omkar speciality chemicals ltd Directors report

TO THE MEMBERS OF

OMKAR SPECIALITY CHEMICALS LIMITED

Your Directors are pleased to present their Sixteenth Annual Report on business and operations of your Company together with Audited Financial Statements for the Financial Year ended on March 31, 2020.

> FINANCIAL HIGHLIGHTS:

		(Rs. in Lakhs)
Particulars	2020-21	2019-20
Total Revenue	4,598.46	5732.53
Total Expenditure	4,687.99	6,863.89
Profit Before Tax & Exceptional Items	(89.52)	(1131.37)
Profit Before Tax	314.94	(1131.37)
Tax Expenses	113.58	332.27
Profit After Tax	201.36	(1463.63)
Balance in Profit & Loss Account brought forward from Previous Year	-	-
Appropriations:	-	-
a) Proposed Dividend	-	-
b) Tax on Dividend	-	-
Transfer to General Reserve	-	-
Surplus carried to the next years account	-	-

> PERFORMANCE REVIEW: o Income

Your Companys performance in the current Financial Year, in terms of Total Income stood at Rs. 4,598.46 Lakhs as compared to Rs. 5732.53 Lakhs in the previous year.

o Profit/Loss Before Tax

Your Companys Profit before Tax for the current year was Rs. (89.52) Lakhs as against Rs. (1131.37) Lakhs in the previous year.

o Profit/Loss After Tax

Your Companys Profit after Tax for the current year was Rs. 201.36 Lakhs as against Rs. (1463.63) Lakhs in the previous year.

A detailed discussion of operations for the year ended March 31, 2021 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

> SHARE CAPITAL:

The movement of Equity Capital is as under:

Particulars	No. of Equity Shares
Equity Capital as on April 1, 2020	2,05,78,004
Increase/ Decrease during the year	NIL
Equity Capital as on March 31, 2021	2,05,78,004

Your Company has only one class of Equity Shares and it has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

> DIVIDEND:

In view of losses incurred by your Company, no dividend has been proposed to be declared in the Financial Year 2020-21.

> IMPACT OF GLOBAL HEALTH PANDEMIC COVID - 19

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. Global solutions are needed to overcome the challenges - businesses & business models have transformed to create a new work order. The swift transition to remote working was facilitated Work from Home model adopted by the Company. The physical and emotional wellbeing of employees continues to be a top priority for the Company.

The Company has taken various initiatives towards financial, medical and community support in the fight against Covid-19 pandemic in association with Badlapur Industries Welfare Association (BIWA). The Companys team has also extended its helping hand to the tribal localities around Badlapur.

> PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS U/S 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations, 2015") are given in the notes to the Financial Statements.

> MATERIAL CHANGES AND COMMITMENT:

Except as disclosed elsewhere in the Report, there have been no material changes in commitments affecting the financial position of the Company between and the End of Financial Year to which this financial statement relates on the date of this Report. There has been no change in the nature of business of the Company.

Consequent upon NPA of our accounts, our lender had auctioned five (5) mortgaged properties and realisation of the proceeds has been adjusted towards unapplied interest. However the Company is in discussion with its Bankers for settlement of the dues (inclusive of interest and other charges, if any) by way of suitable structures which is under discussion and delayed due to current covid - 19 pandemic. Hence the company has reported said realisation of proceeds from auctioned properties under current assets instead of adjusting the same with unapplied interest. The necessary effect of the same will be given after settlement of loans with suitable structures with the lenders.

> INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the Group Risk Management framework and processes that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. The details in respect of internal financial controls and their adequacy are included in the Management Discussion & Analysis, which forms part of this Report.

> SUBSIDIARY COMPANIES:

The Company does not have any Subsidiary Company. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

> CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo is provided in Annexure A, which forms part of this Report.

> DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2021, the Board comprised of 6 (Six) Directors out of which 3 (Three) are Non-Executive Independent Directors and 1 (One) is Non-Executive and Non-Independent Director.

Appointment:

Mr. Suresh Kataria (DIN 01973137) and Mr. Kannan Thevar (DIN 09026705) confirmed his eligibility and willingness to accept the office of Independent Director considering his integrity, expertise and experience effective December 31, 2020 and January 19, 2021 respectively for the period of five years subject to the approval of shareholders at the ensuing AGM. The notice convening the meeting sets out the details of his appointment.

In the opinion of your directors, Mr. Suresh Kataria and Mr. Kannan Thevar have requisite qualification and experience and therefore, your Director recommended that the proposed resolution relating to their re-appointment be passed.

Re-appointment:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Subhash Ambatkar (DIN: 08721741) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Mr. Subhash Ambatkar has confirmed their respective eligibility and willingness to accept the office of the Directors of your Company, if confirmed by the members at the ensuing Annual General Meeting. Items seeking your approval on the above re-appointments are included in the Notice convening Annual General Meeting.

In the opinion of your Directors, Mr. Subhash Ambatkar has requisite qualifications and experience and therefore, your Directors recommend that the proposed resolutions relating to their re-appointment be passed.

Resignation:

There was resignation of Ms.Neha Agrawal , Independent Director of the Company with effect from June 30,2020.

> CHANGES IN KEY MANAGERIAL PERSONNEL:

There were no changes occurred in designated Key Managerial Personnel pursuant to the provisions of Section 203 of the Act during the Financial Year 2020-2021.

> ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Companys website on www.omkarchemicals.com

> DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

> ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

• Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

• Committees of the Board: The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Individual Directors: Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board

• Non-Independent Directors: The performance of each of the non-independent directors (including the Chairperson) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. Various criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication, etc. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

> BOARD MEETINGS HELD DURING THE YEAR:

During the year under review, 6 (Six) meetings of the Board of Directors were held as required under the Companies ,2013 Act and SEBI Listing Regulations, 2015. The details pertaining to the composition, terms of reference, etc. of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the Report on Corporate Governance section forming part of this Annual Report.

> DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(3)(c) and Section 134(5) of the Act, the Board of Directors of Omkar Speciality Chemicals Limited, to the best of their knowledge and ability, in respect of the financial year ended March 31, 2020, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. They had 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 at the end of the Financial Year and of the Profit of the Company for that period;

3. They had taken proper and sufficient care 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;

4. They had prepared the annual accounts on a going concern basis;

5. They had laid-down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

> BOARD COMMITTEES:

The Board of Directors has the following Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

> POLICIES OF THE COMPANY:

Your Company has posted the following documents on its website www.omkarchemicals.com:

1. Nomination & Remuneration Policy	9. Anti-Sexual Harassment Policy
2. Corporate Social Responsibility Policy	10. Board Diversity Policy
3. Environment, Health & Safety Policy	11. Policy on Materiality
4. Risk Management Policy	12. Preservation of Documents Policy
5. Whistle Blower Policy	13. Records & Archives Management Policy
6. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	14. Code of Internal Procedures And Conduct For Regulating, Monitoring And Reporting Of Trading By Insiders
7. Policy for procedure of inquiry in case of leak of unpublished price sensitive information	15. Materiality Policy, pursuant To the SEBI (ICDR) Regulations
8. Policy governing transactions with Related Parties & Material Non-listed Subsidiaries

> NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board of Directors has framed a policy which lays down a framework in relation 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. The details of this policy are explained in the Corporate Governance Report.

> RISK MANAGEMENT POLICY:

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. These procedures have been periodically reviewed to ensure that the executive management controls the risk through properly defined framework.

> WHISTLE BLOWER POLICY:

The Company has devised an effective Vigil Mechanism for stakeholders including Directors, shareholders, employees to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy to freely communicate their concerns about illegal or unethical practices. The policy has been explained in detail in the Corporate Governance Report, which forms a part of this Report.

> FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

The details in respect of familiarization programs for Board members are included in the Corporate Governance, which forms part of this Report.

> CORPORATE SOCIAL RESPONSIBILITY(CSR):

In terms of Section 135 of the Act, every company having Net Worth of Rupees Five Hundred Crore or more, or Turnover of Rupees One Thousand Crore or more or a Net Profit of Rupees Five Crore or more during the previous Year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three (3) or more Directors, out of which at least one Director shall be an Independent Director. All such companies are required to spend at least 2% of the average Net Profits of their three (3) immediately preceding Financial Years on CSR related activities. Accordingly, your Company was not required to spend any amount toward CSR activities on account of losses. The Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The Company also has in place a CSR policy and the same is available on the website of the Company and can be accessed through Web Link: http://www.omkarchemicals.com/Policies/CSR- policy-28-1-16.pdf. The details on CSR have been briefly discussed in Annexure B forming part of the Directors Report.

> DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure to this Report.

> TRANSACTIONS WITH RELATED PARTIES:

Related Party Transactions that were entered into during the Financial Year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the year. The details of transactions with related parties are given for information under notes to the accounts of the Balance Sheet as at March 31, 2020.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companys website and can be accessed through web link: http://www.omkarchemicals.com/Policies/RPT%20%20&%20 Material%20Non-listed%20Subsidiaries.pdf. Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC-2.

> POLICY ON SEXUAL HARASSMENT (POSH) OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted Anti Sexual Harassment Policy, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy is applicable for all employees of the organization, which includes corporate office, branches, depots and manufacturing locations etc. The policy is applicable to non-employees as well i.e. business associates, vendors, trainees etc.

A Complaints Committee has also been set up to redress complaints received on sexual harassment as well as other forms of verbal, physical, written or visual harassment.

During the financial year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

> HUMAN RESOURCE MANAGEMENT

Your Company recognizes its human resources as one of its prime & critical resources. The relations between the Management and the Staff Members remained very cordial throughout the year under review. As on March 31, 2021 the Company had 55 permanent employees at its manufacturing plants and its administrative office. Two (2) employees were employed throughout the year. There was no employee who was employed for the part of financial year 2020-21 and was in receipt of remuneration of Rs. One crore two lakhs per annum and Eight lakhs fifty thousand per month or more. There was no employee who was in receipt of remuneration of the Managing Director or Whole - Time Director. Disclosure pertaining to the remuneration and other details as required under section 197(12) of the Act, and the Rules framed thereunder is enclosed as Annexure C to the Boards report.

> INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from employees.

> MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, detailed review of operations, performance and future outlook of the Company is covered under a separate Annexure to this report as Managements Discussion & Analysis.

> REPORT ON CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance, pursuant to the requirements of SEBI Listing Regulations forms part of the Annual Report. A Certificate from the Auditors of the Company, M/s Desai Saksena & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V (E) of SEBI Listing Regulations, also forms part of the Annual Report.

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, 2015, is not applicable to your Company for the Financial Year ending March 31, 2020.

> REGULATORY APPROVALS:

The relevant regulations and policies as prescribed by the Government of India and other regulatory bodies have been duly complied by your Company.

Our manufacturing facilities are monitored and approved by various regulatory authorities. Periodically, the FDA, MPCB, Department of Explosives etc. conducts routine audits of all approved facilities.

> AUDITORS AND AUDITORS REPORT:

• Statutory Auditors:

At the Annual General Meeting held on December 20, 2020, M/s PSV Jain & Associates, Chartered Accountants, Thane were appointed Statutory Auditor of the Company to hold the office till the conclusion of 20th Annual General Meeting to be held in the calendar year 2025. They have confirmed that they have not disqualified from continuing as Auditor of the Company.

Further, in terms of Regulations 33(1) (d) of the SEBI Listing Regulations, 2015, the Statutory Auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountant of India (ICAI). M/S PSV Jain & Associates have confirmed that they hold a valid certificate issued by ‘Peer Review Board of ICAI.

The Report given by M/s. Desai Saksena & Associates, Statutory Auditors on the financial statement of the Company for the Financial Year ended on March 31, 2021 is part of the Annual Report.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

• Cost Auditors:

The maintenance of cost records and cost audit is applicable to the company and company has complied with the same. As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s N. Ritesh & Associates, Cost Accountants, Mumbai (Firm Reg. No.: 100675) as the Cost Auditor to audit the cost records of the Company for Financial Year 2020-21.

The Company is seeking the ratification of the Shareholders for the appointment of M/s N. Ritesh & Associates, Cost Auditors, Mumbai (Firm Regn. No.: 100675) as the Cost Accountant of the Company for the Financial Year ending March 31, 2021.

• Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Nilesh A. Pradhan & Co., LLP, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2020. The Secretarial Audit Report for the Financial Year ended March 31, 2021 has been annexed to this Report as Annexure D and forms an integral part of this Report.

In connection with the auditors observations in the Secretarial Audit Report it is clarified that:

Observation 1 to 4: Your Company has noted the same for proper compliance.

> FRAUD REPORTING:

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

> STATUTORY DISCLOSURES:

There were no transactions/events with respect to the following items during the financial year under review and accordingly no disclosure or reporting is required with respect to the same:

• Deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014;

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries;

• Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future;

• Buyback of shares;

• Material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report unless otherwise stated in the report.

The details pertaining to the composition of various committees of the Board including the Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee and the details of establishment of Vigil Mechanism are included in the Corporate Governance Report, which is a part of this report.

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by ICSI.

> ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to Companys esteemed clients, vendors, investors, business associates and bankers for their continuous support to the Company.

The Directors also thank the Central & State Governments, Governments of various countries, Customs & Excise Departments, Ministry of Commerce, Ministry of Finance, Ministry of External Affairs, Ministry of Corporate Affairs, Maharashtra Industrial Development Corporation and other Government Agencies for their positive support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the contribution made by the employees at all levels but for those hard work, and support, your Companys achievements would not have been possible.

	For and On behalf of the Board
	For Omkar Speciality Chemicals Limited
	Sd/-
	Pravin S. Herlekar
Date: August 14, 2021	Chairman & Managing Director
Place: Badlapur	(DIN: 00525610)