To
The Members,
Oswal Agro Mills Limited
Your directors take pleasure in presenting the 43rd Annual Report on the
business and operations of the Company together with the audited financial statements
(Standalone and Consolidated) for the financial year ended March 31, 2023:
1. FINANCIAL SUMMARY
The financial performance of the company for the financial year ended March 31, 2023 is
summarised in the table below: (Rs. in lakhs)
PARTICULARS |
Consolidated |
Standalone |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Revenue from Operations |
2,794.70 |
1,102.13 |
2,794.70 |
1,102.13 |
Other Income |
2,594.66 |
1,265.63 |
2,594.66 |
1,265.63 |
Total Revenue |
5,389.36 |
2,367.76 |
5,389.36 |
2,367.76 |
Expenses |
3,785.63 |
2,044.61 |
3,785.63 |
2,044.61 |
Profit before tax |
1,603.73 |
323.15 |
1,603.73 |
323.15 |
Tax expenses |
|
|
|
|
(i) Current tax |
418.82 |
92.31 |
418.82 |
92.31 |
(ii) Income tax for earlier years |
75.17 |
- |
75.17 |
- |
(iii) Deferred tax |
171.57 |
(39.69) |
171.57 |
(39.69) |
Profit for the year after tax |
938.17 |
270.54 |
938.17 |
270.54 |
Share of net profit of associate (net) |
1,449.54 |
1,638.79 |
- |
- |
Profit for the year after tax after considering share of net profit of
associate (net) |
2,387.71 |
1,909.33 |
- |
- |
State of the Company's affairs
During the financial year 2022-23, the Company was primarily engaged in the trading of
commodities. Apart from trading activities, the
Company also generated income from interest on inter-corporate deposits, trading in
mutual funds and other miscellaneous incomes.
Further, the Company has been carrying on real estate and other non-financial
activities since its inception. There was no change in nature of business of the Company
during the year under review.
Financial performance
A detailed analysis and insight into the financial performance & operations of your
Company for the year under review and appearing under the Management Discussion and
Analysis Report, which forms part of the Annual Report.
Standalone financials
During the year under review, the total revenue stood at Rs. 5,389.36 Lakh as compared
to Rs. 2,367.76 Lakh for the previous year 2021-22, profit before tax stood at Rs.
1,603.73 Lakh for the year under review as compared to Rs. 323.16 Lakh for the previous
year 2021-22.
Consolidated financials
During the year under review, your Company's consolidated total revenue stood at Rs.
5,389.36 Lakh as compared to Rs. 2,367.76 Lakh for the previous year 2021-22, profit
before tax stood at Rs. 1,603.73 Lakh for the year under review as compared to Rs. 323.15
Lakh for the previous year 2021-22 and the total comprehensive income stood at Rs.
2,445.24 Lakh as compared to Rs. 1,916.49 Lakh for the previous year 2021-22.
2. SUBSIDIARY AND ASSOCIATES
During the year ended March 31, 2023, the Company has only one associate namely Oswal
Greentech Limited. Save and except the same, no other company has become or ceased as a
subsidiary, associate, or joint venture of your company.
Consolidation of accounts
In pursuance of the provision of the Companies Act, 2013, and the rules framed
thereunder, SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and applicable Accounting Standards the Company has
prepared consolidated financial statements. The audited consolidated financial statements
alongwith Auditor's report and statement containing salient features of the financial
statement of
Associate Company (AOC-1) forms part of the Annual Report.
3. REPORT ON PERFORMANCE OF ASSOCIATE COMPANY AND ITS CONTRIBUTION TO THE
OVERALL PERFORMANCE OF
THE COMPANY
Oswal Greentech Limited (Associate Company)
Oswal Greentech Limited (OGL) is a listed company incorporated and domiciled in India
and has its principal place of business at 7th Floor, Antriksh Bhawan,
22, Kasturba Gandhi Marg, New Delhi-110001. Its shares are listed and traded on the BSE
Limited and the National Stock Exchange of India Limited ("Stock Exchanges").
The principal business of the associate company is trading and development of real estate
projects. Further, OGL also invests its surplus funds as interest bearing inter-corporate
deposits. During the year, OGL has recorded total revenue of Rs. 9,887.65 Lakhs and profit
after tax of Rs. 3,787.83 Lakhs.
4. DIVIDEND
With a view to conserve the scarce liquid resources of the Company, the Directors do
not recommend any dividend for the year ended March 31, 2023.
5. DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as
Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of
Deposits) Rules, 2014 and hence, the requirement for furnishing of details of deposits
which are not in compliance with the Chapter V of the Companies Act, 2013 is not
applicable.
6. RESERVES
Your directors do not propose to transfer any amount to the general reserve and entire
amount of profit for the year forms part of the Retained Earnings'.
7. DISCLOSURE UNDER SECTION 134(3)(l) of the Companies Act, 2013
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred after the end of the financial
year 2022-2023 and till the date of this report.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNALS
There were no significant or material orders passed by the regulators, courts and
tribunals during the year ended March 31, 2023.
9. AUDITORS
(i) Statutory Auditors and their report:
Members of the Company at the 42nd Annual General Meeting (AGM) held on
September 28, 2022 approved the appointment of
M/s Oswal Sunil & Company, Chartered Accountants (Registration No. 016520N) as the
Auditors of the Company to hold office for a term of 5 (five) consecutive years from the
conclusion of 42 nd Annual General Meeting till the conclusion of the 47th
Annual General
Meeting at such remuneration as shall be fixed by the Board of Directors of the
Company.
M/s Oswal Sunil & Company, Chartered Accountants have consented their appointment
as Statutory Auditors and have confirmed that if appointed, their appointment will be in
accordance with Section 139 read with Section 141 of the Companies Act, 2013.
M/s Oswal Sunil & Company, Chartered Accountants, have also provided confirmation
that they have subjected themselves to the peer review process of the Institute of
Chartered Accountants of India (ICAI) and hold a valid certificate issued by the
Peer Review Board' of the ICAI.
There are no qualifications, reservations or adverse remarks or disclaimers made by the
Auditors in their report on the Financial
Statements of the Company for the year ended March 31, 2023.
(ii) Secretarial Auditors and their report:
As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to
Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for
FY 2022-23 carried out by M/s. CT & Company, Company Secretaries, in Form MR-3
enclosed herewith as Annexure-A.
M/s CT & Company, Company Secretaries have been appointed to conduct the
secretarial audit of the Company for FY 2023-24. They have confirmed that they are
eligible for the said appointment.
Also, a secretarial compliance report for the financial year ended March 31, 2023 on
compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder,
was obtained from M/s CT & Company, Company Secretaries and submitted with the
National Stock Exchange of India Limited and BSE Limited.
The Secretarial Auditor's report doesn't contain any qualification or reservation
requiring explanation or adverse remark. During the financial year ended March 31, 2023,
Statutory Auditor and Secretarial Auditor have not reported any instance of fraud to the
Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder,
therefore, no disclosure is required under Section 134(3)(ca) of the Act.
(iii) Internal Auditors and their report:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made
thereunder, the Company had appointed
M/s SVP & Associates, Chartered Accountants, New Delhi as Internal Auditors of the
Company for the financial year ended March 31,
2023.
The Internal Auditor's reports are periodically submitted with the Audit Committee for
its review and further course of action thereon.
10. COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year 2022-23, the Company has complied with applicable Secretarial
Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors"
and "General Meetings", respectively.
11. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OF THE COMPANIES
ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors or the Secretarial Auditors of the Company have not reported any
frauds to the Board of Directors under Section 143(12) of the Companies Act, 2013,
including rules made thereunder.
12. ANNUAL RETURN
Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return
(Form MGT-7) as on March 31, 2023 is available on the Company's website at
https://oswalagromills.com/uploads/reportreturnfile/return_document_55087497.pdf
13. TRANSACTIONS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a policy on Related Party Transaction. The policy intends to ensure
that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and related parties.
All contracts /arrangements /transactions entered into by the Company with related
parties during the year under review, were in ordinary course of business of the Company
and on arms' length terms. The related party transactions were placed before the Audit
Committee for review and/or approval. During the year, the Company had entered into
Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual
consolidated turnover as per the last audited financial statements, with Jindal Steel and
Power Limited. These transactions were in the Ordinary Course of Business and at Arm's
Length Basis, therefore, provisions of Section 188(1) and related disclosure under 188(2)
of the Act were not applicable. However, the details, in this regard, as required to be
provided under section 134(3) (h) of the Act, are given in Form AOC-2, which is annexed
herewith as Annexure-B.
Details of all transactions with related parties are given in Note No. 38 of Notes
forming part of Financial Statements.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
In accordance with the applicable provisions of the Act, Mr. Anil Kumar Bhalla (DIN:
00587533), Director liable to retire by rotation at the ensuing AGM, being eligible, has
offered himself for re-appointment. Your Directors commend re-appointment of Mr. Anil
Kumar Bhalla as
Director, for approval of the members, at the ensuing AGM.
The disclosures in respect to appointment/re-appointment of Directors as required under
Regulation 36 of the Listing Regulations and the Secretarial Standards on General Meeting
(SS-2') are given in the Notice of ensuing AGM, forming part of the Annual Report.
On account of an inadvertent typographical error, in all prior communications
appertaining to the re-appointment of Mr. Mohinder Pal Singh (DIN: 08155393) as an
IndependentDirectoroftheCompanyforthesecondandfinalterm, including the resolution passed
in 42 nd Annual General Meeting held on September 28, 2022, the period of
re-appointment of Mr. Mohinder Pal Singh was inadvertently stated as "second and
final term of five years commencing with effect from July 6, 2023 till July have been
"commencing from July 06, 2023 till July 5, 2028". The said error was neither
wilful nor wanton. Mr. Mohinder Pal Singh has duly acknowledged that his second tenure as
Independent Director of the Company for the period of 5 years shall commence from July 06,
2023 till July 5, 2028.
As reported earlier,
(i) Mr. Pulkit Gupta (DIN: 07026809) , Non-executive and Independent Director of the
Company, has resigned from the position of Director of the Company w.e.f. June 28, 2022 on
account of personal reasons. The Board has placed on record its deep appreciation for the
invaluable support and guidance received from Mr. Gupta during his association as a
Non-executive Independent Director of the Company.
(ii) The Board of Directors, upon the recommendation of Nomination & Remuneration
Committee, at their meeting held on July 6, 2022, has appointed Mr. Himanshu Agarwal (DIN:
09643966) as Non-executive and Independent Director of the Company w.e.f. July 6, 2022 for
an initial term of 5 years which was subsequently approved by the shareholders of the
Company at their 42nd AGM held on September 28, 2022.
Declaration from Independent Directors: The Company has received all the
applicable declarations as prescribed under both, the Act and Listing Regulations from
each Independent Director and they meet the criteria of Independence and have registered
themselves on the databank of Independent Directors maintained by the Indian Institute of
Corporate Affairs.There have been no circumstances affecting their status as independent
directors of the Company. They have complied with the Code for Independent Directors
prescribed under Schedule
IV to the Act. No Director of the Company is disqualified under any law to act as a
director.
Further, all the Independent Directors have registered themselves with the Indian
Institute of Corporate Affairs for the inclusion of their name in the databank of
Independent Directors, pursuant to Rule 6(1) of Companies (Appointment and Qualification
of Directors) Rules, 2014. Further they have confirmed that they shall comply with other
requirements, as applicable under the said rule.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/ Committee of the Company.
In the opinion of the Board, they fulfil the condition for appointment/ re-appointment
opinion of the Board, the Independent Directors also possess the attributes of integrity,
expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014.
Key Managerial Personnel
During the financial year 2022-23, Ms. Anjali Aggarwal, Company Secretary (KMP) &
Compliance Officer of the company submitted her resignation from the position w.e.f. close
of working hours of November 24, 2022 due to personal reasons. The Board appreciated the
valuable services rendered by Ms. Anjali during her tenure as Company Secretary &
Compliance Officer of the Company.
The Board of Directors upon the recommendation of Nomination & Remuneration
Committee at its meeting held on February 10, 2023, appointed Mr. Govind Surya Singh as
the Company Secretary (KMP) & Compliance Officer of the company
Remuneration Policy
The Remuneration Policy of the Company on appointment and remuneration of Directors,
KMPs & Senior Management including the criteria for determining the qualifications,
positive attributes and independence of Directors is enclosed asAnnexure-C to this
report.
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:
(i) in the preparation of the Annual Accounts, the applicable accounting standards have
been followed and there are no material departures;
(ii) they 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 at the end of the financial year and of the profit
of the Company for that period;
(iii) they 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;
(iv) they have prepared annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operate effectively;
(vi) they have 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 of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants 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 and effective during the financial year 2022-23.
16. AUDIT COMMITTEE
As on the date of this report, the Audit Committee of the Board of Directors of the
Company comprised of 4 (Four) members, namely Mr. Mohinder Pal Singh, Mrs. Aruna Oswal,
Mr. Himanshu Agarwal and Mr. Dhiraj Gupta, out of them 3 members are Independent
Directors. Mr. Mohinder Pal Singh, an Independent Director, is the Chairperson of the
Audit Committee. During the Financial year 2022-23, the Audit
Committee has met 5 (five) times dated 30.05.2022, 10.08.2022, 29.08.2022, 11.11.2022
and 10.02.2023. The Audit Committee reviewed the financial statements for each quarter/
financial year ended March 31, 2023 and has not given any adverse observations.
Further, Mr. Himanshu Agarwal, was inducted as member of the Audit Committee w.e.f.
July 6, 2022 in place of Mr. Pulkit Gupta who ceased to be member of the Audit Committee
w.e.f. June 28, 2022.
The Board accepted the recommendations of the Audit Committee as and whenever made by
the Committee during the year.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure-D of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
The Policy is available on the website of the Company at
https://oswalagromills.com/FAQ_REPORT_IMG_DIRannouncement_report_document_25503752.pdf
18. COST RECORDS
As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 as amended, the
Company confirms that maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable on the
Company.
19. DISCLOSURE ON VIGIL MECHANISM
Your company is deeply committed to highest standards of ethical, moral and legal
business conduct. It ensures that it provide a respectful working environment not only for
all its employees, but for all external parties too. Accordingly, the Board of Directors
has formulated Vigil Mechanism which is in compliance with the provisions of Act &
Rules made thereunder, and Listing Regulations through which Directors, employees and
business associates may report unethical behaviour, malpractices, wrongful conduct, fraud,
violation of Company's code of conduct without fear of reprisal. This Mechanism provides
for adequate safeguards against victimization of the Whistle Blower.
It is affirmed that no personnel of the Company have been denied access to the Audit
Committee. The Vigil Mechanism has been posted on the website of the Company at
https://oswalagromills.com/FAQ_REPORT_IMG_DIRannouncement_report_document_64455111.pdf.
20. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the Securities and Exchange
Board of India ("SEBI"). The Company always places major thrust on managing its
affairs with diligence, transparency, responsibility and accountability thereby upholding
the important dictum that an organisation's corporate governance philosophy is directly
linked to high performance.
The Company is committed to adopting and adhering to established world-class corporate
governance practices. The Company understands and respects its fiduciaryrole and
responsibility towards its stakeholders and society at large, and strives to serve their
interests, resulting in creation of value and wealth for all stakeholders. The report on
Corporate Governance as stipulated under the Listing Regulations forms part of the Annual
Report. The compliance report on corporate governance and a certificate from M/s. CT &
Company, Company Secretaries,
New Delhi, regarding compliance of the conditions of corporate governance, as
stipulated under Chapter IV of Listing Regulations is attached herewith as Annexure-E
to this report.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Management Discussion and Analysis Report for the year under review is
presented in a separate segment which is forming part of the Annual Report.
22. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at
Workplace Act") and Rules framed therein an Internal Complaints Committee has also
been set up to redress complaints received regarding sexual harassment.
The Company is committed to providing a safe and conducive work environment to all of
its employees and associates and it is ensured organization wide dissemination of the
Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by
conducting sessions throughout the Company.
The following is a summary of sexual harassment complaints received and disposed of
during the year:
a) Number of complaints pending at the beginning of the year |
NIL |
b) Number of complaints received during the year |
NIL |
c) Number of complaints disposed off during the year |
NIL |
d) Number of cases pending at the end of the year |
NIL |
The Policy for Prohibition, Prevention and Redressal of Sexual Harassment at Workplace
is posted on the website of the Company at
https://oswalagromills.com/FAQ_REPORT_IMG_DIRannouncement_report_document_69903259.pdf
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
(A) The information required under section 197 of the Companies Act, 2013 read with
rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
(a) Ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year
2022-23:
S. No. Name of Directors |
Ratio to median remuneration |
1 Dr. Aruna Oswal |
NA |
Chairperson & Non-executive Director |
|
2 Mr. Bhola Nath Gupta |
6.08:1 |
Wholetime Director & Chief Executive Officer |
|
3 Mr. Anil Kumar Bhalla |
NA |
Non-executive Director |
|
4 Mr. Mohinder Pal Singh* |
NA |
Non-executive Independent Director |
|
5 Mr. Dhiraj Gupta* |
NA |
Non-executive Independent Director |
|
6 Mr. Himanshu Agarwal* |
NA |
Non-executive Independent Director |
|
(b) The percentage increase in remuneration of each Director and KMP viz, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the financial year
2022-23:
S. No. Name of Directors and KMP |
% increase in remuneration in the financial year |
1 Dr. Aruna Oswal |
NA |
Chairperson & Non-executive Director Mr. Bhola Nath Gupta |
|
2 Wholetime Director & Chief Executive Officer |
NIL |
3 Mr. Anil Kumar Bhalla |
NA |
Non-executive Director |
|
4Mr. Mohinder Pal Singh* |
NA |
Non-executive Independent Director |
|
5Mr. Dhiraj Gupta* |
NA |
Non-executive Independent Director |
|
6Mr. Himanshu Agarwal* |
NA |
Non-executive Independent Director |
|
Mr. Parveen Chopra |
|
7 Chief Financial Officer |
8.51% |
8 Ms. Anjali Aggarwal (upto 24.11.2022) |
NIL |
Company Secretary |
|
9 Mr. Govind Surya Singh (w.e.f. 10.02.2023) |
NIL |
Company Secretary |
|
*The Independent Directors are entitled to receive sitting fees for meetings of
Board and Committees thereof.
(c) The percentage increase in the median remuneration of employees in the financial
year: 8.56%
(d) The number of permanent employees on the roll of the Company (as on March 31,
2023): 28
(e) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: There has
been 0.55% change in the average % managerial increase while for others it is about
10.32%. During the year, there was no actual increase in the remuneration/ salaries of
managerial personnel as well as other employees of the company. The given ratios and
percentage increase are based on the changes in total remuneration paid during the
financial year as compared to previous financial year and due to any change in allowances
paid on actual basis to managerial personnel or to any employee e.g. payment of LTA,
medical allowances, leave encashment and overtime allowances etc. on account of addition
of new employees in Company during the financial year 2022-23. (f) Affirmation that
remuneration is as per the remuneration policy of the Company: The Company affirms
remuneration is as per the remuneration policy of the Company.
Note: Leave encashment by any employees/ managerial personnel during the
financialyear 2022-23 in terms of the company's policy has not been included in the above.
(B) PARTICULARS OF EMPLOYEES
Sl. No. Name |
Designation |
Age (Yrs) |
Qualification |
Remu- neration (Rs in Lakhs) |
Date of Commence- ment of Employment |
Experi- ence (Yrs) |
Last Employment Held & Designation |
1. Mr. Bhola Nath Gupta |
Whole Time Director & CEO |
73 |
B. Sc. Agri. Engg. MBA |
33.20 |
01.04.2014 |
49 |
GM (Com.), Oswal Greentech Limited |
2. Mr. Mahesh C Rawal |
Manager Accounts |
66 |
CA (Inter), B.Com |
28.55 |
01.01.2017 |
39 |
Accounts Manager, Oswal Greentech Limited |
3. Mr. Parveen Chopra |
CFO |
66 |
B.Com |
26.09 |
01.04.2014 |
42 |
Accounts Manager, Oswal Greentech Limited |
4. Mr. T R Jawaharlal |
Officeron Special Duty |
64 |
B.Com (HR) |
23.70 |
01.06.2017 |
42 |
Officer on Special Duty, Oswal Greentech Limited |
5. Mr. Vinaya Ram Chamoli |
Manager- Accounts |
65 |
B.com (Hons.) |
18.37 |
01.04.2021 |
41 |
Manager Accounts. Oswal Greentech Limited |
6. Mr. Sanjay Kumar Singh |
Manager-Legal |
52 |
LLB |
15.18 |
01.04.2021 |
26 |
Manager-Legal, Oswal Greentech Limited |
7. Mr. Yogender Kumar Gautam |
Assistant Manager- Secretarial |
58 |
Masters in Computer Science |
9.25 |
01.04.2021 |
36 |
Assistant Manager- Oswal Greentech Limited |
8. Mr. Muktilal Bhurtal |
Sr. Assistant |
62 |
Inter |
8.84 |
01.01.2017 |
40 |
Sr. Assistant, Oswal Greentech Limited |
9. Mr. Vir Bahadur Singh |
Supervisor |
57 |
Inter |
7.99 |
01.01.2017 |
30 |
Supervisor, Oswal Greentech Limited |
10. Mr. Noch Bahadur Mathara |
Sr. Assistant |
45 |
Inter |
6.71 |
01.01.2017 |
15 |
Sr. Assistant, Oswal Greentech Limited |
24. BOARD EVALUATION
The Board of Directors have carried out formal annual evaluation of its own
performance, Board Committees and individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements as prescribed by the Listing Regulations.
The Nomination & Remuneration Committee framed questionnaires for evaluation of
performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders'
Relationship Committee, Nomination & Remuneration Committee & Corporate Social
Responsibility Committee); Individual directors and the Chairperson, on various criteria
outlined in the Guidance Note on Board Evaluation' issued by SEBI on January 5,
2017.
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, contribution at the meetings, focus on governance
information and functioning, etc. The performance of the Committees was evaluated by the
Board after seeking inputs from Committee members on the basis of the criteria such as the
composition of Committees, effectiveness of Committee meetings, compliance and control
etc.
The Board 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 Chairperson was also evaluated
on the key aspects of her role.
25. INDEPENDENT DIRECTORS MEETING
In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV
of the Act. The Independent Directors of the Company met on February 10, 2023, inter alia
review and discuss the following:
(i) Review the performance of non-Independent Directors and the Board of Directors as a
whole;
(ii) Review the performance of the Chairperson of the Company, taking into account the
views of the Executive and Non-Executive Directors;
(iii) Assess the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
26. NUMBER OF MEETINGS OF BOARD
During the financial year ended March 31, 2023, the Board met 8 (eight) times on
30.05.2022, 06.07.2022, 10.08.2022, 29.08.2022,11.11.2022, 25.11.2022, 02.02.2023 and
10.02.2023. For further details regarding these meetings, Members may please refer to the
Report on Corporate Governance, which forms part of the Annual Report.
COMMITTEES OF THE BOARD
At present, four standing committees of the Board of Directors are in place viz. Audit
Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee
and Corporate Social Responsibility Committee which have been constituted in accordance
with the applicable provisions of the Act and Listing Regulations. During the year under
review, recommendations of these committees were accepted by the Board of Directors. For
more details on the composition of the Committees, meetings held during the year, the
Members may please refer the Report on Corporate Governance which forms part of the Annual
Report.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Adequate internal control systems commensurate with the nature of the Company's
business, size and complexity of its operations are in place and have been operating
satisfactorily.
Internal control systems comprising of policies and procedures are designed to ensure
reliability of financial reporting, timely feedback on achievement of operational and
strategic goals, compliance with policies, procedure, applicable laws and regulations.
Internal control systems are designed to ensure that all assets and resources are acquired
economically, used efficiently and adequately protected. Adequacy of internal financial
control with reference to financial statements: The Internal Financial Controls with
reference to financial statements as designed and implemented by the Company are adequate.
During the year under review, no material or serious observation has been received from
the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or
inadequacy of such controls.
28. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION
186 OF COMPANIES ACT, 2013
Particulars of loans given are provided under Note No. 40 to the financial statement.
Particulars of investment made are provided under Note No. 5, 6 and 12 to the financial
statement provided in this Annual Report. The Company has not given any guarantee or
security in connection with a loan to any other body corporate or person.
29. PARTICULARS OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE
EARNINGS AND OUT GO
(A) Information regarding conservation of energy and technology absorption: At Oswal
Agro Mills Limited, our continuous approach is towards achieving maximum energy efficiency
and absorption of technology in our operations and initiatives undertaken by the Company.
(B) Foreign exchange earning and outgo: During the year under review, there were no
foreign exchange earnings and outgo.
30. RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedures,
which are reviewed by the Board periodically.
Our risk management framework is designed to be simple, consistent and clear for
managing and reporting risks from the Group's businesses to the Board. Our management
systems, organizational structures, processes, standards and code of conduct together form
the system of internal controls that govern how we conduct business and manage associated
risks. We have a multi-layered risk management framework to effectively mitigate the
various risks, which our businesses are exposed to in the course of their operations.
Major risks identified by businesses and functions are systematically addressed through
mitigating actions. Risk officers have also been formally nominated at operating
businesses, as well as at Group level, to develop the risk-management culture within the
businesses.
Our Risk Management Framework is designed to help the organization to meet its
objectives through alignment of operating controls with the Company's mission and vision.
In the opinion of the Board there has been no identification of elements of risk that may
threaten the existence of the Company.
The audit committee has additional oversight in the area of financial risks and
controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
The risk management policy has been posted on website of the Company at
https://oswalagromills.com/FAQ_REPORT_IMG_DIRannouncement_report_document_64543791.pdf
31. CODE OF CONDUCT
In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company
has in place the policies/ codes which are revised from time to time according to
applicable laws or as per need. The members of the Board and senior management personnel
have affirmed the compliance with Code applicable to them during the year ended March 31,
2023.
The annual report of the Company contains a certificate by the CEO and Wholetime
Director in terms of Listing Regulations on the compliance declarations received from
Independent Directors, Non-Executive Directors and Senior Management.
32. GENERAL
Your Directors state that during the financial year ended March 31, 2023, no disclosure
is required in respect of following matters, as there were no transactions/events in
relation thereto:
1. The Company had not issued any shares (including sweat equity shares) to Directors
or employees of the Company under any scheme.
2. There was no change in the share capital of the Company.
3. The Company had not issued any equity shares with differential rights as to
dividend, voting or otherwise.
4. The Company does not have any Employee Stock Option Scheme.
5. There were no proceedings initiated/ pending against your Company under the
Insolvency and Bankruptcy Code, 2016.
6. There was no instance of onetime settlement with any Bank or Financial Institution.
33. HUMAN RELATIONS
Human resources play a significant role in your Company's growth strategy. Your Company
emphasized on talent nurturing, retention and engaging in a constructive relationship with
employees with a focus on productivity and efficiency and underlining safe working
practices.
The Board of Directors would like to take this opportunity to place on record its
appreciation for the committed services and contributions made by the employees of the
Company during the year.
34. LISTING
Presently, the Company's equity shares are listed on the following Stock Exchanges:
(a) The National Stock Exchange of India Limited, Mumbai
(b) BSE Limited, Mumbai
35. APPRECIATION AND ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their sincere gratitude for
assistance and co-operation received from Central & State
Governments, banks, financial institutions, shareholders, business associates and
esteemed customers for their continued support and assistance during the year.
Your Directors also place on record their appreciation for the excellent contribution
made by all employees of Oswal Agro Mills Limited through their commitment, competence,
co-operation and diligence to duty in achieving consistent growth of the Company.