Directors Report of Organic Coatings Ltd.

Mar 31, 2015

TO THE MEMBERS OF ORGANIC COATINGS LIMITED

The directors are pleased to present the 50th Annual Report and the Company's Audited Financial Statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2015 is summarized below:

(In Lacs)

2014-15 2013-14

Profit before Interest, Depreciation, Tax 220.52 1043.58 (Previous year includes Exceptional item on Profit of Rs. 1200.51 Lacs for sale of land and building of Thane Unit)

Less: Finance Cost 194.21 256.46

26.31 787.12

Less: Depreciation 140.76 162.57

(Loss)/Profit for the year before tax (114.45) 624.55

Less/(Add): Exceptional Items - 207.62

(114.45) 416.93

Excess Depreciation of earlier years written back (2.11) (2.43)

Loss/Profit after Exceptional Items & before tax (112.34) 419.36

Less: Provision for current taxation (net) 0.00 0.01

Less: Prior year's Income Tax 0.06 0.07

(Loss) / Profit after tax (112.40) 419.28

RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

* Revenue from operations (net) increased by 9.1% to Rs. 4557.18 Lacs from Rs. 4176.99 Lacs in the previous year.

* PBDIT decreased by 78.89% to Rs. 220.52 Lacs for the year ended 31st March, 2015 compared to previous year Rs. 1043.58 Lacs (after considering the exceptional items for sale of assets and land at Thane in the previous year).

* PBDIT increased by 240.52% to Rs. 220.52 Lacs for the year ended 31st March, 2015 compared to loss of Rs. 156.93 Lacs in the previous year (before considering exceptional items for sale of assets and land at Thane in the previous year).

* Net Profit declined by 126.81% due to Loss of Rs. 112.40 Lacs for the year ended 31st March, 2015 compared to profit of Rs. 419.28 Lacs in the previous year.

The financial year 2014-15 was the first year of the full operations at Baroda after disposal of Thane Unit.

There are no material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company except that the Company has entered into 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 In the opinion of the management, this should have positive have impact on the performance of the Company from the financial year 2015-16 onwards.

DIVIDEND ANDTRANSFERTO RESERVE

In view of the loss the Directors are unable to recommend any dividend and no amount is transferred to Reserves & Surplus forthe financial year 2014-15.

MANAGEMENT DISCUSSION AND ANALYS IS STATEMENT AND CORPORATE GOVERNANCE REPORT

The statement on Management Discussion and Analysis and report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is provided in Annexure I.

A certificate of the auditors of the Company, Soman Uday & Co., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS'RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts forthe year ended March 31,2015, 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) the Directors 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 31,2015 and of the loss of the Company for the year ended on that date;

c) proper and sufficient 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 financial controls laid down by the Directors were followed by the Company and that Such internal financial 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 were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties wherein 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 31 to the financial statement which sets out related party disclosures.

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.

RISKMANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework (b) Overseeing that all the risks that the organization faces such as strategic financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable in addressing those risks. Risk Management Policy was reviewed and approved by the Committee. The Company manages, control, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

INTERNAL FINANCIAL CONTROLS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the Company Mr. Ajay R. Shah retires by rotation and being eligible offer himself for re-appointment at the ensuing annual general meeting.

The special resolution for appointment of Mr. Sudhir Sathe 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 the Companies Act, 2013 and revised Clause 49 of the Listing Agreement as notified by the Securities & Exchange Board of India.

During the year under review the members approved the re-appointments of the following key managerial personnel viz. Mr. Rajnikant Kodarlal Shah as Vice Chairman & Managing Director, Mr. Abhay R. Shah, Joint Managing Director, Mr. Manoj V. Mehta, Whole Time Director and Mr. Ajay R. Shah as Whole Time Director of the Company and Mr. Sudhir Sathe, Mr. Vinay Jog and Ms. Ashwini Lad were appointed as an Independent Directors who are not liable to retire by rotation.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement of BombayStock Exchange Limited.

The Company has devised a policy for performance in relation of 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 put in place.

REMUNERATION AND NOMINATION POLICY

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 specific rules.The details of this policy is explained in the Corporate Governance Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Soman Uday & Co, Chartered Accountants, Statutory Auditors of the Company hold the office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Soman Uday & Co. to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

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

Secretarial Auditor

The Board has appointed D.Kothari & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year ended 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Directors viz. Mr. Vinay Jog, Chairman, Mr. Sudhir Sathe and Ms. Ashwini Lad as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also includes Whistle Blower Policy in terms of the Listing Agreement, includes an ethics and compliance task force comprising senior executives of the Company. Protected disclosures can be made by Whistle Blowerthrough an email or letter to the Chairman of the Audit Committee. No person has been denied access to the Audit Committee.

Meetings of the Board

Six meetings of the Board of Directors were held during the year. Forfurther details, please refer to report on Corporate Governance attached to this Annual Report.

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.

Conservation of Energy, technology absorption and foreign exchange earning 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.

Extract of Annual Return

Extract of Annual Return ofthe Company is annexed herewith as Annexu re IVto this report.

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.

General

Your Directors take that no disclosure or reporting required in respect ofthe 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 ofthe 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 significant 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 filed pursuant to the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

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 ofthe Company.

On behalf of the Board of Directors

R. K. Shah (Vice Chairman & Managing Director) (DIN 00011746)

Place : Mumbai

Date : June 22,2015 Abhay R.Shah (Joint Managing Director) (DIN00016497)

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Mar 31, 2013

TO THE MEMBERS OF ORGANIC COATINGS LIMITED

The directors have pleasure in presenting their annual report together with audited statement of accounts of the Company for the year ended 31st March, 2013.

1) Financial Results (Rs. In Lacs)

2012 - 13 2011 - 12

(Loss)/Profit before Interest, Depreciation & Tax (83.88) (188.22)

Less: Finance Cost 386.31 384.55

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(470.19) (572.77)

Less: Depreciation 184.56 185.47

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(Loss)/Profit for the year before tax (654.75) (758.24)

Less/(Add): Excess Deprecition of Earlier years Written Back (24.88) -

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(Loss)/Profit after Extra Ordinary Items & before tax (629.87) (758.24)

Less: Provision for taxation

Deferred - (110.40)

Less: Prior year''s Income Tax (0.52) (1.61)

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(Los/ Profit after tax (629.35) (646.23)

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The accumulated losses of the Company at the end of financial year 31st March, 2013 have resulted in erosion of more than fifty percent of its peak net worth during the immediately preceding four financial years. While the Company is taking necessary steps to protect further erosion, the Company will report to the Board for Industrial and Financial Reconstruction about such erosion of networth as envisaged under Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985 forthwith upon finalization of the duly audited accounts of the Company for the financial year ended 31st March, 2013. Shareholders are also requested to take note of this erosion and consider the same at the Extraordinary General Meeting of the members being convened for the purpose.

2) Dividend

In view of the loss for the year ended 31st March, 2013, the Directors are unable to recommend any dividend for the year under report.

3) Operations

During the year under report, your Company achieved a net turnover of (Rs.)4524.30 Lacs as compared to (Rs.)6121.27 Lacs in the previous year resulting in decrease of about 26.09%. The operations of the company has resulted into loss of (Rs.)83.88 Lacs before finance cost, depreciation and taxation for the year under review as against the loss of (Rs.)188.22 Lacs in the previous year. The net loss for the year after finance cost, depreciation and taxation was (Rs.)629.35 Lacs as against loss of (Rs.)646.23 Lacs in the previous year. The Company is exploring the possibility of identifying the customer''s of international repute for exporting Company''s product in bulk which would result into positive growth both in terms of turnover and profit during the current year on materialization of the export orders.

4) Sale of Land & Building at Thane

The Company has presently two manufacturing units one located at S.V.Road, Ghodbunder Village, Post Mira, Dist. Thane – 401 104 and another located at Block No. 395, 437, 450, Village Umraya, Taluka Padra, Vadodara – 391 440 both carrying on manufacturing of printing inks of various types used in printing industry. The unit located at S.V.Road, Ghodbunder Village, Post Mira, Dist. Thane – 401 104 was set up way back in the year 1965 having installed capacity of manufacturing 300 MT/month of Printing Inks. Over the period of last 47 years the Plant & Machineries installed at Thane Unit has become very old and has become technologically obsolete requiring excessive manpower besides involving payment of Octroi on all the inputs resulting into economically unviable.

As the members are aware the Company has set up another manufacturing unit and commenced the production in July 2011 for printing inks at Block No. 395, 437, 450, Village Umraya, Taluka Padra, Vadodara – 391 440 with latest semi-automated Plant & Machinery having installed capacity of 800 MT/month for manufacturing printing inks, which results into saving in manpower cost, electricity cost, low wastage and zero octroi. This would have contributed towards profitability of the Company as estimated at the time of setting up the said manufacturing unit at Vadodara. However, the demand for the printing ink manufactured by the Company did not grow correspondingly as expected to absorb the productive capacity set up in both the units put together resulting in huge losses in the last couple of years and working of the Company has suffered quite substantially.

The Board of Directors has therefore decided to discontinue the operation at Thane unit and sale/dispose off the Land & Building etc. as per the Ordinary Resolution proposed to be passed by Postal Ballot sent to all the shareholders. The Company has entered Memorandum of Understanding for sale of the aforesaid Land & Building for a consideration of (Rs.)15.50 Crores. The Plant & Machineries, other Office Equipments which can be installed and used at the new manufacturing unit at Vadodara will be shifted and installed therein. The old Plant & Machineries which have become obsolete/unusable will be disposed off at the best possible consideration as may be agreed by the Board. The aforesaid new manufacturing unit at Vadodara will cater to all the existing customers of the Company and meet their demand.

The money realized from sale/disposal of the Thane unit will be utilized for the purpose of reduction of significant amount of cash credit facilities availed from the Bank by the Company and thereby reduce the cost of interest. With this the Company expects to improve its bottomline and come out of the red within a short span.

5) Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

I) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the loss for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for year ended 31st March, 2013, have been prepared on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 29th May, 2013.

6) Directors

Mr. Ajay R. Shah and Mr. Manoj V. Mehta retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

7) Corporate Governance Report and Management Discussion and Analysis Statement

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Soman Uday & Co., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

8) Fixed Deposits

The Company has not accepted any deposits from the public during the year.

9) Industrial Relations

The Company is happy to have extremely cordial industrial relations with the workers and the staff.

10) Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure ''A'' forming part of this report.

11) Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12) Auditors

M/s. Soman Uday & Co, Chartered Accountants retire as Auditors at the forthcoming annual general meeting and being eligible offer themselves for re-appointment. The members are requested to consider reappointing them as Auditors and to fix their remuneration.

12) Cost Auditors

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules 2011 vide its Notification No. GSR430(E) dated 03/06/2011. These rules make it mandatory for certain industries to appoint Cost Auditor within 90 days of the commencement of the financial year. In compliance thereof board of directors has appointed M/s. Divyesh Vagadiya & Associates as a Cost Auditor for auditing Company''s Cost Accounts for the year ending 31st March, 2014.

13) Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, Bank of Maharashtra, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, staff and workers.



On behalf of the Board of Directors

(R. K. Shah)

Vice Chairman & Managing Director

Place : Mumbai

Date : 29th May, 2013

(Abhay R. Shah)

Joint Managing Director

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Mar 31, 2012

TO THE MEMBERS OF ORGANIC COATINGS LIMITED

The directors have pleasure in presenting their annual report together with audited statement of accounts of the Company for the year ended 31st March, 2012.

1) Financial Results

(Rs. In Lacs)

2011-12 2010-11 (Loss) Profit before finance cost, depreciation and tax (188.22) 319.55

Less: Finance cost 384.55 230.55

(Loss) Profit before depreciation and tax (572.77) 89.00

Less: Depreciation 185.47 124.25

(Loss)/Profit for the year before tax (758.24) (35.25)

Less: Provision for taxation

Deferred (110.40) (13.74)

Add / (Less): Prior year's Income Tax (1.61) 0.98

(Loss) / Profit after tax (646.23) (22.49)

2) Dividend

In view of the loss for the year ended 31st March, 2012, the Directors do not recommend any dividend for the year under report.

3) Presentation of financial results

Pursuant to Notification dated 28th February, 2011 issued by the Ministry of Corporate Affairs, the format for disclosure of financial statement prescribed under Schedule VI to the Companies Act, 1956 has been substantially revised. The financial results of the Company for the year ended 31 st March, 2012 have therefore been disclosed as per the revised Schedule VI. Previous year's figures also been restated to conform with the current year's presentation.

4) Extension of time for holding Annual General Meeting

In terms of Section 166 read with Section 210 of the Companies Act, 1956 the Ministry of Corporate Affairs, Department of Company Affairs, Office of the Registrar of Companies, Maharashtra, Mumbai has granted extension of time for holding Annual General Meeting for three months.

5) Operations

During the year under report, your Company achieved a net turnover of Rs. 6121.27 Lacs as compared to Rs. 6442.68 Lacs in the previous year resulting in decrease of about 5%. The operations of the company has resulted into loss of Rs.188.22 before finance cost, depreciation and taxation for the year under review as against the profit of Rs. 319.55 Lacs in the previous year. The net loss for the year after finance cost, depreciation and taxation was Rs. 646.23 Lacs as against loss of Rs. 22.49 Lacs in the previous year.

As reported in the last year the Company has commenced the commercial production at its Vadodara Plant in July 2011. The said plant is semi-automated which results into saving in manpower cost, electricity cost, low wastage and zero octroi. This would have contributed towards profitability of the Company during the last financial year. However, the demand for the printing ink manufactured by the Company did not grow correspondingly as expected resulting into under utilization of Company's productive capacity. This coupled with increased burden of interest on additional borrowings taken for Vadodara Plant has resulted into above mentioned loss.

The Company is exploring the possibility of identifying the customer's of international repute for exporting Company's product in bulk which would result into positive growth both in terms of turnover and profit during the current year on materialization of the export orders.

6) Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the loss for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for year ended 31st March, 2012, have been prepared on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 10th October, 2012.

7) Directors

Mr. Sudhir A. Sathe and Mr. Abhay R. Shah retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

Justice S. C. Pratap and Mr. Vilas K. Shah have resigned as Directors and Independent Directors of the Company effective from 30th March, 2012 and 25th August, 2012 respectively and the Directors have placed on record the appreciation of the services rendered by them during their association with the Company.

Mr. Vimal Mehra has resigned as a Directors Managing Director of the Company w.e.f. 30th September, 2012 and the Board of Directors has accepted the same.

Mr. Vinay S. Jog has been appointed as an Independent Director of the Company w.e.f. 15th May, 2012 to fill the casual vacancy caused by the resignation of Justice S.C. Pratap, Independent Director of the Company.

8) Corporate Governance Report and Management Discussion and Analysis Statement

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Soman Uday & Co., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

9) Fixed Deposits

The Company has not accepted any deposits from the public during the year.

10) Industrial Relations

The Company is happy to have extremely cordial industrial relations with the workers and the staff.

11) Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information as required under Section 217(1 )(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure 'A' forming part of this report.

12) Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13) Auditors

M/s. Soman Uday & Co, Chartered Accountants retire as Auditors at the forthcoming annual general meeting and being eligible offer themselves for re-appointment. The members are requested to consider reappointing them as Auditors and to fix their remuneration.

14) Cost Auditors

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules 2011 vide its Notification No. GSR430(E) dated 03/06/2011. These rules make it mandatory for certain industries to appoint Cost Auditor within 90 days of the commencement of the financial year. In compliance thereof board of directors has appointed M/s. U.R.Bagade & Co. as a Cost Auditor for auditing Company's Cost Accounts for the year ended 31st March, 2012.

15) Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, Bank of Maharashtra, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, staff and workers.

Mumbai For Soman Uday & Co.

Chartered Accountants

August 25th 2012 FirmRegn. No. 110352W

Uday Soman

Proprietor Membership No. 38870

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Mar 31, 2011

TO THE MEMBERS OF ORGANIC COATINGS LIMITED

The directors have pleasure in presenting their annual report together with audited statement of accounts of the Company for the year ended 31 st March, 2011.

1) Financial Results

(Rs. In Lacs)

2010-11 2009-10

Profit before Depreciation and Tax 89.00 206.70

Less: Depreciation 124.25 113.65

(Loss) /Profit for the year before tax (35.25) 93.05 Less: Provision for taxation

Current - 15.00

Deferred 13.74 15.98

(Loss) / Profit after adjustment (21.51> 62.07

Add / (Less): Prior year's Income Tax (0.98) (6.50)

(Loss) / Profit after tax (22.49) 55.57

Previous Year's balance b/f 137.68 124.25

Amount available for appropriation 115.19 179.82

Transfer to General Reserve - 1.75

Proposed Dividend - 34.52

Corporate Dividend Tax - 5.87

Balance carried forward 115.19 137.68

2) Dividend

In view of the loss for the year ended 31 st March, 2011, the Directors do not recommend any dividend for the year under report.

3) Operations

During the year under report, your Company achieved a net turnover of Rs. 6365.53 Lacs as compared to Rs. 4546.95 Lacs in the previous year registering an increase of about 40%. The operating profit before depreciation and taxation for the year under review has gone down to Rs. 89.00 Lacs as against Rs. 206.70 Lacs in the previous year, decrease of over 56% arising out of increase in cost of all inputs. Inspite of two price increases taken during the fiscal year 2010-11 (5% in June, 2010 and 10% in December, 2010) the company could not recover the total cost increase in the raw material prices. Due to competition there was no further scope to correct the situation. However, effective from 1 st July, 2011 your company is once again going in for a steep price increase of 7% to 10% as well as internal corrections are being done to control cost at all levels.

The following were the salient features for the year:

a) The Bank Note Press successfully used our Plasto Coat for enhancing the life of the currency in commercial production and your company made two supplies to them valuing around Rs. 80 Lacs.

b) An exclusive distributor was appointed to penetrate and increase your company's businesses in Nepal, Bhutan and North Eastern States. It was a successful venture which resulted in additional business of Rs. 1 Crore a year.

c) To increase the penetration of your Company in Saudi Arabia your company has transferred its Sales Manager - North to Saudi Arabia on an employee basis with the company's distributor to expand its businesses. Inquiries from Egypt and other neighbouring countries are in the pipeline and expect to result in business in this financial year.

d) Since the US economy is showing signs of recovery, your company has re-entered US this year and the company's products have performed to their satisfaction. Your company expect good volume business from US this year.

The year also saw your company becoming a major supplier to large regional newspapers like Sakal, Lokmat, Nai Duniya and Matrubhumi.

As of today Times of India has also approved your company's products and commercial supplies are likely to start in next few weeks.

4) Expansion

Your company is pleased to inform of the Baroda Plant going Mo commercial production from July 2011. Since this plant is semi-automated your company expects huge savings in manpower cost, electricity cost, low wastages and zero octroi, which in turn will contribute towards profitability of the company.

The company is still awaiting the clearance from the Pollution Board to start manufacturing pigments /flushes at this unit which is part of your company's backward integration plan.

5) Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31 st March, 2011, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 st March, 2011 and of the loss for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for year ended 31 st March, 2011, have been prepared on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 20th June, 2011.

6) Directors

Mr. Manoj V. Mehta, Justice S.C.Pratap and Mr. Vilas K. Shah retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting.

Mr. Dhaval Nanavati has resigned as a Director and Executive Director of the Company and the Directors have placed on record the appreciation of the services rendered by him during his association with the Company.

7) Corporate Governance Report and Management Discussion and Analysis Statement

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Soman Uday & Co., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

8) Fixed Deposits

The Company has not accepted any deposits from the public during the year.

9) Industrial Relations

The Company is happy to have extremely cordial industrial relations with the workers and the staff.

10) Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information as required under Section 217(1 )(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure A' forming part of this report.

11) Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12) Auditors

M/s. Soman Uday & Co, Chartered Accountants retire as Auditors at the forthcoming annual general meeting and being eligible offer themselves for re-appointment. The members are requested to consider reappointing them as Auditors and to fix their remuneration.

13) Social responsibility

100% Biodegradable Green Ink has been developed to help reduce emission of volatile content into atmosphere and the same was launched in the market during the year under report.

14) Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, Bank of Maharashtra and other bankers, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, staff and workers.

On behalf of the Board of Directors R. K. Shah

Vice Chairman & Managing Director Place : Mumbai Abhay R. Shah

Date : June 20, 2011 Joint Managing Director

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Mar 31, 2010

The directors have pleasure in presenting their annual report together with audited statement of accounts of the Company for the year ended 31st March, 2010.

1) Financial Results

(Rs. In Lacs)

2009-10 2008-09

Profit before Depreciation and Tax 206.69 161.24

Less: Depreciation 113.65 95.29

Profit for the year before tax 93.04 65.95

Less : Provision for Taxation

Current 15.00 6.25

Deferred 15.97 21.56

Fringe Benefit Tax - 5.20

Profit after adjustment 62.07 32.94

Less: Prior years Income Tax 6.50 -

Profit after tax 55.57 32.94

Previous Years balance b/f 124.25 91.31

Amount available for appropriation 179.82 124.25

Transfer to General Reserve 1.75 -

Proposed Dividend 4.52 -

Corporate Dividend Tax 5.87 -

Balance carried forward 137.68 124.25



2) Dividend

Your Directors are pleased to recommend subject to your approval a dividend aggregating to Rs. 34,52,380 on a total paid-up capital of the company, which is equivalent to Re. 0.50 per equity share (5%) on 69,04,760 Equity Shares of the face value of Rs. 10/- each.

3) Operations

During the year under report, the Company achieved a net turnover of Rs. 4546.95 Lacs as compared to Rs. 3720.32 Lacs in the previous year registering an increase of about 22.22%. The operating profit before depreciation and taxation for the year under review has gone up to Rs. 206.69 Lacs as against Rs. 161.24 Lacs in the previous year, an increase of about 33.94%. The following were the achievements for the year:

1) Expanding business of Bank Note Press in India.

2) Strengthening distribution network in neighbouring countries like Nepal, Bhutan and Sri Lanka.

3) Expanding export to new countries like Saudi Arabia, Egypt and South East Asia.

4) Focus on large distribution houses in India and to convert them in promoting our products.

5) Penetration in rural and semi rural areas of U.P., Bihar and North Eastern states.

4) Issue and allotment of equity shares to share warrant holders

In terms of the approval of the shareholders of the Company granted pursuant to Section 81(1A) of the Companies Act, 1956 and guidelines for Preferential Issues contained in the SEBI (Disclosure and Investor Protection) Guidelines, 2000 at an Extra Ordinary General Meeting held on 10lh November, 2008, the Board of Directors of the Company has allotted 10,00,000 Equity Shares of the face value of Rs. 10/- each at a price of Rs. 14/- per share aggregating to Rs. 140.00 Lacs on exercising rights by the share warrant holders to apply for equity shares of the company for the each warrant on payment of balance price of 90% of the issued price in two trenches as under:

Date of allotment No. of Equity Price in Rs. Total amount

Shares allotted

(Rs.)

27/01/2010 2,30,160 14.00 32,22,240.00

11/05/2010 7,69,840 14.00 1,07,77,760.00

Total 10,00,000 1,40,00,000.00

5) Expansion

Due to the increased demand for companys products, we expanded our capacity by adding a state of the art Cobra Mill from Buhler, Switzerland at a total cost of Rs. 2.10 Crore. Due to this addition it is expected that capacity will increase by 200 Tons per month of Black Ink. To meet the growing demand of Color Inks, the company has further invested into buying a Land & Building in Padra, Baroda. This property was purchased in the month of November 2009 and when ready will give us additional capacity of 500-600 Tons per month. The company will use this plant for backward integration to make pigments, flushes and inks. The total cost of this project is estimated at about Rs. 10 Crores.

6) Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed; ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31s March 2010 and of the profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for year ended 31st March, 2010, have been prepared on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 19lh May, 2010.

7) Directors

Mr. Abhay R. Shah, Mr. Ajay R. Shah and Mr. Vimal C. Mehra retire by rotation and being eligible offer themselves for reappointment at the ensuing annual general meeting.

Mr. Avinash Mehendale and Mr. Vikram Trivedi resigned as Independent Directors of the company effective from 09/02/2010. They also ceased to be members of the Audit Committee, Shareholders Committee and Remuneration Committee on their resignation as Directors of the Company. The Directors have placed on record the appreciation of the services rendered by them during their long association with the company.

Mr. Sudhir Sathe has been appointed as an Independent Director of the company effective from 17m February, 2010 to fill the casual vacancy caused by the resignation of Mr. Avinash Mehendale.

The Board of Directors has proposed special resolutions authorizing the Board to determine the salaries of the Managing Directors, Joint Managing Director, Executive Director, Wholetime Directors upto an amount of Rs. 2,50,000/- p.m. plus other benefits as laid down in the proposed resolutions. The Board of Directors recommends the aforesaid special resolutions.

8) Corporate Governance Report and Management Discussion and Analysis Statement

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Soman Uday & Co., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

9) Fixed Deposits

The Company has not accepted any deposits from the public during the year.

10) Industrial Relations

The Company is happy to have extremely cordial industrial relations with the workers and the staff.

11) Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure A forming part of this report.

12) Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13) Auditors

M/s. Soman Uday & Co, Chartered Accountants retire as Auditors at the forthcoming annual general meeting and being eligible offer themselves for re-appointment. The members are requested to consider reappointing them as Auditors and to fix their remuneration.

14) Social responsibility

Water harvesting plant is being installed by making investment of Rs. 8 Lacs at our factory at Ghodbunder, Post Mira, Dist. Thane. This would help in saving the scarce resource like water.

100% Biodegradable Green Ink has been developed to help reduce emission of volatile content into atmosphere.

15) Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, Bank of Maharashtra and other bankers, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, staff and workers.

On behalf of the Board of Directors

Managing Director

Place: Mumbai

Date : August 12, 2010

Joint Managing Director