To, The Members,
SHREEOSWAL SEEDS AND CHEMICALS LIMITED
Your Directors are pleased to present the 07th Annual Report on the business and operations of SHREEOSWAL SEEDS AND CHEMICALS LIMITED along with Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2024.
1. State of affairs and Financial Performance:-
1.1 Financial Highlights And Summary of Standalone and Consolidated Financial Statements:
The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time. The Company's performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below:
(Amount in Lakhs except EPS)
1.2 Operational and State of Company's Affairs:
On Standalone basis, your Company had revenue from operation of INR 10,060.66 Lakhs for the financial year ended 31st March, 2024 as against INR 11441.59 Lakhs in the previous year. Further, Company earned net profit after tax before other comprehensive income of INR
196.76 Lakhs as against previous year in which Company earned net profit after tax before other comprehensive income of INR 442.84 Lakhs. On a consolidated basis, your Company had revenue from operation of INR 26903.23 Lakhs for the financial year ended 31st March, 2024 as against INR 27233.08 Lakhs in the previous year. Further, company incurred consolidated net loss after tax of INR 416.11 Lakhs as against previous financial year in which Company earned net profit after tax was INR 570.65 Lakhs which was mainly due to a heavy fall in soybean and psyllium prices, the prices have dropped drastically.
The consolidated financials reflect the cumulative performances of Shreeoswal Seeds and Chemicals Limited along with its wholly owned material subsidiary Company Shreeoswal Psyllium Exports India Limited. Detailed description about the business carried out is contained in the Management Discussion and Analysis report.
2. Annual Return
Pursuant to Section 134(3)(a) of the Companies Act, 2013, the requirement to place copy of Annual Return for Financial year 2023-24 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the web link i.e.https://oswalseeds.com/files/Draft%20Form_MGT-_Shreeoswal%20seeds_2024_Website.pdf
3. Share Capital
During the financial year 2023-24 under review, following changes were made in Share Capital of the Company:
Company has obtained the approval from members by way of postal ballot for sub-division of equity share of the Company from 1 (one) equity share having face value of INR 10/- (Rupees Ten only) each fully paid-up into 5 (five) equity shares having face value of INR 2/- (Rupees Two only) fully paid up with effect from record date i.e. Friday August 18, 2023. Further, company has received approval dated 16th August, 2023 from National Stock Exchange of India Limited (NSE) for the Sub-Division of equity shares under new ISIN - INE00IK01029 with effect from 18th August, 2023.
Company has increased its Authorized Share Capital from INR 18,00,00,000/- divided into 9,00,00,000 [Nine Crores] Equity Shares of INR 2/- each to INR 19,00,00,000/- divided into 9,50,00,000 [Nine Crores Fifty Lacs] Equity Shares of INR 2/- each in the Extra Ordinary General Meeting of the Members held on 13th January, 2024.
Pursuant to the approval of members obtained in their Extra Ordinary General Meeting held on 13th January, 2024, Consent of Board of Directors of the Company be and are hereby accorded in their meeting held on 05th February, 2024 for allotment of 1,52,45000 (One Crores Fifty Two Lacs Forty Five Thousand) Equity Shares of INR 2/- each as bonus shares in the ratio of 1:5, i.e. One (1) new equity share of INR 2/- (Rupees Two only) each for every Five (5) existing equity share(s) of INR. 2/- (Rupees Two only) by capitalisation of INR 3,04,90,000/- (Rupees Three Crores Four Lacs Ninety Thousand Only) out of the sum standing to the credit of retained earnings and securities premium of the Company, to the eligible shareholders whose names appeared in the Register of Members and as per the beneficial owner's position received from National Securities Depository Limited and Central Depository Services (India) Limited as on Friday 02nd Day of February, 2024.
Further, during the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.
4. Number of meetings of the board, its committees & General Meetings:
The Board met 10 (Ten) times during the FY 2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two Board meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”).
Information on the Audit Committee, Nomination and Remuneration Committee (“NRC”) and Stakeholders Relationship Committee and meetings of those Committees held during the year are given in the Corporate Governance Report.
Further, 6th Annual General Meeting of the Company for financial year 2022-23 was held on 30th September, 2023 and One Extra Ordinary General Meeting of the Company was held on 13th January, 2024 during the financial year 2023-24.
Postal Ballot:-
Details of resolutions passed through postal ballot mechanism during the financial year 2023-24 are provided in the section 'General Body Meetings' of the Corporate Governance Report.
5. Dividend:-
Due to inadequate profits, your Directors have not recommended any dividend for the year under review.
6. Amounts Transferred to Reserves:-
The Board of Directors has decided to retain the entire amount of profit for F.Y. 2023-24 appearing in the Statement of Profit and Loss. Accordingly, your company has not transferred any amount to General Reserves for the year ended 31st March, 2024.
7. Deposits:-
The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.
Details of Deposits which are not in Compliance with the requirements of Chapter V of the act: Not applicable since company has not accepted any deposits, therefore the question does not arise regarding noncompliance with the requirements of Chapter V of the Act. Disclosure of Unsecured Loan received from Directors:
Pursuant to Section 2(31) of Companies Act, 2013 Read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2023-24.
8. Subsidiary Companies, Joint Ventures or Associate Companies
As on 31st March 2024, the Company has one wholly Owned Subsidiary Company i.e. Shreeoswal Psyllium Exports India Limited (CIN: U01100MP2018PLC045146).
There are no associate companies or joint venture Companies within the meaning of Companies Act, 2013. Further there are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2023-24.
During the financial year, your Board of Directors had reviewed the affairs of the subsidiary company. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.
A separate statement containing salient features of the Financial Statements of the Subsidiary in accordance with Section 129(3) of the Companies Act, 2013 and the rules made there under in the prescribed Form AOC-1 are annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.
In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2024, along with relevant documents, has been placed on the website of the Company at www.oswalseeds.com. Further, audited financial statements together with related information of the subsidiary company have also been placed on the website of the Company at www.oswalseeds.com.
In terms of Section 136 of the Companies Act, 2013 (‘the Act'), financial statements of the subsidiary company are not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.
Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Financial Statements of the company.
Material Subsidiary
Shreeoswal Psyllium Exports India Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under the Regulation 16 of SEBI Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Company's website at http://oswalseeds.com/Files/Policy%20for%20determining%20Material%20Subsidiary%20(1).pdf
9. Consolidated Financial Statements
The consolidated financial statements of the Company for the year ended 31st March 2024, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in
Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.
The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of the Annual Report.
10.Details of Directors and Key Managerial Personnel
The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.
Directors liable to retire by rotation seeking re-appointment
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company's Articles of Association, Mr. Anil Kumar Nahata (DIN: 07921005), retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. However, his term is fixed and shall not break due to this retirement. Your directors have recommended his re-appointment for approval of the Members of the Company at the ensuing Annual General Meeting.
Change in Directors
During the Financial Year 2023-24 No changes has been made in Composition of Board of Directors of the Company:-
Key Managerial Personnel
As on 31st March, 2024,the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:
1. Mr. Sanjay Kumar Begani (DIN: 07921083), Chairman & Managing Director; 2. Mr. Anil Kumar Nahata (DIN: 07921005), CEO and Whole-time Director; 3. Mr. Ashok Dhakar, Chief Financial Officer 4. Mr. Dilip Patidar, Company Secretary and Compliance Officer;
Changes in the Key Managerial Personnel
During the year under review, there was no change in Key Managerial Personnel of the Company.
However, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 14th August, 2023, considered re-appointment of Mr. Sanjay Kumar Begani (DIN: 07921083) as Managing Director and Mr. Anil Kumar Nahata (DIN: 07921005) as Whole Time Director and CEO of the company for further period of three years w.e.f. 14th August 2023 to 13th August, 2026. The aforementioned re-appointment were further confirmed by members in their 6th Annual General Meeting held on 30th September 2023.
Disqualifications of Directors
During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.
11.Declaration by Independent Director
The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time.
Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.
12.Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The directors 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 year; iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.
13. Familiarization Programmes imparted to Independent Directors
Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.
The Familiarisation Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://www.oswalseeds.com/files/23-24/Familiarization%20Programmes%202023-24.pdf
14. Meeting of Independent Directors
The Independent Directors met once during the year as on 14th February, 2024. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.
15.Committees of the Board of Directors
The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority.
The Details of Committees of the Board are given below:- (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee
The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.
16.Statement indicating the manner in which Formal Annual Evaluation of the performance of the Board, it's Committees and of individual directors has been made:
Pursuant to provisions of the Companies Act, 2013 and SEBI Listing Regulations, the evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.
The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.
Statement with regard to integrity, expertise and experience of the independent director appointed during the year.
During the year under review, the Board has not appointed any Independent Director in the Company. Further, the board opined that, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of
Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.
17.Particulars of Loan, Guarantees and Investments u/s 186:-
The Company's total investments of INR 2,001.44 Lakh as of March 31, 2024 are governed by Section 186 of the Companies Act 2013 read with Schedule V of SEBI Listing Regulations, and the details are provided below:-
Furthermore, during the financial year Company had extended loans and advances to its wholly-owned subsidiary company, with an outstanding amount of INR 1,393.85 Lakhs as of March 31, 2024. For detailed information on these investments and loans, are stated in Notes 3 and 4 of the Standalone Financial Statements, respectively. Further Loans given to wholly owned subsidiary were utilized for its principle business activities only.
The above stated investment and loan are within the limits as specified under Section 186 of the Companies Act, 2013 and the company is not required to take any further approval of its members.
18.Particulars of contracts or arrangements with related parties:-
In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company's website at the web-link: http://oswalseeds.com/files/POLICY%20for%20RELATED%20PARTY%20TRANSACTION.pdf
The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company & Related Parties.
All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis.
All Related Party Transactions entered during the year 2023-24 were in Ordinary Course of the Business and at Arm's Length basis. The Company has not entered into any Material Related Party Transactions during the financial year. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report..
Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Report and Annual Accounts 2023-24.
19.Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:-
The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:
(i) Conservation of Energy:
a. The steps taken or impact on conservation of energy:-
The Company has a well-organized, structured and centrally controlled Energy Management system for utility and Infrastructure. Regular focus and efforts are made to improve efficiency and accuracy by modernization of high end Technology. Some of the key initiatives for conserving energy are as under: -
(i) Replacement of Conventional Light with LED Lights at factory and Office resulting in saving of electricity.
(ii) Replacement of capacitor and installed latest technology equipments, machine and plants which consume less energy and minimum power. Services of machineries are done in regular interval which minimized the consumption of energy
b. The steps taken by the company for utilizing alternate sources of energy:-
The Company has used alternate source of energy, whenever and to the extent possible. DG set is used by the Company.
c. The capital investment on energy conservation equipments:- NIL (ii) Technology Absorption: a. The effort made towards technology absorption-
Company have installed latest technology of machine made in bulher (UK)
b. The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company.
c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): The Company has neither purchased within India nor imported any technology.
d. The expenditure incurred on Research & Development: The Company has not incurred any expenditure on Research and Development during the year under review.
(iii) Foreign Exchange Earnings and Outgo:
There were no Foreign Exchange earnings and outgoings that took place during the financial year as required by Companies (Accounts) Rules, 2014.
20.Statement in respect of adequacy of internal financial control with reference to the financial statements:-
The Company has adequate Internal Controls Systems and the same are reviewed regularly. Beside there are documented policies and procedures to support the system, so that all the applicable rules and regulations are complied with; that all transactions are authorized, recorded and reported correctly and adequately and that all the assets of the Company are safeguarded and there is no unauthorized use thereof. The Audit Committee reviews reports presented by the internal auditors on a routine basis. Further, the Audit Committee maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.
The Company's internal control system is commensurate with its size, scale and complexities of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.
However, your Company recognizes that Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.
21.Corporate Social Responsibility (CSR):-
The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.
Pursuant to provisions of Section 135(9) of the Companies Act 2013, Where the amount to be spent by a company under sub-section (5) of Section 135 does not exceed Rupees Fifty Lakhs, the requirement under sub-section (1) of Section 135 of the Companies Act 2013, constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. Since the amount of CSR Expenditure is less than Rupees Fifty Lakhs, the company is not required to constitute the CSR Committee and the functions of CSR Committee shall be performed by the Board of Directors.
The Company's CSR Policy is available on the Company's web-link: https://oswalseeds.com/files/CSR%20Policy.pdf
The Company has focused on social cause and implementation of its Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.
During the financial year ended 31st March, 2024; the Company has spent INR 11.25 Lakhs on CSR activity.
Further, detailed information report on the CSR policy and the CSR initiatives taken during financial year 2023-24 is given in Annexure-B.
22. Nomination and Remuneration Policy / Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of Employees:-
In accordance with the provision of Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to
Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at http://www.oswalseeds.com/conduct.html
The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.
The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-C and forms an integral part of the Board Report.
During the year under review, None of the employee of the company is drawing more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company Secretary or email at oswalgroups2002@gmail.com
Further Pursuant to Section 197(14) of the Companies Act, 2013 neither the Managing Director nor Whole Time Director of the Company received any remuneration or commission from its subsidiary Company.
During the year under review Mrs. Kiran Devi Begani and Mrs. Padma Nahta who are Non Executive Non Independent Director of the Company are drawing remuneration of INR 18.00 Lakhs each from wholly owned material subsidiary company i.e. Shreeoswal Psyllium Exports India Limited in capacity of whole time Director.
23.Disclosure on establishment of a Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures those genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.
The Whistle Blower Policy is disclosed on the website of the Company at chrome- https://oswalseeds.com/files/WHISTLE%20BLOWER.pdf. No Person has been denied access to the Audit Committee.
24.Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Ramesh Chandra Bagdi & Associates, Practicing Company
Secretaries, Indore to undertake the Secretarial Audit of the Company for the year ended March 31, 2024.
The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-D and forms an integral part of this Report, which is self explanatory.
There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:-
25.Secretarial Audit of Material Unlisted Subsidiary Company
Shreeoswal Psyllium Exports India Limited, a material wholly owned subsidiary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Shreeoswal Psyllium Exports India Limited for the Financial Year 2023-24 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of Shreeoswal Psyllium Exports India Limited submitted by Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-E and forms an integral part of this Report.
26.Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2023-24 has been submitted to the stock exchange within 60 days of the end of the financial year.
27.Statutory Auditors
Pursuant to Section 139 of the Act read with rules made thereunder, as amended, J.C. Baheti & Associates, Chartered Accountants, Indore (ICAI Registration Number 003390C), were appointed as Statutory Auditors of your Company, for a term of five years from the conclusion of 06th Annual General Meeting until the conclusion of 11th Annual General Meeting of the Company to be held for financial year 2027-2028.
Explanation to Auditor's Remarks
The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.
Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.
28.Internal Auditor
The Board of Directors has appointed CA Avani Nahar, Chartered Accountant, as Internal Auditor to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.
The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and systems.
29.Cost Record and Audit
Your Company does not falls within the provision of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time; therefore, no such record are required to be maintained.
30.Report on Corporate Governance & Management Discussion Analysis
Your company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI Listing Regulations. A detailed report on Corporate Governance confirming compliance with the conditions of the Corporate Governance, forms part of the Annual Report. A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
31.CEO & CFO Certification:
The Chief Executive Officer and Chief Financial Officer of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.
32.Code of Conduct
The Board of Directors has laid down a Code of Conduct (“the Code”) for all Board members and senior management personnel of your Company. The Code of Conduct is available on Company's website of the Company http://www.oswalseeds.com/conduct.html
All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.
33.Statement indicating development & implementation of Risk Management Policy:-
The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.
34.Material changes & commitments, if any affecting the financial position of the Company:-
No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's report. However Company have offered Corporate Guarantee to its group company Oswal Ethanol and Feed Industry Private Limited (Borrowing Company in which Directors of the Company are interested) for an amount not exceeding INR 110 Crores. The Company's liability is contingent upon the corporate guarantee provided. As of the date of the Signing Board Report, there is no impact of corporate guarantee on the financial position of the company.
35. Sexual harassment of women at workplace (prevention, prohibition & redressal) act, 2013:-
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There was no case of sexual harassment reported during the year under review.
The policy on Prevention of Sexual Harassment at workplace as approved by the Board of directors has been uploaded on the website of the Company at the web link: http://www.oswalseeds.com/conduct.html
36.Environment and Safety
Safety is your company's top most priority with primary focus on developing a safety culture among employees. Your Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.
37.Listing of Shares
The shares of the Company are listed on National Stock Exchange of India Limited (NSE), and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.
38.Insurance
The Company's assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.
39.Compliance of Secretarial Standard
Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
40.Industrial Relations
Company's Industrial relations continued to be healthy, cordial and harmonious during the year under review. Your Directors record their appreciation for all the efforts, support and co-operation of all employees extended from time to time.
41.Depository System
Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
42.Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:-
No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.
Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).
There has been no change in the nature of business of your Company.
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not applicable to your Company for the financial year ending March 31, 2024.
No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.
There was no one time settlement of loan obtained from the Banks or Financial Institutions.
There was no revision of financial statements and Board's Report of the Company during the year under review.
43.Acknowledgment and Appreciation:-
The Directors wish to convey their appreciation to all of the Company's employees for their contribution towards the Companies performance. The Directors would also like to thank the shareholders, employees, investors, stock exchange, customers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.