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ISIN: INE00IK01029INDUSTRY: Seeds/Tissue Culture/Bio Technology

NSE   ` 28.35   Open: 28.50   Today's Range 28.00
28.95
-0.15 ( -0.53 %) Prev Close: 28.50 52 Week Range 26.55
70.86
Year End :2018-03 

BOARD'S REPORT Dear Shareholders

The Directors are pleased to present their First Annual Report together with the standalone and consolidated audited financial statements of your company for the period ended March 31, 2018.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE

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

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

(Amount in Lacs Except EPS)

Particulars

Standalone

Consolidated

Financial Period ended 2018

Financial Period ended 2018

Total Income

1330.84

1820.49

Total Expenditure

1217.00

1680.77

Profit/(Loss) before exceptional and extraordinary items & tax

113.84

139.72

Exceptional & Extraordinary Item

0.00

0.00

Profit/(Loss) before tax

113.84

139.72

Provision for Tax Current Tax Deferred Tax

21.53

(0.06)

28.20

(0.07)

Profit/(Loss) after tax

92.37

111.59

Paid up Equity Share Capital

1066.90

1066.90

Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.)

1.25

1.51

1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS

During the financial period ended 2018, the company achieved total income of Rs. 1330.84 lacs on standalone basis and earned net profit of Rs. 92.37 lacs. Further, on consolidated basis company achieved total income of Rs. 1820.49 lacs and earned net profit ofRs. 111.59 lacs.

1.3 ABOUT THE COMPANY

Company was originally formed as partnership firm under the Partnership Act, 1932("Partneship Act”) in the name and style of "M/s Oswal Seeds and Chemicals” pursuant to deed of partnership dated 29th July, 2002 entered into between Mr. Sanjay Kumar Baigani and Mr. Anil Kumar Nahata. Further, new partners were admitted pursuant to partnership deed dated July 31, 2017. "M/s Oswal Seeds and Chemicals” was converted from partnership firm to Public Limited Company under Part I company (Chapter XXI) of the Companies Act, 2013 with the name "SHREEGSWAL SEEDS AND CHEMICALS LIMITED" and received a Certificate of Incorporation on December 1, 2017.

1.4 CHANGE IN NATURE OF BUSINESS

Company is engaged in the business of production, processing and sale of different kind of agricultural seeds and during the period there was no change in business activity of the company.

1.5 SHARE CAPITAL

During the period under review following changes have taken place in the authorized and paid-up share capital of the company:

AUTHORIZED CAPITAL:

At, the time of Incorporation of the Company, the Authorized Capital of the Company was Rs. 7,00,00,000/-(Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakh) Equity Shares of Rs. 10/- each.

The Authorized Capital of the Company was increased to Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 1,80,00,000 (One Crore Eighty Lakh) Equity Shares of Rs. 10/- each vide resolution passed in Extra Ordinary General Meeting held on January 16, 2018.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

Pursuant to subscription to the Memorandum of Association of the Company, the subscribers have been allotted total 61,69,000 (Sixty One Lakh Sixty Nine Thousand) Equity Shares of Rs. 10/- each aggregating to Rs. 6,16,90,000/- (Rupees Six Crores Sixteen Lakhs Ninety Thousand Only). ’

Further, Board of Directors in their meeting held on February 26, 2018 had allotted 45,00,000 (Forty Five Lakhs) Equity Shares of Rs. 10/- each in lieu of Conversion of Rupee Loan to Equity Shares. As at March 31, 2018 Paid-up Equity Share Capital of the Company stood at Rs. 10.66.90.000 (Rupees Ten Crores Sixty Six Lakhs Ninety Thousand Only) divided into 1.06.69.000 (One Crore Six Lakh Sixty Nine Thousand) Equity Shares of Rs. 10/- each.

Further, pursuant to Intial Public Offer of Equity Shares by the Company, the Board of Directors of the Company, in their meeting held on June 16, 2018, has allotted total 45,76,000 (Forty Five Lakhs Seventy Six Thousand) Equity Shares of Rs. 10/- each at a price of Rs. 26/-(Rupees Twenty Six) per Equity Shares to the successful allottees, whose list have been finalized by the Company, the Registrar to the Issue and merchant banker in consultation with the National Stock Exchange of India Limited.

The Paid up Capital of the Company at the date of this Report is Rs. 15,24,50,000/- (Rupees Fifteen Crores Twenty Four Lakh Fifty Thousand Only) divided into 1,52,45,000 (One Crore Fifty Two Lakh Forty Five Thousand) Equity Shares of Rs. 10/- each.

During the period under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March 2018, none of the Directors of the company hold instruments convertible into equity shares of the Company.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in its meeting held on February 06, 2018, proposed the Initial Public Offer of equity shares not exceeding 60,00,000 (Sixty Lacs) Equity Shares. The Members had also approved the proposal of the Board of Directors in their Extra-Ordinaiy General Meeting held on February 16, 2018.

Pursuant to authority granted by the Members of the Company, the Board of Directors has appointed Pantomath Capital Advisors Private Limited as Lead Manager and Bigshare Services Private Limited as Registrar to the Issue and Share Transfer Agent for the public issue.

The Company had applied to National Stock Exchange of India Limited ("NSE”) for in-principle approval for listing its Equity Shares on the Emerge Platform of NSE. NSE has vide its letter dated April 24, 2018 granted its in-principle approval to the company.

The Company has filed Prospectus to the Registrar of the Company, Gwalior and the Public Issue was opened on Thursday, June 7, 2018 and closed on Tuesday, June 12, 2018. The Company has applied for listing of 1,52,45,000 equity shares to NSE and NSE has granted its approval vide its letter dated June 19, 2018. The trading of Equity Shares of the Company commenced on June 20, 2018 at Emerge Platform of NSE.

UTILIZATION OF PROCEEDS FROM IPO

The Company has generated funds of Rs. 1189.76 Lakhs for the purposes and object as per prospectus .The Board submits the following statements towards the utilization of issue proceeds as under:

S.N

Purpose/Objects for raising of funds through public issue

Amount raised in public issue for the object mentioned in prospectus (Rs. in Lacs)

Actual Utilization of Issue Proceeds till 30thSept., 2018.

(Rs. in Lacs)

Balance Amount to be utilized as on 30th Sept.,2018 (Rs. in Lacs)

1

Purchase of New Plant & Machineiy

162.95

0

162.95

2

Funding the Working Capital Requirement Of the Company

625

625

0

3

General Corporate Purpose

251.81

164.76

87.05

4

IPO Expenses

150

150

0

2.EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure - A and forms an integral part of this Report and is also available on the website of the Company.

3. NUMBER OF MEETINGS OF THE BOARD & AGM

During the Financial period ended 2018, the Board of the Directors duly met seven times on 04.12.2017, 08.01.2018, 06.02.2018, 19.02.2018, 26.02.2018, 05.03.2018 and 14.03.2018 respectively for which proper notices for meeting were given and the proceedings were properly recorded. Draft Minutes of Board Meeting were circulated to members of the Board for their comments thereafter signed copy of minutes were also circulated to Board members for confirmation of the same. Details of attendances are as under:

Sr.

No

Name of Director

No. of Board Meetings

Attendance at the previous Annual General Meeting

Held during their tenure

Attended

1

Mr. Sanjay Kumar Baigani

7

7

N.A

2

Mr. Anil Kumar Nahata

7

7

N.A

3

Mrs. Kiran Devi Begani

7

7

N.A

4

Mrs. Padma Nahta

7

6

N.A

5

Mr. Gopal Lai Agarwal

5

0

N.A

6

Mr. Sunil Kumar Agarwal

5

4

N.A

During the financial period ended March 2018, three Extra-ordinary General Meetings were held respectively on 16.01.2018,16.02.2018 & 21.02.2018.

4. DIVIDEND

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

5. AMOUNTS TRANSFERRED TO RESERVES

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

6. DEPOSITS

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

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) Read with Rule 2(l)(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 Rs.)

S. No.

Name of Director

Amount received during the Financial period

Outstanding amount as on 31.03.2018

01

Mr. Sanjay Kumar Baigani

2,33,96,356/-

3,23,250/-

02

Mr. Anil Kumar Nahata

2,33,96,356/-

3,23,250/-

7. 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, 2018. 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 third 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, 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 subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

8. 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 read with other applicable provisions and prepared in accordance with Accounting Standard AS-21, for financial period ended March 31, 2018. The Consolidated Financial Statements form part of this Annual Report.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Baigani (DIN: 07921083), Mr. Anil Kumar Nahata (DIN: 07921005), Mrs. Kiran Devi Begani (DIN: 07921018) and Mrs. Padma Nahta (DIN: 07921042) were appointed as the First Directors of the company.

During the period under review, in Board Meeting held on 4tjl December, 2017 Mr. Anil Kumar Nahata (DIN: 07921005) was designated as Chief Executive Officer of the Company w.e.f. 4th December, 2017 and Mr. Ashok Dhakar was appointed as Chief Financial Officer of the Company. Further, in Board Meeting held on 4th December, 2017, Mr. Sanjay Kumar Baigani (DIN: 07921083), was appointed as Managing Director of the Company for term of three years

i.e from 04.12.2017 to 03.12.2020, who was further confirmed as Managing Director of the Company by members in Extra-Ordinary General Meeting held on January 16, 2018.

During the period under review, Mr. Gopal Lai Agarwal (DIN: 08042715) and Mr. Sunil Kumar Agarwal (DIN: 08046616) were appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 8th January, 2018 who shall hold office as per the provisions of Section 161 of the Companies Act, 2013, till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a Member in writing proposing their candidature for the office of Director.

Further, in Board Meeting held on 8th Januaiy, 2018, Ms. Anjali Bamboria was appointed as Company Secreatiy of the Company.

During the current financial year, in Board meeting held on 16th June, 2018 Mr. Anil Kumar Nahata was appointed as Whole-time Director of the company for the period of three years w.e.f. 16th June, 2018 to 15* June, 2021 subject to approval of members in the ensuing Annual General Meeting.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Kiran Devi Begani (DIN: 07921018), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Sanjay Kumar Baigani, Managing Director;

2. Mr. Anil Kumar Nahata, Whole Time Director cum CEO;

3. Mr. Ashok Dhakar, Chief Financial Officer;

4. Ms. Anjali Bamboria, Company Secretary and Compliance officer.

DISQUALIFICATIONS OF DIRECTORS:-

During the period 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.

10. 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.

11. 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 period and of the profit of the Company for that period;

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.

12. MEETING OF INDEPENDENT DIRECTORS

No meeting of Independent Directors of the Company was held during the financial period ended 2018 as listing of the shares was made on 20th June, 2018.

13.COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted following committees:-

(i) 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, 2 013.The Audit Committee comprises of the following Directors of the Company:

Name of Director

Category

Designation in Committee

Mr. Gopal Lai (DIN: 08042715)

Agarwal

Non-executive

Director

Independent

Chairperson

Mr. Sunil Kumar Agarwal (DIN: 08046616)

Non-executive

Director

Independent

Member

Mrs. Padma (DIN:07921042)

Nahta

Non-executive Director

Member

(ii) 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.The Nomination & Remuneration Committee comprises of the following Directors of the Company:

Name of Director

Category

Designation in Committee

Mr. Gopal Lai (DIN: 08042715)

Agarwal

Non-executive

Director

Independent

Chairperson

Mr. Sunil Kumar Agarwal (DIN: 08046616)

Non-executive

Director

Independent

Member

Mrs. Padma (DIN:07921042)

Nahta

Non-executive Director

Member

(iii) STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder's Relationship Committee to redress complaints of shareholders. The Stakeholder's Relationship Committee comprises of the following Directors of the Company:

Name of Director

Category

Designation in Committee

Mrs. Padma (DIN:07921042)

Nahta

Non-executive Director

Chairperson

Mr. Gopal Lai (DIN: 08042715)

Agarwal

Non-executive

Director

Independent

Member

Mr. Sunil Kumar Agarwal (DIN: 08046616)

Non-executive

Director

Independent

Member

14. 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

The Company was not required to carry formal annual evaluation by the Board of its own performance and that of its committees and individual directors for the Financial Period ended 2018 as the company did not fall under the criteria specified in Section 134 (3) (p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 on 31.03.2018. Although, the directors of the Company are vigilant towards their duties and responsibilities as director of the Company.

15. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186

During the financial period ended 2018, company made investment in equity shares of Shreeoswal Psyllium Exports India Limited. Further, at the end of the financial period company had Loan amounting Rs. 8.89 Lakhs, details as mentioned in Note No. 14 of Standalone Financial Statements.

Further, Company had not granted any guarantee or provided any security pursuant to provisions of Section 186 of the Companies Act, 2013.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the financial period under review were on arm’s length basis and in the ordinary course of business pursuant to the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under. Further, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is set out as Annexure-C.

17. 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:

17.1 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 Registered & Corporate Office resulting in saving of electricity.

(ii) Replacement of capacitor and installed latest technology machine who consume less energy

(iii) all Equipment’s and plants used with latest technology who conserve minimum power

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.

c. The capital investment on energy conservation equipment’s:- NIL

17.2 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 fimported during the last three years reckoned from the beginning of the financial year:- we have import our plant from bulher (UK)

d. The expenditure incurred on Research & Development.- NIL

17.3 FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors of your Company is responsible for ensuring that Internal Financial Controls (1FC) are laid down in the Company and that such controls are adequate and operate effectively. The Company's IFC framework is commensurate with its size, scale and complexity of operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliances with corporate policies. The company has a robust management information system, which is an integral part of the control mechanism. The system also ensures that all transaction are appropriately authorized, recorded and reported as and when required.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 135 of the Companies Act, 2013 does not apply to the Company as company does not fall under any of the criteria specified under above referred section therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

20. 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 the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy of the company is available on the website of the company.

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

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 financial period 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 financial period under review.

Neither the Managing Director nor Whole Time Director of the Company has received any remuneration or commission from its subsidiary.

21. CORPORATE GOVERNANCE

The Company being listed on the SME Platform of National Stock Exchange of India Limited is exempted from provisions 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 majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

22. 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 Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

23. 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 Company's code of conduct or ethics policy. The details of establishment of the reporting mechanism are disclosed on the website of the Company at the web link:-httD://www.oswalseeds.com/conduct.html. No Person has been denied access to the Audit Committee.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future.

25. SECRETARIAL AUDIT

The equity shares of the Company have been listed on SME Platform of NSE with effect from 20th June, 2018. The turnover and the paid up capital of the company as on March 31, 2018 were below the applicability criteria for secretarial audit as prescribed under the Companies Act, 2013 and rules made there under. In view of the same secretarial audit under section 204 Act, 2013 and rules made there under. In view of the same secretarial audit under section 204 of the Companies Act, 2013 was not applicable on the Company during the period under review.

26. INTERNAL AUDIT

Pursuant to provision of Section 138 of Companies Act, 2013, Board of the Directors have appointed Ms. Minal Nahar as an internal auditor of the company w.e.f 14th November, 2018 to conduct the internal audit of the functions and activities of the Company.

27. COST AUDIT

Your Company does not falls within the provisions 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.

28. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Bharat Kumar Agarwal & Co., Chartered Accountants (Firm Registration No. 012245C) who were appointed as Statutory auditors of the Company in Board Meeting held on 4m December, 2017 up to the date of 1st Annual General Meeting, be and are hereby recommended for re-appointment to audit the accounts of the company up to the 6th AGM of the Company to be held in year 2023. A resolution for re-appointment of M/s. Bharat Kumar Agarwal & Co., Chartered Accountants (Firm Registration No. 012245C), being proposed in the notice of the ensuing AGM for the approval of the members.

The Company has received from M/s. Bharat Kumar Agarwal & Co., Chartered Accountants (Firm Registration No. 012245C), a written consent for appointment from the conclusion of the 01st AGM till the conclusion of the 6th AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013

EXPLANATION TO AUDITOR'S 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.

29. 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 is posted on Company's website. All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

30. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In terms of the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Code of Conduct for trading in securities of your Company ("the Insider Code”). The Insider Code aims at preserving and preventing misuse of unpublished price sensitive information. All Directors, Designated Employees/KMP and Connected Persons of your Company are covered under the Insider Code, which provides inter alia for periodical disclosures and obtaining pre-clearances for trading in securities of your Company.

31. 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.

32. 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 period to which the financial statements relate and the date of this Board's Report except Initial Public Offer and Listing of Equity Shares on SME Platform of NSE.

33. ENVIRONMENT AND SAFETY

Safety is your company's top most priority with primary focus on developing a safety culture among employees. Your Company's 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.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the financial period under review.

35. INSURANCE

The Company's assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken insurance cover for any claims/losses arising out of its core business of security broking.

36. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEB1 (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company forthe financial period ending March 31, 2018.

37. COMPLIANCE OF SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

38. INDUSTRIAL RELATIONS

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

39. DEPOSITORY SYSTEM:

Your Company's 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).The Company has paid the annual custodian fee to the respective depositories.

40. ACKNOWLEDGMENT

The Board of Directors places on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the period. The Directors also gratefully acknowledge support of the NSE, Lead Manager, Share Transfer Agent and other intermediaries of the Public Issue of the Company and also to all stakeholders of the Company.

Place: Neemuch For and on behalf of the Board of Directors

Date: 14th November, 2018 SHREEOSWAL SEEDS AND CHEMICALS LIMITED

Sanjay Kumar Baigani Anil Kumar Nahata

Managing Director Whole-time Director & CEO

DIN:07921083 DIN: 07921005