oswal agro mills ltd share price Directors report

To

The Members,

Oswal Agro Mills Limited

Your directors take pleasure in presenting the 43^rd Annual Report on the business and operations of the Company together with the audited financial statements (Standalone and Consolidated) for the financial year ended March 31, 2023:

1. FINANCIAL SUMMARY

The financial performance of the company for the financial year ended March 31, 2023 is summarised in the table below: (Rs. in lakhs)

PARTICULARS	Consolidated		Standalone
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	2,794.70	1,102.13	2,794.70	1,102.13
Other Income	2,594.66	1,265.63	2,594.66	1,265.63
Total Revenue	5,389.36	2,367.76	5,389.36	2,367.76
Expenses	3,785.63	2,044.61	3,785.63	2,044.61
Profit before tax	1,603.73	323.15	1,603.73	323.15
Tax expenses
(i) Current tax	418.82	92.31	418.82	92.31
(ii) Income tax for earlier years	75.17	-	75.17	-
(iii) Deferred tax	171.57	(39.69)	171.57	(39.69)
Profit for the year after tax	938.17	270.54	938.17	270.54
Share of net profit of associate (net)	1,449.54	1,638.79	-	-
Profit for the year after tax after considering share of net profit of associate (net)	2,387.71	1,909.33	-	-

State of the Companys affairs

During the financial year 2022-23, the Company was primarily engaged in the trading of commodities. Apart from trading activities, the

Company also generated income from interest on inter-corporate deposits, trading in mutual funds and other miscellaneous incomes.

Further, the Company has been carrying on real estate and other non-financial activities since its inception. There was no change in nature of business of the Company during the year under review.

Financial performance

A detailed analysis and insight into the financial performance & operations of your Company for the year under review and appearing under the Management Discussion and Analysis Report, which forms part of the Annual Report.

Standalone financials

During the year under review, the total revenue stood at Rs. 5,389.36 Lakh as compared to Rs. 2,367.76 Lakh for the previous year 2021-22, profit before tax stood at Rs. 1,603.73 Lakh for the year under review as compared to Rs. 323.16 Lakh for the previous year 2021-22.

Consolidated financials

During the year under review, your Companys consolidated total revenue stood at Rs. 5,389.36 Lakh as compared to Rs. 2,367.76 Lakh for the previous year 2021-22, profit before tax stood at Rs. 1,603.73 Lakh for the year under review as compared to Rs. 323.15 Lakh for the previous year 2021-22 and the total comprehensive income stood at Rs. 2,445.24 Lakh as compared to Rs. 1,916.49 Lakh for the previous year 2021-22.

2. SUBSIDIARY AND ASSOCIATES

During the year ended March 31, 2023, the Company has only one associate namely Oswal Greentech Limited. Save and except the same, no other company has become or ceased as a subsidiary, associate, or joint venture of your company.

Consolidation of accounts

In pursuance of the provision of the Companies Act, 2013, and the rules framed thereunder, SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 and applicable Accounting Standards the Company has prepared consolidated financial statements. The audited consolidated financial statements alongwith Auditors report and statement containing salient features of the financial statement of

Associate Company (AOC-1) forms part of the Annual Report.

3. REPORT ON PERFORMANCE OF ASSOCIATE COMPANY AND ITS CONTRIBUTION TO THE OVERALL PERFORMANCE OF

THE COMPANY

Oswal Greentech Limited (Associate Company)

Oswal Greentech Limited (OGL) is a listed company incorporated and domiciled in India and has its principal place of business at 7^th Floor, Antriksh Bhawan, 22, Kasturba Gandhi Marg, New Delhi-110001. Its shares are listed and traded on the BSE Limited and the National Stock Exchange of India Limited ("Stock Exchanges"). The principal business of the associate company is trading and development of real estate projects. Further, OGL also invests its surplus funds as interest bearing inter-corporate deposits. During the year, OGL has recorded total revenue of Rs. 9,887.65 Lakhs and profit after tax of Rs. 3,787.83 Lakhs.

4. DIVIDEND

With a view to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend for the year ended March 31, 2023.

5. DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of

Deposits) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

6. RESERVES

Your directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings.

7. DISCLOSURE UNDER SECTION 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred after the end of the financial year 2022-2023 and till the date of this report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There were no significant or material orders passed by the regulators, courts and tribunals during the year ended March 31, 2023.

9. AUDITORS

(i) Statutory Auditors and their report:

Members of the Company at the 42^nd Annual General Meeting (AGM) held on September 28, 2022 approved the appointment of

M/s Oswal Sunil & Company, Chartered Accountants (Registration No. 016520N) as the Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 42 ^nd Annual General Meeting till the conclusion of the 47^th Annual General

Meeting at such remuneration as shall be fixed by the Board of Directors of the Company.

M/s Oswal Sunil & Company, Chartered Accountants have consented their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

M/s Oswal Sunil & Company, Chartered Accountants, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board of the ICAI.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial

Statements of the Company for the year ended March 31, 2023.

(ii) Secretarial Auditors and their report:

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2022-23 carried out by M/s. CT & Company, Company Secretaries, in Form MR-3 enclosed herewith as Annexure-A.

M/s CT & Company, Company Secretaries have been appointed to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed that they are eligible for the said appointment.

Also, a secretarial compliance report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s CT & Company, Company Secretaries and submitted with the National Stock Exchange of India Limited and BSE Limited.

The Secretarial Auditors report doesnt contain any qualification or reservation requiring explanation or adverse remark. During the financial year ended March 31, 2023, Statutory Auditor and Secretarial Auditor have not reported any instance of fraud to the

Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder, therefore, no disclosure is required under Section 134(3)(ca) of the Act.

(iii) Internal Auditors and their report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Company had appointed

M/s SVP & Associates, Chartered Accountants, New Delhi as Internal Auditors of the Company for the financial year ended March 31,

2023.

The Internal Auditors reports are periodically submitted with the Audit Committee for its review and further course of action thereon.

10. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2022-23, the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

11. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES

ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or the Secretarial Auditors of the Company have not reported any frauds to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

12. ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return (Form MGT-7) as on March 31, 2023 is available on the Companys website at https://oswalagromills.com/uploads/reportreturnfile/return_document_55087497.pdf

13. TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on Related Party Transaction. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company had entered into Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, with Jindal Steel and Power Limited. These transactions were in the Ordinary Course of Business and at Arms Length Basis, therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. However, the details, in this regard, as required to be provided under section 134(3) (h) of the Act, are given in Form AOC-2, which is annexed herewith as Annexure-B.

Details of all transactions with related parties are given in Note No. 38 of Notes forming part of Financial Statements.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

In accordance with the applicable provisions of the Act, Mr. Anil Kumar Bhalla (DIN: 00587533), Director liable to retire by rotation at the ensuing AGM, being eligible, has offered himself for re-appointment. Your Directors commend re-appointment of Mr. Anil Kumar Bhalla as

Director, for approval of the members, at the ensuing AGM.

The disclosures in respect to appointment/re-appointment of Directors as required under Regulation 36 of the Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2) are given in the Notice of ensuing AGM, forming part of the Annual Report.

On account of an inadvertent typographical error, in all prior communications appertaining to the re-appointment of Mr. Mohinder Pal Singh (DIN: 08155393) as an IndependentDirectoroftheCompanyforthesecondandfinalterm, including the resolution passed in 42 ^nd Annual General Meeting held on September 28, 2022, the period of re-appointment of Mr. Mohinder Pal Singh was inadvertently stated as "second and final term of five years commencing with effect from July 6, 2023 till July have been "commencing from July 06, 2023 till July 5, 2028". The said error was neither wilful nor wanton. Mr. Mohinder Pal Singh has duly acknowledged that his second tenure as Independent Director of the Company for the period of 5 years shall commence from July 06, 2023 till July 5, 2028.

As reported earlier,

(i) Mr. Pulkit Gupta (DIN: 07026809) , Non-executive and Independent Director of the Company, has resigned from the position of Director of the Company w.e.f. June 28, 2022 on account of personal reasons. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mr. Gupta during his association as a Non-executive Independent Director of the Company.

(ii) The Board of Directors, upon the recommendation of Nomination & Remuneration Committee, at their meeting held on July 6, 2022, has appointed Mr. Himanshu Agarwal (DIN: 09643966) as Non-executive and Independent Director of the Company w.e.f. July 6, 2022 for an initial term of 5 years which was subsequently approved by the shareholders of the Company at their 42^nd AGM held on September 28, 2022.

Declaration from Independent Directors: The Company has received all the applicable declarations as prescribed under both, the Act and Listing Regulations from each Independent Director and they meet the criteria of Independence and have registered themselves on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.There have been no circumstances affecting their status as independent directors of the Company. They have complied with the Code for Independent Directors prescribed under Schedule

IV to the Act. No Director of the Company is disqualified under any law to act as a director.

Further, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the databank of Independent Directors, pursuant to Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further they have confirmed that they shall comply with other requirements, as applicable under the said rule.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Key Managerial Personnel

During the financial year 2022-23, Ms. Anjali Aggarwal, Company Secretary (KMP) & Compliance Officer of the company submitted her resignation from the position w.e.f. close of working hours of November 24, 2022 due to personal reasons. The Board appreciated the valuable services rendered by Ms. Anjali during her tenure as Company Secretary & Compliance Officer of the Company.

The Board of Directors upon the recommendation of Nomination & Remuneration Committee at its meeting held on February 10, 2023, appointed Mr. Govind Surya Singh as the Company Secretary (KMP) & Compliance Officer of the company

Remuneration Policy

The Remuneration Policy of the Company on appointment and remuneration of Directors, KMPs & Senior Management including the criteria for determining the qualifications, positive attributes and independence of Directors is enclosed asAnnexure-C to this report.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they 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 at the end of the financial year and of the profit of the Company for that period;

(iii) they 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;

(iv) they have prepared annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operate effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial and effective during the financial year 2022-23.

16. AUDIT COMMITTEE

As on the date of this report, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) members, namely Mr. Mohinder Pal Singh, Mrs. Aruna Oswal, Mr. Himanshu Agarwal and Mr. Dhiraj Gupta, out of them 3 members are Independent Directors. Mr. Mohinder Pal Singh, an Independent Director, is the Chairperson of the Audit Committee. During the Financial year 2022-23, the Audit

Committee has met 5 (five) times dated 30.05.2022, 10.08.2022, 29.08.2022, 11.11.2022 and 10.02.2023. The Audit Committee reviewed the financial statements for each quarter/ financial year ended March 31, 2023 and has not given any adverse observations.

Further, Mr. Himanshu Agarwal, was inducted as member of the Audit Committee w.e.f. July 6, 2022 in place of Mr. Pulkit Gupta who ceased to be member of the Audit Committee w.e.f. June 28, 2022.

The Board accepted the recommendations of the Audit Committee as and whenever made by the Committee during the year.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Policy is available on the website of the Company at https://oswalagromills.com/FAQ_REPORT_IMG_DIRannouncement_report_document_25503752.pdf

18. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 as amended, the Company confirms that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable on the

Company.

19. DISCLOSURE ON VIGIL MECHANISM

Your company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful working environment not only for all its employees, but for all external parties too. Accordingly, the Board of Directors has formulated Vigil Mechanism which is in compliance with the provisions of Act & Rules made thereunder, and Listing Regulations through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. This Mechanism provides for adequate safeguards against victimization of the Whistle Blower.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism has been posted on the website of the Company at https://oswalagromills.com/FAQ_REPORT_IMG_DIRannouncement_report_document_64455111.pdf.

20. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisations corporate governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company understands and respects its fiduciaryrole and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The compliance report on corporate governance and a certificate from M/s. CT & Company, Company Secretaries,

New Delhi, regarding compliance of the conditions of corporate governance, as stipulated under Chapter IV of Listing Regulations is attached herewith as Annexure-E to this report.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report for the year under review is presented in a separate segment which is forming part of the Annual Report.

22. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act") and Rules framed therein an Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates and it is ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a) Number of complaints pending at the beginning of the year	NIL
b) Number of complaints received during the year	NIL
c) Number of complaints disposed off during the year	NIL
d) Number of cases pending at the end of the year	NIL

The Policy for Prohibition, Prevention and Redressal of Sexual Harassment at Workplace is posted on the website of the Company at https://oswalagromills.com/FAQ_REPORT_IMG_DIRannouncement_report_document_69903259.pdf

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(A) The information required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year

2022-23:

S. No. Name of Directors	Ratio to median remuneration
1 Dr. Aruna Oswal	NA
Chairperson & Non-executive Director
2 Mr. Bhola Nath Gupta	6.08:1
Wholetime Director & Chief Executive Officer
3 Mr. Anil Kumar Bhalla	NA
Non-executive Director
4 Mr. Mohinder Pal Singh*	NA
Non-executive Independent Director
5 Mr. Dhiraj Gupta*	NA
Non-executive Independent Director
6 Mr. Himanshu Agarwal*	NA
Non-executive Independent Director

(b) The percentage increase in remuneration of each Director and KMP viz, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2022-23:

S. No. Name of Directors and KMP	% increase in remuneration in the financial year
1 Dr. Aruna Oswal	NA
Chairperson & Non-executive Director Mr. Bhola Nath Gupta
2 Wholetime Director & Chief Executive Officer	NIL
3 Mr. Anil Kumar Bhalla	NA
Non-executive Director
4Mr. Mohinder Pal Singh*	NA
Non-executive Independent Director
5Mr. Dhiraj Gupta*	NA
Non-executive Independent Director
6Mr. Himanshu Agarwal*	NA
Non-executive Independent Director
Mr. Parveen Chopra
7 Chief Financial Officer	8.51%
8 Ms. Anjali Aggarwal (upto 24.11.2022)	NIL
Company Secretary
9 Mr. Govind Surya Singh (w.e.f. 10.02.2023)	NIL
Company Secretary

*The Independent Directors are entitled to receive sitting fees for meetings of Board and Committees thereof.

(c) The percentage increase in the median remuneration of employees in the financial year: 8.56%

(d) The number of permanent employees on the roll of the Company (as on March 31, 2023): 28

(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There has been 0.55% change in the average % managerial increase while for others it is about 10.32%. During the year, there was no actual increase in the remuneration/ salaries of managerial personnel as well as other employees of the company. The given ratios and percentage increase are based on the changes in total remuneration paid during the financial year as compared to previous financial year and due to any change in allowances paid on actual basis to managerial personnel or to any employee e.g. payment of LTA, medical allowances, leave encashment and overtime allowances etc. on account of addition of new employees in Company during the financial year 2022-23. (f) Affirmation that remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

Note: Leave encashment by any employees/ managerial personnel during the financialyear 2022-23 in terms of the companys policy has not been included in the above.

(B) PARTICULARS OF EMPLOYEES

Sl. No. Name	Designation	Age (Yrs)	Qualification	Remu- neration (Rs in Lakhs)	Date of Commence- ment of Employment	Experi- ence (Yrs)	Last Employment Held & Designation
1. Mr. Bhola Nath Gupta	Whole Time Director & CEO	73	B. Sc. Agri. Engg. MBA	33.20	01.04.2014	49	GM (Com.), Oswal Greentech Limited
2. Mr. Mahesh C Rawal	Manager Accounts	66	CA (Inter), B.Com	28.55	01.01.2017	39	Accounts Manager, Oswal Greentech Limited
3. Mr. Parveen Chopra	CFO	66	B.Com	26.09	01.04.2014	42	Accounts Manager, Oswal Greentech Limited
4. Mr. T R Jawaharlal	Officeron Special Duty	64	B.Com (HR)	23.70	01.06.2017	42	Officer on Special Duty, Oswal Greentech Limited
5. Mr. Vinaya Ram Chamoli	Manager- Accounts	65	B.com (Hons.)	18.37	01.04.2021	41	Manager Accounts. Oswal Greentech Limited
6. Mr. Sanjay Kumar Singh	Manager-Legal	52	LLB	15.18	01.04.2021	26	Manager-Legal, Oswal Greentech Limited
7. Mr. Yogender Kumar Gautam	Assistant Manager- Secretarial	58	Masters in Computer Science	9.25	01.04.2021	36	Assistant Manager- Oswal Greentech Limited
8. Mr. Muktilal Bhurtal	Sr. Assistant	62	Inter	8.84	01.01.2017	40	Sr. Assistant, Oswal Greentech Limited
9. Mr. Vir Bahadur Singh	Supervisor	57	Inter	7.99	01.01.2017	30	Supervisor, Oswal Greentech Limited
10. Mr. Noch Bahadur Mathara	Sr. Assistant	45	Inter	6.71	01.01.2017	15	Sr. Assistant, Oswal Greentech Limited

24. BOARD EVALUATION

The Board of Directors have carried out formal 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 the Listing Regulations.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees (viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee & Corporate Social Responsibility Committee); Individual directors and the Chairperson, on various criteria outlined in the ‘Guidance Note on Board Evaluation issued by SEBI on January 5, 2017.

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, contribution at the meetings, focus on governance information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, compliance and control etc.

The Board reviewed the performance of the individual Directors on the basis of the criteria such as 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 Chairperson was also evaluated on the key aspects of her role.

25. INDEPENDENT DIRECTORS MEETING

In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act. The Independent Directors of the Company met on February 10, 2023, inter alia review and discuss the following:

(i) Review the performance of non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) 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.

26. NUMBER OF MEETINGS OF BOARD

During the financial year ended March 31, 2023, the Board met 8 (eight) times on 30.05.2022, 06.07.2022, 10.08.2022, 29.08.2022,11.11.2022, 25.11.2022, 02.02.2023 and 10.02.2023. For further details regarding these meetings, Members may please refer to the Report on Corporate Governance, which forms part of the Annual Report.

COMMITTEES OF THE BOARD

At present, four standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee which have been constituted in accordance with the applicable provisions of the Act and Listing Regulations. During the year under review, recommendations of these committees were accepted by the Board of Directors. For more details on the composition of the Committees, meetings held during the year, the Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily.

Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected. Adequacy of internal financial control with reference to financial statements: The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

28. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION

186 OF COMPANIES ACT, 2013

Particulars of loans given are provided under Note No. 40 to the financial statement. Particulars of investment made are provided under Note No. 5, 6 and 12 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.

29. PARTICULARS OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUT GO

(A) Information regarding conservation of energy and technology absorption: At Oswal Agro Mills Limited, our continuous approach is towards achieving maximum energy efficiency and absorption of technology in our operations and initiatives undertaken by the Company.

(B) Foreign exchange earning and outgo: During the year under review, there were no foreign exchange earnings and outgo.

30. RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.

Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Groups businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.

Our Risk Management Framework is designed to help the organization to meet its objectives through alignment of operating controls with the Companys mission and vision. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of 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 has been posted on website of the Company at https://oswalagromills.com/FAQ_REPORT_IMG_DIRannouncement_report_document_64543791.pdf

31. CODE OF CONDUCT

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has in place the policies/ codes which are revised from time to time according to applicable laws or as per need. The members of the Board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31, 2023.

The annual report of the Company contains a certificate by the CEO and Wholetime Director in terms of Listing Regulations on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management.

32. GENERAL

Your Directors state that during the financial year ended March 31, 2023, no disclosure is required in respect of following matters, as there were no transactions/events in relation thereto:

1. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme.

2. There was no change in the share capital of the Company.

3. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

4. The Company does not have any Employee Stock Option Scheme.

5. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

6. There was no instance of onetime settlement with any Bank or Financial Institution.

33. HUMAN RELATIONS

Human resources play a significant role in your Companys growth strategy. Your Company emphasized on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices.

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year.

34. LISTING

Presently, the Companys equity shares are listed on the following Stock Exchanges:

(a) The National Stock Exchange of India Limited, Mumbai

(b) BSE Limited, Mumbai

35. APPRECIATION AND ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere gratitude for assistance and co-operation received from Central & State

Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Oswal Agro Mills Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.