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Orosil Smiths India Ltd.

BSE: 531626 Sector: Consumer
NSE: N.A. ISIN Code: INE628B01034
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NSE 05:30 | 01 Jan Orosil Smiths India Ltd
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OPEN 9.90
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VOLUME 357149
52-Week high 9.90
52-Week low 2.92
P/E
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Orosil Smiths India Ltd. (OROSILSMITHS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting 27th Annual Report together withthe Audited Financial Statements for the financial year ended 31st March 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS

Your Company's financial performance for the financial year ended March 31 2021 issummarized below:

(Rs in Lakhs)

Particulars Financial year ended 31st March 2021 Financial year ended 31st March 2020
Revenue from Operations 49.93 167.87
Other Income 18.23 0.93
Total Income 50.11 168.80
Total expenditure excluding Depreciation 72.83 179.06
Add: Depreciation 12.44 15.98
Total Expenditure 85.28 195.04
Profit/ (Loss) Before Tax & Exceptional Item (35.16) (26.24)
Exceptional Item 5.26 0.00
Profit/ (Loss) Before Tax (40.43) (26.24)
Tax Expenses - -
Profit / (Loss) after Tax (40.43) (26.24)
Other Comprehensive Income 5.06 (5.41)
Total Comprehensive Income (35.37) (31.65)

2. FINANCIAL PERFORMANCE/OPERATIONAL REVIEW

The revenue from operations and other income for financial year under review were 50.11Lakhs as against 168.80 Lakhs for the previous financial year registering a decline of70.32% in the current year. The net loss was 40.43 Lakhs for the financial year underreview as against loss of 26.24 Lakhs for the previous financial year.

Due to the COVID-19 pandemic the sales were not as expected and the operating expensesare high due to which the working capital cycle was badly affected.

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 bemade available on the website of the Company at the weblink: https://orosil.com/pages/investor-annual-report.

Further a detailed analysis of the Company's performance is included in the ManagementDiscussion & 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 01stJune 1994 primarily engaged in the business of manufacturing fabrication salepurchase trading/dealing in all kinds of Gold Silver Silver Ornaments/Utensils and allother items of Gold Silver and allied business.

Due to growth of trade in jewellery in the online medium the Company has opened theaccount to sell their silver jewellery products on various sites. The Company is offeringsilver jewellery under "Kuhjohl" brand. Earlier the Company was offeringsale of "Kuhjohl" Jewellery on its own website namely: https://orosil.com.

The Company altered its Memorandum of Association in the annual general meeting held on30th September 2019 to expand its operations in the textile sector howeverthe operations under the said sector has not been started yet. The management is stilllooking for the potential opportunity to grow in this sector.

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 andtrading of all kinds of fashionable garments.

Corona Virus Disease-2019 (COVID-19) a pandemic declared by the World HealthOrganization has triggered an unprecedented health and economic crisis worldwide due towhich the nationwide lockdown was imposed by the Central and the State Government(s) tocontrol the spread of the disease. While the lockdown has helped contain the healthimpact business and economic activities have suffered immensely. Accordingly theoperations of the Company also impacted substantially resulting into adverse effect.

The Directors are making efforts to enhance the business activities and can only hopeto regain the business activities in future when situation becomes stable. We expectbusiness loss to reduce in the upcoming years as situation improves in the economy and themanagement is closely analyzing the situation.

4. 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 subsidiariesjoint ventures or associate companies during the year under review.

5. CERTIFICATIONS AND QUALITY STANDARDS

As per the quality control order called as the Hallmarking of Gold Jewellery and GoldArtefacts Order 2020 as amended for mandatory hallmarking of gold jewellery/artefactsissued by the Ministry of Consumer Affairs Food and Public Distribution on 15thJanuary 2020 every jeweler who wants to sell hallmarked jewellery with effect from 16thJune 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 samehallmark.

6. DIVIDEND AND TRANSFER TO RESERVE

In view of the losses incurred by the Company no dividend is declared for thefinancial year under review.

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

Investor Education and Protection Fund (IEPF).

In accordance with the applicable provisions of the Companies Act 2013 read with theInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") all unclaimed dividends are required to be transferred bythe Company to the IEPF which remain unpaid or unclaimed for a period of seven yearsfrom the date of transfer to Unpaid Dividend Account.

Further according to IEPF Rules the shares on which dividend has not been claimed bythe shareholders for seven consecutive years or more shall be transferred to the demataccount of the Investor Education and Protection Fund Authority ("IEPFAuthority").

During the year under review no amount of the unclaimed/unpaid dividend and any suchshare in the Company was due to be transferred to the IEPF Authority as Company has notdeclared any dividend for years.

7. DEPOSITS

Your Company has not accepted/received any Deposits within the meaning of Sections 73to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the financial year ended 31st March 2021.

Further there was no outstanding public deposits and unclaimed deposits as at 31stMarch 2021.

8. SHARE CAPITAL

The Authorized Share Capital of your Company is 55000000 (Rupees Five Crore FiftyLakhs only) divided into 44116000 equity shares of Rs. 1 each and 1088400 preferenceshares of Rs. 10 each.

The Issued Subscribed and Paid-up Share Capital as on 31st March 2021 is52200000 (Rupees Five Crore Twenty-Two Lakhs only) comprising 41316000 (Four CroreThirteen Lakhs Sixteen Thousand only) equity shares of face value of 1/- each and OCCPS1088400 preference shares of Rs. 10 each.

Your Company has issued 1088400 3.5% Optionally Convertible Cumulative PreferenceShare ("OCCPS") of face value 10/- each at a premium of 10/- eachconvertible after 5 years from the date of issue. Now OCCPS are convertible at any timehowever till now no request has been received by the Company from any of the OCCPSholders for such conversion.

There was no buy back of equity shares public issue of securities rights issue bonusissue or preferential issue etc. during the year under review. The Company has not issuedshares with differential voting rights sweat equity shares nor has it granted any stockoptions.

9. CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review there has been no change in nature of business of yourCompany.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of the following Directors as on March 31 2021:

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 2021:

1. Mr. Bhushan Kumar Narula Managing Director (Chairman)
2. Mrs. Rita Narula Whole-Time Director
3. Ms. Dinky Bansal* *Appointed w.e.f. October 30 2020. Company Secretary (CS)

During the year under review Appointments Re-appointments and Resignations were asfollows:

Mr. Karan Suri Non-Executive Non-Independent Director:

Pursuant to Section 152(6) of the Companies Act 2013 Mr. Karan Suri Non-ExecutiveNon-Independent Director of the Company was liable to retire by rotation and beingeligible offered himself for re-appointment was re-appointed by the Members of theCompany in the annual general meeting of the Company held on December 30 2020.

Mr. Vinit Aggarwal Non-Executive Independent Director:

Pursuant to the provisions of Sections 149 150 and 152 read with Schedule IV and otherapplicable provisions if any of the Companies Act 2013 and the Companies (Appointmentand Qualification of Directors) Rules 2014 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (the "SEBIListing Regulations") Mr. Vinit Aggarwal Non-Executive Independent Director ofthe Company whose term expired on September 27 2020 was re-appointed by the members intheir Annual General Meeting held on December 30 2020 for a second term of 5 consecutiveyears w.e.f. September 28 2020 up to September 27 2025.

Mr. Bhushan Kumar Narula Managing Director:

Mr. B. K. Narula Managing Director who was appointed as Managing Director in theannual general meeting held on September 28 2015 for a period of 5 years and whose termof appointment expired on March 31 2020 was re-appointed by the Board for a furtherperiod of 3 consecutive years w.e.f. April 01 2020 and the same was approved by membersby way of a special resolution in the annual general meeting held on December 30 2020 ata remuneration of 60000/- per month.

It may be noted on the recommendation of Nomination and Remuneration Committee (NRC)and the approval of Board of Directors of the Company Mr. Bhushan Kumar Narula waived-offhis 50% remuneration for the financial years 2020-21 & 2021-22 and is drawing aremuneration of 30000/- per month w.e.f. April 01 2020. However on recommendation ofthe NRC the Board may review the remuneration of Mr. Bhushan Kumar Narula ManagingDirector again in future for restating the original approved remuneration or paying backthe reduced remuneration again in future if there is no further major impact on theoperations of the Company in the long run due to pandemic of Covid-19.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Bhushan Kumar Narula Managing Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re- appointment.

Mrs. Rita Narula Whole-time Director:

Mrs. Rita Narula Whole-time Director who was appointed as Whole-time Director in theannual general meeting held on September 28 2015 for a period of 5 years and whose termof appointment expired on March 31 2020 was re-appointed by the Board for a furtherperiod of 3 consecutive years w.e.f. April 01 2020 and the same was approved by themembers by way of a special resolution in the annual general meeting held on December 302020 at a remuneration of 45000/- per month.

On the recommendation of NRC and the approval of Board of Directors of the Companysubject to the approval of the shareholders in this ensuing annual general meeting Mrs.Rita Narula will be withdrawing a remuneration of 75000/- per month w.e.f. October 012021 for the remaining period of her tenure ending on March 31 2023.

Company Secretary:

During the year under review Ms. Samridhi Sharma was appointed as the CompanySecretary w.e.f. October 05 2020. However due to some health issues she was not ableto join and resigned from the Company w.e.f. October 16 2020.

Ms. Dinky Bansal was appointed as the Company Secretary w.e.f. October 30 2021.

Chief Financial Officer:

Mr. Sanjay Bana Chief Financial Officer of the Company resigned from the post on July11 2020 and remained associated with the Company in the capacity of Senior Accountant. Hewas again assigned the post of CFO on October 30 2020. However due to some familycommitments he was not able to continue and resigned and ceased to hold any position inthe Company w.e.f. March 01 2021.

The Company has appointed Mr. Chandar Prakash as the Chief Financial Officer w.e.f.June 28 2021.

Brief resumes of the abovementioned Directors being appointed / re-appointed nature oftheir expertise in specific functional areas details of Directorship in other companiesmembership/ chairmanship of committees of the board and other details as stipulated underRegulation 36(3) of the SEBI Listing Regulations and the Secretarial Standard-2 issued bythe Institute of Company Secretaries of India are given in the Notice forming part of theAnnual 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. **Appointed w.e.f. October 30 2020.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of the Actread with the Schedules and Rules issued thereunder as well as the SEBI ListingRegulations if applicable (including any statutory modification(s) or re-enactment(s)thereof for the time being in force) and that they are independent of management.

The Independent Directors have also confirmed that they have complied with theCompany's Code of Conduct.

In the opinion of the Board Independent Directors fulfil the conditions specified inthe Act Rules made thereunder and SEBI Listing Regulations and are independent of themanagement.

All the Independent Directors of the Company have registered their names in the databank for Independent Directors maintained by the Indian Institute of Corporate Affairs(IICA) Manesar (notified under Section 150(1) of the Companies Act 2013 as theinstitute for the creation and maintenance of data bank of Independent Directors) andpaid requisite fee therefor.

Familiarisation Programme for Independent Directors

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company and related matters are putup on the website of the Company at the web-link: http://orosil.in/investors/sebi-policies/famili-prog-for-indep-director.pdf

11. BOARD AND COMMITTEE MEETINGS

Board Meetings

During the year under review 08 (eight) meetings of the Board of Directors were heldon June 30 2020 September 12 2020 October 05 2020 October 30 2020 November 112020 November 30 2020 February 12 2021 and March 23 2021.

The Notices and Agenda for these meetings was prepared and circulated in advance to theDirectors and few meetings were held at shorter notices. Necessary quorum was present inall the meetings.

The gap between any two meetings was not more than one hundred and twenty days asprescribed under Companies Act 2013. The details of the Board meetings and attendance ofthe Directors are as follows:

Name of Directors No. of Board Meeting Held No. of Board Meetings attended
1. Mr. B.K Narula 8 8
2. Mrs. Rita Narula 8 8
3. Ms. Bhavana Sampath Kumar 8 4
4. Mr. Vinit Aggarwal 8 7
5. Mr. Karan Suri 8 8

Separate Meeting of Independent Directors

During the financial Year ended March 31 2021 a separate meeting of the IndependentDirectors of the Company was held on June 30 2020 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.

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

As on March 31 2021 your Board has 02 (two) mandatory Committees namely

1) Audit Committee

2) Nomination & Remuneration Committee.

Audit Committee

The Audit Committee of the Company is duly constituted in accordance with theprovisions of Section 177 of the Companies Act 2013. The terms of reference of the AuditCommittee covers the areas mentioned in Section 177 of the Act.

06 (six) meetings of the Audit Committee were held during the financial year underreview on June 30 2020 September 12 2020 October 05 2020 October 30 2020 November11 2020 and February 12 2021.

The composition of the Audit Committee along with meeting & attendance details ofeach member at the Audit Committee Meetings held during the financial year ended March 312021 are as follows:

Name Designation Category Meetings held Meetings attended
1. Mr. Vinit Aggarwal Chairman Non-Executive Independent Director 6 6
2. Ms. Bhavana S. Kumar Member Non-Executive Independent Director 6 3
3. Mr. Karan Suri Member Non-Executive Director 6 6
4. Mr. B K Narula Member Managing Director 6 6

The Committee inter-alia reviews the adequacy of Internal Financial Controls andFinancial 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 incompliance with the requirements of Section 178 of the Act.

Nomination and Remuneration Committee amongst others is responsible for determiningthe Company's policy on recruitment and remuneration of Directors/KMPs Senior ManagementPersonnel and other employees of the Company. The terms of reference of the NRC Committeecovers the areas mentioned in Section 178 of the Act.

During the year ended March 31 2021 04 (four) meetings of the Nomination andRemuneration Committee were held on June 30 2020 October 05 2020 October 30 2020 andFebruary 12 2021.

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

Name Designation Category Meetings held Meetings attended
1. Ms. Bhavana S. Kumar Chairman Non-Executive Independent Director 4 3
2. Mr. Vinit Aggarwal Member Non-Executive Independent Director 4 4
3. Mr. Karan Suri Member Non-Executive Director 4 4
4. Mr. B K Narula Member Managing Director 4 4

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.

The Remuneration Policy for Directors Key Managerial Personnel and all other employeesis aligned 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 sufficientto attract retain and motivate them to successfully run the Company.

The policy on appointment and remuneration to Directors can be accessed from thefollowing link: http://orosil.in/investors/sebi-policies/Appointment-and-Remuneration-Policy.pdf.

12. 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 andmembers of the Senior Management of the Company. All the Board members and SeniorManagement personnel have affirmed compliance with the code of conduct. The Declaration ofthe same is annexed herewith in ‘Annexure-A'. The Code of Conduct is availableon the website of the company.

13. DISCLOSURE AND PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the prescribed format and annexedherewith as ‘Annexure B' to this Report.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisReport. Having regard to the provisions of the second proviso to Section 136(1) of theAct the Annual Report excluding the aforesaid information is being sent to the members ofthe Company.

The said information is available for inspection at the Corporate Office of the Companyduring working hours till the date of AGM and any member interested in obtaining suchinformation may write to the Secretarial Department of the Company and the same will befurnished on request.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

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

(b) the directors have 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 as at 31st March 2021 and ofthe 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual accounts of the Company on a ‘goingconcern' basis.

(e) The directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

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

15. ANNUAL RETURN

In accordance with the provisions of Section 92(3) and 134(3)(a) of the Act AnnualReturn of the Company is hosted on website of the Company at http://orosil.in/investors/other-disclosures/annual-return-2019-20.pdf.

16. RELATED PARTY TRANSACTIONS

During the financial year under review ended on March 31 2021 all material contractsor arrangements or transactions entered into by the Company with related parties were inthe ordinary course of business and on an arm's length basis and were in compliance withthe applicable provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as applicable. Accordingly no information isrequired to be given in form AOC-2.

There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interests of the Company at large.

The details of Related Party Transactions are disclosed in Notes to the FinancialStatements 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/policy-on-materiality.pdf.

17. MANAGEMENT DISCUSSION & ANALYSIS (MD&A) REPORT

The Management Discussion & Analysis Report for the year under review asstipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separatesection as ‘Annexure-C' forming part of the Annual Report.

18. AUDITORS

In accordance with the provisions of the Companies Act 2013 read with relevant rulesthere under M/s PNG & Co. Chartered Accountants having FRN: 021910N were appointedas Statutory Auditors by the members in their 23rd Annual General Meeting heldon July 25 2017 to fill the casual vacancy in the office of Auditors until theconclusion of the 24th 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-appointmentof M/s PNG & Co. Chartered Accountants (FRN: 021910N) as the Statutory Auditors ofthe Company for a fresh term of 5 consecutive years i.e. from the conclusion of the 24thAnnual General Meeting held on 29th September 2018 until the conclusion of 29thAnnual General Meeting to be held in the year 2023 subject to ratification of theappointment by the members at every annual general meeting. As per the notificationissued by the Ministry of Corporate affairs (MCA) dated 7th May 2018 for theCompanies (Amendment) Act 2017 and the Companies (Audit and Auditors) Amendment Rules2018 the appointment of Statutory Auditors is not required to be ratified at every annualgeneral meeting therefore no resolution for such ratification is taken in the Notice ofthe ensuing AGM.

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

a) AUDITORS' REPORT

The Statutory Auditors of the Company have submitted report to the members of theCompany for the financial year 2020-21 which is unqualified without any reservation oradverse remark or disclaimer.

The same is attached to the Financial Statements forming a part of this Annual Report.Therefore the Board does not have any explanation or comment.

Total fee for all services paid by the Company to the statutory auditors for StatutoryAudit & Limited Review is 72500/- only.

b) SECRETARIAL AUDITOR

The Board had appointed M/s N K Chandok & Associates (COP No. 12930) PracticingCompany Secretaries to conduct Secretarial Audit for financial year 2020-21 pursuant tothe provisions of Section 204 of the Companies Act 2013.

The Secretarial Audit Report for the Financial Year ended 31st March 2021is annexed herewith as ‘Annexure-D' forming integral part of this Report. Thesaid report is containing remark which is stated below:

A) Observations/Non Compliances/ Adverse Remarks/ Qualifications in respect of theCompanies Act 2013 and rules made there under are as follows:

1) The Company has not filled up the casual vacancy which arose in the office ofWhole Time Company Secretary (KMP) within a period of 6 months from the date of arisingsuch vacancy pursuant to the Section 203(4) of the Act.

Reply: As Ms. Himanshi resigned from the post of Company Secretary w.e.f.December 30 2019 due to some personal reasons the Company was in the process ofappointing a new Company Secretary.

Thereafter due to massive outbreak of COVID-19 which had been declared as a Pandemicby World Health Organization and subsequent lock-down ordered by the Central and the StateGovernment(s) in India the Board of Directors could not find suitable candidate to inductdue to restricted physical movement of individuals. Moreover the Company took itsendeavor to hire a potential candidate for the post of company secretary in order to fillthe vacancy at the earliest.

Subsequently the Company appointed Ms. Samridhi Sharma as Company Secretary of theCompany w.e.f. October 05 2020 but she was not able to join and also resigned w.e.f.October 16 2021 due to health issues.

It may be noted that without any further delay the Company then appointed a newCompany Secretary Ms. Dinky Bansal w.e.f. October 30 2020.

Accordingly it is pertinent to note that the said delay is beyond the control ofanyone and should not be construed as any non-compliance on the part of the Company.

Further the Company has also availed the services of practicing company secretary foradvising on compliance of the Companies Act 2013 and the SEBI Act and rules madethereunder.

 

2) The Company has appointed Mr. Vinit Aggarwal (DIN: 00539344) as AdditionalDirector of the Company in the category of Independent Director w.e.f 30thApril 2015 who shall hold the office as Additional Director up to the date of AnnualGeneral Meeting held on 28th September 2015. Further the shareholders of theCompany in their Annual General Meeting held on 28th September 2015 approvedappointment of Mr. Vinit Aggarwal as Independent Director of the Company for a period of 5years. The Board of Directors of the Company in its meeting held on 12thSeptember 2020 approved re-appointment of Mr. Vinit Aggarwal as Independent Director ofthe Company for a period of 5 years w.e.f. 28th September 2020. Thus the termof Mr. Vinit Aggarwal as Independent Director is not in accordance with Section 149(10) ofthe Act.

Reply: It may be noted that the Board had appointed Mr. Vinit Aggarwal as anAdditional Director (Independent) in its meeting held on April 30 2015. Further theShareholders at their Annual General Meeting (AGM) held on September 28 2015 appointedMr. Vinit Aggarwal as an Independent Director for a period of 5 years from the date ofAGM i.e. September 28 2015. Accordingly his tenure was reckoned from the date of AGMi.e. September 28 2015 and he was again re-appointed w.e.f. September 28 2020 which iswithin the maximum tenure of an independent director as stipulated under Section 149(10)of the Act.

 

3) Shareholders in their Annual General Meeting held on 30thDecember 2020 have approved reappointment of Mr. Vinit Aggarwal as Independent Directorof the Company for a second term of 5 years w.e.f. 28th September 2020. Thusthe re-appointment of Mr. Vinit Aggarwal was not in accordance with the provisions ofSection 149(10) of the Act.

Reply: Since the first tenure of Mr. Vinit Aggarwal as an Independent Directorhad completed on September 27 2020 the office of the Independent Director stood vacatedand the Board had appointed Mr. Vinit Aggarwal as an Additional Director (Non-ExecutiveIndependent).

Accordingly in terms of Section 161 of the Act his tenure was up to the generalmeeting and the shareholders re-appointed him as an Independent Director for a secondtenure of 5 consecutive years in their annual general meeting held on December 30 2020in compliance with provisions of the Section 149(10) of the Act

4) The Company has not filed the following forms under the Act:

(i) Form MGT-14 under Section 179 read with Section 117 of the Act in respect toappointment of Ms. Samridhi Sharma as Company Secretary of the Company w.e.f. 05thOctober 2020.

(ii) Form DIR-12 under Section 170 of the Act for appointment of Ms. Samridhi Sharma asCompany Secretary (KMP) of the Company w.e.f 05th October 2020.

(iii) Form DIR-12 under Section 170 of the Act for resignation of Ms. Samridhi Sharmaas Company Secretary (KMP) of the Company w.e.f 16th October 2020.

Reply: Ms. Samridhi Sharma was appointed as Company Secretary w.e.f. 05thOctober 2021. However due to Covid-19 pandemic she was not even able to join the Officeand consequently resigned from the Company w.e.f. 16th October 2020 due toher health issues. Hence the Board did not consider her appointment. However the samewas intimated to BSE.

B) Observations/ Non-Compliances/ Adverse Remarks/ Qualifications in respect of theSEBI Act Regulations Rules Guidelines Notifications Circulars made there under are asfollows:

1) The Company has submitted the Shareholding pattern of the Company for thequarter ending 30th June 2020 to the Stock Exchange beyond the prescribedtimeline of 21 days from the end of the Quarter under Regulation 31 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

2) The intimation made to the Stock Exchange by the Company for Board Meetingheld on 12th September 2020 for approval of the Financial Results of theCompany relating to quarter ending 30th June 2020 was beyond the prescribedtimeline of 5 days in advance (excluding the date of intimation and date of Meeting) underRegulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Reply 1&2: The delay was caused due to Covid-19 pandemic andnon-availability of Company Secretary during that period. However the Company had paidall the penalties as imposed by the BSE Limited.

 

3) The following intimations made to the Stock Exchange under Regulation 30 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 does not containthe terms of appointment and brief profile of the concerned persons as per SEBI CircularCIR/CFD/CMD/4/2015 09.09.2015:

a) Intimation made to the Stock Exchange dated 05th October 2020 in respectto appointment of Ms. Samridhi Sharma as Company Secretary and Compliance officer of theCompany. b) Intimation made to the Stock Exchange dated 30th October inrespect to appointment of Mr. Sanjay Bana as Chief Financial Officer (CFO) of the Companyand Ms. Dinky Bansal as Company Secretary (CS) and Compliance officer of the Company.

Reply: The Company has filed necessary disclosures as required under Regulation30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and thesame was also duly taken on record by the BSE Limited.

 

4) As per Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations2015 the board of directors shall ensure that a structured digital database is maintainedcontaining the names of such persons or entities as the case may be with whom informationis shared under this regulation along with the Permanent Account Number or any otheridentifier authorized by law where Permanent Account Number is not available. The Companyhas not maintained structured digital database till the closing the March 31 2021 and isin process of maintaining the same.

Reply: The Company has complied with the provisions of the SEBI (Prohibition ofInsider Trading) Regulations 2015 and ensure the flow of UPSI is without leakage. So farstructural digital database is concerned the Company is in the process of identifyingsuitable vendor for its implementation after considering the cost-benefit analysis.

c) INTERNAL AUDITOR

The Board of Directors of the Company had appointed M/s D M A R K S & AssociatesChartered Accountants (FRN: 006413N) as Internal Auditor of the Company for the financialyear 2020-21.

d) COST AUDITOR

The Company was not required to appoint cost auditor for the financial year 2020-21pursuant to Section 148 of the Companies Act 2013.

19. MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIESACT 2013

The Company was not required to maintain cost records under sub-section (1) of Section148 of the Act and accordingly such accounts and records are not made and maintained.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance performance of its Committees and of theDirectors individually as per the criteria laid down by the Nomination and RemunerationCommittee. The evaluation was carried out based on various parameters.

During the year under review Independent Director met on June 30 2020 without thepresence of non-independent directors and members of the management to discuss theevaluation of the Board Committees and the Non-Executive Directors. The discussionscovered both strategic and operational aspects of the Board functioning as well as thequality content and timeliness of the flow of information between the Management and theBoard. The inputs from the meeting were shared with the Nomination and RemunerationCommittee. The performance evaluation of the Independent Directors was carried out by theentire Board.

The Directors expressed their satisfaction with the evaluation process.

21. 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 risk minimization and assessment procedures in order toeffectively and efficiently manage risk and address challenges.

The objective of Risk Management at Orosil Smiths India Limited is to create andprotect shareholder value by minimizing threats or losses and identifying and maximizingopportunities. An enterprise wide risk management framework is applied so that effectivemanagement of risks is an integral part of every employee's job. Risk Management Policyadopted by the Company can be accessed at the following weblink: http://orosil.in/investors/sebi-policies/risk-management-policy.pdf.

22. 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.

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

During the year under review there was no significant material order passed by theRegulators or Courts or Tribunals that could impact the going concern status of theCompany and its future operations except Income Tax Order received during the FinancialYear 2019-20 consequent of which Bank account of the Company was freezed for some time.However the same was restored during the financial year under review. The Company hasfiled an appeal against the said order which is still pending.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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 year2020-21.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System which commensurate with the size scale andcomplexity of its operations. M/s D M A R K S & Associates Chartered Accountants wasappointed as Internal Auditors of the Company during the year. The Internal Auditormonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.

26. 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 of the Company at: http://orosil.in/investors/code-of-fair-disclosure/Code-of-Fair-Disclosure.pdf.

27. 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 2013 for the Directors and Employees ofthe Company to report their genuine concerns or grievances relating to actual or suspectedfraud unethical behavior or any other event which would adversely affect the interests ofthe business of the Company.

Whistle Blowers may send their concerns/ complaints to the Chairman of Audit Committeein a sealed envelope marked confidential for appropriate action.

The details of establishment of such mechanism have been also disclosed on the websiteof the Company. It is affirmed that no personnel have been denied access to the AuditCommittee. The vigil mechanism

(Whistle Blower Policy) may be accessed on the Company's website at www.orosil.com.

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

There were no material changes and commitments affecting the financial position of theCompany after the close of the Financial Year till the date of this Report.

29. LISTING OF SHARES

The equity shares of the Company are listed at the BSE Limited. The Annual Listing Feefor the financial year 2021-22 has been paid to the Stock Exchange where the Shares of theCompany are listed.

30. CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI Listing Regulations the Corporate Governanceprovisions as specified in Regulation 17 to 27 clauses (b) to (i) of Regulation 46(2) andParagraph C D and E of Schedule V does not apply on the companies whose paid-up sharecapital and net worth is less than Rupees Ten Crore and Rupees Twenty-Five Crorerespectively 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 theaforesaid threshold limits the Company is not required to comply with the above mentionedCorporate Governance provisions.

31. 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 2020-21.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 asthe Company doesn't have minimum number of employees of its payroll as stipulated underthe POSH Act.

33. FRAUDS REPORTED BY AUDITORS

There are no such frauds reported by the Auditors to the Audit Committee or the Boardof Directors which are committed against the Company by officers or employees of theCompany 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 andBankruptcy Code 2016 (31 of 2016) during the FY21.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

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

36. 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 hasbeen uploaded on the website of the company under the web link www.orosil.com.

37. ANNUAL REPORT

The Annual Report containing inter-alia the audited financial statements Boards'Report Auditors' Report Management Discussion & Analysis (MD&A) Report and otherimportant information is circulated to shareholders and other stakeholders and is alsoavailable on the Company's website at https://orosil.com/pages/investor-annual-report.

38. DEPOSITORY SYSTEMS

Your Company's Scrip has come under compulsory dematerialization w.e.f. November 291999 for Institutional Investors and w.e.f. January 17 2000 for all Investors. So far98.80% of the equity shares have been dematerialized.

The ISIN allotted to the equity shares of the Company is INE628B01034.

39. IMPLEMENTATION OF CORPORATE ACTION

During the year under review the Company has not failed to implement any CorporateAction within the specified time limit.

40. PERSONNEL

Your Directors wish to place on record their sincere appreciation for the devotedservices of all the employees and workers at all levels and for their dedication andloyalty which has been critical for the Company's success.

ACKNOWLEDGEMENT

Your Directors record their sincere appreciation to the employees of the Company at alllevels for their co-operation and dedicated services. We also thank all our customers andsuppliers who are always cooperative.

We also express our sincere thanks to Bankers Financial Institutions and theShareholders for their continued support and the Government of India the Governments ofvarious States in India and other concerned Government departments and agencies for theirco-operation.

On behalf of the Board of Directors
For Orosil Smiths India Limited
Rita Narula B. K. Narula
Place: Noida (Whole-Time Director) (Chairman & Managing Director)
Date: 18th August 2021 DIN: 00006096 DIN: 00003629

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