shreeoswal seeds Directors report

Dear Shareholders,

SHREEOSWAL SEEDS AND CHEMICALS LIMITED

Neemuch (M.P.]

Your Directors are pleased to present the 5^th Annual Report on the business operation of SHREEOSWAL SEEDS AND CHEMICALS LIMITED along with Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^st March, 2022.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:-

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2022, have been prepared in accordance with the Accounting Standards (AS] as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

(Amount in Lacs except EPS)

Particulars	Standalone		Consolidated
	Year ended 31st March 2022	Year ended 31st March 2021	Year ended 31st March 2022	Year ended 31st March 2021
Total Income	10480.10	7369.71	24061.66	16134.17
T otal Expenditure	9907.69	6975.22	23304.35	15628.20
Profit/(Loss) before exceptional and extraordinary items & tax	572.41	394.49	757.30	505.97
Exceptional & Extraordinary Item	-	-	-	-
Profit/(Loss) before tax	572.41	394.49	757.30	505.97
Provision for Tax Current Tax	160.28	109.62	211.97	139.07
Current Tax expenses related to Prior Period	1.31	0.77	3.06	2.17
Deferred Tax	(1.03]	0.12	(1.29]	(0.34]
Profit/(Loss) after tax	411.85	283.97	543.56	365.07
Paid up Equity Share Capital	1524.50	1524.50	1524.50	1524.50
Earnings per share (Rs.10/- each]	2.70	1.86	3.57	2.39

Basic 2.70 1.86 357 2.39

Diluted

1.2 OPERATIONAL AND STATE OF COMPANYS AFFAIRS:-

On Standalone basis, during the financial year 2021-22, your Company has recorded revenue from operation of Rs. 10263.59 Lacs as against Rs. 7246.72 Lacs in the previous year, recording an increase of 41.63%. Further during the financial year, company earned net profit after tax of Rs. 411.85 Lacs as against previous year in which Company earned net profit amounting to Rs. 283.97 Lacs.

On a consolidated basis, your Company has recorded revenue from operation of Rs. 24051.69 Lacs as against Rs. 16121.62 Lacs in the previous year, recording an increase of 49.19%. Further on consolidated basis company earned net profit after tax of Rs. 543.56 Lacs as against previous financial year in which Company earned net profit amounting to Rs. 365.07 Lacs. The consolidated financials reflect the cumulative performances of Shreeoswal Seeds and Chemicals Limited along with its wholly owned subsidiary Company. Detailed description about the business carried out is contained in the Management Discussion and Analysis report.

During the Current Financial Year, Company has also started construction of its own warehouse on companys property; it will reduce cost and increase profitability of the Company. Furthermore Company will also start operation in vegetable seeds business which provide new high to our business and increase profitability of company.

2. ANNUAL RETURN

Pursuant to Section 134(3](a] and Section 92(3] of the Companies Act, 2013 ("the Act) as amended from time to time, the Annual Return of the Company for Financial Year 2021-22 is available on the Companys website at weblink at http://oswalseeds.com/files/Form MGT 7 Shreeoswal 2022.pdf

3. DIVIDEND:-

To conserve resources and plough back profits, your Directors have not recommended any dividend for the year under review.

4. AMOUNTS TRANSFERRED TO RESERVES:-

During the financial year, no amount has been transferred to any reserve.

5. DEPOSITS:-

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits] Rules, 2014.

THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT

Not applicable since company has not accepted any deposits the question does not arise regarding non compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31] of Companies Act, 2013 Read with Rule 2(1)(viii) of Companies (Acceptance of Deposits] Rules, 2014, (including any statutory modification or re

enactment thereof for the time being in force], the details of unsecured loan received from directors are given below:

(Amount in Lacs)

S. No.	Name of Directors	Opening Balance	Amount Received	Amount Repaid	Outstanding amount on 31.03.2022
01	Mr. Sanjay Kumar Baigani (Chairman and Managing Director)	Nil	8.00	8.00	Nil

6. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

The Composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the Companies Act, 2013 with an appropriate combination of Executive, Non-Executive and Independent Directors.

Further note that Board of Directors in their meeting held on 04^th February, 2022, approved the appointment of Mr. Sanjay Kumar Baigani (DIN: 07921083) Managing Director of the Company as Chairman of the Board and Company w.e.f. 04^th February, 2022.

a) Constitution of the Board

As on date of Report, Board of directors are comprising of total 8 (Eight) Directors namely:

1. Mr. Sanjay Kumar Baigani, Promoter/ Chairman and Managing Director

2. Mr. Anil Kumar Nahata, Promoter/ CEO and Whole Time Director

3. Mrs. Kiran Devi Begani, Promoter/ Non Executive Non Independent Director

4. Mrs. Padma Nahta, Promoter/ Non Executive Non Independent Director

5. Mr. Gopal Lal Agarwal, Non Executive Independent Director

6. Mr. Umesh Kumar Sharma, Additional Director/ Non Executive Independent Director

7. Mr. Sanjay Chordiya, Additional Director/ Non Executive Independent Director

8. Mr. Yash Wardhan Jain, Additional Director/ Non Executive Independent Director

The Chairman of the Board is Promoter/ Executive Director. The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

b) Change in Directors

During the financial year 2021-22, Board of Directors in their meeting held on 04^th February, 2022, considered appointment of Mr. Umesh Kumar Sharma (DIN: 09461979) and Mr. Sanjay Chordiya (DIN: 09462040) as an Additional Director as well as Non Executive Independent Director of the Company for a period of 5 years w.e.f. 04^th February, 2022 and who will hold such office up to the date of the ensuing Annual General Meeting of the Company and shall not be liable to retire by rotation for which Company has received the requisite Notice from a Member in writing proposing their appointment as Director of the Company.

Further during the current financial year 2022-23, Board of Directors in their meeting held on 24^th August, 2022, considered appointment of Mr. Yash Wardhan Jain (DIN: 09661572] as an Additional Director as well as Non Executive Independent Director of the Company for a period of 5 years w.e.f. 24^th August, 2022 and who will hold such office up to the date of the ensuing Annual General Meeting of the Company and shall not be liable to retire by rotation for which Company has received the requisite Notice from a Member in writing proposing his appointment as Director of the Company. Further Board of Directors in same meeting accepted resignation of Mr. Sunil Kumar Agarwal (DIN: 08046616] from the post of Non-Executive Independent Director of the Company w.e.f. 24^th August, 2022.

c) Directors liable to retire by rotation seeking re-appointment

Mrs. Kiran Devi Begani (DIN: 07921018] and Mrs. Padma Nahta (DIN: 07921042], Non Executive Non Independent Director of the Company, retires at the ensuing 5^th Annual General Meeting of the Company and being eligible offers themselves for re-appointment. Your Directors have recommended their appointment for approval of the members in the ensuing Annual General Meeting of your Company.

d) Board Independence

Our definition of Independent Director is derived from Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements] Regulations, 2015 and Section 149(6] of the Companies Act, 2013. As on 31^st March, 2022, Company is having following 4 (Four] Non Executive Independent Directors:

1. Mr. Gopal Lal Agarwal, Non Executive Independent Director

2. Mr. Umesh Kumar Sharma, Additional Director/ Non Executive Independent Director

3. Mr. Sanjay Chordiya, Additional Director/ Non Executive Independent Director

4. Mr. Sunil Kumar Agarwal, Non Executive Independent Director

e) Independent Directors seeking re-appointment at the ensuing Annual General Meeting

The term of office of Mr. Gopal Lal Agarwal (DIN: 08042715] as Independent Director, will be over on January 07, 2023. The Board of Directors, on recommendations of the Nomination and Remuneration Committee have proposed re-appointment of Mr. Gopal Lal Agarwal (DIN: 08042715] as Independent Director of the Company for a second term of 5 (five] consecutive years on the expiry of his current term of office, for the consideration by the Members of the Company at the ensuing Annual General Meeting.

f) Key Managerial Personnel

As on the date of Board Report, Mr. Sanjay Kumar Baigani (DIN: 07921083], Chairman & Managing Director; Mr. Anil Kumar Nahata (DIN: 07921005], CEO and Whole-time Director; Mr. Ashok Dhakar, Chief Financial Officer and Mr. Dilip Patidar, Company Secretary and Compliance Officer; have been categorized as the Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

g) Changes in the Key Managerial Personnel

Members in their 4^th Annual General Meeting held on 22^nd September, 2021 confirmed the re-appointment of Mr. Sanjay Kumar Baigani (DIN: 07921083] as Managing Director of the further period of three years w.e.f. 01^st December, 2020 to 30^th November, 2023 and Mr.

Anil Kumar Nahata (DIN: 07921005] as Whole Time Director of the further period of three years w.e.f. 15^th June, 2021 to 14^th June, 2024.

h) Disqualifications of Directors

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

7. COMPOSITION OF BOARD OF DIRECTORS, COMMITTEES & THEIR ATTENDANCE:- I. BOARD OF DIRECTORS

The Composition of the Board is in conformity with Section 149 of the Companies Act, 2013. The Board of your Company comprises of Eight Directors as on 31^st March, 2022. Independent Directors are Non-Executive Directors as defined under Regulation 16(1](b] of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 ("SEBI Listing Regulations"] read with Section 149(6] of the Companies Act, 2013. The maximum tenure of Independent Directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 read with Section 149(6] of the Companies Act, 2013.

Further, during the financial year 2021-22, Five Board Meetings were held i.e. on 31^st May, 2021, 30^th June, 2021, 10^th August, 2021, 11^th November, 2021 and 04^th February, 2022 respectively & the gap between two meetings did not exceed 120 days. Proper notices for meeting were given and the proceedings were properly recorded and Draft Minutes of Board Meeting were circulated to members of the Board for their comments.

Composition and Attendance of Directors at the meetings held during the year 2021-22 are mentioned in the table below:

Sr. No	Name of Director	Category	No. of Board Meetings during their tenure		Attendance at the previous AGM held on 22nd September 2021
			Held	Attended
1	Mr. Sanjay Kumar Baigani (DIN: 07921083]	Promoter/Chairman and Managing Director	5	5	Yes
2	Mr. Anil Kumar Nahata (DIN: 07921005]	Promoter/CEO and Whole time Director	5	5	Yes
3	Mrs. Kiran Devi Begani (DIN: 07921018]	Promoter/ Non Executive Non Independent Director	5	5	Yes
4	Mrs. Padma Nahta (DIN: 07921042]	Promoter/ Non Executive Non Independent Director	5	5	No
5	Mr. Gopal Lal Agarwal (DIN: 08042715]	Non Executive Independent Director	5	5	Yes
6	*Mr. Sunil Kumar Agarwal (DIN: 08046616]	Non Executive Independent Director	5	5	No
7	*Mr. Umesh Kumar Sharma (DIN: 09461979]	Additional Director as well as Non Executive Independent Director	0	0	NA
8	*Mr. Sanjay Chordiya	Additional Director as	0	0	NA
	(DIN: 09462040]	well as Non Executive Independent Director

Notes: Details of change in Directors are already reported in Point No. 5 of this Report.

II. AUDIT COMMITTEE:

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies Act 2013. The terms of reference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2013. The recommendation of the Audit Committee were duly approved and accepted by the Board during the year under review. During the year the committee met on three occasions on following dates viz., 30^th June, 2021, 10^th August, 2021 and 11^th November, 2021.

Composition and Attendance of Members at the Meetings of the Audit Committee held during 2021-22 is given below:

Sr. No	Name of Director	Category	Designation	No. of Meetings
				Held during their tenure	Attended
1	Mr. Gopal Lal Agarwal (DIN: 08042715]	Non Executive Independent Director	Chairman	3	3
2	Mr. Sunil Kumar Agarwal (DIN: 08046616]	Non Executive Independent Director	Member	3	3
3	Mrs. Padma Nahta (DIN: 07921042]	Promoter, NonExecutive NonIndependent Director	Member	3	3

During the year, Board of Directors in their meeting held on 04^th February, 2022 reconstituted committee consisting of Mr. Gopal Lal Agarwal (DIN: 08042715]

(Chairman), Mr. Umesh Kumar Sharma (DIN: 09461979] and Mr. Sanjay Chordiya (DIN: 09462040], Non Executive Independent Director of the Company as member of the Committees. As on 31^st March, 2022 all the members of the Committees are Independent Directors.

As required under the Companies Act, 2013, SEBI Listing regulations and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him on his behalf shall attend the General Meeting of the Company. Mr. Gopal Lal Agarwal (DIN: 08042715], Chairman of the Audit Committee, was virtually present at the 4^th AGM of the Company held through Video Conferencing ("VC"]/ Other Audio Visual Means ("OAVM"] facility on 22^nd September, 2021 to address the Shareholders queries pertaining to Annual Accounts of the Company.

III. NOMINATION & REMUNERATION COMMITTEE:

The Company has constituted Nomination & Remuneration Committee as per requirement of Section 178 of the Companies Act 2013. The terms of reference of Nomination & Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013. During the year the committee met on two occasions on following dates viz., 31^st May, 2021 and 04^th February, 2022.

Composition and Attendance of Members at the Meetings of the Nomination & Remuneration Committee held during 2021-22 is given below:

Sr. No	Name of Director	Category	Designation	No. of Meetings
				Held during their tenure	Attended
1	Mr. Gopal Lal Agarwal (DIN: 08042715]	Non Executive Independent Director	Chairman	2	2
2	Mr. Sunil Kumar Agarwal (DIN: 08046616]	Non Executive Independent Director	Member	2	2
3	Mrs. Padma Nahta (DIN: 07921042]	Promoter, NonExecutive NonIndependent Director	Member	2	2

During the year, Board of Directors in their meeting held on 04^th February, 2022 reconstituted committee consisting of Mr. Gopal Lal Agarwal (DIN: 08042715]

(Chairman), Mr. Umesh Kumar Sharma (DIN: 09461979] and Mr. Sanjay Chordiya (DIN: 09462040], Non Executive Independent Director of the Company as member of the Committees. As on 31^st March, 2022 all the members of the Committees are Independent Directors.

As per Section 178(7] of the Act, SEBI Listing Regulation and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. The Chairman of the Committee, Mr. Gopal Lal Agarwal (DIN: 08042715] was present at the 4^th AGM of the Company held on 22^nd September, 2021 to answer members queries.

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholders Relationship Committee to redress complaints of shareholders. During the year the committee met on 11^th November, 2021.

Composition and Attendance of Members at the Meetings of the Stakeholders Relationship Committee held during 2021-22 is given below:

Sr. No	Name of Director	Category	Designation	No. of Meetings
				Held during their tenure	Attended
1	Mrs. Padma Nahta (DIN: 07921042]	Promoter, NonExecutive NonIndependent Director	Chairperson	1	1
2	Mr. Gopal Lal Agarwal (DIN: 08042715]	Non Executive Independent Director	Member	1	1
3	Mr. Sunil Kumar Agarwal (DIN: 08046616]	Non Executive Independent Director	Member	1	1

During the year, Board of Directors in their meeting held on 04^th February, 2022 reconstituted committee consisting of Mr. Gopal Lai Agarwal (DIN: 08042715)

(Chairman), Mr. Umesh Kumar Sharma (DIN: 09461979) and Mr. Sanjay Chordiya (DIN: 09462040), Non Executive Independent Director of the Company as member of the Committees. As on 31^st March, 2022 all the members of the Committees are Independent Directors.

As per Section 178(7) of the Act, SEBI Listing Regulation and Secretarial Standards, the Chairman of the Committee or in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. The Chairperson of the Committee, Mrs. Padma Nahta (DIN: 07921042) was present at the 4^th Annual General Meeting of the Company held on 22^nd September, 2021.

8. POSTAL BALLOT:-

During the Financial year members of the company passed a special resolution through postal ballot on 15^th day of March, 2022 by way of remote e-voting in accordance with the provisions of the Companies Act 2013 and rules made there under for the purpose of migration of listing/ trading of Equity Shares of the Company from SME Platform (EMERGE) of National Stock Exchange of India Limited (NSE) to Main Board of NSE. The Board of Directors of the Company, as its meeting held on Friday 4^th February, 2022 has appointed Mr. L.N. Joshi, Practicing Company Secretary, Indore, Proprietor of M/s. L. N. Joshi and Company, as Scrutinizer for conducting the postal ballot process through Remote E-voting in a fair and transparent manner.

9. DECLARATION BY INDEPENDENT DIRECTOR:-

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations) as amended from time to time.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

10. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to Section 134(5) of the Companies Act, 2013, 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 in adoption of these standards;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

11. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES:-

Pursuant to the provisions of the Act and the SEBI Listing Regulations, The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

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, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee 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 chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, Board of Directors in their meeting held on 04^th February, 2022, based on the recommendation of the Nomination and Remuneration Committee appointed Mr. Umesh Kumar Sharma (DIN: 09461979) and Mr. Sanjay Chordiya (DIN: 09462040) as an Additional as well as Non- Executive Independent Director of the Company for a term of five year w.e.f. 04^th February, 2022 subject to approval of the members in ensuing Annual General Meeting.

In the opinion of the Board, Mr. Umesh Kumar Sharma (DIN: 09461979) and Mr. Sanjay Chordiya (DIN: 09462040) possesses the requisite qualification and expertise for being appointed as an Additional Director under the category of Non Executive Independent Director of the Company.

Also the board opined that all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

12. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186:-

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 at the financial year ended 2022, Company had investment of Rs. 3.50 Crores consisting of 35,00,000 equity shares of Rs. 10/- each in Shreeoswal Psyllium Exports India Limited which is wholly owned subsidiary company and investment of Rs. 0.73 Lacs consisting of 10,900 equity shares of Vodafone Idea Limited, Further company had given loan and advances to its wholly owned subsidiary company and outstanding amount as on 31^st March, 2022 is Rs. 3846.36 Lacs. Details of Investments and loan are stated in notes No. 13 and 15 to Financial Statements respectively.

The above stated investment and loan are within the limits as specified under Section 186 of the Companies Act, 2013 and the company is not required to take any further approval of its members.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-

Your Company has formulated the Policy on Related Party Transactions in line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The policy regulates all transactions between the Company and its related parties which is also available on the Companys website at: https://www.oswalseeds.com/conducthtml.

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

During the year under review, all Related Party Transactions entered by the Company, were approved by the Audit Committee and were at arms length and in the Ordinary course of business. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and entered in the Ordinary Course of Business and on an Arms Length.

No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable to the Company.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:-

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3](m] of Section 134 of the Companies Act, 2013 read with Rule (8](3] of the Companies (Accounts] Rules, 2014 are given as under:

14.1 CONSERVATION OF ENERGY:

a. The steps taken or impact on conservation of energy:-

The Company has a well-organized, structured and centrally controlled Energy Management system for utility and Infrastructure. Regular focus and efforts are made to improve efficiency and accuracy by modernization of high end Technology. Some of the key initiatives for conserving energy are as under: -

(i] Replacement of Conventional Light with LED Lights at factory and Office resulting in saving of electricity.

(ii] Replacement of capacitor and installed latest technology equipments, machine and plants which consume less energy and minimum power. Services of machineries are done in regular interval which minimized the consumption of energy

b. The steps taken by the company for utilizing alternate sources of energy:-

The Company has used alternate source of energy, whenever and to the extent possible. DG set is used by the Company.

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

14.2 TECHNOLOGY ABSORPTION:

a. The effort made towards technology absorption-

Company have installed latest technology of machine made in bulher (UK]

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

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:- The Company has neither purchased within India nor imported any technology.

d. The expenditure incurred on Research & Development.- The Company has not incurred any expenditure on Research and Development during the year under review.

14.3 FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no Foreign Exchange earnings and outgoings that took place during the financial year as required by Companies (Accounts] Rules, 2014.

15. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:-

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and

completeness of the accounting records, and timely preparation of reliable financial disclosures.

Your company has an effective internal control and risk mitigation system. The companys internal control system is commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted to Ms. Avani Nahar, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee. Report of statutory auditors for internal financial control system is part of Audit Report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

The Company is not required to provide statement on Corporate Social Responsibility as per Section 134(3)(o) of the Companies Act, 2013 as the company do not fall under the criteria provided under Section 135(1) of Companies Act, 2013; therefore, no such committee was constituted.

Beginning with the financial year 2022-2023 the Company has under taken to spend on its CSR activities every year, 2% of its average Net Profits during every block of three years. Net Profit shall be calculated in the manner prescribed by the Act and the CSR Rules.

Pursuant to Section 135 (9) Where the amount to be spent by a company under subsection (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. Since the proposed amount of CSR Expenditure is less than Rupees Fifty Lakhs, the company is not required to constitute the CSR Committee and the functions of CSR Committee shall be performed by the Board of Directors.

The Companys CSR Policy lays out the vision, objective and implementation mechanism. The Companys CSR Policy is available on the Companys weblink at http://oswalseeds.com/files/CSR%20Policy.pdf.

17. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:-

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI (Listing Obligations and

Disclosure Requirements] Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at https://www.oswalseeds.com/conduct.html.

The Board of Directors affirms that the remuneration paid to senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-A and forms an integral part of the Board Report.

None of the employee of the company is drawing more than Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of the year, during the year under review. Therefore, Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable during the year under review.

Further the statement containing details of Top Ten Employees in terms of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available at registered office of the Company. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary.

Mr. Sanjay Baigani, Chairman & Managing Director and Mr. Anil Kumar Nahata, CEO & Whole Time Director have taken sitting fee of Rs. 1.50 Lacs each from wholly owned subsidiary company SHREEOSWAL PSYLLIUM EXPORTS INDIA LIMITED during the year under review.

Further, Mrs. Kiran Devi Begani and Mrs. Padma Nahta who are Non Executive Non Independent Director of the Company are drawing remuneration of Rs. 20.50 Lacs and Rs. 17.50 Lacs respectively from wholly owned subsidiary company i.e. SHREEOSWAL PSYLLIUM EXPORTS INDIA LIMITED in capacity of whole time Director in wholly owned subsidiary Company during the year under review.

18. SUBSIDIARY COMPANIES, JOINT VENTURES OR ASSOCIATE COMPANIES:-

The Company has one Wholly Owned Subsidiary Company i.e. Shreeoswal Psyllium Exports India Limited (CIN: U01100MP2018PLC045146) as on March 31, 2022. Financial of the subsidiary is disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A separate statement containing salient features of the Financial Statement of the Subsidiary in accordance with Section 129(3) of the Companies Act, 2013 and the rules made there under in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-B and hence is not repeated here for sake of brevity. The Company does not

have any joint venture or associate Company. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.oswalseeds.com. Further as per fifth proviso of the said Section, audited financial statements together with related information and other reports of the subsidiary company have also been placed on the website of the Company at www.oswalseeds.com.

In terms of Section 136 of the Companies Act, 2013 (the Act), financial statement of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its wholly owned subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the details of Loans/Advances made to and investment made in the subsidiary have been furnished in Notes forming part of Annual Report.

MATERIAL SUBSIDIARY

During the year under review, Company does not have any material subsidiary company.

19. CONSOLIDATED FINANCIAL STATEMENTS:-

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Section 129 of the Companies Act, 2013 and Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with other applicable provisions and prepared in accordance with Accounting Standard AS-21, for financial year ended March 31, 2022. The Consolidated Financial Statements form part of this Annual Report.

A Report on the performance and financial position of the subsidiary company included in the Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this Annual Report.

20. CORPORATE GOVERNANCE:-

The Company being listed on the SME Platform of National Stock Exchange of India Limited (EMERGE Platform) is exempted from provisions of applicability of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence, no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows substantial provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

21. REPORT ON MANAGEMENT DISCUSSION ANALYSIS:-

As per Regulation 34(2] read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY:-

The Company has a whistle blower policy for Directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The details of establishment of the reporting mechanism are disclosed on the website of the Company at the weblink:- http://www.oswalseeds.com/conduct.html .No Person has been denied access to the Audit Committee.

23. SECRETARIAL AUDIT:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. L. N. Joshi & Company, Practicing Company Secretaries, Indore to conduct the Secretarial Audit of the Company for the year ended March 31, 2022. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral part of this Report, which is self explanatory. The secretarial audit report does not contain any qualification, reservation or adverse remark.

24. STATUTORY AUDITORS:-

M/s. Bharat Kumar Agarwal & Co, Chartered Accountants (Firm Registration No.012245C) were appointed as Statutory Auditors of your Company in the 1^st Annual General Meeting held on 21^st December, 2018, for a term of five consecutive years i.e. (from the conclusion of 1^st AGM up to the conclusion of 6^th AGM to be held in the calendar year 2023 on such remuneration as may be mutually agreed between the Board of Directors of the Company and the auditors.

Further, during the year 2020-21, name of Company Statutory Auditor was changed from Bharat Kumar Agarwal & Co to Agarwal Patel and Sinhal. However, there was no change in firm constitution, firm registration number of the statutory Auditor firm.

EXPLANATION TO AUDITORS REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

25. INTERNAL AUDIT:-

The Board of Directors has appointed CA Avani Nahar, Chartered Accountant, as Internal Auditor to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

26. COST AUDIT:-

Your Company does not falls within the provision of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit] Rules, 2014 as amended from time to time; therefore, no such record are required to be maintained.

27. CODE OF CONDUCT:-

The Board of Directors has laid down a Code of Conduct ("the Code"] for all Board members and senior management personnel of your Company. The Code of Conduct is available on Companys website of the Company http://www.oswalseeds.com/conduct.html

All Board members and senior management personnel have confirmed compliance with the Code.

28. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:-

The Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which, inter alia, includes Policy for determination of "Legitimate Purpose" and Code of Conduct for Prevention of Insider Trading in Securities of SHREEOSWAL SEEDS AND CHEMICALS LIMITED in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading] Regulations, 2015 ("the Regulations"].

The Companys Code of Conduct has been formulated to regulate, monitor and ensure reporting of trading by the Designated Persons and their immediate relatives towards achieving compliance with the Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable. The Code lays down Guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and cautions them of the consequences of violations. During the year under review, the Companys Code of Conduct was amended in line with the amendments brought in the Regulations by SEBI.

29. DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS:-

The Company adopted Accounting Standards ("AS"). Accordingly, the financial statements have been prepared in accordance with Accounting standard prescribed under Section 133 and other relevant provisions of the Companies Act, 2013 read with Rule 7 of Companies (Accounts] Rules, 2014.

30. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:-

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

31. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:-

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Boards report.

32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

The company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 (India) and the Rules thereunder. The Companys process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. There was no case of sexual harassment reported during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

33. ENVIRONMENT AND SAFETY:-

Safety is your companys top most priority with primary focus on developing a safety culture among employees. Your Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

34. LISTING OF SHARES

Companys shares are listed on National Stock Exchange of India Limited (NSE). The company has paid Annual Listing Fee for Financial Year 2022-23.

35. INSURANCE:-

The Companys assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

36. COMPLIANCE OF SECRETARIAL STANDARD:-

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10] of the Act.

37. INDUSTRIAL RELATIONS:-

Companys Industrial relations continued to be healthy, cordial and harmonious during the year under review. Your Directors record their appreciation for all the efforts, support and co-operation of all employees extended from time to time.

38. DEPOSITORY SYSTEM:-

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

39. UTILIZATION OF IPO FUND:

Details of utilization of funds received through initial public offer have been given in Notes no.14 of financial statements of the Company.

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account/unclaimed suspense account.

41. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:> Company has not issue of equity shares with differential rights as to dividend, voting or otherwise.

> Company has not granted any stock option or issue sweat equity shares.

> As on 31^st March 2022, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013].

> There has been no change in the nature of business of your Company.

> The Business Responsibility Reporting as required by Regulation 34(2] of the SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2022.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

42. ACKNOWLEDGMENT:-

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companies performance. The Directors would also like to thank the shareholders, employees, investors, stock exchange, customers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

	For and on behalf of the Board of Directors
Date: 24th August, 2022	SHREEOSWAL SEEDS AND CHEMICALS LIMITED
Place: Neemuch
	Sanjay Kumar Baigani	Anil Kumar Nahata
	Chairman and Managing Director	CEO and Whole-time Director
	DIN:07921083	DIN:07921005