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Omega Ag Seeds (Punjab) Ltd.

BSE: 519479 Sector: Others
NSE: N.A. ISIN Code: INE112B01013
BSE 00:00 | 18 Mar Omega Ag Seeds (Punjab) Ltd
NSE 05:30 | 01 Jan Omega Ag Seeds (Punjab) Ltd
OPEN 4.52
PREVIOUS CLOSE 4.52
VOLUME 1
52-Week high 4.52
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.52
Sell Qty 20.00
OPEN 4.52
CLOSE 4.52
VOLUME 1
52-Week high 4.52
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.52
Sell Qty 20.00

Omega Ag Seeds (Punjab) Ltd. (OMEGAAGSEEDS) - Director Report

Company director report

To the Members

OMEGA AG SEEDS PUNJAB LIMITED

Your Directors have pleasure in submitting their 29th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2021.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures are given hereunder:

(Amount in Rs. Lakhs)

Particulars As on 31st March 2021 As on 31st March 2020
Gross Income 62.21 20.69
Total Expenditure 878.40 18.57
Profit /Loss Before Tax (816.19) 2.13
Provision for Taxes / Deferred Tax 0.025 1.58
Net Profit/Loss (816.21) 0.55

2. OPERATIONAL HIGHLIGHTS;

During the financial year your company has incurred a net loss of Rs.816.21 lakhs asagainst Profit of Rs.0.55 lakhs of previous financial year.

3. INDIA ACCOUNTING STANDARDS;

The Company's financial statements have been prepared in accordance with IndianAccounting Standards ('Ind AS') complying with the requirements of the Companies Act 2013and guidelines issued by the Securities and Exchange Board of India (‘SEBI').

4. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

No changes in the nature of business has occurred affecting the business of the Companyduring the period under review.

6. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits.

7. TRANSFER TO RESERVES:

The Company has transferred an amount of Rs. -81621959/- to General Reserve out ofcurrent year's Loss and the same is in compliance with the applicable provisionsprescribed under the Companies Act 2013.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND (IEPF).

Since there was no dividend declared during the past seven years the provisions ofSection 125 of the Companies Act 2013 red with the IEPF authority (Accounting AuditTransfer and Refund) rules 2016 are not applicable to the company.

9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW U/S 173(1)

During the year Seven Board Meetings were convened. The intervening gap between theMeetings was in compliance with the Companies Act 2013. The Details of such BoardMeetings are hereunder:

Sl. No. Date of Board meeting Board strength No. of directors' present
1 30/05/2020 4 4
2 09/07/2020 4 4
3 10/08/2020 4 4
4 13/11/2020 4 4
5 05/12/2020 4 4
6 13/02/2021 4 4
7 29/03/2021 4 4

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Mr. Lakshmanarao Kondaveti as Managing Director Mr. VeeraVenkata Satyanarayana Aakana as Chief Financial Officer(CFO) Mr. Muppavarapu Chowdary Mrs. Vankadaru Geetha Rukmini and Mr. Aravapalli Venu acting as the directors of theCompany.

a) In the Board Meeting held on 29th March 2021 Ms. Surbhi Sharda appointed as CompanySecretary w.e.f.29th March 2021.

b) In the Board Meeting held on 29th March 2021 Mr. Aravapalli Venu appointed asAdditional Director w.e.f.29th March 2021.

c) In the Board Meeting held on 29th March 2021 Mr. Veera Venkata Satyanarayana Aakanafrom the position of Whole time Director w.e.f.29th March 2021.

11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged in the agri seeds processing/trading and therefore conservationof energy technology absorption etc. is nil. Since the Company has not done anyManufacturing operations during the year under review. However the Company follows apractice of purchase and use of energy efficient electrical and electronic equipment andgadgets in its operations.

There was no foreign exchange inflow or outflow during the year under review.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The Board formulated a Risk Management Policy on the recommendations of the AuditCommittee. The Policy provides for review of the operations of the organizationidentification of potential threats to the organization estimating the likelihood oftheir occurrence and then taking appropriate actions to address the most likely threats.The Policy also provides for periodical placement of such a report before the Board forits

review and to ensure that management controls risk through means of a properly definedframe work. In the opinion of the Board risk of fluctuations in raw material prices andchanges in Government Policies are the elements of risk that may threaten the existence ofthe Company.

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The provisions U/s 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibilities) Rules 2014 are not applicable to the company.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions that were entered into during the financial year were on arm's lengthbasis and were in the ordinary course of the business. There are no materially significantrelated party transactions made by the company with Promoters Key Managerial Personnel orother designated persons which may have potential conflict with interest of the company atlarge.

17. DECLARATION OF INDEPENDENT DIRECTORS

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(7) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 Clause 49 of the ListingAgreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Nomination & RemunerationCommittees.

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

According to the provisions of Section 177 of the Companies Act 2013 read with Rule 6and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 Board ofDirectors of your company constituted Audit Committee comprises of three Directors asmembers. Two-thirds of the members of audit committee are Independent directors.

All members of audit committee have the ability to read and understand basic financialstatements i.e. balance sheet profit and loss account and statement of cash flows andone member have accounting or related financial management expertise. The Chairman of theAudit Committee is an independent director.

The Audit Committee met four times during the year. Further details relating to AuditCommittee are dealt with in Corporate Governance Report forming part of this report.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement: -

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively: and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

21. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and specified employees in the course of day to day businessoperations of the company. The Company believes in "Zero Tolerance" againstbribery corruption and unethical dealings / behaviour in any form and the Board has laiddown certain directives to counter such acts. Such code of conduct has also been placed onthe Company's website.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instances of fraud andmismanagement if any. Staying true to our core values of Strength Performance andPassion and in line with our vision of being one of the most respected companies in Indiathe Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The said Policy ensures that strict confidentiality is maintained inrespect of whistle blowers whilst dealing with concerns and also specified that nodiscrimination will be meted out to any person for a genuinely raised concern.

23. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Venkatesh Challa bearing M. No 51859 and C.P. No.19040 Company Secretariesin Practice Hyderabad to conduct Secretarial Audit of the Company. Report of theSecretarial Audit in Form MR-3 for the financial year ended March 31 2020 is enclosed asAnnexure to the Report.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS

There were no qualifications reservations or adverse remarks made by the Auditors intheir report for the financial year ended 31st March 2020.

Pursuant to provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Risk and ComplianceCommittee during the year under review.

25. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Committee comprises three members and two of them areIndependent non executive Directors.

26. DEPOSITS

The Company has neither accepted nor renewed any deposits from public during the yearunder review and as such no amount on account of principal or interest on public depositswas outstanding as on the date of the balance sheet.

27. STATUTORY AUDITORS

M/s. Jaideep Gaddam & Associates Chartered Accountants Hyderabad were appointedas Statutory Auditors for a period of four years from the conclusion of this AnnualGeneral Meeting until the conclusion of 33rd Annual General Meeting. Their

continuance of appointment and payment of remuneration are to be confirmed and approvedin the ensuing Annual General Meeting. The Company has received a certificate from theabove Auditors to the effect that if they are reappointed it would be in accordance withthe provisions of Section 141 of the Companies Act 2013.

28. SHARES

a) Buy Back Of Securities

Your Company has not bought back any of its securities during the year under review.

b) Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

29. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future.

30. STATEMENT ON EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company is having Nomination and Remuneration Policy formulated by Nomination andRemuneration Committee and approved by the Board of Directors under Section 178 of theCompanies Act 2013. The Policy contains criteria for evaluation of the Board of its ownperformance during the year and that of its Committees and Individual Directors.

31. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

32. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and General Meetings (SS-2) which came into effect from 1 July 2015.

33. DISCLOSURE OF MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT:

Maintained cost records in compliance with the sub-section (1) of Section 148 of theCompanies Act 2013 are not applicable to the company

34. COMPLIANCE OF PROVISION RELATING TO CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEEUNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

The company has complied with the provision relating to constitution of InternalComplaints committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

35. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to customers shareholderssuppliers bankers consultants and various Government Authorities for their continuedsupport extended to your Company's activities during the year under review.

By Order of the Board For Omega AG Seeds (Punjab) Limited

-Sd- -Sd-
Place : Hyderabad K. Lakshmanarao A.V.V. Satyanarayana
Date : 09/09/2021 Managing Director CFO
DIN:07706939 DIN: 06962180

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