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Shreeoswal Seeds & Chemicals Ltd.

BSE: 535088 Sector: Others
NSE: OSWALSEEDS ISIN Code: INE00IK01011
BSE 05:30 | 01 Jan Shreeoswal Seeds & Chemicals Ltd
NSE 05:30 | 01 Jan Shreeoswal Seeds & Chemicals Ltd

Shreeoswal Seeds & Chemicals Ltd. (OSWALSEEDS) - Director Report

Company director report

Dear Shareholders

Your Directors present their Report together with the standalone and consolidatedaudited financial statements of your Company for the year ended 31st March 2021.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:-

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIALSTATEMENTS:

The standalone and consolidated financial statements of the Company for the financialyear ended March 31 2021 have been prepared in accordance with the Accounting Standards(AS] as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are givenbelow:

(Amount in Lacs except EPS)

Particulars Standalone Consolidated
Year ended 31st March 2021 Year ended 31st March 2020 Year ended 31st March 2021 Year ended 31st March 2020
Total Income 7369.71 6309.07 16134.17 11679.76
Total Expenditure 6975.22 5953.44 15628.20 11243.84
Profit/(Loss) before exceptional and extraordinary items & tax 394.49 355.63 505.97 435.92
Exceptional & Extraordinary Item - (11.46) - (11.45)
Profit/(Loss) before tax 394.49 344.17 505.97 424.47
Provision for Tax
Current Tax 110.39 99.50 141.25 121.20
Deferred Tax 0.13 (0.79) (0.34) (1.34)
Profit/(Loss) after tax 283.97 245.46 365.06 304.61
Paid up Equity Share Capital 1524.50 1524.50 1524.50 1524.50
Earnings per share (Rs.10/- each) Basic 1.86 1.61 2.39 2.00
Diluted 1.86 1.61 2.39 2.00

1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS:

During the financial year 2020-21 revenue from operation of the Company on Standalonebasis increase to Rs. 7246.72 Lakhs as against Rs. 6230.72 Lakhs in the previous yearrecording an increase of 16.31%. Further during the financial year company earned netprofit after tax of Rs. 283.97 Lakhs as against previous year in which Company earned netprofit amounting to Rs. 245.46 Lakhs.

On a consolidated basis the revenue from operation increased to Rs. 16121.62 Lakhs asagainst Rs. 11667.19 Lakhs in the previous year recording an increase of 38.179%. Furtheron consolidated basis company earned net profit after tax of Rs. 365.06 lakhs as againstprevious financial year in which Company earned net profit amounting to Rs. 304.61 Lakhs.The consolidated financials reflect the cumulative performances of Shreeoswal Seeds andChemicals Limited along with its subsidiary. Detailed description about the businesscarried out is contained in the Management Discussion and Analysis report.

2. COMPOSITION OF BOARD OF DIRECTORS COMMITTEES & ATTENDANCE:-

I. BOARD OF DIRECTORS

The Composition of the Board is in conformity with Section 149 of the Companies Act2013. The Board of your Company comprises of six Directors as on 31st March 2021.Independent Directors are non-executive directors as defined under Regulation 16(1)(b) ofSEBI Listing Regulations read with Section 149(6) of the Companies Act 2013. The maximumtenure of Independent Directors is in compliance with the Act. All the IndependentDirectors have confirmed that they meet the criteria as mentioned under Regulation16(l)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015read with Section 149(6) of the Companies Act 2013.

During the Financial year 2020-21 Six Board Meetings were held i.e. on 08th June2020 30th July 2020 25th August 2020 11th November 2020 11th December 2020 and27th February 2021 respectively & the gap between two meetings did not exceed 120days. Proper notices for meeting were given and the proceedings were properly recorded andDraft Minutes of Board Meeting were circulated to members of the Board for their comments.

Composition and Attendance of Directors at the meetings held during the year 2020-21are mentioned in the table below:

Sr. No Name of Director Category No. of Board Meetings
Held during their tenure Attended Attendance at the previous AGM held on 28th September 2020
1 Mr. Sanjay Kumar Baigani (DIN: 07921083) Promoter & Managing Director 6 6 Yes
2 Mr. Anil Kumar Nahata (DIN:07921005) Promoter & Whole time Director and CEO 6 6 Yes
3 Mrs. Kiran Devi Begani (DIN:07921018) Promoter Non Independent & Non-executive Director 6 6 Yes
4 Mrs. Padma Nahta (DIN: 07921042) Promoter Non Independent & Non-executive Director 6 6 Yes
5 Mr. Gopal Lai Agarwal (DIN:08042715) Independent & Non Executive Director 6 6 Yes
6 Mr. Sunil Kumar Agarwal (DIN:08046616) Independent & Non Executive Director 6 6 Yes

II. AUDIT COMMITTEE:

The Company has constituted Audit Committee as per requirement of Section 177 of theCompanies Act 2013. The terms of reference of Audit Committee are broadly in accordancewith the provisions of Companies Act 2013. During the year the committee met on twooccasions on following dates viz. 30th July 2020 and 11th November 2020.

Composition and Attendance of Members at the Meetings of the Audit Committee heldduring 2020-21 is given below:

Sr. Name of No Director Category Designation No. of Meetings
Held during their tenure Attended
1 Mr. Gopal Lai Agarwal (DIN:08042715) Independent & Non Executive Director Chairperson 2 2
2 Mr. Sunil Kumar Agarwal (DIN:08046616) Independent & Non Executive Director Member 2 2
3 Mrs. Padma Nahta (DIN:07921042) Promoter NonIndependent & Non-Executive Director Member 2 2

As required under the Companies Act 2013 Listing regulations and SecretarialStandards the Chairman of the Committee or in his absence any other Member of theCommittee authorized by him on his behalf shall attend the General Meeting of the Company.Mr. Gopal Lai Agarwal Chairperson of the Audit Committee was virtually present at the3rd AGM of the Company held through Video Conferencing ("VC"]/ Other AudioVisual Means ("OAVM"] facility on 28th September 2020 to address theShareholders' queries pertaining to Annual Accounts of the Company.

III. NOMINATION & REMUNERATION COMMITTEE:

The Company has constituted Nomination & Remuneration Committee as per requirementof Section 178 of the Companies Act 2013. The terms of reference of Nomination &Remuneration Committee are broadly in accordance with the provisions of Companies Act2013. During the year the committee met on 11th November 2020.

Composition and Attendance of Members at the Meetings of the Nomination &Remuneration Committee held during 2020-21 is given below:

Sr. Name of Director No Category Designation No. of Meetings
Held during their tenure Attended
1 Mr. Gopal Lai Agarwal (DIN: 08042715) Independent & Non Executive Director Chairperson 1 1
2 Mr. Sunil Kumar Agarwal (DIN:08046616) Independent & Non Executive Director Member 1 1
3 Mrs. Padma Nahta (DIN:07921042) Promoter NonIndependent & NonExecutive Director Member 1 1

As per Section 178(7) of the Act Listing Regulation and Secretarial Standards theChairman of the Committee or in his absence any other Member of the Committee authorizedby him in this behalf shall attend the General Meetings of the Company. The Chairperson ofthe Committee Mr. Gopal Lai Agarwal was present at the 3rd AGM of the Company held on28th September 2020 to answer members' queries.

IV. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder's Relationship Committee to redress complaintsof shareholders. During the year the committee met on two occasions on following datesviz. 30th July 2020 and 11th November 2020.

Composition and Attendance of Members at the Meetings of the Stakeholder's RelationshipCommittee held during 2020-21 is given below:

Sr. Name of No Director Category

Designation

No. of Meetings

Held during their tenure Attended
1 Mrs. Padma Promoter Non-

Chairperson

2 2
Nahta (DIN: 07921042) Independent & NonExecutive Director
2 Mr. Gopal Lai Agarwal (DIN: 08042715) Independent & Non Executive Director Member

2

2
3 Mr. Sunil Kumar Agarwal (DIN: 08046616) Independent & Non Executive Director Member

2

2

As per Section 178(7) of the Act and Secretarial Standards the Chairman of theCommittee or in his absence any other Member of the Committee authorized by him in thisbehalf shall attend the General Meetings of the Company. The Chairperson of the CommitteeMrs. Padma Nahta was present at the 3rd Annual General Meeting of the Company held on 28thSeptember 2020.

V. MEETING OF INDEPENDENT DIRECTOR:

The Independent Directors met once during the year as on 27th February 2021. TheMeeting was conducted in an informal manner without the presence of the Chairman theWhole Time Director the Non-Executive Non-Independent Directors and the Chief FinancialOfficer.

3. DIVIDEND:-

To conserve resources and plough back profits your Directors have not recommended anydividend for the year under review.

4. AMOUNTS TRANSFERRED TO RESERVES: -

During the financial year no amount has been transferred to any reserve.

5. DEPOSITS:-

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER VOF THE ACT

Not applicable since company has not accepted any deposits the question does not ariseregarding non compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) of Companies Act 2013 Read with Rule 2(l)(viii) of Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification or re

enactment thereof for the time being in force) the details of unsecured loan receivedfrom directors are given below:

S. Name of Directors No. Amount Received Amount Repaid Outstanding amount on 31.03.2021
01 Mr. Sanjay Kumar Baigani (Managing Director) 22108541/- 22108541/- -
02 Mr. Anil Kumar Nahata (Wholetime Director and CEO) 1336985/- 1336985/- -

6. SUBSIDIARY COMPANIES JOINT VENTURES OR ASSOCIATE COMPANIES:-

The Company has one Wholly Owned Subsidiary Company i.e. Shreeoswal Psyllium ExportsIndia Limited (CIN: U01100MP2018PLC045146) as on March 31 2021. Financial of thesubsidiary is disclosed in the Consolidated Financial Statements which form part of thisAnnual Report. A separate statement containing salient features of the Financial Statementof the Subsidiary in accordance with Section 129(3) of the Companies Act 2013 and therules made there under in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-Aand hence is not repeated here for sake of brevity. The Company does not have anyjoint venture or associate Company. There has been no material change in the nature of thebusiness of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing inter alia the audited standalone andconsolidated financial statements has been placed on the website of the Company atwww.oswalseeds.com. Further audited financial statements together with relatedinformation and other reports of the subsidiary company have also been placed on thewebsite of the Company at www.oswalseeds.com.

In terms of Section 136 of the Companies Act 2013 ('the Act') financial statement ofthe subsidiary company is not required to be sent to the members of the Company. TheCompany shall provide a copy of the annual accounts of its subsidiary company to themembers of the Company on their request. The annual accounts of its subsidiary companywill also be kept open for inspection at the registered office of the Company duringbusiness hours.

MATERIAL SUBSIDIARY

During the year under review Company does not have any material subsidiary company.

7. CONSOLIDATED FINANCIAL STATEMENTS:-

Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to the requirement of Section 129 of the Companies Act 2013 and Regulation 33& Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 read with other applicable provisions and prepared in accordance withAccounting Standard AS-21 for financial year ended March 31 2021. The ConsolidatedFinancial Statements form part of this Annual Report.

A Report on the performance and financial position of the subsidiary company includedin the Consolidated Financial Statements and their contribution to the overall performanceof the Company is provided in Form AOC-1 and forms part of this Annual Report

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Sanjay Kumar Baigani (DIN: 07921083) and Mr. AnilKumar Nahata (DIN: 07921005) retires by rotation at the forthcoming Annual General Meetingand being eligible offers themselves for re-appointment. However their term is fixed andshall not break due to this retirement. The Board recommends their reappointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.

Further during the financial year Board of Directors in their meeting held on 11thNovember 2020 considered re-appointment of Mr. Sanjay Kumar Begani (DIN: 07921083) asManaging Director of the Company for term of three year w.e.f. 01st December 2020 to 30thNovember 2023 subject to approval of the members in ensuing Annual General Meeting.

Further during the current financial year Board of Directors in their meeting held on31st May 2021 considered re-appointment of Mr. Anil Kumar Nahata (DIN: 07921005) asWhole-time Director of the Company for term of three year w.e.f. 15th June 2021 to 14thJune 2024 subject to approval of the members in ensuing Annual General Meeting.

The following have been designated as the Key Managerial Personnel of the Companypursuant to Sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time totime:

1. Mr. Sanjay Kumar Baigani (DIN: 07921083) Managing Director;

2. Mr. Anil Kumar Nahata (DIN: 07921005) Whole Time Director and CEO;

3. Mr. Ashok Dhakar Chief Financial Officer;

4. Mr. Dilip Patidar Company Secretary & Compliance officer.

DISQUALIFICATIONS OF DIRECTORS:-

During the year declarations were received from the Directors of the Company pursuantto Section 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTOR:-

The Independent Directors have submitted the declaration of independence as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation 16(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘theListing Regulations') as amended from time to time.

The Board is of the opinion that the Independent Directors of the Company hold higheststandards of integrity and possess requisite expertise and experience required to fulfiltheir duties as Independent Directors.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors] Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the databank maintainedby The Indian Institute of Corporate Affairs Manesar ("IICA"). The IndependentDirectors are also required to undertake online proficiency self-assessment test conductedby the IICA within a period of 2 (two] years from the date of inclusion of their names inthe data bank unless they meet the criteria specified for exemption.

10. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(5] of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures in adoption of these standards;

ii. 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 at the end of the financial year and ofthe profit of the Company for that year;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

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

11. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES:-

Pursuant to the provisions of the Act and the SEBI Listing Regulations The evaluationof all the directors committees Chairman of the Board and the Board as a whole wasconducted based on the criteria and framework adopted by the Board which includesassessing the quality quantity and timelines of flow of information between the CompanyManagement and the Board as it is necessary for the Board to effectively and reasonablyperform their duties.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. The Directors were satisfied with the evaluation resultswhich reflected the overall engagement of the Individual Directors the Board as a wholeand its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by theNomination and Remuneration committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity expertise and experience of the independentdirector appointed during the year.

During the year under review the Board has not appointed any Independent Director inthe Company. However in the opinion of the Board all our Independent Directors possessrequisite qualifications experience expertise and hold high standards of integrity forthe purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014.

12.PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186:-

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 at the financial year ended 2021 Company had investment of Rs. 3.50 Croresconsisting of 3500000 equity shares of Rs. 10/- each in Shreeoswal Psyllium ExportsIndia Limited which is wholly owned subsidiary company and investment of Rs. 73015.36consisting of 10900 equity shares of Vodafone Idea Limited Further company had givenloan and advances to its wholly owned subsidiary company and outstanding amount as on 31stMarch 2021 is Rs. 247.85 Lacs. Details of Investments and loan are stated in notes No. 13and 15 to Financial Statements respectively.

The above stated investment and loan are within the limits as specified under Section186 of the Companies Act 2013 and the company is not required to take any furtherapproval of its members.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-

Your Company has formulated the Policy on Related Party Transactions in line with therequirements of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018. The policy regulates all transactions betweenthe Company and its related parties which is also available on the Company's website at:https://www.oswalseeds.com/conduct.html.

The Policy intends to ensure that proper reporting; approval and disclosure processesare in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a halfyearly basis for transactions which are of repetitive nature and/or entered in theOrdinary Course of Business and are at Arm's Length. All Related Party Transactions aresubjected to independent review by an Audit Committee to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations.

All Related Party Transactions entered into during the financial year 2020-21 were inordinary course of business and on arm's length basis. No Material Related PartyTransactions i.e. transactions exceeding 10% of the annual turnover as per the lastaudited financial statement were entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable to the Company.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:-

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under:

14.1 CONSERVATION OF ENERGY:

a. The steps taken or impact on conservation of energy:-

The Company has a well-organized structured and centrally controlled Energy Managementsystem for utility and Infrastructure. Regular focus and efforts are made to improveefficiency and accuracy by modernization of high end Technology. Some of the keyinitiatives for conserving energy are as under: -

(i) Replacement of Conventional Light with LED Lights at factory and Office resultingin saving of electricity.

(ii) Replacement of capacitor and installed latest technology equipments machine andplants which consume less energy and minimum power.

b. The steps taken by the company for utilizing alternate sources of energy: -

The Company has used alternate source of energy whenever and to the extent possible.DG set is used by the Company.

c. The capital investment on energy conservation equipments:- NIL

14.2 TECHNOLOGY ABSORPTION:

a. The effort made towards technology absorption-

Company have installed latest technology of machine made in bulher (UK]

b. The benefits derived like product improvement cost reduction product developmentor import substitution- No specific activity has been done by the Company.

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year:- The Company has neither purchased within India norimported any technology.

d. The expenditure incurred on Research & Development.- The Company has notincurred any expenditure on Research and Development during the year under review.

14.3 FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no Foreign Exchange earnings and outgoings that took place during thefinancial year as required by Companies (Accounts] Rules 2014.

15.STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS:-

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

Your company has an effective internal control and risk mitigation system. Thecompany's internal control system is commensurate with its size scale and complexities ofits operations; the internal and operational audit is entrusted to Ms. Avani NaharChartered Accountants. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen

The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the audit committee of the board. To maintain its objectivity andindependence the internal audit function reports to the chairman of the audit committee.Report of statutory auditors for internal financial control system is part of AuditReport.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Provisions of Section 135 of the Companies Act 2013 does not apply to the Company ascompany does not fall under any of the criteria specified under above referred sectiontherefore Company has not constituted Corporate Social responsibility (CSR) committee asrequired under the Act.

17. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: -

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act2013 the nomination and remuneration policy of the Company which lays down the criteriafor determining qualifications competencies positive attributes and independence forappointment of Directors and policies of the Company relating to remuneration ofDirectors KMP and other employees is available on the Company's website athttps://www.oswalseeds.com/conduct.html. The Board of Directors affirms that theremuneration paid to Directors senior management and other employees is in accordancewith the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended up to date is annexed as Annexure-B and forms an integral part ofthe Board Report.

None of the employee of the company is drawing more than Rs. 10200000/- per annum orRs. 850000/- per month for the part of the year during the year under review.Therefore Particulars of the employees as required under Section 197 of Companies Act2013 read with rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable during the year under review.

Further the statement containing details of Top Ten Employees in terms of remunerationof employees as required under Section 197(12) of the Act read with Rule 5(2) & 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable at registered office of the Company. In terms of Section 136(1) of the Act theAnnual Report is being sent to the Members excluding the aforesaid details. Any Memberdesirous of obtaining above said details may write to the Company Secretary.

Mr. Sanjay Baigani Managing Director and Mr. Anil Kumar Nahata Whole Time Directorand CEO have taken sitting fee of Rs. 150000/- each from wholly owned subsidiary companySHREEOSWAL PSYLLIUM EXPORTS INDIA LIMITED during the year under review.

Further Mrs. Kiran Devi Begani and Mrs. Padma Nahta who are Non Executive NonIndependent Director of the Company are drawing remuneration of Rs. 1200000/- each fromwholly owned subsidiary company i.e. SHREEOSWAL PSYLLIUM EXPORTS INDIA LIMITED in capacityof whole time Director in wholly owned subsidiary Company during the year under review.

18. CORPORATE GOVERNANCE:-

The Company being listed on the SME Platform of National Stock Exchange of IndiaLimited [EMERGE Platform) is exempted from provisions of applicability of CorporateGovernance as per Regulation 15 of the SEBI (LODR) Regulations 2015. Hence no CorporateGovernance Report is required to be disclosed with Annual Report. It is pertinent tomention that the Company follows majority of the provisions of the corporate governancevoluntarily as a part of Good Corporate Governance.

19. REPORT ON MANAGEMENT DISCUSSION ANALYSIS:-

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a detailed analysis of the Company'sperformance is discussed in the Management Discussion and Analysis Report which formspart of this Annual Report.

20. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY:-

The Company has a whistle blower policy for Directors and employees to report genuineconcerns or grievances about unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy. The details of establishment of thereporting mechanism are disclosed on the website of the Company at the weblink:-http://www.oswalseeds.com/conduct.html .No Person has been denied access to the AuditCommittee.

21. SECRETARIAL AUDIT:-

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsappointed M/s. L. N. Joshi & Company Practicing Company Secretaries Indore toconduct the Secretarial Audit of the Company for year ended March 31 2021. TheSecretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-Cand forms an integral part of this Report which is self explanatory. The secretarialaudit report does not contain any qualification reservation or adverse remark.

22.STATUTORY AUDITORS:-

M/s. Bharat Kumar Agarwal & Co Chartered Accountants (Firm RegistrationNo.012245C) were appointed as Statutory Auditors of your Company in the lstAnnual GeneralMeeting held on 21st December 2018 for a term of five consecutive years i.e. (from theconclusion of 1st AGM up to the conclusion of 6th AGM to be held in the calendar year 2023on such remuneration as may be mutually agreed between the Board of Directors of theCompany and the auditors.

Further during the financial year 2020-21 name of Company Statutory Auditor waschanged from Bharat Kumar Agarwal & Co to Agarwal Patel and Sinhal. However there wasno change in firm constitution firm registration number of the statutory Auditor firm.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May2018 amending Section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s Agarwal Patel andSinhal Chartered Accountants at the forthcoming AGM.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.

Further there was no fraud in the Company which was required to report by StatutoryAuditors of the Company under sub-section (12) of Section 143 of Companies Act 2013.

23. INTERNAL AUDIT:-

The Board has appointed CA Avani Nahar as Internal Auditor of the company in themeeting of Board of Directors held on 25th August 2020 in place of Ms. Minal Nahar andtakes her suggestions and recommendations to improve and strengthen the internal controlsystems. Her scope of work includes review of operational efficiency effectiveness ofsystems & processes compliances and assessing the internal control strengths in allareas.

The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.

24. COST AUDIT:-

Your Company does not falls within the provisions of Section 148 of Companies Act 2013read with the Companies (Cost Records & Audit) Rules 2014 as amended from time totime; therefore no such record are required to be maintained.

25. CODE OF CONDUCT:-

The Board of Directors has laid down a Code of Conduct ("the Code") for allBoard members and senior management personnel of your Company. The Code of Conduct isavailable on Company's website of the Company http://www.oswalseeds.com/conduct.html.

All Board members and senior management personnel have confirmed compliance with theCode.

26. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:-

The Company has formulated and adopted the 'Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information' which inter alia includes Policyfor determination of "Legitimate Purpose" and 'Code of Conduct for Prevention ofInsider Trading in Securities of Shreeoswal Seeds and Chemicals Limited in compliance withthe Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations2015 ("the Regulations").

The Company's Code of Conduct has been formulated to regulate monitor and ensurereporting of trading by the Designated Persons and their immediate relatives towardsachieving compliance with the Regulations and is designed to maintain the highest ethicalstandards of trading in Securities of the Company by persons to whom it is applicable. TheCode lays down Guidelines which advises them on procedures to be followed and disclosuresto be made while dealing with securities of the Company and cautions them of theconsequences of violations. During the year under review the Company's Code of Conductwas amended in line with the amendments brought in the Regulations by SEBI.

2 7. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:-

The Board of Directors has adopted a risk management policy to develop and implementrisk management procedure/plan including therein elements of risks if any which in theopinion of the Board may threaten the existence of the Company.

28. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:-

The Covid-19 pandemic which is once in a lifetime occurrence has brought with it anunimaginable suffering to people and to almost all sections of the economy. The nationwidelockdowns to curtail the transmission of disease had put the global economy in extremestress and would have a long-lasting economic impact. However the operations of theCompany were not much affected since business activities of company being a part ofessential services sector the Company continued their business & operations.Although there are certain challenges which impacted the business being softer thannormal such as Lack of availability of Labor and transportation. Apart from this there areno material changes and commitments affecting the financial position of the company haveoccurred between the end of the financial year to which the financial statements relateand the date of this Board's report.

29. ENVIRONMENT AND SAFETY:-

Safety is your company's top most priority with primary focus on developing a safetyculture among employees. Your Company's policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.

30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)ACT 2013:-

The company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (India) and the Rulesthereunder. The Company's process ensures complete anonymity and confidentiality ofinformation. Adequate workshops and awareness programmes against sexual harassment areconducted across the organization.

There was no case of sexual harassment reported during the year under review. Furtherthe Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

31. LISTING OF SHARES

Company's shares are listed on NSE. The company has paid annual listing fee forFinancial Year 2021-22.

32.INSURANCE:-

The Company's assets are adequately insured against the loss of fire and other risk asconsidered necessary by the Management from time to time.

33. COMPLIANCE OF SECRETARIAL STANDARD:-

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

34. INDUSTRIAL RELATIONS:-

Company's Industrial relations continued to be healthy cordial and harmonious duringthe year under review. Your Directors record their appreciation for all the effortssupport and co-operation of all employees extended from time to time.

3 5. DEPOSITORY SYSTEM:-

Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL).

36. ANNUAL RETURN

Pursuant to Section 134(3) (a) and Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 as amended fromtime to time the Annual Return of the Company for Financial Year 2020-21 is available onthe Company's website at weblink at

http://www.oswalseeds.com/Form MGT-7 Shreeoswal%20Seeds.pdf

37. UTILIZATION OF IPO FUND:

Details of utilization of funds received through initial public offer have been givenin Notes no.14 of financial statements of the Company.

38. DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The Company adopted Accounting Standards ("AS"). Accordingly the financialstatements have been prepared in accordance with Accounting standard prescribed underSection 133 and other relevant provisions of the Companies Act 2013 read with Rule 7 ofCompanies (Accounts) Rules 2014.

3 9. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account/unclaimed suspenseaccount.

40. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events on these items during the year underreview:-

• Company has not issue of equity shares with differential rights as to dividendvoting or otherwise.

• Company has not granted any stock option or issue sweat equity shares.

• As on 31st March 2021 none of the Directors of the company hold instrumentsconvertible into equity shares of the Company.

• No Significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operation in future.

• Voting rights which are not directly exercised by the employees in respect ofshares for the subscription/ purchase of which loan was given by the Company (as there isno scheme pursuant to which such persons can beneficially hold shares as envisaged underSection 67 (3) (c) of the Companies Act 2013).

• There has been no change in the nature of business of your Company.

• The Business Responsibility Reporting as required by Regulation 34(2) of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is notapplicable to your Company for the financial year ending March 31 2021.

• No application was made or any proceeding is pending under the Insolvency andBankruptcy Code 2016 during the year in respect of your Company.

• There was no one time settlement of loan obtained from the Banks or FinancialInstitutions.

41. ACKNOWLEDGMENT: -

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. The Directors wish to convey their appreciation to all of the Company'semployees for their contribution towards the Companies performance. The Directors wouldalso like to thank the shareholders employees investors stock exchanges customersbankers governments and all other business associates for their continuous support to theCompany and their confidence in its management.

For and on behalf of the Board of Directors SHREEOSWAL SEEDS AND CHEMICALS LIMITED

Date: 10th August 2021
Place: Neemuch
Sanjay Kumar Baigani Anil Kumar Nahata
Managing Director Whole-time Director& CEO
DIN:07921083 DIN:07921005

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