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Ovobel Foods Ltd.

BSE: 530741 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE812S01012
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NSE 05:30 | 01 Jan Ovobel Foods Ltd
OPEN 104.70
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VOLUME 500
52-Week high 127.90
52-Week low 21.00
P/E 14.57
Mkt Cap.(Rs cr) 104
Buy Price 99.10
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00
OPEN 104.70
CLOSE 99.75
VOLUME 500
52-Week high 127.90
52-Week low 21.00
P/E 14.57
Mkt Cap.(Rs cr) 104
Buy Price 99.10
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00

Ovobel Foods Ltd. (OVOBELFOODS) - Director Report

Company director report

To

The Members of

Ovobel Foods Limited

Bangalore

Your Directors are pleased to present the 29th (Twenty Ninth) Annual Reportof Ovobel Foods Limited together with the Audited Statement of Accounts for the year ended31st March 2021.

1. PERIOD OF THE REPORT

This report pertains to the period from 01 st April 2020 to 31st March 2021.

2. EXTRACT OF ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3):

The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed athttps://www.ovobelfoods.com/wp-content/uploads/2021/08/Form_MGT_7-Ovobel-2020-21.pdf

3. FINANCIAL SUMMARY AND HIGHLIGHTS:

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Revenue from Operations 11072.55 10870.26
Other Income 587.92 802.42
Profit/Loss before depreciation finance costs exceptional items and Tax Expenses (55.48) 580.51
Less: Depreciation/Amortisation /Impairement 87.71 104.07
Profit/Loss before finance costs exceptional items and Tax Expenses (143.19) 476.44
Less: Finance costs 114.44 91.70
Profit/Loss before exceptional items and Tax Expenses (257.63) 384.75
Less: Exceptional items - -
Profit/Loss before Tax Expenses (257.63) 384.75
Less: Tax Expenses (76.67) 112.88
Profit and Loss for the year (180.96) 271.87
Total Comprehensive Income/Loss (0.70) (33.50)
Total (181.66) 238.37
Balance of Profit/loss for earlier years
Less: Transfer to Debenture Redemption Reserve -- -
Less: Transfer to Reserves -- -
Less: Dividend on Equity Shares -- -
Less: Dividend Distribution Tax -- -
Balance Carried Forward (180.96) 271.87

The following gives a summary of the Financial Results of the Company:

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Total Revenue 11660.46 11672.68
Total Expenses 11918.10 11287.94
Earnings before interest tax finance cost depreciation and amortization (EBITDA) (55.48) 580.52
Depreciation and Finance Cost 202.15 195.77
Net Profit/Loss Before Tax (257.63) 384.75
Tax Expenses (76.67) 112.88
Net Profit/Loss After Tax (180.96) 271.87
Earnings per Share Basic & Diluted (1.72) 2.59

4. NATURE OF BUSINESS:

The company operates in the domain of egg powder and frozen egg manufacture andexports. There has been no change in the nature of business of the Company during the yearunder review.

5. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR:

The outbreak of corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. The Operations and revenue havebeen impacted due to COVID-19.

6. OPEN OFFER AND CHANGE IN PROMOTER

On October 22 2020 Mr. M P Satish Babu Mr. Sharad M S Mrs. Sukanya Satish Mr. SyedFahad and Mr. Bhavihal Gurusiddappa Channappa (collectively the "Acquirers") hadentered into two separate Share Purchase Agreements (SPAs") with

(i) the then Promoters of the Company namely Mr. Shanti Swarup Aggarwal Ms. VinitaAgarwal Ms. Sadhana Aggarwal Ms. Anisha Agarwal Ms. Natasha Agarwal Induss FoodProducts and Equipments Limited and Mr. Utsav Parekh; and

(ii) public shareholders namely Mr. Samarth Parekh Ms. Nilangi Parekh ProgressiveStar Finance Private Limited and Mr. Saharsh Parekh for acquisition of an aggregate of6261500 equity shares (constituting 59.63% of the then total equity share capital) ofthe Company.

Upon entering into the said SPAs by the Acquirers they had given an open offer to thepublic shareholders of the Company which was opened on February 08 2021 and closed onFebruary 22 2021. Under the Offer the Acquirers acquired an additional 961200 equityshares (constituting 9.15% of the then total equity share capital) of the Company and thepayment for the shares so acquired under the Offer was made on March 08 2021 incompliance with the provisions of the SEBI (Substantial Acquisition of Shares andTakeovers) Regulations 2011.

Pursuant to the acquisition of Equity Shares and control of the Company through openoffer & pursuant to both the SPAs both dated October 22 2020 the Acquirers acquiredcontrol of the Company and therefore became the Promoters of the Company. However of theabovementioned 6261500 equity shares 1484691 equity shares of the Company held byOvobel S.A. Belgium are under the process of transfer as the same are still in physicalform. As on 31 March 2021 the Acquirers hold 5738009 equity shares representing 54.63%of the total paid up capital of the Company and the Sellers to the SPAs (except for OvobelS.A. Belgium) hold Nil shares.

7. SHARE CAPITAL AND ITSCHANGES:

Sl. Particulars No Share Capital (No. of Shares) Share Capital (In Rupees)
1 Authorised Share Capital 11000000 110000000
2 Issues Subscribed & Paid up Share Capital 10500800* 105008000*

During the year there has been no change in the capital structure of the company. Inthe financial year 2018-19 as per BIFR proceedings Karnataka State Industrial andInfrastructure Development Corporation Limited (KSIIDC) & Ministry of Food ProcessingIndustry (MFPI) have accepted the scheme of one-time settlement and have issued no duecertificate and released 1000000 equity shares to the Company. During the financial year2019-20 the Company has submitted draft scheme of reduction of share capital from INR.105008000 to 95008000 to the SEBI for the approval. Later Company has received theobservation letter from BSE which states about further actions to be taken by theCompany. The Company is in the process of obtaining the approval from the regulatoryauthorities i.e. Hon'ble National Company Law Tribunal as informed in the observationletter.

8. TRANSFER TO RESERVES AND SURPLUS ACCOUNT:

During the financial year loss of the Company has been transferred to the reserves andsurplus account.

9. DIVIDEND:

During the year ended 31st March 2021 the company has not proposed for anydividend payable to the shareholders. The

Board regrets its inability to recommend any dividend in view of the losses suffered bythe Company.

10. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATECOMPANY:

The Company does not have any subsidiary Company during the period under review.

11. DEPOSITS:

During the financial year under review the Company did not accept any deposits coveredunder chapter V of the Companies Act 2013 and Section 73 of the Companies Act2013 andthe Companies (Acceptance of Deposits) Rules2014.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Company has adopted a framework and policy for approving relating party arrangements/transactions. Review of Related Party arrangements/transactions is carried by the AuditCommittee at its meetings. Company has framed Related Party T ransactions Policy providingthe framework for approval of related party transactions by the Audit Committee and Board.

The details of the Related Party Transactions during the period under review areprovided in Annexure I (AOC-2) which forms part of Board Report.

The policy on the Related Parties Transactions has been disclosed on the website of theCompany. Below is the link of the website.

http://www.ovobelfoods.com/general-information/policies/related-party-transaction/

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under Securitiesand Exchange Board of India (Listing Obligations and Disclosure Regulations) Regulations2015 forms part of this Annual Report and is annexed to this Report as Annexure II.Certain Statements in the said report may be forward looking. Many factors may affect theactual results which could be different from what the Directors envisage in terms of thefuture performance and outlook.

14. CORPORATE GOVERNANCE:

Your Company is committed to observe good Corporate Governance practices. The report onCorporate Governance for the

financial year ended March 31 2021 as per Regulation 34(3) read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Annual Report and is annexed to this Report as Annexure III. The requisitecertificate from Suman Bajoria & Associates Company Secretary in Practice confirmingCompliance with the provisions of Corporate Governance is attached to this Report asAnnexure IV.

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules2014 your Company as part of itsCSR initiatives has undertaken projects/programs in accordance with the CSR Policy and thedetails of the CSR activities are given as Annexure V forming part of this Report. Thepolicy on the Corporate Social Responsibility has been disclosed on the website of theCompany. Below is the link of the website.http://www.ovobelfoods.com/general-information/policies/csr-policy/

16. CHANGES IN COMPOSITIO OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2020- 21 following changes have been occurred in thecomposition of Board of Directors and Key managerial personnel:

SL Name of the Director No DIN Designation Appointment /Resignation/ Rotation w.e.f
1 Mr. Shanti Swarup Aggarwal 00322011 Managing Director Resignation 15/12/2020
2. Mr. Narendra Dattatri Haldawar 01633735 Director Resignation 15/12/2020
3 Ms. Anisha Agarwal 01961776 Director Resignation 15/12/2020
4 Mr. Swapan Kumar Majumder 03178122 Director Resignation 15/12/2020
5 Mr. Satish Narayana Swamy 05264105 Director Resignation 15/12/2020
6 Mr. Sudhir Kulkarni Chief Financial Officer Resignation 31/03/2021
7 Ms. Ritu Singh Company Secretary &Compliance Officer Resignation 28/12/2020
8 Mr. Syed Fahad 01865406 Additional Director (Promoter Non-Executive Director) Appointment 11/12/2020
9 Mr. Channappa Bhavihal Gurusiddappa 07278848 Additional Director (Promoter Non-Executive Director) Appointment 11/12/2020
10 Ms. Priyanka Rajora 08985737 Additional Director (Independent NonExecutive Director) Appointment 11/12/2020
11 Ms. Pooja Jain 08985766 Additional Director (Independent NonExecutive Director) Appointment 11/12/2020
12 Mr .Mysore Satish Sharad 08987445 Additional Director (Promoter Managing Director) Appointment as Additional Director 11/12/2020
Appointment as Managing Director 14/06/2021
13 Mr. Bharath Venkatesh# 09031790 Additional Director (Independent NonExecutive Director) Appointment 18/01/2021
14 Mr. Philip Van Bosstraeten 02600487 Director Rotation
15 Ms.Prakriti Sarvouy Company Secretary Appointment 13/01/2021
16 Mr. Sunil Varghese P Chief Financial Officer Appointment 14/06/2021
17 Mr. Bharath Venkatesh# 09031790 Additional Director (Independent NonExecutive Director) Cessation 28/07/2021

# resigned from the Board of Directors w.e.f. 28 July 2021 on account of newprofessional commitments and pre occupations.

17. DIRECTORS RESPONSIBILITY STATEMENT:

In Compliance with Section134(5) of the Companies Act2013 the Board of Directors tothe best of their knowledge and hereby confirm the following:

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 to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit 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 operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has invested in 10000 Equity Instruments at a face value of Rs. 10/-eachfully paid in SMIFS Capital Markets Limited (Quoted) on 28th March 1995.(Market value of the equity shares as on31stMarch 2020 was Rs.2.10 Lakhs and ason 31st March 2021was Rs 4.40Lakhs).

19. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company had laid down guidelines policies procedures and structure to enableimplementation of appropriate internal financial controls across the Company. Thesecontrol processes enable and ensure the orderly and efficient conduct of Company'sbusiness including safeguarding of assets prevention and detection of frauds and errorsthe accuracy and completeness of the accounting records and timely preparation &disclosure of financial statements. Review and control mechanisms are built into ensurethat such control systems are adequate and operating effectively. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board & Managing Director.

20. AUDIT COMMITTEE/STAKEHOLDER RELATIONSHIP COMMITTEE/NOMINATION AND REMUNERATIONCOMMITTEE /CORPORATE SOCIAL RESPONSIBILITY COMMITTEE/COMMITTEE OF INDEPENDENT DIRECTORS:

The Board of Directors has constituted four Committees i.e. Audit CommitteeStakeholder Relationship Committee Nomination and Remuneration Committee CorporateSocial Responsibility Committee as per requirement of Corporate Governance under SEBI(LODR) Regulation 2015.During the financial year 2020-21 a Committee of IndependentDirectors was formed on 18 January 2021 under Regulation 26(6) of SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011 as Company was undergoing the openoffer procedure under the said regulations. The majority of the members of theseCommittees are Independent and non-executives directors.

During the financial year 2020-2021 4 (Four) Audit Committee Meetings 3 (Three)Nomination and Remuneration Committee Meeting 1(One) Stakeholders Relationship CommitteeMeetings and 1(One) Corporate Social Responsibility Meetings were held at the Company asper requirement of Corporate Governance and any other applicable Regulations of theSEBI(LODR)Regulation 2015. No meetings were held for the Committee of IndependentDirectors during the financial year under review.

21. CFO CERTIFICATION:

CFO Certification Pursuant to SEBI(LODR)Regulation 2015 forms part of this AnnualReport and annexed to this Report as Annexure VI.

22. COMPLIANCE WITH SECRETARIAL STANDARD:

The company is in compliance with the applicable Secretarial Standards and otherSecretarial Standards voluntarily adopted by the company.

23. EMPLOYEE STOCK OPTION PLAN:

During the year there was no Employee Stock Option plan in the Company.

24. DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors have given declarations stating that they meet the criteriaof independence as laid down under section149(7) and any other applicable provisions ofthe Companies Act 2013 and the rules made thereunder and as per the requirement ofSEBI(LODR)Regulation 2015.

25. BOARD EVALUATION:

a. As per the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the formal annual evaluation was carried outfor the Board's own performance its committee & Individual directors.

b. The Independent Directors meeting to review the performance of the non-IndependentDirectors and Board as whole was held on 29.03.2021.

26. BOARD MEETINGS /COMMITTEE MEETINGS:

During the financial year 2020-21 9 (Nine) Board Meetings and 9 (Nine) CommitteeMeetings were held. The details of all Board meeting and Various Committee's Meeting aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the time prescribed under the Companies Act 2013 and SEBI(Listing Obligation andDisclosure Requirements) Regulations2015.

27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:

a. The Code lays down the standard procedure of business conduct which is expected tobe followed by the Directors and the designated employees in their business dealings andon matters relating to integrity in the workplace in business practices and in dealingwith stakeholders. The Code gives guidance through examples on the expected behavior froman employee in each situation and the reporting structure.

b. All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

c. The Code of conduct has been posted on the Companywebsitehttp://www.ovobelfoods.com/general- information/policies/code-conduct/

28. STATUTORY AUDITORS:

The Statutory Auditors M/s. Nara Hari & Raghavedra Chartered AccountantsBangalore (Firm registration No.014509S) was appointed as Statutory Auditor of theCompany on Annual General Meeting held on 29th December2016 for a tenure offive years as per the provisions of Section 139 of the Companies Act 2013 i.e. theappointment is valid till the conclusion of 29th Annual General Meeting for theFinancial year 2020-2021.As per the applicable provisions of the Companies Act 2013 andrelevant rules made thereunder the Audited financial statements along with StatutoryAudit report for the FY2020-21 is hereby annexed as Annexure VIII.

M/s.Nara Hari & Raghavedra Chartered Accountants had vide their letter dated 19thAugust 2021 have informed their unwillingness to seek re-appointment as Auditors of theCompany at the forthcoming Annual General Meeting.

The Board of Directors had at their meeting held on 28th August 2021subject to approval of the shareholders at the ensuing Annual General Meeting appointedASA & Associates LLP as Statutory Auditors of the Company.

29. SECRETARIAL AUDITOR AND REPORT:

Pursuant to the provisions of Section 204 and other applicable provisions of theCompaniesAct2013 and the rules made thereunder the Board of Directors has appointedMr.Rafeeulla Shariff Practicing Company Secretary Bangalore as Secretarial Auditor toconduct the Secretarial Audit of the Company for the Financial Year 2020-21. However Mr.Rafeeulla Shariff resigned and informed that he is unwilling/unable to conduct theSecretarial Audit for the FY 2020-21 due to pre-occupation in other assignments.

The Board of Directors had at their meeting held on 14th June 2021appointed Suman Bajoria & Associates as Secretarial

Auditor for the FY 2020-21. Section 204 of the Companies Act 2013 read with rules madethereunder inter-alia requires every listed company to annex with its Board report aSecretarial Audit Report given by a Company Secretary in Practice in the Form MR-3. As perthe above-mentioned provisions Secretarial Audit report as given by Suman Bajoria &Associates Sole Proprietorship is hereby annexed as Annexure VII.

30. COST AUDITORS:

The requirement of appointment of cost auditors is not applicable to the Company.

31. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION/ADVERSEREMARK/DISCLAIMER MADE BY THE AUDITORS:

Secretarial Auditor's observations/comments/qualifications:

> Listed entity shall ensure that hundred percent of shareholding of promoter(s) andpromoter group to be in dematerialized form and the same is maintained on a continuousbasis in the manner as specified by the Board. I observed that one of the promoters (M/s.Ovobel NV) shares are not in dematerialized form as prescribed in the provisions ofRegulation 31 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulation2015.

Management Reply: The directors of the Company have intimated to the respectivepromoters to convert their shares from physical form into dematerialized form and therespective promoters are in the process of conversion of their physical shares intodematerialized form.

> The Company is suspended from trading of securities at Calcutta Stock ExchangeLimited.

Management Reply: The Directors of the Company will take necessary steps for delistingof securities at Calcutta Stock Exchange Limited. The Directors of the Company had visitedto the Stock Exchange and discussed the matter relating to delisting of shares.

> Submission of Corporate Governance Report under Regulation 27 (2) of SecuritiesAnd Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations2015: There was delay in filing the report by 2 days. The report was required to be filedon 15th July 2020 but the same was filed on 17th July2020. BSE has issued notice to thecompany for delay filing.

Management Reply: The Company had filed condonation of delay with BSE on 18thAugust 2020

> Submission of Closure of trading window as per Securities And Exchange Board OfIndia (Prohibition of Insider Trading) Regulations 2015: The Company was required to fileclosure of trading window on 1st January 2021 but the same wad filed on 22ndJanuary 2021

Management Reply: The Company will ensure timely filing.

> Submission of Investor Grievance Report under Regulation 13 of Securities AndExchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations2015

Management Reply: The Company will ensure timely filing.

> The Constitution of the Board of Director of the Company was not in compliancewith Regulation 17 of the Securities And Exchange Board Of India (Listing Obligations AndDisclosure Requirements) Regulations 2015. The Company has been issued notice by BSEdated 2nd June 2021

Management Reply: The Board of Directors were unable to meet due to Covid illness andsubsequently the Board was reconstituted in compliance with Regulation 17 of theSecurities And Exchange Board Of India (Listing Obligations And Disclosure Requirements)Regulations 2015. The Company had filed condonation of delay with BSE on 23rdJune 2021.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has laid down a Whistle Blower Policy covering Vigil Mechanism withprotective clauses for the Whistle Blowers to report genuine concerns or grievances. TheWhistle Blower Policy has been hosted on the website of the Company athttp://www.ovobelfoods.com/general-information/policies/whistle-blower-policy/.

33. RISK MANAGEMENT:

The company does not have any Risk Management policy as the elements of riskthreatening the Company's existence are very minimal.

34. DISCLOSURE UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT.2013:

Except as disclosed elsewhere in this report if there have been any material changesand commitments which can affect the financial position of the Company occurred betweenthe end of the financial year of the Company and the date of this report the same shallbe reported here : Nil.

35. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGOIN TERMS OF SECTION 134(3)(M) OF THE COMPANIES ACT.2013 AND RULE 8 OF COMPANIES (ACCOUNTS)RULES.2014:

a. Conservation of Energy: With the increase in demand for the non-renewable energyresources such as water and electricity the Company has been using Wood Fired Boilers inthe factory which run on a fuel known as Briquettes(Agrowaste) instead of electricity. TheBriquettes fuel is made of saw dust groundnut shell coffee husk and tamarind shell.Theconsumptionofthebriquettesperhouris375kgs/hr. The Capacity of the boiler is 2000000kcals/hr. and the Company has invested Rs.4500000/-(inclusive of system oil) towards it.Purchase of spare thermic fluid heater Radiation & Convection coil of

16 25000/-

b. Technology Absorption: The Company continues to keep abreast the developments andseeks to implement the latest technology in the factory for the forthcoming years.However there was no technology imported by the Company during the last three years

c. Foreign Exchange Outflow/Inflow:

Particulars 31.03.2021 (Rupees in lakhs) 31.03.2020 (Rupees in lakhs)
Earnings in Foreign Currency 1050342679 1010753565
Expenditure in Foreign Currency 37104142 35140048

36. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

37. MATERIAL CHANGES AND COMMITMENTS:

Material changes and commitments affecting our financial position between the end ofthe financial year to which this financial statement relates and date of this report:

In the financial year 2018-19 as per BIFR proceedings Karnataka State Industrial andInfrastructure Development Corporation Limited (KSIIDC) & Ministry of Food ProcessingIndustry (MFPI) have accepted the scheme of one-time settlement and have issued no duecertificate and released 1000000 equity shares to the Company. During the financial year2019-20 the Company has submitted draft scheme of reduction of share capital to the SEBIfor the approval. Later Company has received the observation letter from BSE withreference no DCS/AMAL/BA/R37/1670/2019-20 dated 18th March 2020 which statesabout further actions to be taken by the Company. The Company is in the process ofobtaining the approval from the regulatory authorities i.e. Hon'ble National Company LawTribunal as informed in the observation letter.

38. POLICIES ON APPOINTMENT OF DIRECTORS. REMUNERATION AND OTHER MATTERS:

Disclosures under Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

Your Board report that:

> The ratio (Approx.) of the remuneration of each director to the medianremuneration of the employees of the company for the financial year 61.80:1

> The percentage increase in remuneration during the financial year of each:

• Executive Director (including Chief Executive Officer); and

• Chief Financial Officer and Company Secretary (or Manager if any)

There was increase or decrease in the remuneration of any Executive Director ChiefFinancial Officer or Company Secretary of the Company. Following are the details of thesame:

Name Designation

Remuneration (In Lakhs)

Percentage increase in
FY 202021 FY 201920 the remunerati on
Shanti Swarup Aggarwal Managing Director 269.5 84.24 219.9%
Sudhir Kulkarni Chief Financial Officer 18.13 18.43 (1.63)%
Ritu Singh Company Secretary 2.88 3.73 ''
Mysore Satish Sharad Managing Director '' '' ''
Sunil Varghese P Chief Financial Officer '' '' ''
Prakriti Sarvouy Company Secretary 0.31 '

> The percentage increase in the median remuneration of employees in the financialyear is 2.66 %(Approx.).

> The number of permanent employees on the rolls of company:107 (As on 31.03.2021).

> Average percentage increases already made in the salaries of employee's other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in2020-21 was 9.74%(approx.) Percentage decrease in the managerial remuneration for the yearwas 175.56 %(approx.)

> The key parameters for any variable component of remuneration availed by thedirectors: There is no variable component of remuneration availed by the directors.

> Affirmation that the remuneration is as per the remuneration policy of theCompany: Company affirms that the remuneration is as per the Remuneration policy of theCompany

> Names of the top ten employees in terms of remuneration drawn:

Name Remuneratio n Received (Rs.) Nature of employmen t whether contractual or otherwise Qualificatio n & Experience Date of commenceme nt of employment Ag e Percentage of equity shares held by the employee as a remuneratio n Whether any employee is a relative of any director/manag er of the Company and if so name of such director/ manager
S S Aggarwal 26950000 Permanent B.Com 01-04-2009 70 Nil Nil
Sudhir Kulkarni 1812702 Permanent B.Com 17-02-2011 61 Nil Nil
Ashwani Kumar Arora 1803818 Permanent B.Tech 03-10-2016 38 Nil Nil
Mohan.T.Gango or 1392783 Permanent B.E 01-08-1997 53 Nil Nil
Deepak N 1350719 Permanent B.E 01-03-2017 34 Nil Nil
Vinod Namdeorao Hirde 1094524 Permanent M.Sc 19-12-2019 34 Nil Nil
Sunil Varghese P 1032329 Permanent B.Com 16-03-2015 45 Nil Nil
Muniyappa U 696147 Permanent Diploma 19-09-1996 50 Nil Nil
Prakasam R 662003 Permanent MSC & BSC 19-07-2017 43 Nil Nil
Vijay Kumar K M 643109 Permanent ITI 23-01-1996 46 Nil Nil

> The Name of every employee who:

o if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than one crore and two lakh rupees: Nil. o ifemployed for a part of the financial year was in receipt of remuneration for any part ofthat year at a rate which in the aggregate was not less than eight lakhs and fiftythousand rupees per month: Nil. o If employed through out the financial year or partthereof was in receipt of remuneration in that year which in the aggregate or as thecase may be at a rate which in the aggregate is in excess of that drawn by the managingdirector or whole-time director or manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the company:Nil.

39. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDERESSAL)ACT.2013:

The company has in place a Policy for prevention of Sexual Harassment at the Workplacein line with the requirements of the sexual harassment of women at the Workplace(Prevention Prohibition & Redressal) Act 2013 and also has a policy and frameworkfor employees to report sexual harassment cases at workplace and its process ensurescomplete anonymity and confidentiality of information. Adequate workshops and awarenessprograms against sexual harassment are conducted across the organization. The Company hasinternal committee in compliance with sexual harassment of women at the Workplace(Prevention Prohibition & Redressal) Act 2013.

The following is the summary of sexual harassment complaints received and disposed ofduring the year under review:

• Number of complaints pending at the beginning of the year: Nil

• Number of complaints received during the year: Nil

• Number of complaints disposed during the year :Nil

• Number of cases pending at the end of the year :Nil

40. FRAUD REPORTING:

There have been no frauds reported by the Statutory Auditors of the Company to theAudit Committee or the Board of Directors under sub-section (12) of section 143 of theCompanies Act 2013 during the financial year.

41. CHANGE OF REGISTRAR & SHARE TRANSFER AGENTS:

During the Financial Year 2020-21 there was no changes in Registrar and Share transferagents.

42. ACKNOWLEDGEMENTS AND APPRECIATIONS:

The Board appreciates the commitment and dedication of its employees across all thelevels who have contributed to the growth and sustained success of the Company. We wouldlike to thank all our clients vendors bankers and other business associates for theircontinued support and encouragement during the year.

For and on behalf of the Board of Ovobel Foods Limited
Sd/- Sd/-
Mysore Satish Sharad Syed Fahad
Managing Director Director
DIN:08987445 DIN:01865406
Place: Bangalore Place: Bangalore
Date: 28.08.2021 Date: 28.08.2021
Sd/- Sd/-
Sunil Varghese P Prakriti Sarvouy
Chief Financial Officer Company Secretary & Compliance Officer
PAN:AFDPV2731D Membership No.: A21962
Place: Bangalore Place: Bangalore
Date: 28.08.2021 Date: 28.08.2021

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