To,
The Members,
OSWAL OVERSEAS LIMITED
Your Directors have pleasure in presenting their 39th Annual Report on the
business and operations of the Company and the Audited Accounts of your Company for the
Financial Year ended March 31, 2023.
1. FINANCIAL RESULTS
|
(Amount in Lakhs except for EPS) |
Particulars |
For the Financial year ended on 31st March, 2023 |
For the Financial year ended on 31st March, 2022 |
Revenue from operations |
21016.27 |
16763.11 |
Other Income |
182.00 |
196.56 |
Total Income |
21198.27 |
16959.67 |
Increase/Decrease in WIP and Finished Goods |
2283.39 |
(414.53) |
Profit/Loss before Depreciation, Finance Cost and Taxes |
209.89 |
766.81 |
Financial Charges |
345.43 |
398.98 |
Depreciation |
352.62 |
326.60 |
Profit / Loss before tax |
(488.16) |
41.24 |
Profit/Loss after Tax |
74.53 |
8.60 |
Other Comprehensive Income, net of tax |
2.32 |
8.24 |
Total Comprehensive Income |
76.85 |
16.84 |
Earnings per Equity share of Rs. 5/- Basic (Rs.) |
0.59 |
0.13 |
Earnings per Equity share of Rs. 5/- Diluted (Rs) |
0.59 |
0.13 |
2. OPERATIONAL PERFORMANCE:
Particulars |
For the Financial year ended on31st March, 2023 |
For the Financial year ended on 31st March, 2022 |
Sugar Division |
|
|
Start of crushing season |
16/11/2022 |
13/11/2021 |
Close of crushing season |
05/04/2023 |
17/04/2022 |
Duration (Days) |
140 |
155 |
Recovery (%) |
9.60 |
9.85 |
Cane crushed (Qtls) |
4181727 |
4553969 |
Production (Qtls) |
|
|
White Sugar (Qtls) |
399840 |
446830 |
BISS Sugar (Qtls) |
1384 |
1887 |
Molasses (Qtls) |
216654 |
235930 |
3. OPERATIONS:
Total Income of the Company has increased from Rs. 16959.67 Lakh (2021-22) to Rs.
21198.27 Lakh (2022-23). This year your company gets the net profit after tax of Rs. 74.53
Lakh against a Net profit after tax of Rs. 8.60 Lakh in the previous year.
4. DIVIDEND
During the year under review, your Directors have not recommended any dividend for the
financial year ended 31st March 2023.
5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN OF THE COMPANY
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
6. INDIAN ACCOUNTING STANDARDS (IND AS), 2015
The annexed financial statements comply in all material aspects with Indian Accounting
Standards (Ind- AS) notified under Section 133 of the Act [Companies (Indian Accounting
Standards) Rules, 2015] and other relevant provisions ofthe Act.
7. INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
Based on the deliberations with Statutory Auditors to ascertain their views on the
financial statements including the Financial Reporting System and Compliance to Accounting
Policies & Procedures, the Audit Committee was satisfied with the adequacy and
effectiveness of the Internal Control and Systems followed by the Company.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis Report
forms part of this report and annexed thereto.
9. DEPOSITS
During the year under review, your Company has not accepted any deposits from public
within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the "Act")
and the Companies (Acceptance of Deposits) Rules, 2014.
10. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
During the year under review, your Company has not made any loan, or given any
guarantee or provided any security and/ or made investments and thus the compliance of
Section 186 of the Companies Act, 2013 is not applicable.
11. AUDITORS STATUTORY AUDITOR
M/s. DSRV and Co. LLP, Chartered Accountants, having (Firm Registration No. 006993N), was
appointed as the Statutory Auditor of the Company at the AGM held on September 27, 2022,
to hold the office until conclusion of the 43rd AGM. As required under the
provisions of Section 139 of the Companies Act, 2013, the Company has obtained written
confirmation from M/s DSRV and Co. LLP, Chartered Accountants, that their appointment is
made in conformity with the limits specified in the said Section.
The report given by the Auditors on the financial statements of the Company for the
financial year ended March, 2023 is part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report. The Statutory Auditors have not reported any incident of fraud to the Audit
Committee of the Company during the Financial Year under review.
SECRETARIAL AUDITORS
Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s Malik Anuj & Company, Company Secretaries (C. P. No. 16061) to undertake
the secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit
Report is annexed herewith as "Annexure - 1".
INTERNAL AUDITOR
M/s. P.D. Ramanand & Co., Chartered Accountants (FRN No. 001104C), having office at
MSG House, C-91, Sector 71, Noida, Uttar Pradesh - 201301 performed the duties of internal
auditors of the Company for the financial year 2022-23 and their report is reviewed by the
Audit Committee from time to time.
COST AUDITOR
The Board of Directors, on the recommendation of the Audit Committee, has appointed
M/s. M. K. Singhal & Co., Cost Accountants, Firm's Registration No. 00074, having
office at Panchwati, Opposite MM College, Modinagar, Uttar Pradesh 201204 as the Cost
Auditor to audit the cost records for the financial year ending 31st March 2024.
Remuneration payable to the Cost Auditor is subject to ratification by the members of the
Company. Accordingly, a resolution seeking members' ratification for the remuneration
payable to M/s. M. K. Singhal & Co., Cost Accountants, forms part of Notice convening
39th AGM of the Company, along with relevant details, including the proposed
remuneration.
In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules,
2014, it is stated that the cost accounts and records are maintained by the Company as
specified by the Central Government under sub-section (1) of Section 148 of the Act.
CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015,
the certificate on Corporate Governance is annexed herewith as "Annexure - 3".
The certificate for the financial year 2022-23 does not contain any qualification,
reservation or adverse remark.
12. SHARE CAPITAL
Authorised share capital of the company is Rs. 360,000,000/- divided into 2,20,00,000
equity shares of Rs. 5/- each only and 25,000,000 preference share of Rs. 10/- each only
as on 31st March, 2023. Total Paid up share capital of the company is Rs.
21,46,10,500/- divided into 1,29,22,100 equity shares of Rs. 5/- each and 1,50,00,000
Non-convertible Redeemable Preference Share of Rs. 10/- each.
13. DEPOSITORY SYSTEM
The Company's shares are available for dematerialization with National Securities
Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 75.405% of the
total shareholding of the Company was held in dematerialized form as on 31st March 2023.
14. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
15. HUMAN CAPITAL
Relations with employees continued to be cordial and harmonious. HR policies of the
Company are aimed at attracting, motivating, and retaining employees at all levels.
16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, no amount was required to be transferred in the IEPF
pursuant to the provisions of section 125 of Companies Act, 2013.
17. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft
Annual Return of the Company for the Financial Year 31st March, 2023 is
uploaded on the website of the Company and can be accessed at www.oswaloverseasltd.com.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
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
Rule 8, of The Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure -
2."
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) CHANGE IN DIRECTORS
There were no changes in the Directors of the Company during the Financial Year
2022-23.
B) RE-APPOINTMENT
As per the provisions of the Companies Act, 2013, Mr. Anoop Kumar Srivastava, Director
retires by rotation at the ensuing Annual General Meeting and being eligible, seeks
re-appointment. The Board recommends his re-appointment.
C) CHANGE IN KMPs
There were no Changes in Key Managerial Personnel of the Company during the financial
year 2022-23.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 07 (Seven) Board Meeting and 1 (one) independent directors
meeting were held. The details of which are given in Corporate Governance Report.
21. COMMITTEES OF THE BOARD OF DIRECTOR OF THE COMPANY
Currently the Board has three committees: the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. The details with regards
to the composition and meetings held during the financial year 2022-23 are in the
Corporate Governance Report.
22. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executives and independent
directors to maintain the independence of the Board, and separate its function of
governance and management. On March 31, 2023, the Board consist of four members, one of
whom is executive, one is non-executive and two are independent directors.
The policy of the company on director's appointment and remuneration, including
criteria for determining qualification, positive attributes, independence of Director and
other matters, as required under subsection (3) of section 178 of the companies Act, 2013,
is available on our website (www.oswaloverseasltd.com). We affirm that the remuneration
paid to the directors as per terms laid down in the Nomination and Remuneration Policy of
the company.
23. DECLARATION BY INDEPENDENT DIRECTORS
The company has received necessary declaration from independent directors under section
149(7) of the Companies Act, 2013, that he/ she meet the criteria of independence as laid
down in section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015.
24. BOARD EVALUATION
SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, mandates that
the Board shall monitor and review the Board evaluation framework. The framework includes
the evaluation of directors on various parameters such as:
Board Dynamics and relationships
Information flows
Decision-making
Relationship with stakeholders
Company performance and strategy
Tracking board and committee's effectiveness
Peer evaluation
The Companies Act, 2013 states that a formal evaluation needs to be made by the Board
of its own performance and that of its committee and individual directors. Schedule IV of
the Companies Act, 2013 states that the performance evaluation of independent directors
shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation process has been explained in the Corporate Governance Report.
25. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
All new independent director inducted in to the Board attain an orientation program.
The details of training and familiarization program are provided in the Corporate
Governance Report and are also available on our website (www.oswaloverseasltd.com).
26. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
provision of the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015.
The Insider Trading Policy of the company lays down guidelines and procedures to be
followed, and disclosure to be made while dealing in the shares of the company, as well as
consequences of the violation.
The Insider Trading Policy of the Company covering code of Practice and procedure of
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading is available on our website (www.oswaloverseasltd.com).
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.
This policy is explained in corporate governance report and also posted on the website
(www.oswaloverseasltd.com) of the company. There has been no change to the Whistle Blower
Policy of the company during the financial year 2022-23.
28. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:
A. Due to financial constraints being faced by the company no one director receiving
any remuneration from the company. Further only sitting fees have been paid to directors
during the year.
B. No increase in the remuneration of director in the financial year
C. Increase in remuneration of chief financial officer, chief executive officer,
company secretary of the company in the financial year is as follow -
Designation |
Remuneration in 2022-23 |
Remuneration in 2021-22 |
Increase in remuneration % |
Chief Executive Officer |
11,85,360 |
11,78,780 |
0.56 |
Chief Financial Officer |
6,64,600 |
6,45,150 |
3.01 |
Company Secretary |
6,21,456 |
6,18,068 |
0.55 |
D. Total no. of permanent employees of the company is 53 and seasonal employees are 77
as on 31st March, 2023.
E. The remuneration paid to all the Key Managerial Personal was in accordance with
remuneration policy adopted by the company.
F. The particulars of employee who are covered by the provision contained in Rule 5(2)
and 5(3) of the companies (Appointment and Remuneration of Managerial Personal) Rules,
2014 are:
i). Employed throughout the year |
Nil |
ii). Employed for part of the year |
Nil |
29. CORPORATE GOVERNANCE
Corporate Governance refers to, but not limited to, a set of laws, regulations and good
practices and systems that enable an organization to perform efficiently and ethically to
generate long term wealth and create value for all its stakeholders. Corporate governance
requires everyone to raise their competency and capability levels to meet the expectations
in managing the enterprise and its resources optimally with the sound & prudent
ethical standard. The Company recognizes that good corporate governance is a continuous
exercise.
Adherence to transparency, accountability, fairness and ethical standard are integral
part of the company's function. Your Company's structure, business dealings,
administration and disclosure practices have aligned to good corporate governance
philosophy. Your Company has an adequate system of control in place to ensure that the
executive decisions taken should result in optimum growth and development which benefits
all the stakeholders. The Company aims to increase and sustain its corporate value through
growth and innovation.
Our Corporate Governance Report for the financial year 2022-23 form parts of this
Annual Report.
30. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March
31,2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31,2023 and of the profit of the Company for the year ended on that
date;
c) 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;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
31. RELATED PARTY TRANSACTION
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
32. RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy of
the Company on risk management is provided elsewhere in this Annual Report in Management
Discussion and Analysis.
33. ACKNOWLEDGEMENTS
The company has been very well supported from all quarters and therefore your directors
wish to place on record their sincere appreciation for the support and co-operation
received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and
others associated with the Company.
Your Directors wish to thank the banks, financial institutions, shareholders and
business associates for their continued support and cooperation.
We look forward to receiving the continued patronage from all quarters to become a
better and stronger company.
|
For and on behalf of the Board of Directors |
|
OSWAL OVERSEAS LIMITED |
|
Sd/- |
Sd/- |
|
Anoop Kumar Srivastava |
Paramjeet Singh |
Place: New Delhi |
Director |
Managing Director |
Dated: 22/08/2023 |
DIN: 07052640 |
DIN:00313352 |
|