As on: May 01, 2024 01:09 AM
To
The Members,
Oswal Greentech Limited
Your directors take pleasure in presenting the 41st Annual Report on the business and operations of the Company together with the audited IND- AS financial statements for the financial year ended March 31,2023:
1. FINANCIAL SUMMARY
The Company's financial performance for the year under review alongwith previous year's figures are given hereunder:
Performance overview
The Company is primarily engaged in the business of real estate development and construction activities.
Project Centra Greens-Ludhiana
The Company's promoted residential complex project at Ludhiana which had successfully sold 378 flats out of 538 flats during the financial year ended March 31,2023. The management of the company is motivated by the positive response of the project and Company is making all efforts to explore various other locations for its real estate business to generate greater returns for the company.
Also, during the financial year 2020-21, the Company had recognised its share of flats in residential project namely "CENTRA GREENS" in Ludhiana, Punjab which was promoted by the Company as per the Joint development Agreement entered into with the developer in financial year 2020-21. During financial year 2022-23, the company has sold 3 flats out of unsold inventory of flats in the project.
Real estate project at Barnala, Punjab
During the financial year 2021-22, the Company has commenced another real estate project at Barnala, Punjab wherein the Company proposes to develop land admeasuring 57 acres (approx.) into a residential/ commercial project which may inter alia include the development of a colony by carving out the plots of different sizes and dimensions on the Land so as to allot, transfer and sell the same as such or by constructing thereon villas/independent floors, commercial shops, SCO's, multistoried buildings etc. The project is expected to complete in the third quarter of financial year 2023-24 and thereafter the sales shall be commenced.
Other Income:
During the year, the Company has also received income from interest on Inter-Corporate deposits (ICDs) and investments in mutual funds. The financial performance highlights for the year ended March 31,2023, are as follows -
The net income from operations achieved during the year is Rs. 2,049.88 lakh as compared to Rs. 2,401.48 lakh in previous year. The net profit after tax is Rs. 3,787.83 lakh as compared to Rs. 4,605.34 lakh in the previous year.
2. STATE OF AFFAIRS
The Company is engaged in the real estate activities and investment of surplus funds including inter corporate deposits. There has been no change in nature of business of the Company during the financial year ended March 31,2023.
3. SUBSIDIARY COMPANY AND ASSOCIATES
The Company doesn't have any subsidiary or associate.
4. DEPOSITS
During the year under review the Company did not invite or accept any Deposits within the meaning of sections 73 and 76 of the Companies Act, 2013 and the relevant Rules made thereunder as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.
5. RESERVES
Your directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings'.
6. DIVIDEND
Your directors, on July 6, 2022, declared an interim dividend of Rs. 1.50 per equity share (face value of Rs. 10 each) for the financial year ended March 31, 2023, and have not recommended any final dividend for the said financial year. The interim dividend was paid to shareholders whose names were on the register of members of the Company as on July 18, 2022 (being the record date fixed for this purpose). The dividend distribution policy of the Company is also annexed herewith as Annexure ‘A'.
7. MATERIAL CHANGES AND COMMITMENT AFFECTING 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 report which may affect the financial position of the company or may require disclosure.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
There were no significant or material orders passed by the regulators, courts and tribunals during the year ended March 31,2023.
9. AUDITORS
(i) Statutory Auditors and their report:
The members of the Company at the 40th Annual General Meeting held on September 28, 2022 had appointed M/s Oswal Sunil & Company, Chartered Accountant (Firm Registration No. 016520N) as the Statutory Auditors of the Company to hold office for a term of 5 consecutive years i.e. from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting to be held in the year 2027.
M/s Oswal Sunil & Company, Chartered Accountants have consented their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with section 139 read with section 141 of the Companies Act, 2013.
M/s Oswal Sunil & Company, Chartered Accountants, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board' of the ICAI.
There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the financial statements of the Company for the year ended March 31,2023.
(ii) Secretarial Auditors and their report
Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s CT & Company, Company Secretaries, to undertake the secretarial audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report issued in this regard in form no. MR-3 is annexed as Annexure ‘B'.
The Secretarial Auditor's report doesn't contain any qualification or reservation requiring explanation or adverse remark.
Also, a secretarial compliance report for the financial year ended March 31,2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s CT & Company, Secretarial Auditors and submitted with the National Stock Exchange of India Ltd. and BSE Limited.
M/s CT & Company, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed that they are eligible for the said appointment.
(iii) Internal Auditors and their report
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s SVP and Associates, Chartered Accountants, New Delhi (FRN: 003838N) as Internal Auditors of the Company for the financial year 2022-23.
The Internal Auditor's reports are periodically submitted with the Audit Committee for its review and further course of action thereon.
10. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors and the Secretarial Auditors of the Company have not reported any frauds to the Board of Directors under section 143(12) of the Companies Act, 2013, including rules made thereunder.
11. COMPLIANCE WITH SECRETARIAL STANDARDS DURING THE FINANCIAL YEAR 2022-23
During the financial year 2022-23, the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.
12. TRANSACTIONS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations 2015, your Company has formulated a policy on related party transactions. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
With reference to section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis.
During the year, the company has not entered into any contract or arrangement with related parties under section 188 of the Companies Act, 2013 which could be considered ‘material' (i.e. transactions exceeding ten percent of the annual turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of related party transactions. Form AOC-2 has been enclosed herewith in the prescribed format as Annexure-‘C'.
A detailed report on contracts & arrangements made with related parties as per applicable IND AS during the financial year 2022-23 being arm's length transaction have been reported and annexed as note no. 37 to the financial statements.
13. ANNUAL RETURN
Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available on the Company's https://oswalgreens.com/Home/content/Annual-Report/Annual-Report-&-Return
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of section 152 of the Companies Act, 2013, Dr. Aruna Oswal (DIN: 00988524) shall retire by rotation at the forthcoming AGM of the Company, and being eligible, offers herself for re-appointment. The relevant details are provided in the Notice.
As reported earlier,
(i) Mr. Anand Agrawal (DIN:07153559), Non-executive and Independent Director of the Company, has resigned from the position of Director of the Company w.e.f. April 29, 2022 on account of personal reasons.
The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mr. Agrawal during his association as a Non-executive Independent Director of the Company.
(ii) The Board of Directors, upon the recommendation of Nomination & Remuneration Committee, at their meeting held on July 6, 2022, has appointed Mr. Pulkit Gupta (DIN:07026809) as Non-executive and Independent Director of the Company w.e.f. July 6, 2022 for an initial term of 5 years which was subsequently approved by the shareholders of the Company at their 40th AGM held on September 28, 2022.
The policy on Directors' and KMP's appointment and remuneration, including the criteria for determining the qualifications, positive attributes and independence of Directors is enclosed as Annexure ‘D'.
Declaration from Independent Directors: The Company has received all the applicable declarations under section 149(7) of the Companies Act, 2013, rule 6(3) of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") from each Independent Director. There have been no circumstances affecting their status as independent directors of the Company. No Director of the Company is disqualified under any law to act as a director.
Further, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the databank of Independent Directors, pursuant to Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further they have confirmed that they shall comply with other requirements, as applicable under the said rule.
In the opinion of the Board, they fulfil the conditions for appointment/ reappointment as Independent Director on the Board. Further, in the opinion of the Board, the Independent Director also possess the attributes of integrity, expertise and experience as required to be disclosed under rule 8(5)(iiia) of the Companies (Accounts) Rule, 2014.
During the financial year 2022-23, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Act, 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;
(ii) they 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 period;
(iii) they have 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;
(iv) they have prepared annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operate effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2022-23.
16. AUDIT COMMITTEE
As on March 31,2023, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) members, namely Mr. Pulkit Gupta (DIN:07026809), Mr. Ayussh Sanghi (DIN:07102280), Mrs. Shikha Jain (DIN:02615074) and Mr. Akhil Bansal (DIN:07398573), all of them being Independent Directors. Mr. Pulkit Gupta (DIN:07026809), an Independent Director, is the Chairman of the Audit Committee.
Further, Mr. Anand Agrawal (DIN:07153559), Director (Independent & Non-executive) has resigned from the position of Independent Director of the Company w.e.f. April 29, 2022 and subsequently, Mr. Pulkit Gupta (DIN:07026809) was appointed as Director (Nonexecutive & Independent) w.e.f. July 6, 2022 and he has been designated as Chairman of Audit Committee in place of Mr. Agrawal.
The Audit Committee has met 5 times and reviewed the financial statements for each quarter/ financial year ended March 31,2023 and has not given any adverse observations.
The Board accepted the recommendations of the Audit Committee as and when made by the Committee during the year.
17. COST RECORDS
As required under rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable on the Company.
18. VIGIL MECHANISM
Your company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provides a respectful working environment not only for all its employees, but for all external parties too. Accordingly, the Board of Directors has formulated Vigil Mechanism Policy which is in compliance with the provisions of Section 177(10) of Companies Act, 2013 and thus, established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal.
It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://oswalgreens.com/FAQ REPORT IMG DIRannouncement report document 29576207.pdf
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out Corporate Social Responsibility Report as Annexure ‘E' in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://oswalgreens.com/FAQ REPORT IMG DIRannouncement report document 99668882.pdf
20. CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORTS:
The Corporate Governance and Management's Discussion and Analysis Reports, which form an integral part of this report, are set out in separate annexures to this report, along with the certificate from the Secretarial Auditors of the Company certifying compliance with the conditions of the Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Annexure ‘F' & ‘G' respectively
21. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act") and Rules framed therein. An Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment.
The Company is committed to providing a safe and conducive work environment to all of its employees and associates and it is ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.
The following is a summary of sexual harassment complaints received and disposed of during the year:
The Policy for Prohibition, Prevention and Redressal of Sexual Harassment at Workplace is posted on the website of the Company at https://oswalgreens.com/FAQ. REPORT IMG DIRannouncement report document 18737713.pdf
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
(A) The information required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
(a) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23:
(b) The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year 2022-23:
# The Independent Directors are entitled to receive sitting fees for meetings of Board and Committees thereof.
(c) The percentage increase in the median remuneration of employees in the financial year: 5.85%
(d) The number of permanent employees on the roll of the Company (as on March 31,2023): 81
(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 29.22% average increase in managerial remuneration & 8.68% average increase in remuneration of employees other than the managerial personnel.
(f) affirmation that remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.
Note: Leave encashment by any employees/ managerial personnel during the financial year 2022-23 in terms of the company's policy has not been included in the above.
(B) Particulars of Employees
23. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations, 2015.
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 meetings, 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 above criteria is based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairperson was also evaluated on the key aspects of her role.
24. INDEPENDENT DIRECTORS MEETING
The Independent Directors of the Company met on February 9, 2023, inter alia, to:
(i) Review the performance of non-Independent Directors and the Board of Directors as a whole;
(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;
(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
25. NUMBER OF MEETINGS OF BOARD
The Board of Directors has met 7 (Seven) times during the year ended March 31,2023, on 30.05.2022, 06.07.2022, 10.08.2022, 29.08.2022, 11.11.2022, 02.02.2023 and 10.02.2023. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
According to section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information.
The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.
Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. During the year the consultants were engaged for providing assistance in improvising IFC framework including preparation of Management Risk Control Matrix for various processes and deployment of Self-Assessment Tool.
Company has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on lines of globally accepted risk-based framework as issued by the committee of sponsoring organizations (COSO) of the treadway commission. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.
Company's internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. Company has a well- defined delegation of power with authority limits for approving revenue as well as expenditure.
Processes for formulating and reviewing annual and long-term business plans have been laid down. Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in regulation 17 of Listing Regulations) as of March 31, 2023. The assessment involved self-review, peer review and external audit.
M/s Oswal Sunil & Company, the statutory auditors of the Company has audited the financial statements included in this annual report for the financial year ended March 31, 2023 and has issued an separate report on our Internal Financial Control with reference to financial statements (as defined in section 143 of Companies Act 2013).
The company has appointed, M/s SVP and Associates, Chartered Accountants, New Delhi to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (M/s Oswal Sunil & Company) and the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as accounting and finance, procurement, employee engagement, travel, insurance, IT processes etc.
Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.
Adequacy of internal financial control with reference to financial statements: The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control System in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.
The internal financial controls were in operation during the reporting period from April 1, 2022 to March 31, 2023. Our management assessed the effectiveness of the Company's internal control over financial reporting as of March 31,2023.
M/s Oswal Sunil & Company, Chartered Accountants, assess the internal financial controls including the Entity Level Controls, Process Application and Transaction Controls and Information Technology General Controls.
The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action. The Audit Committee also meets statutory auditors to ascertain, inter-alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.
The Company has a comprehensive risk management framework. The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism. Compliance of secretarial functions is ensured by way of secretarial audit.
Based on its evaluation as defined in Section 177 of the Companies Act 2013 and Regulation 18 of Listing Regulations, our Audit Committee has concluded that, as of March 31,2023, our internal financial controls were adequate and operating effectively.
27. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF COMPANIES ACT, 2013
Particulars of loans given are provided under note no. 39 to the financial statement. Particulars of investment made are provided under note no. 5 and 11 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.
28. PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUT GO
(A) Information regarding conservation of energy and technology absorption: At Oswal Greentech Limited, our continuous approach is towards achieving maximum energy efficiency and absorption of technology in our operations and initiatives undertaken by the Company.
(B) Foreign exchange earning and outgo: During the year under review, there were no foreign exchange earnings and outgo.
29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
30. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF
There are no such events occurred during the period from April 01,2022 to March 31,2023, thus no valuation is carried out for the onetime settlement with the banks or financial institutions.
31. RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.
Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group's businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.
Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.
Our Risk Management Framework is designed to help the organization to meet its objectives through alignment of operating controls with the Company's mission and vision. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.
The Board of the Company has formed a risk management committee in their meeting held on June 25, 2021 to frame, implement and monitor the risk management plan for the Company. This committee shall be responsible for monitoring and reviewing the risk management plan and to ensure its effectiveness.
The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management policy has been posted on website of the Company at https://oswalgreens.com/FAQ REPORT IMG DIRannouncement report document 672360.pdf
32. CODE OF CONDUCT
In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has in place the policies/ codes which are revised from time to time according to applicable laws or as per need. The members of the Board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31,2023.
The annual report of the Company contains a certificate by the CEO and Managing Director in terms of Listing Regulations on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management.
33. HUMAN RELATIONS
Human resources play a significant role in your Company's growth strategy. Your Company emphasized on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year.
34. LISTING
Presently, the Company's equity shares are listed on the following Stock Exchanges:
(a) The National Stock Exchange of India Ltd., Mumbai
(b) BSE Limited, Mumbai
(c) The Calcutta Stock Exchange Limited
The equity shares of the Company listed and traded with National Stock Exchange of India Ltd. and Bombay Stock Exchange, Mumbai.
35. APPRECIATION AND ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.
Your Directors also place on record their appreciation for the excellent contribution made by all employees of Oswal Greentech Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.