Directors Report of Omega Ag-Seeds (Punjab) Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 32^nd Annual Report of the Company, together with the Audited
accounts for the financial year ended 31^st March’2024.

Financial Highlights (Rs. In Lakhs)

Particulars	2023-2024	2022-2023
Sales	0	0
Other Income	0	0
Total Income	0	0
Total Expenses	17.47	27.87
Profit/(Loss)Before Tax	(17.47)	(27.87)
Current Year Tax	0	0
Deferred Tax	0	0
Profit/(Loss)After Tax	(17.47)	(27.87)

State of Company Affairs

The Company is engaged in the business of Agri seeds processing/trading and could not do any business during
the financial year under review. The Board of Directors of your company are exploring the business
opportunities and are confident to start the business in the coming years.

Dividend

As the Company has not done any business and incurred losses, the Board of Directors has not recommended
any Dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2024.

Transfer to Reserves

As there is not profit, the Board of Directors could not propose to transfer any amount to the General
Reserve.

Changes in Share Capital

During the year under review, there is no change in the Capital Structure of the Company and Authorized
Share Capital was Rs.25,00,00,000/-divided into 2,50,22,000 Equity Shares of face value of Rs. 10/-
each and Paid-up share capital was Rs. 7,90,40,000/- divided into 79,04,000 Equity Shares of face value of
Rs. 10/- each.

Material Changes and Commitments affecting the Financial Position of the Company which have occurred
between 31^st March’2024 and 22^nd August’2024 (Date of the Report)

No Material Changes and Commitments affecting the Financial Position of the Company have occurred till
22^ndAugust’2024

Nature of Business

The Company is engaged in the business of Agri seeds processing/trading and there has been no change in
the nature of Business of the Company.

Public Deposits

During the year under review, the company has not accepted any deposit pursuant to the provisions of Sections
73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Annual Return

A copy of the Annual Return for the F.Y 2022-23 pursuant to the sub-section (3) of Section 92 of the Companies
Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014and forming
part of this Report is placed on the website of the Company as per provisions of Section 134(3)

(a) and is available at the following link: www.omegaagseeds.co.in
Director’s Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgements
and estimates that were 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 or Loss of the Company for the Yearunder review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this 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 had laid down Internal Financial Controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicablelaws
and that such system was adequate and operating effectively.

Directors and Key Managerial Personnel

a. Retirement by Rotation:

As per Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr.
Lakshmanarao Kondaveti (DIN: 07706939) who retires by rotation at the conclusion of this 32^nd AGM and
offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The
Directors recommend his re- appointment.

b. Composition of Board of Directors

As on March 31, 2024 the Board constitutes the following directors:

Sl. No.	Name of Director	DIN	Designation
1	Mr. Kondaveti Lakhsmanarao	07706939	Managing Director
2	Mr. M. Chowdary	06465841	Independent Director
3	Mrs. Geetha Rukmini Vankadaru	08162647	Independent & Non-Executive
4	Mr. A.V.V Satyanarayana		CFO

c. Changes in Directors and KMP:

During the year, there were no changes in the Directors and KMP Changes Subsequent the Financial
Year

Changes Subsequent the Financial Year

Till the date of the Directors’ Report, the following changes took place on the Board/KMP of the
Company:

Sl. No	Name of KMP		Nature of	Date of such
			Change	change
1	Ms. Nisha Chowdhary, officer	Company Secretary & Compliance	Appointment	11/05/2024

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as ‘Annexure-A’.

Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange
Earnings or Outflow.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Kashinath Sahu, Company
Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as ‘Annexure-B’.

During the year under review, there were no qualifications, reservations or adverse remarks reported by
Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his
duties as Secretarial Auditor.

Corporate Governance and Shareholders Information

In compliance with the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate report on corporate governance along with a certificate from a practicing Company Secretary
on its compliance and forms an integral part of this Board’s Report as “Annexure- C”.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion
and Analysis, is herewith annexed as ‘Annexure-D’

Number of Meetings of the Board and Director’s Attendance

During the year under review, four Meetings of the Board were convened and held, the details of which are
given in the Corporate Governance Report, which forms part of this report. The intervening gap between the
Meetings was within the limits prescribed under the Companies Act, 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carriedout
annual evaluation / annual performance evaluation, 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 specific duties, obligations and governance. The Directors expressed their satisfaction with the
evaluation process.

Declaration from Independent Directors on Annual Basis

The Company has received the Declarations from Mrs. Geetha Rukmini Vankadaru (DIN: 08162647) and Mr.
Muppavarapu Chowdary (DIN: 06465841) Independent Directors of the Company to the effect that they are
Meeting the criteria of Independence as provided in sub-section (6) of section 149 of the Act and of sub-rule
(1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

22 | Omega AG Seeds Punjab Limited

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and
experience (including the proficiency) of the independent directors.

Statutory Auditors

M/s. PPKG & Co, Chartered Accountants, Hyderabad (Firm Registration No. 009655S) were appointed as the
Statutory Auditors of the Company by the Board of Directors on 11 May 2024 to fill the casual vacancy caused
due to resignation of Existing Statutory Auditors M/s. Jaideep Gaddam & Associates, Chartered Accountants,
Hyderabad (Firm Registration No. 019149S) on 11^th May 2024. The new Auditors appointed by the Board hold
office until the conclusion of the 32nd AGM. Your Board recommends their appointment for a term of 5
consecutive years and shall hold office from conclusion of this AGM until the conclusion of 37^th Annual General
Meeting. Your directors recommend their appointment.

M/s. PPKG & Co, Chartered Accountants, Hyderabad (Firm Registration No. 009655S) have submitted the
Audited Financials with an un-qualified report for the F.Y 2023-24 and same forms part of the Annual Report.

Internal Control Systems and their Adequacy

The Company has an in-house Internal Control System, commensurate with the Size, Scale and Complexity of
its Operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual.
To maintain its objectivity and independence, the Internal Audit Function reports to the Chairmanof the Audit
Committee of the Board and to the Chairman and Management.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control System
in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all levels of
the Company.

Based on the report of Internal Audit Function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant Audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.

Trading of Equity Shares in BSE under Suspension

The Trading of Equity Shares is under suspension due to non-payment of Annual Listing Fees. The Company
has paid the entire listing fees dues up to 2024-25 and there no outstandings payable to the exchange. Now
the Company has applied for revocation of suspension and the Company is waiting for the BSE approval.

Audit Committee

The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies Act,2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Company Secretary of the Company acts as the Secretary of the Audit Committee. The Composition,
Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report. All the
recommendation made by the Audit Committee during the period were accepted by the Board of Directors.

Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in
accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Composition, Attendance, Powers and Role of the nomination & Remuneration Committee are included in
Corporate Governance Report.

Stakeholders Relationship Committee

The Composition, Attendance, Powers and Role of the Stakeholders Relationship Committee are included in
Corporate Governance Report. The Company Secretary of the Company acts as the Secretary of the
Stakeholders’ Relationship Committee.

Risk Management Committee

The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertainingto
forming of Risk Management Committee, is not applicable to the Company during the Financial Year under
review.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the
Financial Year 2023-2024, which is beyond the limits as per Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013

During the Year, the Company had not entered into any Contract or Arrangement with Related Parties which
could be considered ‘Material’ according to the Policy of the Company on materiality of Related Party
Transactions. There were no related party transactions with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the Company. Details of all related
party transactions are disclosed in the financial statements.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the
Documents of the following type:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant
transactions

Vigil Mechanism

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the
employees to bring to the attention of the management, the concerns about any unethical behavior by
using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or
suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company.
The web link for the policy is as follows: www.omegaagseeds.co.in

Policy on criteria for determining materiality of events

The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Regulations). The Policy is authorizing the mentioned Key Managerial Personnel for the purpose of
determining materiality of an event or information of the Company and to ensure that such informationis
adequately disseminated in pursuance with the Regulations and to provide an overall governance framework
for such determination of materiality.

Policy on directors’ appointment, remuneration & other details

The Company’s remuneration policy is directed towards rewarding performance based on review of
achievements periodically. The remuneration policy is in consonance with the existing industry practice.

The Company’s shareholders may refer the Company’s website for the detailed Nomination & Remuneration
Policy of the Company on the appointment and remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a Director; and other matters provided under sub- section
(3) of section 178.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going
Concerns Status and Company’s Operations in future

The Company has not received any Significant or Material Orders passed by any Regulatory Authority,
Court or Tribunal which shall impact the Going Concern Status and Company’s Operations in future.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies during the period under
review.

Industrial Relations

Employee relations during the period under review continued to be healthy, cordial and harmonious at all
levels and your Company is committed to maintain good relations with the employees. It has taken various
steps to improve productivity across the organization.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company
has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business

opportunities. At present, the Company has not identified any element of risk which may threaten the
existence of the Company.

Transfer of Amounts to Investor Education and Protection Fund

Your Company does not have any Unpaid or Unclaimed amounts/Unclaimed Securities lying for a period of seven
years. Therefore, there were no Funds/Securities which were required to be transferred to Investor Education
and Protection Fund (IEPF).

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company does not have any Employee who is employed throughout the Financial Year and in receipt of
Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year andin receipt of
Rs.8.50 Lakhs or more per month.

Corporate Social Responsibility

The Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are
not applicable to our Company

Maintenance of Cost Records

The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not
applicable to the Company.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for
prevention of Insider Trading and the Code for Corporate Disclosures (“Code”), as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders
at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by
dealing in Shares of the Company by its Directors, Designated Employees and other Employees. The Company
also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees
and other Employees from Trading in the Securities of OMEGA AG SEEDS PUNJAB LIMITED at the time, when
there is Unpublished Price Sensitive Information.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace as per “The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified. Under the said Act, every
Company is required to set up an Internal Complaints Committee to look into complaints relating to Sexual
Harassment at workplace of any women employee. As required under law, an Internal Compliance Committee
has been constituted for reporting and conducting inquiry into the complaints made by the victim on the
harassments at the workplace. During the Year under review, no complaint of harassment at the workplace
was received by the Committee.

Acknowledgement

Your Directors take this opportunity to place on record the valuable co-operation and continuous support
extended by its valued business associates, Auditors, Consultants, Supplier, Customers, Banks / Financial
Institutions, Government authorities and the shareholders for their continuously reposed confidence in the
Company and look forward to having the same support in all its future endeavors.

Your Directors also wish to place on record their sincere appreciation for significant contribution made by the
employees at all the levels through their dedication, hard work and commitment, thereby enabling the
Company to boost its performance during the year under report.

Date: August 22, 2024 By Order of the Board of Directors

Place: Hyderabad

Sd/- Sd/-

Lakshmanarao Kondaveti Geetha Rukmini Vankadaru

Managing Director Director

(DIN: 07706939) (DIN: 08162647)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

(Amount in INR)

Particulars As on 31st As on 31st March, 2015 March, 2014

Gross Income 445.66 88.62

Total Expenditure 438.59 84.90

Profit Before Tax 7.07 3.71

Provision for Taxes / Deferred Tax 2.26 1.07

Net Profit 4.81 2.64

Loss brought forward from previous year - -

Amount available for appropriations 4.81 2.64

Appropriations

Transfer to General Reserve - -

Balance carried forward to next year 4.81 2.64

2. OPERATIONAL HIGHLIGHTS;

During the last year under review your Company recorded revenues of Rs 445.66 Lakhs as against previous year's revenues of Rs.88.62 lakhs depicting a growth rate of 500% and earned Profit before tax (PBT) of Rs.7.07Lakhs Your directors are sincerely putting their efforts to rollout suitable growth strategies and initiate right measures for putting the company on right track.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

No changes in the nature of business has occurred affecting the business of the Company during the period under review

5. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW U/S 173(1)

During the year Six Board Meetings were convened and held. The intervening gap between the Meetings was in compliance with the Companies Act, 2013. The Details of such Board Meetings are hereunder:

Sl. Date of Board meeting Board strength No. of directors No. present

1 29 May 2014 6 5

2 14 Aug 2014 6 5

3 30 Aug 2014 6 5

4 14 Nov 2014 7 6

5 04 Dec 2014 7 6

6 14 Feb 2015 7 6

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Mr. Nerella Venkata Rama Mohan Rao as Managing Director, and Mrs. Leena N Parekh, Mr. Rakesh Kumar Jain, Mr. Venkata Raghunadh Nerella, Mr. Obul reddy Puppala, Mr. Muppavarapu Chowdary, and Mr. Veera Venkata Satyanarayana Aakana acting as directors of the Company.

The Company had on the recommendation of the Board of Directors appointed Mr. M Chowdary and Mr. VV Satyanarayana A as an Independent Directors with effect from 30.9.2014.

During the period under review, Mr. Nerella Venkata Rama Mohan Rao retires by rotation at the forth coming Annual General Meeting and being eligible offer themselves for reappointment.

Your Company has appointed Mr. Nerella Venkata Rama Mohan Rao and Mr. Venkata Raghunadh Nerella as a Key Managerial Personnel.

According to Section 204 of the Companies Act 2013 read with rule no. 8 of the Companies (Appointment and Remuneration of Managerial Personal) Rules 2014, your company is required to appoint a full time company secretary.

The Board of directors of your company has made all efforts to appoint a full time company secretary. However, due to scarcity of qualified Company Secretaries, the Company was not able to appoint a full time company secretary. Your directors are making efforts to recruit a company secretary.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

10. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure - 1 and is attached to this Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged in the agriculture seeds trading sector and therefore conservation of energy, technology absorption etc. is nil. Since the Company has not done any Manufacturing operations during the year under review. However, the Company follows a practice of purchase and use of energy efficient electrical and electronic equipment and gadgets in its operations.

There was no foreign exchange inflow or outflow during the year under review.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board formulated a Risk Management Policy on the recommendations of the Audit Committee of the Board of Directors. The Policy provides for review of the operations of the organization, identification of potential threats to the organization, estimating the likelihood of their occurrence and then taking appropriate action to address the most likely threats. The Policy also provides for periodical placement of such a report before the Board for its review and to ensure that management controls risk through means of a properly defined frame work

In the opinion of the Board, risk of fluctuations in raw material prices and changes in Government Policies are the elements of risk that may threaten the existence of the Company.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not incurred any expenditure on Corporate Social Responsibility during 2014-15 as the provisions of Section 135 of the Companies Act 2013 are not applicable.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

16. DECLARATION OF INDEPENDENT DIRECTORS

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(7) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

According to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 Board of Directors of your company constituted Audit Committee comprises of three Directors as members. Two-thirds of the members of audit committee are Independent directors.

All members of audit committee have the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows, and one member have accounting or related financial management expertise. The Chairman of the Audit Committee is an independent director.

The Audit Committee met Four times during the year. Further details relating to Audit Committee are dealt with in Corporate Governance Report forming part of this report.

19. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

(a) in the preparation of the annual accounts, 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 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 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

20. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviour in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern.

22. SECRETARIAL AUDIT REPORT

M/s. Manjula & Associates, Company Secretaries, Hyderabad, bearing M.No 31661 and C.P. No. 13279, were appointed as Auditors for secretarial audit for the year 2014- 15 under Sec. 204 of the Companies Act, 2013 and they have submitted their report.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Committee comprises three members and two of them are Independent non executive Directors.

The Managing Director attended the meetings to answer the queries raised by the Committee members.

* Terms of reference in brief as specified by the Board of Directors

* To identify persons who are qualified to become Director and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board for their appointment and removal and to evaluate performance of each director.

* To formulate criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

Remuneration Policy:

* To ensure level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

* To ensure relationship of remuneration to performance is clear and meets appropriate performance benchmarks

To ensure remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

25. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

26. STATUTORY AUDITORS

M/s. Mudili Vijaya Krishna & Associates, Chartered Accountants, Vijayawada were appointed as Statutory Auditors for a period of five years in the previous Annual General Meeting held on 30th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

27. SHARES

a) Buy Back Of Securities

Your Company has not bought back any of its securities during the year under review.

b) Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSED) ACT, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

30. STATEMENT ON EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company is having Nomination and Remuneration Policy formulated by Nomination and Remuneration Committee and approved by the Board of Directors under Section 178 of the Companies Act, 2013. The Policy contains criteria for evaluation of the Board of its own performance during the year and that of its Committees and Individual Directors.

In accordance with the criteria for evaluation contained in the policy of the Company the Board of Directors carried out evaluation of its own performance during the year and that of its four Committees - Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The performance evaluation of the Individual Directors was also carried out as per the evaluation criteria contained in the policy. The Board took the same on record at the Board Meeting held on 25th May 2015.

31. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, consultants and various Government Authorities, particularly, the Reserve Bank of India for their continued support extended to your Company's activities during the year under review. Your Directors also acknowledges gratefully the holding company for its support and confidence reposed on your Company.

By Order of the Board For Omega AG Seeds (Punjab) Limited

Sd/- Place : Hyderabad [N.V.R. MOHAN RAO] Date : 29th August , 2015 Managing Director

---

Mar 31, 2014

The Members

The Directors of your Company have pleasure in presenting 22nd Annual Report together with Audited Accounts of the Company for the year ending 31st March, 2014.

FINANCIAL RESULTS

The financial results of the Company are as under:

(Rs. In Lakhs)

S,No. Particulars As on As on 31-03-2014 31-03-2013

1 Turnover(including Interest Income) 88.61 127.77

2 Operating and Administration Expenses 84.01 114.94

3 Financial Charges - 0.25

4 Depreciation 0.61 0.72

5 Profit/(Loss) 3.99 11.85

6 Provision for tax 1.07 2.29

7 Net Profit/(Loss) 2.64 9.56

OPERATIONAL HIGHLIGHTS;

During the year under review the company has reported net profit of Rs 2.64 lakhs as against the previous year profit of Rs.9.56 lakhs. It was due to decrease in net sales during the year. Your directors are sincerely putting their efforts to rollout suitable growth strategies and initiate right measures for putting the company on right track.

PERSONNEL:

None of the employees of the Company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217 of the Companies Act, 1956. The information under section 217 of the Companies Act, 1956 is nil.

CORPORATE GOVERNANCE

In terms of schedule of implementation of corporate governance under clause 49 of listing agreement with stock exchanges, the company has complied with the said provisions.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information as per section 217(1)(e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is nil. Since the company has done only trading operations and has not done any manufacturing operations during the year under review

DIRECTORS

During the period under review, Mrs. Leena Nitin Parekh retire by rotation at the forth coming Annual General Meeting and being eligible offer themselves for reappointment. Mr. Niral Nitin Parekh, liable to retire by rotation, and who does not seek re-appointment upon expiry of his term at this Annual General Meeting, be not re-appointed a Director of the Company.

LISTING

The securities of the Company are at present listed at Bombay Stock Exchange Limited, Mumbai

AUDITORS REPORT

The Auditors report on the accounts is self-explanatory and requires no comments. AUDITORS

The auditors M/s. Mudili Vijaya Krishna & Associates, Chartered Accountants, Vijayawada retire at the conclusion of forth coming Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditor of the Company for the next five consecutive financial years i.e., till the conclusion of the annual general meeting 2018-19 subject to ratification in every annual general meeting.

PUBLIC DEPOSITS

During the year under review the company has not accepted any deposits from public in accordance with the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 as amended, the Board of Directors confirm that in the preparation of the Statement of Profit and loss for the year ended March 31,2014 and the Balance Sheet as at that date:—

- The applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of 31st March, 2014 and the profit of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on a going concern basis.

FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company has neither earned any foreign exchange nor incurred any expenditure in foreign exchange during the year under review.

ACKNOWLEDGEMENT

The Board of Directors wishes to record it''s gratitude to the banks and concerned government agencies for their cooperation and to the shareholders for trust reposed by them.

By Order of the Board

For Omega AG Seeds (Punjab) Limited

Sd/-

Place : Hyderabad [N.V.R. MOHAN RAO]

Date : 30th August , 2014 Managing Director

---

Mar 31, 2013

To The Members

The Directors of your Company have pleasure in presenting 21 stAnnual Report together with Audited Accounts of the Company for the year ending 3151 March, 2013.

FINANCIAL RESULTS

The financial results of the Company are as under:

(Rs. In Lakhs)

S. No. Particulars As As 31/03/2013 31/03/2012

1. Turnover(including Interest Income) 127.77 264.67

2. Operating and Administration Expenses 114.94 255.89

3. Financial Charges 0.25 8.11

4. Depreciation 0.72 0.67

5. Profit(Loss) 11.86 2.33

6. Provision for tax 2.29 0.65

7. Net Profit/(Loss) 9.57 1.68

OPERATIONAL HIGHLIGHTS;

During the under review the company has reported net profit of Rs 9.57 lakhs as against the previous year profit of Rs 1.68 lakhs. It was due to increase in other Income and reduction in operating and administrative expenses during the year. Your directors are sincerely putting their efforts to rollout suitable growth strategies and initiate right measures for putting the company on right track.

PERSONNEL:

None of the employee of the Company is in receipt of remuneration for whole / part of the year exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956. The information under section 217(2A) of the Companies Act, 1956 is nil.

CORPORATE GOVERNANCE

In terms of schedule of implementation of corporate governance under clause 49 of listing agreement with stock exchanges, the company has complied with the said provisions.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information as per section 217(1)(e) of the companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is nil.

DIRECTORS

During the period under review, Mr. Rakesh Kumar Jain and Mr. Venkata Raghunadh Nerella retire by rotation at the forth coming Annual General Meeting and being eligible offer themselves for reappointment. The Company received representation u/s. 274(1 )(g) of the Companies Act, 1956 from all the directors regarding compliance thereof during the year.

LISTING

The securities of the Company are at present listed at Bombay Stock Exchange Limited, Mumbai

AUDITORS REPORT

The Auditors report on the accounts is self-explanatory and requires no comments. AUDITORS

The auditors M/s. Sankaram & Associates, Chartered Accountants, Hyderabad retire at the conclusion of forth coming Annual General Meeting and have expressed their unwillingness to be reappointed as Statutory Auditor of the Company in the ensuing AGM. Your directors propose appointment of Mudili Vijaya Krishna & Co.chartered Accountants as statutory auditors of the company until the conclusion of Next Annual General Meeting. M/s Mudili Vijaya Krishna & Co have confirmed to the effect that their appointment, if made, will be in accordance with the provisions of section 224 of the Companies Act, 1956.

PUBLIC DEPOSITS.

During the year under review the company has not accepted any deposits from public in accordance with the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 as amended, the Board of Directors confirm that in the preparation of the Statement of Profit and loss for the year ended March 31,2013 and the Balance Sheet as at that date:—

- The applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of 31s1 March, 2013 and the profit of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wishes to record its gratitude to the banks and concerned government agencies for their cooperation and to the shareholders for trust reposed by them.

By Order of the Board

For Omega AG Seeds (Punjab) Limited

Sd/-

Place : Hyderabad [N.V.R. Mohan Rao]

Date : 5th September, 2013 Managing Director

---

Mar 31, 2010

The Directors of your company have pleasure in presenting, 18-Ann al Report together with Audited Accounts of the Company for the year ending 31st March,20I0..

FINANCIAL RESULTS

The financial results of the company are as under:

S.No. Particulars as as 31/3/2010 31/3/2009

1. Turnover(including Interest Income) 12.03 12.83

2. Operating and Administration Expenses 8.59 12.29

3. Financial Charges 0.32 0.66

4. Depreciation 0.64 0.63

5. Profit/(Loss) 3.43 0.54

6. Provision fro I-TAX/FBT 0.97 0.00

7. Net Profit/(Loss) 2.37 0.45



PERSONNEL

None of the employee of the company is in receipt of remuneration tor whole/part of the year exceeding the limit prescribed under section217 (2A) of the companies Act 1956. The informations under section 217(2 A) of the companies Act, 1956 are nil.

CORPORATE GOVERNANCE

In terms of schedule of implementation of corporate governance under clause 49 of listing agreement with stock exchanges, the company has complied with the said provisions before 31st March, 2010. .

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information as per section 217( 1)(e) of the companies Act 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is given in annexure which forms part of this report.

DIRECTORS

During the period under review Sh N N Parekh and Sb Sitaram D Cbawan retires by the rotation at the forth coming Annual Geueral Meeting and being eligible, offer themselves for reappointment. The company has also received representation US 274(!)g of the companies Act, 1956 from all the Directors regarding compliance thereof during this year. Sh Ajay Kumar Singh Director resigned.

LISTING

The securities of the company are at present listed at Bombay Stock Exchange Limited, Mumbai.

AUDITORS REPORT

The Auditors Report on the accounts is self-explanatory and requires no comments.

AUDITORS

The anditors M/s Jaideep Sharma and Co. Chartered Accountants, Manimajra, Chandigarh retire at the conclusion of forth coming Annual General Meeting and being eligible, offer Uiemselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2 A A) of die companies Act 1956 with respect to Directors Responsibility statement; it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies, applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the sate of affairs of the company at the end of the financial year and of the-profit or loss of the company for the year under review.

3. The directors had been taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the accounts for the financial year ended 31st March, 2010 on a Going Concern basis.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company bas neither earned any foreign exchange nor incurred any expenditure in foreign exchange during the year under review.

ACKNOWLEDGMENTS

The board of directors wishes to record its gratitude to the banks and concerned Government agencies for their co-operation and to the shareholders for trust reposed by them

BY ORDER OF THE BOARD

For OMEGA AG-SEEDS (PUNJAB) LTD.

Place: Chandigarh (L N PAREKH)

Date: 15/07/2010 CHAIRPERSON