Ovobel Foods Director Discussions


To,

The Members of

Ovobel Foods Limited,

Bangalore

Your Directors are pleased to present the 31st (Thirty First) Annual Report of Ovobel Foods Limited together with the Audited Statement of Accounts for the year ended 31st March 2023.

1. PERIOD OF THE REPORT

This report pertains to the period from 01st April 2022 to 31st March 2023.

2. EXTRACT OF ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3):

The Annual Return of the Company as on March31, 2023 is available on the Companys website and can be accessed at https://www.ovobelfoods.com/general-information/annual-returns/

3. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rupees in lakhs)

Particulars Year Ended 31.03.2023 Year Ended 31.03.2022
Revenue from Operations 22,134.15 12508.68
Other Income 342.37 194.29
Profit/Loss before depreciation, finance costs, exceptional items and Tax Expenses 5,464.68 165.97
Less: Depreciation/ Amortisation/ Impairment 76.67 90.24
Profit/Loss before finance costs, exceptional items and 5,388.01 75.729
Tax Expenses
Less: Finance costs 128.43 63.28
Profit/Loss before exceptionalitems and Tax Expenses 5,259.58 12.44
Less: Exceptional items - -
Profit/Loss before Tax Expenses 5,259.58 12.44
Less: Tax Expenses 1,377.31 10.74
Profit and Loss for the year 3,882.27 1.70
Total Comprehensive Income/Loss 8.48 13.65
Total 3,890.75 15.35
Balance of Profit/loss for earlier years 558.79 543.22
Less: Transfer to Debenture Redemption Reserve -- --
Less: Transfer to Reserves 3890.92 15.57
Less: Dividend on Equity Shares -- --
Less: Dividend Distribution Tax -- --
Balance Carried Forward 4,449.71 558.79

The following gives a summary of the Financial Results of the Company:

(Rupees in lakhs)
Particulars YearEnded31.03.2023 YearEnded31.03.2022
Total Revenue 22,476.52 12,702.97
Total Expenses 17,216.94 12,690.53
Earnings before interest, tax, finance cost, depreciation and amortization (EBITDA) 5,464.68 165.97
Depreciation and Finance Cost 205.10 153.520
Net Profit/Loss Before Tax 5,259.58 12.44
Tax Expenses 1,377.31 10.74
Net Profit/Loss After Tax 3,882.27 1.70
Earnings per Share Basic & Diluted 40.86 0.018

4. NATURE OF BUSINESS:

The company operates in the domain of egg powder and frozen egg manufacture and exports. There has been no change in the nature of business of the Company during the year under review. At its Extraordinary General meeting held on 02 May 2023, the shareholders passed a resolution to allow the Company to diversify its operations which can be successfully carried out along with the current business.

5. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR:

There is no material changes in the operations of the Company from the end of the financial year till the date of this report.

6. CAPITAL REDUCTION AND PROMOTER SHAREHOLDING

As on the date of the report, the total promoter shareholding in the Company is 72,71,500 equity shares equivalent to 76.53%.Due to reduction of share capital approved by the NCLT, the promoter shareholding has increased beyond the threshold limit of 75%, thus the Company is required to ensure that the Promoters of the Company dilute their shareholding, sell 1,45,900 (One Lakh Forty Five Thousand Nine Hundred) equity shares equivalent to 1.54% of the paid up capital so that the entire public shareholding in the Company is minimum 25% of the paid up capital of the Company within a maximum period of 12 months from the date of such fall as per the provisions of Rule 19 A of the Securities Contracts (Regulation) Rules, 1957 as amended from time to time.

7. SHARE CAPITAL AND ITS CHANGES:

During the financial year ended March 31, 2023:

i. the Company has not altered the authorized share capital of the Company. ii. the Company has not issued and allotted shares. iii. has not reclassified or sub-divided the authorized share capital. iv. has not reduced the share capital*. v. has not buy backed any shares. vi. has not issued any equity shares with differential voting rights, sweat equity shares, convertible securities debenture, bonds, warrants.

*In the financial year 2018-19, as per BIFRproceedings, Karnataka State Industrial and Infrastructure Development Corporation Limited (KSIIDC) & Ministry of Food Processing Industry (MFPI) have accepted the scheme of one-time settlement and have issued no due certificate and released 10,00,000 equity shares to the Company. During the financial year 2019-20, the Company had submitted draft scheme of reduction of share capital from INR10,50,08,000 to INR9,50,08,000 to the SEBI for the approval. The Company obtained an order from Honble National Company Law Tribunal, Bangalore dated 8 March 2022 approving the said Scheme of Capital Reduction. The Company had as on 31st March 2022 given effect to the reduction of share capital in its accounts and was awaiting an order from Bombay Stock Exchange for extinguishment of 10,00,000 equity shares subsequent to which the same will get effect on shareholding pattern.

As on 31 March 2023, the Company, subsequent to receipt of approval of the Bombay Stock Exchange for extinguishment of share certificates, has given effect to the reduction of share capital in its shareholding pattern as well.

8. TRANSFER TO RESERVES AND SURPLUS ACCOUNT:

In view of the requirement of funds for business operations of the Company, no amount has been proposed to be transferred to Reserves. Further, the whole amount has been proposed to be retained in the Profit and Loss Account.

9. DIVIDEND:

During the year ended 31st March 2023, the company has not proposed for any dividend payable to the shareholders. The Board regrets its inability to recommend any dividend in view of the need to preserve cash flows for investing in the activities of the Company.

10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company during the period under review.

11. DEPOSITS:

During the financial year under review, the Company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount of deposit remained unpaid or unclaimed at the end of theyear i.e. as on 31st March, 2023. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has adopted a framework and policy for approving related party arrangements /transactions. Review of Related Party arrangements /transactions is carried by the Audit Committee at its meetings. Company has framed Related Party Transactions Policy providing the framework for approval of related party transactions by the Audit Committee and Board.

The details of the Related Party Transactions during the period under review are provided in Annexure I (AOC-2) which forms part of the Board Report.

The policy on the Related Parties Transactions has been disclosed on the website of the Company. Below is the link of the website: http://www.ovobelfoods.com/general-information/policies/related-party-transaction/

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required underSecurities and Exchange Board of India (Listing Obligations and Disclosure Regulations) Regulations, 2015 forms part of this Annual Report and is annexed to this Report as Annexure II. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

14. CORPORATE GOVERNANCE:

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2023 as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed to this Report as Annexure III. The requisite certificate from ASA & Associates LLP, Statutory Auditors confirming Compliance with the provisions of Corporate Governance is attached to this Report as

Annexure IV.

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy and the details of the CSR activities are given as Annexure V forming part of this Report. The policy on the Corporate Social Responsibility has been disclosed on the website of the Company.

16. CHANGESINCOMPOSITIONOFDIRECTORSANDKEYMANAGERIALPERSONNEL:

During the financial year 2022- 23, there was no change in the Board of Directors of the Company. The Changes in the Board of Directors / Keymanagerialpersonnel post the closure of financial year on 31 March 2023 and the details of Director proposed to retire at the ensuing Annual General Meeting of the Company is as follow:

SL No Name of theDirector DIN Designation Appointment /Resignatio n/Rotation w.e.f
1. Mr.ChannappaBhavihalGurusi ddappa 07278848 Director(Promoter,Non -Executive Director) Rotation Date of AGM
2 Mrs. Rakhi Bajoria 07161473 Additional Director (Independent, Woman) Appointment 04 April 2023
3 Mrs.Geetika Khandelwal 10061631 Additional Director (Independent, Woman) Appointment 04 April 2023
4 Ms. Priyanka Rajora 08985737 Director (Independent) Cessation due to06 April 2023 resignation
5 Ms,Pooja Jain 08985766 Director (Independent) Cessation due to30 May 2023 resignation

Mrs. Rakhi Bajoria (DIN: 07161473) and Mrs.Geetika Khandelwal (DIN: 10061631), were appointed as Additional Directors, Independent (Woman), of the Company by the Board of Directors with effect from 4th April 2023 based on the recommendation of Nomination and Remuneration Committee, in terms of Section 161(1) of the Companies Act, 2013 and who holds office upto the date of this Annual General Meeting and qualifies for being appointed as Independent Director as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations. The Company has received notices in writing from Member of the Company under Section 160 of the Companies Act, 2013 proposing their candidature for the office of Director.

17. DIRECTORSRESPONSIBILITYSTATEMENT:

In Compliance with Section134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period. c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d. The Directors had prepared the annual accounts on a going concern basis. e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has invested in 10,000 Equity Instruments at a face value of Rs. 10/-each fully paid in SMIFS Capital Markets Limited (Quoted) on 28th March 1995. (Market value of the equity shares as on31st March 2022 was Rs 4.095 Lakhs and as on 31st March 2023 was Rs.3.879 lakhs.

During the year the Company acquired 90,00,000 Non convertible debentures (secured, unlisted, redeemable) of Rs.10/-each @4% interest rate in Greenergy Bio Refineries Private Limited (CIN: U11100KA2020PTC134566) for a tenure of 3 years. Mr.Syed Fahad is interested in this transaction as he is promoter, director and shareholder of Greenergy Bio Refineries Private Limited.

19. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company had laid down guidelines, policies, procedures and structure to enable implementation of appropriate internal financial controls across the Company. These control processes enable and ensure the orderly and efficient conduct of Companys business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built into ensure that such control systems are adequate and operating effectively. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & Managing Director.

20. COMMITTEES OF THE BOARD:

Audit Committee

Stakeholder Relationship Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee Committee of Independent Directors

The Board of Directors has constituted four Committees i.e. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee as per requirement of Corporate Governance under SEBI (LODR) Regulation 2015.

During the financial year 2020-21, a Committee of Independent Directors was formed on 18 January 2021 under Regulation 26(6) of SEBI (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 as Company was undergoing the open offer procedure under the said regulations, this Committee has been dissolved on 04 April 2023 as the process was over and the Committee was no longer required.

The majority of the members of these Committees are Independent and non-executives directors. All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

During the financial year 2022-2023, 6 (Six) Audit Committee Meetings, 2 (Two) Nomination and Remuneration Committee Meeting, 3 (Three) Stakeholders Relationship Committee Meetings and 2 (Two) Corporate Social Responsibility Meetings were held at the Company as per requirement of Corporate Governance and any other applicable Regulations of the SEBI (LODR)Regulation 2015.

21. CEO & CFO CERTIFICATION:

CEO & CFO Certification Pursuant to SEBI (LODR) Regulation, 2015, forms part of this Annual Report and annexed to this Report as Annexure VI.

22. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

23. EMPLOYEE STOCK OPTION PLAN:

The Company has not adopted any Employee Stock Option Plan during the period under review.

24. DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors have given declarations stating that they meet the criteria of independence as laid down under section149(7) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder and as per the requirement of SEBI (LODR) Regulation 2015.

25. BOARD EVALUATION: a. As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Boards own performance, its committee & Individual directors.

b. The Independent Directors meeting to review the performance of the non-Independent Directors and Board as whole was held on 14.02.2023.

26. BOARD MEETINGS /COMMITTEE MEETINGS:

During the financial year 2022-23, 6 (Six) Board Meetings and 13 (Thirteen) Committee Meetings were held. The details of all Board meeting and Various Committees Meeting are given in the Corporate Governance Report. The intervening gap between the Meetings was within the time prescribed under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL: a. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in each situation and the reporting structure.

b. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

c. The Code of conduct has been posted on the Company website http://www.ovobelfoods.com/general- information/policies/code-conduct/

28. STATUTORY AUDITORS:

ASA & Associates, LLP were appointed as the Statutory Auditors of the Company by the shareholders of the Company at their 29TH Annual General Meeting held on 24 September 2021 for a period of 5 years.

As per the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder, the Audited financial statements along with Statutory Audit report for the FY 2022-23 is hereby annexed as Annexure VIII.

29. SECRETARIAL AUDITOR AND REPORT:

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had appointed Chetan Mandlia & Associates, Company Secretaries, Mumbai as Secretarial Auditor if the Company for the financial year 2022-23.

Section 204 of the Companies Act, 2013 read with rules made thereunder inter-alia requires every listed company to annex with its Board report, a Secretarial Audit Report given by a Company Secretary in Practice in the Form MR-3. As per the above-mentioned provisions Secretarial Audit report, as given by Chetan Mandlia & Associates, Company Secretaries is hereby annexed as Annexure VII.

30. COST AUDITORS:

The requirement of appointment of cost auditors is not applicable to the Company.

31. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION/ ADVERSE RE MARK/ DISCLAIMER MADE BY THE AUDITORS:

The Statutory Auditors Report does not contain any qualifications.

SecretarialAuditorsobservations/comments/qualifications:

The Company issuspended from trading of securities at Calcutta Stock Exchange Limited. Management Reply: The Directors of the Company will take necessary steps for delisting of securities at Calcutta StockExchange Limited. The Directors of the Company had visited to the Stock Exchange and discussed the matter relating todelistingof shares.

There was a delay of 1 day in publishing June 2022 quarter results in newspapers. The same was declared on 14 August 2022, the same was published in newspaper on 17 August 2022 instead of 16 August 2022. Management Reply: Due to holiday on 15th August the Company missed to communicate with the newspaper agency for publication of results on 16 August 22. Thus there was a delay of one day.

There was delay in furnishing details of inter-se transfer of shares by the promoters, by the Company to the Stock Exchange. The transfer to immediate relative was made on 27 March 2023, promoter informed the Company on 29 March 2023. The Company filed the requisite disclosure under Regulation 7(2) of SEBI (PIT) regulations with Stock Exchange on 17 April 2023. Management Reply: Since the transfer was inter se among the promoters in an off market transaction and there was no trading of shares, the Company was initially of the view that the same is not require to be filed with Stock Exchange under this Regulation.

There was a delay in filing MGT 7, Annual Report for FY ended 31 March 2022, the same was not filed as on the date of the Report. Management Reply: During the year ended 31 March 2022, there was reduction of paid up capital of the Company, the same was supposed to be reflected in the form. However due to technical error theCompany was not able to fill the same in the form. The Company is finding alternate ways to file the same and will do that in some days.

The shareholding of the promoters of the Company as on 31 March 2023 is beyond the threshold limit as specified in Reg 38 of SEBI (LODR) 2015 and Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957. The Company is required to bring down promoter holding to maintain minimum public shareholding of 25%.

Management Reply: In the financial year 2018-19, as per BIFR proceedings, Karnataka State Industrial and Infrastructure Development Corporation Limited (KSIIDC) & Ministry of Food Processing Industry (MFPI) have accepted the scheme of one-time settlement and have issued no due certificate and released 10,00,000 equity shares to the Company. During the financial year 2019-20, the Company had submitted draft scheme of reduction of share capital from INR. 10,50,08,000 to 9,50,08,000 to the SEBI for the approval. The Company obtained an order from Honble National Company Law Tribunal, Bangalore dated 8 March 2022 approving the said Scheme of Capital Reduction.

The Auditors took the strict view that as the Order of NCLT was received before 31 March 2022, the Order was made effective in the Accounts of the Company to give a true and fair view without waiting for other procedures for extinguishment of shares. Thus the Company had as on 31st March 2022 given effect to the reduction of share capital in its accounts and was awaiting an order from Bombay Stock Exchange for extinguishment of 10,00,000 equity shares subsequent to which the same will get effect on shareholding pattern.

As on 31 March 2023, the Company, subsequent to receipt of approval of the Bombay Stock Exchange for extinguishment of share certificates, has given effect to the reduction of share capital in its shareholding pattern as well. The promoters will during the FY 2023-24, take measures to maintain minimum public shareholding of 25%.

32. NOMINATION AND REMUNERATION POLICY

The Board of Directors have adopted and approved a Nomination and Remuneration policy which includes the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV of the Companies Act, 2013. The said policy has been made available on the website of the Company www.ovobelfoods.com under the weblink “https://www.ovobelfoods.com/general-information/policies/. The same is attached as “Annexure IX” and forms integral part of this Report.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013 and rules made there under, your Company has a Corporate Social Responsibility Committee. The terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report.

The Corporate Social Responsibility Policy (CSR Policy) formulated under recommendation of Corporate Social Responsibility Committee is available under the web link http://www.ovobelfoods.com/general-information/policies/csr-policy/.

Further, as per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities. Your Company has spent the stipulated amount required to be spent during the year under review.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has laid down a Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers to report genuine concerns or grievances. The Whistle Blower Policy has been hosted on the website of the Company at http://www.ovobelfoods.com/general-information/policies/whistle-blower-policy/.

35. RISK MANAGEMENT:

The elements of risk threatening the Companys existence are very minimal, however the Company has identified and prepared a policy and the same is followed by the Company and a copy of the same is hosted on the website of the Company at https://www.ovobelfoods.com/general-information/policies/

36. DISCLOSURE UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT,2013:

Except as disclosed elsewhere in this report, if there have been any material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report, the same shall be reported here: Nil.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO IN TERMS OF SECTION 134(3)(M) OF THE COMPANIES ACT,2013 AND RULE 8 OF COMPANIES (ACCOUNTS) RULES,2014: a. Conservation of Energy: With the increase in demand for the non-renewable energy resources such as water and electricity, the Company has been using Wood Fired Boilers in the factory which run on a fuel known as Briquettes (Agrowaste) instead of electricity. The Briquettes fuel is made of saw dust, groundnut shell, coffee husk andtamarind shell. The consumption of the briquettes per hour is 375kgs/hr. The Capacity of the boiler is 20,00,000 kcals/hr. and the Company has invested Rs.45,00,000/-(inclusive of system oil) towards it. Purchase of spare thermic fluid heater Radiation & Convection coil of Rs.16,25,000/-

b. Technology Absorption: The Company continues to keep abreast the developments and seeks to implement the latest technology in the factory for the forthcoming years. However, there was no technology imported by the Company during the last three years.

c. Foreign Exchange Outflow /Inflow:

Particulars 31.03.2023 31.03.2022
(Rupees in lakhs) (Rupees in lakhs)
Earnings in Foreign Currency 19,859 11,855.54
Expenditure in Foreign Currency 94.2 289.94

38. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant or material orders have been passed by any regulators or Courts or Tribunals impacting the going concern of the Company and its future operations.

40. POLICIES ON APPOINTMENT OF DIRECTORS, REMUNERATION AND OTHER

MATTERS:

Disclosures under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: Your Board report that: The ratio (Approx.) of the remuneration of each director to the median remuneration of the employees of the company for the financial year 0/9:01 The percentage increase in remuneration during the financial year of each: Executive Director (including Chief Executive Officer); and Chief Financial Officer and Company Secretary (or Manager, if any,)

There was increase or decrease in the remuneration of any Executive Director, Chief Financial Officer or Company Secretary of the Company. Following are the details of the same:

Name Designation Remuneration(InLakhs) Percentage increase in the remuneration
FY2022- FY2021-
23 22
Mysore Satish Sharad Managing Director 60.00 47.99 0
Sunil Varghese P Chief Financial Officer 15.75 13.30 18
Prakriti Sarvouy* Company Secretary 1.84 1.84 0

The percentage increase in the median remuneration of employees in the financial year is 8% (Approx.). The number of permanent employees on the rolls of company: 108 (As on 31.03.2023). Average percentage increases 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: The average increase in salaries of employees other than managerial personnel in 2022-23 was 8% (approx.) The key parameters for any variable component of remuneration availed by the directors: There is no variable component of remuneration availed by the directors. Affirmation that the remuneration is as per the remuneration policy of the

Company: Company affirms that the remuneration is as per the Remuneration policy of the Company Names of the top ten employees in terms of remuneration drawn:

Name

Remuneration Received (Rs.)

Nature of employment whether contractul or otherwise Qualificati on& Experience

Date of Commencement of employm ent

A ge

Percentag of equity shares held by the Employee as a remuneration

Whether any employee is a relative of any director/ manager of the Company and if so, name of such directr/ Manager
Mysore Satish Sharad 60,00,000 Permanent BBA 13-06-2021 29 Nil Nil
Ashwa ni Kumar 27,63,766 Permanent B.Tech 03-10-2016 40 Nil Nil
Arora Mohan. T. 17,44,967 Permanent B.E 01-08-1997 55 Nil Nil
Gango or Sunil Varghes eP 15,74,847 Permanent B.Com 16-03-2015 47 Nil Nil
Muniya ppa U 10,73,988 Permanent Diploma 19-09-1996 52 Nil Nil
Prasann a Kumar V 10,26,105 Permanment B.Com 23-01-1996 52 Nil Nil
Vijay 10,21,956 Permanent ITI 23-01-1996 48 Nil Nil
Kumar KM Prakasa m R 10,01,198 Permanent MSC & BSC 19-07-2017 45 Nil Nil
Muniya ppa R 9,72,274 Permanent ITI 14-11-1996 52 Nil Nil
Nagesh M H 9,41,203 Permanent Diploma 16-06-2011 53 Nil Nil

The Name of every employee, who: o if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees: Nil. o if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate ,was not less than eight lakhs and fifty thousand rupees per month: Nil. o If employed through out the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: Nil.

41. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013:

The company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programs against sexual harassment are conducted across the organization. The Company has internal committee in compliance with sexual harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The following is the summary of sexual harassment complaints received and disposed of during the year under review: Number of complaints pending at the beginning of the year: Nil Number of complaints received during the year: Nil Number of complaints disposed during the year :Nil Number of cases pending at the end of the year :Nil

42. FRAUD REPORTING:

There have been no frauds reported by the Statutory Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

43. CHANGE OF REGISTRAR & SHARE TRANSFER AGENTS:

During the Financial Year 2022-23, there was no change in Registrar and Share transfer agents.

44. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Companies Act, 2013, the declared dividends, which are unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The Company is currently not required to transfer any unpaid or unclaimed amount to IEPF.

45. POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a Code for Prevention of Insider Trading with a view to regulate trading in equity shares of the Company by the Directors and designated employees of the Company. The said Code of Conduct is available on the website of the Company at “www.ovobelfoods.com. The Code requires preclearance for dealing in Companys shares and prohibits the purchase or sale of shares in your company by the Directors and designated employees, while they are in possession of unpublished price sensitive information and also during the period when the Trading Window remains closed.

46. OTHERS DISCLOSURES

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

47. ACKNOWLEDGEMENTSANDAPPRECIATIONS:

The Board appreciates the commitment and dedication of its employees across all the levels who have contributed to thegrowth and sustained success of the Company. We would like to thank all our clients, vendors, bankers and other businessassociatesfor theircontinued support andencouragement during theyear.

For and on behalf of the Board of Ovobel Foods Limited

Sd/ Sd/
Mysore Satish Sharad Syed Fahad
Managing Director Director
DIN: 08987445 DIN: 01865406
Place: Bangalore Place: Bangalore
Date: 06.06.2023 Date: 06.06.2023
Sd/ Sd/
Sunil Varghese P Prakriti Sarvouy
Chief Financial Officer Company Secretary & Compliance Officer
PAN: AFDPV2731D Membership No.: A21962
Place: Bangalore Place: Bangalore
Date: 06.06.2023 Date: 06.06.2023