DIRECTORS' REPORT

TO

THE MEMBERS

OMKAR SPECIALITY CHEMICALS LIMITED

Your Directors have pleasure in presenting their Tenth Annual Report and Audited Financial Statements for the Financial Year ended on 31st March, 2015. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

PERFORMANCE REVIEW:

During the year under review, the Company has reported a healthy increase in the consolidated net profit by 79.06% to Rs. 2,428.09 lacs, as compared to Rs. 1,356.06 lacs in the previous year. The total consolidated income for current financial year stood at Rs. 26,513.37 lacs as compare to Rs. 24,027.98 lacs in the previous year, recording a rise of 10.35%.

On the standalone basis, the Company's performance in the current financial year, in terms of total income stood at 19,331.31 lacs as compare to Rs. 20,962.11 lacs in the previous year. Despite of slight downfall in the topline, the net profit recorded during the current financial year on standalone basis is Rs. 1,793.46 lacs as compare to Rs. 1,460.22 lacs in the previous year reporting a rise of 23%.

SHARE CAPITAL:

During the Financial Year 2014-15, pursuant to the provisions of the Companies Act, 1956, Companies Act, 2013, based on the approval granted by the shareholders of the Company, The BSE and National Stock Exchange of India Limited (Stock Exchanges) and as per the relevant provisions of the Memorandum and Articles of Association of the Company, the Board of Directors at their meeting held on 30th August, 2014, approved, issued and allotted 9,50,000 equity shares of Rs. 10/- each at a premium of Rs. 140/- per share towards conversion of warrants issued and subscribed by the Promoters and Promoter Group of the Company. Consequently, the paid up capital of the Company was increased from 1,96,28,004 equity shares of Rs. 10/- each amounting to Rs. 19,62,80,040/- to 2,05,78,004 equity shares of Rs. 10/- each amounting to Rs. 20,57,80,040/-.

The Authorised Capital of the Company was increased from 2,50,00,000 equity shares of Rs. 10/- each amounting to Rs. 25 cr. to 3,50,00,000 equity shares of Rs. 10/- each amounting to Rs. 35 cr. pursuant to the approval of members granted by Postal Ballot vide results of the Postal Ballot declared on 24th December, 2014.

DIVIDEND:

Based on the Company's performance, the Directors are pleased to recommend for the approval of members a dividend of Rs. 1.50 per share (previous year Rs. 1.50 per share) on the capital of 2,05,78,004 Equity Shares of Rs. 10/- each. The dividend on equity shares as recommended above, if approved by the members would involve cash outflow of Rs. 361.13 lacs including dividend distribution tax of Rs. 52.46 lacs [Previous years Rs. 344.46 lacs including dividend distribution tax of Rs. 50.04 lacs].

TRANSFER TO RESERVES:

Your Company proposes to transfer Rs. 150 Lakhs to General Reserve out of the amount available for appropriations and an amount of Rs. 6,035.61 Lakhs is proposed to be retained in the Profit and Loss A/c.

UNPAID DIVIDEND:

Those Members, who have not yet encashed their Dividend Warrants for the financial year ended 31st March, 2011, 31st March, 2012, 31st March, 2013 and 31st March, 2014 may approach the M/s Bigshare Services Private Limited, Registrar and Share Transfer Agents of the Company / the Company for completion of necessary formalities to claim the dividend.

DEPOSIT FROM PUBLIC:

Your Company did not invite or accept deposits from the public during the year under review. FINANCIAL STATEMENTS:

The Financial Statements have been prepared as per the Schedule III of the Companies Act, 2013 as notified by the Ministry of Corporate Affairs. Accordingly, the previous year's figures have also been regrouped/ restated wherever necessary to conform to the classification of the current year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORpTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8, sub-rule (3) of Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo is provided in Annexure A and forms an integral part of the Directors' Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as per Section 92 of Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, is included in this report as Annexure B and forms an integral part of the Directors' Report.

SUBSIDIARY COMPANIES:

A detailed discussion on the subsidiaries namely, Lasa Laboratory Private Limited, Urdhwa Chemicals Company Private Limited, Rishichem Research Limited and Desh Chemicals Private Limited, have been dealt in the Management Discussion and Analysis (MD & A) section of Annual Report.

The Consolidated Audited Annual Financial Statements are prepared as per Section 129(3) read with Schedule III of the Companies Act, 2013, Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India as notified by the Ministry of Corporate Affairs and Clause 32 of the Listing Agreement.

As per Section 129(3) of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC 1, is provided in Annexure C and forms an integral part of the Directors' Report.

Based on the Consolidated Audited Annual Financial Results of the Company for the Financial Year ended on 31st March, 2015, M/s Lasa Laboratory Private Limited, wholly owned subsidiary of the Company has become the material non-listed Indian subsidiary company.

The Company has formulated the Policy for dealing with the Material Non-Listed Subsidiary Company and uploaded the same on the website of the Company (Weblink: <http://www.omkarchemicals.com/Policies/RPT%20&%20Subsidiary%20Policy.pdf>)

The Board of Directors in their meeting held on 2nd February, 2015, granted in-principle approval for the formation of an overseas wholly owned subsidiary company, with warehouse facility, for catering to the overseas market and embark upon the growing exports.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the current year, the Directors have constituted the CSR Committee and adopted the Corporate Social Responsibility Policy. The policy is displayed on Company's Web site (Weblink: <http://www.omkarchemicals.com/Policies/CSR-Policy> OSCL. pdf). The details on CSR have been briefly discussed in Annexure D and forms an integral part of the Directors' Report.

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming a part of the Director's Report for the year ended 31st March, 2015 is given in a separate Annexure E to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by Clause 49 of the Listing Agreement with Stock Exchange(s), a Management Discussion & Analysis Report forms part of the Annual Report.

HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS:

A detailed discussion on Human Resource Management and Industrial Relations has been dealt in Management Discussion and Analysis (MD & A) report.

REPORT ON CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report. A Certificate from the Auditors of the Company, M/s J.P.J Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report.

REGULATORY APPROVALS:

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

DIRECTORS (APPOINTMENT & RESIGNATION MADE DURING THE YEAR):

Pursuant to the provisions of Section 149 of the Companies Act, 2013 which came into effect from 1st April, 2014, Mr. Amit A. Pandit (DIN 02437092), Prof. (Dr.) Suhas M. Rane (DIN 03126514), Dr. Vikas N. Telvekar (DIN 03123785) and Mr. Subhash P. Mali (DIN 00034769) were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2014.

A) RE-APPOINTMENT

(1) In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Anjali P. Herlekar (DIN 00527420), Non-Executive, Promoter and Woman Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends re-appointment of Mrs. Anjali P. Herlekar (DIN 00527420) as Non-Executive, Promoter and Woman Director of the Company in the ensuing Annual General Meeting of the Company.

(2) The Board of Directors at their meeting held on 2nd February, 2015 has re-appointed (Subject to the approval of Members in the general meeting), Mr. Pravin S. Herlekar (DIN 00525610) as a Chairman and Managing Director of the Company for a further period of five years commencing from 1st April, 2015 till 31st March, 2020 pursuant to the provisions of Section 196, 197 and such other provisions read with Schedule V of the Companies Act, 2013. The terms of his appointment are given in the explanatory statement to the Notice of Annual General Meeting. The Board recommends re-appointment of Mr. Pravin S. Herlekar (DIN 00525610) as Chairman and Managing Director of the Company, in the ensuing Annual General Meeting of the Company.

(3) The Board of Directors at their meeting held on 2nd February, 2015 has re-appointed (Subject to the approval of Members in the general meeting), Mr. Omkar P. Herlekar (DIN 01587154) as a Whole Time Director of the Company for a further period of five years commencing from 1st April, 2015 till 31st March, 2020 pursuant to the provisions of Section 196, 197 and such other provisions read with Schedule V of the Companies Act, 2013. The terms of his appointment are given in the explanatory statement to the Notice of Annual General Meeting. The Board recommends re-appointment of Mr. Omkar P. Herlekar (DIN 01587154) as Whole Time Director of the Company, in the ensuing Annual General Meeting of the Company.

B) RESIGNATIONS

During the year under review, the following Directors have resigned from the Board of M/s Omkar Speciality Chemicals Limited due to pre-occupation in their professional commitments

(1) Mr. Amit A. Pandit (DIN 02437092) has resigned as Non-Executive and Independent Director and Chairman of the Audit Committee of the Company w.e.f 26th March, 2015. The Board places on record its gratitude for the services rendered by Mr. Amit A. Pandit (DIN 02437092) during his long association with the Company.

(2) Mr. Siddharth S. Sinkar (DIN 05154432) has resigned as Non-Executive and Non-Independent Director of the Company w.e.f. 26th March, 2015. The Board places on record its gratitude for the services rendered by Mr. Siddharth S. Sinkar (DIN 05154432) during his long association with the Company.

C) APPOINTMENTS

The Company has appointed the following new Directors on the Board of M/s Omkar Speciality Chemicals Limited:

(1) Mr. Laxmikant R. Kabra (DIN 0061346) was appointed as an Additional Director in the capacity of Non-Executive and Non-Independent Director of the Company w.e.f. 26th March, 2015, pursuant to Section 161(1) of Companies Act, 2013. The detailed profile of Mr. Laxmikant R. Kabra (DIN 0061346) is given as a part of Notice of Annual General Meeting. The Board recommends appointment of Mr. Laxmikant R. Kabra (DIN 0061346) as Non-Executive and Non-Independent Director of the Company, in the ensuing Annual General Meeting of the Company. He will be liable to retire by rotation.

(2) Mr. Sitendu K. Sharma (DIN 01956423) was appointed as an Additional Director in the capacity of Independent Director of the Company w.e.f. 8th May, 2015, pursuant to Section 149, 161(1) and other applicable provisions of Companies Act, 2013. The detailed profile of Mr. Sitendu K. Sharma (DIN 01956423) is given as a part of Notice of Annual General Meeting. The Board recommends appointment of Mr. Sitendu K. Sharma (DIN 01956423) as an Independent Director of the Company for the period of five years commencing from 8th May, 2015 till 7th May, 2020, in the ensuing Annual General Meeting of the Company.

(3) Mr. Vikas G. Gadre (DIN 06746818) was appointed as an Additional Director in the capacity of Independent Director of the Company w.e.f. 17th July, 2015, pursuant to Section 149, 161(1) and other applicable provisions of Companies Act, 2013. The detailed profile of Mr. Vikas G. Gadre (DIN 06746818) is given as a part of Notice of Annual General Meeting. The Board recommends appointment of Mr. Vikas G. Gadre (DIN 06746818) as an Independent Director of the Company for the period of five years commencing from 17th July, 2015 till 16th July, 2020, in the ensuing Annual General Meeting of the Company.

(4) Mr. Subhash N. Ghalke (DIN 07239171) was appointed as an Additional Director in the capacity of Independent Director of the Company w.e.f. 17th July, 2015, pursuant to Section 149, 161(1) and other applicable provisions of Companies Act, 2013. The detailed profile of Mr. Subhash N. Ghalke (DIN 07239171) is given as a part of Notice of Annual General Meeting. The Board recommends appointment of Mr. Subhash N. Ghalke (DIN 07239171)as an Independent Director of the Company for the period of five years commencing from 17th July, 2015 till 16th July, 2020, in the ensuing Annual General Meeting of the Company.

(5) Mrs. Sanjivani S. Patare (DIN 07239170) was appointed as an Additional Director in the capacity of Independent Director and Woman Director of the Company w.e.f. 17th July, 2015, pursuant to Section 149, 161(1) and other applicable provisions of Companies Act, 2013. The detailed profile of Mrs. Sanjivani S. Patare (DIN 07239170) is given as a part of Notice of Annual General Meeting. The Board recommends appointment of Mrs. Sanjivani S. Patare (DIN 07239170) as an Independent Director and Woman Director of the Company for the period of five years commencing from 17th July, 2015 till 16th July, 2020, in the ensuing Annual General Meeting of the Company.

(6) Mr. Rishikesh P. Herlekar (DIN 05240009) was appointed as an Additional Director in the capacity of Executive Director of the Company w.e.f. 17th July, 2015, pursuant to Section 161(1), 196, 197 and such other provisions read with Schedule V of the Companies Act, 2013. The terms of his appointment and the detailed profile of Mr. Rishikesh P. Herlekar (DIN 05240009) are given as a part of Notice of Annual General Meeting. The Board recommends appointment of Mr. Rishikesh

P. Herlekar (DIN 05240009) as an Executive Director of the Company for the period of five years commencing from 17th July, 2015 till 16th July, 2020, in the ensuing Annual General Meeting of the Company. He will be liable to retire by rotation.

(7) Mr. Prakash H. Rao (DIN 07239167) was appointed as an Additional Director in the capacity of Executive Director of the Company w.e.f. 17th July, 2015, pursuant to Section 161(1), 196, 197 and such other provisions read with Schedule V of the Companies Act, 2013. The terms of his appointment and the detailed profile of Mr. Prakash H. Rao (DIN 07239167) are given as a part of Notice of Annual General Meeting. The Board recommends appointment of Mr. Praksah H. Rao (DIN 07239167) as an Executive Director of the Company for the period of five years commencing from 17th July, 2015 till 16th July, 2020, in the ensuing Annual General Meeting of the Company. He will be liable to retire by rotation.

The information as prescribed under Clause 49 of the Listing Agreement entered with the Stock Exchange(s) such as brief description of the Directors proposed to be appointed/re-appointed, the nature of their expertise in specific functional areas and the names of the Companies in which they hold directorships and memberships/chairmanships of board committees are provided as a part of the Notice of the forthcoming Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company under Section 149 (7) of Companies Act, 2013 confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

MECHANISM FOR EVALUATING BOARD MEMBERS:

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has been empowered for laying down the evaluation criteria for performance evaluation of the Independent Directors and the Board. The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. Board members are expected to possess the required qualifications, integrity, expertise and experience for the position. They should also possess deep expertise and insights in sectors / areas relevant to the Company, and ability to contribute to the Company's growth. The Board members are expected to rigorously prepare for, attend and participate in all Board and applicable committee meetings. Each member is expected to ensure that their other current and planned future commitments do not materially interfere with their responsibilities with the Company.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The Chairman and Managing Director had one to one discussions with newly appointed Directors to familiarize them with the Company's operations. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates on relevant statutory and regulatory changes are circulated to the Directors. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.

MEETINGS OF INDEPENDENT DIRECTORS:

The Company's Independent Directors shall meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to (i) review the performance of Non Independent Directors and the Board as a whole, (ii) review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and (iii) to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.

One meeting of the Independent Directors was held during the Financial Year on 6th February, 2015. ANNUAL REPORT 2014-2015

BOARD MEETINGS HELD DURING THE YEAR:

Seven Board Meetings were held during the Financial Year 2014-15 and the gap between any two consecutive meetings did not exceed one hundred and twenty days at any point of time.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the Director's Responsibilities Statement, the Directors state and hereby confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have elected 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 31st March 2015 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has appointed/re-appointed the following persons as Key Managerial Personnel:

V Re-appointed Mr. Pravin S. Herlekar (DIN 00525610) as the Chairman and Managing Director of the Company for a further period of five years with effect from 1st April, 2015 on the terms and conditions and Remuneration as set out in the agreement between the Company and Chairman and Managing Director of the Company. Mr. Pravin S. Herlekar (DIN 00525610) is also designated as Key Managerial Personnel pursuant to provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. This appointment is subject to the approval of shareholders at the forthcoming Annual General Meeting.

V Re-appointed Mr. Omkar P. Herlekar (DIN 01587154) as the Whole-time Director of the Company for a period of five years with effect from 1st April, 2015 on the terms and conditions and Remuneration as set out in the agreement between the Company and Whole time Director of the Company. Mr. Omkar P. Herlekar (DIN 01587154) is also designated as Key Managerial Personnel pursuant to provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. This appointment is subject to the approval of shareholders at the forthcoming Annual General Meeting.

V Appointed Mr. Hiral Patel as the Chief Financial Officer of the Company for a period of one year with effect from 18th March, 2015 expiring on 17th March, 2016 on such terms and conditions decided by the Board of Directors of the Company. Mr. Hiral Patel is also designated as Key Managerial Personnel pursuant to provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NOMINATION & REMUNERATION POLICY OF THE COMPANY:

During the current year, the Directors have reconstituted the Nomination & Remuneration Committee and adopted the Nomination & Remuneration Policy. The policy is displayed on Company's Web site (Weblink: <http://www.omkarchemicals>. com/Policies/Nomination-Remuneration-Policy.pdf).

INTERNAL FINANCIAL CONTROLS:

The Company has laid down the internal financial control system for safeguarding the orderly and efficient conduct of 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 timely preparation of reliable financial information.

The Audit Committee reviews the Internal Audit function. The Audit Committee also reviews the internal audit reports as well as the findings of any internal investigation by internal auditors and suggests the methods to strengthen the internal control system. After reviewing the same, the Audit Committee reports the matters to the Board and the corrective actions to be taken thereon.

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. Pursuant to Clause 49 of the Listing Agreement, the Board in its meeting held on 18th May, 2015, constituted a Risk Management Committee of the Directors.

WHISTLE BLOWER POLICY:

Pursuant to the Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors and Employees to report the management about the unethical behavior, fraud, improper practice or violation of the Company's Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The mechanism provides adequate safeguards against victimization of employees and directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Board has received Disclosures from the Directors relating to material, financial and commercial transactions where they and / or their relatives have personal interest. None of the transactions with any of the related parties were in conflict with the Company's interest. Company's major related party transactions are generally with its subsidiaries. All the transactions entered into with the related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year 2014-15. The details of transactions with related parties are given for information under notes to the accounts of the Balance Sheet as at 31st March, 2015.

SIGNIFICANT AND MATERIAL ORDERS pASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. The Company has not received any complaints during the year.

GRANT OF PATENTS TO THE COMPANY:

1. The Company's claim for process patent for an advance intermediate namely "5-IODO-2-METHYLBENZOIC ACID, having special applications in pharmaceutical industry has been accepted by the Patents Office, Govt of India, vide their Certificate No. 022/11015 Patent Registration No. 262739 dated 10th September, 2014.

2. The Company's claim for process patent for an advance intermediate namely "BENZENESELENINIC ANHYDRIDE, having special applications in pharmaceutical industry has been accepted by the Patents Office, Govt of India, vide their Certificate No. 022/11999, Patent Registration No. 263298 dated 17th October, 2014.

REGISTRATION OF THE TRADEMARK OF THE COMpANY:

The Trade Marks Registry, Government of India has granted its approval by registering the Company's logo containing the tagline "OMKAR - ALWAYS THE LEADERS" with effect from 21st June, 2010 (date of application), vide its certificate No. 1205744 dated 15th April, 2015 having validity up to 20th June, 2020.

COMMENCEMENT OF THE NEW MANUFACTURING FACILITY AT CHipLUN:

During the financial year 2014-15, the Company has commissioned manufacturing at its new plant i.e. Unit No. VI located at Plot No. B-15 & B-16, Lote Parshuram MIDC, Chiplun, Dist: Ratnagiri, State: Maharashtra.

The plant with a volumetric capacity of 300 Metric Tonnes Per Annum (MTPA) manufactures a number of advance intermediates for pharma industry catering to essential life-saving drugs and veterinary APIs with the state of the art facility for production and quality control.

During the financial year 2014-15, Lasa Laboratory Pvt. Ltd., wholly owned subsidiary has completed phase I expansion of its manufacturing unit. The volumetric capacity of the said unit was increased from 120 MTPA to 450 MTPA.

AUDITORS AND AUDITOR'S REPORT:

STATUTORY AUDITORS

The comments of the Auditors in their report and the notes forming part of the Accounts are self-explanatory and need no comments.

In accordance with the provisions of Section 139(1) of Companies Act, 2013 and Rule 3, sub rule (7) of Companies (Audit and Auditors) Rules 2014, the shareholders at the last Annual General Meeting held on 9th August, 2014 had approved the appointment of M/s. J.P.J. Associates, Chartered Accountants, Mumbai (Firm Registration No. 113012W) as Statutory Auditors of the Company effective till the conclusion of the twelfth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. M/s. J.P.J. Associates, Chartered Accountants, Mumbai have expressed their willingness to continue as Statutory Auditors of the Company, subject to their ratification by the shareholders at the forthcoming Annual General Meeting. The Company has obtained written consent and certificate from the Auditors, that their appointment, on ratification of the shareholders would be in conformity with the conditions specified in Rule 4 of Companies (Audit and Auditors) Rules 2014.

COST AUDITORS

Pursuant to Section 148 (1) and (2) of the Companies Act, 2013 read with Companies (Cost Records and Audit ) Rules, 2014, the Company is required to get its cost records audited and should appoint a Cost Auditor pursuant to Section 148(3) of the Companies Act, 2013 read with Rule 14 of Companies (Audit & Auditors ) Rules, 2014.

The Board of Directors, on the recommendation of Audit Committee has appointed M/s N. Ritesh & Associates as the Cost Auditors of the Company to audit the Cost Accounts of the Company for the Financial Year 2015-16, on a remuneration of Rs.75,000/- p.a. plus service tax as applicable and reimbursement of out of pocket expenses. Pursuant to Section 148 of Companies Act, 2013 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014 a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General meeting.

M/s N. Ritesh & Associates have confirmed their willingness and eligibility for appointment under Section 148 of the Companies Act, 2013 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s Nilesh A. Pradhan & Co., Practicing Company Secretary (C.P. No. 3659) to undertake the Secretarial Audit of the Company for the  F.Y. 2015-2016.

The Secretarial Audit Report for the financial year ended 31st March 2015 is included as Annexure G and forms an integral part of this report.

With regard to the comment contained in the Secretarial Audit Report for the Financial Year 2014-15, pertaining to the requirement of appointment of Company Secretary in the wholly owned subsidiary company namely, Lasa Laboratory Private Limited, we wish to submit that, we are in the process of identifying an appropriate candidate for appointing as Company Secretary of M/s Lasa Laboratory Private Limited.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to Company's 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 assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all the employees of OSCL Group through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

For and On behalf of the Board of Directors

Omkar Speciality Chemicals Limited

pravin S. Herlekar

Chairman & Managing Director

(DIN 00525610)

Omkar p. Herlekar

Whole Time Director (DIN 01587154)

Date: 09/08/2015

Place: Badlapur