Orissa Bengal Carrier Ltd Directors Report.

To,

The Members,

Orissa Bengal Carrier Limited

Your Directors have pleasure in presenting the 27thAnnual Report on the business and operations of the Company for the year ended on March 31, 2022 together with Audited Standalone Financial Statements and the Report of the Directors and the Auditors thereon.

1. FINANCIAL PERFORMANCE

During the year under review, performance of the Company is as under:

(Rs. in Lacs)

PARTICULARS 31.03.2022 31.03.2021
Revenue from Operation 30,319.72 33,904.04
Other Income 324.94 88.90
Total Revenue 30,644.66 33,992.94
Gross Transportation Expenses 28,581.39 32,128.75
Employees Benefits Expense 331.09 290.86
Finance Cost 173.83 227.84
Depreciation and Amortization Expenses 251.27 391.46
Other Expenses 245.29 166.72
Profit/ (Loss) before Tax 1061.79 787.32
Current Tax 266.47 217.45
Deferred Tax 12.16 (9.96)
Earlier year income tax
Profit/ (Loss) After Tax 783.59 584.34
Earnings Per Equity Share: Basic and Diluted (in Rs.) 3.71 2.77

2. STATE OF COM PANY AFFAI RS AND FUTURE OUTLOOK

During the Year under review, your Company has recorded Revenue from Operations of Rs. 30,319.72 Lacs and Net Profit after Tax of Rs. 783.59 Lacs respectively. The financial result as reflected in the Statement of Profit & Loss of the Company is self-explanatory. The Company has made good progress and will continue to access the path of success in succeeding financial years and are hopeful for the bright future prospects. The performance of the business of the Company are detailed out in the Management Discussion and Analysis Report which forms part of this Annual Report.

3. FINANCIAL STATEMENT

The ‘Ministry of Corporate Affairs’ has come out with a circular dated 29 April 2011 which allows the companies to send documents including ‘Annual Reports’ and other intimation by email. The Company is already having email ID of the members holding their shares in DEMAT through their respective depository participants. The said email ID shall be considered as registered email ID for the said members unless informed otherwise to the Company or Registrar and Transfer Agent.

The members are requested to register their email IDs with the ‘Registrar and Transfer Agent’ of the Company if not yet done.

Full version of Annual Report 2021-22 is also available for inspection at the Corporate Office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website.

4. FINANCIAL LIQUIDITY

The Company’s working capital management is robust and involves a well- organised process, which facilitates continuous monitoring and control over receivables, payables and other parameters.

5. DIVIDEND:

In view of growth plans, your directors do not recommend any dividend for the Financial Year under review.

6. CHANGES IN NATURE OF BUSINESS

There is no change in the nature of business, as carried on by the Company during the Financial Year under review.

7. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year under review.

8. SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 24,00,00,000/- comprising of 2,40,00,000 Equity Shares of Rs. 10/- each and the Paid-up Share Capital is Rs. 21,08,27,900/- comprising of 2,10,82,790 Equity Shares of Rs.10/- each.

During the year, the Company has not altered its share capital. During FY 2021-22, there was no change in the capital structure.

9. MIGRATION TO THE MAIN BOARD OF BSE AND NSE.

The Board has pleasure to announce that your Company has migrated the Listing/Trading of its Equity Shares from SME Platform of BSE Limited to Main Board of BSE Limited and National Stock Exchange of India Limited (NSE) with effect from April 07, 2022.

10.SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary, Joint Venture or Associate Company.

11. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the Financial Year March 31, 2022 is uploaded on the website of the Company and can be accessed at

https://www.obclimited.com/other- information.php.

12. BOARD AND COMMITTEE MEETINGS

The Board met thirteen (13) times during the year on April 24, 2021; May 07, 2021; May 18, 2021; July 19, 2021; August 02, 2021; August 30, 2021; September 24, 2021; November 01, 2021; November 14, 2021; December 10, 2021, February 21, 2022; February 28, 2022 and March 31, 2022.

During the year under review, the total duration of the Board meetings i.e. approximate aggregate number of hours was about 20 hours. The maximum gap between any two meetings was less than one hundred and twenty days.

For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report. Details of the composition of Committees of the Board, meetings held, attendance of the Directors at such Meetings and other relevant details are given in the Corporate Governance Report forming part of this Annual Report.

Further, separate meeting of the Independent Directors’ was duly convened and held on 31.03.2022 to discuss:

a) Review & Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

b) Review of the performance of the Chairperson, Executive and Non-Executive Directors of the Company.

c) Assessment of the quality, quantity and timeliness of flow of information between the Management and the Board.

13. DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by the directors, your Directors make the following statement in terms of Section 134 of the Act:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. the accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2022, and of the profit of the Company for the year ended on that date.

III. that proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

V. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

VI. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into during FY 2021-22 with related parties were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

There are no materially significant Related Party Transactions entered into with the Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of OBCL at large. All Related Party Transactions are placed before the Audit Committee for its approval. The transactions with related parties are also reviewed by the Board.

The Company has adopted a Policy on Related Party Transactions as approved by the Board, which is uploaded on the Companys website

https://www.obclimited.com/policies.php

The particulars of contracts or arrangements with related parties are given in Form AOC-2 and are attached herewith as Annexure -1 to this Report.

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

There is a high degree of automation in most of the key areas of operations and processes. Also, all the processes are well defined which, inter alia, includes the financial controls in the form of maker checker, strict adherence to financial delegation given by the Board at various levels, systemic controls, information security controls as well as role based access controls, etc. Further, these controls are periodically reviewed for change management in situations like the introduction of new processes/change in processes, change in the systems, change in personnel handling the activities, etc.

Besides, these controls are independently reviewed by the internal auditors /operations reviewers of the Company including conducting the routine internal audit/ operations review by them whereby the audit activity embeds validation/review of the controls to establish their adequacy and effectiveness.

The Internal Auditors, Statutory Auditors and the Secretarial Auditors review the compliances by the Company with respect to various laws, rules, regulations, etc. as applicable to it. The observations, if any, of the internal audit, statutory audit and the secretarial audit are also presented to the Audit Committee as and when they occur. The Statutory Auditors have conducted a review of internal financial controls including entity level controls, general controls, risk control and process walk through on a sample basis as per the guidelines issued by the ICAI.

16. AUDITORS

i. Statutory Auditors! - B

M/s. Agrawal & Pansari, Chartered Accountants, Raipur were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on, 09th July,

2018 to hold office until conclusion of Annual General Meeting to be held in the year 2023.

In continuation of its term of appointment, the said Audit Firm conducted the Statutory Audit of the Company for the financial year ended March 31, 2022.

Section 139 of the Act has been amended vide the Companies (Amendment) Act, 2017 by the Ministry of Corporate Affairs on 07th May, 2018 and has done away with the requirement of seeking ratification of Members for appointment of Auditors at every Annual General Meeting.

Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM. Under Section 139 and 141 of the Act and Rules framed there under, M/s. Agrawal & Pansari confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

ii. Internal Auditors:

M/s. G. Kumar & Company, Chartered Accountants, Raipur, (FRN 0322108E) the Internal Auditors of the Company had resigned with effect from December 28, 2021. M/s. Agrawal Mittal & Associates, Chartered Accountants, Raipur, (FRN 028560C) were appointed as the Internal Auditors of the Company for the FY 2021-22 and onwards.

(iii) Secretarial Auditors

The Board has appointed M/s. Anil Agrawal & Associates, Practicing Company Secretaries, Raipur to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2022 in compliance with the provisions of Section 204 of the Companies Act, 2013.

The Board has also appointed M/s. Anil Agrawal & Associates, Practicing Company Secretaries, to Scrutinize the voting process in the AGM and provide a fair report accordingly. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast during the AGM and, thereafter, unblock the votes cast through remote e-Voting and shall make, not later than 48 hours from the conclusion of the AGM, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

17. AUDITORS’ REPORT

(i) Statutory Audit Report:

The report of the Statutory Auditors forms part of the financial statements. The Statutory Auditors’ in their Report to the members, have given one qualified opinion and the response of your Directors with respect to the qualified opinion are as follows:-

Qualification 1:-

As described in Note 40 of the financial statements, a fraud in previous financial year i.e. 2020-21 of Rs. 5,41,43,316/- was detected which is shown as Non-current financial assets in Financial Statements.

Impact of above amount of Rs. 5,41,43,316/- has resulted in over-statement of Reserve & Surplus and also in Non-current assets with the same amount.

We were of an opinion that appropriate provision should be made in the Profit & Loss Account.

Management Reply:-

No provision for this amount is made in books of accounts, as the management is quite certain about its recovery from the movable/immovable property of the alleged culprits to the fraud. An F.I.R vide Sl. No. 0215 dated 27/04/2021 at Jharsugada P.S. was lodged against the branch head Mr. Chhena Ram Saini and others.

(ii) Internal Audit Report:

The Internal Auditors’ M/s. Agrawal Mittal & Associates, Chartered Accountants, have issued a clean Internal Audit Report for the quarter and year ended March 31, 2022, as per the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) Secretarial Audit Report:

The Secretarial Auditors’ M/s. Anil Agrawal & Associates, Company Secretaries, have issued a clean Secretarial Audit Report in the Form No. MR-3 for the FY 2021-22 as per the requirement of the Companies Act, 2013 and SEBI Regulations.

The Secretarial Audit Report for the FY 202122 forms part of the Director’s Report as Annexure-2.

18. EXPLANATIONS OR COMMENTS ON THE QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT

The Statutory Auditors’ in their Report to the members, have given one qualified opinion and the response of your Directors with respect to the qualified opinion are as follows:-

Qualification 1:-

As described in Note 40 of the financial statements, a fraud in previous financial year i.e. 2020-21 of Rs. 5,41,43,316/- was detected which is shown as Non-current financial assets in Financial Statements. Impact of above amount of Rs. 5,41,43,316/- has resulted in over-statement of Reserve & Surplus and also in Non-current assets with the same amount.

Explanation/Comments of Directors:-

No provision for this amount is made in books of accounts, as the management is quite certain about its recovery from the movable/immovable property of the alleged culprits to the fraud. An F.I.R vide Sl. No. 0215 dated 27/04/2021 at Jharsugada P.S. was lodged against the branch head Mr. Chhena Ram Saini and others.

19. PARTICULARS OF LOANS,

GUARANTEES OR

INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not granted any loan or provided any guarantee or made any investment as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.

20. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has accepted zero tolerance policy on sexual harassment. In that line the Board takes anti sexual harassment initiatives by way of Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and they are responsible to inquire into complaints (if any) of sexual harassment and take appropriate action. Their aim is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The disclosures required to be given under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the Financial Year 2021-22 are given below:

Number of complaints of sexual harassment received in the year NIL
Number of complaints disposed off during the year Not applicable
Number of cases pending for more than 90 days Not applicable
Number of workshops or awareness programs against sexual harassment carried out Awareness program was conducted for all employees
Nature of action taken by the employer Not applicable

OBCL has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

OBCL has a Policy on Prevention of Sexual Harassment of Women at Workplace which is available in the website of the Company in the following link:

https://www.obclimited.com/policies.php

21. INDUSTRIAL RELATIONS

The Company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the Company.

22. DIRECTORS & KEY

MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-executive and Independent Directors including one Woman Director as per the requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

Currently, the Board consists of Mr. Gopal Kumar Agrawalla, Chairman and NonExecutive Director; Mr. Ravi Agrawal, Managing Director; Mr. Manoj Kumar Agrawal, Wholetime Director;

Mrs. Shakuntala Devi Agrawal, Nonexecutive and Woman Director; Mr. Ashish Dakalia, Independent Director and Mr. Sourabh Agrawal, Independent Director.

Mr. Ashish Dakalia and Mr. Sourabh Agrawal were appointed as the Independent Directors of the Company w.e.f. October 01, 2021. Further, Mr. Sahil Batra and Mr. Raj Kumar Jain, the Independent Directors of the Company resigned from their directorships w.e.f. October 23, 2021.

Mr. Gopal Kumar Agrawalla was appointed as a Non-Executive Director and Chairman of the Company by the Nomination & Remuneration Committee, Board of Directors and the Shareholders of the Company in their respective meetings held on February 28, 2022, February 28, 2022 and May 28, 2022.

Mr. Manoj Kumar Agrawal & Mr. Ravi Agrawal continued as Wholetime Directors of the Company during the year ended March 31, 2022. Mr. Ravi Agrawal was appointed as the Managing Director of the Company with effect from June 01, 2022 as per the approval of the Nomination & Remuneration Committee, the Board and the Shareholders in their respective meeting held on April 28, 2022; April 28, 2022 and May 28, 2022.

Mrs. Shakuntala Devi Agrawal continued as Non-Executive Director of the Company. As per Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Shakuntala Devi Agrawal is also the Woman Director of the Company.

Mr. Aakash Kumar Sahu resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. November 14, 2021. Ms. Muskaan Gupta, a qualified Company Secretary was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. November 14, 2021. Mr. Akshay Agrawal continued as Chief Financial Officer (CFO) of the Company.

During the FY 2021-22, there was no other change in the Board of Directors/Key Managerial Personnel of the Company.

RE-APPOINTMENT OF DIRECTOR:

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Mrs. Shakuntala Devi Agrawal retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Details of the proposal for her re-appointment is mentioned in the Explanatory Statement of the Notice of the 27th Annual General Meeting of the Company pursuant to Section 102 of the Companies Act, 2013. The re-appointment of the Director is appropriate and in the best interest of the Company. The Board recommends her re-appointment to the Shareholders.

COMMITTEES OF THE BOARD

Details of the composition of Committees of the Board, meetings held, attendance of the Directors at such Meetings and other relevant details are given in the Corporate Governance Report forming part of this Report.

DIRECTOR’S E-KYC

The Ministry of Corporate Affairs (MCA) has vide amendment to the Companies (Appointment and Qualification of Directors) Rules, 2014, mandated KYC of all the Directors through the e-Form DIR-3 KYC. All Directors of OBCL have complied with the aforesaid requirement.

DISCLOSURE UNDER SECTION 164 OF THE COMPANIES ACT, 2013

The Company has received the disclosures in the Form DIR-8 required under Section 164 of the Companies Act, 2013 and has noted that none of the directors have incurred any of the disqualifications on account of non-compliance with any of the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, there were no acts of omission/commission by the Company itself, leading to the disqualification of its directors.

23. DECLARATION BY

INDEPENDENT DIRECTORS

The Independent Directors have given declaration of independence as required under the applicable laws as well as confirmation that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgement and without any external influence and that he is independent of management and a confirmation that he has read and understood the Company’s code of conduct, as applicable to the Board of Directors of the Company.

The enrolment of all Independent Directors in the Databank being maintained by the Indian Institute of Corporate Affairs to qualify as an Independent Director has been completed and they have all furnished the declaration affirming their compliance with the relevant provisions of Companies (Appointment & Qualification of Directors ) Rules along with the Declaration of Independence given as per Section 149(6) of the Companies Act, 2013.

Based on the confirmation/declaration received from the independent directors, that he was not aware of any circumstances that are contrary to the declarations submitted by him, the Board acknowledged the veracity of such confirmation and takes the same on record. In the opinion of the Board, all the aforesaid Independent Directors possess the requisite expertise and experience (including the proficiency) and they hold the highest standards of integrity.

24. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE

ATTRIBUTES & INDEPENDENCE OF DIRECTORS

Pursuant to requirements of the Companies Act, 2013, the Company has framed policy on the appointment of Directors and Senior Management Personnel i.e. Nomination Policy and also policy on Remuneration of Directors and Key Management Persons identified under the Companies Act, 2013 and other employees i.e. Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) and the same are in force. The Nomination and Remuneration Policy of the Company forms part of the Director’s Report as Annexure-3.

25. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22.

As on March 31, 2022, there were 182 employees on the payroll of OBCL. The information required pursuant to Section 197 (12) read with Rule 5 (1) (i) of the Companies (Appointment and

Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2021-22 forms part of this report as Annexure-4(i).

There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum or in excess of that drawn by the managing director or whole-time director or manager, as prescribed in Rule 5 (2) of the Companies ( Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

A Statement of Particulars of Employees covered under the provisions of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure-4(ii).

26. MANNER IN WHICH THE FORMAL ANNUAL EVALUATION OF

PERFORMANCE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS CARRIED OUT

As per the provisions of the Companies Act, 2013, the Nomination & Remuneration Committee (NRC) specifies the manner for effective evaluation of the performance of Board, its Committees and individual directors to be carried out either by the Board, by the NRC or by an independent external agency and review its implementation and compliance.

Accordingly, the evaluation of the performance of the Board, its Committees and of its individual directors are carried out by the Nomination and Remuneration Committee of the Company.

The evaluation exercise in terms of Schedule IV of the Companies Act, 2013 was also carried out for the FY 2021-22 in a separate meeting of Independent Directors held on March 31, 2022. The performance of all the Directors was evaluated by the entire Board except the person being evaluated. The performance of the Committees was evaluated by the Board. The NRC also carried out the evaluation of Individual Directors. The Board also carried out the evaluation of their own performance apart from its Committees and Individual Directors.

27. REPORTING OF FRAUDS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit Committee or the Board of Directors, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against OBCL by its officers or employees, the details of which would need to be mentioned in this Director’s report.

28. CORPORATE SOCIAL RESPONSIBILITY

OBCL is covered under the purview of Section 135 of the Companies Act 2013 and hence it needs to spend 2% of its average net profit for identified CSR purposes. The CSR projects of the Company are being implemented by the Company itself based on the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee and the Board of Directors of the Company.

During the year 2021-22, the CSR Contribution of the Company was required to be spent to implement the Corporate Social Responsibility Policy of the Company in the manner laid down in Section 135(5) of the Companies Act 2013 and the actual amount incurred towards approved projects was 100% of the amount to be spent by the Company.

The CSR policy is available on your Companys website www.obclimited.com. The disclosures required to be made in the Director’s Report as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure-5.

29. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to corporate governance requirements.

Orissa Bengal Carrier Limited (OBCL) is a public limited Company, whose securities are listed on the Main Board of NSE and BSE with effect from April 07, 2022. As on March 31, 2022, your Company had been listed on SME Platform of BSE and as per Regulation 15 under Chapter IV of SEBI (LODR) Regulations, 2015, the Company which has listed its securities on the SME exchange are exempt from complying with Corporate Governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and sub regulation 2 of Regulation 46.

Accordingly, the provisions of Corporate Governance were not applicable on your Company. Though your Company had followed all the Corporate Governance practices as much as it could.

OBCL has always been involved in good governance practices and endeavors continuously to improve upon the same. A report on corporate governance for the financial year 2021-22 is furnished as part of the Annual Report for the information of all its stakeholders as Annexure-6(i). The obtaining of Compliance Certificate from a Practicing Company Secretary confirming compliance with the conditions of disclosures and Corporate Governance norms specified for listed companies & Certificate of Non-Disqualification of Directors pursuant to Regulation -34(3) and Schedule - V Para - C clause - (10) (l) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company for the year ended March 31, 2022.

CODE OF CONDUCT

A code of conduct for Directors and Senior Management Personnel of the Company is framed as per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Directors and the KMPs have affirmed compliance with the Code of Conduct. As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct, has been hosted on the website of the Company. The Managing Director of the Company has affirmed to the Board of Directors that the Code of Conduct has been complied by the Directors and senior management personnel and the same is attached herewith as Annexure- 6(ii) and forms part of Corporate Governance Report. As per the requirement of the SEBI (LODR) Regulations, 2015, the code of conduct, has been hosted on the website of the Company at https://www.obclimited.com/policies.php

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report forms part of this Annual Report.

31. RISK MANAGEMENT

The Company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues. In today’s Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc. As a matter of policy, these risk are assessed and steps as appropriate are taken to mitigate the same.

32. DISCLOSURE ON VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behaviour. The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear of reprisal.

The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit Committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. No Personnel had been denied access to the Committee during the year ended March 31, 2022.

33. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

33.1 Conservation of Energy:

a) The steps taken or impact on conservation of energy:-The Company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

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.

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

33.2 Technology Absorption:

a) The effort made towards technology absorption:-No specific activities have been done by the Company.

b) The benefits derived like product improvement, cost reduction, product development or import substitution:- No specific activity has been done by the Company

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- NA

d) The expenditure incurred on Research & Development:- NIL

33.3 Foreign Exchange Earnings and Outgo:

There was no Foreign Exchange earnings and outgo during the financial year in terms of the Companies (Accounts) Rules, 2014.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT

The Company has migrated the Listing/Trading of Equity Shares of the Company from SME Platform of BSE Limited to Main Board of BSE Limited and National Stock Exchange of India Limited (NSE) with effect from April 07, 2022.

There have been no other material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year i.e. 31st March, 2022, to which the Financial Statements relate and the date of the report.

35) DETAILS OF 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 were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operation.

36) DEPOSITS

During the year under review, Company has not invited, accepted or renewed any deposit from the public in terms of the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise.

37) BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (‘SEBI’) under Regulation 34(2)(f) of the SEBI (lODR) Regulations, 2015 read with National Guidelines on Responsible Business Conduct issued by the Ministry of Corporate Affairs requires top one thousand listed companies based on market capitalization to present a Business Responsibility Report (BRR) to its stakeholders in the prescribed format.

During the year under review, OBCL did not fall under the top one thousand listed companies based on market capitalization, accordingly, the requirement relating to Business Responsibility Report under the SEBI (LODR) Regulations, 2015 does not arise.

38) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

MCA has vide Companies (Accounts) Amendment Rules, 2021, effective from April 01, 2021, amended rule 8 with respect to the disclosures of details of an 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. The same was not applicable to your Company as there are no such applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 with respect to the Company.

39) DIFFERENCE IN AMOUNT OF THE VALUATION

MCA has vide Companies (Accounts) Amendment Rules, 2021, effective from April 01, 2021 amended Rule 8 with respect to the disclosures of details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. The same was not applicable to the Company as there was no such instance of one time settlement during the year under review.

40) COST AUDIT/COST RECORDS

The requirement relating to disclosure and the maintenance of cost records as specified by the Central Government under section 148 of the Companies Act, 2013 is not required to be made by the Company, and accordingly, such accounts and records are not prepared and maintained.

41) DEMATERIALIZATION OF COMPANYS SHARES

Your Company has provided the facility to its shareholders for dematerialization of their shareholding by entering into an agreement with The National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted to the Company is (INE426Z01016).

42) SERVICES TO SHAREHOLDERS

All matters relating to transfer/transmission of shares, issue of duplicate share certificates, payment of dividend, dematerialization and re-materialization of shares and redressal of investors grievances are carried out by M/s. Big Share Services Pvt. Ltd., Mumbai, the Registrar and Transfer Agent of the Company.

43) SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS- 1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ have been duly complied with by your Company during the Financial Year under review.

44) DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

During the year under review, there were no shares of the Company held in the demat suspense account or unclaimed suspense account. Accordingly, the disclosure with respect to demat suspense account/unclaimed suspense account as per the requirements of the SEBI (LODR) Regulations, 2015 is not applicable to the Company.

45) ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment thereby enabling the Company to boost its performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Suppliers, Customers, Banks/Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavours.

On behalf of the Board of Directors

Sd/-

Gopal Kumar Agrawalla

(Chairman)

DIN: 07941122

Date: 04.08.2022

Place: Raipur