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Orosil Smiths India Ltd Directors Report

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Orosil Smiths India Ltd Share Price directors Report

Dear Members

Your Directors have pleasure in presenting 29th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL SUMMARY/ HIGHLIGHTS

Your Companys financial performance for the financial year ended March 31, 2023 is summarized below:

Particulars

Financial year ended March 31, 2023 Financial year ended March 31, 2022
Revenue from Operations 73.74 93.73
Other Income 8.49 9.76

Total Income

82.23 103.49
expenditure excluding Depreciation 98.31 109.57
Add: Depreciation 13.17 12.66
Profit/ (Loss) Before Tax & Exceptional Item 122.23 (18.74)

Total Expenditure

(29.25) 11.48
Exceptional Item 5.36 0.61
Tax Expenses (34.61)) (19.35)

Profit/(Loss) Before Tax

(0.06 0

Profit / (Loss) after Tax

(34.55) (19.35)

Other Comprehensive Income

1.16 (1.16)

Total Comprehensive Income

(33.39) (20.51)

The revenue from operations and other income for financial year under review were 82.23 Lakhs as against 103.49 Lakhs for the previous financial year, loss was (34.55) Lakhs for the financial year under review as against loss of (19.35) Lakhs for the previous financial year.

In accordance with the provisions of Section 136 of the Companies Act, 2013 (the "Act"), the Annual Report of the Company, containing its Standalone Financial Statements will be made available on the website of the Company at the web link: https://orosil.com/pages/investor-annual-report.

Further, a detailed analysis of the Companys performance is included in the Management Discussion & Analysis Report, which forms part of this Annual Report.

3. STATE OF THE COMPANYS AFFAIRS

Orosil Smiths India Limited is a public listed company incorporated on June 01, 1994, primarily engaged in the business of manufacturing, fabrication, sale, purchase, trading/dealing in all kinds of Gold, Silver, Silver Ornaments/Utensils and all other items of Gold, Silver and allied business.

Due to growth of trade in jewellery in the online medium, the Company is offering sale of Jewellery on its own website, namely: https://orosil.com. The Company is offering silver jewellery under "Kuhjohl" brand and gold jewellery under "Sincere" brand. The Company altered its Memorandum of Association in the annual general meeting held on September 30, 2019, to expand its operations in the textile sector, however, the operations under the said sector has not been started yet. The management is still looking for the potential opportunity to grow in this sector. The Company has also registered its Trademark "mingALL" under class 25 for trading of Apparels, Footwear and Headgear.

Your Directors expect that there will be further improvement in overall performance in the coming years and looking for expansion of business in the sector of manufacturing and trading of all kinds of fashionable garments.

The Directors are making efforts to enhance the business activities and can only hope to regain the business activities in future when situation becomes stable. We expect business loss to reduce in the upcoming years as situation improves in the economy and the management is closely analyzing the situation.

Impact of Covid-19

The Corona Virus Disease-2019 (‘COVID-19), a pandemic declared by the World Health Organization, has pushed the global economy and humanity into a disaster. In an attempt to control this pandemic, the governments of various countries imposed a nationwide lockdown. Although the lockdown may have assisted in limiting the spread of the disease, it has brutally affected the country, unsettling the complete value chains of the most important industries. The Company has taken into account all the possible impacts of COVID-19 pandemic in preparation of the financial statements, including but not limited to its assessment of liquidity and going concern assumption and recoverable values of its financial and non-financial assets. The Company has carried out an assessment based on available internal sources of information up to the date of approval of these financial and believes that the impact of the COVID-19 pandemic is not material to these financial statements.

However, the impact assessment of this pandemic is a continuing process given the uncertainties associated with its nature and duration. Accordingly, the Company will continue to monitor any material changes to future economic conditions. Given the criticalities and uncertainties associated with the nature, condition, and duration of COVID-19, the impact assessment on the Companys financial health will be continuously made and provided for as required.

4. DIVIDEND AND TRANSFER TO RESERVE

In view of the losses incurred by the Company, no dividend is declared for the financial year under review.

The Company has not transferred any amount to General Reserve.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, which remain unpaid or unclaimed for a period of seven years, from the date of transfer to Unpaid Dividend Account.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and

Protection Fund Authority ("IEPF Authority").

During the year under review, no amount of the unclaimed/unpaid dividend and any such share in the Company, was due to be transferred to the IEPF Authority, as Company has not declared any dividend for years.

6. INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company, for the financial year ended March 31, 2023, are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

7. DEPOSITS

During the Financial Year 2022-23, your Company has not accepted/received any Deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,

2014. Further, there was no outstanding public deposits and unclaimed deposits as at March 31, 2023. However, the Company has accepted the amount from its Directors at NIL rate of interest, subject to the receipt of declaration that amount given is owned by them and is not borrowed amount. The details of the same is also given in Financials.

8. SHARE CAPITAL

As on March 31, 2023, the Authorized Share Capital of your Company is 5,50,00,000 (Rupees Five Crore Fifty Lakhs only), divided into 44,116,000 equity shares of 1 each and 10,88,400 preference shares of 10 each.

The Issued, Subscribed and Paid-up Share Capital as on March 31, 2023 is 5,22,00,000 (Rupees Five Crore Twenty-Two Lakhs only) comprising 41,316,000 (Four Crore Thirteen Lakhs Sixteen Thousand only) equity shares of face value of 1/- each and OCCPS 10,88,400 preference shares of 10 each.

Your Company has issued 10,88,400, 3.5% Optionally Convertible Cumulative Preference Share ("OCCPS") of face value 10/- each at a premium of 10/- each, convertible after 5 years from the date of issue. Now, OCCPS are convertible at any time, however, till now no request has been received by the Company from any of the OCCPS holders for such conversion.

There was no buy back of equity shares, public issue of securities, rights issue, bonus issue or preferential issue etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

9. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions as specified in Regulation 17 to 27, clauses (b) to (i) of Regulation 46(2) and Paragraph C, D and E of Schedule V does not apply on the companies whose paid-up share capital and net worth is less than Rupees Ten Crore and Rupees Twenty-Five Crore, respectively, as on the last day of the previous financial year.

Since, the paid-up share capital and net worth of the Company is less than the aforesaid threshold limits, the Company is not required to comply with the above mentioned Corporate Governance provisions

10. HOLDINGS, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holdings, Subsidiary, Joint venture or Associate Company. There were no companies which have become or ceased to be its holdings, subsidiaries, joint ventures or associate companies during the year under review.

11. CERTIFICATIONS, QUALITY STANDARDS AND TRADEMARK

As per the quality control order called as the Hallmarking of Gold Jewellery and Gold Artefacts Order, 2020, as amended, for mandatory hallmarking of gold jewellery/artefacts, issued by the Ministry of Consumer Affairs, Food and Public Distribution on January 15, 2020, every jeweller who wants to sell hallmarked jewellery with effect from June 16, 2021, has to obtain a registration from the Bureau of Indian Standards (BIS).

Accordingly, the Company also registered its hallmark named as "ORO" under the BIS and is now eligible to sell the hallmarked jewellery under the same hallmark.

During the Financial Year 2021-22, the Company has registered its Trademark "mingALL" under Class 25 as a brand name for trading of Apparels, Footwear and Headgear.

12. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of your Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors comprises of the following Directors as on March 31, 2023:

1. Mr. Bhushan Kumar Narula Managing Director (Chairman)
2. Mrs. Rita Narula Whole-Time Director
3. Ms. Bhavana Sampath Kumar Non-Executive Independent Director
4. Mr. Vinit Aggarwal Non-Executive Independent Director
5. Mr. Karan Suri Non-Executive Director

Your Company has following Key Managerial Personnel as on March 31, 2023:

1. Mr. Bhushan Kumar Narula Managing Director (Chairman)
2. Mrs. Rita Narula Whole-Time Director
3. Mr. Chandar Prakash* Chief Financial Officer
4. Ms. Dinky Bansal* Company Secretary (CS)
5. Ms. Priyanka Sharma* Company Secretary

 

4. *Resignation w.e.f. December 31st, 2022.
5. * Appointment w.e.f July01st,2023.

1. Pursuant to Section 152(6) of the Companies Act, 2013, Mr. karan Suri ( Non-Executive Director) of the

Company was liable to retire by rotation and being eligible offered himself for re-appointment, was reappointed by the Members of the Company at the 29th Annual General Meeting of the Company held on September 27, 2023

2. Pursuant to the Provision of Company Act, 2013, the Board of Directors of meeting held on August 03, 2023 approved the appointment of Ms. Parul Pathak, Additional, Independent Director on the Board for a period of Five years with effect from August 03, 2023 to August 02nd 2028." subject to approval of the Members of ensuing Annual General Meeting.

3. Ms. Dinky Bansal, Company Secretary Has Resigned from the post of Company Secretary w.e.f December31st, 2022. Thereafter. the Company had appointed Ms. Priyanka Sharma as Company Secretary of the Company w.e.f July 01st, 2023.

Declaration by the Company

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2023.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and that they are independent of management.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

All the Independent Directors of the Company have registered their names in the data bank for Independent

Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the creation and maintenance of data bank of Independent Directors) and paid requisite therefor.

Familiarization Programmed for Independent Directors

The details of programmed for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at the web-link: http://orosil.in/investors/sebi-policies/famili-prog-for-indep-director.pdf.

14. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as ‘Annexure – A to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, doesnt form part of this Report. Having regard to the provisions of the second proviso to Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for e-inspection during working hours of the Company and any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished on request.

15. BOARD AND COMMITTEE MEETINGS Board Meetings

During the year under review, 05 (Five) meetings of the Board of Directors were held on May 07, 2022, July

22, 2022, September 03, 2022, November 11, 2022 and January 18, 2023.

The Notices and Agenda for these meetings was prepared and circulated in advance to the Directors and few meetings were held at shorter notices. Necessary quorum was present in all the meetings. The gap between any two meetings was not more than one hundred and twenty days as prescribed under Companies Act, 2013. The details of the Board meetings and attendance of the Directors are as follows:

S. No. 1.

Name of Directors Mr. B.K Narula No. of Board Meeting Held 5 No. of Board Meetings attended 5
2. 3. Ms. Bhavana Sampath Kumar Mrs. Rita Narula 5 5 5 5
4. 5. Mr. Karan Suri Mr. Vinit Aggarwal 5 5 5 5

Separate Meeting of Independent Directors

During the financial Year ended March 31, 2023, -pany was held on and March 10, 2023, without the presence of Executives and Non-Independent Directors, inter alia a) , to discuss:

Review of performance of Non- Independent Directors and the Board as a whole; b) Review of performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non- Executive Directors.

The quality, quantity and timeliness of flow of information between the Companys Management and the

Board that is necessary for the Board to effectively and reasonably perform their duties.

As on March 31, 2023, your Board has 03 (three) mandatory Committees, namely, 1) Audit Committee, 2) Nomination & Remuneration Committee, 3) Stakeholder Relationship Committee.

Audit Committee

The Audit Committee of the Company is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee covers the areas mentioned in Section 177 of the Act.

05 (five) meetings of the Audit Committee were held during the financial year under review, May 07, 2022,

July 22, 2022, September 03, 2022, November 11, 2022 and January 18, 2023.

The composition of the Audit Committee along with meeting & attendance details of each member at the

Audit Committee Meetings held during the financial year ended March 31, 2023 are as follows:

S. No.

Name Designa- tion Category Meetings held Meetings
1. Mr. Vinit Aggarwal Chairman Non-Executive Independent Director 5 attended 5
2. mar Ms. Bhavana S. Ku- Member Non-Executive Independent Director 5 5
4. 3. Mr. B K Narula Mr. Karan Suri Member Member Non-Executive Director Managing Director 5 5 5 5

The Committee inter-alia reviews the adequacy of Internal Financial Controls and Financial Statements before they are submitted to the Board for its approval.

All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Act.

Nomination and Remuneration Committee, amongst others, is responsible for determining the Companys policy on recruitment and remuneration of Directors/KMPs, Senior Management Personnel and other employees of the Company. The terms of reference of the NRC Committee covers the areas mentioned in Section 178 of the Act.

During the year ended March 31, 2023, 01 (One) meeting of the Nomination and Remuneration Committee were held on September 03,2022. The composition of the Nomination and Remuneration Committee and attendance details are given below:

S. No.

Name Designation Category Meetings held Meetings
1. Ms. Bhavana S. Ku- Chairman Non-Executive Independent Director 1 attended 1
2. Mr. Vinit Aggarwal mar Member Non-Executive Independent Director 1 1
4. 3. Mr. Karan Suri Mr. B K Narula Member Member Managing Director Non-Executive Director 1 1 1 1

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In accordance with the provisions of Section 178 of the Act, the Board of Directors has, on the recommendation of the Nomination and Remuneration Committee, adopted a Policy for selection and appointment of Directors,

Senior Management, their remuneration and their evaluation including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other employees of your Company. The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonable and sufficientto attract, retain and motivate them to successfully run the Company.

The policy on appointment and remuneration to Directors can be accessed from the following link: http://orosil.in/investors/sebi-policies/Appointment-and-Remuneration-Policy.pdf.

Stakeholder Relationship Committee (SRC)

The Stakeholder Relationship Committee was duly constituted by the Board of Director of the Company at their meeting held on November 13, 2021, as per the provisions of Section 178 of the Act, 2013 and other applicable provisions, as the total number of Stakeholders of the Company increased from 1000. The terms of reference of the SRC Committee covers the areas mentioned in Section 178 of the Act.

During the year ended March 31, 2023, 1 (one) meeting of the Stakeholder Relationship Committee was held on March 01, 2023. The composition of the SRC and attendance details are given below:

S. No.

Name Designation Category Meetings held Meetings
1. Mr. Vinit Aggarwal Chairman Non-Executive Independent Director 1 attended 1
2. mar Ms. Bhavana S. Ku- Member Non-Executive Independent Director 1 1
4. 3. Mr. Karan Suri Mr. B K Narula Member Member Non-Executive Director Managing Director 1 1 1 1

16. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT

The Board of Directors has laid down the code of conduct for all the Board members and members of the Senior

Management of the Company. All the Board members and Senior Management personnel have affirmed compliance with the code of conduct. The Declaration of the same is annexed herewith in ‘Annexure-B.

The Directors have also confirmed that they have complied with the Companys Code of Conduct and are not debarred to act as a Director by virtue of any SEBI order or any other authority.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at March 31, 2023 and of the profit and loss of the Company for the year ended on that date; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts of the Company on a ‘going concern basis. (e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

18. ANNUAL RETURN

Annual Return as provided under Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website and can be accessed through the link at

Orosil.com/pages/investor-annual report

Further, the Annual Return (i.e., e-form MGT-7) for Financial Year 2022 - 23 shall be filed by the Company with the Registrar of Companies, Delhi, within the stipulated period and the same can also be accessed thereafter on the Companys website at: http://www.orosil.co.in

19. RELATED PARTY TRANSACTIONS under review, all material contracts or arrangements or transactions entered into Duringthefinancial by the Company with related parties were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

However, there was one material Related Party Transaction that was not in Ordinary Course of Business and was placed before the members of the Company at their AGM held on September 29, 2021 and not approved with requisite majority by members of the Company. Accordingly, information of this transaction is given in form AOC-2 annexed as "Annexure-C" of the Annual Report.

Therearenomateriallysignificant made by the Company with Promoters, Key

Managerial Personnel or other designated persons, which may have potential conflict with interests of the

Company at large.

The details of Related Party Transactions are disclosed in Notes to the Financial Statements attached to and forming part of the Annual Financial Statements.

The policy on materiality of Events is as follows: http://orosil.in/investors/sebi-policies/policy-on-materiality.pdf.

20. MANAGEMENT DISCUSSION & ANALYSIS (MD&A) REPORT

The Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separate section as ‘Annexure-D, forming part of the Annual Report.

21. AUDITORS AND AUDIT REPORTS A) STATUTORY AUDITOR

In accordance with the provisions of the Companies Act, 2013 read with relevant rules there under, M/s

D M A R K S & Associates., Chartered Accountants (Firm Registration No. 006413N) be and is hereby appointed as statutory auditor of the company for the first term of Five Consecutive Years, Who shall hold office from the Conclusion of this 29th AGM till the Conclusion of 34th AGM to be held in the Year 2028, at such remuneration as may be fixed by the Board of Directors of the Company ."

M/s PNG& Co. has completed the tenure for which they were appointed, So Company appointed, M/s D M A R K S & Associates., Chartered Accountants as an Statutory Auditor of the Company.

On the recommendation of the Audit Committee, the Board recommended the appointment of, M/s D M

A R K S & Associates., Chartered Accountants (Firm Registration No. 006413N) as the Statutory Auditors Conclusion of this 29th AGM till the ofthe Companyforafirst Conclusion of 34th AGM to be held in the Year 2028, at such remuneration as may be fixed by the Board of Directors of the Company."

The Statutory Auditor of the Company has raised a qualification on the financial statement in respect of non-current investment.

AUDITORS REPORT

The Statutory Auditors of the Company have submitted report to the members of the Company for the financial year 2022-23, which is not qualified.

However, the quarterly report for the quarter ended March 31, 2023, containing the remark as follows:

"Investments are stated at the fair value arrived on the basis of last available audited financial statements of the invested entity." Managements View: The Company has valued its investment as per the latest available Financial Statements of the invested entity. The Audited Financial Statements for the Financial Year ended March 31, 2023 are not available with the Company.

The Audit Report is attached to the Financial Statements forming a part of this Annual Report.

Total fee for all services paid by the Company to the statutory auditors for Statutory Audit & Limited Review is 72,500/- only.

B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s N K Chandok & Associates (COP No. 12930), Practicing Company Secretaries to conduct Secretarial Audit for financial year 2022-23.

The Secretarial Audit Report for the Financial Year ended March 31, 2023, as received in Form MR-3, is annexed herewith as ‘Annexure-E forming integral part of this Report. The said report is containing remark which is stated below:

Managements View:

The Company is maintaining all the information, w.r.t. timing of sharing the information and any modification thereof, and events in a protected Excel Workbook. The Company has complied with the provisions of the SEBI (Prohibition of

Insider Trading) Regulations, 2015 and ensure the flow of UPSI is without leakage.

However, as on the date of this report, the Company has installed a Structured Digital Database (SDD) named Insilysis, and from now onwards will be maintaining the information in that only. The Company is in the phase of familiarising its Designated Persons with the SDD portal.

C) INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of

Companies (Accounts) Rules, 2014 the Board of Directors on the recommendation of Audit Committee had appointed M/s D M A R K S & Associates, Chartered Accountants (FRN: 006413N) as Internal Auditor of the Company for the financial year 2022-23.

D) COST AUDITOR

The Company was not required to appoint cost auditor for the financial year 2022-23 pursuant to

Section 148 of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The Company was not required to maintain cost records under Section 148 of the Act and accordingly, such accounts and records are not made and maintained.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, performance of its Committees and of the Directors individually, as per the criteria laid down by the Nomination and Remuneration Committee. The evaluation was carried out based on various parameters.

During the year under review, Independent Director met on March 10, 2023, without the presence of non-independent directors and members of the management, to discuss the evaluation of the Board, Committees and the Non-Executive Directors. The discussions covered both strategic and operational aspects of the Board functioning, as well as the quality, content and timeliness of the flowof information between the Management and the Board. The inputs from the meeting were shared with the Nomination and Remuneration Committee. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

23. RISK MANAGEMENT POLICY

The Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a structured Risk Management Policy to identify, monitor and minimize risks and also identify business opportunities.

The Company has put in place risk minimization and assessment procedures, in order to effectively and efficiently manage risk and address challenges.

The objective of Risk Management at Orosil Smiths India Limited is to create and protect shareholder value by minimizing threats or losses and identifying and maximizing opportunities. An enterprise wide risk management framework is applied so that effective management of risks is an integral part of every employees job.

Risk Management Policy adopted by the Company can be accessed at the following web link: http://orosil. in/investors/sebi-policies/risk-management-policy.pdf.

24. PARTICULARS OF LOANS GIVEN, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any Loan and guarantee to any person or body corporate during the financial year. The details of investments made by the Company are in Note No. 3 of the Audited Financial Statements.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS DURING THE FINANCIAL YEAR 2022-23

During the year Financial Year 2022-23, therewasnosignificantmaterial order passed by the Regulators or

Courts or Tribunals that could impact the going concern status of the Company and its future operations. However, there are certain prior events which are as mentioned below:

-The company has given Bank Guarantee to Sales Tax authorities amounting to 3,20,220/- as at March 31, 2023. -The Income Tax Demand relating to A.Y 2017-18 wherein order demanding 56.52 lakh was passed by Income Tax Department, Delhi. However,theCompanyhasfiledan appeal againstthesameandthefinalorder is yet to be passed by the authority.

-TDS demand of 64,525 is pending for the FY 2022-23 and previous FY under Income Tax Act, 1961.

Further, the Promoter and Promoter Group (as specified in the Shareholding Patterns filed to the BSE), has received Notices dated February 22, 2022 and July 21, 2022, from SEBI, in the matter of Orosil Smiths India

Limited regarding violation of the provisions of Regulation 11(2) read with Regulation 14, 15 and 18 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The Company has made the requisite disclosure dated February 24, 2022 and August 01, 2022, respectively, of the said notices to BSE. The

Notices are taking corrective measures in this regard, but the final order is yet to come.

However, there is no monetary or non-monetary impact on the Company of the said notices received by Promoter & Promoter Group.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, research & development, technology absorption during the year under review, as the Company does not engage in manufacturing activity involving energy intensive processes. However, the Company has taken sufficient steps towards general energy saving techniques and conservation.

Further, there was no Foreign Exchange earnings and outgo during the financial year 2022-23.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, which commensurate with the size, scale and complexity of its operations. M/s D M A R K S & Associates, Chartered Accountants, was appointed as Internal Auditors of the Company during the year under review.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, Significantaudit accounting procedures and policies. observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

28. CODE FOR PREVENTION OF INSIDER TRADING

The Company has formulated a Code of practices and procedures for fair disclosure of unpublished price sensitive information. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The code is uploaded on the website of the Company at: http://orosil.in/investors/code-of-fair-disclosure/ Code-of-Fair-Disclosure.pdf.

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section

177 of the Companies Act, 2013 for all the Directors and Employees of the Company to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behavior, violation of the Companys code of conduct and leak of unpublished price sensitive information etc. or any other event which would adversely affect the interests of the business of the Company and which provides reassurance that they will be protected from reprisals or victimization for whistle blowing. During the year under review, the Company had not received any complaint under the policy and no complaint was pending as on March 31, 2023.

Whistle Blowers may send their concerns/ complaints to the Chairman of Audit Committee directly for appropriate action. The details of establishment of such mechanism have been also disclosed on the website of the Company. It is affirmed that no personnel have been denied access to the Audit Committee. The vigil mechanism (Whistle Blower Policy) may be accessed on the Companys website at www.orosil.com.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting financial position of your Company have occurred between the end of the financial year of the Company to which Financial Statements relate and the date of this Report.

31. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company during the financial year 2022-23.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH ACT)

The Provisions of Prevention of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 are not applicable on the Company, as the Company doesnt have minimum number of employees of its payroll as stipulated under the POSH Act.

33. FRAUDS REPORTED BY AUDITORS

There are no such frauds reported by the Auditors to the Audit Committee or the Board of Directors, which are committed against the Company by officers or employees

Companies Act, 2013.

34. INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

(31 of 2016) during the FY23.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, the Company has not availed any loan from Banks and Financial Institutions, hence question of settlement doesnt arise.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with. Your Company has complied with the Secretarial Standards on Meetings of the

Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

37. POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with regulation 9 of SEBI (Listing Obligations and Disclosures) Regulations, 2015 the board has adopted a policy for preservation of documents which has been uploaded on the website of the company under the web link http://orosil.in/investors/sebi-policies/policy-for-preservation-of-docs.pdf

38. ANNUAL REPORT

The Annual Report containing, inter-alia, the audited financialstatements, Boards Report, Auditors Report, Management Discussion & Analysis (MD&A) Report and other important information is circulated to shareholders and other stakeholders and is also available on the Companys website at https://orosil.com/ pages/investor-annual-report.

39. LISTING OF SHARES

The equity shares of the Company are listed at the BSE Limited. The Annual Listing Fee for the financial year

2022-23 has been paid to the Stock Exchange where the Shares of the Company are listed.

40. DEPOSITORY SYSTEMS

The Companys shares are traded in Demat form only. Your Companys Scrip has come under compulsory dematerialization w.e.f. November 29, 1999 for Institutional Investors and w.e.f. January 17, 2000 for all

Investors. So far, 98.91% of the equity shares have been dematerialized.

The ISIN allotted to the equity shares of the Company is INE628B01034.

41. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

42. REPORTING PERIOD

The Financial Information is reported for the period April 01, 2022to March 31, 2023. Some parts of the Non-Financial Information included in this Boards Report are provided as on the date of this Report.

43. CAUTIONARY STATEMENT

Statements in the report of Board of Directors and Management Discussions & Analysis Report describing the Companys projections, estimates, expectations or predictions may be ‘forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include demand supply conditions, raw material prices, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

44. PERSONNEL

Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Companys success.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, bankers, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

On behalf of the Board of Directors
For Orosil Smiths India Limited
Rita Narula B. K. Narula
(Whole-Time Director) (Chairman & Managing Director)

Place: New Delhi

DIN: 00006096 DIN: 00003629

Date: September 01, 2023

Add: D-92, Ist Floor Add: D-92, Ist Floor
Defence Colony, Defence Colony,
New Delhi-110024 New Delhi-110024

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