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Shreeoswal Seeds & Chemicals Ltd.

BSE: 535088 Sector: Others
NSE: OSWALSEEDS ISIN Code: INE00IK01011
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Shreeoswal Seeds & Chemicals Ltd. (OSWALSEEDS) - Director Report

Company director report

Dear Shareholders

Your Directors present their third Annual Report together with thestandalone and consolidated audited financial statements of your company for the yearended March 31 2020.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:-

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED

FINANCIAL STATEMENTS:

The performance highlights and summarized financial results of theCompany are given below:

(Amount in Lacs Except EPS)

Particulars Standalone Consolidated
F.Y. ended F.Y. ended F.Y. ended F.Y. ended
2020 2019 2020 2019
Total Income 6309.07 4989.58 11679.76 12651.82
Total Expenditure 5953.44 4699.49 11243.84 12265.68
Profit/(Loss) before exceptional and extraordinary items & tax 355.63 290.09 435.92 386.14
Exceptional & Extraordinary Item (11.46) (0.84) (11.45) (7.65)
Profit/(Loss) before tax 344.17 289.25 424.47 378.49
Provision for Tax Current Tax 99.50 73.01 121.20 97.66
Deferred Tax (0.79) (0.50) (1.34) (0.99)
Profit/(Loss) after tax 245.46 216.74 304.61 281.82
Paid up Equity Share Capital 1524.50 1524.50 1524.50 1524.50
Earnings per share (Rs.10/- each) Basic 1.61 1.42 2.00 1.85
Diluted 1.61 1.52 2.00 1.98

1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS:

During the financial year 2019-20 Total Income of the company onstandalone basis increased to Rs. 6309.07 lacs as against Rs. 4989.58 lacs in previousyear and earned net profit of Rs. 245.46 lacs as against Rs. 216.74 lacs in previous year.

On a consolidated basis during the year under review Total Income isRs. 11679.76 lacs as against to Rs. 12651.82 lacs in previous year and earned net profitof Rs. 304.61 lacs as against Rs. 281.82 lacs in previous year.

1.3 IMPACT ON BUSINESS OPERATIONS OF YOUR COMPANY ON ACCOUNT OFCOVID-19 PANDEMIC:

Global disruption caused by CoVID-19 combined with a total nationwidelockdown has resulted in significant economic contraction in India. However Agriculturesector has seen relatively lesser disruption being part of essential items. Hence ourProcessing and manufacturing units i.e. Neemuch unit were working and strictly followingthe guidelines issued by the Central and State Governments. Although there are certainchallenges which impacted the business being softer than normal such as Lack ofavailability of Labor and transportation.

1.4 CHANGE IN NATURE OF BUSINESS:

Company is engaged in the business of production processing and saleof different kind of agricultural seeds and during the year there was no change inbusiness activity of the company.

1.5 SHARE CAPITAL:

The Paid-Up Equity Share Capital as at 31stMarch 2020 stoodat Rs. 152450000/- (Rupees Fifteen Crores Twenty Four Lakhs Fifty Thousand Only dividedinto 15245000 (One Crores Fifty Two Lakhs Forty Five Thousand] Equity Shares of Rs.10/-each. During the year under review the company has not issued shares with differentialvoting rights nor has granted any stock option or sweat equity shares. As on 31st March2020 none of the Directors of the company hold instruments convertible into equity sharesof the Company.

1.6 UTILIZATION OF IPO FUND:

Details of utilization of funds received through initial public offerhave been provided in Notes no.14 of financial statements of the Company.

2. EXTRACT OF ANNUAL RETURN:-

The detail forming part of the extract of the Annual Return in formMGT-9 as required under Section 92 of the Companies Act 2013 is annexed as Annexure - Aand forms an integral part of this Report and is also available on the website of theCompany.

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

I. BOARD OF DIRECTORS

The Composition of the Board is in conformity with Section 149 of theCompanies Act 2013. The Board of your Company comprises of six Directors as on 31stMarch 2020. Independent Directors are non-executive directors as defined under Regulation16(l)(b) of SEBI Listing Regulations read with Section 149(6) of the Companies Act 2013.The maximum tenure of Independent Directors is in compliance with the Act and all theIndependent Directors have confirmed that they meet the criteria as mentioned underRegulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and Section 149(6) of the Companies Act 2013.

During the Financial year 2019-20 Six Board Meetings were held i.e. on29.05.2019 20.06.2019 07.08.2020 12.11.2019 20.01.2020 and 02.03.2020 respectively& the gap between two meetings did not exceed 120 days. Proper notices for meetingwere given and the proceedings were properly recorded and Draft Minutes of Board Meetingwere circulated to members of the Board for their comments.

Composition and Attendance of Directors at the meetings held during theyear 2019-20 are mentioned in the table below:

Name of Director Category No. of Board Meetings Attendance at the previous AGM held on 14th September 2019
Held during their tenure Attended
1 Mr. Sanjay Kumar Baigani (DIN: 07921083) Managing Director 6 6 Yes
2 Mr. Anil Kumar Nahata (DIN:07921005) Whole time Director & CEO 6 6 Yes
3 Mrs. Kir an Devi Begani (DIN:07921018) Non-executive Director 6 6 Yes
4 Mrs. Padma Nahta (DIN:07921042) Non-executive Director 6 6 Yes
5 Mr. Gopal Lai Agarwal (DIN:08042715) Independent/Non Executive Director 6 6 Yes
6 Mr. Sunil Kumar Independent/Non 6 6 Yes
Agarwal (DIN: 08046616) Executive Director

II. AUDIT COMMITTEE:

The Company has constituted Audit Committee as per requirement ofSection 177 of the Companies Act 2013. The terms of reference of Audit Committee arebroadly in accordance with the provisions of Companies Act 2013. During the year thecommittee met on two occasions on following dates viz. May 29th 2019 andNovember 12th 2019.

Composition and Attendance of Members at the Meetings of the AuditCommittee held during 2019-20 is given below:

Name of 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) Non-Independent/ Non-Executive Director Member 2 2

III. NOMINATION & REMUNERATION COMMITTEE:

The Company has constituted Nomination & Remuneration Committee asper requirement of Section 178 of the Companies Act 2013. The terms of reference ofNomination & Remuneration Committee are broadly in accordance with the provisions ofCompanies Act 2013. During the year the committee met on two occasions on following datesviz. June 20th 2019 and August 7th 2019.

Composition and Attendance of Members at the Meetings of the Nomination& Remuneration Committee held during 2019-20 is given below:

Name of Director Category Designation No. of Meetings
Held during their tenure Attended
1 Mr. Gopal LalAgarwal (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) Non-Independent/ Non-Executive Director Member 2 2

IV. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder's Relationship Committee toredress complaints of shareholders. During the year the committee met on two occasions onfollowing dates viz. May 29th 2019 and November 12th 2019.

Composition and Attendance of Members at the Meetings of theStakeholder's Relationship Committee held during 2019-20 is given below:

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

4. DIVIDEND:-

To conserve resources and plough back profits your Directors have notrecommended any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES:- During the financial year noamount has been transferred to any reserve.

6.DEPOSITS:- The Company has not accepted any Public deposits withinthe meaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014. DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS: Pursuantto Section 2(31) of Companies Act 2013 Read with Rule 2(l)(viii) of Companies (Acceptanceof Deposits) Rules 2014 (including any statutory modification or re-enactment thereoffor the time being in force) the Company has not received any unsecured loan fromdirectors during the financial year.

7. SUBSIDIARY COMPANIES JOINT VENTURES OR ASSOCIATE COMPANIES:-

The Company has one Wholly Owned Subsidiary Company i.e. ShreeoswalPsyllium Exports India Limited (CIN: U01100MP2018PLC045146) as on March 31 2020.Financial of the subsidiary is disclosed in the Consolidated Financial Statements whichform part of this Annual Report. A separate statement containing salient features of theFinancial Statement of the Subsidiary in accordance with Section 129(3) of the CompaniesAct 2013 and the rules made there under in the prescribed Form AOC-1 is annexed to thisReport as ANNEXURE-B and hence is not repeated here for sake of brevity. The Company doesnot have any joint venture or associate Company. There has been no material change in thenature of the business of the subsidiary company. In accordance with fourth proviso toSection 136(1) of the Companies Act 2013 the Annual Report of your Company containinginter alia the audited standalone and consolidated financial statements has been placedon the website of the Company at www.oswalseeds.com. Further audited financial statementstogether with related information and other reports of the subsidiary company have alsobeen placed on the website of the Company at www.oswalseeds.com. In terms of Section 136of the Companies Act 2013 ('the Act') financial statement of the subsidiary company isnot required to be sent to the members of the Company. The Company shall provide a copy ofthe annual accounts of its subsidiary company to the members of the Company on theirrequest. The annual accounts of its subsidiary company will also be kept open forinspection at the registered office of the Comparry during business hours.

8. CONSOLIDATED FINANCIAL STATEMENTS:-

Your Directors have pleasure in attaching the Consolidated FinancialStatements pursuant to the requirement of Section 129 of the Companies Act 2013andRegulation 33 & Regulation 34 of the SEBI [Listing Obligations & DisclosureRequirements) Regulations 2015 read with other applicable provisions and prepared inaccordance with Accounting Standard AS-21 for financial year ended March 31 2020. TheConsolidated Financial Statements form part of this Annual Report.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

In accordance with the provisions of Section 152 of the Companies Act2013 and the Company's Articles of Association Mrs. Kiran Devi Begani (DIN: 07921018)Director of the Company retires by rotation at the forthcoming Annual General Meeting andbeing eligible offer herself for re-appointment. The Board recommends her re-appointmentfor the consideration to members of the Company at the ensuing Annual General Meeting.

During the financial year Ms. Anjali Bamboria resigned from the postof Company Secretaiy and Compliance officer (KMP) of the Company w.e.f. 20thJune 2019. Further Mr. Dilip Patidar was appointed as Company Secretary and Complianceofficer (KMP) of the Company w.e.f. 07th August 2019.

The following have been designated as the Key Managerial Personnel ofthe Company pursuant to Sections 2[51) and 203 of the Companies Act 2013 read with theCompanies [Appointment and Remuneration of Managerial Personnel) Rules 2014:

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

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

3. Mr.AshokDhakar Chief Financial Officer;

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

DISQUALIFICATIONS OF DIRECTORS:-

During the year declarations were received from the Directors of theCompany pursuant to Section 164 of the Companies Act 2013. Board appraised the same andfound that none of the director is disqualified for holding office as director.

10. DECLARATION BY INDEPENDENT DIRECTOR:-

The Company has received declarations from all the IndependentDirectors of the Company as required under Section 149[7) of the Companies Act 2013confirming that they fulfil the criteria of independence as prescribed under Section 149[6) of the Companies Act 2013 and

11. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures in adoption of thesestandards;

ii. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that year;

iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

v. The Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively;

vi. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

12. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATIONHAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITSCOMMITTEES:-

The performance evaluation criterion for independent directors isdetermined by the Nomination and Remuneration committee. An indicative list of factorsthat may be evaluated include participation and contribution by a director commitmenteffective deployment of knowledge and expertise effective management of relationship withstakeholders integrity and maintenance of confidentiality and independence of behaviourand judgement.

The evaluation of independent directors is done by the entire board ofdirectors which includes -

(a) Performance of the directors; and

(b) Fulfilment of the independence criteria as specified in theseregulations and their independence from the management:

Provided that in the above evaluation the directors who are subject toevaluation do not participate

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

Pursuant to Section 186 of Companies Act 2013 and Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 at the financial year ended 2020 company had investment of Rs. 3.50Crores consisting of 3500000 equity shares of Rs. 10/- each in Shreeoswal Psyllium ExportsIndia Limited which is wholly owned subsidiary company. Further company had given loan andadvances to its wholly owned subsidiary company and outstanding amount as on 31st march2020 is Rs.1847.59 Lacs. Details of Investment and loan are stated in notes No. 13 and 15to Financial Statements respectively.

The above stated investment and loan are within the limits as specifiedunder section 186 of the Companies Act 2013 and the company is not required to take anyfurther approval of its members.

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

In line with the requirements of the Companies Act 2013 and ListingRegulations your Company has formulated a Policy on Related Party Transactions which isalso available on the Company's website at web link:https://www.oswalseeds.com/conduct.html. The Policy intends to ensure that properreporting; approval and disclosure processes are in place for all transactions between theCompany and Related Parties.

All Related Party Transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtained for Related Party Transactionson a half yearly basis for transactions which are of repetitive nature and/or entered inthe Ordinary Course of Business and are at Arm's Length. All Related Party Transactionsare subjected to independent review by an Audit Committee to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations.

The contract/arrangements entered into with the related parties for theyear under review were in ordinary course of business and on arm's length basis and thereare no material transactions to be reported under Section 188 (1) of the Companies Act2013 hence disclosure in Form AOC -2 is not required.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:-

The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under sub-section (3)(m)of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies(Accounts) Rules 2014 are given as under:

15.1 CONSERVATION OF ENERGY:

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

The Company has a well-organized structured and centrally controlledEnergy Management system for utility and Infrastructure. Regular focus and efforts aremade to improve efficiency and accuracy by modernization of high end Technology. Some ofthe key initiatives for conserving energy are as under: -

(i) Replacement of Conventional Light with LED Lights at factory andOffice resulting in saving of electricity.

(ii) Replacement of capacitor and installed latest technology machinewhich consume less energy

(iii) All Equipments and plants used with latest technology whichconserve minimum power

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

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

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

15.2 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 reductionproduct development or import substitution-

No specific activity has been done by the Company

c. In case of imported technology (Imported during the Last three yearsreckoned from the beginning of the financial year:- NIL

d. The expenditure incurred on Research & Development.- NIL

15.3 FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no Foreign Exchange earnings and outgoings that took placeduring the financial year as required by Companies (Accounts) Rules 2014.

16.STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO THE FINANCIAL STATEMENTS:-

The Board of Directors of your Company is responsible for ensuring thatInternal Financial Controls (IFC) are laid down in the Company and that such controls areadequate and operate effectively. The Company's IFC framework is commensurate with itssize scale and complexity of operations. The framework has been designed to providereasonable assurance with respect to recording and providing reliable financial andoperational information complying with applicable laws safeguarding assets fromunauthorized use executing transactions with proper authorization and ensuringcompliances with corporate policies.

The audit committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The company has a robust management information system which is anintegral part of the control mechanism.

The audit committee of the board of directors statutory auditors andthe business heads are periodically apprised of the internal audit findings and correctiveactions taken. Audit plays a key role in providing assurance to the Board of director.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.

17.CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Provisions of Section 135 of the Companies Act 2013 does not apply tothe Company as company does not fall under any of the criteria specified under abovereferred section therefore Company has not constituted Corporate Social responsibility(CSR) committee as required under the Act.

18. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OFDIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:-

In accordance with Section 178 and other applicable provisions if anyof the Companies Act

2013 read with the Rules issued there under and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directorsformulated the Nomination and Remuneration Policy of your Company on the recommendationsof the Nomination and Remuneration Committee. The Nomination and Remuneration Policy ofthe company is available at the web link: https://www.oswalseeds.com/conduct.html.

The Disclosure required under Section 197(12) of the Companies Act2013 read with the Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules

2014 as amended up to date is annexed as Annexure- C and forms anintegral part of this Report.

None of the employee of the company is drawing more thanRs.10200000/- per annum or Rs.850000/- per month for the part of the year during thefinancial year under review. Therefore Particulars of the employees as required underSection 197 of Companies Act 2013 read with rule 5(2) & rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicableduring the financial year under review.

Mr. Sanjay Baigani Managing Director and Mr. Anil Kumar Nahata WholeTime Director and CEO has taken sitting fee of Rs. 150000/- each from wholly ownedsubsidiary company SHREEOSWAL PSYLLIUM EXPORTS INDIA LIMITED during the year under review.

Further Mrs. Kiran Devi Begani and Mrs. Padma Nahta who are NonExecutive Director of the Company are drawing remuneration of Rs. 1260000/- 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.

19. CORPORATE GOVERNANCE:-

The Company being listed on the SME Platform of National Stock Exchangeof India Limited is exempted from provisions of Corporate Governance as per RegulationlSof the SEBI (LODR) Regulations 2015. Hence no Corporate Governance Report is required tobe disclosed with Annual Report. It is pertinent to mention that the Company followsmajority of the provisions of the corporate governance voluntarily as a part of GoodCorporate Governance.

20. REPORT ON MANAGEMENT DISCUSSION ANALYSIS

As per Regulation 34(2) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a detailed analysis of theCompany's performance is discussed in the Management Discussion and Analysis Report whichforms part of this Annual Report

21.DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWERPOLICY:-

The Company has a whistle blower policy for Directors and employees toreport genuine concerns or grievances about unethical behavior actual or suspected fraudor violation of the Company's code of conduct or ethics policy. The details ofestablishment of the reporting mechanism are disclosed on the website of the Company atthe weblink:- http://www.oswalseeds.com/conduct.html.No Person has been denied access tothe Audit Committee.

22.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:-

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and itsfuture.

2 3. STATUTORY AUDITORS:-

M/s Bharat Kumar Agarwal & Co. Chartered Accountants (FirmRegistration No.012245C) were appointed as Statutory Auditors of your Company in the lstAnnual General Meeting held on 21st December 2018 for a term of fiveconsecutive years i.e. (from the conclusion of lstAGM up to the conclusion of 6thAGMto be held in the calendar year 2023 on such remuneration as may be mutually agreedbetween the Board of Directors of the Company and the auditors.

Pursuant to the Notification issued by the Ministry of CorporateAffairs on 7th May 2018 amending Section 139 of the Companies Act 2013 themandatory requirement for ratification of appointment of Auditors by the Members at everyAGM has been omitted and hence your Company has not proposed ratification of appointmentof M/s Bharat Kumar Agarwal & Co Chartered Accountants at the forthcoming AGM.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part ofthe Accounts which are self-explanatory and does not contain any qualificationreservation or adverse remark or disclaimer.

Further there was no fraud in the Company which was required toreport by Statutory Auditors of the Company under sub-section (12) of Section 143 ofCompanies Act 2013.

24. SECRETARIAL AUDIT:-

Pursuant to the provisions of Section 204 of the Companies Act 2013and Companies (Appointment and Remuneration of Managerial Personnel] Rules 2014 thecompany has appointed M/s L.N. Joshi & Company Practicing Company Secretaries Indoreto conduct the Secretarial Audit of the Company for year ended March 31 2020. TheSecretarial Audit Report given by the Secretarial Auditor of the Company is annexed asAnnexure D and forms an integral part of this Report which is self explanatory. Thesecretarial audit report does not contain any qualification reservation or adverseremark.

25. INTERNAL AUDIT

The Board has appointed CA Avani Nahar as Internal Auditor of thecompany in the meeting of Board of Directors held on 25th August 2020 in placeof Ms. Minal Nahar and takes her suggestions and recommendations to improve and strengthenthe internal control systems. Her scope of work includes review of operational efficiencyeffectiveness of systems & processes compliances and assessing the internal controlstrengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company's risk management policiesand systems.

26. COST AUDIT:-

Your Company does not falls within the provisions of Section 148 ofCompanies Act 2013 read with the Companies (Cost Records & Audit] Rules 2014 asamended from time to time; therefore no such record are required to be maintained andcompany was not required to appoint cost Auditor for the Financial year 2019-20.

27. CODE OF CONDUCT:-

The Board of Directors has laid down a Code of Conduct ("theCode") for all Board members and senior management personnel of your Company. TheCode is posted on Company's websitehttp://www .oswalseeds.com/conduct.html. All Boardmembers and senior management personnel have confirmed compliance with the Code.

28. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:-

Securities and Exchange Board of India (Prohibition of Insider Trading]Regulations 2015 Company has adopted an amended Code of Conduct to regulate monitor andreport trading by Designated Persons and their Immediate Relatives & Connected Personsunder the Securities and Exchange Board of India (Prohibition of Insider Trading]Regulations 2015.

29.STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISKMANAGEMENT POLICY:-

The Board of Directors has adopted a risk management policy to developand implement risk management procedure/plan including therein elements of risks if anywhich in the opinion of the Board may threaten the existence of the Company.

30. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:-

No material changes and commitments affecting the financial position ofthe company have occurred between the end of the financial year to which the financialstatements relate and the date of this Board's Report. Further due to Covid Pandemicsituation business of the company has been suffered and certain challenges which impactedthe business being softer than normal such as Lack of availability of Labor andtransportation in first quarter of the current financial year 2020-21.

31. ENVIRONMENT AND SAFETY:-

Safety is your company's top most priority with primary focus ondeveloping a safety culture among employees. Your Company's policy requires conduct ofoperations in such a manner so as to ensure safety of all concerned compliancesenvironmental regulations and preservation of natural resources.

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

The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee (ICC] has been set up toredress the Complaint received regarding sexual harassment. There was no case of sexualharassment reported during the financial year under review.

33.INSURANCE:-

The Company's assets are adequately insured against the loss of fireand other risk as considered necessary by the Management from time to time.

34. BUSINESS RESPONSIBILITY REPORT:-

The Business Responsibility Reporting as required by Regulation 34(2]of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is notapplicable to your Company for the financial year ending March 31 2020.

35. COMPLIANCE OF SECRETARIAL STANDARD:-

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

36. INDUSTRIAL RELATIONS:-

Company's Industrial relations continued to be healthy cordial andharmonious during the year under review. Your Directors record their appreciation for allthe efforts support and cooperation of all employees extended from time to time.

37. DEPOSITORY SYSTEM:-

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

38. ACKNOWLEDGMENT:-

The Board of Directors wish to place on record its appreciation for theextended co-operation and assistance rendered to the Company and acknowledge withgratitude the continued support and cooperation extended by the employees investorsstakeholders Banks and other regulatory authorities.

For and on behalf of the Board of Directors
SHREEOSWAL SEEDS AND CHEMICALS LIMITED
Place: Neemuch Sanjay Kumar Baigani Anil Kumar Nahata
Date: 25thAugust 2020 Managing Director Whole-time Director &CEO
DIN:07921083 DIN:07921005