Dear Members
Your Directors have pleasure in presenting 28th Annual Report together with
the Audited Financial Statements for the financial year ended March 31, 2022.
1. FINANCIAL SUMMARY/ HIGHLIGHTS
Your Company's financial performance for the financial year ended March 31, 2022 is
summarized below:
(Rs. in Lakhs)
| Particulars |
Financial year ended March 31, 2022 |
Financial year ended March 31, 2021 |
| Revenue from Operations |
93.73 |
49.93 |
| Other Income |
9.76 |
0.18 |
| Total Income |
103.49 |
50.11 |
| Total expenditure excluding Depreciation |
109.57 |
72.83 |
| Add: Depreciation |
12.66 |
12.44 |
| Total Expenditure |
122.23 |
85.28 |
| Profit/ (Loss) Before Tax & Exceptional Item |
(18.74) |
(35.16) |
| Exceptional Item |
0.61 |
5.26 |
| Profit/ (Loss) Before Tax |
(19.35) |
(40.43) |
| Tax Expenses |
- |
- |
| Profit / (Loss) after Tax |
(19.35) |
(40.43) |
| Other Comprehensive Income |
(116) |
5.06 |
| Total Comprehensive Income |
(20.51) |
(35.37) |
2. FINANCIAL PERFORMANCE/OPERATIONAL REVIEW
The revenue from operations and other income for financial year under review were
^103.49 Lakhs as against ^50.11 Lakhs for the previous financial year, registering an
increase of 51.58% in the current year. The net loss was ^19.35 Lakhs for the financial
year under review as against loss of ^40.43 Lakhs for the previous financial year.
In accordance with the provisions of Section 136 of the Companies Act, 2013 (the "Act"),
the Annual Report of the Company, containing its Standalone Financial Statements will be
made available on the website of the Company at the web link: https://orosil.com/pages/investor-annual-report.
Further, a detailed analysis of the Company's performance is included in the Management
Discussion & Analysis Report, which forms part of this Annual Report.
3. STATE OF THE COMPANY'S AFFAIRS
Orosil Smiths India Limited is a public listed company incorporated on June 01, 1994,
primarily engaged in the business of manufacturing, fabrication, sale, purchase,
trading/dealing in all kinds of Gold, Silver, Silver Ornaments/Utensils and all other
items of Gold, Silver and allied business.
Due to growth of trade in jewellery in the online medium, the Company is offering sale
of Jewellery on its own website, namely: https://orosil.com. The Company is offering
silver jewellery under "Kuhjohl" brand and gold jewellery under "Sincere"
brand.
The Company altered its Memorandum of Association in the annual general meeting held on
September 30, 2019, to expand its operations in the textile sector, however, the
operations under the said sector has not been started yet. The management is still looking
for the potential opportunity to grow in this sector. The Company has also registered its
Trademark "mingALL" under class 25 for trading of Apparels, Footwear and
Headgear.
Your Directors expect that there will be further improvement in overall performance in
the coming years and looking for expansion of business in the sector of manufacturing and
trading of all kinds of fashionable garments.
The Directors are making efforts to enhance the business activities and can only hope
to regain the business activities in future when situation becomes stable. We expect
business loss to reduce in the upcoming years as situation improves in the economy and the
management is closely analyzing the situation.
Impact of Covid-19
The Corona Virus Disease-2019 ('COVID-19'), a pandemic declared by the World Health
Organization, has pushed the global economy and humanity into a disaster. In an attempt to
control this pandemic, the governments of various countries imposed a nationwide lockdown.
Although the lockdown may have assisted in limiting the spread of the disease, it has
brutally affected the country, unsettling the complete value chains of the most important
industries.
The Company has taken into account all the possible impacts of COVID-19 pandemic in
preparation of the financial statements, including but not limited to its assessment of
liquidity and going concern assumption and recoverable values of its financial and
non-financial assets. The Company has carried out an assessment based on available
internal sources of information up to the date of approval of these financial statements
and believes that the impact of the COVID-19 pandemic is not material to these financial
statements.
However, the impact assessment of this pandemic is a continuing process given the
uncertainties associated with its nature and duration. Accordingly, the Company will
continue to monitor any material changes to future economic conditions. Given the
criticalities and uncertainties associated with the nature, condition, and duration of
COVID-19, the impact assessment on the Company's financial health will be continuously
made and provided for as required.
4. DIVIDEND AND TRANSFER TO RESERVE
In view of the losses incurred by the Company, no dividend is declared for the
financial year under review. The Company has not transferred any amount to General
Reserve.
5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the applicable provisions of the Companies Act, 2013 read with the
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by
the Company to the IEPF, which remain unpaid or unclaimed for a period of seven years,
from the date of transfer to Unpaid Dividend Account.
Further, according to IEPF Rules, the shares on which dividend has not been claimed by
the shareholders for seven consecutive years or more shall be transferred to the demat
account of the Investor Education and Protection Fund Authority ("IEPF
Authority").
During the year under review, no amount of the unclaimed/unpaid dividend and any such
share in the Company, was due to be transferred to the IEPF Authority, as Company has not
declared any dividend for years.
6. INDIAN ACCOUNTING STANDARDS (IND-AS)
Financial Statements of your Company, for the financial year ended March 31, 2022, are
prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under
Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended from time to time.
7. DEPOSITS
During the Financial Year 2021-22, your Company has not accepted/received any Deposits
within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014. Further, there was no outstanding public deposits
and unclaimed deposits as at March 31, 2022.
However, the Company has accepted the amount from its Directors at NIL rate of
interest, subject to the receipt of declaration that amount given is owned by them and is
not borrowed amount. The details of the same is also given in Financials.
8. SHARE CAPITAL
As on March 31, 2022, the Authorized Share Capital of your Company is ^5,50,00,000
(Rupees Five Crore Fifty Lakhs only), divided into 44,116,000 equity shares of ^1 each and
10,88,400 preference sha res of ^10 each.
The Issued, Subscribed and Paid-up Share Capital as on March 31, 2022 is ^5,22,00,000
(Rupees Five Crore Twenty-Two Lakhs only) comprising 41,316,000 (Four Crore Thirteen Lakhs
Sixteen Thousand only) equity shares of face value of ^1/- each and OCCPS 10,88,400
preference shares of ^10 each.
Your Company has issued 10,88,400, 3.5% Optionally Convertible Cumulative Preference
Share ("OCCPS") of face value ^10/- each at a premium of ^10/- each,
convertible after 5 years from the date of issue. Now, OCCPS are convertible at any time,
however, till now no request has been received by the Company from any of the OCCPS
holders for such conversion.
There was no buy back of equity shares, public issue of securities, rights issue, bonus
issue or preferential issue etc. during the year under review. The Company has not issued
shares with differential voting rights, sweat equity shares nor has it granted any stock
options.
9. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance provisions as specified in Regulation 17 to
27, clauses (b) to (i) of Regulation 46(2) and Paragraph C, D and E of Schedule V does not
apply on the companies whose paid- up share capital and net worth is less than Rupees Ten
Crore and Rupees Twenty-Five Crore, respectively, as on the last day of the previous
financial year.
Since, the paid-up share capital and net worth of the Company is less than the
aforesaid threshold limits, the Company is not required to comply with the above mentioned
Corporate Governance provisions
10. HOLDINGS, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holdings, Subsidiary, Joint venture or Associate Company.
There were no companies which have become or ceased to be its holdings, subsidiaries,
joint ventures or associate companies during the year under review.
11. CERTIFICATIONS, QUALITY STANDARDS AND TRADEMARK
As per the quality control order called as the Hallmarking of Gold Jewellery and Gold
Artefacts Order, 2020, as amended, for mandatory hallmarking of gold jewellery/artefacts,
issued by the Ministry of Consumer Affairs, Food and Public Distribution on January 15,
2020, every jeweller who wants to sell hallmarked jewellery with effect from June 16,
2021, has to obtain a registration from the Bureau of Indian Standards (BIS).
Accordingly, the Company also registered its hallmark named as "ORO"
under the BIS and is now eligible to sell the hallmarked jewellery under the same
hallmark.
During the Financial Year 2021-22, the Company has registered its Trademark "mingALL"
under Class 25 as a brand name for trading of Apparels, Footwear and Headgear.
12. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of
your Company.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board of Directors comprises of the following Directors as on March 31, 2022:
| 1. Mr. Bhushan Kumar Narula |
Managing Director (Chairman) |
| 2. Mrs. Rita Narula |
Whole-Time Director |
| 3. Ms. Bhavana Sampath Kumar |
Non-Executive Independent Director |
| 4. Mr. Vinit Aggarwal |
Non-Executive Independent Director |
| 5. Mr. Karan Suri |
Non-Executive Director |
Your Company has following Key Managerial Personnel as on March 31, 2022:
| 1. Mr. Bhushan Kumar Narula |
Managing Director (Chairman) |
| 2. Mrs. Rita Narula |
Whole-Time Director |
| 3. Mr. Chandar Prakash* |
Chief Financial Officer (CFO) |
| 4. Ms. Dinky Bansal |
Company Secretary (CS) |
| *Appointed w.e.f. June 28, 2021. |
|
During the year under review, Appointments, Re-appointments and Resignations were as
follows:
Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Bhushan Kumar Narula,
Managing Director (Chairman) of the Company was liable to retire by rotation and being
eligible offered himself for reappointment, was re-appointed by the Members of the Company
at the 27 th Annual General Meeting of the Company held on September 29, 2021.
The shareholders at their meeting held on the same day had approved the increase in
payment of remuneration from ^45,000/- per month to ^75,000/- per month, w.e.f. October
01, 2021 to Mrs. Rita Narula, Whole Time Director for the remaining period of her tenure
ending on March 31, 2023, on the recommendation of Nomination & Remuneration Committee
and Board of directors.
Mr. Sanjay Bana, Chief Financial Officer of the Company resigned from the post of Chief
Financial Officer (CFO), w.e.f. March 01, 2021. Thereafter, the Company had appointed Mr.
Chandar Prakash as the Chief Financial Officer w.e.f. June 28, 2021.
Mr. B K Narula and Mrs. Rita Narula, are the Managing Director and Whole Time Director
of the Company, respectively and their present term of appointment is expiring on March
31, 2023, are proposed to be re-appointed as Managing Director and Whole Time Director,
respectively, by the Board on the recommendation of Nomination and Remuneration Committee
at their respective meeting held on September 03, 2022, for a period of 3 years w.e.f.
April 01, 2023, subject to the approval of Members of the Company. Accordingly, their
re-appointment has been proposed for approval of Members at the 28th Annual General
Meeting ("AGM").
Also, in accordance with the provisions of the Act, Mrs. Rita Narula, is liable to
retire by rotation at the ensuing AGM and being eligible, offers herself for
re-appointment.
Brief resumes of the abovementioned Directors being appointed / re-appointed, nature of
their expertise in specific functional areas, details of Directorship in other companies,
membership/ chairmanship of committees of the board and other details, as stipulated under
Regulation 36(3) of the SEBI Listing Regulations and the Secretarial Standard-2 issued by
the Institute of Company Secretaries of India, are given in the Notice forming part of the
Annual Report.
Your Board of Directors comprises of the following Directors as on date of this Report:
| 1. Mr. Bhushan Kumar Narula |
Managing Director (Chairman) |
| 2. Mrs. Rita Narula |
Whole-Time Director |
| 3. Ms. Bhavana Sampath Kumar |
Non-Executive Independent Director |
| 4. Mr. Vinit Aggarwal |
Non-Executive Independent Director |
| 5. Mr. Karan Suri |
Non-Executive Director |
Your Company has following Key Managerial Personnel as on date of this Report:
| 1. Mr. Bhushan Kumar Narula |
Managing Director (Chairman) |
| 2. Mrs. Rita Narula |
Whole-Time Director |
| 3. Mr. Chandar Prakash* |
Chief Financial Officer (CFO) |
| 4. Ms. Dinky Bansal |
Company Secretary (CS) |
| * Appointed w.e.f. June 28, 2021. |
|
Declaration by the Company
The Company has issued confirmation to its Directors, confirming that it has not made
any default under Section 164(2) of the Act, as on March 31, 2022.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of the Act,
read with the Schedules and Rules issued thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) and that they are
independent of management.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and are independent of management.
All the Independent Directors of the Company have registered their names in the data
bank for Independent Directors maintained by the Indian Institute of Corporate Affairs
(IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the
institute for the creation and maintenance of data bank of Independent Directors) and
paid requisite therefor.
Familiarization Programme for Independent Directors
The details of programmes for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company and related matters are put
up on the website of the Company at the web-link: http://orosil.in/investors/sebi-policies/famili-prog-for-indep-director.pdf.
14. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed
herewith as 'Annexure - A' to this Report.
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, doesn't form part of this Report. Having regard to the provisions
of the second proviso to Section 136 of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said information is available
for e-inspection during working hours of the Company and any member interested in
obtaining such information may write to the Company Secretary of the Company and the same
will be furnished on request.
15. BOARD AND COMMITTEE MEETINGS Board Meetings
During the year under review, 05 (Five) meetings of the Board of Directors were held on
June 28, 2021, July 16, 2021, August 18, 2021, November 13, 2021 and January 18, 2022.
The Notices and Agenda for these meetings was prepared and circulated in advance to the
Directors and few meetings were held at shorter notices. Necessary quorum was present in
all the meetings.
The gap between any two meetings was not more than one hundred and twenty days as
prescribed under Companies Act, 2013. The details of the Board meetings and attendance of
the Directors are as follows:
| S. No. Name of Directors |
No. of Board Meeting Held |
No. of Board Meetings attended |
| 1. Mr. B.K Narula |
5 |
5 |
| 2. Mrs. Rita Narula |
5 |
5 |
| 3. Ms. Bhavana Sampath Kumar |
5 |
4 |
| 4. Mr. Vinit Aggarwal |
5 |
4 |
| 5. Mr. Karan Suri |
5 |
5 |
Separate Meeting of Independent Directors
During the financial Year ended March 31, 2022, separate meetings of the Independent
Directors of the Company was held on June 28, 2021 and March 11, 2022, without the
presence of Executives and NonIndependent Directors, inter alia, to discuss:
a) Review of performance of Non- Independent Directors and the Board as a whole;
b) Review of performance of the Chairman of the Company, taking into account the views
of the Executive Directors and Non- Executive Directors.
The quality, quantity and timeliness of flow of information between the Company's
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
As on March 31, 2022, your Board has 03 (three) mandatory Committees, namely,
1) Audit Committee,
2) Nomination & Remuneration Committee,
3) Stakeholder Relationship Committee.
Audit Committee
The Audit Committee of the Company is duly constituted in accordance with the
provisions of Section 177 of the Companies Act, 2013. The terms of reference of the Audit
Committee covers the areas mentioned in Section 177 of the Act.
05 (five) meetings of the Audit Committee were held during the financial year under
review, June 28, 2021, July 16, 2021, August 18, 2021, November 13, 2021 and January 18,
2022.
The composition of the Audit Committee along with meeting & attendance details of
each member at the Audit Committee Meetings held during the financial year ended March 31,
2022 are as follows:
| S. No. Name |
Designation |
Category |
Meetings held |
Meetings attended |
| 1. Mr. Vinit Aggarwal |
Chairman |
Non-Executive Independent Director |
5 |
4 |
| 2. Ms. Bhavana S. Kumar |
Member |
Non-Executive Independent Director |
5 |
4 |
| 3. Mr. Karan Suri |
Member |
Non-Executive Director |
5 |
5 |
| 4. Mr. B K Narula |
Member |
Managing Director |
5 |
5 |
The Committee inter-alia reviews the adequacy of Internal Financial Controls and
Financial Statements before they are submitted to the Board for its approval.
All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board in
compliance with the requirements of Section 178 of the Act.
Nomination and Remuneration Committee, amongst others, is responsible for determining
the Company's policy on recruitment and remuneration of Directors/KMPs, Senior Management
Personnel and other employees of the Company. The terms of reference of the NRC Committee
covers the areas mentioned in Section 178 of the Act.
During the year ended March 31, 2022, 03 (three) meetings of the Nomination and
Remuneration Committee were held on June 28, 2021, August 18, 2021 and January 18, 2022.
The composition of the Nomination and Remuneration Committee and attendance details are
given below:
| S. No. Name |
Designation |
Category |
Meetings held |
Meetings attended |
| 1. Ms. Bhavana S. Kumar |
Chairman |
Non-Executive Independent Director |
3 |
3 |
| 2. Mr. Vinit Aggarwal |
Member |
Non-Executive Independent Director |
3 |
3 |
| 3. Mr. Karan Suri |
Member |
Non-Executive Director |
3 |
3 |
| 4. Mr. B K Narula |
Member |
Managing Director |
3 |
3 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
In accordance with the provisions of Section 178 of the Act, the Board of Directors
has, on the recommendation of the Nomination and Remuneration Committee, adopted a Policy
for selection and appointment of Directors, Senior Management, their remuneration and
their evaluation including criteria for determining qualifications, positive attributes,
independence of a director, key managerial personnel, senior management personnel and
other employees of your Company. The Policy on Board Diversity and Director Attributes has
been framed to encourage diversity of thought, experience, knowledge, perspective, age and
gender in the Board.
The Remuneration Policy for Directors, Key Managerial Personnel and all other employees
is aligned to the philosophy on the commitment of fostering a culture of leadership with
trust. The Policy aims to ensure that the level and composition of the remuneration of the
Directors, Key Managerial Personnel and all other employees is reasonable and sufficient
to attract, retain and motivate them to successfully run the Company.
The policy on appointment and remuneration to Directors can be accessed from the
following link: http://orosil.in/investors/sebi-policies/Appointment-and-Remuneration-Policy.pdf.
Stakeholder Relationship Committee (SRC)
The Stakeholder Relationship Committee was duly constituted by the Board of Director of
the Company at their meeting held on November 13, 2021, as per the provisions of Section
178 of the Act, 2013 and other applicable provisions, as the total number of Stakeholders
of the Company increased from 1000. The terms of reference of the SRC Committee covers the
areas mentioned in Section 178 of the Act.
During the year ended March 31, 2022, 1 (one) meeting of the Stakeholder Relationship
Committee was held on March 11, 2022.
The composition of the SRC and attendance details are given below:
| S. No. Name |
Designation |
Category |
Meetings held |
Meetings attended |
| 1. Mr. Vinit Aggarwal |
Chairman |
Non-Executive Independent Director |
1 |
1 |
| 2. Ms. Bhavana S. Kumar |
Member |
Non-Executive Independent Director |
1 |
1 |
| 3. Mr. Karan Suri |
Member |
Non-Executive Director |
1 |
1 |
| 4. Mr. B K Narula |
Member |
Managing Director |
1 |
1 |
16. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT
The Board of Directors has laid down the code of conduct for all the Board members and
members of the Senior Management of the Company. All the Board members and Senior
Management personnel have affirmed compliance with the code of conduct. The Declaration of
the same is annexed herewith in 'Annexure-B'.
The Directors have also confirmed that they have complied with the Company's Code of
Conduct and are not debarred to act as a Director by virtue of any SEBI order or any other
authority.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2022 and of the profit
and loss 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 of the Company on a 'going concern'
basis.
(e) the Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating effectively.
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems were adequate and operating effectively.
18. ANNUAL RETURN
Annual Return as provided under Section 92(3) of the Act read with the Companies
(Management and Administration) Rules, 2014, is available on the Company's website and can
be accessed through the link at http://orosil.in/investors/other-disclosures/annual-return-2020-21.pdf
Further, the Annual Return (i.e., e-form MGT-7) for Financial Year 2021 - 22 shall be
filed by the Company with the Registrar of Companies, Delhi, within the stipulated period
and the same can also be accessed thereafter on the Company's website at: http://www.orosiI.co.in
19. RELATED PARTY TRANSACTIONS
During the financial year under review, all material contracts or arrangements or
transactions entered into by the Company with related parties were in the ordinary course
of business and on an arm's length basis and were in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as applicable.
However, there was one material Related Party Transaction that was not in Ordinary
Course of Business and was placed before the members of the Company at their AGM held on
September 29, 2021 and not approved with requisite majority by members of the Company.
Accordingly, information of this transaction is given in form AOC-2 annexed as "Annexure-C"
of the Annual Report.
There are no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons, which may have potential
conflict with interests of the Company at large.
The details of Related Party Transactions are disclosed in Notes to the Financial
Statements attached to and forming part of the Annual Financial Statements.
The policy on materiality of Events is as follows: http://orosil.in/investors/sebi-policies/policv-on-
materiality.pdf.
20. MANAGEMENT DISCUSSION & ANALYSIS (MD&A) REPORT
The Management Discussion & Analysis Report for the year under review, as
stipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separate
section as 'Annexure-D', forming part of the Annual Report.
21. AUDITORS AND AUDIT REPORTS
A) STATUTORY AUDITOR
In accordance with the provisions of the Companies Act, 2013 read with relevant rules
there under, M/s PNG & Co., Chartered Accountants having FRN: 021910N, were appointed
as Statutory Auditors by the members in their 23rd Annual General Meeting held
on July 25, 2017, to fill the casual vacancy in the office of Auditors until the
conclusion of the 24th Annual General Meeting. The said appointment of
Statutory Auditors in casual vacancy arouse due to resignation of M/s Kumar Aggarwal &
Associates, Chartered Accountants.
On the recommendation of the Audit Committee, the Board recommended the re-appointment
of M/s PNG & Co., Chartered Accountants (FRN: 021910N) as the Statutory Auditors of
the Company for a fresh term of 5 consecutive years, i.e. from the conclusion of the 24th
Annual General Meeting held on 29th September, 2018 until the conclusion of 29 th
Annual General Meeting to be held in the year 2023, subject to ratification of the
appointment by the members, at every annual general meeting.
As per the notification issued by the Ministry of Corporate affairs (MCA) dated 7th
May, 2018 for the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors)
Amendment Rules, 2018, the appointment of Statutory Auditors is not required to be
ratified at every annual general meeting, therefore, no resolution for such ratification
is taken in the Notice of the ensuing AGM.
The Statutory Auditor of the Company has raised a qualification on the financial
statement in respect of non-current investment.
AUDITORS' REPORT
The Statutory Auditors of the Company have submitted report to the members of the
Company for the financial year 2021-22, which is qualified, containing the remark as
follows:
"Investments are stated at the fair value arrived on the basis of last available
audited financial statements of the invested entity."
Management's View: The Company has valued its investment as per the latest
available Financial Statements of the invested entity. The Audited Financial Statements
for the Financial Year ended March 31,2022 are not available with the Company.
The Audit Report is attached to the Financial Statements forming a part of this Annual
Report.
Total fee for all services paid by the Company to the statutory auditors for Statutory
Audit & Limited Review is Rs.72,500/- only.
B) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company has appointed M/s N K Chandok & Associates (COP No. 12930), Practicing Company
Secretaries to conduct Secretarial Audit for financial year 2021-22.
The Secretarial Audit Report for the Financial Year ended March 31, 2022, as received
in Form MR-3, is annexed herewith as 'Annexure-E' forming integral part of this
Report. The said report is containing remark which is stated below:
A) Observations/Non Compliances/ Adverse Remarks/ Qualifications in respect of the
Companies Act, 2013 and rules made there under are as follows:
As per Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Board of Directors shall ensure that a structured digital database is maintained
containing the names of such persons or entities as the case may be with whom information
is shared under this regulation along with the Permanent Account Number or any other
identifier authorized by law where Permanent Account Number is not available. The Company
has not maintained structured digital database till the closing the March 31, 2022 and is
in process of maintaining the same.
Management's View:
The Company is maintaining all the information, w.r.t. timing of sharing the
information and any modification thereof, and events in a protected Excel Workbook. The
Company has complied with the provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 and ensure the flow of UPSI is without leakage.
However, as on the date of this report, the Company has installed a Structured Digital
Database (SDD) named Insilysis, and from now onwards will be maintaining the information
in that only. The Company is in the phase of familiarising its Designated Persons with the
SDD portal.
C) INTERNAL AUDITOR
In compliance with the provisions of Section 138 of the Companies Act, 2013 read with
rule 13 of Companies (Accounts) Rules, 2014 the Board of Directors on the recommendation
of Audit Committee had appointed M/s D M A R K S & Associates, Chartered Accountants
(FRN: 006413N) as Internal Auditor of the Company for the financial year 2021-22.
D) COST AUDITOR
The Company was not required to appoint cost auditor for the financial year 2021-22
pursuant to Section 148 of the Companies Act, 2013.
MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013
The Company was not required to maintain cost records under Section 148 of the Act and
accordingly, such accounts and records are not made and maintained.
22. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual evaluation of its own performance, performance of its Committees and of the
Directors individually, as per the criteria laid down by the Nomination and Remuneration
Committee. The evaluation was carried out based on various parameters.
During the year under review, Independent Director met on June 28, 2021 and March 11,
2022, without the presence of non-independent directors and members of the management, to
discuss the evaluation of the Board, Committees and the Non-Executive Directors. The
discussions covered both strategic and operational aspects of the Board functioning, as
well as the quality, content and timeliness of the flow of information between the
Management and the Board. The inputs from the meeting were shared with the Nomination and
Remuneration Committee. The performance evaluation of the Independent Directors was
carried out by the entire Board.
The Directors expressed their satisfaction with the evaluation process.
23. RISK MANAGEMENT POLICY
The Business Risk Evaluation and Management is an on-going process within the
Organization. The Company has a structured Risk Management Policy to identify, monitor and
minimize risks and also identify business opportunities.
The Company has put in place risk minimization and assessment procedures, in order to
effectively and efficiently manage risk and address challenges.
The objective of Risk Management at Orosil Smiths India Limited is to create and
protect shareholder value by minimizing threats or losses and identifying and maximizing
opportunities. An enterprise wide risk management framework is applied so that effective
management of risks is an integral part of every employee's job.
Risk Management Policy adopted by the Company can be accessed at the following web
link: http://orosil.in/investors/sebi-policies/risk-management-policy.pdf.
24. PARTICULARS OF LOANS GIVEN, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The Company has not given any Loan and guarantee to any person or body corporate during
the financial year. The details of investments made by the Company are in Note No. 3 of
the Audited Financial Statements.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS DURING THE FINANCIAL YEAR 2021-22
During the year Financial Year 2021-22, there was no significant material order passed
by the Regulators or Courts or Tribunals that could impact the going concern status of the
Company and its future operations.
However, there are certain prior events which are as mentioned below:
-The company has given Bank Guarantee to Sales Tax authorities amounting to T1,15,000/-
as at March 31,2020.
-The Income Tax Demand relating to A.Y2017-18 wherein order demanding T56.52 lakh was
passed by Income Tax Department, Delhi. However, the Company has filed an appeal against
the same and the final order is yet to be passed by the authority.
-TDS demand of T56,000 is pending for the FY2019-20 and previous FY under Income Tax
Act, 1961.
Further, the Promoter and Promoter Group (as specified in the Shareholding Patterns
filed to the BSE), has received Notices dated February 22, 2022 and July 21, 2022, from
SEBI, in the matter of Orosil Smiths India Limited regarding violation of the provisions
of Regulation 11(2) read with Regulation 14, 15 and 18 of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997. The Company has made the requisite
disclosure dated February 24, 2022 and August 01, 2022, respectively, of the said notices
to BSE. The Noticees are taking corrective measures in this regard, but the final order is
yet to come.
However, there is no monetary or non-monetary impact on the Company of the said notices
received by Promoter & Promoter Group.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
There are no particulars as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of
energy, research & development, technology absorption during the year under review, as
the Company does not engage in manufacturing activity involving energy intensive
processes. However, the Company has taken sufficient steps towards general energy saving
techniques and conservation.
Further, there was no Foreign Exchange earnings and outgo during the financial year
2021-22.
27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, which commensurate with the size, scale and
complexity of its operations. M/s D M A R K S & Associates, Chartered Accountants, was
appointed as Internal Auditors of the Company during the year under review.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.
28. CODE FOR PREVENTION OF INSIDER TRADING
The Company has formulated a Code of practices and procedures for fair disclosure of
unpublished price sensitive information. The objective of this Code is to protect the
interest of shareholders at large, to prevent misuse of any price sensitive information
and to prevent any insider trading activity by dealing in shares of the Company by its
Directors, designated employees and other employees.
The code is uploaded on the website of the Company at: http://orosil.in/investors/code-of-fair-
disclosure/Code-of-Fair-Disclosure.pdf.
29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has established a Vigil Mechanism (Whistle Blower Policy) as per the
requirements of Section 177 of the Companies Act, 2013 for all the Directors and Employees
of the Company to report their genuine concerns or grievances relating to actual or
suspected fraud, unethical behavior, violation of the Company's code of conduct and leak
of unpublished price sensitive information etc. or any other event which would adversely
affect the interests of the business of the Company and which provides reassurance that
they will be protected from reprisals or victimization for whistle blowing.
During the year under review, the Company had not received any complaint under the
policy and no complaint was pending as on March 31, 2022.
Whistle Blowers may send their concerns/ complaints to the Chairman of Audit Committee
directly for appropriate action. The details of establishment of such mechanism have been
also disclosed on the website of the Company. It is affirmed that no personnel have been
denied access to the Audit Committee. The vigil mechanism (Whistle Blower Policy) may be
accessed on the Company's website at www.orosil.com.
30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting financial position of your Company have
occurred between the end of the financial year of the Company to which Financial
Statements relate and the date of this Report.
31. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The criteria of Corporate Social Responsibility as prescribed under Section 135 of the
Companies Act, 2013 is not applicable on the Company during the financial year 2021-22.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 (POSH ACT)
The Provisions of Prevention of Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013 are not applicable on the Company, as
the Company doesn't have minimum number of employees of its payroll as stipulated under
the POSH Act.
33. FRAUDS REPORTED BY AUDITORS
There are no such frauds reported by the Auditors to the Audit Committee or the Board
of Directors, which are committed against the Company by officers or employees of the
Company under Section 143(12) of the Companies Act, 2013.
34. INSOLVENCY AND BANKRUPTCY CODE, 2016
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the FY22.
35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, the Company has not availed any loan from Banks and
Financial Institutions, hence question of settlement doesn't arise.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute of
Company Secretaries of India, have been complied with. Your Company has complied with the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
37. POLICY FOR PRESERVATION OF DOCUMENTS
In accordance with regulation 9 of SEBI (Listing Obligations and Disclosures)
Regulations, 2015 the board has adopted a policy for preservation of documents which has
been uploaded on the website of the company under the web link http://orosil.in/investors/sehi-policies/policy-for-preservation-of-
docs.pdf
38. ANNUAL REPORT
The Annual Report containing, inter-alia, the audited financial statements, Boards'
Report, Auditors' Report, Management Discussion & Analysis (MD&A) Report and other
important information is circulated to shareholders and other stakeholders and is also
available on the Company's website at https:/ / orosil.com/pages/investor-annual-report.
39. LISTING OF SHARES
The equity shares of the Company are listed at the BSE Limited. The Annual Listing Fee
for the financial year 2021-22 has been paid to the Stock Exchange where the Shares of the
Company are listed.
40. DEPOSITORY SYSTEMS
The Company's shares are traded in Demat form only. Your Company's Scrip has come under
compulsory dematerialization w.e.f. November 29, 1999 for Institutional Investors and
w.e.f. January 17, 2000 for all Investors. So far, 98.91% of the equity shares have been
dematerialized.
The ISIN allotted to the equity shares of the Company is INE628B01034.
41. IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has not failed to implement any Corporate
Action within the specified time limit.
42. REPORTING PERIOD
The Financial Information is reported for the period April 01, 2021 to March 31, 2022.
Some parts of the Non-Financial Information included in this Board's Report are provided
as on the date of this Report.
43. CAUTIONARY STATEMENT
Statements in the report of Board of Directors and Management Discussions &
Analysis Report describing the Company's projections, estimates, expectations or
predictions may be 'forward looking statements' within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that would make a difference to the Company's
operations include demand supply conditions, raw material prices, changes in government
regulations, tax regimes and economic developments within the country and abroad and such
other factors.
44. PERSONNEL
Your Directors wish to place on record their sincere appreciation for the devoted
services of all the employees and workers at all levels and for their dedication and
loyalty, which has been critical for the Company's success.
ACKNOWLEDGEMENT
Your Directors would like to express their gratitude for the valuable assistance and
co-operation received from shareholders, bankers, government authorities, customers and
vendors. Your Directors also wish to place on record their appreciation for the committed
services of all the employees of the Company.
