You are here » Home » Companies » Company Overview » Orosil Smith India Ltd

Orosil Smith India Ltd.

BSE: 531626 Sector: Consumer
NSE: N.A. ISIN Code: INE628B01034
BSE 00:00 | 22 Jul 3.10 0
(0.00%)
OPEN

3.10

HIGH

3.10

LOW

3.10

NSE 05:30 | 01 Jan Orosil Smith India Ltd
OPEN 3.10
PREVIOUS CLOSE 3.10
VOLUME 1
52-Week high 6.52
52-Week low 1.85
P/E
Mkt Cap.(Rs cr) 13
Buy Price 3.20
Buy Qty 500.00
Sell Price 3.10
Sell Qty 1549.00
OPEN 3.10
CLOSE 3.10
VOLUME 1
52-Week high 6.52
52-Week low 1.85
P/E
Mkt Cap.(Rs cr) 13
Buy Price 3.20
Buy Qty 500.00
Sell Price 3.10
Sell Qty 1549.00

Orosil Smith India Ltd. (OROSILSMITH) - Director Report

Company director report

To

The Members

Orosil Smiths India Limited

Your Directors have pleasure in presenting 25 th Annual Report together with theAudited Financial Statements along with the Report of Auditors for the financial yearended 31st March 2019.

FINANCIAL SUMMARY/HIGHLIGHTS

The highlights of the financial performance of the Company for the financial year ended31st March 2019 as compared to the previous financial year are as under:

Amount (Rs. in Lakh)
Particulars Financial year ended 31st March 2019 Financial year ended 31st March 2018
Revenue from Operations 159.05 375.66
Other Income 0.85 1.09
Total Income 159.91 376.75
Total expenditure excluding 181.43 360.01
Depreciation
Add: Depreciation 16.66 19.88
Total expenditure 198.09 379.89
Profit/ (Loss) Before Tax & (38.18) (3.14)
Exceptional Item
Exceptional Item 11 0
Profit/ (Loss) Before Tax (49.18) (3.14)
Tax Expenses:
Current Tax 0 0
Deferred Tax 0 0
Previous Year Adjustment 0 0
Profit / (Loss) after Tax (49.18) (3.14)
Other Comprehensive Income (0.14) 0.19
Total Comprehensive Income (49.32) (2.94)

FINANCIAL PERFORMANCE/OPERATIONAL REVIEW

The revenue from operations and other income for financial year under review were Rs.159.05 Lakh as againstRs. 375.66 Lakh for the previous financial year registering declineof 57.66% in the current year in comparison to the corresponding previous year. The netloss was Rs. 49.18 Lakh for the Financial Year under review as against loss ofRs. 3.14Lakh for the previous financial year.

In accordance with the provisions of Section 136 of the Companies Act 2013 the AnnualReport of the Company containing therein its Standalone Financial Statements will be madeavailable on the website of the Company at web link https://www.orosil.com/annual-report.Any member who is interested in obtaining a copy of the Annual Report may write to theCompany at the Corporate Of ice of the Company. Further a detailed analysis of Company'sperformance is included in the Management Discussion and Analysis which forms part ofthis Annual Report.

STATE OF COMPANY'S AFFAIRS

Orosil Smiths India Limited is a company incorporated on 01 June 1994 primarily engagedin the business of Manufacturing fabrication Sale Purchase Traders/ Dealers of allkinds of Gold Silver Silver Ornaments/ Utensils and all other items of Gold Silver andallied business.

Due to growth of trade in jewellery in the online medium the Company has opened theaccount to sell their silver jewellery products on Flipkart.com. The company is o eringsilver jewellery under "Kuhjohl" brand. Earlier company was o ering sale of"Kuhjohl" Jewellery on its own website namely; www.orosil.com.

Your directors expect that there will be further improvement in overall performance inthe coming years and looking for expansion of business in the sector of manufacturing ortrading of all kinds of fashionable garments.

DIVIDEND

Due to losses incurred by the Company your Directors have considered it financiallyprudent to not to declare any dividend. Therefore no dividend has been recommended forthe year ended 31 March 2019.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves and Surplus during the yearunder review.

DEPOSITS

The Company has not accepted/received any Deposits within the meaning of Section 73 to76 of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014 duringthe financial year ended 31 March 2019.

Further there was no outstanding public deposits and unclaimed deposits as at 31 March2019.

SHARE CAPITAL

During the year under review the Company did not issue Equity Shares and PreferenceShares. The paid- up Share Capital as on 31 March 2019 was Rs. 52200000/-.

Further The Company has neither issued shares with di erential voting rights nor sweatEquity Shares.

PROCEED FROM PUBLIC ISSUE RIGHT ISSUE PREFERENTIAL ISSUE

During the financial year 2018-19 the Company did not raise capital through publicrights and for preferential issue.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in nature of business of your company during the year underreview.

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATES COMPANY

The Company does not have any Subsidiary Joint Venture and Associate Company. Duringthe year under review no company has become or ceased to be its subsidiary joint ventureor associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Ms. Shefali Kesarwani resigned from the post of CompanySecretary w.e.f. 13 January 2019.

Mr. Bhushan Kumar Narula Managing Director of the Company was liable to retire byrotation and being eligible o ers himself for re-appointment was re-appointed by theMembers of the Company in the Annual General Meeting of the Company held on 29September2018.

In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Ms. Rita Narula Whole time Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligible oers herself for reappointment.

Brief resume of Ms. Rita Narula nature of expertise in speci ic functional area andthe name of the companies in which she holds the Directorship etc. is given in the noticeconvening the Annual General Meeting.

In accordance with the provisions of Section 149 152 160 161 and other applicableprovisions of the Companies Act 2013 Ms. Bhavana Sampath Kumar who has been appointed in2014 is being appointed as Independent Director of the Company subject to approval ofMembers by way of special resolution in the AGM.

Brief resume of Ms. Bhavana Sampath Kumar nature of expertise in speci ic functionalarea and the name of the companies in which she holds the Directorship etc. is given inthe notice convening the Annual General Meeting.

However post financial year Ms. Himanshi was appointed as Company Secretary andCompliance Of icer of the Company w.e.f. 3 August 2019.

It may be noted that post financial year Pursuant to the recommendation of Nominationand Remuneration Committee Board of Directors and subject to the approval of Members ofthe Company Mr. Bhushan Kumar Narula is drawing remuneration of Rs. 60000 per monthw.e.f. 1 July 2019.

No. of Directors and Key Managerial Personnel as on date of this report are

Mr. Bhushan Kumar Narula Managing Director (Chairman)
Ms. Rita Narula Whole Time Director
Ms. Bhavana Sampath Kumar Non- Executive Independent Director
Mr. Vineet Aggarwal Non- Executive Independent Director
Mr. Karan Suri Non-Executive Director
Mr. Sanjay Bana Chief Financial Of icer (CFO)
Ms. Himanshi Company Secretary

NUMBER OF MEETINGS OF THE BOARD

During the year under review 4 (Four) Board Meetings were held on May 26 2018 August142018 November 14 2018 February 09 2019.The agenda and Notice for the Meetings isprepared and circulated in advance to the Directors. The necessary quorum was present inall the meetings. The gap between any two meetings was not more than one hundred andtwenty days as prescribed under Companies Act 2013. A separate meeting of the ndependentIDirector of the Company was also held on 9th February 2019.

The details of the Board Meetings and attendance of the Directors are as follows:

S.No Name of Directors No. of Board Meeting Held during the year No. of Board Meetings Attended
1. Mr. B.KNarula 4 4
2. Ms. RitaNarula 4 4
3. Ms. Bhavana Sampath Kumar 4
4. Mr. Vineet Aggarwal 4 4
5. Mr. Karan Suri 4 4

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) and 134(5) of the Companies Act 2013 yourDirectors hereby state that:

I. in the preparation of the Annual Accounts for the financial year ended 31st March2019 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.;

ii. 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 a airs of the Company at the end of the financial year and ofthe pro it or loss of the Company for the year under review;

iii. the Directors had taken proper and suf icient 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;

iv. the Directors had prepared the Annual Accounts for the year ended 31st March 2019on a going concern basis.

v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operating eectively;

vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating e ectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 andother applicable Regulations etc. Declarations have been received from all IndependentDirectors of the Company that they meet the criteria of independence and that they are notaware of any circumstance or situation which exist or may be reasonably anticipated thatcould impair or impact their ability to discharge their duties with an objectiveindependent judgement and without any external in luence as laid down under Section149(6) of the Companies Act2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 (Listing Regulations).

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the financial Year ended 31 March 2019a Separate Meeting of the IndependentDirectors of the Company was held on February 09 2019 at the corporate of ice of theCompany 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 viewsof the Executive Directors and Non- Executive Directors.

c) The quality quantity and timeliness of flow of information between the Company'sManagement and the Board that is necessary for the Board to e ectively and reasonablyperform their duties.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return pursuant to section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 in prescribedForm MGT-9 forms part of the Board Report is annexed as "Annexure-A".

RELATED PARTY TRANSACTIONS

st

During the Financial Year ended 31 March 2019 all contracts or arrangements ortransactions entered into by the Company with related parties were in the ordinary courseof business and on an arm's length basis and were in compliance with the applicableprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as applicable. There are no materially signi icantrelated party transactions made by the Company with Promoters Key Managerial Personnel orother designated persons which may have potential con lict with interests of the Companyat large. The details of Related Party Transactions are disclosed in Notes to theFinancial Statements attached to and forming part of the Annual Financial Statements andalso stated in Form AOC-2 annexed as "Annexure B". The Policy on dealingwith related party transactions and on determining materiality of related partytransactions may be accessed on the Company's website at the link:-https://www.orosil.com/policies-under-sebi-act-1611

AUDITORS

In accordance with the provisions of the Companies Act 2013 & rules thereunderM/s PNG & Co. Chartered Accountants having FRN 021910N were appointed as StatutoryAuditors of the Company by the members in

rd

the 23 Annual General Meeting held on July 25 2017 to _ill the casual vacancy in theof ice of Auditors until

th

the conclusion of the ensuing 24 Annual General Meeting. The said appointment ofStatutory 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-appointmentofM/s PNG & Co.Chartered Accountants (FRN 021910N)as the Statutory Auditors of theCompany for fresh term of 5

th th

years i.e. from the conclusion of the 24 Annual General Meeting held on 29 September2018 until the

th

conclusion of 29 Annual General Meeting to be held In the Year 2023 subject to ratiication of the appointment by the Members at every Annual General Meeting. As per thenoti ication issued by the Ministry

th

of Corporate a airs (MCA) dated 7 May 2018 for the Companies (Amendment) Act 2017 andCompanies (Audit and Auditors) Amendment Rules 2018 the appointment of StatutoryAuditors is not required to be rati ied at every Annual General Meeting therefore noresolution for such rati ication is taken in the Notice of the ensuing AGM.

The observations of the Auditors in their report on accounts and the financialstatements read with the relevant rules are self explanatory.

AUDITORS' REPORT

The Statutory Auditors of the Company have submitted report to the Members of theCompany for the Year which is unquali ied without any reservation or adverse remark ordisclaimer. The same report of the auditors is attached to the Financial Statementsforming a part of this Report. Therefore Board does not have any explanation or comment.

SECRETARIAL AUDITOR

The Board had appointed M/s Kanchan Gupta & Associates Practicing CompanySecretaries to conduct Secretarial Audit for FY 2018-19pursuant to the provisions ofSection 204 of the

st

Companies Act 2013. The Secretarial Audit Report for the Financial Year ended 31 March2019 is annexed herewith as Annexure "C" forming integral part of thisreport. The said report Contain a remark which is stated below:

Pursuant to Section 203(4) of the Companies Act 2013 vacancy created due toresignation of Company Secretary of the Company in January 2019 not _illed-up by theBoard at their meeting within a period of six months from the date of such vacancyhowever new Company Secretary has been appointed before the date of issuance of thisreport. Also due to non-appointment of Company Secretary within prescribed time limitsFinancials Statement of the Company for the

FY ended 31.03.2019 has not been signed by the Company Secretary as required bySection 134 of the Companies Act 2013.

INTERNAL AUDITOR

The Board of Directors of the Company had appointed M/s Dua Manral & AssociatesChartered Accountants(ICAI FRN 023245N)as Internal Auditor of the Company for financialyear 2018-19.

COST AUDITOR

The Company was not required to appoint cost auditor for the financial year 2018-19pursuant to Section 148 of the Companies Act 2013.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT2013

The Company was not required to maintain cost records under sub-section (1) of section148 of the Companies Act 2013 and accordingly such accounts and records are not made andmaintained.

BOARD EVALUATION

As required the Nomination and Remuneration Committee of Directors speci ied themanner for e ective evaluation of performance of Board its Committees and individualDirectors in accordance with the provisions of the Companies Act 2013 and the ListingRegulations.Accordingly the Board has carried out formal annual evaluation of its ownperformance its directors individually as well as the evaluation of the working of itsAudit Committee Nomination and Remuneration Committee in accordance with the manner speciied by Nomination and Remuneration Committee of Directors. The manner in which theevaluationhas been carried out is explained below: -

The framework includes the evaluation of directors on various parameters such as: Boarddynamics and relationships Information flows Decision-making Relationship withstakeholders Company performance and strategy Tracking Board and committees' e ectivenessPeer evaluation

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board functioning such as adequacy ofcomposition of the Board and its Committees Board culture execution and performance ofspeci_ic duties obligations and governance of the Board and its Committees. Theperformance of the individual directors was reviewed on the basis of the criteria such ascontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Director being evaluated. The performanceevaluation of the Chairman and the Non- Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Board as a whole.

The details of the framework for performance evaluation of Independent DirectorsBoard Committees and other individual Directors are placed on the website of the companyat the link https://www.orosil.com/policies-under-sebi-act-1611

Programmes for familiarization of Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company and related matters are put up on the website ofthe Company at the link https://www.orosil.com/policies-under-sebi-act-1611

Formal evaluation of all the directors the board as a whole and the committees wasconducted and was found satisfactory.

NOMINATION & REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act the Board of Directors hasadopted a Policy on Board Diversity and Director Attributes and the Remuneration Policy.The Policy on Board Diversity and Director Attributes has been framed to encouragediversity of thought experience knowledge perspective age and gender in the Board. TheRemuneration Policy for Directors Key Managerial Personnel and all other employees isaligned to the philosophy on the commitment of fostering a culture of leadership withtrust. The Policy aims to ensure that the level and composition of the remuneration of theDirectors Key Managerial Personnel and all other employees is reasonable and suf icientto attract retain and motivate them to successfully run the Company.

The aforesaid policy has been posted on the Website of the Companyhttps://www.orosil.com/policies-under-sebi-act-1611

DISCLOSURE UNDER SECRETARIAL STANDARDS

The Directors state that the Company is complying with all the applicable SecretarialStandards on meetings of the Board of Directors.

COMMITTEES OF THE BOARD

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Independent Directors and is dulyconstituted in accordance with the provisions of Section 177 of the Companies Act 2013.

FourMeetings of the Audit Committee were held during the financial year under review.These were held on May 26 2018 August 14 2018 November 14 2018 and February 092019.

The composition of the Audit Committee along with meeting & attendance details ofeach member at the Audit Committee Meetings held during the financial year ended 31 March2019 are as follows:

S.No. Name Designation Category No. ofAudit Committee Meetings held during the year No. of Audit Committee Meetings Attended
1. Mr. Vineet Aggarwal Chairman Non-executive Independent Director 4 4
2. Ms. Bhavana S. Kumar Member Non-executive Independent Director 4 1
3. Mr. B.K. Narula Member Managing Director 4 4
4. Mr. Karan Suri Member Non-executive Director 4 4

The Committee inter-alia reviews the adequacy of Internal Financial Controls andFinancial Statements before they are submitted to the Board for their approval. All therecommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

During the year ended 31st March 2019 1 (One) Nomination and Remuneration CommitteeMeeting was held on August 14 2018.

The composition of the Nomination and Remuneration Committee and attendance details aregiven below:

S.No. Name Designation Category No. of Nomination and Remuneration Committee meetings held during the year No. of Nomination and Remuneration Committee Meetings Attended
1. Ms. Bhavana S. Kumar Chairperson Non-executive Independent Director 1 -
2. Mr. Vineet Aggarwal 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

RISK MANAGEMENT POLICY

The Business Risk Evaluation and Management is an on-going process within theOrganization. The Company has a structured Risk Management Policy to identify monitor andminimize risks and also identify business opportunities. The Company has put in place riskminimization and assessment procedures in order to e ectively and ef iciently manage riskand address challenges. The objective of Risk Management at Orosil Smiths India Limited isto create and protect shareholder value by minimizing threats or losses and identifyingand maximizing opportunities. An enterprise wide risk management framework is applied sothat e ective management of risks is an integral part of every employee's job.

Further a Risk Management Policy of the Company is available on Company's Websiteatthe linkhttps://www.orosil.com/policies-under-sebi-act-1611

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any Loan and guarantee to any person or body corporate duringthe financial year. The details of investments made by the Company are in Note No. 3 ofthe Audited Financial Statements.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Disclosure required pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of managerial personnel)Rules 2014 is annexed as Annexure-D. Further in accordance with Section 197(12) of theCompanies Act 2013 read with Rule 5 (2) of The Companies (Appointment and Remuneration ofmanagerial personnel) Rules 2014there is no employee who is employed either throughoutthe financial year 2018-19 or any part thereof was in receipt of remuneration of rupeesone crore two lakh per annum or rupees eight lakh _ifty thousand per month for part of theyear.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ORTRIBUNALS

During the year under review there was no signi icant material order passed by theRegulators or Courts or Tribunals that could impact the going concern status of theCompany and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations is presented in a separate section formingpart of the Annual Report.

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 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to conservation ofenergy research & development technology absorption during the year under review.Further there was no Foreign Exchange earnings and outgo during the Financial Year2018-2019.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System which commensurate with the size scaleandcomplexity of its operations. M/s. Dua Manral & Associates Chartered Accountants wasappointed as Internal Auditors of the Company during the year. The Internal Auditormonitors and evaluates the ef icacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies. Signiicant audit observations and recommendations along with corrective actions thereon arepresented to the Audit Committee of the Board.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has formulated a Code of practices and procedures for fair disclosure ofunpublished price sensitive information. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees.The code is uploaded on the website ofthe Company at http://www.orosil.com/code-of-fair-disclosure.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a Vigil Mechanism (Whistle Blower Policy) as per therequirements of Section 177 of the Companies Act 2013for the Directors and Employees ofthe Company to report their genuine concerns or grievances relating to actual or suspectedfraud unethical behaviour or any other event which would adversely a ect the interests ofthe business of the Company. Whistle Blowers may send their concerns/ complaints to theChairman of Audit Committee in a sealed envelope marked con idential for appropriateaction.

The details of establishment of such mechanism have been also disclosed on the websiteof the Company. It is af irmed that no personnel has been denied access to the AuditCommittee. The vigil mechanism (Whistle Blower Policy) may be accessed on the Company'swebsite "www.orosil.com."

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments a ecting the financial position of theCompany after the close of the financial year till the date of this Report.

LISTING OF SHARES

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. TheAnnual Listing Fee for the financial year 2018-19 has been paid to the Stock Exchangewhere the Shares of the Company are listed.

DISCLOSURE OF COMMODITY PRICE RISKS AND HEDGING ACTIVITIES

Please refer Note No. 26(j) of the Financial Statements which forms part of the AnnualReport.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance provisions asspeci ied in Regulation 17 to 27clauses (b) to (i) of Regulation 46(2) and Paragraph C D and E of Schedule V does notapply on the companies whose paid- up share capital and net worth is less than Rupees TenCrores and Rupees Twenty-Five Crores respectively. Since the paid-up share capital and networth of the Company is less than the aforesaid threshold limit the Company is notrequired to comply with the above mentioned Corporate Governance provisions.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The criteria of Corporate Social Responsibility as prescribed under Section 135 of theCompanies Act 2013 is not applicable on the Company during the financial year 2018-2019.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION ANDREDRESSAL) ACT 2013

The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. During the year under review no complaints were received pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013.

FRAUDS REPORTED BY AUDITORS

There are no such frauds reported by auditors to the Audit Committee or the Board ofDirectors which are committed against the company by of icers or employees of the companyunder Section 143(12) of the Companies Act 2013.

ANNUAL REPORT

The Annual Report containing inter-alia the audited financial statements Boards'Report Auditors' Report Management Discussion and Analysis (MDA) report and otherimportant information is circulated to shareholders and other stakeholders and is alsoavailable on the Company's website at www.orosil.com.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation to the employees of the Company at alllevels for their cooperation and dedicated services. We also thank all our customers andsuppliers who are always cooperative. We also express our sincere thanks to BankersFinancial Institutions and the Shareholders for their continued support.

On behalf of the Board of Directors
For Orosil Smiths India Limited
Rita Narula B.K. Narula
Whole Time Director Chairman & Managing Director
DIN: 00006096 DIN: 00003629
Date: 10 August 2019
Place: New Delhi