 00011746)

06



http://www.organiccoatingsltd.com



nd52 annual report

2016 - 2017

EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013 (“Act”), the following explanatory statement

sets out all material facts relating to the business mentioned under Item No. 3 and Item No. 4 of the

accompanying notice.

Item No. 3

This explanatory statement is provided though strictly not required as per Section 102 of the Act.

Pursuant to Section 139(1) of the Companies Act, 2013, M/s. Soman Uday & Co., Chartered Accountants,

Mumbai (ICAI Firm Registration No. 110352W) were appointed as Auditors of the Company since the

nancial year 2002-03 and have completed their tenure as Statutory Auditors. Pursuant to Section 139(2)(b)

an audit rm which has completed its tenure shall not be eligible for re-appointment as auditors in the same

company for ve years from the completion of such tenure.

thThe Board of Directors in their meeting held on 08 May, 2017, subject to approval of the members appointed

M/s. Praneti Yadav & Co., Chartered Accountants, Mumbai (Registration No. 137534W) as Statutory Auditors

of the company to hold the ofce from the conclusion of this Annual General Meeting till the conclusion of its th57 Annual General Meeting i.e. till the conclusion of Annual General Meeting to be held during the year 2022

for conducting statutory audit for the nancial years 2017-18 to 2021-22. Further pursuant to Section 139(1)

of the Companies Act, 2013, the members of the company are required to ratify their re-appointment as

Statutory Auditors of the company at every subsequent Annual General Meeting.

M/s. Praneti Yadav & Co. have consented to their appointment as Statutory Auditors and have conrmed that

if appointed, their appointment will be in accordance with Section 139 read with Section 144 of the Act.

None of the Directors or key managerial personnel of the Company or their relatives is, in any way concerned

or interested in the resolution set out at Item No. 3 of the notice.

The Board commends the ordinary resolution set out at Item No. 3 of the notice for the approval of the

members.

Item No. 4

thMr. Vinay S. Jog was appointed as an Independent Director w.e.f. 15 May, 2012 liable to retire by rotation in

terms of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Subsequently, he was appointed thas an Independent Director not liable to retire by the members of the Company at the 49 Annual General

thMeeting by passing a Ordinary Resolution till the conclusion of 52 Annual General Meeting of the Company

to be held in the calendar year 2017.

In terms of Section 149 (10) of the Companies Act, 2013, subject to provisions of Section 152, an

Independent Director shall hold ofce for the term up to ve consecutive years on the Board of a Company,

but shall be eligible for re-appointment on passing a Special Resolution by the Company and disclosure of

such appointments in the Board's Report. Accordingly, the Board of Directors has re-appointed Mr. Vinay

S. Jog as an Independent Director for the further period of ve consecutive years subject to the approval of

the shareholders by a Special Resolution as proposed.

The Company has received notice in writing from a member alongwith the deposit of requisite amount under

section 160 of the act proposing the candidature of Mr. Vinay S. Jog for the ofce of the Director of the

Company.

The Company has also received declaration from Mr. Vinay S. Jog that he meets the criteria of independence

as prescribed both under sub-section (6) of Section 149 of the act and SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, Mr. Vinay S. Jog fulls the conditions for appointment as Independent Director as

specied in the act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr.

Vinay S. Jog is independent of the management.

07

EXPLANATORY STATEMENT

Brief resume of Mr. Vinay S. Jog, nature of his expertise in specic functional areas and other details as

stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed

hereto.

Copy of the draft letter of appointment of Mr. Vinay S. Jog as Independent Director setting out the terms and

conditions is available for inspection by members at the registered ofce of the Company.

This statement may also be regarded as a disclosure under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

Save and except Mr. Vinay S. Jog and his relatives to the extent of their shareholding interests, if any, in the

company none of the other Directors, Key Managerial Personnel (KMP) of the company and their relatives

are, in any way, concerned or interested, nancially or otherwise, in the resolution set out at Item No. 4 of the

notice.

The Board commends the Special Resolution set out at Item No. 4 of the notice for the approval of the

members.

Particulars of the Directors seeking appointment / re-appointment at the Annual General Meeting

pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015

Membership of Committees in other Public Limited Companies:

For other details such as number of meetings of the Board attended during the year, remuneration drawn in

respect of Mr. Abhay R. Shah and Mr. Vinay S. Jog, please refer to Corporate Governance Report.


Name of the Director

Date of Birth

Date of Appointment

Expertise in specic functional areas

Qualications

No. of shares held in Organic Coatings Ltd.

Directorship in other Companies

Disclosure of relationship

Mr. Abhay R.Shah

13/07/1966

01/10/1994

Marketing & production planning

B.sc.

6,75,422 (8.8%)

NIL

Mr. Abhay Shah is related to

Mr. R.K.Shah, Vice Chairman

& Managing Director and

Mr. Ajay R. Shah, Executive

Director of the company

Mr. Vinay S. Jog

28/09/1957

15/05/2012

Legal

B.Com (Hons) LLB

NIL

NIL

Mr. Vinay S. Jog is not

related to any Director

of the company

Audit Committee

Shareholders' / Investors' Grievance

NIL

NIL

NIL

NIL

Registered Ofce :



Mumbai – 400 063.


CIN : L24220MH1965PLC013187


R. K. SHAH


(DIN 00011746)

08



nd52 annual report

2016 - 2017

DIRECTORS' REPORT

To the members,

ndYour directors submit 52 annual report of the Company along with the audited nancial statements for

the nancial year ended March 31, 2017.

1. Financial results

The Company's nancial performance for the year ended March 31, 2017 is summarized below:

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

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

year.

st* PBDIT increased by 61.92 % to 260.10 Lacs for the year ended 31 March, 2017 compared to previous

year 160.63 Lacs.

* Net Prot 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 the nancial year till the

date of this report, which affect the nancial position of the Company. The Company's arrangement for

Marketing and Distribution Agreement with M/s. Heidelberg India Pvt. Ltd. for exclusive Marketing and

Distribution in India of its products viz. all Sheetfed products which includes Low Segment, Mid Segment,

Higher End Segment 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 to recommend any dividend

for the nancial year 2016-17 and no amount is transferred to Reserves for the nancial year 2016-17.

4. Management discussion and analysis statement and corporate governance report

The statement on management discussion and analysis and report on corporate governance, forms part of

the annual report is provided in Annexure I.

A certicate of the auditors of the Company, Soman Uday & Co., Chartered Accountants, conrming

compliance of the conditions of corporate governance is annexed.

Particualrs

Revenue from operations

Operating expenditure

Prot before Interest, Depreciation, Tax

Less: Finance Cost

Prot after Finance Cost

Less: Depreciation

(Loss) / Prot for the year before tax

Add: Exceptional Items

(Loss) / Prot for the year after exceptional

items and before tax

Less: Income Tax

(Loss) / Prot after tax

2016 – 17(` in Lacs)

3025.35

2765.25

260.10

117.19

142.91

130.83

12.08

0.95

13.03

0.09

12.94

2015 – 16(`. in Lacs)

4100.88

3940.25

160.63

141.96

18.67

139.86

(121.19)

0.00

(121.19)

0.00

(121.19)

09

DIRECTORS' REPORT

5. Directors' responsibility statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting

standards read with requirements set out under Schedule III to the Act have been followed and there are no

material departures from the same;

b) They have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at March 31, 2017 and of the prot and loss of the Company for the year ended on that date;

c) Proper and sufcient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities;

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

e) Proper internal nancial controls laid down by the Directors were followed by the Company and that such

internal nancial controls are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws were in 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 nancial year with related

parties were in ordinary course of business and on arms length basis and that the provisions of Section 188

of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required.

Your Directors draw attention of the members to Note 30 to the nancial statement which sets out related

party disclosures.

7. Corporate social responsibility (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act,

2013 are not applicable to the Company.

8. Risk management

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

businesses and functions are systematically monitored through mitigating actions on continuing basis.

The development and implementation of Risk Management Policy has been covered in Management

Discussion & Analysis which forms part of this report.

9. Internal nancial controls

The Company has in place adequate internal nancial controls with reference to the nancial statements.

During the year such controls were tested and no reportable material weakness 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 Company Mr. Abhay R. Shah

retires by rotation and being eligible offers himself for re-appointment at 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 for the period mentioned in the resolution therein is proposed for the approval of

members in terms of the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

10

nd52 annual report

2016 - 2017

DIRECTORS' REPORT

11. Meetings of the Board

Six meetings of the Board of Directors were held during the year. For further details, please 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 Directors, Board, Committees

which includes criteria for performance evaluation of the Non-Executive and Executive Directors.

The detailed programs for familiarization of Independent Directors with the Company, their roles, rights and

responsibilities in the Company, nature of the industry in which the Company operates, business model of

the Company are being shared and discussed.

In a separate meeting of Independent Directors', performance of non-independent directors, performance of

the board as a whole and performance of the chairman was evaluated, taking into account the view of

executive directors and non-executive directors. The same was discussed in the board meeting that followed

the meeting of the independent directors at which the performance of the Board, its committees and

individual directors was also discussed. Performance evaluation of independent directors was done by the

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 to remuneration of

Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down

criteria for selection and appointment of Board Members keeping in mind the relevant provisions of the

Companies Act, 2013 read with specic rules. The details of this policy is explained in the Corporate

Governance Report.

14. Internal nancial control systems and adequacy

The details in respect of internal nancial control systems and their adequacy are included 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 corporate governance 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 hold the ofce till the ndconclusion of the 52 Annual General Meeting of the Company. The Board has recommended the

appointment of M/s. Praneti Yadav & Co., Chartered Accountants, as Statutory Auditors of the Company in ndtheir place, for a term of 5 consecutive years from the conclusion of 52 Annual General Meeting of the

thCompany scheduled to be held in the year 2017 till the conclusion of 57 Annual General Meeting to be held

in the year 2022, for the approval of shareholders of the Company based on the recommendation of the Audit

Committee. The Company has received a letter from M/s. Praneti Yadav & Co. to the effect that their

appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act,

2013 and they are not disqualied for appointment.

The Auditors' Report does not contain any qualication, reservation or adverse remark.

Secretarial Auditor

The Board has appointed D.Kothari & Associates, Practicing Company Secretaries to conduct the

Secretarial Audit. The Secretarial Audit report for the nancial year ended March 31, 2017 is annexed

herewith and marked as Annexure II to this report. The Secretarial Audit Report does not contain any

qualication, reservation or adverse remark.

11


R. K. SHAH


(DIN 00011746)

Place : MumbaithDate : May 8 , 2017

DIRECTORS' REPORT

17. Vigil mechanism

The Vigil Mechanism of the Company, which also includes Whistle Blower Policy, includes an ethics and

compliance task force comprising senior executives of the Company. Protected disclosures can be made by

Whistle Blower through an email or letter to the Chairman of the Audit Committee. No person has been

denied access to the Audit Committee.

18. Particulars of loans given, investments made, Guarantees given and securities provided

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

Companies Act, 2013.

19. Conservation of energy, technology absorption and foreign exchange earnings and outgo.

The particulars related to conservation of energy, technology absorption, foreign exchange earnings and

outgo as required to be disclosed under the act are provided in Annexure III to this report.

20. Extract of annual return

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

21. Particulars of employees and related disclosures

Disclosures with respect to the remuneration of Directors, KMPs and employees as required 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 V to this report.

The Company does not have any employee whose particulars are required to be disclosed in terms of the

provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014, hence furnishing of the same does not arise,

22. General

Your Directors take that no disclosure or reporting required in respect of 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, 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 receiving remuneration or

commission by the Managing Directors or Whole Time Directors of the Company from the subsidiaries

does not arise.

5) No signicant or material orders were passed by the Regulators or Courts or Tribunals 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 led pursuant 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 and co-operation received

from Shareholders, Bank of Maharashtra, Government Authorities and other Business constituents during

the year under review.

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

Company.

12

nd52 annual report

2016 - 2017nd52 annual report

2016 - 2017

ANNEXURE I TO DIRECTORS' REPORT

Management Discussion and Analysis

Industry Structure and Developments

The Indian economy, despite the challenges, saw a growth of about 7% for the year under review. However,

the Indian industrial production was lower, at around 2%. Several industries within the manufacturing sector

witnessed negative growth. The year also witnessed relatively low trade decit on account of lower crude oil

prices for substantial part of the year and this, in turn resulted in a manageable ination rate of about 5%.

Ink industry is having great challenges and competition, more so from multinational companies. Raw

material price also plays a major factor for competitive price offerings to the customers and thereby to

capture the market share. Company is making all efforts through its new plant at Vadodara to streamline the

operations as well as explore new markets, within as well as outside India.

Opportunities and Threats

Global and Indian economy is expected to bounce back from constant downfall in last couple of years. With

new Government initiatives have positive impact on the sentiments on the industry. Industry is expecting

decisive actions in the time to come which should help to all the industrial sectors. Industry also expects

reduction in the rate of interest in the quarters to come. As there is a hope of revival in international market and

global economy, company will have the opportunity to explore.

Company is visualizing facing major threat from Multinational Companies existing as well as new ones with

their nancial and technological strength.

Segment-wise or Product-wise Performance

The Company is mainly dealing with inks and its auxiliaries only.

Outlook, Risk and Concerns

Company should be able to improve the efciency and effectiveness of all the operations at Vadodara Plant

including improvement in labor productivity.

As the world economy is full of challenges and competition, Company is facing risks in terms of Strategy,

Operations, and Financial reporting and increasing compliances. Competition from multinational

companies is a major factor to be looked into. Geo-political scenario like situation in China, Saudi Arabia,

Iraq, Iran, Yemen and Afghanistan may change the landscape for Raw Material prices, Exports, etc. in the

time to come. Change in tax laws more so about GST, interest rate structure, Government policies, etc. may

impact your company's business.

Internal Control systems and their Adequacy

The Internal Control system including of nancial of the company is established to ensure that all assets are

safeguarded and protected against loss from unauthorized use or disposition to ensure that transactions are

authorized, recorded and reported correctly and that operations are conducted in an efcient and cost

effective manner. Company has appointed an independent rm of Chartered Accountants to carry out the

work of Internal Audit. Their reports are put and discussed in the Audit Committee regularly. Company is also

taking guidance for constant improvement in the operations.

Discussion on Financial Performance with respect to Operational Performance

st* PBDIT increased by 61.92 % to 260.10 Lacs for the year ended 31 March, 2017 compared to 160.63

Lacs in the previous year.

* Net Prot increased by 110.68 % to `12.94 Lacs for the year compared to loss of ` 121.19 Lacs in the

previous year.

13


The Company's net revenue from operations for the year has decreased by 26.43% to ` 2994.03 Lacs as

against ` 4069.39 Lacs in the previous year. Net prot for the year is ` 12.94 Lacs as against net loss of

`121.19 Lacs in the previous year.

The Company's operations have resulted into prot of ` 260.10 Lacs as compared to prot of 160.63 Lacs

before Interest, Depreciation, Tax in the previous year.

Material consumption has decreased to 70.63 % as compared to 77.85% in the previous year.

Employee benets expenses have increased to 5.98% as compared to 4.96% in the previous year.

Finance cost for the year decreased to `117.19 Lacs from `141.97 Lacs in the previous year, mainly on

account of repayment and reduction in bank facilities.

Depreciation charged at 130.83 Lacs as against 139.86 Lacs in the previous year.

Net prot for the year is 12.94 Lacs as against net loss of 121.19 Lacs in the previous year.

Short-term borrowing is increased to ` 475.26 Lacs as compared to ` 382.43 Lacs in the previous year.

Long–term borrowing is reduced to 128.33 Lacs as compared to 332.94 Lacs in the previous year.stThe Company's net worth as on 31 March, 2017 stood at 638.18 Lacs against 625.23 Lacs in the previous

year.

Material Developments in human Resources / Industrial Relations front, including number of people

employed

Due to impact of globalization, the role of Human Resource (HR) is having more relevance. There is shortage

of talented and committed people across industries. Your Company is trying best within its own limitation to

move further in this regard looking to its nature of operations and requirements. Management would like to

thank all the existing as well as past employees for their valuable support in difcult economic conditions. stThe company has 59 permanent employees as on 31 March, 2017.

Cautionary Statement

The report contains forward looking statements that involve risks and uncertainties when used in this

discussion, the words like 'plans', 'expects', 'anticipates', 'believes', 'intends', 'estimates' or other similar

expressions as they relate to company or its business are intended to identify such forward-looking

statements. These statements are based on certain assumptions and expectations of future events. The

company's actual results, performance or achievements could differ materially from those expressed or

implied in such forward-looking statements

14

nd52 annual report

2016 - 2017


Report on Corporate Governance

A. MANDATORY REQUIREMENTS

1) Company's Philosophy

Your Company believes that the Corporate Governance is a powerful medium to serve the long term interest

of all stakeholders. Corporate Governance strengthens investors' trust and ensures a long term relationship,

which helps your Company in fullling its quest for achieving signicant growth and prots. A sound

Governance process consists of a combination of business practices, which results in enhanced

shareholder value and enable the Company to fulll its commitment to customers, employees, lenders and

society in general. Your Company further believes that such practices are founded upon the core values of

transparency, empowerment, accountability and independent monitoring.

Corporate Governance through a strong team of Independent Directors is achieved in all our reportings.

The Company's governance framework is based on the following principles:

· Appropriate composition and size of the Board, with each member bringing in expertise in their respective

domains;

· Availability of information to the members of the Board and Board Committees to enable them discharge

their duciary duties;

· Timely disclosure of material operational and nancial information to the stakeholders;

· Systems and processes in place for internal control; and

· Proper business conduct by the Board, Senior Management and Employees.

GOVERNANCE STRUCTURE

The Corporate Governance structure is as follows:

1. Board of Directors:

The Board is entrusted with the ultimate responsibility of the management, directions and performance of the

Company. As its primary role is duciary in nature, the Board provides leadership, strategic guidance,

objective and independent view to the Company's management while discharging its responsibilities, thus

ensuring that the management adheres to ethics, transparency and adequate disclosure.

2. Committees of the Board:

The Board has constituted the following Committees viz. Audit Committee, Nomination and Remuneration

Committee and Stakeholders Relationship Committee. Each of the said Committee has been mandated to

operate with a given framework.

Size and Composition of the board

The board is broad-based and consists of eminent individuals from industry, management, nancial and

marketing. The Company is managed by the Board of Directors in coordination with the Senior Management

team. The Board periodically evaluates the need for change in its composition and size.

As on March 31, 2017, the Board of the Company had seven Directors out of which four are Executive

Directors and three are Non-Executive Independent Directors. The Chairman of the Board is Non-Executive

Independent Director.

15


The details of each member of the Board along with the number of Directorship/Committee Membership and

attendance at the Board Meetings and the last Annual General Meeting are as given below:

* NED = Non-Executive Director

+ ED = Executive Director

** Mr. R.K.Shah, father of Mr. Abhay R. Shah and Mr. Ajay R. Shah are related to each other

Board's Functioning & Procedure

The Company holds a minimum of four Board Meetings in a year, one each per quarter. Additional Board

Meetings are convened as and when necessary to address the specic needs of the Company. The Board

also approves urgent matters by passing resolutions by circulations as allowed under the provision of the

companies Act, 2013. The meetings of the Board are held at Mumbai or its factory at Vadodara, Gujarat

depending on the circumstances.

Agenda papers are circulated to the directors in advance and all material information is incorporated in the

Agenda papers for facilitating meaningful and focused discussions at the Meeting. Where it is not practicable

to attach any document to the Agenda, the same are placed on the table at the meeting. In special and

exceptional circumstances, additional or supplementary items on Agenda are permitted.

Meetings of the Board of Directors

During the year 2016-2017, six Board Meetings were held on 21/05/16, 07/07/16, 10/08/16, 27/09/16,

14/11/16 and 13/02/17. The interval between two meetings was well within the maximum period mentioned in

Section 173 of the Companies Act, 2013 and the listing regulations.

Post Meeting Mechanism

The important decision taken at the Board / Board Committee Meetings are communicated to the concerned

departments.

Board Support

The Company Secretary attends the Board / Board Committee Meetings and advices on compliance with

applicable laws and governance.

Name of Director

Mr. Sudhir Sathe Chairman

Mr. R.K.Shah**Vice Chairman & Managing Director

Mr. Abhay R. Shah**Joint Managing Director

Mr. Manoj V. MehtaWholetime Director

Mr. Ajay R. Shah**Wholetime Director

Mr. Vinay Jog

Ms. Ashwini Y. Lad

Category of Directorship

Independent * NED

Promoter + ED

Promoter + ED

Promoter + ED

Promoter + ED

Independent *NED

Independent *NED

No. of Board

Meetings

attended

6

6

6

6

6

6

6

Attendance at

last AGM held

on 29/08/2016

Yes

Yes

Yes

Yes

Yes

Yes

Yes

No. of other

Companies

in which

Director

2

1

NIL

NIL

NIL

NIL

NIL

No. of Committees

(other than Organic

Coatings Limited)

in which member

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Sr.

No.

1)

2)

3)

4)

5)

6)

7)

16

nd52 annual report

2016 - 2017

ANNEXURE I TO DIRECTORS' REPORTT

FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains

the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director

is also explained in detail the Compliance required from him under the Companies Act, 2013 and Listing

Regulations and other relevant regulations and afrmation taken with respect to the same. The Vice

Chairman and Managing Director also has one to one discussion with the newly appointed Director to

familiarize him with the Company's operations. Further the Company has put in place a system to familiarize

the Independent Directors about the Company, its products, business and the challenges relating to the

Company and economy.

CODE OF CORPORATE GOVERNANCE AND ETHICS

The Company has adopted the Code of Corporate Governance and Ethics which is applicable to the Board

of Directors and Senior Management Team (one level below the Board) of the Company. The Board of

Directors and the Members of Senior Management Team are required to afrm annually compliances of this

code. The Code requires Directors and employees to act honestly, fairly, ethically and with integrity, conduct

themselves in professional, courteous and respectful manner. The code is displayed on the website of the

Company viz. Www.organiccoatingsltd.com.

Conict of Interests

Each Director informs the Company on annual basis about the Board and the Committee positions he

occupies in other company's including Chairmanship and noties changes during the year. Members of the

Board while discharging their duties avoid conict of interest in the decision making process. The members

of the Board restrict themselves from any discussions and voting in transactions that they have concern on

interest.

Insider Trading Code

The Company has adopted a code of conduct for prevention of insider trading in accordance with the

requirement of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.

The Company Secretary is the Compliance Ofcer for monitoring adherence to the said Regulations.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Board Committees to deal with specic areas and activities which

concern the Company and need a closer review. The Board Committees are formed with approval of the

Board and function under their respective charters. These Board Committees play an important role in

overall management of day to day affairs and governance of the company. The Board Committees meet at

regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure good

governance, the minutes of the Committee Meeting are placed before the Board for their noting. The Board

has currently following committees:

A. AUDIT COMMITTEE

i. The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI Listing

Regulations read with Section 177 of the Companies Act, 2013. All members of the audit committee are

nancially literate and bring in expertise in the elds of nance, taxation, economics and risks. Mr. Vinay Jog

is a Chairman of the Audit Committee. The other members of the audit committee includes Mr. Sudhir Sathe

and Ms. Ashwini Lad.

ii. The terms of reference of Audit Committee are broadly as under:

· Oversight of the Company's nancial reporting process and the disclosure of its nancial information to

ensure that the nancial statements are correct, sufcient and credible;

17


· Reviewing with Management the annual nancial statements and auditors' report thereon before submitting

to the Board for approval with particular reference to:

- Changes, if any, in accounting policies and practices and reasons for the same;

- Major accounting entries involving estimates based on the exercise of judgment by management;

- Signicant adjustments made in the nancial statements arising out of audit ndings;

- Compliance with listing and other legal requirements relating to nancial statements;

- Disclosure of any related party transactions; and

- Qualications in the draft audit report

· Reviewing, with the Management, the quarterly nancial statements before submission to the Board for

approval

· Recommendation for the appointment, remuneration and terms of appointment of auditors of the company;

· Review and monitor the auditors' independence and performance, and effectiveness of audit process;.

· Examination of nancial statements and auditors' report thereon;

· Valuation of undertakings or assets of the company, wherever it is necessary;

· Evaluation of internal nancial controls in risk management systems;

· Establish a vigil mechanism for directors' and employees to report genuine concerns in such manner as may

be prescribed;

· The audit committee may call for comments of the auditors' about internal control systems, scope of the audit

including, observations of auditors' and review of nancial statements before their submission to the Board

and may also discuss any related issues with the internal and statutory auditors' and management of the

Company;

iii. The audit committee invites such of the executives, as it considers appropriate (particularly the head of the

nancial function), representative of statutory auditors and representative of the internal auditors to be

present at the meeting. The Company Secretary acts as a secretary to the audit committee.

iv The Board of Directors has appointed M/s Bhavin N. Shah & Associates, Chartered Accountants as Internal

Auditors to conduct audit of the various areas of operations and records of the Company. The periodical

repots of the said Internal Auditors were regularly placed before the Audit Committee along with the

comments of the management on the action taken to correct any observed deciencies on the working of the

various department. The Audit Committee also assures the Board about the adequate internal control

procedures and nancial disclosures commensurate with the size of the company and in conformity with the

requirement of the Listing Regulations.

v. The composition of the audit committee and details of meetings attended by its members are given below:

During the year 2016-2017, four Audit Committee Meetings were held on 21/05/16, 10/08/16, 14/11/16

13/02/17.

Sr.No.

1)

2)

3)

Name

Mr. Vinay S. Jog

Mr. Sudhir Sathe

Ms. Ashwini Y. Lad

Category

Independent Non-executive



No. of meetings held

4

4

4

No. of meetings attended

4

4

4

18

nd52 annual report

2016 - 2017


B. NOMINATION AND REMUNERATION COMMITTEE

i. The nomination and remuneration committee of the company is constituted in line with the provisions of

Regulation 19 of the SEBI listing regulations read with Section 178 of the Companies Act, 2013.

ii. The broad terms of reference of the nomination and remuneration committee are as under:

· Recommend to the Board the set up and composition of the Board and its committees including the

formulation of the criteria for determining qualications, positive attributes and independence of the

Directors. The committee will consider periodically reviewing the composition of the board with the objective

of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience;

· Recommend to the Board the appointment and re-appointment of directors;

· Device a policy on broad diversity;

· Recommend to the board appointment of key managerial personnel (KMP) as dened by the Companies

Act, 2013;

· Carry out evaluation of every director's performance and support the board and independent directors in

evaluation of the performance of the board, its committees and individual directors;

· Recommend to the board the remuneration policy of the directors, executives, key managerial personnel as

well as rest of the employees;

· Oversee familiarization programs for the directors.

The composition of the nomination and remuneration committee and the details of the meetings attended by

its members are given below:

During the year 2016-17, four meetings of Nomination & Remuneration Committee were held on 21/05/16,

10/08/16, 14/11/16 & 13/02/17.

* Note: The Nomination & Remuneration Committee have been reconstituted and accordingly Mr. R.K.Shah

and Mr. Abhay R. Shah ceased to be the members of the Committee from 14/11/2016.

REMUNERATION POLICY

A) Remuneration to Non-Executive Independent Directors

The Non-Executive Independent Directors are paid remuneration by way of sitting fee for each meeting of

the Board or Committee of Directors attended by them. The Non-Executive Independent Directors do not

have any material pecuniary relationship or transactions with the Company.

Independent Directors are not provided any stock option of the Company.

The details of the sitting fees paid to Independent Directors are given as below:

Name of Director

Mr. Sudhir Sathe

Mr. Vinay Jog

Ms. Ashwini Y. Lad

Total

Amount (`)

3,80,000/-

3,80,000/-

3,80,000/-

11,40,000/-

Category Independent

Non-Executive Independent

Non-Executive Independent

Non-Executive Non-independent

Executive and Promoter

Executive and Promoter

No. of meetings held

4

4

4

4

4

No. of meetings attended

4

4

4

3

3

Name

Mr. Sudhir Sathe

Mr. Vinay S. Jog

Ms. Ashwini Y. Lad

* Mr. R. K. Shah

* Mr. Abhay R. Shah

Sr.No.

1)

2)

3)

4)

5)

19


B) Remuneration to Executive Directors

The appointment and remuneration of Executive Directors including Vice Chairman and Managing Director

and Whole-time Director is governed by the recommendation of the Nomination and Remuneration

Committee, resolutions passed by the Board of Directors and Shareholders of the Company. Payment to

Executive Directors is governed by the respective agreements between them and the Company. The

remuneration package of the Vice Chairman & Managing Director, Joint Managing Director and Whole-time

Directors comprises of salary, perquisites, allowances and contribution to provident fund and other

retirement benets as approved by the shareholders at the General Meetings. Annual increments are

decided by the Nomination and Remuneration Committee and recommend to the Board for their approval

thereof.

Presently, the Company does not have scheme for grant of stock options or performance linked incentives

for its Directors.

The details of remuneration paid to Managing Directors/Whole Time Directors during the year are as under:

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has set out the

system for annual performance evaluation of its own performance, the Directors individually as well its

evaluation of the working of its Board Committees. A structured questionnaire is being prepared after

circulation in the draft form covering various aspects of the Board's functioning such as adequacy of the

composition of the Board and its Committees, board culture, execution and performance of specic duties,

obligations and governance.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition and Attendance

This Committee comprises of ve Directors and Mr. Sudhir Sathe, Non-Executive Independent Director is the

Chairman of the Committee. The table below highlights the composition and attendance of the members of

the Committee. The necessary quorum was present for all the meetings.

During the year 2016-2017, four Stakeholder Relationship Committee Meetings were held on 21/05/16,

10/08/16, 14/11/16 & 13/02/17.

Name of Director

Mr. R.K.Shah

Mr. Abhay R. Shah

Mr. Ajay R. Shah

Mr. Manoj V. Mehta

Total

Salary &

Allowances (`)

18,93,990

17,36,838

10,44,984

10,44,984

57,20,796

Perquisites

(`)

4,27,172

2,20,528

1,59,587

1,51,239

9,58,526

Bonus

(`)

25,000

25,000

25,000

25,000

1,00,000

P.F. Cont.

(`)

1,66,909

1,37,870

85,820

85,820

4,76,419

Total

(`)

25,13,071

21,20,236

13,15,391

13,07,043

72,55,741

Sr.

No.

1)

2)

3)

4)

5)

Name of the members

Mr. Sudhir Sathe

Mr. Vinay S. Jog

Ms. Ashwini Y. Lad

Mr. Abhay R. Shah

Mr. Manoj V. Mehta

No. of meetings

held

4

4

4

4

4

No. of meetings

attended

4

4

4

4

4

20

nd52 annual report

2016 - 2017


COMPANY SECRETARY IS THE COMPLIANCE OFFICER

The secretarial department of the Company and the registrar and share transfer agent Link Intime India Pvt.

Ltd. attend to all grievances of the shareholders received directly or through SEBI, Stock Exchange, Ministry

of Corporate Affairs etc.

Continuous efforts are made to ensure that grievances are more expeditiously addressed to the complete

satisfaction of the investors. Shareholders are requested to furnish their telephone numbers and email

addresses to facilitate prompt action.

Details of Shareholders complaints received, solved and pending are as under:

i) No. of shareholders complaints received during the year - NIL

ii) No. of complaints not solved to the satisfaction of the shareholders - NIL

iii) No. of pending shareholders complaints - NIL

SHAREHOLDERS INFORMATION

GENERAL BODY MEETINGS

Location and time of last three Annual General Meetings are as under:

Special Resolutions passed at the last three AGMs

Year ended 31/03/2016 - No resolution was passed.

thYear ended 31/03/2015 - One special resolution was passed at the Annual General Meeting held on 15

September, 2015 for the appointment of Mr. Sudhir Sathe (DIN. 03008729) as an thIndependent Director of the Company upto the conclusion of 55 Annual General

Meeting of the Company to be held in the calendar year 2020.

thYear ended 31/03/2014 - 5 special resolutions were passed at the Annual General Meeting held on 30

September, 2014, for modications of terms of remuneration of Mr. R.K.Shah,

Vice Chairman & Managing Director, Mr. Abhay R. Shah, Joint Managing Director,

re-appointment of Mr. R.K.Shah as Vice Chairman & Managing Director and

adaption of new set of Articles of Association and empowering Board of Directors

for borrowing up to Rs. 25 Crores.Postal Ballot

No resolution was passed by Postal Ballot.

Disclosures

a) Materially signicant related party transaction - NIL

b) No penalties or strictures were imposed on the Company by the Stock Exchange, SEBI or any other statutory

authority, on any matter relating to capital markets during last three years.

Year

2015 - 2016

2014 - 2015

2013 - 2014

Venue

Banquet Hall, Hotel Karl Residency,

36, Lallubhai Park Road,

Andheri (W), Mumbai – 400 058.

Hotel Parle International,

Vile Parle (E), Mumbai – 400 057.

Ruby Hall, Ground oor,

Hotel Parle International,

Vile Parle (E), Mumbai – 400 057.

Date

29/08/2016

15/09/2015

30/09/2014

Time

4.00 p.m.

4.00 p.m.

4.00 p.m.

21


Means of Communication

Unaudited quarterly nancial results as well as yearly nancial results are published in Free Press Journal

and Navshakti within the time permitted by the Exchanges and/are uploaded on company's website at

www.organiccoatingsltd.com.

General Shareholder Inform

vii) Stock Price Performance at BSE Ltd., Mumbai:

viii) share transfer formalities. The shares for transfer received in physical form are transferred expeditiously, provided

the documents are complete and the shares under transfer are not under any dispute. The share certicates duly

endorsed are returned immediately to shareholders who prefer to retain the shares in the physical form.

Conrmation in respect of the requests for dematerialization of shares is sent to the respective depositories i.e.

National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)

expeditiously. These jobs are being handled by Link Intime India Pvt. Ltd. All requests for transfer are being

received by them either directly or through the Company for processing. Approval of the Share Transfer

Committee is being sought by them from time to time. The details of the shares transferred are reported to the

Board of Directors from time to time.

i) Annual General Meeting Day, Date,

Time and Venue

ii) Financial Calendar

First Quarter Results

Second Quarter/Half Yearly Results

Third Quarter Results

iii) Date of Book Closure

iv) Listing on Stock Exchange

v) Stock Code

vi) Demat ISIN Numbers in

NSDL & CDSL for Equity Shares

:

:

:

:

:

:

:

:

:

:

:

thFriday, the 29 September, 2017 at 4.00 p.m. at BanquetstHall,1 Floor, Hotel Karl Residency,36, Lallubhai Park

Road, Andheri (West), Mumbai – 400 058.

2017-18 On or beforeth14 September, 2017th14 November, 2017th14 February, 2018

23/09/2017 to 29/09/2017 (both days inclusive)

Shares of the Company are listed at BSE Ltd.

BSE Code No. 531157

INE412E01011

Month

April '16

May '16

June '16

July '16

Aug. '16

Sept '16

Oct. '16

Nov. '16

Dec. '16

Jan. '17

Feb. '17

Mar. '17

Rate (`)

High

12.40

10.53

9.33

10.70

9.19

8.90

10.50

13.09

13.07

14.30

17.60

17.60

Low

9.84

8.95

8.04

8.15

7.51

7.02

8.41

10.67

10.93

10.45

13.36

17.60

22

http://www.organiccoatingsltd.com

nd52 annual report

2016 - 2017


ix)

a) Distribution of shareholdings as on March 31, 2017 :

b) Categories of Shareholders as on March 31, 2017

C) Shareholders holding more than 1% of the share capital of the Company as at March 31, 2017 : :

Sr. No.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

Name of the Shareholder

Mr. Rajnikant Kodarlal Shah

Mr. R. K. Shah (HUF)

Mr. Abhay R. Shah

Mr. Mehul K. Shah

Mr. Ajay R. Shah

Mrs. Kanchanben V. Mehta

Mrs. Padmaja R. Shah

Mrs. Aparna Ajay Shah

Mrs. Minal Abhay Shah

Mr. Manoj V. Mehta

Mr. Krishnakant R. Shah

Mr. Dipak K. Shah

Mr. Shashikant G. Badani

Mr. Dhaval J. Nanavati

Ms. Rhea D. Shah

Ms. Poonam Bankim Desai

Mr. Saraiya Bhavin Ramakant

Mr. Sharad Kanaiyalal Shah

No. of SharesHeld

8,04,894

8,02,210

6,75,422

4,00,000

4,13,970

2,98,000

2,32,600

1,91,915

1,61,865

81,500

86,000

3,81,000

1,38,795

99,250

1,49,258

78,538

90,915

84,117

% to share capital

10.49

10.45

8.80

5.21

5.40

3.88

3.03

2.50

2.11

1.06

1.12

4.96

1.81

1.29

1.94

1.02

1.18

1.10

From

1

501

1001

2001

3001

4001

5001

10001

Total

To

500

1000

2000

3000

4000

5000

10000

******

Sr.

No.

1

2

3

4

5

6

7

8

No. Of

Share

Holders

2020

356

173

57

18

35

49

54

2762

%

73.1354

12.8892

6.2636

2.0637

0.6517

1.2672

1.7741

1.9551

100.00

Total

Shares

for the range

375861

319963

275704

146171

65162

164818

358638

5968283

76,74,600

%

4.8975

4.1691

3.5924

1.9046

0.8491

2.1476

4.6730

77.7667

100.0000

Share - Range

Categories

A. Promoters & Persons acting in concert

B. Financial Institutions, Banks etc.

C. Bodies Corporate

D. NRIs / OCBs

E. Indian Public

Total

No. of Shares

38,33,376

50,000

51,208

1,44,394

35,95,622

76,74,600

% in Capital

49.95

0.65

0.67

1.88

46.85

100.00

23


x) Dematerialization of Shares - The Shares of the Company are in compulsory demat segment and are

available for trading in the depository systems of both the National Securities Depository Limited and the

Central Depository Services (India) Limited. As on 31.03.2017, a total of 73,08,100 equity shares of the

Company, forming 95.22% of the share capital of the Company, stand dematerialized (NSDL – 5150366

CDSL – 2155634).

xi) Outstanding GDR/ADR/warrants - NIL

xii) Plant location - Block No. 395, 437, 450,Umraya Village, Padra Taluka, Vadodara District,Gujarat - 391 440.

xiii) Details of unclaimed dividend and due date for transfer are as follows as on March 31, 2017:

xiii) Address for correspondence - Unit No. 405, Atlanta Estate Premises Co-op. Soc. Ltd., Vith Bhatti,

Goregaon (East), Mumbai – 400 063.

Link Intime India Pvt. Ltd.

Unit: Organic Coatings Limited

C-101, 247 Park, L.B.S.Marg, Vikhroli (West),

Mumbai – 400 083.

xiv) Compliance Certicate from Auditors of the Company – published elsewhere in this report.

xv) Compliance with other mandatory requirements.

1. Management Discussion and Analysis

Management Discussion and Analysis Report forms part of the Annual Report is attached.

2. Disclosures

2.1 Related party Transactions

There were no related party transaction.

2.2 Disclosure of Accounting Treatment

In the preparation of nancial statements, the Company has followed the Accounting Standards issued by

the Institute of Chartered Accountants of India to the extent applicable.

3. Code of Conduct

The Board has formulated a code of conduct for the Board members and senior management of the

Company. The same has also been posted on the website of the Company. All board members and senior

personnel have afrmed their compliance with code. A declaration to this effect signed by the Vice Chairman

& Managing Director and Joint Managing Director of the Company is given elsewhere in the Annual Report.

A Certicate from Vice Chairman & Managing Director and Chief Financial Ofcer on the nancial statements

of the Company was placed before the Board.

Review of Directors' Responsibility statement

stThe Board in its report have conrmed that the annual accounts for the year ended 31 March, 2017 have

been prepared as per applicable accounting standards and policies and that sufcient care has been taken

for maintaining adequate accounting records.

Sr. No.

1.

Year of Declaration of Dividend

2009-10

Date of Declaration of Dividend

27/09/2010

Unclaimed Amount (Rs.)

1,12,478.00

Due Date for transfer to IEPF Account

02/12/2017

4. CEO/CFO certication

24

nd52 annual report

2016 - 2017


NON-MANDATORY REQUIREMENTS

Declaration on compliance with code of conduct

The Board has formulated a code of conduct for the Board members and senior management of the

Company, which has been posted on the website of the Company.

It is hereby afrmed that all the Directors and Senior management personnel have complied with the code of

conduct framed by the Company and a conrmation to that effect has been obtained from the directors and

senior management.

The Company's Quarterly results

are published in English and

Marathi newspapers having wide

circulation. In view of the above,

the half yearly declaration of

nancial performance including

summary of the signicant events

in the last six months are not sent.

The audited Results for the nancial

year are communicated to the

Shareholders through the Annual

Report.

NIL

The company has already separate Posts.

Internal Auditor reports to the Audit Committee.

1) Shareholder Rights The half yearly declaration of nancial performance including summary of the signicant events in last six months should be sent to each household of shareholders

2) Modied opinions in Auditors Report

3) Separate Posts of Chairman and CEO

4) Reporting of Internal Auditor


R. K. SHAH


(DIN 00011746)

Place : MumbaithDate : May 8 , 2017

25

INDEPENDENT AUDITORS CERTIFICATE ON CORPORATE GOVENRNANCE TO THE MEMBERS OF ORGANIC COATINGS LIMITED

1. We, Soman Uday & Co. Chartered Accountants, the Statutory Auditors of ORGANIC COATINGS LIMITED

(“the Company”), have examined the compliance of conditions of Corporate Governance by the Company,

for the year ended on March 31, 2017, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation

46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”).

Managements' Responsibility

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This

responsibility includes the design, implementation and maintenance of internal control and procedures to

ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI Listing

Regulations.

Auditors' Responsibility

3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the

Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit

nor an expression of opinion on the nancial statements of the Company.

4. We have examined the books of account and other relevant records and documents maintained by the

Company for the purpose of providing reasonable assurance on the compliance with Corporate

Governance requirements by the Company.

5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance

Note on Certication of Corporate Governance issued by the Institute of Chartered Accountants of India (the

ICAI), the Standards on Auditing specied under Section 143(10) of the Companies Act, 2013, in so far as

applicable for the purpose of this certicate and as per the Guidance Note on Reports or Certicates for

Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the

Code of Ethics issued by the ICAI.

Opinion

6. Based on our examination of the relevant records and according to the information and explanations

provided to us and the representations provided by the Management, we certify that the Company has

complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b)

to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year

ended March 31, 2017.

7. We state that such compliances neither an assurance as to the future liability of the Company nor of the

efciency or effectiveness with which the Management has conducted the affairs of the Company.

For Soman Uday & Co.


ICAI Firm's Registration No. 110352W

UDAY SOMAN

Proprietor

Membership No. 38870

Mumbaith08 May, 2017

26

nd52 annual report

2016 - 2017

ANNEXURE II TO THE DIRECTORS REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORTstFOR THE FINANCIAL YEAR ENDED 31 MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Organic Coatings Limited

Unit No. 405, Atlanta Estate Premises Co–Op Soc. Ltd.

Vith Bhatti, Near Virwani Industrial Estate,

Goregaon (East)

Mumbai – 400 063.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the

Adherence to good corporate practices by Organic Coatings Limited CIN : L24220MH1965PLC013187

(hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion

thereon.

Based on our verication of the Company's books, papers, minute books, forms and returns led and other

records maintained by the company and also the information provided by the Company, its ofcers, agents

and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, stthe company has, during the audit period covering the nancial year ended on 31 March, 2017 complied

with the statutory provisions listed hereunder and also that the Company has proper Board-processes and

compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns led and other records maintained stby the Company for the nancial year ended on 31 March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(Iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent

of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(Ii) The Listing Agreement entered into by the Company with BSE Limited read with SEBI (LODR)

Regulations, 2015.

To the best of our understanding, we are of the view that during the period under review, the Company has

complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

27


ANNEXURE II TO THE DIRECTORS REPORT

We further report that

having regard to the compliance system prevailing in the Company and on examination of the relevant

documents and records in pursuance thereof, on test-check basis, the Company has complied with the

following laws applicable specically to the Company:

1. Industries (Development and Regulation) Act, 1951

2. The Factories Act, 1948

3. Water (Prevention and Control of Pollution) Act, 1974

4. Water (Prevention and Control of Pollution) Cess Act, 1977

5. Indian Boilers Act, 1923;

6. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

7. Information Technology Act, 2000; and

8. Standards of Weights and Measures Act, 1976.


· The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-

Executive Directors and Independent Directors. There were no changes in the constitution of Board during

the year under review.

· Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes

on agenda are sent at least seven days in advance and a system exists for seeking and obtaining further

information and clarications on the agenda items before the meeting and for meaningful participation at

the meeting.

· Majority decisions are carried through while the dissenting members' views if any are captured and recorded

as part of the minutes.


a. the Company has complied with the requirements under the Equity Listing Agreements entered into

with BSE Ltd., Mumbai and SEBI (LODR) Regulations, 2015.

b. the Company has complied with the provisions of the Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the provisions with

regard to disclosures and maintenance of records required under the said Regulations;

c. the Company has complied with the provisions of the Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015 including the provisions with regard to disclosures and

maintenance of records required under the said Regulations;


There are adequate systems and processes in the Company commensurate with the size and operations of

the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter of even date which is annexed as Annexure and forms integral part of

this report.

For D. Kothari And Associates Company Secretaries

Dhanraj KothariProprietorFCS No. : 4930CP No. : 4675Place : Mumbai

thDate : 08 May, 2017

28

nd52 annual report

2016 - 2017

ANNEXURE

To,

The Members,


CIN : L24220MH1965PLC013187

Unit No. 405, Atlanta Estate Premises Co–Op Soc. Ltd.

Vith Bhatti, Near Virwani Industrial Estate,

Goregaon (East),

Mumbai – 400 063.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility

is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the Secretarial records. The verication was done on test basis to

ensure that correct facts are reected in secretarial records. We believe that the processes and practices, we

followed provide a reasonable basis for our opinion.

3. We have not veried the correctness and appropriateness of nancial records and Books of Accounts of the

company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules

and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable Laws, rules, regulations, standards is the

responsibility of Management. Our examination was limited to the verication of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future Viability of the company nor of the

efcacy or effectiveness with which the management has conducted the affairs of the company.

For D. Kothari And Associates Company Secretaries

Dhanraj KothariProprietorFCS No. : 4930CP No. : 4675

Place : MumbaithDate : 08 May, 2017

29


ANNEXURE III TO THE DIRECTORS REPORT

Particulars of energy conservation, technology absorption and foreign exchange earnings and outgo

required under Companies (Accounts) Rules 2014

A. Conservation of energy

The company's operations do not involve substantial consumption of energy in comparison to the cost

of production. Wherever possible, energy conservation measures have been implemented.

B. Technology absorption

The Company has neither purchased any technology domestically nor imported any technology. Hence,

the question of furnishing the information regarding technology absorption does not arise.

(i) The revenue expenditure incurred on Research and Development is 21,715/-

C. Foreign Exchange earnings and Outgo

The company has earned 66.13 Lacs in Foreign Exchange & used 84.55 Lacs of Foreign Exchange.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the nancial year ended on 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management

and Administration) Rules, 2014]

i. REGISTRATION AND OTHER DETAILS

I) CIN : L24220MH1965PLC013187

ii) Registration Date : 22nd APRIL 1965

iii) Name of the Company : ORGANIC COATINGS LIMITED

iv)Category / Sub-Category of : COMPANY LIMITED BY SHARES / INDIAN NON- the Company

GOVERNMENT COMPANY

v) Address of the Registered ofce and contact details : UNIT NO. 405, ATLANTA ESTATE, NR. VIRWANI

INDL. ESTATE, GOREGAON (EAST), MUMBAI -

400 063. TEL.NO.: 91-22-29276921 / 29272114

vi) Whether listed company Yes / No : YES

vii) Name, Address and Contact details of Registrar : LINK INTIME INDIA PVT. LTD. and Transfer Agent, if any

C-101, 247 PARK, L.B.S.MARG, VIKHROLI (WEST),

MUMBAI - 400083. TEL: 91-22-49186000 FAX: 91-22-

49186060

ii. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or

more of the total turnover of the company shall be stated

ANNEXURE IV TO THE DIRECTORS REPORT

Sl. No.

1

Name and Description of main products/ services

PRINTING INK

NIC Code of the Product service

3151100

% to total turnover of the company

100%

iii. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.No

1

Name and Addressof the Company

CIN / GLN Holding/ Subsidiary/Associate

NOT APPLICABLE

% of Shares Held Applicable Section

30

nd52 annual report

2016 - 2017

iv. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)i) Category-wise Shareholding


A. Promoters

(1) Indian

a) Individual/HUF

b) Central Govt.

c) State Govt(s)

d) Bodies Corp.

e) Banks/FI

f) Any Other..

Sub-total (A)(1)

(2) Foreign

a) NRIs - Individuals

b) Other - Individuals

c) Bodies Corp.

d) Banks / FI

e) Any Other……

Sub-total (A)(2)

Total

shareholdingof Promoter

(A) = (A)(1) + (A)(2)

B. PublicShareholding

1 Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt.

d) State Govt(s)

e) Venture Capital

f) Insurance Companies

g) FIIs

h) ForeignVenture CapitalFunds

i) Others (specify)

Sub-total (B)(1):-

2. Non-Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual

shareholders

holding nominal

share capital upto

Rs. 2 lakh

ii) Individual

holding nominal

share capital in

excess of Rs. 2

lakh

c) Others (specify)

NRIs

Clearing Member

HUF

Independent Director

Sub-total (B)(2):-

Total Public

Shareholding

(B) = (B)(1) + (B)(2)

C. Shares held by

Custodian for GDRs& ADRs

Grand Total(A+B+C)

Demat

3585376

0

0

0

0

0

3585376

0

0

0

0

0

0

3585376

0

0

50000

0

50000

95066

1413348

2005558

43544

13326

48691

–

3619533

3669533

7254909

Physical

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

11300

7000

302791

0.00

98500

–

–

100

419691

419691

419691

Total

3585376

0

0

0

0

0

3585376

0

0

0

0

0

0

3585376

0

0

50000

0

50000

106366

7000

1716139

2005558

142044

13326

48691

100

4039224

4089224

7674600

% of

Total

Shares

46.72

0

0

0

0

0

46.72

0

0

0

0

0

0

46.72

0

0

0.65

0

0.65

1.39

0.09

22.37

26.13

1.85

0.17

0.63

–

52.63

53.28

100

Demat

3833376

0

0

0

0

0

3833376

0

0

0

0

0

0

3833376

0

0

50000

0

50000

39908

–

1459988

1791198

39594

29930

64106

–

3424724

3474724

7308100

Physical

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

11300

7000

250300

0.00

97800

–

–

100

366500

366500

366500

Total

3833376

0

0

0

0

0

3833376

0

0

0

0

0

0

3833376

0

0

50000

0

50000

51208

7000

1710288

1791198

137394

29930

64106

100

3791224

3841224

7674600

% of

Total

Shares

49.95

0

0

0

0

0

49.95

0

0

0

0

0

0

49.95

0

0

0.65

0

0.65

0.67

0.09

22.29

23.34

1.78

0.39

0.84

49.4

50.05

100

3.23

0

0

0

0

0

3.23

0

0

0

0

0

0

3.23

-0.72

-0.08

-2.79

-0.07

0.22

-3.23

-3.23

--

Category of

Shareholders

No. of Shares held at the

beginning of the year

(as on 01/04/2016)

No. of Shares held at the

end of the year

(as on 31/03/2017)

%

Change

during

the year

31


(Ii) Shareholding of Promoters

Shareholder's Name Shareholding at the beginning

of the year (01/04/16)

Shareholding at the end

of the year (31/03/2017)

Sl.

No.

1

2

3

4

5

6

7

8

9

10

11

12

Rajanikant Kodarlal Shah

Padmaja Rajanikant Shah


(HUF)

Ajay Rajanikant Shah

Aparna Ajay Shah

Abhay Rajanikant Shah

Minal A. Shah

Manoj Vasantlal Mehta

Dimple Manoj Mehta

Padmaja Rajanikant Shah


Aparna Ajay Shah

Ajay Rajanikant Shah

Minal Abhay Shah

Abhay R. Shah

Kanchanben V. Mehta


Jagruti Jawahar Mehta

Jawahar Vasantlal Mehta

Jawahar Vasantlal Mehta

Jagruti Jawahar Mehta

Dimple Manoj Mehta


No.

of Shares

804894

802210

413970

427422

81500

232600

191915

161865

298000

66000

56000

49000

3585376

% of total

Shares of the

company

10.49

10.45

5.40

5.57

1.06

3.03

2.50

2.11

3.88

0.86

0.73

0.64

46.72

% of Shares

Pledged/

encum

bered

to total

shares

0

0

0

0

0

0

0

0

0

0

0

0

0

No. of

Shares

804894

802210

413970

675422

81500

232600

191915

161865

298000

66000

56000

49000

3833376

% of total

Shares

of the

company

10.49

10.45

5.40

8.80

1.06

3.03

2.50

2.11

3.88

0.86

0.73

0.64

49.95

% of Shares

Pledged/

encum

bered

to total

shares

0

0

0

0

0

0

0

0

0

0

0

0

0

% change in

share

holding

during

the year

0

0

0

3.23

0

0

0

0

0

0

0

0

3.23

32

nd52 annual report

2016 - 2017


(iii) Change in Promoters' Shareholding (please specify, if there is no change)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and

ADRs)

1

Particulars Cumulative Shareholding

during the year

Abhay R. Shah

At the beginning of the year

Market Purchase on

02-09-16

16-09-16

23-09-16

16-12-16

30-12-16

13-01-17

20-01-17

27-01-17

10-02-17

At the End of the year

No. of shares

427422

40000

3000

37500

12500

40000

50000

10654

29346

25000

675422

% of total shares

of the company

5.57

0.52

0.04

0.49

0.16

0.52

0.65

0.14

0.38

0.33

8.80

No. of shares

467422

470422

507922

520422

560422

610422

621076

650422

675422

% of total shares

of the company

6.09

6.13

6.62

6.78

7.30

7.95

8.09

8.47

8.80

For Each of the Top 10

Shareholders

Shareholding at the beginning

of the year (01/04/16)

Cumulative Shareholding during

the year (31/03/17)

MEHUL K. SHAH

DIPAK KANAYALAL SHAH

RHEA SHAH

SHASHIKANT G. BADANI

DHAVAL J. NANAVATI

SARAIYA BHAVIN RAMAKANT

KRISHNAKANT RATAN SHAH

SHARAD KANAYALAL SHAH

POONAM BANKIM DESAI

DARSHANA SARAIYA

No. of shares

425000

381000

139801

165281

99250

87913

311500

0.00

78538

70767

% of total shares

of the company

5.54

4.96

1.82

2.15

1.29

1.14

4.05

0.00

1.02

0.92

No. of shares

400000

381000

149258

138795

99250

90915

86000

84117

78538

70767

% of total shares

of the company

5.21

4.96

1.94

1.80

1.29

1.18

1.12

1.09

1.02

0.92

Sl.No.

1

2

3

4

5

6

7

8

9

10

33


(v) Shareholding of Directors and Keys Managerial Personnel

V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Indebtedness at the beginning of the nancialyear

i) Principal Amount

ii) Interest due but not paid

iii)Interest accrued but

not due

Total (i+ii+iii)

Change in Indebtedness

during the nancial year

* Addition

* Reduction

Net Change

Indebtedness at the end

of the nancial year

i) Principal Amount

ii) Interest due but not paid

iii)Interest accrued but

not due

Total (i+ii+iii)

Secured Loans excluding deposits

84,526,783

Nil

Nil

84,526,783

Nil

7,171,459

(7,171,459)

77,355,325

Nil

Nil

77,355,325

UnsecuredLoans

7,410,000

Nil

Nil

7,410,000

Nil

2,384,500

(2,384,500)

5,025,500

Nil

Nil

5,025,500

Deposits

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

TotalIndebtedness

91,936,783

Nil

Nil

91,936,783

Nil

9,555,959

(9,555,959)

82,380,825

Nil

Nil

82,380,825

RAJNIKANT K. SHAH

ABHAY R. SHAH

AJAY R. SHAH

MANOJ V. MEHTA

SUDHIR SATHE

1

2

3

4

5

No. of shares

804894

427422

413970

81500

100

No. of shares

804894

675422

413970

81500

100

% of total shares of

the company

10.49

8.80

5.40

1.06

0.00

% of total shares of

the company

10.49

5.56

5.40

1.06

0.00

Shareholding of each

Directors and eac Key

Managerial Personnel

Shareholding at the

beginning of the

year (01/04/16)

Sl.

No.

Cumulative Shareholding

during the year (31/03/17)

34

nd52 annual report

2016 - 2017


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

B. Remuneration to other directors

Sl.

No.

Particulars of Remuneration Name of MD/WTD/Manager Total

Amount

Gross Salary

(a) Salary as per provisions

contained in section 17(1) of

the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

(c) Prots in lieu of salary under

section 17(3) Income-tax Act, 1961

Stock Option

Sweat Equity

Commision

- as % of prot

- others, specify…

Interest on Unsecured Loan

Total (A)

Ceiling as per the Act

1

2

3

4

5

Mr R K Shah

25,13,071

Nil

Nil

Nil

Nil

Nil

Nil

2,43,042

27,56,113

Rs. 84 Lacs p.a.

Mr Abhay Shah

21,20,236

Nil

Nil

Nil

Nil

Nil

Nil

2,46,803

23,67,039

Rs. 42 Lacs p.a.

Mr Ajay Shah

13,15,391

Nil

Nil

Nil

Nil

Nil

Nil

2,32,375

15,47,766

Rs. 42 Lacs p.a.

Mr Manoj Mehta

13,07,043

Nil

Nil

Nil

Nil

Nil

Nil

23,998

13,31,041

Rs. 42 Lacs p.a.

……

72,55,741

Nil

Nil

Nil

Nil

Nil

Nil

7,46,218

80,01,959

3. Independent Directors

* Fee for attending board

committee meetings

* Commission

* Professional Fees

Total (1)

4. Other Non-Executive Directors

* Fee for attending board

committee meetings

* Commission

* Others, please specify

Total (2)

Total (B) = (1 + 2)

Total Managerial Remuneration

Overall Ceiling as per the Act

Mr Sudhir Sathe

3,80,000

Nil

1,80,000

5,60,000

Nil

Nil

Nil

Nil

5,60,000

Rs. 1 Lac

per meeting

Mr Vinay Jog

3,80,000

Nil

Nil

3,80,000

Nil

Nil

Nil

Nil

3,80,000

Rs. 1 Lac

per meeting

Ms Ashwini Lad

3,80,000

Nil

Nil

3,80,000

Nil

Nil

Nil

Nil

3,80,000

Rs. 1 Lac

per meeting

……

11,40,000

Nil

1,80,000

13,20,000

Nil

Nil

Nil

Nil

13,20,000

93,21,959

Total

Amount

Name of DirectorsParticulars of RemunerationSl.

No.

35


C. REMUNERATION TO KEYS MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER WTD

VII. PENALTIES/PUNISHMENT/COMPOUNDING OFFENCES

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS

IN DEFAULT

Penalty

Punishment

Compounding

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Type Section

of the

Companies

Act

Brief

Description

Details of

Penalty/

Punishment/

Compound

ing fees

imposed

Authority

[RD/NCLT/

COURT

Appeal

made,

if any

(give

Details)

Sr.

No.

Particular of Remuneration Key Managerial

Personnel

Gross Salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income

tax Act, 1961

(c) Prots in lieu of salary under section

17(3) Income-tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of prot

- others, specify…

Others, please specify

Total

1

2

3

4

5

CFO

11,09,451

Nil

Nil

Nil

Nil

Nil

Nil

Nil

11,09,451

Company Secretary

3,92,949

Nil

Nil

Nil

Nil

Nil

Nil

Nil

3,92,949

Total

15,02,400

Nil

Nil

Nil

Nil

Nil

Nil

Nil

15,02,400

36

nd52 annual report

2016 - 2017

Median remuneration of all the employees of the

Company for the Financial Year 2016-17

The percentage increase in the median remuneration of

employees in the Financial Year

The number of permanent employees on the rolls of st

Company as on 31 March, 2017

1,71,600

6.32%

59

ANNEXURE V

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE

5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)

RULES, 2014

1. Ratio of the remuneration of each Director/KMP to the median remuneration of all the Employees of

the company for the nancial year.

Notes:st1) The ratio of remuneration to median remuneration is based on remuneration paid during the period 1 April,

st2016 to 31 March, 2017.

2. Average percentile increase already made in the salaries of employees other than the

managerial personnel in the last nancial year and its comparison with the percentage

increase in the managerial remuneration and justication thereof and point out if there are

any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase in salary of the Company's employees was 7.54%. The total managerial

remuneration for the nancial year 2016-17 was ` 87,58,141/- as against `. 85,53,842/- during the previous

year.

3. Remuneration is as per the remuneration policy of the Company

It is hereby afrmed that the remuneration paid is as per the policy for remuneration of Directors, Key

Personnel Manager and other employees.

Name of Director

Non-Executive Directors

Mr. Sudhir Sathe

Mr. Vinay Jog

Ms. Ashwini Lad

Executive Directors

Mr. R. K. Shah

Mr. Abhay R. Shah

Mr. Ajay R. Shah

Mr. Manoj V. Mehta

Key Managerial Personnel

Mr. Pravej G. Mansuri

Mr. Sudhir Shah

Ratio of remuneration

to median remuneration

of all employees

221.45

221.45

221.45

1241.67

1136.93

686.64

686.64

663.37

239.47

% increase in

remuneration in

the Financial

Year 2016-17

NA

NA

NA

14.10%

13.90%

14.39%

14.39%

4.98%

3.63%

37

INDEPENDENT AUDITOR'S REPORT

To

The Members


Mumbai

Report on the Financial Statements

We have audited the accompanying standalone nancial statements of ORGANIC COATINGS LIMITED ('the stCompany'), which comprise the Balance Sheet as at 31 March, 2017, the Statement of Prot and Loss, the

Statement of Cash Flow for the year then ended, and a summary of the signicant accounting policies and

other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone nancial

statements that give a true and fair view of the nancial position, nancial performance and cash ows of the

Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specied under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)

Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal nancial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the nancial

statements that give a true and fair view and are free from material misstatement, whether due to fraud or

error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone nancial statements based on our audit. We

have taken into account the provisions of the Act, the accounting and auditing standards and matters which

are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specied under Section 143(10) of

the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in

the nancial statements. The procedures selected depend on the auditor's judgment, including the

assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error. In

making those risk assessments, the auditor considers internal nancial control relevant to the Company's

preparation of the nancial statements that give a true and fair view in order to design audit procedures that

are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Company's

Directors, as well as evaluating the overall presentation of the nancial statements.

We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our

audit opinion on the standalone nancial statements.

38

nd52 annual report

2016 - 2017


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

standalone nancial statements give the information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India, of the state of

affairs of the Company as at 31st March, 2017, and its prot and its cash ows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2016 ('The Order') issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A ,a

statement on the matters specied in paragraphs 3 and 4 of the Order to the extent applicable

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books

(c) The Balance Sheet, the Statement of Prot and Loss, and the Statement of Cash Flow dealt with by this

Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone nancial statements comply with the Accounting Standards

specied under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken

on record by the Board of Directors, none of the directors is disqualied as on 31st March, 2017 from

being appointed as a director in terms of Section 164 (2) of the Act

(f) With respect to the adequacy of internal nancial controls over nancial reporting of the Company and

the operating effectiveness of such controls, refer to our separate report in 'Annexure B' and

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

according to the explanations given to us:-

(i) The Company does not have any pending litigations which would impact its nancial position.

(ii ) The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

(iv) The Company has provided requisite disclosures in its nancial statements as to holdings as well as th thdealings in Specied Bank Notes during the period 8 November, 2016 to 30 December 2016 and

these are in accordance with the books of accounts maintained by the Company.

For Soman Uday & Co.Chartered AccountantsICAI Firm Registration Number 110352W

Uday Soman ProprietorMembership No. 038870

MumbaiMay 8, 2017

39


The Annexure A referred to in Para 1 – Report on Other Legal Regulatory Requirements of our

Independent Auditor's Report to the members of the Company on the standalone nancial statements

for the year ended 31 March 2017, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of xed assets;

(b) As explained to us, the xed assets have been physically veried by the management at reasonable

intervals during the year, which in our opinion is reasonable having regard to the size of the Company

and nature of its assets. No material discrepancies were noticed on such verication;

(C) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, the title deeds of immovable properties are held in the name of the company

(ii) As explained to us, physical verication of inventories has been conducted at reasonable intervals by the

management during the year and the discrepancies noticed on verication between the physical stocks

and book records were not material and the same have been properly dealt with in the books of

accounts;

(iii) The Company has not granted any loans, secured or unsecured, to companies, rms, Limited Liability

Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act,

2013;

(iv) The Company has not given loans, or made investments, or given guarantees and provided security

in terms of provisions of section 185 and 186 of The Companies Act, 2013.

(v) The Company has not accepted deposits and hence the directives issued by the Reserve Bank of India

and the provisions of the sections 73 to 76 or any other relevant provisions of the Act and the rules framed

there under are not required to be complied with by the Company.

(vi) The Maintenance of cost records has not been specied by the Central Government under sub-section 1

of the section 148 of the Act for any of the products manufactured by the Company.

(Vii) (a) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, amounts deducted/ accrued in the books of account in respect of

undisputed statutory dues including provident fund, employee's state insurance, income tax, sales

tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues

have been regularly deposited during the year by the Company with the appropriate authorities and stno undisputed amounts payable were in arrears as at 31 March, 2017 for a period of more than six

months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues outstanding of income

tax, sales tax, service tax, duty of customs, duty of excise or value added tax on account of dispute

which have not been deposited with the concerned authorities

(viii) In our opinion and according to the information and explanation given to us, the Company has not

defaulted in repayment of loans or borrowings to a bank. The Company has not obtained any

borrowing from any nancial institutions, Government or by way of debentures;

40

nd52 annual report

2016 - 2017


(ix) The company has raised monies by way of term loans from bank and the same were applied for the

purposes for which they were raised.

(x) In our opinion and according to the information and explanations given to us, no fraud by the Company

or on the Company by its ofcers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, and based on our

examination of the records of the Company, the Company has paid/provided managerial

remuneration in accordance with the requisite approvals mandated by the provisions of section 197

read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the company is not a

Nidhi company. Accordingly paragraph 3(xii) is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, and based on our

examination of the records of the Company, all transactions with the related parties are in compliance

with sections 177 and 188 of the Act, where applicable and the details of the same have been disclosed

in the nancial statements as required by the applicable accounting standards;

(xiv) According to the information and explanations given to us, and based on our examination of the

records of the Company, the Company has not made any preferential allotment or private placement of

shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us, and based on our examination of the records

of the Company, the Company has not entered into any non-cash transactions with directors or

persons connected with them. Accordingly paragraph 3(xv) of the order is not applicable.

(xvi) The Company is not required to be registered under section 45-1A of the Reserve Bank of India, 1934.



ICAI Firm Registration Number 110352W

Uday Soman

Proprietor


Mumbai

May 8, 2017

41


The Annexure B referred to in Para 2(f) - Report on other Regulatory requirements of our Independent

Auditor's Report to the Members of the Company on the Internal Financial Controls under clause (i) of sub-stsection 3 of section 143 of the Companies Act, 2013 (“the act”) for the year ended 31 March, 2017

We have audited the internal nancial controls over nancial reporting of Organic Coatings Limited (“the stcompany”) as of 31 March, 2017 in conjunction with our audit of the nancial statements of the company for the

year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal nancial controls based on

the internal control over nancial reporting criteria established by the company considering the essential

components of internal control stated in the Guidance Note on Audit of internal nancial controls over nancial

Reporting issued by the institute of Chartered Accountants of India.” These responsibilities include the design,

implementation and maintenance of adequate internal nancial controls that were operating effectively for

ensuring the orderly and efcient conduct of its business, including adherence to company's policies, the

safeguarding of its assets, the prevention and detection of frauds and errors. The accuracy and completeness of

the accounting records, and the timely preparation of reliable nancial information, as required under the

companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the company's internal nancial controls over nancial reporting

based on our audit in accordance with the Guidance Note on Audit of internal Financial Controls Over Financial

Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal nancial controls,

both applicable to an audit of internal Financial Controls and, both issued by the Institute of Chartered

Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether adequate internal nancial controls

over assurance about whether adequate internal nancial controls over nancial reporting was established and

maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial

controls system over nancial reporting and their operating effectiveness. Our audit of internal nancial controls

over nancial reporting included obtaining an understanding of internal nancial controls over nancial reporting,

assessing the risk that a material weakness exists, and testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's

judgement, including the assessment of the risks of material misstatement of the nancial statements, whether

due to fraud or error.

We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit

opinion on the Company's internal nancial controls system over nancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal nancial Control over nancial reporting is a process designed to provide reasonable

assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external

purposes in accordance with generally accepted accounting principles. A company's internal nancial control

over nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reect the transactions and dispositions assets of the company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial

statements in accordance with generally accepted accounting principles. And that receipts and expenditures of

the company are being made only in accordance with authorities of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of the company's assets that could have a material effect on the nancial statements.

42

nd52 annual report

2016 - 2017


Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal nancial controls over nancial reporting. Including the

possibility of collusion or improper management overrides of controls, materials misstatements due to error

or fraud may occur and not be detected. Also, projections of any evaluation of the internal nancial controls

over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial

reporting may become inadequate because of changes in conditions, or that the degree of compliance with

the policies or procedure may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal nancial controls system over

nancial reporting and such internal nancial controls over nancial reporting were operating effectively as at

March 31, 2017, based on the internal control over nancial reporting criteria established by the company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



ICAI Firm Registration Number 110352W

Uday Soman

Proprietor


Mumbai

May 8, 2017

43

In terms of our report attached



ICAI Firm Reg No: 110352W

Uday Soman

Proprietor

Membership No: 38870

MumbaiMay 8,2017

Ajay R ShahExecutive Director

Sudhir R ShahCompany Secretary

BALANCE SHEETBALANCE SHEET AS AT 31ST MARCH, 2017

As atst31 March, 2017

`

7,67,46,000

(1,29,28,282)

6,38,17,718

1,28,32,790

3,56,657

32,18,289

1,64,07,736

4,75,25,500

6,23,91,361

7,60,86,202

15,58,312

18,75,61,375

26,77,86,829

14,52,39,363

2,99,983

14,55,39,346

9,268,436

3,55,14,091

5,54,23,685

78,13,592

1,42,27,679

11,29,79,047

26,77,86,829


`

7,67,46,000

(1,42,22,627)

6,25,23,373

3,32,93,677

3,58,542

30,35,189

3,66,87,408

3,82,43,106

8,00,07,775

6,59,83,971

14,71,891

18,57,06,743

28,49,17,524

13,76,54,727

4,16,202

13,80,70,929

1,15,06,234

4,58,65,500

6,83,92,186

91,09,134

1,19,73,541

13,53,40,361

28,49,17,524

Particulars

EQUITY AND LIABILITIES

Shareholders’ funds

Share capital

Reserves and surplus

Non-current liabilities

Long-term borrowings

Other long-term liabilities

Long-term provisions

Current liabilities

Short-term borrowings

Trade payables

Other current liabilities

Short-term provisions

ASSETS

Non-current assets

Fixed assets

(i) Tangible assets

(ii) Intangible assets

Other non-current assets

Current assets

Inventories

Trade receivables

Cash and cash equivalents

Short-term loans and advances

See accompanying notes forming

part of the nancial statements

For and on behalf of the Board of Directors

R K ShahVice Chairman & Managing Director

Abhay R ShahJoint Managing

Manoj V MehtaExecutive Director

Parvej G MansuriChief Financial Ofcer

MumbaiMay 8,2017

NoteNo.

3

4

5

6

7

8

9

10

11

TOTAL

12

13

14

15

16

17

TOTAL

1 to 38

44

nd52 annual report

2016 - 2017






MumbaiMay 8,2017







Uday Soman

Proprietor


MumbaiMay 8,2017

STATEMENT OF PROFIT AND LOSS ACCOUNTSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH,2017

For the year endedst31 March, 2017

`

33,02,87,568

3,08,84,819

29,94,02,749

31,32,241

30,25,34,990

21,73,68,633

3,97,875

(63,00,865)

1,79,05,442

1,17,18,879

1,30,82,769

4,71,53,578

30,13,26,311

12,08,679

94,566

13,03,245

2,50,000

-

(2,41,100)

12,94,345

0.16

0.17


`

45,09,48,304

4,40,08,793

40,69,39,511

31,48,737

41,00,88,248

30,61,66,443

1,45,32,819

(38,99,004)

2,01,78,969

1,41,96,566

1,39,85,744

5,70,45,567

42,22,07,104

(1,21,18,854)

-

(1,21,18,854)

-

-

-

(1,21,18,854)

(1.58)

(1.58)

Particulars

INCOME

Revenue from operations (gross)

Less: Excise duty

Revenue from operations (net)

Other Income

Total Revenue (A)

EXPENSES

Cost of materials consumed

Changes in inventories of nished goods

Changes in inventories of work-in-progress

Employee benets expense

Finance costs

Depreciation and amortisation expense

Other expenses

Total Expenses (B)

Prot / (Loss) after exceptional and extraordinary

items and before tax

Exceptional items

Prot / (Loss) before tax

Tax Expense:

Less: Current tax expense

Less: Tax expense relating to prior years

Add: MAT Credit for the year

Prot / (Loss) for the Year

Earnings per share of `10 each

Basic

Diluted

See accompanying notes forming

part of the nancial statements

NoteNo.

18

19

20

21

22

23

24

25

26

27

28

1 to 38

45

Particulars

A. Cash ow from operating activities

Net Prot / (Loss) before extraordinary items and tax

Adjustments for:

Depreciation and amortisation (Net of Depreciation Withdrawn)

(Prot) / loss on sale / write off of assets

Bad debts

Finance costs

Interest income

Sundry balances written back

Operating prot / (loss) before working capital changes

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Inventories

Trade receivables

Short-term loans and advances

Non Current Assets

Adjustments for increase / (decrease) in operating liabilities:

Trade payables

Other current liabilities

Short-term provisions

Other long-term liabilities

Long Term Provisions

Cash Generation from Operation

Net cash ow from / (used in) operating activities (A)

B. Cash Flow From Investing Activities

Capital expenditure on xed assets, including capital advances

Proceeds from sale of xed assets

Interest Income

Net cash ow from / (used in) investing activities (B)

C. Cash ow from nancing activities

Repayment of long-term borrowings

Net increase / (decrease) in working capital borrowings

Finance cost

Net cash ow from / (used in) nancing activities (c)

Net increase / (decrease) in Cash and cash equivalents (A+B+C)

Cash and cash equivalents at the Beginning of the year

Cash and cash equivalents at the end of the year *

* Comprises:

(a) Cash on hand

(b) Balances with banks

(i) In current accounts

(ii) In EEFC accounts

(iii) In deposit accounts with Banks

CASH FLOW STATEMENTCASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017


`

13,03,245

1,31,77,335

(82,025)

3,24,997

1,17,18,879

(10,57,054)

(4,081)

2,53,81,296

1,03,51,409

1,26,43,504

(22,54,138)

22,37,798

(1,76,16,413)

1,01,02,230

86,421

(1,884)

1,83,100

4,11,13,326

4,11,13,326

(3,84,30,533)

1,78,61,984

10,57,054

(1,95,11,495)

(2,04,60,887)

92,82,394

(1,17,18,879)

(2,28,97,372)

(12,95,541)

91,09,134

78,13,592

12,95,542

61,486

15,70,384

1,167

61,80,555

78,13,592


`

(1,21,18,854)

1,39,85,744

4,05,463

-

1,41,96,566

(4,54,981)

(1,36,378)

1,58,77,560

1,36,40,582

4,92,66,863

49,31,863

(24,37,724)

(4,70,26,332)

33,94,232

(11,36,266)

(11,35,204)

(3,33,116)

3,50,42,458

3,50,42,458

(24,01,150)

7,59,498

4,54,981

(11,86,671)

(2,06,01,787)

10,50,884

(1,41,96,566)

(3,37,47,469)

1,08,318

90,00,816

91,09,134

(1,08,318)

53,167

34,01,039

1,153

56,53,775

91,09,134





Uday Soman

Proprietor


Mumbai

May 8,2017






MumbaiMay 8,2017



46

nd52 annual report

2016 - 2017

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2017

1. Corporate information

The Company was incorporated on 22nd April, 1965 as a Private Limited company limited by shares. It was

converted in Public Limited company in the year 1995. It has its Registered ofce in Mumbai and

manufacturing facility at village Umaraya, Taluka-Padra, Dist-Vadodara,Gujarat, India. The company is

engaged in the business of manufacturing and trading in Printing Inks & Allied products. The company sells

its products across India and to other countries.

2. Signicant accounting policies

2.1 Basis of accounting and preparation of nancial statements

These nancial statements are prepared in accordance with Indian Generally Accepted Accounting

Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory

accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of

the Companies (Accounts) Rules,2014, and other provisions of the Act (to the extent applicable).

2.2 Use of estimates

The preparation of the nancial statements in conformity with Indian GAAP requires the Management to

make estimates and assumptions considered in the reported amounts of assets and liabilities (including

contingent liabilities) and the reported income and expenses during the year. The management believes that

the estimates used in preparation of the nancial statements are prudent and reasonable. However, future

results could differ due to these estimates and the differences between the actual results and the estimates

are recognised in the periods in which the results are known / materialised.

2.3 Inventories

In terms of the Accounting Standard "Valuation of the Inventories" (Revised) (AS-2) issued by the Institute of

Chartered Accountants of India, inventories are valued on First in First out Basis (FIFO). Inventories of Raw

Materials, Consumable Stores, Packing Materials, Work in Progress and Finished Goods are valued at lower

of Cost and net realisable Value. Cost Comprises all cost of purchase and other cost incurred in bringing

inventories to their present location and condition. Work in Progress and Finished Goods include

appropriate amount proportions of the overhead and where applicable excise duty. Imported raw materials,

stock in transit are valued at cost and customs duty thereon.

2.4 Depreciation and Amortisation

Upto the year ended 31st March 2014, Schedule XIV of the Companies Act 1956 was followed for

depreciation on Fixed Assets. From 1st April 2014, Schedule XIV has been replaced by Schedule II to the

Companies Act 2013. Accordingly, the depreciation has been charged under the straight-line method on the

balance estimated useful life of the Asset as specied in Schedule II of the Companies Act 2013.

2.5 Revenue recognition

Sales of goods are recognised, net of returns and trade discounts, on transfer of signicant risks and rewards

of ownership to the buyer, which generally coincides with the delivery of goods to customers. Sales exclude

excise duty, sales tax and value added tax.

Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive is

established.

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the

extent that there is no uncertainty in receiving the claims.

Other income is accounted for on accrual basis except where the receipt of income is uncertain in which case

it is accounted for on receipt basis.

47


2.6 Tangible Fixed Assets

Fixed Assets are stated at cost of acquisition net of cenvat including any cost, directly attributable to bringing

the assets to their working condition less accumulated depreciation except for certain xed assets, which

have been revalued.

Capital Work in Progress if any, are carried at cost, comprising direct cost, related incidental expenses and

attributable interest.

2.7 Intangible Fixed Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortisation. All

costs till the commencement of the commercial production are capitalised.

2.8 Foreign Currency Transactions

Transactions denominated in the foreign currencies are recorded at the exchange rate prevailing on the date

of transaction or that approximates the actual rate at the date of the transaction.

The monetary assets and liabilities item denominated in the foreign currencies at the year end are restated at

the year end rates.

Any income or expense on account of exchange difference either on settlement on translation is recognised

in the Statement of prot and loss except in the case the long term liabilities, if any, where they relate to the

acquisition of the xed assets, in which case they are adjusted to the carrying amount of such assets.

2.9 Employees Benets

Dened Contribution Plans

Provident Fund & ESIC are dened contribution schemes established under a State Plan. The contributions

to the schemes are charged to the statement of prot and loss in the year when the contributions become

due.

Dened Benet Plans

The company has a dened benet gratuity plan. Every employee who has completed ve years or more of

service gets a gratuity on post employment at 15 days salary (last drawn salary) for each completed year of

services as per the rules of the company. The aforesaid liability is provided for on the basis of an actuarial

valuation made using Project Unit Credit Method at the end of the nancial year. The scheme is funded with

an insurance company in the form of a qualifying insurance policy. Actuarial gains/losses are recognized in

statement of prot and loss in the year in which they arise.

Compensated Absences (Leave Encashment)

Employees are entitled to accumulate leave subject to certain limits for future encashment. The liability in

respect of leave encashment is provided for on the basis of actuarial valuation made at the end of the nancial

year using Project Unit Credit Method. The said liability is not funded.

2.10 Borrowing Cost

Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are

capitalised as part of the cost of such assets. A qualifying asset is one that takes substantial period of time to

get ready for its intended use. All other borrowing costs are recognised as expense in the period in which

they are incurred.

48

nd52 annual report

2016 - 2017


2.11 Earnings per share

The company reports basic and diluted earnings per equity share in accordance with AS-20, on earnings per

share. Basic earnings per equity share have been computed by dividing net prot after tax by the weighted

average number of equity shares outstanding for the year. Diluted earnings per equity share, if applicable

have been computed using the weighted average number of equity shares and dilutive potential equity

shares outstanding during the year.

2.12 Taxes on Income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with

the provisions of the Income Tax Act, 1961.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the

accounting income that originate in one period and are capable of reversal in one or more subsequent

periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at

the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in

respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtual

certainty that there will be sufcient future taxable income available to realise such assets. Deferred tax

assets are recognised for timing differences of other items only to the extent that reasonable certainty exists

that sufcient future taxable income will be available against which these can be realised. Deferred tax

assets are reviewed at each Balance Sheet date for their realisability.

2.13 Research and Development

Revenue expenditure pertaining to research is charged to the Statement of Prot and Loss. Development

costs of products are also charged to the Statement of Prot and Loss unless a product’s technological

feasibility has been established, in which case such expenditure is capitalised. The amount capitalised

comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis to

creating, producing and making the asset ready for its intended use. Fixed assets utilised for research and

development are capitalised and depreciated in accordance with the policies stated for Tangible Fixed

Assets and Intangible Assets.

2.14 Impairment of Assets

The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for

impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and

impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The

recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by

discounting the future cash ows to their present value based on an appropriate discount factor. When there

is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or

may have decreased, such reversal of impairment loss is recognised in the Statement of Prot and Loss,

except in case of revalued assets.

2.15 Provisions and Contingent Liability

Provisions involving substantial degree of estimate in measurement are recognised when there is a present

obligation as a result of the past events and it is probable that there will be an outow resources. Contingent

liabilities and commitments are not recognised but are disclosed in the notes. Contingents assets are neither

recognised nor disclosed in the nancial statements.

49


3.1 The Reconciliation of the number of the shares outstanding is set out below

3.2 Terms/Rights attached to Equity Shares

The Company has only one class of Equity Shares having a par value of 10/- per share. Each holder of the

Equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees

and every equity share is entitled to the same rate of dividend.

In the event of liquidation of the company, the holders of the equity shares will be entitled to receive the

remaining assets of the company after distribution of all preferential amounts, in proportion to their

shareholding.

3.3 Details of the Shareholders holding more than 5% of shares

3. SHARE CAPITAL

Particulars

(a) Authorised

1,00,00,000 (1,00,00,000) Equity shares of ` 10 each

(b) Issued

77,00,000 ( 77,00,000) Equity shares of ` 10 each

(c) Subscribed and fully paid up

76,74,600 ( 76,74,600) Equity shares of ` 10 each

TOTAL

As at st31 March, 2017

`

10,00,00,000

7,70,00,000

7,67,46,000

7,67,46,000


`

10,00,00,000

7,70,00,000

7,67,46,000

7,67,46,000

Paticulars

Equity Shares at the beginning of the year

Equity Shares at the end of the year

(No of Shares)

76,74,600

76,74,600

(No of Shares)

76,74,600

76,74,600

Name of the Shareholders

Mr Rajnikant K Shah

[Include 8,02,210 (10.39%) Shares of Rajnikant K Shah (HUF)

(Previous Year 8,02,210 (10.39%)]

Ajay R Shah

Abhay R Shah

Mehul K Shah

No of Shares% of holding

16,07,104

20.94%

4,13,970

5.39%

6,75,422

8.80%

4,00,000

5.21%

No of Shares% of holding

16,07,104

20.94%

4,13,970

5.39%

4,27,422

5.57%

4,25,000

5.54%

50

nd52 annual report

2016 - 2017


4. RESERVE AND SURPLUS

5. LONG TERM BORROWINGS

5.1 The Term Loan on Plant and Equipment are secured by Equitable mortgage of Factory Land and

Building and hypothecation of Plant and Equipment at Village Umraya, Taluka-Padra, District-Vadodara.

These loans are further guaranteed by one of the director in his personal capacity.

5.2 The Vehicles loans are secured by hypothecation of Vehicles.

5.3 Maturity Prole of the Term loans of the Plant and Equipments are set out as under

5.4 Maturity Profile of the Term loans of the Vehicles are set out as under

6. OTHER LONG TERM LIABILITIES

1,20,000

7,78,44,711

52,82,140

(8,53,50,624)

(1,21,18,854)

(9,74,69,478)

(1,42,22,627)

1,20,000

7,78,44,711

52,82,140

(9,74,69,478)

12,94,345

(9,61,75,133)

(1,29,28,282)TOTAL

TOTAL

TOTAL

TOTAL

TOTAL


`


`

Particulars

(a) Capital Reserve

As per last Balance Sheet

(b) Securities premium account


(c) General reserve


(d) Surplus / (Decit) in Statement of Prot and Loss


Add/(Less): Prot/(Loss) for the year

1,06,81,290

21,51,5001,28,32,790

3,32,93,677

-3,32,93,677

2,28,00,000

1,06,81,290

-

-

1,06,81,290

3,34,81,290

0-1 Year

1-2 Years

2-3 Years

Above 3 Years

5,76,840

6,34,136

6,97,124

8,20,240

21,51,500

27,28,340

1,56,564

-

-

-

1,56,564

0-1 Year

1-2 Years

2-3 Years

Above 3 Years

2,04,00,000

2,40,00,000

92,93,677

-

3,32,93,677

5,36,93,677

Term Loans from Banks

Secured

Plant and Equipment

Vehicles

Trade payables 3,56,657

3,56,657

3,58,542

3,58,542

51

Provision for leave encashment

Provision for gratuity

20,91,312

11,26,977

32,18,289

From Banks

Secured

Working capital loans-repayable on demand

Loans and advances from related parties Unsecured

From directors

4,25,00,000

50,25,500

4,75,25,500

Micro, Small and Medium Enterprises

Others

-

6,23,91,361

6,23,91,361


`


`

Particulars

TOTAL

TOTAL

TOTAL

TOTAL

TOTAL

Current Maturities of Long Term Debt (Refer Note No : 5.3 )

Current Maturities Vehicle Loans (Refer Note No : 5.4 )

Working capital loans-over issuance of cheques

Unpaid Dividends #

Others Payables

Statutory remittances

Security Deposits Received

Advances from customers

Expenses payable

Creditors for Capital Expenditure

2,28,00,000

5,76,840

13,74,034

1,12,478

13,68,246

4,01,89,884

17,51,511

36,44,088

42,69,121

7,60,86,202

Provision for employee benets

Provision for leave encashment

Provision others

Excise duty on closing stock of nished goods

7,02,583

8,55,729

15,58,312


7. LONG TERM PROVISIONS

8. SHORT TERM BORROWINGS

8.1 The Working Capital Loan is secured by hypothecation of the inventory and trade receivables, Equitable

mortgage of Factory land and Building and hypothecation of Plant and Equipment at Village Umraya, Taluka-

Padra, District- Vadodara. This loan is further guaranteed by one of the director in his personal capacity.

9. TRADE PAYABLES

9.1 The Company has not received any intimation from suppliers regarding status under " Micro, Small and

Medium Enterprises Development Act, 2006 and hence, disclosure, if any relating to amounts unpaid as at

the end of year together with interest paid/payable as required under the said act has not been given.

10. OTHER CURRENT LIABILITIES

# The gure do not include any amount due and outstanding to be credited to Investor Education and Protection Fund

11. SHORT TERM PROVISIONS.

16,16,688

14,18,501

30,35,189

3,08,33,106

74,10,000

3,82,43,106

-

8,00,07,775

8,00,07,775

2,04,00,000

1,56,564

-

1,12,478

13,27,534

4,03,35,249

58,682

35,93,464

-

6,59,83,971

5,71,954

8,99,937

14,71,891

52

nd52 annual report

2016 - 2017

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92,68,436

92,68,436

1,75,02,443

78,12,355

77,01,558

12,51,725

12,46,0103,55,14,091

32,29,387

5,21,94,298

5,54,23,685

61,486

14,57,906

1,167

61,80,555

1,12,478

78,13,592


`


`

Particulars

45,08,813

6,97,439

8,11,207

14,89,561

12,43,547

1,99,185

24,68,630

2,11,111

23,27,113

2,71,073

1,42,27,679


13. OTHER NON CURRENT ASSTES

14. INVENTORIES

(At Lower of cost and net realisable value)

15. TRADE RECEIVABLES

16. CASH AND CASH EQUIVALENTS

# Fixed Deposits with Banks include deposits of ` 17,11,962/- (Previous Year of ` 14,78,775/-) with maturity of more than 12 months.

17. SHORT TERM LOANS AND ADVANCES - (Unsecured, considered good)

TOTAL

TOTAL

TOTAL

TOTAL

TOTAL

Long term trade receivables

Unsecured, considered good

Raw materials

Work-in-progress

Finished goods

Consumables stores

Packing materials

Trade receivables outstanding for a period exceeding six months

from the date they were due for payment


Other trade receivables


Cash on Hand

Balance With Banks

- In Current accounts

- In EEFC accounts

- In Deposit accounts #

- In Unpaid dividend accounts

Security deposits

Loans to employees

Prepaid Expenses

Balance with Government Authorities

- Balance With Excise Authority

- VAT credit receivable

- Service Tax Credit Receivable

Advance Income Tax (net of provision) ` 4,75,000/-

(previous year ` 2,25,000/-)

Advance for capital expenditure

Advances to suppliers

Interest accrued on bank deposits

1,15,06,234

1,15,06,234

2,55,12,338

90,25,579

80,99,433

11,60,904

20,67,246

4,58,65,500

70,16,651

6,13,75,535

6,83,92,186

53,167

32,88,561

1,153

56,53,775

1,12,478

91,09,134

33,46,645

90,200

15,75,517

6,12,374

27,41,980

1,54,982

24,13,044

2,11,111

4,58,025

3,69,6631,19,73,541

54

nd52 annual report

2016 - 2017


`


`

ParticularsParticulars

33,02,87,568

3,08,84,819

29,94,02,749

25,78,82,326

2,68,19,115

1,47,01,308

29,94,02,749

36,64,55,043

2,68,36,014

1,36,48,455

40,69,39,512

1,0,57,054

42,810

3,05,000

15,52,754

88,517

82,025

4,081

31,32,241


18. REVENUE FROM OPERATIONS

18.1 PARTICULARS OF SALE OF PRODUCTS

19. OTHER INCOME

20. COST OF MATERIALS CONSUMED

20.1 PARTICULARS OF RAW MATERIALS CONSUMED

2,55,12,338

19,25,08,027

21,80,20,365

1,75,02,443

20,05,17,922

20,67,246

1,60,29,475

1,80,96,721

12,46,010

1,68,50,711

21,73,68,633

2,79,54,430

28,09,62,190

30,89,16,620

2,55,12,338

28,34,04,282

24,53,950

2,23,75,457

2,48,29,407

20,67,246

2,27,62,161

30,61,66,443

4,54,981

4,09,738

4,57,759

58,750

16,31,131

-

1,36,378

31,48,737

For the year ended st31 March, 2016

`


`

3,19,60,084

7,65,82,260

5,57,66,500

3,62,09,078

20,05,17,922

3,34,66,009

10,36,21,709

7,92,36,547

6,70,80,017

28,34,04,282

Sale of products

Less: Excise duty

Manufactured goods

Printing Ink

Coatings

Auxiliaries

Interest income

Interest received

Insurance Claim Received

Bad Debts Recovered

Other Income

Electricity Duty Subsidy

Other non operation income

Prot on sale of assets (net)

Sundry balances written back

Raw material consumed

Opening stock

Add : Purchases

Less : Closing stock

Cost of raw material consumed

Packing material consumed

Opening stock

Add : Purchases

Less : Closing Stock

Cost of packing material consumed

Chemicals

Pigment

Resins

Oil and miscellaneous

TOTAL

TOTAL

TOTAL

TOTAL

TOTAL

45,09,48,304

4,40,08,793

40,69,39,511

55


`


`

ParticularsParticulars As at st31 March, 2016

`


`


`


`

ParticularsParticulars For the year endedst31 March, 2016

`

Fot the year endedst31 March, 2017

`


20.2 PARTICULARS OF IMPORTS AND INDIGINIOUS CONSUMPTION AND PERCENTAGE OF CONSUMPTION

21. CHANGES IN INVENTORIES OF FINISHED GOODS

22. CHANGES IN INVENTORIES OF WORK-IN-PROGRESS

23. EMPLOYEES BENEFIT EXPENSE

23.1 As per Accounting Standard 15 (Revised) " Employee Benets", the disclosure as dened in the

Accounting Standard are given below:

Dened Contribution Plan

Contribution to Dened Contribution Plans, recognised as expenses for the year as under:

Inventories at the end of the year

Finished Goods

Inventories at the beginning of the year

Finished goods

77,01,558

80,99,433

3,97,875

80,99,433

2,26,32,252

1,45,32,819

Raw material consumed

Imported

Indigenous

Percentage raw material consumed

Imported

Indigenous

3,29,94,20625,04,10,075

28,34,04,281

11.64%

88.36%

100.00%

1,78,71,372

18,26,46,550

20,05,17,922

8.91%

91.09%

100.00%

90,25,579

51,26,573

-

51,26,573

(38,99,004)

78,12,355

90,25,579

75,14,089

15,11,490

(63,00,865)

Salary

Contribution to provident and other funds

Staff welfare expenses

1,62,48,618

12,86,530

3,70,294

1,79,05,442

1,83,27,075

14,37,380

4,14,514

2,01,78,969

Employer's contribution to provident fund 11,06,337

11,06,337

11,27,715

11,27,715

TOTAL

TOTAL

Inventories at the end of the year

Work-in-Progress

Inventories at the beginning of the year

Work-in-Progress

Less: Stock of work-in-Progress lost in re

TOTAL

TOTAL

TOTAL

TOTAL

56

nd52 annual report

2016 - 2017

25,80,851

29,99,352

4,18,501

1,49,123

2,46,632

(2,26,146)

10,584

-

1,80,193

1,51,881

2,26,848

(1,55,295)

86,231

-

3,09,665

%

100

100

%

100

100

Dened benet obligation at the beginning of the Year

Current service cost

Interest cost

Actuarial losses/(gain)

Past service cost

Benet paid

Dened Benet obligation at the end of the year

Fair value of the plan assets at the beginning of the year

Expected return of the plan assets

Actuarial gain /(losses)

Employer contribution

Benet paid

Fair value of the plan assets at the end of the Year

Actual return on plan assets

29,99,352

1,49,123

2,46,632

(9,648)

-

(29,319)

33,56,140

25,80,851

2,26,146

(20,232)

4,71,717

(29,319)

32,29,163

2,05,914

27,33,540

1,51,881

2,26,848

1,13,360

-

(2,26,277)

29,99,352

16,02,589

1,55,295

27,129

10,22,115

(2,26,277)

25,80,851

1,82,424


`


`

Particulars


`


`

Particulars


`


`

Particulars

Particulars

Particulars

Particulars


`


`


`


`


`


`


`


`

Particulars


`


`

Particulars


`


`

Particulars

Particulars

Particulars

Particulars

For the year ended

For the year ended

st31 March, 2016

st31 March, 2016

`

`


`

For the year ended

For the year ended

st31 March, 2017

st31 March, 2017

`

`


`

Current service cost

Interest cost

Expected return of the plan assets

Net actuarial losses/(gain)

Past service cost

Fair value of the plan assets

Present value of the obligation

Amount recognized in the balance sheet

TOTAL

TOTAL

Particulars

Insured managed funds


Dened Benet Plan

(I) Recognition of Opening and Closing Balances of Dened Benet Obligation of Gratuity and Fair

Value of the Plan Assets (Funded)

(II) Reconciliation of the Fair Value of the Plan Assets and Dened Benet Obligation

(III) Expenses Recognized During the year

(IV) Investment Details

32,29,163

33,56,140

1,26,977

57

1,12,19,101

4,99,778

1,17,18,879

1,33,53,869

8,42,697

1,41,96,566

1,30,82,769

1,30,82,769

1,39,85,744

1,39,85,744

Mortality tables (LIC)

Discount rate (per annum)

Expected rate of return on plan assets (per annum)

Rate of escalation in salary (per annum)

2006-08

7.40%

7.50%

6.00%

2006-08

8.00%

7.50%

6.00%


`


`


`


`


`


`


`


`

TOTAL

TOTAL

Depreciation and amortization

Interest expense on

Borrowings

Other borrowing costs


(IV) Actuarial Assumptions of Gratuity

The estimates of the rate of the escalation in salary considered in the actuarial valuation, take in to account

ination, seniority, promotion and other relevant factors.

The expected rate of return on plan assets is determined bases on expectation of the average long term rate

of return expected on investments of the fund during the estimated term of the obligations.

24. FINANCE COSTS

25. DEPRECIATION AND AMORTIZATION EXPENSE

58

nd52 annual report

2016 - 2017


26. OTHER EXPENSES

26.1 VALUE OF IMPORTS ON CIF BASIS IN RESPECT OF

26.2 PAYMENT TO AUDITORS (Excluding service tax)


`


`


`


`


`


`


`


`

Manufacturing Expenses

Consumable stores

Power and fuel

Factory expenses

Wages and labour charges

Repairs to machinery

Establishment Expenses

Rent

Repairs to building

Insurance

Rates and taxes

Communication expenses

Travelling and conveyance

Printing and stationary

Legal and professional charges

Payment to auditors (refer note no. 26.2)

Loss on sale of the assets (net)

(Includes assets discarded of ` Nil (previous year ` 37,293/-)

Net loss on foreign currency transactions and translation (Net)

Motor car expenses

Miscellaneous Expenses

Selling and Distribution Expenses

Increase/(decrease) of excise duty on inventory

Freight and forwarding

Sales commission and discount

Business promotion

Bad debt

4,19,203

78,51,972

21,00,139

1,31,38,861

22,00,423

2,57,10,598

9,02,457

47,660

4,68,098

62,379

7,83,413

16,73,724

2,41,689

21,68,695

3,14,000-

84,516

20,94,961

40,40,833

1,28,82,425

(44,208)

46,01,661

30,13,941

6,64,164

3,24,997

85,60,555

4,71,53,578

6,46,062

1,25,35,456

17,34,539

1,36,22,607

44,63,972

3,30,02,636

8,66,065

3,46,512

4,55,311

61,535

8,07,259

17,91,858

3,10,692

24,75,574

2,76,603

4,05,463

6,69,298

25,78,384

33,19,369

1,43,63,923

(13,92,507)

70,66,251

38,17,452

1,87,812

-

96,79,008

5,70,45,567

Raw materials

Components and spare parts

Capital goods

63,65,249

3,56,788

60,79,748

3,38,00,905

2,98,713

9,04,176

Statutory audit fees

Tax audit fees

Certication charges

Income tax matters

Out of pocket expenses

1,95,000

25,000

32,000

35,000

32,611

3,19,611

1,95,000

25,000

31,750

-

24,853

2,76,603TOTAL

TOTAL

59


27. EXCEPTIONAL ITEMS

27.1. The Company has disclosed to the Bombay Stock Exchange Ltd. Under Regulation 30(4) of SEBI

(LODR) Regulation, 2015 about a re that took place at Company’s plant at Block No. 395,437,450, Village

Umraya, Taluka Padra, Dist. Vadodara - 391440 on 2nd June, 2016 at around 8.30 p.m. The re has resulted

into a total loss of ` 2,83,09,963/- comprising of damage to Fixed Assets having Written Down Value of

`1,71,49,360/-, Inventory of ` 75,14,089/- and other incidental expenses of ` 36,46,514/- The company

received an insurance claim of 2,84,04,529/- resulting in to a surplus of 94,566/- in the year under Audit.

28. EARNINGS PER SHARE

(I) Basic Earnings Per Share

(II) Diluted Earnings Per Share

29. EXPENDITURE IN FOREIGN CURRENCY

30. EARNINGS IN FOREIGN EXCHANGE

31. RELATED PARTY DISCLOSURES

As per the Accounting Standard (AS)18 "Related Party", the disclosures of transactions with related parties are given below

(I) List of the related parties where control exists and related parties with whom transaction have

taken place and relationships


`


`


`


`


`


`


`


`

-

-

94,566

94,566Exceptional items-re

Net Prot/(loss) after tax as per statement of prot and loss

attributable to equity shareholders

Weighted average numbers of equity shares used as

denominator for calculating EPS

Basic earnings per share

Face value per equity shares

Net Prot/(loss) after tax as per statement of prot and loss

attributable to equity shareholders

Weighted average numbers of equity shares used as

denominator for calculating EPS

Basic and diluted earnings per share

Face value per equity shares

12,94,345

76,74,600

0.17

10

12,94,345

76,74,600

0.17

10

(1,21,18,854)

76,74,600

(1.58)

10

(1,21,18,854)

76,74,600

(1.58)

10

FOB value of the exports 66,13,013 65,74,456

Travelling expenses

Purchases of raw material

Name of the Related Parties

Organic Sales and Services Private Limited

Mr Rajnikant K Shah

Mr. Abhay R Shah

Mr. Ajay R Shah

Mr. Manoj V Mehta

Relationship

Associate Company

Key Management Personal




-

84,55,370

-

3,29,87,279

TOTAL

60

nd52 annual report

2016 - 2017


(II) Transactions during the year with related parties

(III) Balances outstanding

32. The Company does not have different segments and hence segment wise reporting in terms of the

Accounting standard (AS) 17 "Segment Reporting" issued by the Institute of the Chartered Accountant of

India is not applicable. The Company mainly deals printing inks and auxiliaries which is considered as a one

segment only. Geographical segment is not material and hence not required to disclose separately.

33. DEFERRED TAX LIABILITIES / ASSETS (NET)

33.1. In terms of Accounting Standard 22- "Accounting for Taxes on Income" issued by the Institute of

Chartered Accountants of India, the Company has Deferred Tax Assets as on 31st March 2017. In terms of the

said Standard, in view of unabsorbed depreciation and unabsorbed business losses under the tax laws, net

result of computation is net deferred tax assets. Hence, the management has decided not to incorporate the

same in the books of accounts as a matter of prudence and in absence of virtual certainty as to its realization.

In view of the loss for the year, no provision for income tax is required to be made

34. In the opinion of the management, current and non current assets are recoverable in normal course of

the Business.


`


`

Particulars


`


`

Particulars

Particulars

Particulars


`


`


`


`


`


`

Particulars


`


`

Particulars

Particulars

Particulars

For the year ended

As at

st31 March, 2016

st31 March, 2016

`

`

For the year ended

As at

st31 March, 2017

st31 March, 2017

`

`

Nature of the transaction

(a) Sales

Organic sales and services pvt limited

(b) Payment to key management personnel

(Excluding Reimbursement)

Mr Rajnikant K Shah

Mr. Abhay R Shah

Mr. Ajay R Shah

Mr. Manoj V Mehta

Nil

25,13,071

21,20,236

13,15,391

13,07,043

Nil

23,06,130

20,99,814

12,96,676

13,11,085(c) Interest to Unsecured Loans

Mr Rajnikant K Shah

Mr. Abhay R Shah

Mr. Ajay R Shah

Mr. Manoj V Mehta

2,43,042

2,46,803

2,32,375

23,998

7,46,218

3,06,498

3,01,584

2,40,660

24,192

8,72,934TOTAL

Unsecured Loans

Remuneration to Key Management

Personal Payable

50,25,500

2,40,624

74,10,000

2,53,246

Deferred tax liability

Related to Depreciation difference of xed assets

Deferred tax asset

Disallowance and Unabsorbed Business Loss and

Depreciation under the Income Tax 1961

Deferred tax asset (net)

1,78,02,098

(4,43,62,501)

(2,65,60,404)

1,99,08,049

(5,35,16,291)

(3,36,08,242)

61


35. The provisions of the section 135 in respect of corporate social responsibility are not applicable to the

company as the company is not falling under any criteria of the said provisions.

36. CONTINGENT LIABILITIES AND COMMITMENTS

37. Particulars of Specied Bank Notes (SBN's) held and transacted during the period 8th November

2016 to 30th December 201637. Particulars of Specied Bank Notes (SBN's) held and transacted

during the period 8th November 2016 to 30th December 2016

38. Previous year's gures have been regrouped / reclassied wherever necessary to correspond with the

current year's classication / disclosure.


`


`


`


`


`


`

ParticularsParticulars As atst31 March, 2016

`


`

(I) Contingent Liabilities

- Bank Guarantee

(Net of xed deposits and interest accrued thereon of

` 44,80,733/- (previous year ` 41,88,636/-)

-Maharashtra Value Added Tax, Act 2002 for the year 2011-12

- Third party guarantee in favour of customer

(II) Commitments

(a) Estimated amount of contracts remaining to be

executed on capital account and not provided for

- Tangible Assets

- Intangible Assets

(b) Other Commitments

1,31,19,267

-

12,50,000

Nil

Nil

Nil

1,34,11,36

34,04,588

12,50,000

Nil

Nil

Nil

Particulars

Closing Cash on Hand as on 8th November 2016

Transactions between 9th November 2106 to 30th

December 2016

Add: Withdrawals from bank accounts

Add: Permitted Receipts

Less: Permitted Payments

Less: Amount Deposited in Bank

Closing Cash on Hand as on 30th December 2016

Specied

Bank Notes

1,50,000

-

-

-

1,50,000

-

Other Denomi-

nation Notes

58,516

4,38,515

-

4,17,718

-

79,313

Total

2,08,516

4,38,515

-

4,17,718

1,50,000

79,313

In terms of our report attachedFor Soman Uday & Co.Chartered AccountantsICAI Firm Reg No: 110352W

Uday SomanProprietorMembership No: 38870

MumbaiMay 8,2017








MumbaiMay 8,2017

62

nd52 annual report

2016 - 2017

CIN : L24220MH1965PLC013187

Name of the Company : ORGANIC COATINGS LIMITED

Registered address : Unit No. 405, Atlanta Estate Premises Co-op.

Soc. Ltd., Vith Bhatti, Goregaon (East), Mumbai – 400 063.

Name of the member (s) :

Registered address :

E-mail ID :

Folio No./Client ID/DP ID :

ORGANIC COATINGS LIMITED

Registered Ofce:


Vith Bhatti, Goregaon (East),

Mumbai – 400 063.

Email: [email protected]

Website: www.organiccoatingsltd.com

Phone: 022-29276921/29272114

PROXY FORM

Form No. MGT-11

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management

and Administration) Rules, 2014]

I/We, _______________ of ________________________________________being the member(s) of ORGANIC

COATINGS LTD. hereby appoint the following as my/our proxy to attend vote(for me/us) on my/our behalf nd that the 52 Annual General Meeting of the company to be held on Friday, the 29 September, 2017 at 4.00

stp.m. at Banquet Hall, 1 Floor, Hotel Karl Residency, 36, Lallubhai Park Road, Andheri (West), Mumbai

400 058 and at any adjournment thereof in respect of such resolutions as are indicated below:

(1) Name : ____________ Address : _______________________

E-mail ID : ____________ Signature : _______________________ or failing him

(2) Name : ____________ Address : _______________________

E-mail ID : ____________ Signature : _______________________ or failing him

(3) Name : ____________ Address : _______________________

E-mail ID : ____________ Signature : ________________________ or failing him

63

* I/We direct my/our Proxy to vote on the Resolutions in the manner as indicated below:

* This is optional. Please put a tick mark (√) in the appropriate column against the resolutions indicated in the

box. If a member leaves the “For” or “Against” columns blank against any or all the Resolutions, the proxy will

be entitled to vote in the manner he/she thinks appropriate. If a member wishes to abstain from voting on a

particular resolution, he/she should write “Abstain” across the boxes against the Resolution.

Signature (s) of Member(s)

1. ________________________

2. ________________________

3. ________________________

Signed this __________ day of _________ 2017.

Notes:

1. The Proxy to be effective should be deposited at the Registered Ofce of the Company not less than FORTY

EIGHT HOURS before the commencement of the Meeting.

2. A Proxy need not be a member of the Company.

3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be

accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in

which the names stand in the Register of Members.

4. The form of Proxy confers authority to demand or join in demanding a poll.

5. The submission by a member of this form of proxy will not preclude such member from attending in person

and voting at the meeting.

6. In case a member wishes his/her votes to be used differently, he/she should indicate the number of shares

under the columns “For” or “Against” as appropriate.

Srl. No.

1.

2.

3.

4.

Resolution

Ordinary Business

Adoption of audited Financial Statements for the

nancial year ended March 31, 2017 and reports of

the Board of Directors and the Auditors thereon

Re-appointment of Mr. Abhay R. Shah

who retires by rotation

Appointment of M/s. Praneti Yadav & Co.,

Chartered Accountants, as Auditors and xing

their remuneration for the period of ve years.

Special Business

Appointment of Mr. Vinay S. Jog

as an Independent Director of

the Company for a period of 5 years

For Against

revenue

stamp of

1/-

64

nd52 annual report

2016 - 2017

65

nd52 annual report

2016 - 2017

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