op chains ltd share price Directors report

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<dhhead>DIRECTORS REPORT TO THE SHAREHOLDERS </dhhead>

O. P. CHAINS LIMITED

XXII(22^ND) ANNUAL GENERAL MEETING

The directors have pleasure in presenting the Directors Report and the audited accounts for the year ended 31^st March 2023.

1. FINANCIAL PERFORMANCE:

The Company s Financial Performance for the financial year ended on 31^st March, 2023 under review along with previous year figures are given hereunder: (Amount in 00 )

PARTICULARS	2022-2023	2021-2022
Revenue from operation including other income	371,376.30	97,181.58
Total Expenses	138,827.58	91,486.12
Profit before tax	232,548.72	5,695.46
Profit /(Loss) after tax	230,863.43	4,850.22
Profit /Loss for the year Sub Total (A)	230,863.43	4,850.22
Transfer to General Reserve	0	0
Proposed Dividend	0	0
Tax on Dividend	0	0
Sub Total (B)	0	0
Balance carried to Balance sheet (A-B)	230,863.43	4,850.22

2. TRANSFER TO RESERVES:

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

3. DIVIDEND:

Profit but not declared: The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

4. WEB LINK OF ANNUAL RETURN:

The Company is having website i.e. www.opchainsltd.com and copy of annual return of Company has been published on such website. The Link of the same is given below: https://www.opchainsltd.com.

5. CAPITAL STRUCTURE:

There is no change in the Authorized and Paid-up Share Capital of the company during the year.

The Authorized Share Capital of the Company is Rs.7,25,00,000/- (Rupees Seven Crore and Twenty-Five Lakhs only) divided into 72,50,000 (Seventy-Two Lakhs and Fifty Thousand) equity shares of Rs.10/- each.

The Issued, subscribed & Paid-up share capital of the Company is Rs. 6,85,00,000/- (Rupees Six Crore and Eighty-Five Lakhs only) divided into 68,50,000 (Sixty-Eight Lakhs Fifty Thousand) equity shares of Rs. 10/- each.

6. STATE OF AFFAIRS:

The Company is engaged in the business of Trading of precious and non-precious metals. There has been no change in the business of the Company during the financial year ended 31st March, 2023.

7. DEPOSITORY SERVICES:

The Company s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depositories Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE118Q01018.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

8. MATERIAL CHANGES DURING THE FINANCIAL YEAR.

There have been no material changes and commitments which have occurred.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

10. APPLICATION UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (SETTLEMENT PROCEEDINGS) REGULATIONS, 2018:

There has been no application under Securities and Exchange Board of India (settlement proceedings) regulations, 2018 during the financial year to which the financial statements of the Company relate and the date of the report.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives, as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company.

13. STATUTORY AUDITORS:

M/s A.J. ASSOCIATES, Chartered Accountants, were appointed as Statutory Auditors of the company at the Annual General Meeting held on 23rd , September, 2019, for a term of five consecutive years from the conclusion of this Annual General Meeting till the conclusion of sixth Annual General Meeting to be held in 2024, for a term of 5 (five) year.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

14. BOARD’S COMMENT ON THE AUDITORS’ REPORT AND SECRETARIAL AUDIT

REPORT:

The Auditors Report for the financial year 2022-2023 given by M/s A.J. ASSOCIATES, to the shareholders does not contain any qualification. The notes to accounts referred to in the Auditors

Report are self-explanatory and therefore do not call for any comments.

The Secretarial Auditor Report for the financial year 2022-2023 given by M/s R. C. Sharma and Associates to the shareholders does not contain any qualification. The matters referred to in the Secretarial Auditor Report are self-explanatory and therefore do not call for any comments.

15. DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors report, no fraud u/s 143(12) reported by the auditor.

16. DIRECTOR RETIRE BY ROTATION :

In accordance with section 152 of the Companies Act, 2013 Mr. Ashok Kumar Goyal (DIN: 00095313), Whole-time director of the company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-appointment. The Additional information as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 is annexed as Annexure-A.

17. DIRECTORS

As per Section 152 of the Companies Act, 2013 Mr. Ashok Kumar Goyal (DIN: 00095313), Whole Time Director of the Company who is retiring by rotation at the ensuing Annual General Meeting, and being eligible, he offer himself for re-appointment.

18. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of one crore and two lakhs rupees or more or if employed for the part of the financial year was in receipt of remuneration of Eight lakhs and fifty thousand rupees per month.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The appointment of Key Managerial Personnel is mandatory as per Section 203 of the Companies Act, 2013 as the company fall in the limits as prescribed under section 203 of Companies Act 2013 ("Act").

The existing composition of the Companys board is fully in conformity with the applicable provisions of the Act 2013 and applicable regulations of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations,2015 having the following directors and Key managerial Personnel: Non-Executive Independent Directors, namely, Mr. Rajesh Kumar Gupta (DIN: 01048355), Mrs. Astha Sharma (DIN: 01888937) and Mr. Amol Doneria (DIN: 06897314), Mr. Satish Kumar Goyal (DIN: 00095295) as Managing Director, Mr. Ashok Kumar Goyal (DIN: 00095313) as Chairman cum Whole time Director, Mr. Moon Goyal (DIN: 06831411) as Whole time Director and Mrs. Chena Golani as Company Secretary & Compliance Officer and Mr. Abhay Kumar Pal as Chief Financial Officer (CFO) of the company.

20. DECLARATION BY THE INDEPEDNENT DIRECTORS:

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149 of the Companies Act 2013, Regulations 16 and 26 of the Securities and Exchange board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company s code of conduct.

21. CHANGES IN KEY MANAGERIAL PERSONNEL/DIRECTORS:

There are changes in Key Managerial Personnel/Directors during the financial year 2022-2023 and after the financial year 2022-2023.

During and after the Financial Year under review following changes in Key Managerial Personnel/Directors had occurred :

1. Re-Appointment of Mr. Moon Goyal (DIN: 06831411) as Whole time Director of the Company w.e.f 4^th day of June, 2021 who retires by rotation and being eligible, offers himself for re-appointment.in the last Annual General Meeting held on 12.09.2022.

2. Resignation of Ms. Pritika Agarwal from the post of Company Secretary and Compliance Officer of the company w.e.f 28^th day of February, 2023.

3. Appointment of Mrs. Cheena Golani as the Company Secretary and Compliance Officer of the company w.e.f 3^rd day of April, 2023.

22. CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

S.No.	DIN/PAN	Name	Designation
1.	00095295	Mr. Satish Kumar Goyal	Managing Director
2.	00095313	Mr. Ashok Kumar Goyal	Chairman and Whole-time Director
3.	01048355	Mr. Rajesh Kumar Gupta	Non-Executive Independent Director
4.	01888937	Mrs. Astha Sharma	Non-Executive Independent Director
5.	06831411	Mr. Moon Goyal	Whole-time Director
6.	06897314	Mr. Amol Doneria	Non-Executive Independent Director
7.	AFJPJ0875Q	Mrs. Cheena Golani	Company Secretary cum Compliance Officer
8.	AVIPP1796K	Mr. Abhay Kumar Pal	CFO

23. LISTING OF SHARES

The Company s shares are listed on SME Platform of BSE Limited.

24. INTERNAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company s internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the Board.

25. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company and no company have become or ceased to be company s subsidiary, joint venture and associate companies during the financial year 2022-2023.

26. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy is available on the website of the Company at http://www.opchainsltd.com.

27. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There have been some related party transactions, between the Company and the Directors and the management and the relatives of KMP, which are in the ordinary course of business at arm s length basis.

As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company is eligible for exemption under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Related Party Transactions. However, in good corporate governance practice the company filed Related Party Transactions with Stock Exchange in XBRL mode as and when required.

Accordingly pursuant to the provisions of Companies Act 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contracts or arrangements in Form AOC-2 form part of the report and enclosed in this report as ANNEXURE E.

28. POLICY ON SEXUAL HARASSMENT:

The Company has constituted Internal Complaints Committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and has in place a Policy on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the financial year 2022-2023.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year.

30. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the period under review, there has been no one time settlement from the banks or financial institutions.

31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

The company does not have any dividend which remains unclaimed/ unpaid for a period of seven years from the date of transfer to the unpaid dividend account and hence no amount has been transferred to the IEPF established by the Central Government.

32. DISCLOSURE OF THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS IN THE FINANCIAL YEAR:

Particulars under Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 do not apply to the company as the company has not issued any equity shares with differential voting rights during the financial year.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

34. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public, and as on March 31, 2023 the Company had no unclaimed deposits or interest thereon due to any depositor.

35 .DEPOSITS:

The Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013, during the financial year under review

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information regarding Energy Conservation, Technology absorption and Foreign Exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rule 2014, are given under:

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Energy consumed during the year does not constitute a significant amount, thus Particulars under Rule 8(3) of the Companies (Accounts) Rules, 2014 and Section 134(3) (m) of the Companies Act, 2013 on Conservation of Energy, Technology Absorption are not applicable to the Company, hence no disclosure has been made in this report.

B. FOREIGN EXCHANGE EARNINGS & OUTGO

Value of Imports : NIL

Expenditure in Foreign Currency : NIL

Value of Imported Raw Material : NIL

Foreign Exchange Earning during the year : NIL

37. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Six times during the year on 12.05.2022, 26.05.2022, 20.06.2022, 18.08.2022, 12.11.2022 and 28.02.2023 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of attendance of the Director at the meetings held during the year under review is stated herewith:

S.No.	Name	Designation	No. of Meetings Attended
1.	Mr. Satish Kumar Goyal	Managing Director	6
2.	Mr. Ashok Kumar Goyal	Chairman and Whole-time Director	6
3.	Mr. Rajesh Kumar Gupta	Non-Executive Independent Director	6
4.	Mrs. Astha Sharma	Non-Executive Independent Director	6
5.	Mr. Moon Goyal	Whole-time Director	6
6.	Mr. Amol Doneria	Non-Executive Independent Director	6

38. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas: 1

. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and its performance;

4. Providing perspectives and feedback going beyond information provided by the management.

39. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

GN=JUSTIFY>As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board. The Independent Director Meeting for this Matter was held by the Company on 1^st March, 2023 and the information regarding this matter has been preserved and kept under record by the Company Secretary of the Company.

40. COMMITTEE MEETINGS:

The Audit Committee met 4 times during the financial year ended March 31, 2023. The Stakeholders Relationship Committee met 5 times during the financial ended March 31, 2023. The nomination and remuneration committee met 4 times during the financial year ended March 31, 2023. Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before. Additionally, during the financial year ended March 31, 2023 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 01.03.2023.

1. AUDIT COMMITTEE:

The company being a listed company falls under the criteria as defined under section 177 of the Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014. The company has duly constituted the Audit Committee with Mr. Amol Doneria (Non-Executive Independent Director and Chairman of the committee), Mr. Rajesh Kumar Gupta (Non-Executive Independent Director and member of the committee) and Mr. Ashok Kumar Goyal (Whole time Director and member of the committee).

During the financial year 2022-23, the Committee met 4 (Four) times on 12.05.2022, 18.08.2022, 12.11.2022 and 06.03.2023. The composition and attendance of the members of the Audit Committees:

Name of the Director	Position in committee	No. of meetings attended
Mr. Amol Doneria	Chairman	4
Mr. Rajesh Kumar Gupta	Member	4
Mr. Ashok Kumar Goyal	Member	4

2. STAKEHOLDER RELATIONSHIP COMMITTEE:

The company has duly constituted the Stakeholder Relationship Committee with Mr. Amol Doneria (Non-Executive Independent Director and Chairman of the committee), Mr. Rajesh Kumar Gupta (Non-Executive Independent Director and member of the committee)and Mr. Ashok Kumar Goyal (Whole time Director and member of the committee).

During the financial year 2022-23, the Committee met 5 (Five) times on 26.05.2022, 20.6.2022, 10.10.2022, 09.01.2023 and 06.03.2023.

The composition and attendance of the members of the Stakeholders Relationship Committee for the financial year 2022-23 is as follows:

Name of the Director	Position in Committee	No. of Meetings Attended
Mr. Amol Doneria	Chairman	5
Mr. Rajesh Kumar Gupta	Member	5
Mr. Ashok Kumar Goyal	Member	5

3. NOMINATION AND REMUNERATION COMMITTEE:

The Board has a Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws. The policy has been displayed on the Company s website viz. www.opchainsltd.com.

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

The company has duly constituted the Nomination and Remuneration Committee with Mr. Rajesh Kumar Gupta (Non-Executive - Independent Director and Chairman of the Committee), Mr. Amol Doneria (Non-Executive - Independent Director and Member of the Committee), and Mrs. Astha Sharma (Non-Executive - Independent Director and Member of the Committee).

During the financial year 2022-23, the Committee met 4 (Four) times on 26.05.2022, 18.08.2022, 05.12.2022 and 06.03.2023.

The composition and Attendance of the members of the Nomination and Remuneration Committee for the financial year 2022-2023 is as follows:

Name of the Director	Position in Committee	No. of Meetings attended
Mr. Rajesh Kumar Gupta	Chairman	4
Mr. Amol Doneria	Member	4
Mrs. Astha Sharma	Member	4

41.REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs and is also available in the website of the company at www.opchainsltd.com

Policy for Remuneration to Directors/Key Managerial Personnel

i. Remuneration to Managing Director/Whole-time Directors:

(a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

(b) The Nomination & Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013.

(b) All remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and shall also not be eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services rendered which are of professional nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

The Services are rendered by such Director in his capacity as the professional; and

In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company s Policy.

(b) The Fixed pay shall include monthly remuneration, employer s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in accordance with the Company s Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

Non-executive Directors of a company s Board of Directors add substantial value to the Company through their contribution to the Management of the Company. In addition they also play an appropriate control role.

42. VIGIL MECHANISM

As Per Regulation 22 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 it is mandatory for every listed company to formulate a vigil mechanism for directors and employees to report genuine concern. According to section 177(10) of the Companies Act, 2013 it is mandatory for the company to disclose the establishment of such mechanism on the website of the company and in the Board s Report.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at www.opchainsltd.com.

43. SECRETARIAL AUDITORS

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report, in this regard M/s R.C. Sharma & Associates, was appointed as the Secretarial Auditor of the company in the Board Meeting held on 12^th day of May, 2022 for the financial year 2022-2023.

The Secretarial Audit Report (FORM MR-3) made by practicing company secretary M/s R. C. Sharma & Associates for the financial year 2022-2023 contains no qualification, reservation or adverse remark. The Secretarial Audit Report made by practicing company secretary M/s R. C. Sharma & Associates for the financial year 2022-2023 is annexed as (ANNEXURE-F).

The Board of Directors has appointed M/s R. C. Sharma & Associates, Company Secretaries as Secretarial Auditors for the financial year 2022-2023.

44. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The loan given or guarantee provided, or investment made by the Company during the financial year 2022-2023 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

45. COST RECORD AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

46. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to maintain efficiency in the industry. It has taken various steps to improve productivity across organization.

47. COMPLIANCE WITH SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

48. CORPORATE GOVERNANCE:

Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as the Company has listed its specified securities on the SME Exchange. Therefore, your Company is eligible for exemption provided under Regulation No. 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with regard to Regulation 27 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Declaration by the Managing Director (MD), inter alia, confirming that the Board of Directors of the company have complied with the "CODE OF CONDUCT OF THE BOARD OF DIRECTORS", is attached as ANNEXURE-G and forms part of Annual report.

Certificate of the MD and CFO, inter alia, confirming the correctness of the financial statements, compliance with Company s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Listing Obligation and Disclosure Requirement with the Stock Exchanges, is attached as ANNEXURE-H and forms part of Annual report.

49. BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, development of suitable strategies and business plans at appropriate time and its effectiveness; etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness/conduct of committee meetings, process and procedures followed for discharging its functions etc.

The Board and the Nomination and Remuneration Committee ("RC") reviewed the performance of the individual directors on the basis of the criteria such as developing and managing / executing business plans, operational plans, risk management, and financial affairs of the organization and the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role like demonstration of leadership qualities, managing relationship with the members of the Board and management etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and also assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The performance evaluation of Independent Directors was done by the entire Board and in the evaluation the Director who was subject to evaluation did not participate. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, as and when their respective term expires.

50. INTERNAL AUDITORS

The Company has appointed Internal Auditors of the company to conduct Internal audit of the accounts maintained by the Company for financial year 2022-23.

There were no qualifications, reservation or adverse remark made by the Internal Auditors in their report.

51. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there is no employee drawing remuneration above the limits set under Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Board s report as Annexure-I.

52. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the result of operations of the Company for the year under review, as required under regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as a separate statement in Annual Report as ANNEXURE-J.

53. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

As per the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility and Sustainability Report. But, the Company, not being one of such top 1000 listed entities, is not required to annex any Business Responsibility and Sustainability Report.

54. DIRECTORS RESPONSIBILITY STATEMENT

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

i. that in the preparation of annual accounts for the financial year ended 31st March 2023, the applicable Accounting Standards had been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the accounts for the financial year ended 31st March 2023 on a going concern basis; and

v. that the directors of the Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

55. CODE OF CONDUCT

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Company s Website www.opchainsltd.com.

56. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Company s Website. Website Link: www.opchainsltd.com.

57. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has clearly defined organization structure and lines of authority and sufficient Control is exercised through business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

58. INSIDER TRADING

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Company s website www.opchainsltd.com.

59. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-2023.

60. ACKNOWLEDGMENT

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation, and support.

We thank the Government of India, Ministry of Commerce &Industry, Ministry of Corporate Affairs, Ministry of Finance, Department of Economic Affairs, Customs & Excise Departments, Income Tax

Department, Reserve Bank of India, BSE, NSE, NSDL, CDSL and various bankers, various State Governments and other Government Agencies for their support, and look forward to their continued support in the future.

Your Directors appreciate and value the trust imposed upon them by the members of the Company.

Place: Agra	By Order of the Board
Date: 15.07.2023	For O.P. Chains Limited
	Sd/-
	ASHOK KUMAR GOYAL
	Chairman cum Whole Time Director
	DIN: 00095313