Dear Members,
The Directors have pleasure in presenting before you the 28th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
(? In Lakhs)
| Particulars | 2023-24 | 2022-23 |
| Revenue from Operations | 1,89,885.32 | 2,99,681.96 |
| Other Income | 842.29 | 43.64 |
| Total Income | 1,90,727.61 | 2,99,725.60 |
| Less: Expenditure | 1,94,218.28 | 2,94,965.72 |
| Profit before Finance costs, Depreciation and Amortization and Tax | (3,490.67) | 4,759.88 |
| Less: Depreciation & Amortization | 91.10 | 62.76 |
| Profit /loss before Finance Costs, Exceptional items and Tax Expense | (3,581.76) | 4,697.12 |
| Less: Finance Cost | 1,899.12 | 1,155.92 |
| Profit before Tax and Exceptional items | (5,480.89) | 3,541.20 |
| Exceptional Item | - | - |
| Profit before Tax | (5,480.89) | 3,541.20 |
| Less: Current Tax | - | 893.25 |
| Mat credit entitlement | - | - |
| Deferred Tax | (16.93) | (2.04) |
| Excess/ Short provision | 12.50 | (4.41) |
| Profit for the period | (5,476.45) | 2,654.40 |
| Earnings Per Share | ||
| Basic | (72.53) | 35.16 |
| Diluted | (72.53) | 35.16 |
2. REVIEW. OPERATION & PERFORMANCE
The Company reported normal financial performance in FY24 despite facing significant challenges in the external environment vis-avis steel industry, throughout the year. Post the announcement of Export Duty on the steel industry in May 2023, the industry had a noticeable impact on its performance, as the industry took time to adapt to the new dynamics, drop in price realizations, etcetera. This, in turn, affected the ancillary suppliers of the Raw Materials, resulting our Revenue from Operations at ^ 1898.85 Crores, as compared to ^ 2996.82 Crores in previous FY, a decrease of 36.64% YoY. Profit Before Tax for the year stood at Loss of ^ 54.81 Crores, as compared to Profit of ^ 35.41 Crores in previous FY, a decrease of 254.77% YoY, as the price of the metals have dipped. The earnings per equity share (of face value ^ 10) for the year 2023- 24 has decreased to Loss of ^ 72.53/- from profit of ^ 35.16/-in the previous F.Y.
Despite the challenges faced in FY24, we remain optimistic about the prospects of the Company. Our strategic focus on value added products, exploration of export markets, and expansion into adjacent product categories will position us well for the growth and enable us to capitalize on emerging opportunities. There has been no change in the nature of business of the Company.
3. CREDIT RATING
Following are the details of the credit ratings:
a. Credit rating for long-term rating of [CARE BBB/Stable] (pronounced as Triple B; Outlook: Stable) for ^ 14 Crore and rating of CARE BBB; Stable / CARE A3+ (pronounced as Triple B ; Outlook: Stable / A Three Plus) for 148 Crores a Long term/Short term Bank Facilities assigned by rating Committee of Care Rating.
i. Name of the credit rating agency- Care Rating
ii. Date on which the credit rating was obtained- August 01, 2022
iii. Revision in the credit rating: NA.
iv. Reasons provided by the rating agency for a downward revision, if any: N.A
b. Credit rating obtained previously: Long term rating of [CRISIL] BBB-/Stable (pronounced as Triple B minus) for 147 Crore Line of Credit, stands withdrawn.
i. Name of the credit rating agency- CRISIL
ii. Date on which the credit rating was obtained- 01st October 2019
iii. Revision in the credit rating: Nil.
iv. Reasons provided by the rating agency for a downward revision, if any: N.A.
4. AMOUNT IF ANY WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES
During the Financial Year under review your Company has not transferred any fund to the General Reserve.
5. CAPITAL AND DEBT STRUCTURE
During the Financial Year under review there were no changes in the Capital and Debt Structure of your Company.
6. CHANGE IN THE NATURE OF BUSINESS. IF ANY
There was no change in the nature of business of the Company during the financial year ended 31st March, 2024.
7. PUBLIC DEPOSITS
The Company has not accepted or invited any Deposits falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
8. DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.
9. DIRECTORS, KEY MANAGERIAL PERSONNEL fKMPi and SENIOR MANAGEMENT PERSONNEL fSMPI Retire hv Rotation
Smt. Saritha Devi (Din: 01261180) & Smt. Sapna Jain (Din: 00436890), Directors of the Company, retires by rotation at the ensuing Annual General Meeting of the company and, being eligible offers, themselves for re-appointment. Based on the performance evaluation and recommendation of the NRC, Board recommended their appointment for consideration of the members at the forthcoming Annual General Meeting. Details of re-appointment as required under Listing Regulations, are provided in the AGM Notice.
Appointment of Directors:
During the F.Y 2023-24, based on the recommendation of the Nomination and Remuneration Committee and Board, Sri. Sripal Kumar Mohanlal, designated as Managing Director (Executive), and Sri. Mohanlal Bharath Kumar Jain, designated as Whole-Time Director (Executive); were appointed for a period of 5 (five) years, The same was approved by the Members of the Company at the Annual General Meeting held on 28th August, 2023.
In addition based on recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on 7th August, 2024, appointed the following:
i. Mr. Siddarth Bohara (DIN: 09265740) as an Additional Directors designated as an Independent Directors with effect from August 7, 2024
ii. Mr. Mahendra M Jain (DIN: 10627369) as an Additional Directors designated as an Independent Directors with effect from August 7, 2024
iii. Mr. Abhishik Singhvee (DIN: 07980288) as an Additional Directors designated as an Independent Directors with effect from August 7, 2024.
Their appointment, as Director is subject to the approval of the members at the ensuing AGM of the Company. Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard - 2 on General Meetings, a brief profile of the Directors proposed to be appointed / re-appointed is made available, as an Annexure to the Notice of the Annual General Meeting.
Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has obtained a Certificate from M/s. V&V Co. LLP, Practicing Company Secretaries and the Secretarial Auditor of the Company, certifying that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company by the Securities and Exchange Board of India or by the Ministry of Corporate Affairs or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2023-24.
Key Managerial Personnel
During the under review, there was no change in the Key Managerial Personnel of the Company. In terms of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are as follows:
| Whole Time Key Managerial Personnel of the Company | Designation |
| Mr. Sripal Kumar Mohanlal | Managing Director (MD) |
| Mr. Mohanlal Bharath Kumar Jain | Whole Time Director (WTD) |
| Mr. Subhashchand Mohanlal | Chief Financial Officer (CFO) |
| Mr. Milan Maroti | Company Secretary (C.S) |
Senior Managerial Personnel
During the under review, there was no change in the Senior Managerial Personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
In accordance with the provisions of Section 149(7) of the Act and the provisions of the Listing Regulations, the Company has received requisite declaration from each of the Independent Directors, stating that they meet the criteria of independence as per Section 149(6) of the Act and the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after due assessment of the veracity of the same.
In the opinion of the Board of Directors, the Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the rules made thereunder as well as Listing Regulations and are independent from Management, hold the highest degree of integrity and possess expertise in their respective fields with enormous experience.
All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 read with notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all Independent Directors have completed the registration with the Independent Directors Databank. Requisite disclosures have been received from the directors in this regard.
(a) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Directors are issued Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Companys operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Companys website under the weblink; https: //oswalminerals.com/compliances/
10. BOARD AND COMMITTEES
The Board of Directors is at the core of our corporate governance practice and oversees and ensures that the Management serves and protects the long-term interest of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance. The Board places great importance on ensuring these key themes continue to be appropriate for the businesses and markets in which we operate around the world, while being aligned with our culture.
The Board is supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Accordingly, the Committees focus on specific areas and take informed decisions within the framework designed by the Board and make specific recommendations to the Board on matters in their areas or purview. Each of the Committees has terms of reference under which authority is delegated by the Board.
Board Meetings
The Board of Directors of the Company met 8 (Eight) times during FY 2023-24 on 11.04.2023, 30.05.2023, 14.07.2022, 01.08.2023, 24.08.2023, 14.09.2023, 08.11.2023and 14.02.2024.
The details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.
Audit Committee
The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.
Nomination and Remuneration Committee
The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.
Stakeholders Relationship Committee
The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.
Corporate Social Responsibility Committee
The composition and terms of reference of the Corporate Social Responsibility has been furnished in the Corporate Governance Report forming a part of this Annual Report.
Board Evaluation
One of the vital functions of the Board is monitoring and reviewing the Board Evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors, in accordance with provisions of the Act and the Corporate Governance requirements as prescribed in accordance with the provisions of the Listing Regulations.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance of the Non-Independent Directors and Board as a whole was also reviewed by the Independent Directors.
The Independent Directors met on 14th February, 2024 and reviewed the performance of the Managing Director, the Board and its Chairman. The Independent Directors appreciated the exemplary leadership role of the Board Chairman in upholding the highest standards of corporate governance.
The Board of Directors, in its Meeting held on 14th February, 2024 undertook the annual evaluation of its own performance, Board committees and individual directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory.
Familiarisation Program for Board Members
Your Company has a structured programme for the new Board members so as to enable them to understand the nature of the industry in which the Company operates, its management and its operations. They are also familiarized with Companys organisational and governance structure, governance philosophy/principles, code of conduct & key policies, Boards way of working & procedures, formal information sharing protocol between the Board and the management, Directors roles and responsibilities and disclosure obligations. The details of the familiarisation programme and process followed are provided in the Corporate Governance Report forming part of this Annual Report.
Board Diversity and Inclusion
Your Company believes that an organisation is a collective representation of people coming with individual differences in thoughts, personality, unique capabilities and talent that they bring to work. It is an understanding that each individual is unique, and a recognition of our individual differences, so that each and every one feels important, respected, and engaged as we assimilate people with differences including but not limited to nationality, geography, ethnicity, gender or other ideologies. While we strongly appreciate diversity in all forms, achieving gender parity is a priority for the Company.
11. COMPANYS VARIOUS POLICY
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Companys website (https://oswalminerals.com ) under the heading "Policies". The policies are reviewed periodically by the Board and updated based on need and requirements.
12. NOMINATION AND REMUNERATION POLICY OF THE COMPANY
The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in our website, at link: https://oswalminerals.com/compliances/
13. VIGIL MECHANISM AND WHISTLE BLOWER
Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil mechanism" incorporating Whistle Blower Policy in terms of the Listing Obligations and Disclosure Requirements, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct by way of direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The policy on "Vigil mechanism and Whistle Blower" may be accessed on the Companys website at link: https: / /oswalminerals.com /compliances /
14. INTERNAL FINANCIAL CONTROL SYSTEMS
The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting. It also actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
15. CORPORATE SOCIAL RESPONSIBILITY fCSR) INITIATIVES
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- G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy of the Company may be accessed on the website of the Company at https://oswalminerals.com/compliances/
16. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. 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
17. CORPORATE GOVERNANCE REPORT
The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed herewith as Annexure-H.
A certificate from the Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance regulation of the Listing Obligations and Disclosure Requirements, 2015 is annexed to the report on Corporate Governance.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT fMDARI
The Management Discussion and Analysis Report, as required under Regulation 34(2)(e) of the Listing Regulations, forms an integral part of this report and is annexed herewith as Annexure- A.
19. CEO/CFO CERTIFICATION
The CEO/ CFO certificate on the financial statements of the Company as required under Regulation 17(8) read with Schedule II Part B of the Listing Regulations, part of this report and is annexed herewith as Annexure- D.
20. PERSONNEL & RELATED INFORMATION
None of the employees have received remuneration in excess of the sum prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 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 and a statement containing, inter alia, the names of top ten employees in terms of remuneration drawn pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure- F.
Since the Company has no subsidiary or holding company, no particular is required to be given pursuant to the provisions of Section 197 (14) of the Companies Act, 2013.
21. HUMAN RESOURCES
Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.
22. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
Your Company is conscious of the importance of environmentally clean and safe operations. Your Company endeavors that the conduct of all operations are in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible. Aligned with the Group values, compassion for environment under Corporate Citizenship is deeply embedded in your Companys vision. Your Company is certified under ISO 9001: 2015 standards.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013
The Company has not given any loan, guarantee or made any investment during the financial year 2023-24.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis. During FY24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. The particulars of Contracts or Arrangements made with related parties as specified in Annexure- B (form AOC-2).
In compliance with the provisions of the Act and the SEBI Regulation 2015, each RPT is placed before the Audit Committee for prior approval. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and repetitive in nature. The transactions, pursuant to the omnibus approval so granted, is audited and a detailed quarterly statement of all RPTs is placed before the Audit Committee for its review. The policy on RPTs, is available on the Companys website at https://oswalminerals.com
25. MATERIAL ORDERS OF IUDICIAL BODIES/ REGULATORS
There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
26. DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 134(3)(c) of the Companies Act, 2013, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed :-
i. that in the preparation of the annual accounts for the year ended 31.03.2024, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;
ii. that such accounting policies have been selected and applied consistently and judgments and estimates made 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. that proper and sufficient care has been taken 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. that the annual accounts have been prepared on a going concern basis;
v. that internal financial controls were followed by the Company and they are adequate and are operating effectively; and
vi. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
27. AUDITORS
(a) Statutory Auditors
Your Companys Auditors, M/s. Jain Chowdhary & Co, Chartered Accountants, Ahmedabad, (Firm Registration No. 113267W), were appointed as the Statutory Auditors from the conclusion of 24th Annual General Meeting held on 30th September 2020, till the conclusion of 29th Annual General Meeting. The Company has received a certificate from the Auditor under section 141 of the Companies Act 2013 to the effect that M/s. Jain Chowdhary & Co, Chartered Accountants are eligible to act as Statutory Auditors of the Company. Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 28th AGM.
The Auditors Report to the shareholders for the year under review does not contain any qualifications or adverse remarks. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.
fb) Secretarial Auditor
M/s. V&V Co. LLP, Company Secretaries (Firm Registration number: L2017KR003100) was appointed as Secretarial Auditor & their report on Secretarial Audit in Form No. MR 3 under Section 204 of the Companies Act, 2013 for the Financial Year 2023-24 is attached as Annexure- C and shall form the part of the Board Report.
28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There were no Material changes and commitments affecting the financial position of the Company between the end of the financial year (31.03.2024) and date of the Report. (07.08.2024)
29. EXPLANATION IN RESPECT TO AUDITORS QUALIFICATIONS
The Secretarial Audit Report contains the following observations:
Observation:
1. During the Financial Year the Company has completed Professional Tax registration formalities for its corporate office and few Branch offices. The Company is in process for registering Professional Tax for its other Branch offices as per the respective state laws. Boards Reply:
1. The Company has completed the PT registration formalities for its Corporate Office at Bangalore, and its branches at Kolkata, Haldia, Kolhapur, Bhiwandi, and Vizag. PT registration formalities for other state branch offices are on process.
30. EXTRACT OF ANNUAL RETURN
In accordance with Section 92 (3) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https: / /oswalminerals.com / compliances /.
31. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed as Annexure- E to this Report.
32. INVESTOR EDUCATION AND PROTECTION FUND fIEPF)
There was no requirement to transfer any amount of unclaimed/unpaid dividend and the corresponding shares, redemption amount of preference shares, amount of matured deposits, amount of matured debentures application money received for allotment of any securities and due for refund along with interest accrued or share proceeds of fractional shares arising out of issuance of Bonus Shares, merger and amalgamation to Investor Education and Protection fund during the reporting period.
33. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Act, during FY 2023-24, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1 and SS-2") relating to Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
34. FRAUDS REPORTED BY THE AUDITOR ,
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.
35. RISK MANAGEMENT
Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Board reviews the Companys risk management practices and policies periodically. This includes comprehensive review of various risks attached to the Companys business for achieving key objectives and actions taken to mitigate them.
36. GENERAL DISCLOSURE
Your Directors state that during the F.Y 2023-24 unsecured loans provided to the Company was made from their own funds. Declarations pertaining to the same was provided to the Company as per Declaration pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has complied with the provisioning of the Gratuity as per the applicable standards and laws. Also, the Company has set up a new branch office at Odisha during the F.Y 2023-24.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year:
• Details relating to deposits covered under Chapter V of the Act.
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• There has been no change in the nature of business of the Company.
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• There was no instance of onetime settlement with any Bank or Financial Institution.
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
• There were no instances where the Company failed to implement any corporate action within the specified time limit.
37. ACKNOWLEDGEMENT
We would also like to express our earnest regard to all employees for their ardent enthusiasm and interminable efforts directed towards lodging significant and effective contributions to the continued growth of the Company. the directors take this opportunity to place on record, their sincere appreciation for the central and state government authorities, bankers, stock exchange, financial institutions, depositories, analysts, advisors, customers, vendors, business partners, shareholders for their sustained support, admirable assistance and endless encouragement extended to the Company at all levels. Our heartiest gratitude is further undertaken to be rendered to all our stakeholders for their unflinching faith in the Company. We look forward for bestowal of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders and inscribe on the footprints of nation building for one of the fastest growing economies of the world.
| By Order of the Board of Directors | ||
| For Oswal Minerals Limited | ||
| Sd/- | Sd/- | |
| Date: 07.08.2024 | Sripal Kumar Mohanlal | Subhashchand Mohanlal |
| Place: Bengaluru | Managing Director | Director & CFO |
| DIN: 01000236 | DIN: 01088346 |
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