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Directors Report of Oswal Agro Mills Ltd.

Mar 31, 2016

To,

The Members Oswal Agro Mills Limited

The Directors take the pleasure in presenting their 36th Annual Report and Audited Financial Statement of the Company along with Auditors'' Report thereon for the year ended 31st March, 2016.

Mr. Abhey Kumar Oswal, our founder Chairman left for his heavenly abode on 29th March, 2016 in Russia where he was exploring new business opportunities for the Company. He was truly a visionary leader who devoted his life for the growth and development of the Company and its business.

The Board of Directors take on record the immeasurable contribution made by Mr. Abhey Kumar Oswal in the growth of the Company. His untiring efforts have led the Company to be amongst the most successful, growth oriented and respected companies in the country. After promoting this Company at his early age, he had set up two sugar mills at Phagwara (Punjab) and Dhanaura (U.P) and had taken over the petrochemical plant from Union Carbide at Chembur, Mumbai.

He provided a strong leadership to the Company and the board of directors, management and other employees will always feel the vacuum created by his sudden death.

The Board of Directors have now elected Mrs. Aruna Oswal as the Chairperson of the Company. Mrs. Aruna Oswal comes from a business family and was actively engaged in the management and running of business concerns prior to her appointment in Oswal Agro Mills Limited as Additional Director. She is International Director in Lions Club International and is widely travelled across the globe. She will continue to implement the vision and ideology of Mr. Abhey Kumar Oswal.

FINANCIAL HIGHLIGHTS (Rs. in thousands)

PARTICULARS

Current Year

Previous Year

31.03.2016

31.03.2015

Operating & other Income

3,06,351.58

5,09,046.52

Profit/(Loss) before Depreciation & Provision for Taxation

66,858.43

1,85,238.35

Less : Depreciation

1,747.81

1,603.51

: Provision for Tax

17,402.32

38,564.00

: Deferred Tax

6,744.60

-

Profit/(Loss) after Depreciation & Tax

40,963.70

1,45,070.84

Add: Balance brought forward from Previous year

(4,90,241.95)

(6,35,282.97)

Less: Adjustment for Depreciation

-

29.82

Balance carried to Balance Sheet

(4,49,278.25)

(4,90,241.95)

REVIEW OF OPERATIONS & FUTURE OUTLOOK

During the year, the Company undertook trading activities in the real estate sector. The Company has earned Profit before tax of Rs.65110.62 thousands and Profit after tax of Rs.40963.70 thousands as against Profit before tax of Rs.183634.84 thousands and Profit after tax of Rs.145070.84 thousands in the previous year.

SUBSIDIARY COMPANY AND ASSOCIATES SUBSIDIARY

The Company has one subsidiary namely M/s Oswal Overseas Ltd. at UAE.

ASSOCIATE

The Company has two associate companies namely M/s Oswal Greentech Ltd. and M/s News Nation Network Private Limited. DIVIDEND

Yours directors are not recommending any dividend in view of requirements of funds for various projects being undertaken by the Company.

MATERIAL CHANGES

There are no material changes to report for.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Deposit within the meaning of Section 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS AND THEIR REPORT

M/s T R Chadha & Co, Chartered Accountants, (Registration No. 006711N), the Statutory Auditors of the Company have converted their partnership firm into Limited Liability Partnership and thus changed their constitution w.e.f. 28th December, 2015 and are known as M/s T R Chadha & Co LLP (A Limited Liability Partnership with LLP Identification No. AAF-3926). They are the Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITORS AND THEIR REPORT

The Board has appointed M/s CT & Company, Company Secretaries, New Delhi to conduct Secretarial Audit for the F.Y. 2015-16. The Secretarial Audit report for the financial year ended 31st March, 2016 is enclosed as Annexure-I. The said report does not contain any qualification, reservation and adverse remarks.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The extract of Annual Return pursuant to the provisions of Section 92 read with rule 12 of the Companies (Management & Administration) Rules, 2014 is furnished in Annexure-II and is attached to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Bhola Nath Gupta, CEO & Director of the Company, who retire by rotation and being eligible, offers himself for re-appointment. Your Board of Directors recommend his re-appointment.

As required under Regulation 36 of SEBI Listing Regulations 2015, the requisite information of Mr. Bhola Nath Gupta, in the nature of brief resume, nature of expertise, companies in which he hold Directorship/Membership of Board Committees, shareholding in all Companies, forms part of the Notice of the Annual General Meeting.

In accordance with the provisions of Section 196, 197 read with schedule V and Section 203 of Companies Act, 2013 read with rules, the Board proposes the appointment with remuneration of Mr. Bhola Nath Gupta (DIN 00562338) as CEO and Director of the Company.

Mrs. Aruna Oswal is appointed as Additional Director and Chairperson of the Company w.e.f. 02.04.2016.

In compliance with the provisions of Section 160, the Company has received a notice from one of the member proposing appointment of Mr. Vikram (DIN 07555192) as the Non-Executive Independent Director of the Company for a period of five years. The Company has also received the requisite disclosures/declarations from Mr. Vikram as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Details of the proposal for the appointment and remuneration of above Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting.

Mr. Vishal Mishra (DIN 07238903), Independent Non-Executive Director of the Company placed his resignation dated 16.06.2016 to the Company and the same was acknowledged and taken on record by the Board of Directors w.e.f. 29.06.2016 in its Board Meeting held on 29.06.2016. The Board has placed on record the contribution made by Mr. Vishal Mishra to the Company during his tenure.

Mr. Abhey Kumar Oswal is no more on the Board of the Company w.e.f. 29th March, 2016 due to his death.

During the year, Mr. R.P Jolly, Company Secretary of the Company was also demised on 23.01.2016. The Board of Directors placed on record their appreciation for the dedication and services rendered by Mr. R.P Jolly to the Company during the tenure of his services. To fill the casual vacancy of Company Secretary of the Company, the Board has appointed Ms. Pooja Daid as Company Secretary and Compliance officer of the Company w.e.f. 17.03.2016.

DECLARATION ON INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director u/s 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI Listing Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the requirement under Section 134 sub-section 3 (c) and sub-section (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby stated and confirmed that:-

i. in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that 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 as at the end of the financial year and of the profit of the Company for that period;

iii. that directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a going concern basis;

v. that the directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

vi. that directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The audit committee has met 4 times and reviewed the financial statements for the each quarter/financial year ended at 31.03.2016 and has not given any adverse observations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI Listing Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company has a strong legacy of fair, transparent and ethical governance practices. The directors present the Company''s report on Corporate Governance in compliance with Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46 (2) and paragraph C, D and E of Schedule V of SEBI Listing Regulations 2015.

As per SEBI Listing Regulations 2015 a separate section on Corporate Governance practice followed by the Company, together with a certificate from the Company''s Statutory Auditor confirming compliance, forms an integral part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees in terms of remuneration drawn is furnished in Annexure-III and is attached to this report. Further, none of the employee of the Company is drawing remuneration in excess of the limits prescribed u/s 197 of the Companies Act, 2013 read with rules made there under during the financial year.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the Financial Year 2015-16, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The intervening gap between any two meetings is within the period prescribed by the Companies Act, 2013.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED U/S 186

Particulars of loans given are provided under Note No. 2.32 to the financial statement. Particulars of investment made are provided under Note No. 2.9 and Note No. 2.11 to the Financial Statement provided in this Annual Report. The Company has not given any guarantee or security in connection with loan to any other body corporate or person.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN SUB-SECTION (1) OF SECTION 188

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 which could be considered ''material'' (i.e. transactions exceeding ten percent of the annual consolidated 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. Accordingly, there are no transactions that are required to be reported in form AOC-2.

A detailed report on related party disclosures during the financial year 2015-16 has been reported and annexed as Note No. 2.30 to the Standalone Financial Statement.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provision of Section 134 (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy and technology absorption are not applicable to the Company. During the year under review, there are no foreign exchange earnings and outgo (Previous years-NIL).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3) (e) and Section 178 (3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure- IV respectively, which forms part of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring 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 Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis.

The risks faced by the Company, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. The non-critical risks faced by the Company and their mitigation are also reviewed by the Board from time to time.

Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Board provides oversight and reviews the Risk Management Policy from time to time. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company.

In the opinion of the Board, there has been no identification of elements of risk that may threaten the existence of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES

The Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. As per the policy, the CSR activities are focused not just around the offices of the Company but also in other geographies based on the needs of the communities.

The Company has actively contributed to “Mohan Dai Oswal Cancer Treatment and Research Foundation" for providing medical facilities to the underprivileged.

The annual report on CSR activities in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-V.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. A structured questionnaire, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Director''s performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place. The Board members have submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

A separate meeting of Independent Directors was held on 9th November, 2015 without the presence of Non-Independent Directors and the members of management discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors. The Nomination and

Remuneration Committee has also carried out evaluation of every Director''s performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEM

The Board has accepted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companies policies, safeguarding of its assets, prevention and detection of frauds and errors, adequacy and completeness of accounting standards and the timely preparation of reliable financial disclosures.

The Company''s internal control system is commensurate with the nature, size and complexities of operations. These systems are regularly reviewed by the statutory and internal auditors. Significant audit observations and follow up actions are reviewed by the audit committee. 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 Internal auditors have also been engaged for providing assistance in improvising IFC framework including preparation of Management Risk Control Matrix for various processes and deployment of Self Assessment Tool.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE 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 1st April, 2015 to 31st March, 2016. Our management assessed the effectiveness of the Company''s internal control over financial reporting as of 31st March, 2016.

T R Chadha & Co LLP, Chartered Accountants, the statutory auditors have audited the financial statements. They have assessed the internal financial controls including the Entity Level Controls, Process Application and Transaction Controls and Information Technology General Controls.

The audit committee review reports have been submitted by the management and audit reports have been 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 Companies Act 2013 and Regulation 18 of SEBI Listing Regulations 2015, the audit committee has concluded that as on 31st March, 2016, the internal financial controls were adequate and operating effectively CODE OF CONDUCT

The Company''s Board has laid down a Code of Conduct for all Board Members and Senior Management Personnel (SMP) of the Company. The Code covers company''s commitment to the Corporate Social Responsibility and sustainable development, concern for occupational health, safety and environment, a gender friendly workplace, transparency and audit ability, legal compliance. The Code is available on the company''s corporate website.

All Board Members and SMP have given their affirmations of compliance with the code. A declaration to this effect signed by CEO & Managing Director is enclosed and forms part of the Annual Report.

HUMAN RELATIONS

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.

LISTING

Your Company''s equity shares are listed at- Bombay Stock Exchange Ltd. (BSE), National Stock Exchanges of India Ltd. (NSE), Delhi Stock Exchange Ltd. (DSE), Calcutta Stock Exchange Association Ltd. (CSE), Ahmedabad Stock Exchange Ltd. (ASE), the U.P Stock Exchange Association Ltd. (UPSE) and Chennai Stock Exchange Ltd. (CSE).

As on date, the shares of the Company are not traded at DSE, CSE, ASE, UPSE and CSE stock exchanges as all these stock exchanges have no operations.

The Company equity shares are frequently traded with Bombay Stock Exchange, Mumbai, whereas the revocation matter of trading in the shares of the Company is still under consideration with National Stock Exchange of India Ltd. (NSE), Mumbai.

ACKNOWLEDGEMENT

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and cooperation received from the vendors and stakeholders including financial institution, banks, government authorities, customers and other business associates, who have extended their valuable and sustained support and encouragement during the year under review. It will be the Company endeavor to build and nurture their links with its stakeholders. The directors express their appreciation of the dedicated and sincere services rendered by employees of the Company at various levels, to the growth & success of the Company.

By Order of the Board

For Oswal Agro Mills Limited

Place : New Delhi Anil Bhalla

Dated : 29.06.2016 Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 34th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2014 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS (Rs in Lacs)

PARTICULARS Current Year Previous Year 31.03.2014 31.03.2013

Operating & other Income 1960.43 4735.35

Profit/(Loss) before Depreciation & Provision for taxation 1627.92 (764.98)

Less :Depreciation 16.46 12.71

: Provision for Tax 333.97 -

: Deferred Tax - -

Profit/(Loss) after Depreciation & Tax 1277.49 (777.69)

Add: Balance brought forward from Previous year (7630.32) (6852.63)

Balance carried to Balance Sheet (6352.83) (7630.32)

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year, the company has earned net profit of Rs.12.77 crores against the net loss of Rs.7.78/- crores in the previous year. During the year company was mainly engaged in Real Estate and investment activities. As you aware that the real estate development project at Chembur, Mumbai could not be started back due to the adverse judgement of the Hon''ble Supreme Court however the company has filed a review petition of the judgement. The future of this project is solely dependent on the outcome of the judgement. The company is exploring other possibilities in real estate sector.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develop real estate, the directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

MATERIAL CHANGES

There are no material changes affecting the affairs of the Company since the date of Balance Sheet and upto the date of this report.

AUDITORS AND AUDITORS REPORT

M/s T. R. Chadha & Co., Chartered Accountants, ( Firm Registration No. 006711N), as the Statutory Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

As per the recommendation of the Audit Committee, the Board of Directors proposes the re-appointment of T.R. Chadha & Co., Chartered Accountants as Statutory Auditor of the Company.

The Report of Auditors'' on Audited Annual Accounts of the company for the Financial Year 2013-2014 forms part of the Annual Report and is self–explanatory and do not require any further comments.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Abhey Kumar Oswal, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

The Company has also received the requisite disclosures/declarations from Mr. Anuj Sharma as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Anuj Sharma as Independent Director for five consecutive years.

Details of the proposal for the appointment of above director are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting. The Company has received requisite notice in writing from members proposing Mr. Abhey Kumazr Oswal as Director and Mr. Anuj Sharma as Independent Director of the Company.

Mr. Sunil Kumar Kulshrestha has resigned from the directorship of the Company w. e. f. 25th June, 2014. The matter we considered by the Board in its meeting held on 27th June, 2014. The Board has placed on record its appreciation of the contribution made by Mr. Sunil Kumar Kulshrestha during his tenure.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms:

^^ ¦ « « Oswal Agro Mills Limited

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company and there are no material departure from the applicable accounting standards;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year ended 31st March, 2014;

iii) that the directors had 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; and

iv) that the annual accounts have been prepared on going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2014 and has not given any adverse observations. It has also recommended the re-appointment of M/s T.R. Chadha & Company, Chartered Accountants as statutory auditors of the Company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certificate of compliance is contained in this Annual Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Management is highly conscious with regard to the conservation of energy at all operational levels. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of the particulars as required u/s 217 (e) of the Companies Act, 1956 read with (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Company''s plants were not in operation during the year. During the year under review, the foreign exchange earnings of the Company was NIL (Previous years -NIL) and foreign outgo of the Company was nil (Previous year nil).

SUBSIDIARY COMPANY AND ASSOCIATES

Subsidiary

The company has M/s. Oswal Overseas Limited in UAE as wholly owned subsidiary.

Associate

As at March 31, 2014, Oswal Agro Mills Limited had 2 associate companies as disclosed in the accounts.

The accounting of subsidiaries, associates and joint ventures have been done in consolidated financial statements in accordance with the Relevant Accounting Standards.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Your Company''s equity shares are listed on following Stock Exchange namely - National Stock Exchanges of India Ltd. (NSE), Bombay Stock Exchange Ltd. (BSE), Delhi Stock Exchange Ltd (DSE), Calcutta Stock Exchange Association Ltd (CSE), Ahmedabad Stock Exchange Ltd (ASE), The Ludhiana Stock Exchange Ltd (LSE), The U.P. Stock Exchange Association Ltd (UPSE) and Madras Stock Exchange Ltd (MSE). As on date the shares of the Company are not traded in any of these Stock Exchanges i.e. DSE, CSE, ASE, LSE, UPSE and MSE because all these stock exchanges are not in operation/or working.

Company equity shares are frequently traded with Stock Exchange Mumbai, whereas the revocation matter of trading in the shares of the company is still under consideration with National Stock Exchange of India Ltd. (NSE), Mumbai.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank and deeply acknowledge the Co-operation, assistance and support extended by various Government Departments, Banks and Shareholders during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the executives, staff members and employees of the Company at various levels, to the growth & success of the Company.

For and on behalf of the Board Oswal Agro Mills Limited

Anil Bhalla Director

Place : New Delhi Date : 24.07.2014


Mar 31, 2012

To, The Members of Oswal Agro Mills Limited

The Directors have pleasure in presenting the 32nd Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year Ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

PARTICULARS Current Year Previous Year 31.03.2012 31.03.2011

Operating & other Income 1375 1536

Profit/(Loss) before Depreciation & Provision for taxation (4652) 328

Less : Depreciation 13 12

: Provision for Tax - 70

: FBT - -

: Deferred Tax - -

Profit/ (Loss) after Depreciation & Tax (4665) 246

Add: Balance brought forward from Previous year (2188) (2434)

Balance carried to Balance Sheet (6853) (2188)

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year, the company has suffered a net loss of Rs. 46.65 crores against net profit of Rs. 9.84 crores in the previous year. The income of the company is mainly from the investments and the loss suffered are due to writing off various inventory items which were continuously carried in the books of account despite their being of no value / use. The company's joint development activities for the development of Real Estate suffered a set back due to the judgement of Hon'ble High Court of Mumbai which stayed the developmental activities at the site of the company. The company has filed a special writ petition before the Hon'ble Supreme Court of India which has been admitted for regular hearing. Due to this order of Hon'ble High Court, the developmental activities have been stopped. The Company expects a fair decision in the matter by the Hon'ble Supreme Court of India, soon.

The company is exploring various business possibilities abroad and in India and hopes to achieve growth in the coming year.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develop real estate, the directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

MATERIAL CHANGES

There are no material changes affecting the affairs of the Company since the date of Balance Sheet and up to the date of this Report.

AUDITORS' REPORT

The Auditors' report on audited accounts for the Financial Year 2011-2012 has nil qualification. The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory.

AUDITORS

T.R. Chadha & Co., Chartered Accountants, the existing auditors of the company retires at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sunil Kumar Kulshrestha, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the loss of the Company for the year ended 31st March, 2012.

iii) that the directors had 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.

iv) that the annual accounts have been prepared on going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2012 and has not given any adverse observations. It has also recommended the re-appointment of M/s T.R. Chadha & Company, Chartered Accountants as statutory auditors of the Company.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Corporate Governance Report and Management Discussion & Analysis Reports are annexed as Annexure-I and Annexure-II.

Your company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the listing Agreement of the Stock Exchanges. Separate report on Corporate Governance and Management Discussion and analysis are included in the Annual Report.

A certificate from the Company Secretary in practice regarding the compliance of conditions of Corporate Governance is place herewith.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of conservation of Energy and Technology absorption as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Company's plants were not in operation during the year. During the year under review, the foreign exchange earnings of the Company was NIL (Previous years -NIL) and foreign outgo of the Company was nil (Previous year nil)

SUBSIDIARY COMPANY

The Company has a wholly owned subsidiary company named 'Oswal Overseas Ltd.' in UAE for pursuing various international projects.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

Listing

Your Company's equity shares are listed on following Stock Exchange - National Stock Exchanges of India (NSE), Bombay Stock Exchange Ltd. (BSE), Delhi Stock Exchange Ltd (DSE), Calcutta Stock Exchange Association Ltd (CSE), Ahmadabad Stock Exchange Ltd (ASE), The Ludhiana Stock Exchange Ltd (LSE), The U.P Stock Exchange Association Ltd (UPSE) and Chennai Stock Exchange Ltd (CSE). As on date the shares of the Company are not traded in any of these Stock Exchanges i.e. DSE, CSE, ASE, LSE, UPSE and CSE because all these stock exchanges are not in operation / working where as the trading in the share of the company has been started with THE BOMBAY STOCK EXCHANGE LIMITED w.e.f. 8th May, 2012 and the matter of revocation of suspension of trading in the shares of the company is still pending with NSE.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank and deeply acknowledge the Co-operation, assistance and support extended by various Government Departments, Banks and Shareholders.

For and on behalf of the Board

OSWAL AGRO MILLS LIMITED

Place : New Delhi ABHEY KUMAR OSWAL

Date : 09.08.2012 CHAIRMAN


Mar 31, 2011

To The Members of Oswal Agro Mills Limited

The Directors have pleasure in presenting the 31st Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year Ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

PARTICULARS Current Year Previous Year 31.03.2011 31.03.2010

Operating & other Income 1536 804

Profit/(Loss) before Depreciation & Provision for taxation 328 163

Less : Depreciation 12 12

: Provision for Tax 70 24

: FBT - 2

: Deferred Tax - -

Profit/ (Loss) after Depreciation & Tax 246 125

Add: Balance brought forward from Previous year (2434) (2558)

Balance carried to Balance Sheet (2188) (2434)

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year under review, the Company achieved a gross income of Rs.1536 lacs and a Profit before Tax (PBT) of Rs.328 lacs as compared to gross income Rs.804 lacs and a Profit before Tax (PBT) of Rs.163 lacs in the previous year.. During the year Company was mainly engaged in investment activities. On the real estate development business, the Company has entered into a joint development agreement for the development of its land at Chembur, Mumbai with Oswal Chemicals & Fertilizers Ltd. and has obtained necessary Government approvals. Real estate sector in India is growing at an annual 10% and there is not enough real estate to fulfill the requirement of housing which is required in Mumbai. This project will not only bring lot of prestige to the Company but will also be bringing substantial gains to the wealth of investors. The future outlook for the real estate sector looks encouraging.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develop real estate, the directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

MATERIAL CHANGES

There are no material changes affecting the affairs of the Company since the date of Balance Sheet and up to the date of this Report.

AUDITORS' REPORT

The Auditors' report on audited accounts for the year 2010-2011 contains qualifications regarding non-accounting for the fluctuation in the exchange rate on interest free export advance received.

The Management is of the view that no reinstatement is required in view of the facts of the case.

AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. M/s T. R. Chadha & Co., Chartered Accountants, are required to be re-appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Audit Committee has also recommended their appointment.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Abhey Kumar Oswal, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re- appointment. Your directors recommend his re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended 31st March, 2011.

iii) that the directors had 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.

iv) that the annual accounts have been prepared on going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2011and has not given any adverse observations. It has also recommended the re-appointment of M/s T.R. Chadha & Company, Chartered Accountants as statutory auditors of the Company.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Corporate Governance Report and Management Discussion & Analysis Reports are annexed as Annexure-I and Annexure-II.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of conservation of Energy and Technology absorption as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Company's plants were not in operation during the year. During the year under review, the foreign exchange earnings of the Company was NIL (Previous years -NIL) and foreign outgo of the Company was nil (Previous year nil)

SUBSIDIARY COMPANY

The Company has a wholly owned subsidiary company named 'Oswal Overseas Ltd.' in UAE for pursuing various international projects.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

Listing

Your Company's equity shares are listed on following Stock Exchange – National Stock Exchanges of India (NSE), Bombay Stock Exchange Ltd. (BSE), The Delhi Stock Exchange Ltd., The Calcutta Stock Exchange Association Ltd., The Ahmedabad Stock Exchange Ltd., The Ludhiana Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd. and Madras Stock Exchange Ltd. As on date the shares of the Company are not traded in any of these Stock Exchanges because all these stock exchanges are not in operation / working. The company has complied with all the conditions of NSE and BSE respectively and has requested the exchanges to revoke the suspension order for the trading of the shares of the company at the earliest.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank and deeply acknowledge the Co-operation, assistance and support extended by various Government Departments, Banks and Shareholders.

For and on behalf of the Board

Place : New Delhi ABHEY KUMAR OSWAL

Date : 10.08.2011 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the 30th Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year Ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Current Year Previous Year 31.03.2010 31.03.2009

Operating & other Income 804 277

Profit/(Loss) before Depreciation & Provision for taxation 163 (1388)

Less:Depreciation 12 11

: Provision for Tax 24 --

: FBT 2 --

: Deferred Tax - (71)

Profit/ (Loss) after Depreciation & Tax 125 (1328)

Add : Balance brought forward from Previous year (2558) (1230)

Balance carried to Balance Sheet (2434) (2558)

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

During the year under review, the gross income of the company was Rs.163 lacs before tax and net profit after tax was Rs 125 Lacs as compared to a loss of Rs.1328 Lacs of previous year. The general economic condition of the Real Estate Sector in India is yet to recover fully, therefore, the company is adopting a cautious approach towards the real estate sector. During the year, the company has earned income from interest of Rs.732 Lacs and no activities in Real Estate Sector were undertaken. The future outlook looks bright as the real estate sector is also showing signs of recovery. The company has also acquired marketing and distribution rights of PT Garda Tujuh Buana Tbk, Indonesia through its subsidiary company Oswal Overseas Ltd. The international demand for coal is showing an increasing trend and the company will maximise the gains by supplying the coal produced by the Indonesian company in the international market.

DIVIDEND

With a view to conserve the resources for the business plans of the Company to develope real estate, the directors do not recommend any dividend for the year.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

MATERIAL CHANGES

There are no material changes affecting the affairs of the Company since the date of Balance Sheet and up to the date of this Report.

AUDITORS REPORT

The Auditors report on audited accounts for the year 2009-2010 contains qualifications regarding non-accounting for the fluctuation in the exchange rate on interest free export advance received, non accounting of interest income on loans given to certain enterprises under an arbitration award and non confirmation/ reconciliation of certain balances and shareholders approval for making donations as per section 293 (1) (e) of the Companies Act, 1956.

The Management is of the view that necessary adjustment for exchange rate fluctuations will be made as and when litigation is finalized. Interest on loans given to certain enterprises has not been accounted for as the recovery thereof is uncertain due to losses incurred by the borrowers. The reconciliation with certain parties and their confirmation is in process. The shareholders approval for making donations is being sought in the ensuing Annual General Meeting of the Company.

AUDITORS

M/s T. R. Chadha & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. M/s T. R. Chadha & Co., Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Audit Committee has also recommended their appointment.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Bhola Nath Gupta, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010.

iii) that the directors had 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.

iv) that the annual accounts have been prepared on going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2010 and has not given any adverse observations. It has also recommended the re-appointment of M/s T.R. Chadha & Company, Chartered Accountants as statutory auditors of the Company.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Corporate Governance Report and Management Discussion & Analysis Reports are annexed as Annexure-I and Annexure-II.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of conservation of Energy and Technology absorption as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable as the Companys plants were not in operation during the year. During the year under review, the foreign exchange earnings of the Company was NIL (Previous years -NIL) and foreign outgo of the Company was nil (Previous year nil)

SUBSIDIARY COMPANY

The Company has a wholly owned subsidiary company named ‘Oswal Overseas Ltd.’, in UAE for pursuing various international projects. During the year Oswal Overseas Ltd. has entered into an agreement with PT Garda Tujuh Buana Tbk, a company registered and listed under the laws of Republic of Indonesia for acquiring sole marketing and distribution rights for the coal produced by the Indonesian Company.

The company has promoted a wholly owned subsidiary company in the month of April 2010 named “CHEMBUR TOWNSHIP PRIVATE LIMITED” in India for purusing the real estate projects.

EMPLOYEE RELATIONS

The industrial relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Your Companys equity shares are listed on following Stock Exchanges- National Stock Exchange of India Ltd. (NSE), Bombay Stock Exchange Ltd. (BSE), Delhi Stock Exchange Ltd, Calcutta Stock Exchange Association Ltd., Ahmedabad Stock Exchange Ltd., The Ludhiana Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd. And Madras Stock Exchange Ltd As on date the shares of the Company are not traded in any of the Stock Exchanges. Whereas the securities of the Company has been suspended from National Stock Exchange & Bombay Stock Exchange respectively. The Companys request for allowing the trading of the shares is pending with both of these exchanges.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank and deeply acknowledge the Co-operation, assistance and support extended by various Government Departments, Banks and Shareholders.

For and on behalf of the Board Place : New Delhi ABHEY KUMAR OSWAL

Date : 12.08.2010 CHAIRMAN

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