|
Dear Members,
The Esteemed Board of Directors hereby submits the report of the business and
operations of your Company, along with the audited financial statements, for the financial
year ended March 31, 2025. The consolidated performance of the Company and its wholly
owned subsidiary has been referred to wherever required.
Financial Performance
(Rs. inLakhs)
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
- |
- |
709.09 |
237.67 |
| Other income |
15.52 |
7.09 |
2.65 |
7.10 |
| Gross Income |
15.52 |
7.09 |
711.75 |
244.77 |
| Total Expenses |
17.56 |
10.87 |
207.39 |
124.53 |
| Profit before Financial Expenses, Depreciation and Taxation |
-2.04 |
-3.78 |
504.35 |
120.24 |
| Less: Finance Cost |
- |
- |
- |
- |
| Less: Depreciation and amortization |
0.02 |
0.05 |
3.91 |
3.78 |
| Profit before Taxation |
-2.06 |
-3.83 |
500.44 |
116.46 |
| Less: Tax Expense (Deferred & Current) |
- |
- |
- |
- |
| Profit for the year |
-2.06 |
-3.83 |
500.44 |
116.46 |
| Add: Other Comprehensive Income / (loss) for the year |
- |
- |
- |
- |
| Total comprehensive income for the year |
-2.06 |
-3.83 |
500.44 |
116.46 |
| Earnings Per Share |
- |
- |
- |
- |
| Basic |
-0.03 |
-0.07 |
9.26 |
2.15 |
| Diluted |
-0.03 |
-0.07 |
9.26 |
2.15 |
Indian Accounting Standard
The financial statements have been prepared in accordance with the Indian Accounting
Standards (IndAS) as notified by Ministry of Corporate Affairs (MCA) under Section 133 of
the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015
as amended and other relevant provisions of the Act. Further, we would like to inform you
that your Company operates in single segment. Hence no segment wise figures are published.
Performance Review
We would like to brief you regarding the financial performance of the Company on
standalone as well as consolidated basis, which is as under:-
Standalone Financial Performance
On standalone basis, the Company earned total income of Rs. 15.52 Lakhs in the current
year as against Rs. 7.09 Lakhs in the previous year and earned a Loss before tax of Rs.
2.06 Lakhs in the current year as against Rs.3.82 Lakhs in the previous year. The Company
incurred net loss of Rs. 2.06 lakhs with EPS of (0.03) for the year ended March 31, 2025
as compared to net loss of Rs. 3.82 Lakhs with EPS 0.07 for the year ended March 31, 2024.
Consolidated Financial Performance
The consolidated financial results includes the result of the wholly owned subsidiary
company namely, Osiajee Agro Farms Limited which was incorporated on September 29, 2021.
The wholly owned subsidiary of the Company endeavors to pursue high growth opportunities
in agriculture, horticulture & agro farming industry and is pursuing high growth agro
farming in Eucalyptus and Poplar trees and cultivation of other crops in Hoshiarpur
district of Punjab, the produce of which will be sold to nearby plywood industry as well
as other wood-based manufacturers.
On consolidated basis, the Company earned total income of Rs. 711.75 lakhs in the
current year as against Rs. 244.77 lakhs in the previous year and earned a profit before
tax of Rs. 500.44 Lakhs in the current year as against Rs. 116.46 Lakhs in the previous
year. The Company earned a net profit of Rs. 500.44 Lakhs with an EPS of 9.26 during the
FY 2024-25 as against Rs. 116.46 Lakhs with an EPS of 2.15 during the FY 2023-24.
Management Discussion Analysis
The Management Discussion and Analysis Report under requirements of SEBI (Listing
Obligation and Disclosure Requirements), Regulations, 2015, forms part of this Annual
Report as Annexure- I for the year ended 31st March 2025.
Dividend
The Board of Directors Keeping in mind to conserve the resources by taking into account
the prevailing economic situation and the need of resources for growth have decided not to
recommend any dividend for the Financial Year ended March 31, 2025.
Share Capital
The Authorised Share Capital of the Company as on March 31, 2025, stood at
^10,50,00,000 (Rupees Ten Crore Fifty Lakh) divided into 1,05,00,000 (One Crore Five Lakh)
equity shares of ^10 each.
During the year under review, the Authorised Share Capital of the Company was increased
from ^10,00,00,000 (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) equity shares
of ^10 each to ^10,50,00,000 (Rupees Ten Crore Fifty Lakh) divided into 1,05,00,000 (One
Crore Five Lakh) equity shares of ^10 each, by creation of an additional 5,00,000 (Five
Lakh) equity shares of ^10 each.
The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31,
2025, stood at ^5,40,00,000 divided into 54,00,000 (Fifty-Four Lakh) equity shares of ^10
each.
During the year, the Shareholders of the Company approved the issue of 50,00,000 (Fifty
Lakh) warrants convertible into equity shares. The Company has applied to BSE for
in-principle approval, which is presently pending at the authority level.
During the year under review, the Company has not issued any shares with differential
voting rights, stock options, sweat equity shares, warrants (other than the aforesaid), or
convertible securities. None of the Directors of the Company held any instruments
convertible into equity shares of the Company. There has been no instance where the
Company has failed to implement any corporate action within the prescribed time limits
Transfer to General Reserve
During the year under review, the Company did not transfer any amount to General
Reserve and the entire amount of profits for the year forms part of the 'Retained
Earnings'.
Directors and Key Managerial Personnel:
Retire by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Ms. Vibha Jain (DIN: 09191000), Non-Executive
Director of the Company retires by rotation at the 31st Annual General Meeting of the
Company and being eligible, offers herself for reappointment.
Details of Directors and Key Managerial Personnel
The Board of Directors of your Company is composed of Executive, Non-Executive and
Independent Directors. As on March 31, 2025, the Board of Directors consists of Eight (8)
Directors, of which Three (3) Directors are Executive, Two (2) Directors are Non-
Executive Non- Independent and Three (3) are Independent Directors. The Board of Directors
includes Four (4) Women Directors as on 31st March, 2025.
During the Financial Year 2024-25, the following changes occurred in the Board of
Directors and Key Managerial Personnel of the Company
Mr. Akashdeep (DIN: 10298196), Independent Director of the Company stepped down from
the Board of the Company with effect from August 14, 2024.
Ms. Sunita Devi (DIN: 10697874) was appointed as an Additional Director (Independent)
by the Board of Directors in their meeting held on August 14, 2024 and his appointment as
a Non-Executive Independent Director was approved by the members in their meeting held on
September 30, 2024.
Ms. Twinkle Narula, Company Secretary and Compliance officer resigned from her position
w.e.f December 02, 2024 and subsequently to the end of financial Year Ms. Monika appointed
as Company Secretary and Compliance officer i.e. 30.05.2025
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part
D of Schedule II to the Listing Regulations, the Board has carried out the annual
performance evaluation of its own performance and the Directors individually. A structured
questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specified duties, obligations and governance. A separate exercise was carried out to
evaluate the performance of individual Directors, who were evaluated on parameters such as
level of engagement and contribution, independence of judgement, safeguarding the interest
of the Company and its minority shareholders etc.
The Independent Directors of the Company in their meeting without the presence of
Non-Independent Directors and members of the management reviewed the performance of
Non-Independent Directors, the Board of Directors as a whole and assessed the quality,
quantity and timeliness of flow of information between the management and the Board of
Directors. The performance evaluation of the Independent Directors was carried out by the
entire Board. The Board of Directors expressed their satisfaction with the evaluation
process.
Board of directors and its committee thereof
(a) Composition of the Board of Director
The Board of the Company is composed of individuals from diverse fields. The Board of
the Company is composed of Executive, Non-Executive, Independent Directors and Women
Director.
As on March 31, 2025, the strength of the Board of Directors of the Company was at
Eight Directors comprising of Three Executive, Two Non- Executive and Three Independent
Directors. The details of the Board of Directors as on March 31, 2025 are given below:
| Sr.No. |
Name of the Director |
Designation |
| 1 |
Ms. Reema Saroya |
Managing Director |
| 2 |
Mr. Lokesh Goyal |
Whole Time Director |
| 3 |
Mr. Mehul Jagdish Modi |
Executive Director |
| 4 |
Ms. Megha Jain |
Non- Executive Director |
| 5 |
Ms. Vibha Jain |
Non- Executive Director |
| 6 |
Ms. Sunita Devi |
Independent Director |
| 7 |
Mr. Ankur Verma |
Independent Director |
| 8 |
Mr. Akash Rai |
Independent Director |
The composition of the Board also complies with the provisions of the Companies Act,
2013 and regulation 17 (1) of SEBI (LODR) Regulations, 2015.
All the Independent Directors had furnished to the Company a declaration under section
149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as
provided under section 149(6)of the Companies Act,2013 and SEBI Listing Regulations.
(b) Board Meetings
The Board/Committee meetings are pre-scheduled and proper notices of Board and
Committee meetings is circulated to the Directors well in advance to enable them to plan
their schedules and to ensure their meaningful participation in the meetings.
During the year ended March 31, 2025, Six (06) Board Meetings were held by the Company.
The gap between two Board meetings was in compliance with the provisions of the Act and
the SEBI (LODR) Regulations, 2015. Details of the Directors as on March 31, 2025 and their
attendance at the Board meetings during the financial year ended March 31, 2025 are given
below:
| Name of Directors |
Date of Meeting |
|
22.04.2024 |
14.08.2024 |
22.10.2024 |
02.12.2024 |
28.01.2025 |
08.02.2025 |
| Reema Saroya |
? |
? |
? |
? |
? |
? |
| Lokesh Goyal |
? |
AB |
AB |
AB |
? |
? |
| Mehul Jagdish Modi |
? |
AB |
AB |
AB |
? |
? |
| Megha Jain |
? |
? |
? |
? |
? |
? |
| Vibha Jain |
AB |
AB |
AB |
AB |
? |
? |
| SUNITA DEVI* |
NA |
? |
? |
? |
? |
? |
| ANKUR VERMA |
? |
? |
? |
? |
? |
? |
| AKASH RAI |
? |
AB |
AB |
AB |
? |
? |
| Akashdeep** |
? |
NA |
NA |
NA |
NA |
NA |
**Mr. Akashdeep (DIN: 10298196), Independent Director of the Company stepped down from
the Board of the Company with effect from August 14, 2024.
*Ms. Sunita Devi (DIN: 10697874) was appointed as an Additional Director (Independent)
by the Board of
Directors in their meeting held on August 14, 2024 and his appointment as a
Non-Executive Independent Director was approved by the members in their meeting held on
September 30, 2024.
Annual General Meeting ("AGM") during the financial year ended March 31, 2025
held on 30th September,2024 and all the Directors were present in the meeting.
(c) Board Committees
(i) Audit Committee
Pursuant to Regulation 18 read with Part C of Schedule II of SEBI (LODR) Regulations,
2015, The Composition of Audit Committee as on March 31, 2025 comprises of Mr. Ankur
Verma, Ms. Reema Saroya and Ms. Sunita Devi.
Mr. Ankur Verma, Independent Director, is the Chairman of the Audit Committee. The
representatives of Internal and Statutory Auditors are invitees to Audit Committee
meetings and the Company Secretary acts as the Secretary of the Audit Committee.
During the financial year ended March 31, 2025, 5 (Five) meetings of the Audit
Committee were held on April 22, 2024, August 14, 2024, October 22, 2024, January 28,2025
and February 08, 2025 which were attended by the members of the Committee. During the year
under review, there were no instances when the recommendations of the Audit Committee were
not accepted by the Board.
(ii) Nomination & Remuneration Committee
Pursuant to Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations,
2015, The composition of Nomination and Remuneration Committee as on March 31, 2025
comprises of Mr. Ankur Verma, Ms. Megha Jain and Ms. Sunita Devi all of whom are Non-
Executive Directors.
Mr. Ankur Verma, Non-Executive Independent Director of the Company, is the Chairman of
the Nomination and Remuneration Committee.
During the financial year ended March 31, 2025, the meeting of the Nomination and
Remuneration Committee were held on April 22, 2024, August 14, 2024 and 2nd December,2024
which were attended by the members of the Committee
(iii) Stakeholders' Relationship Committee
Pursuant to Regulation 20 read with Part D of Schedule II of SEBI (LODR) Regulations,
2015, the composition of Stakeholders Relationship Committee as on March 31, 2025
comprises of Three Member i.e. Ms. Megha Jain, and Ms. Sunita Devi all of whom are Non-
Executive Directors.
Ms. Megha Jain, Non-Executive Director, is the Chairman of the Stakeholders
Relationship Committee.
During the financial year ended on March 31, 2025, 1 (One) meeting of the Stakeholders
Relationship Committee were held on April 22, 2024 which were attended by the members of
the Committee.
(iv) Corporate Social Responsibility Committee
Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not
applicable to the Company, hence no Corporate Social Responsibility Committee has been
formed. However, the Company tries in its best possible ways to involve itself in social
development activities.
Declaration of Independence from Independent Directors
Pursuant to Section 149 (6) and 149 (7) of the Act and Regulation 16(1)(b) and 25(8) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI
(LODR) 2015"], the Company has received a declaration of independence from all the
Independent Directors that they have complied with the criteria of independence and are
not disqualified from continuing as Independent Directors as of March 31, 2025. The
Independent Directors of the Company have confirmed compliance of relevant provisions of
Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.
With regard to integrity, expertise and experience (including the proficiency) of the
Independent Directors, the Board of Directors are of the opinion that all the Independent
Directors are persons of integrity and possess relevant expertise and experience and their
continued association as Directors will be of immense benefit and in the best interest of
the Company
Internal Control Systems and their Adequacy
The details of Internal Control Systems and their adequacy have been discussed in the
Management Discussion and Analysis Report under the title 'Internal Control Systems'.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of
your Company, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b) the directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as on March 31, 2025 and of the profit
and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto excluding
the information on employees' particulars which is available for inspection by the members
at the Registered office of the company during business hours on working days of the
company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in advance.
No employee has received remuneration in excess of the limits set out in rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
during FY 2024-25.
Change in the Nature of Business
As required to be reported pursuant to Section 134(3)(q) of the Companies Act, 2013
read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the
nature of business carried on by the Company during the financial year 2024-25.
Website Link for Annual Return
Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules made
thereunder, the Annual Return of the Company for the Financial Year ended on March 31,
2025 is available on the Company's website at www.osiajeehdl.com
Auditors & their Report
a) Statutory Auditors:
The Board of Directors, on the recommendation of the Audit Committee, has recommended
for the approval of the members for reappointment of M/s. S C Mehra & Associates LLP,
Statutory Auditors for Second term of Five years commencing from the conclusion of this
AGM till the conclusion of the 32nd Annual General Meeting of the Company.
The Statutory Auditors' Report forms part of the Annual Report. There is no audit
qualification, reservation or adverse remark for the year under review. There was no
instance of fraud during the year under review, which required the Statutory Auditor to
report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed
thereunder.
b) Secretarial Auditor & Annual Secretarial Compliance Report:
In accordance with the provisions of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and relevant provisions of the Act and
rules made thereunder, Chandrasekaran Associates, Company Secretaries, (FRN:
P1988DE002500) were appointed as Secretarial Auditors of the Company for a financial year
2025-26 subject to approval of members at the ensuing AGM.
The Secretarial Audit Report is annexed as Annexure- II and form an integral part of
this report.
The Secretarial Auditor has not expressed any qualification, reservation or adverse
remark in their Secretarial Audit Report for the year under review.
The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of
Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08,
2019, is uploaded on the website of the Company i.e. www.osiaieehdl.com.
c) Internal Auditor:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial disclosures.
Pursuant to Section 138 of Companies Act, 2013 read with Companies (Accounts) Rules,
2014, the Company had appointed M/s. Rajan Beri & Associates, Chartered Accountants as
Internal Auditor of the Company for the FY 2024-25 and as per their Internal Audit Report
no reportable weakness in the system was observed.
The Board of Directors in their meeting held on May 30, 2025 has appointed M/s. Rajan
Beri& Associates, Chartered Accountants as the Internal Auditor of the Company for the
Financial Year 2025-26.
d) Cost audit
In terms of the provisions of Section 148 and all other applicable provisions of the
Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, appointment
of Cost Auditor is not applicable to our company.
Risk Management
The Company has a comprehensive Risk Assessment and Minimization Procedure which
enables it to take certain risks to remain competitive and achieve higher growth and at
the same time mitigate other risks to maintain sustainable results. The Company's
activities expose it to a variety of Financial Risks which are Market Risk, Credit Risk,
Liquidity Risk and Capital Risk.
Public Deposits
During the year under review, your Company has not accepted or renewed any Deposit
within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.
Particulars of Contracts/ Arrangements with Related Party under Section 188
All contracts / arrangements / transactions entered by the Company during the year
under review with related parties were in the ordinary course of business and on an arm's
length basis. During the period under review, the Company had not entered into any
contract / arrangement / transaction with related parties which could be considered
material in accordance with the Policy on Materiality of and Dealing with Related Party
Transactions and accordingly, the disclosures in Form No. AOC-2 is not applicable. Details
of all related party transactions are mentioned in the notes to financial statements
forming part of the Annual Report.
The Audit Committee approves all the Related Party Transactions in compliance with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Omnibus approvals are obtained on a yearly basis for
transactions which are repetitive in nature. In terms of Regulation 23 of SEBI (LODR)
Regulations, 2015, the Company submits the disclosures of Related Party transactions to
the Stock Exchange and also publishes the same on its website every six months.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by
the Board is available on the official website of the Company at www.osiaieehdl.com.
Particulars of Loans, Guarantees or Investments by the Company under section 186
The Particulars of loans, investments or guarantees have been disclosed in notes to the
financial statements and the Company has duly complied with Section 186 of the Companies
Act, 2013 in relation to Loans, Investment and Guarantee during the financial year
2024-25.
Material Subsidiary
Pursuant to the thresholds laid down under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "Listing
Regulations"), for the FY 2024-25 Osiajee Agro Farms Limited is material subsidiary
of the Company. The board of directors of the Company has approved a Policy for
determining material subsidiaries which is in line with the Listing Regulations as amended
from time to time. The Policy has been uploaded on the Company's website and can be
accessed at www.osiaieehdl.com.
Performance of Subsidiary Company
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the
Companies Accounts) Rules, 2014, a statement containing salient features of financial
statements of wholly owned subsidiary
company in Form AOC-1 is attached as Annexure VI. The separate audited financial
statements in respect of the subsidiary shall be kept open for inspection at the
Registered Office of the Company. The Company will also make available these documents
upon request by any Member of the Company interested in obtaining the same. The separate
audited financial statements in respect of the wholly owned subsidiary are also available
on the website of the Company at www.osiaieehdl.com.
Material Changes affecting the financial position of the Company
During the year ended March 31, 2025, there were no material changes and commitments
affecting the financial position of the Company that have occurred to which financial
results relate and the date of the Report.
Dematerialization of Shares
Your Company has connectivity with the National Securities Depository Limited (NSDL)
& Central Depository Services (India) Limited (CDSL) for dematerialization of its
Equity Shares. The ISIN No INE186R01013 has been allotted for the Company's Shares.
Therefore, the members and/or investors may keep their shareholdings in the electronic
mode with their Depository Participant. As on March 31, 2025, 99.21% of the paid-up Equity
Share Capital stands in Demat mode and the remaining 0.79% Equity Shares were held in
physical mode, the details of which are as follows:
| Particulars |
No. of Shares |
% of Total Capital |
| Held in Demat form with CDSL |
4359328 |
80.73 |
| Held in Demat form with NSDL |
997872 |
18.48 |
| Held in Physical mode |
42800 |
0.79 |
| Total |
54,00,000 |
100.00 |
Listing of Shares
The shares of your Company are listed at Bombay Stock Exchange (BSE) Limited. The
applicable Annual Listing fee has been duly paid by the Company to the Stock Exchange for
the Financial Year 2024-25.
Subsidiary Companies
As on the last day of financial year under review, the Company has one Subsidiary-
Osiajee Agro Farms Limited, the wholly owned subsidiary.
Osiajee Agro Farms Limited was incorporated on September 29, 2021 to commence business
in Agro Farming. The wholly owned subsidiary Company is pursuing high growth agro farming
in Eucalyptus and Poplar trees in Hoshiarpur district of Punjab, the produce of which are
sold to nearby plywood industry as well as other wood-based manufacturers.
Consolidated Financial statement
The Audited Consolidated Financial Statements prepared by the Company are duly provided
in the Annual Report of the Company.
Dividend lying in the Unpaid Dividend Account
In compliance with the provision of Section 124 of the Companies Act, 2013 the Company
has transferred to the Unpaid Dividend Account the following amount:-
| Sr. No. |
Type of Dividend and Year |
Amount (in R) |
Year in which it will get transferred to IEPF |
| 1. |
Interim Dividend 2022-23 |
17,323.50 |
August, 2030 |
More details are available on the website of the Company at www.osiajeehdl.com
Corporate Governance
With reference to the captioned subject and regulation 15(2)(a) of the said regulations
the compliance with the corporate governance provisions as specified in regulations 17,
17A 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para C, D and E of the Schedule V shall not apply
to listed entity having paid up equity share capital not exceeding rupees Ten Crore and
net worth not exceeding rupees Twenty Five Crore, as on the last date of the previous
financial year. Hence Compliance with above mentioned provisions relating to Corporate
Governance are not applicable to your Company.
Secretarial Standards of ICSI
The Secretarial Standards issued and notified by the Institute of Company Secretaries
of India as amended/replaced from time to time have been complied with by the Company
during the financial year under review.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and the Company's future operations.
Environment, Health and Safety
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources. The Company is committed to continuously take further steps to
provide a safe and healthy environment.
Nomination and Remuneration Policy
The Board of Directors has framed the nomination and remuneration policy which lays
down a framework in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. The policy also provides the criteria for determining
qualifications, positive attributes and Independence of Director and criteria for
appointment and removal of Directors, Key Managerial Personnel / Senior Management which
are considered by the Nomination and Remuneration Committee and the Board of Directors.
The nomination and remuneration policy is displayed on the Company's website
atwww.osiajeehdl.com. Human Resource /Industrial Relations
A detailed section on Human Resource/Industrial Relations is provided in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
Vigil Mechanism and Whistle Blower Policy
The Company has implemented Vigil Mechanism & Whistle Blower policy. The policy
inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics, policies, improper practices or alleged wrongful conduct in the Company may report
the same to Chairman of the Audit Committee or Managing Director of
the Company. The Identity of the Whistle Blower shall be kept confidential to the
greatest extent possible.
The detailed procedure is provided in the policy and the same is available on official
website of the Company at following link www.osiajeehdl.com.
During the year under review, there were no instances of fraud reported to the Audit
Committee/ Board. Further, all recommendations of the Audit Committee were accepted by the
Board.
Familiarization Program for Independent Directors
A policy on familiarization program for independent directors has been adopted by the
Company. All new Independent Directors inducted to the Board are presented with an
overview of the Company's business operations, products, organization structures and about
the Board Constitutions and its procedures. The policy is available at company's website
www.osiajeehdl.com.
Disclosure under Sexual Harassment of Women at workplace (Prevention, Prohibition
&Redressal) Act 2013.
The Company is committed to maintaining a productive environment for all its employees
at various levels in the organization free of sexual harassment and discrimination on the
basis of gender. The Company has framed a policy on prevention of sexual harassment in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition &Redressal) Act, 2013. The number of employees being less than 10, the
Company is not required to constitute an Internal Complaint Committee however, to redress
complaints received regarding sexual harassment the Company has formed a complaint
mechanism which is mentioned in the policy. During the year under review, the Company had
not received any complaint of harassment. The policy is available at company's website
www.osiajeehdl.com.
Disclosure of Remuneration of Directors and Employees of the Company
Information as required under Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is annexed hereto as Annexure-III and forms part of this report.
Statutory Information
1. The particulars as required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect
of conservation of energy and technology absorption are not required to be furnished
considering the nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither earned nor used any
foreign exchange.
2. The Business Responsibility Reporting as required under SEBI (LODR) Regulation, 2015
is not applicable to your Company for the financial year under review.
3. A certificate from a Company Secretary in practice that none of the Directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing
as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory
authority is annexed herewith as a part of the report.
Fraud Reporting
During the year under review, no fraud was reported to the Board of Director of the
Company.
Green Initiative
As a responsible corporate citizen, the Company welcomes and supports the 'Green
Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling
electronic delivery of the Annual Report to Shareholders at their e-mail address
previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do
the same. Those holding shares in demat form can register their e-mail address with their
concerned DPs. Shareholders who hold shares in physical form are requested to register
their e-mail addresses with the RTA, by sending a letter, duly signed by the first/sole
holder quoting details of Folio No.
Acknowledgement
Your directors wish to place on record sincere gratitude and appreciation, for the
contribution made by the employees at all levels for their hard work, support, and
dedication towards the Company.
Your directors thank the Government of India and the State Governments for their
co-operation and appreciate the relaxations provided by various regulatory bodies to
facilitate ease in compliance with provisions of law.
Your directors also wish to thank its customers, business associates, suppliers,
investors and bankers for their continued support and faith reposed in the Company.
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For and on behalf of the Board of Directors Of Osiajee Texfab Limited |
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| Place: Hoshiarpur Date: 28.08.2025 |
Sd/- Reema Saroya Managing Director DIN:08292397 |
Sd/- Vibha Jain Non-Executive Director DIN:09191000 |
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