Directors Report of Oswal Green Tech Ltd.
Mar 31, 2018
To
The Member,
Oswal Greentech Limited
The Board of Directors presents the Companyâs 36th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31st 2018.
FINANCIAL RESULTS
We share with you our 36th Annual Report, together with the statement of Audited Financial Statements for the year ended March 31st 2018. The Companyâs performance grouped in accordance with the new accounting standards Ind-AS (Indian Accounting Standards), is summarized below:
The summary of operating results for the year is given below:-
(Rs. in Lakhs)
|
Particulars |
2017-18 |
2016-17 |
|
Gross Profit before Depreciation and Tax |
7265.99 |
3040.78 |
|
Depreciation |
196.97 |
234.98 |
|
Profit before Tax |
7069.02 |
2805.80 |
|
Tax |
2745.40 |
(1866.11) |
|
Profit/loss after taxation |
4323.62 |
4671.91 |
|
Add : Balance brought forward of retained earnings |
9326.71 |
4654.80 |
|
Balance in Profit & Loss Account |
13650.33 |
9326.71 |
REVIEW OF OPERATIONS & FUTURE OUTLOOK
Financial Year 2017-18 was a good year for Oswal Greentech Limited. The Companyâs growth is stable in comparison to previous year and the Company is continuously engaged in the real estates and investing activities. The Company always adhere to achieve best in the industry and try to optimize the cost and its efficiency level which translating into increasing profit margins of the Company. The company earned a profit before tax of Rs. 70.69 Crores and profit after tax of Rs. 43.24 Crores as against a profit before tax of Rs. 28.06 Crores and profit after tax of Rs. 46.72 Crores in the previous year. The increase in the Profits before tax is due to exceptional expenditure item incurred during 2016-2017.
The Companyâs promoted Residential Complex project at Ludhiana is near completion and the Company expects to hand it over to the purchasers/buyers positively by the end of current year. Till date, the Company has received positive response and expects the project to be a success. The Company has in possession of premium land parcel in Ludhiana and is looking for development of residential/commercial projects there. The Company is also making efforts to explore various other locations for its real estate business.
During the year, the Company has also received income from interest on Inter-Corporate deposits (ICDs)investments. The future outlook remains positive and encouraging.
CHANGE IN NATURE OF BUSINESS
During the year, there was no change in the nature of any business activity of the Company.
SUBSIDIARY COMPANY AND ASSOCIATES Subsidiary
The company subsidiary company- namely, Oswal Engineering Limited at UAE has been liquidated w.e.f. 28th February 2018.
Associate
The company associate company- namely M/s News Nation Network Private Limited was not an associate of the Company after 24th August, 2016.
The Accounting of Subsidiary Company is done in consolidated financial statements in accordance with the relevant accounting standards. PUBLIC DEPOSITS
The Company has not accepted or renewed any deposits within the meaning of Section 73 to 76 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
DIVIDEND
As a prudent economic measure and in-order to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend for the period under review.
MATERIAL CHANGES
There are no material changes to report for.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Agarwal & Dhandhania, Chartered Accountants (Firm Registration No. 125756W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 35th Annual General Meeting held on 28th September, 2017 until the conclusion of 40th Annual General Meeting of the Company to be held in the calendar year 2022, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Audit Committee of the Board. However, as per the Companies Amendment Act, 2017, the requirement of annual ratification has been omitted. Accordingly, the ratification of their appointment shall not be placed before the shareholders, in the ensuing Annual General Meeting.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their appointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.
The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.
REPORT OF STATUTORY AUDITORS
M/s Agarwal & Dhandhania, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 201718, which forms part of the Annual Report 2017-18. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditorâs Report are self-explanatory.
MATERIAL INFORMATION
On the demise of Mr. Abhey Kumar Oswal (erstwhile Chairman) on 29.03.2016, Mr. Pankaj Oswal (eldest son) filed a suit in the Honâble Delhi High Court claiming his 1/4th share in the family property including the property at Tilak Marg owned by the Company. In this regard, the Honâble High Court of Delhi passed an Interim order dated 8th February, 2017 imposing status quo on the Tilak Marg property which has been vacated vide order dated 14th May, 2018.
Further, One of the shareholder of Oswal Agro Mills Limited (OAML), who holds 0.03% shares of OAML, has filed a petition u/s 241, 242 read with 244 of the Companies Act, 2013 against OAML alleging acts of oppression and management before the NCLT, Chandigarh. In this petition, the Company has also been made a party by virtue of the Company being an associate of OAML. However, OAML has challenged this petition on grounds of maintainability and has considered it to be bad in law and not sustainable. It has also requested for the exclusion of the Companyâs name from the petition. The matters are sub-judice.
ACHIEVEMENTS
The Board wishes to inform the Shareholders that our Honâble Chairperson Smt. Aruna Oswal has been honoured with Honorary Doctorate Degree of APAMALL from University of Wisconsin, Madison (USA). APAMALL stands for Asia Pacific Association of Multimedia Assisted Language Learning.
REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
Oswal Engineering Limited (Subsidiary Company)
Oswal Engineering Limited was an offshore company based at UAE with limited liability registered under the provisions of offshore Companies regulations of Jebel Ali Free Zone of 2003. The main business of the Company was general trading and investment activities. The Subsidiary Company was not generated any revenue and did not make any contribution in the profitability of the Company and thus, your Board has decided to liquidate the subsidiary vide its Board Meeting dated 14th April, 2017 and thereafter, all necessary steps were taken in this regard. The subsidiary was liquidated during the year w.e.f. 28th February, 2018.
Further, there was no Associate or Joint-venture of the Company during the financial year 2017-18.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rules, M/s CT & Company, Company Secretaries, New Delhi, were appointed as the Secretarial Auditors of the Company for the Financial Year 2017-18. The copy of Secretarial Audit Report is annexed to the Board Report as an Annexure-I.
There are no qualifications or observations, or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.
M/s CT & Company, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2018-19. They have confirmed that they are eligible for the said appointment.
INTERNAL AUDITORS
M/s R Arora & Associates, Chartered Accountants, New Delhi who were the Internal Auditors of the Company has resigned from their post of Internal Auditors and they ceased to be the internal auditors w.e.f. 30th September, 2017. Thereafter, M/s T R Chadha & Co. LLP Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company w.e.f. 1st October, 2017.
EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The extract of Annual Return as on March 31, 2018 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as âAnnexure-IIâ to this Report. The Company has also displayed this extract on its website on www.oswalgreens.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Anil Bhalla (DIN: 00988524), director of the Company, who retires by rotation and being eligible, offers himself for re-appointment.
Shri Anand Agrawal was appointed as Additional director on the Board of the Company w.e.f. 25th April, 2018.
As required under Regulation 36 of Listing Regulations, the requisite information of Shri Anil Bhalla and Shri Anand Agrawal inter alia, in the nature of their brief resumes, nature of expertise, companies in which they holds Directorship/memberships of Board Committees, their shareholdings in the Company etc., are furnished in the explanatory statement to the notice of the ensuing AGM.
The Board of Directors recommends their re-appointment at the ensuing AGM.
During the year, Shri Sumit Kumar Dutt, Non-Executive Independent Director of the Company has resigned from the post of his directorship w.e.f. 10th November, 2017 and Shri Atul Kulshrestha, Non-Executive Non-Independent Director of the Company has also resigned from the post of his directorship w.e.f. 15th January, 2018.
Shri Vipan Kaushal, Non-Executive Independent Director of the Company has resigned from the post of his directorship w.e.f. 14th April, 2018.
Details of the proposal for the above Director is mentioned in the Explanatory Statement under section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting of the Company.
During the year, there was no change (appointment or cessation) in the office of KMP
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 meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.
DIRECTORSâ 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 the Directorsâ Responsibility Statement, the Directors confirm:
a) that in preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same;
b) that they 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;
c) that they 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;
d) that they had prepared the annual accounts on a going concern basis;
e) that they 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
f) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2017-18.
AUDIT COMMITTEE
The Composition of the Audit Committee is in compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The audit Committee has met 4 times and reviewed the financial statements for each quarter/ financial year ended 31.03.2018 and has not given any adverse observations.
All recommendations of Audit Committee were accepted by the Board of Directors.
SECRETARIAL STANDARDS
During the year, the Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India to the extent applicable to the Company.
DISCLOSURE ON VIGIL MECHANISM
The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companyâs code of conduct without fear of reprisal. All Directors, employees, business associates have direct access to the Chairman of the Audit committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
Corporate Governance is the system of rules, practices and processes through which objectives of a corporate entity are set and pursued in the context of the social, regulatory and market environment.
Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has a strong legacy of fair, transparent and ethical governance practices. The Company is in compliance with the requirements stipulated under Regulations 17 to 27 read with Schedule V and clauses (b) to of sub-regulation (2) of regulation 46 of Listing Regulations, as applicable, with regard to Corporate Governance.
A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached to the Corporate Governance Report.
DISCLOSURE UNDER âTHE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013â
The Company has zero tolerance for sexual harassment at workplace. It has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the âThe Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013â and the Rules made thereunder for prevention and Redressal of complaints of sexual harassment at work place.
The Company believes in providing equal opportunities and key positions to women professionals. The Company has endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no cases were filed under the said Act by any of its woman employee before the Internal Complaints Committee.
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 employees drawing remuneration in excess of the limits set out in the said rules is furnished in Annexure-III and is attached to this report.
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, the details of which are given in the Corporate Governance Report that forms part of this 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. 43 to the financial statement. Particulars of investment made are provided under Note No. 5, 6 and 13 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN SUB-SECTION 1 OF SECTION 188
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on Related Party Transaction. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.
During the year, the company has not entered into any contract or arrangement with related parties which could be considered âmaterialâ (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, transactions that are required to be reported in Form AOC-2 are enclosed as Annexure - IV
A detailed report on contract & arrangement made during the financial year 2017-18 being armâs length transaction have been reported and annexed as Note No. 41 to the Standalone Financial Statement.
PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUT GO
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, the foreign exchange earnings were Nil (previous year Nil) and foreign exchange outgo was Rs.0.51 Lacs (previous year Rs. 2.52 Lacs).
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 DIRECTORSâ 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 - V respectively, which forms part of this report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.
Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Groupâs businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.
Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.
Our Risk Management Framework is designed to help the organization meet its objectives through alignment of operating controls with the Companyâs mission and vision.
In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES
The Company is committed to conduct its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.
The Company complies with Section 135 of the Act and the approach is focused on long-term programmes aligned with community needs. 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 main-focus areas where CSR programmes of Oswalâs run are:
1. Eradicating hunger, poverty and malnutrition.
2. Promoting Health care including preventive health care.
3. To provide residential houses to the weaker section of society.
4. To promote education among children and livelihood enhancement projects.
In view of absence of average net profits of the Company calculated as per statutory requirements, no expenditure was incurred on CSR activities by the Company during the year.
The annual report on CSR activities is furnished in âAnnexure VIâwhich is attached to this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There were no orders passed by any authority impacting the going concern status and companyâs operations in future.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, 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. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.
The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.
A separate meeting of Independent Directors was held on February 13th, 2018 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairperson of the Company after taking into consideration the views of Executive and Non-Executive Directors. 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
According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.
Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.
During the year the consultants were engaged for providing assistance in improvising IFC framework including preparation of Management Risk Control Matrix for various processes and deployment of Self-Assessment Tool.
OGL has aligned its current systems of internal financial control with the requirement of Companies Act, 2013, on lines of globally accepted risk based framework as issued by the committee of sponsoring organizations (COSO) of the treadway commission. The Internal Control -Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organizationâs process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.
OGLâs internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. OGL has a well-defined delegation of power with authority limits for approving revenue as well as expenditure.
Processes for formulating and reviewing annual and long-term business plans have been laid down.
Our management assessed the effectiveness of the Companyâs internal control over financial reporting (as defined in Regulation 17 of Listing Regulations) as of March 31st 2018. The assessment involved self-review, peer review and external audit.
M/s. Agarwal & Dhandhania, the statutory auditors of OGL has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).
OGL has appointed, T R Chadha & Co LLP Chartered Accountants, New Delhi to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (Agarwal & Dhandhania) and the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as accounting and finance, procurement, employee engagement, travel, insurance, IT processes etc.
Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets OGL statutory auditors to ascertain, inter-alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.
ADEQUACY OF INTERNAL FINANCIAL 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 Boardâs report.
The internal financial controls were in operation during the reporting period from April 1st 2017 to March 31st 2018. Our management assessed the effectiveness of the Companyâs internal control over financial reporting as of March 31st 2018.
M/s Agarwal & Dhandhania, Chartered Accountants, audited the internal financial controls w.r.t. financial statements and expressed their unmodified opinion for the year ended 31st March, 2018.
The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit Committee follows up on corrective action. The audit Committee also meets statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.
The Company has a comprehensive risk management framework. The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism. Compliance of secretarial functions is ensured by way of secretarial audit.
Based on its evaluation as defined in Section 177 of Companies Act, 2013 and Regulation 18 of Listing Regulations, our audit Committee has concluded that, as of March 31st 2018, our internal financial controls were adequate and operating effectively.
CODE OF CONDUCT
The members of the Board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31st 2018. The annual report of the Company contains a certificate by the CEO and Managing Director in terms of Listing Regulations on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management.
HUMAN RELATIONS
Human resources play a significant role in your Companyâs growth strategy. Your Company emphasized on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year.
LISTING/DELISTING OF SHARES
Presently, the Companyâs equity shares are listed on the following Stock Exchanges:
- The National Stock Exchange of India Ltd., Mumbai
- The Bombay Stock Exchange, Mumbai
- The Calcutta Stock Exchange Association Ltd., Kolkata
- The Ahmedabad Stock Exchange., Ahmedabad
The Applications for delisting of shares are pending with Calcutta Stock Exchange and Ahmedabad Stock Exchange. The equity shares of the Company listed with National Stock Exchange of India Ltd. and Bombay Stock Exchange, Mumbai. Listing Fee for the year 2018-19 has been paid to the National Stock Exchange of India Ltd. and Bombay Stock Exchange, Mumbai. Annual Custody Fees for the year 2018-19 has been paid to the National Securities Depository Limited, Mumbai and Central Depository Services Limited, Mumbai.
ACKNOWLEDGEMENT
Your Directors place on record their gratitude to the Central Government, State Governments and Companyâs Bankers for the assistance, cooperation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, customers, business associates and employees in ensuring an excellent operational performance of organization.
For & on behalf of the Board
Oswal Greentech Limited
Aruna Oswal
Place: New Delhi Chairperson
Date: 16.08.2018 DIN: 00988524
Mar 31, 2017
To
The Member,
Oswal Greentech Limited
The Board of Directors presents the Companyâs 35th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31st 2017.
FINANCIAL RESULTS
We share with you our 35th Annual Report, together with the statement of Audited Financial statements for the year ended March 31st 2017. The Companyâs performance grouped in accordance with the new accounting standards Ind-AS (Indian Accounting Standards), is summarized below:
The summary of operating results for the year is given below:-
(Rs. in Lakhs)
|
Particulars |
2016-17 |
2015-16 |
|
Gross Profit before Depreciation and Tax |
3040.78 |
5107.42 |
|
Depreciation |
234.98 |
239.03 |
|
Profit before Tax |
2805.80 |
4868.39 |
|
Tax |
(1866.11) |
1301.77 |
|
Profit/loss after taxation |
4671.91 |
3566.62 |
|
Add : Balance brought forward of retained earnings |
4654.80 |
1088.18 |
|
Balance in Profit & Loss Account |
9326.71 |
4654.80 |
REVIEW OF OPERATIONS & FUTURE OUTLOOK
During the year, the company carried on the activities of development of real estate, securities trading and investments. The company earned a profit before tax of Rs.28.06 Crores and profit after tax of Rs. 46.72 Crores as against a profit before tax of Rs. 48.68 Crores and profit after tax of Rs. 35.67 Crores in the previous year. The increase in the Profits after tax is due to credit of defered tax and MAT entitlement.
The company Project of residential complex at Ludhiana is nearing completion and we expect to hand it over to the buyers in first half of year 2018. This residential project has been completed as per schedule and after the handover the company will take up other projects for development. During the year, the Company has received income from interest on investments. The future outlook remains positive and encouraging.
SUBSIDIARY COMPANY AND ASSOCIATES Subsidiary
The company has one subsidiary, namely, Oswal Engineering Limited at UAE. The Board of Directors of the Company has decided in its meeting to voluntary wind up this Subsidiary Company in the interest of the business. The necessary step has already been taken and matter is under process.
Associate
During the year, the company has one associate namely M/s News Nation Network Private Limited. The Company has disposed off all the investments made in its associate during the period under reference. As on year end date, M/s News Nation Network Private Limited was not an associate of the Company.
The Accounting of Subsidiary Company is done in consolidated financial statements in accordance with the relevant accounting standards.
PUBLIC DEPOSITS
The Company has not accepted or renewed any deposits within the meaning of Section 73 to 76 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
DIVIDEND
As a prudent economic measure and in-order to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend for the period under review.
MATERIAL CHANGES
Due to sudden demise of Shri Abhey Kumar Oswal, his holdings in the Company comprising 11.11% Equity Shares were transmitted to Smt. Aruna Oswal as per his nomination.
STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the tenure of current auditors - M/s T R Chadha & Co LLP (A Limited Liability Partnership with LLP Identification No. AAF-3926), shall come to an end at the conclusion of forthcoming AGM. Accordingly, M/s Agarwal & Dhandhania, Chartered Accountants (Firm Registration No. 125756W) have been recommended by the Audit Committee and by the Board to be appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the ensuing 35th Annual General Meeting until the conclusion of 40th Annual General Meeting of the Company to be held in the calendar year 2022, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Board. They being eligible have consented and offered themselves for appointment as Statutory Auditors for conducting audit of accounts for five consecutive financial years starting from 2017-18.
Your Company has received necessary certificate from the Statutory Auditor to this effect that their appointment, if made, will be in accordance with the provisions of Section 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 appointment of M/s Agarwal & Dhandhania, Chartered Accountants as Statutory Auditors of the Company.
Further, there are no observations (including any qualification, reservation, adverse remark or disclaimer) of the existing Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditorâs Report are self-explanatory.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rules, M/s CT & Company, Company Secretaries, New Delhi, were appointed as the Secretarial Auditors of the Company for the Financial Year 2016-17. The copy of Secretarial Audit Report is annexed to the Board Report as an Annexure-I.
There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2016-17 which call for any explanation from the Board of Directors.
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
As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Smt. Aruna Oswal (DIN: 00988524), director of the Company, who retires by rotation and being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment.
As required under Regulation 36 of Listing Regulations, the requisite information of Smt. Aruna Oswal inter alia, in the nature of brief resume, nature of expertise, companies in which she holds Directorship/memberships of Board Committees, shareholding in all Companies, forms part of the Notice of the Annual General Meeting.
Pursuant to provision of section 196,197, 203 read with Schedule V of the Companies Act, 2013, the Nomination Committee of Board and Board of Directors has approved the increase in Remuneration of Smt. Aruna Oswal, Whole Time Director, w.e.f. 1st January 2017 for her remaining tenure, subject to the approval of members by way of special resolution in the ensuing Annual General Meeting of the Company.
Pursuant to provision of section 196,197, 203 read with Schedule V of the Companies Act, 2013, the Nomination Committee of Board and Board of Directors has approved the increase in Remuneration of Shri Anil Bhalla, CEO & Managing Director, w.e.f. 1st January 2017 for his remaining tenure, subject to the approval of members by way of special resolution in the ensuing Annual General Meeting of the Company.
Details of the proposal for the above Directors are mentioned in the Explanatory Statement under section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting of the Company.
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 Listing Regulations.
DIRECTORSâ 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 the Directorsâ 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 and;
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.
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.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2016-17.
AUDIT COMMITTEE
The Composition of the Audit Committee is in compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The audit Committee has met 4 times and reviewed the financial statements for each quarter/ financial year ended 31.03.2017 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 Listing Regulations is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has a strong legacy of fair, transparent and ethical governance practices. The Company is in compliance with the requirements stipulated under Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of Listing Regulations, as applicable, with regard to Corporate Governance.
As per Listing Regulations, the requisite certificate from the Companyâs auditor confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.
DISCLOSURE UNDER âTHE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013â
The Company has zero tolerance for sexual harassment at workplace. It has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the âThe Sexual Harassment Of Women At Work Place (Prevention, Prohibition And Redressal) Act, 2013â and the Rules made thereunder for prevention and Redressal of complaints of sexual harassment at work place.
The Company believes in providing equal opportunities and key positions to women professionals. The Company has endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions, and create and maintain a healthy and conducive work environment that is free from discrimination. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no cases were filed under the said Act by any of its woman employee before the Internal Complaints Committee.
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 top 10 employees in terms of remuneration drawn and the name of every employee of the company drawing remuneration in excess of the limits set out in the said rules is furnished in Annexure-III and is attached to this report.
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, the details of which are given in the Corporate Governance Report that forms part of this 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. 46 to the financial statement. Particulars of investment made are provided under Note No. 5, 6 and 13 to the financial statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN SUB-SECTION 1 OF SECTION 188
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a policy on Related Party Transaction. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.
During the year, the company has not entered into any contract or arrangement with related parties which could be considered âmaterialâ (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, transactions that are required to be reported in Form AOC-2 are enclosed as Annexure - IV
A detailed report on contract & arrangement made during the financial year 2016-17 being armâs length transaction have been reported and annexed as Note No. 44 to the Standalone Financial Statement.
PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNING AND OUT GO
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, the foreign exchange earnings were Nil (previous year Nil) and foreign exchange outgo was Rs.2.52 Lacs (previous year Rs. 28.00 Lacs).
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 DIRECTORSâ 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 - V respectively, which forms part of this report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.
Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Groupâs businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.
Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk-management culture within the businesses.
Our Risk Management Framework is designed to help the organization meet its objectives through alignment of operating controls with the Companyâs mission and vision.
In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES
The Company is committed to conduct its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.
The Company complies with Section 135 of the Act and the approach is focused on long-term programmes aligned with community needs. 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 main-focus areas where CSR programmes of Oswalâs run are:
1. Eradicating hunger, poverty and malnutrition.
2. To support the medical treatment of cancer patients through Mohan Dai Oswal Cancer Hospital.
3. To provide residential houses to the weaker section of society.
4. To promote education among children and livelihood enhancement projects.
In view of absence of average net profits of the Company calculated as per statutory requirements, no expenditure was incurred on CSR activities by the Company during the year.
A brief overview of CSR initiatives forms part of the Directorsâ Report and is annexed hereto as Annexure VI.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There were no orders passed by any authority impacting the going concern status and companyâs operations in future.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, 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, Boardâs focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Directorâs 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. Board members had submitted their response for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairperson of the Board.
A separate meeting of Independent Directors was held on August 6th, 2016 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairperson 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 Directorâs 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
According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.
Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.
During the year the consultants were engaged for providing assistance in improvising IFC framework including preparation of Management Risk Control Matrix for various processes and deployment of Self Assessment Tool.
OGL has aligned its current systems of internal financial control with the requirement of Companies Act 2013, on lines of globally accepted risk based framework as issued by the committee of sponsoring organisations (COSO) of the treadway commission. The Internal Control -Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organisationâs process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.
OGLâs internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. OGL has a well-defined delegation of power with authority limits for approving revenue as well as expenditure.
Processes for formulating and reviewing annual and long term business plans have been laid down.
Our management assessed the effectiveness of the Companyâs internal control over financial reporting (as defined in Regulation 17 of Listing Regulations) as of March 31st 2017. The assessment involved self review, peer review and external audit.
T R Chadha & Co LLP the statutory auditors of OGL has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).
OGL has appointed R Arora & Associates to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (T R Chadha & Co LLP) and the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as accounting and finance, procurement, employee engagement, travel, insurance, IT processes etc.
Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets OGL statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.
ADEQUACY OF INTERNAL FINANCIAL 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 Boardâs report.
The internal financial controls were in operation during the reporting period from April 1st 2016 to March 31st 2017. Our management assessed the effectiveness of the Companyâs internal control over financial reporting as of March 31st 2017.
TR Chadha & Co LLP Chartered Accountants, the Statutory Auditors has audited the financial statements. They assess the internal financial controls including the Entity Level Controls, Process Application and Transaction Controls and Information Technology General Controls.
The audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit Committee follows up on corrective action. The audit Committee also meets statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.
The Company has a comprehensive risk management framework. The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism. Compliance of secretarial functions is ensured by way of secretarial audit.
Based on its evaluation as defined in Section 177 of Companies Act 2013 and Regulation 18 of Listing Regulations, our audit Committee has concluded that, as of March 31st 2017, our internal financial controls were adequate and operating effectively.
CODE OF CONDUCT
The members of the Board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31st 2017. The annual report of the Company contains a certificate by the CEO and Managing Director in terms of Listing Regulations on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management.
HUMAN RELATIONS
Human resources play a significant role in your Companyâs growth strategy. Your Company emphasized on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year.
LISTING/DELISTING OF SHARES
Presently, the Companyâs equity shares are listed on the following Stock Exchanges:
The National Stock Exchange of India Ltd., Mumbai The Bombay Stock Exchange, Mumbai The Calcutta Stock Exchange Association Ltd., Kolkata The Ahmedabad Stock Exchange., Ahmedabad
The Applications for delisting of shares are pending with Calcutta Stock Exchange and Ahmedabad Stock Exchange.
The equity shares of the Company listed with National Stock Exchange of India Ltd. and Bombay Stock Exchange, Mumbai.
Listing Fee for the year 2017-18 has been paid to the National Stock Exchange of India Ltd. and Bombay Stock Exchange, Mumbai.
Annual Custody Fees for the year 2017-18 has been paid to the National Securities Depository Limited, Mumbai and Central Depository Services Limited, Mumbai.
ACKNOWLEDGEMENT
Your Directors place on record their sincere gratitude and appreciation for the continuous support and efforts of the shareholders, customers, suppliers, business associates, employees and Companyâs Bankers for the assistance, co-operation and encouragement they extended to the Company at all levels for steering the growth of organization.
For & on behalf of the Board
Oswal Greentech Limited
Aruna Oswal
Place : New Delhi Chairperson
Date : 09.08.2017 DIN: 00988524
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 33rd Annual Report together
with the Audited Financial Statements for the Financial Year ended
March 31, 2015.
FINANCIAL RESULTS
The summary of operating results for the year is given below:-
(Rs. in Lacs)
Particulars 2014-15 2013-14
Gross Profit/(Loss)
before Depreciation and Tax 5117.87 9534.97
Depreciation 305.96 153.61
Profit/(Loss) before Tax 4811.91 9381.36
Tax 1081.87 2218.77
Profit/(Loss) after Taxation 3730.04 7162.59
Add : Balance brought
forward from last year (8169.99) (15332.58)
Less: Adjustment 12.75 -
for Depreciation
Balance in Profit (4452.70) (8169.99)
& Loss Account
REVIEW OF OPERATIONS & FUTURE OUTLOOK
During the year, the Company carried on the activities of Investment,
development of Real Estate and Trading of merchandise. The Company
earned a Profit of Rs. 4811.91 Lacs before tax and a Profit after tax
of Rs. 3730.04 Lacs as against a profit before tax of Rs. 9381.36 Lacs
and profit after tax of Rs. 7162.59 Lacs in the previous year. The
company remain engaged in the development of residential complex at
Ludhiana with a total area of more than 1.3 million sq.ft and hopes to
complete this project within a period of two years. The other two
residential projects at Ludhiana having a total area of about 5 Lacs
sq.ft are under process of development.
There is a good demand of residential and commercial unit at Ludhiana
which is one of the largest town of North India. The future outlook of
the Company is quite encouraging.
SUBSIDIARY COMPANY AND ASSOCIATES
Subsidiary
The company has one subsidiary, namely, Oswal Engineering Limited at
UAE.
Associate
The company has one associate namely M/s News Nation Network Private
Limited.
The Accounting of Subsidiary and Associate have been done in
consolidated financial statements in accordance with the relevant
accounting standards.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility and the governance committee have
formulated and recommended to the Board, a Corporate Social
Responsibility policy (CSR Policy) indicating the activity to be
undertaken by the company, which has been approved by the Board.
During the year, the Company has actively supported the medical
treatment of Cancer patients who can not afford it through Mohan Dai
Oswal Cancer Hospital at Ludhiana. The Company has made a contribution
of Rs. 2.72 Cr to the Hospital.
The CSR committee comprises of four directors, namely, Mr. Abhey Kumar
Oswal (Chairman), Mr. Anil Bhalla, Mr. Atul Kulshrestha and Mr. Vipan
Kaushal. The Company Secretary of the Company acts as a Secretary of
the Committee.
PUBLIC DEPOSITS
The Company has not accepted or renewed any deposits within the meaning
of Section 73 to 76 of Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
DIVIDEND
In anticipation of the future fund requirements for various projects,
being undertaken by the Company, the Board of Directors of the Company
does not recommend any dividend for the Financial Year 2014-2015.
MATERIAL CHANGES
There are no material changes since the date of Balance Sheet and up to
the date of this report on the financial statements of the company.
AUDITORS AND AUDITORS REPORT
M/s TR. Chadha & Co., Chartered Accountants, (Registration No.
006711N), the Statutory Auditor of the Company holds office till the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. Your Company has received
necessary certificate from the Statutory Auditor to this effect and
their re-appointment, if made, will be in accordance with the
provisions of Section 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 TR. Chadha & Co., Chartered
Accountants as Statutory Auditor of the Company.
The Report of the Auditors' on the Annual Accounts of the Company forms
part of Annual Reports and is self explanatory.
SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with rules, M/s CT & Company, Company Secretaries, New Delhi, appointed
as the Secretarial Auditors of the Company for the Financial Year
2014-15. The copy of Secretarial Audit Report is annexed to the Board
Report as an Annexure-I.
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
As per the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Sumit Kumar Dutt (DIN: 01265514) and
Mr. Krishan Chand Bajaj (DIN: 01844498) directors of the Company
retiring by rotation and being eligible for re-appointment. The Board
of Directors recommends their re-appointment.
As required under clause 49(IV) (G) of the Listing Agreement, the
requisite information of Mr. Sumit Kumar Dutt and Mr. Krishan Chand
Bajaj, inter alia, in the nature of brief resume, nature of expertise,
companies in which they holds directorship/memberships of Board
Committees, shareholding in all Companies, forms part of the Notice of
the Annual General Meeting.
In compliance with the provisions of Section 160, the Company has
received a notice from one of the members proposing appointment of Mr.
Vipan Kaushal 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. Vipan Kaushal as required under
Section 149 and other applicable provisions of the Companies Act, 2013.
In compliance with the provisions of Section 160, the company has
received a notice from one of the members proposing appointment of Mrs.
Bina Sharma as the Non-Executive Independent Women Director of the
company for a period of five years. The Company has also received the
requisite disclosures/declarations from Mrs. Bina Sharma as required
under Section 149 and other applicable provisions of the Companies Act,
2013.
Details of the proposal for the appointment 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. Aditya Burra Shastri has resigned from the directorship of the
Company w. e. f. 11th February, 2015 due to his personal reasons. The
matter was considered by the Board in its meeting held on 12th
February, 2015. The Board has placed on record the contribution made by
Mr. Aditya Burra Shastri during his tenure.
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 Clause 49 of the Listing Agreement.
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 the
Directors' Responsibility Statement, it is hereby states and confirms
that:
i. in preparation of the annual accounts, the applicable accounting
standards have 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 have prepared the annual accounts on a going
concern basis and;
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.
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 each quarter/ financial year ended 31.03.2015 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 Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance as provided in the Listing Agreement
of the Stock Exchanges with the Company's shares are listed, are duly
complied with.
A certificate from the Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance is given in Annual
Report and forms part of the Annual Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act 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 drawing remuneration in excess of
the limits set out in the said rules are provided in the Annual Report.
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 five times during the Financial Year, the details of
which are given in the Corporate Governance Report that forms part of
this 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. 2.39 to the
financial statement. Particulars of investment made are provided under
Note No. 2.10 and Note No. 2.13 to the Financial Statement provided in
this Annual Report. The Company has not given any guarantee or security
in connection with a loan to any other body corporate or person.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO
IN SUB-SECTION 1 OF SECTION 188
A detailed report on contract & arrangement made during the financial
year 2014-15 being arm's length transaction have been reported and
annexed as Note No. 2.37 to the Financial Statement.
PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN
EXCHANGE EARNING AND OUT GO.
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, the
foreign exchange earnings were Rs. 95.14 Lacs (previous year nil) and
foreign exchange outgo was Rs. 15.86 Lacs (previous year Rs. 11.70
Lacs).
CODE OF CONDUCT
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming the compliance of Code of Conduct by
the Directors and senior management personnel for the year under review
is annexed to and forms part of the Corporate Governance 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/DELISTING OF SHARES
Presently, the Company's equity shares are listed on the following
Stock Exchanges:
The National Stock Exchange of India Ltd., Mumbai The Calcutta Stock
Exchange Association Ltd., Kolkatta The Ahmedabad Stock Exchange.,
Ahemdabad
The Applications for delisting of shares are pending with Calcutta
Stock Exchange and Ahmedabad Stock Exchange The equity shares of the
Company continue to be listed with National Stock Exchange of India
Ltd., Mumbai.
Listing Fee for the year 2015-16 has been paid to the National Stock
Exchange of India Ltd., Mumbai.
The Company has also applied for listing of its securities with Bombay
Stock Exchange.
ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to the Company's
esteemed shareholders, customers, suppliers, associates, bankers, and
the authorities for their valuable contribution and continued support.
Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the company's executives,
staff and workers.
For & on behalf of the Board
Oswal Greentech Limited
Anil Bhalla
Place : New Delhi CEO & Managing Director
Date : 20.07.2015 DIN : 00587533
Mar 31, 2014
Dear Shareholders,
The Directors feel pleasure in presenting 32nd Annual Report of your
Company along with Audited Statement of Accounts for the Financial Year
ended 31st March, 2014.
FINANCIAL RESULTS
The summary of operating results for the year is given below:-
(Rs. in Lacs)
Particulars 2013-14 2012-13
Gross Profit/(Loss) before
depreciation and tax 9534.97 823.89
Depreciation 153.61 166.08
Profit/(Loss) before Tax 9381.36 657.81
Tax 2218.77 438.31
Profit/(Loss) after Taxation 7162.59 219.50
Add : Balance brought forward
from last year (15332.58) (15552.08)
Balance in Profit & Loss Account (8169.99) (15332.58)
REVIEW OF OPERATIONS & FUTURE OUTLOOK
During the year the Company carried on the activities of Investment,
Development of Real Estate and Trading activities and has earned Profit
of Rs. 9,534.97 lacs before tax and a net profit after tax of
Rs.7,162.59 lacs as against a profit before tax of Rs. 823.89 and
Profit after tax of Rs. 219.50 lacs in the previous year. The Company
is getting actively engaged in the development of real estate and has
initiated three projects at Ludhina for the development of residential
complexes and will develop about 15,00,000 Sq Ft. built up area.
Ludhiana is amongst the fastest growing mega town of north India and
the company expects a good demand for its residential apartments in the
city. The overall business prospects and the scenario has started
looking up in the country and the future outlook in the case of real
estate sector looks encouraging.
SUBSIDIARY COMPANY AND ASSOCIATES
Subsidiary
The company promoted M/s Oswal Engineering Ltd in UAE as wholly owned
subsidiary.
The company''s other subsidiary namely M/s Universal Projects FZE was
under the process of winding up from last year and all the formalities
for winding up has been completed and now the company is wound up in
the month of June, 2014.
Company ceasing to be subsidiary M/s OGL Energy Private Limited, Wholly
Owned Subsidiary
Associate
As at March 31, 2014 Oswal Greentech Limited had one associate company
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.
CORPORATE SOCIAL RESPONSIBILITY
As per the Companies Act, 2013 all companies having a net worth of
Rs.500 crore or more or turnover of Rs.1000 crore or more or a net
profit of Rs. 5 crore or more during any financial year will be
required to constitute a corporate social responsibility (CSR)
committee of the Board consisting of three or more directors, at least
one of whom will be an independent director.
The CSR Committee comprises of Mr. Krishan Chand Bajaj, the independent
director, Mr. Aditya Burra Shastri, Mr Atul Kulshrestha and Mr. Anil
Bhalla as other member, Mr. Abhey Kumar Oswal, a whole time director of
the company would also be permanent invitee to the Committee and Mr.
H.K Gupta, Company Secretary to the Committee.
The Purpose of the Committee is to formulate and monitor the CSR policy
of the Company. The CSR committee has adopted a policy that intends to:
- Strive for economic development that positively impacts the society
at large with a minimal resource footprint.
- Be responsible for the corporation''s actions and encourage a
positive impact through its activities on the environment, communities
and stakeholders.
As a part of its CSR Initiatives, the Company continued to provide
support to hospital running in the name of Mohan Dai Cancer Hospital,
in Ludhiana. A good team of all specialist doctors from all over the
India are taking care of this hospital.
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.
DIVIDEND
In anticipation of the future fund requirements for various projects,
being undertaken by the company, the Board of Directors of the company
do not recommend any dividend for the Financial Year 2013-2014.
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, (Registration No.
006711N), the Statutory Auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. Your Company has received
necessary certificate from the Statutory Auditor to this effect and
their re-appointment, if made, will be in accordance with the
provisions of Section 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 the Auditors on the Annual Accounts of the Company
forms part of the Annual Report and is self explanatory.
DIRECTORS
As per the provisions of the Companies Act, 2013 and Article of
Association of the Company, Mr. Atul Kulshrestha and Mr. Aditya Burra
Shastri directors retire by rotation and being eligible for
re-appointment. The Board of Directors recommends their re-appointment.
As required under clause 49(IV) (G) of the Listing Agreement, the
requisite information of Mr. Atul Kulshrestha and Mr. Aditya Burra
Shastri, inter alia, in the nature of brief resume, nature of
expertise, companies in which he holds directorship/memberships of
Board Committees, shareholding in the Company forms part of the Notice
of the Annual General Meeting.
Pursuant to provision of section 196, 197, 203 read with schedule V of
the Companies Act, 2013 Mr. Abhey Kumar Oswal has been appointed as
Whole-time director of the company for the period of three year w. e.
f. 1st April, 2014 to 31st March, 2017.
Pursuant to provision of section 196, 197, 203 read with schedule V of
the Companies Act, 2013, Mr. Anil Bhalla has been re-appointed as CEO &
Managing Director of the company for the period of three years w. e.
f.1st April, 2014 to 31st March, 2017.
Details of the proposal for the appointment/re-appointment 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.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 in relation to financial statements for the year 2013-14, the
Board of Directors of your Company hereby state and confirms :-
i. That in preparation of the Annual Accounts, the applicable
accounting standards have been followed and there are no material
departures 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 31st March, 2014 and the profit of the
Company for the year ended on that date ;
iii. That 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 your Company and
for preventing and detecting fraud and other irregularities; and
iv. That the Directors have prepared the annual accounts on a 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, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
CORPORATE GOVERNANCE
The Report on Corporate Governance and the certificate from the
Statutory Auditors regarding compliance with the conditions of
Corporate Governance have been furnished in the Annual Report and forms
part of the Annual Report.
PARTICULARS OF EMPLOYEES
Particulars of the Employees in accordance with the provisions of
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of employees) Rules 1975 as amended are given in the
Annexure-I forming part of this report.
PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN
EXCHANGE EARNING AND OUT GO
The particulars of conservation of Energy and Technology absorption as
per 217 (1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 are not applicable as the CompanyÂs plants were not
operational during the year. During the year under review, the foreign
exchange earnings were Nil (Previous year Nil) and foreign exchange
outgo was Rs. 11.70 lacs (Previous year Rs. 8.46 lacs).
CODE OF CONDUCT
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming the compliance of Code of Conduct by
the Directors and senior management personnel for the year under review
is annexed to and forms part of the Corporate Governance 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/DELISTING OF SHARES
Presently the Company''s equity shares are listed on the following Stock
Exchanges:
The National Stock Exchange of India Ltd., Mumbai
The Calcutta Stock Exchange Association Ltd., Kolkata
The Ahmedabad Stock Exchange, Ahmedabad
The Applications for delisting of shares are pending with Calcutta
Stock Exchange Association Ltd. and Ahmedabad Stock Exchange. The
equity shares of the Company continue to be listed with National Stock
Exchange of India Ltd.
Listing Fee for the year 2014-15 has been paid to the National Stock
Exchange of India Ltd., Mumbai.
ACKNOWLEDGEMENTS
Your directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders and banks, for their continued
co-operation and excellent support received during the year.
Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the companyÂs executives,
staff and workers.
For & on behalf of the Board of Directors
Oswal Greentech Limited
Place : New Delhi Anil Bhalla
Date : 24.07.2014 CEO & Managing Director
Mar 31, 2013
Dear Members,
The Directors feel pleasure in presenting 31st Annual
Report of your Company along with Audited Statement of Accounts for the
Financial Year ended 31st March, 2013.
FINANCIAL RESULTS
The summary of operating results for the year is given below:-
(Rs. in Lacs)
2012-13 2011-12
Gross Profit/(Loss) before
depreciation and tax 824 10295
Depreciation 166 233
Profit/(Loss) before Tax 658 10062
Tax 438 2152
Profit/(Loss) after Taxation 220 7910
Add: Balancebrought forward
from last year (15552) (23462)
Balance in Profit & Loss Account (15332) (15552)
REVIEW OF OPERATIONS & FUTURE OUTLOOK
During the year the Company carried on the activities of Investment,
development of Real Estate and Trading activities and has earned Profit
ofRs. 658 lacs before Tax and a net profit ofRs. 220 lacs against a net
profit ofRs. 7910 lacs in the previous year.
The sudden fallin the profitability is due to stoppage of work under
The joint development agreement with M/s. Oswal Agro Mills Ltd. for
The development of land at Chembur Mumbai for residential and commercial
complexes, as per the order of Hon''ble High Court of Mumbai. As the
project at Chembur, Mumbai was shelved indefinitely till the decision
on the petition of M/s. Oswal Agro Mills Ltd. before the Hon''ble
Supreme Court of India is received. The company is informed that the
hearing in the case by Hon''ble Supreme Court of India is completed and
the judgment is expected soon. The company is seriously considering
diversification in the field of power, energy and natural resources and
is under discussion with experts of respective fields. The future
outlook in the case of Real Estate looks encouraging.
SUBSIDIARY COMPANY
The company promoted M/s Oswal Engineering Ltd. and M/s Universal
Projects FZE in UAE as its wholly owned subsidiaries.
The Board of the company has decided to close its subsidiary company
M/s Universal Projects FZE, which is running business operation in Jebal
Ali Free Zone, U.A.E. The winding up process of said company is already
under the process.
The company has also promoted a wholly owned subsidiary company OGL
Energy Pvt. Ltd. in India in April, 2013 and a step down wholly owned
subsidiary of this company in the name of Oswal Green Energy Pvt. Ltd. in
India with a view to initiate power projects in India.
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.
DIVIDEND
In anticipation of the future fund requirements for various projects,
being undertaken by the company, the Board of Directors of the company
do not recommend any dividend for the Financial Year 2012-2013.
MATERIALCHANGES
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 Auditor''s report on audited accounts for the year 2012-13
contains qualification remarks regarding excess managerial remuneration
which is under reconsideration/ approval of the Central Government.
The company has furnished all necessary documents/information as sought
by the Central Government for reconsideration of approval of excess
managerial remuneration, order awaited.
AUDITORS
M/s T.R. Chadha &Co., Chartered Accountants, Statutory Auditor of the
Company holds office till the conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. Your
Company has received necessary certificate from the Statutory Auditor
to this effect and their re-appointment, if made, will be in accordance
with the provisions of Section 224(1B) of the Companies Act, 1956.
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.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and Article
Of Association of the Company Mr. Anil Bhalla and Mr. Sumit Kumar Dutt,
directors retire by rotation and being eligible for re-appointment.
As required under clause 49(IV) (G) ofthe Listing Agreement, the
requisite information of Mr. Anil Bhalla and Mr. Sumit Kumar Dutt, inter
alia, in the nature of brief resume, nature of expertise, companies in
which he holds directorship/ memberships of Board Committees,
shareholding in the Company form sprat of the Notice of the Annual
General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, in relation to financial statements for the year 2012-13,
the Board of Directors state that:-
i. That in preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates tha tare
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at31st March, 2013 and the Profit of the
Company for the year ended on that date ;
iii That 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 your Company and
for preventing and detecting fraud and other irregularities; iv. That
the Directors have prepared the annual accounts on a going concern
basis.
AUDITCOMMITTEE
The audit committee has met and reviewed the financial statements for
the financial year ended 31.03.2013 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
The Management Discussion and Analysis Report has been separately
furnished in the Annual Report and forms part of the Annual Report.
CORPORATE GOVERNANCE
The Report on Corporate Governance and the certificate of compliance
with the conditions of Corporate Governance have been furnished in the
Annual Report and form part of the Annual Report.
PARTICULARS OF EMPLOYEES
Particulars of the Employees in accordance with the provisions of
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of employees) Rules 1975 as amended are given in the
Annexure-I forming part of this report.
PARTICULARS OF ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN
EXCHANGE EARNING AND OUT GO
The particulars of conservation of Energy and Technology absorption as
per217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 are not applicable as the Company is not operating any
manufacturing facility. During the year under review, the foreign
exchange earnings were Nil (Previous yearRs..93.92 lacs) and foreign
exchange outgo was Rs. 8.46 lacs (Previous year Rs.53.86lacs).
CODE OF CONDUCT
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the CEO & Managing Director affirming the compliance of Code of
Conduct by the Directors and senior management personnel for the year
under review is annexed to and forms part of the Corporate Governance
Report.
HUMAN RELATIONS
The Directors are happy to state that relations between the Company and
its employees remained cordial throughout the year. The Directors
express their appreciation for the services rendered by the employees
of the Company at various levels.
LISTING/DELISTING OF SHARES
Presently the Company''s equity shares are listed on the following
Stock Exchanges:
The National Stock Exchange of India Ltd., Mumbai.
The CalcuttaStock Exchange Association Ltd., Kolkatta.
The Ahmedabad Stock Exchange., Ahmedabad.
The Company has already applied for delisting of its shares from
Calcutta and Ahmadabad Stock Exchanges as these Stock Exchanges are no
more functional. ACKNOWLEDGEMENTS
Your directors wish to place on record their gratitude to the
employees, shareholders, customers, bankers and all others take holders
for their continued support to the Company''s growth initiatives.
For & on behalf of the Board,
Oswal Greentech Limited
Place: New Delhi Anil Bhalla
Date : 12.08.2013 CEO &Managing Director
Mar 31, 2012
To The Members of Oswal Greentech Ltd.
The Directors present the 30th Annual Report along with Audited
Statement of Accounts for the Financial Year ended 31st March, 2012.
FINANCIAL RESULTS
The summary of operating results for the year is given below:-
(Rs. in Lacs)
2011-12 2010-11
Gross Profit/(Loss) before
depreciation and tax 10295 10524
Depreciation 233 161
Profit/(Loss) before Tax 10062 10363
Fringe Benefit Tax - -
Tax 2152 2141
Profit/(Loss) after Taxation 7910 8222
Add : Balance brought forward
from last year (23462) (31684)
Balance in Profit & Loss Account (15552) (23462)
REVIEW OF OPERATIONS & FUTURE OUTLOOK
During the year, the company was engaged mainly in the activities
related to development and trading of Real Estate and Investments. The
company had gross revenue of Rs. 489.59 crores and has earned a net
profit of Rs. 79.10 crores after taxes against the gross revenue of Rs.
194.47 and net profit after taxes of Rs. 82.22 crores in the previous
year. The company has invested mainly in Real Estate Sectors in and
around Metro Towns and nearby areas where growth of this sector is
better than the growth in other cities of the country. The company has
also earned Interest Income from the funds which are temporarily
invested in various financial Instruments/Securities/Fixed Deposits.
A small set back to the Joint Development Project of the company was
received through the judgement of Hon'ble High Court of Mumbai which
has stopped the developmental activities carried on by the company
under Joint Development Agreement with M/s. Oswal Agro Mills Ltd.
(OAML). A Special Petition filed against the order before the Hon'ble
Supreme Court and the petition is moved by OAML and is already admitted
for the regular hearing. As the matter is sub-judice, the developmental
activities at the site are stopped due to the operation of the
judgement of the Hon'ble High Court of Mumbai.
The economic trend world wide is not very encouraging. However, the
Real Estate Sector is doing better than the other sectors. Future
Outlook for the company's growth looks bright keeping in view the
projects initiated by the Company which are likely to be completed in
near future.
SUBSIDIARY COMPANY
The company promoted M/S Oswal Engineering Ltd in UAE as wholly owned
subsidiary. The company's other subsidiary M/s. Universal Projects FZE
is already in business at UAE.
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.
DIVIDEND
In view of the projects being undertaken by the company, which require
heavy capital outlay, your directors do not recommend any dividend for
the year.
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.
CHANGE OF NAME
The name of the Company has been changed from Oswal Chemicals &
Fertilizers Limited to "OSWAL GREENTECH LIMITED" w.e.f. 23rd November,
2011, as approved by the Government of India- Ministry of Corporate
Affairs, Registrar of Companies, Punjab and Chandigarh.
AUDITORS' REPORT
The Auditor's report on audited accounts for the year 2011-12 contains
qualification regarding non-confirmation/reconciliation of certain
balances, managerial remuneration subject to the
approval/reconsideration of the Central Government.
The reconciliation with certain parties and their confirmation is in
process. The company is also in process of obtaining the approval of
the Central Government for managerial remuneration.
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
Shri Atul Kulshrestha and Shri Aditya Burra Shastri directors retire by
rotation and being eligible, offer themselves for re-appointment at the
ensuing Annual General Meeting.
Shri Abhey Kumar Oswal, Chairman & Managing Director of the company due
his pre-decided schedule has resigned from the post of Managing
Directorship but he still continue to act as Chairman and Director of
the company w.e.f. 11th July, 2012.
Shri Anil Bhalla, Whole time director of the company has
appointed/re-designated as Managing Director of the company w.e.f.11th
July 2012.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, in relation to financial statements for the year 2011-12,
the Board of Directors state that:-
i. That in preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
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 the profit of the
Company for the year ended on that date ;
iii. That 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 your Company and
for preventing and detecting fraud and other irregularities;
iv. That the Directors have prepared the annual accounts on a 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
Pursuant to Clause 49 of the listing agreement, Corporate Governance
Report and Management Discussion & Analysis are enclosed as Annexure-II
& III.
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 Practicing Company Secretary regarding the
compliance of conditions of Corporate Governance is place herewith.
PARTICULARS OF EMPLOYEES
Particulars of the Employees in accordance with the provisions of
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of employees) Rules 1975 as amended are given in the
Annexure-I forming part of this report.
PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN
EXCHANGE EARNING AND OUT GO.
The particulars of conservation of Energy and Technology absorption as
per 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 are not applicable as the Company's plants were not
operational during the year. During the year under review, the foreign
exchange earnings were 93.92 Lacs (Previous year Rs. 11281.69) and
foreign exchange outgo was 53.86 Lacs (Previous year Rs. 9089.51 Lacs).
HUMAN RELATIONS
The Directors are happy to state that relations between the Company and
its employees remained cordial throughout the year. The Directors
express their appreciation for the services rendered by the employees
of the Company at various levels.
LISTING/DELISTING OF SHARES
Presently the Company's equity shares are listed on the following Stock
Exchanges:
The National Stock Exchange of India Ltd., Mumbai
The Calcutta Stock Exchange Association Ltd., Kolkatta
The Ahemdabad Stock Exchange, Ahemdabad
The Applications for delisting of shares are pending with Calcutta
Stock Exchange and Ahemdabad Stock Exchange. The equity shares of the
Company continue to be listed with National Stock Exchange of India
Ltd.
Listing Fee for the year 2012-13 has been paid to the National Stock
Exchange of India Ltd.
ACKNOWLEDGEMENTS
The Board of Directors wishes to place on record their appreciation of
the sincere services rendered by employees, which have largely
contributed to its efficient management. Your Directors also wish to
place on records their appreciation for the valuable co-operation and
support received from the Government of India. We would also like to
express thanks to our shareholders for their continued support.
For & on behalf of the Board
Oswal Greentech Limited
ABHEY KUMAR OSWAL
Chairman & Director
Place : New Delhi
Date : 09.08.2012
Mar 31, 2011
The Members,
Oswal Chemicals & Fertilizers Ltd.
The Directors present the Twenty Ninth Annual Report along with
Audited Statement of Accounts for the Financial Year ended 31stMarch,
2011.
FINANCIAL RESULTS
The summary of operating results for the year is given below:-
(Rs. in Lacs)
2010-11 2009-10
Gross Profit/(Loss) before depreciation
and tax 10524 (1037)
Depreciation 161 140
Profit/(Loss) before Tax 10363 (1177)
Fringe Benefit Tax - 6
Current Tax 2141 -
Profit/(Loss) after Taxation 8222 (1183)
Add : Balance brought forward from
last year (31684) (30501)
Balance in Profit & Loss Account (23462) (31684)
REVIEW OF OPERATIONS & FUTURE OUTLOOK
During the year the Company carried on the activities of Investment,
development of Real Estate and Trading activities and has earned a
Profit before Tax but after Depreciation (PBT) of Rs.103.63 crores and
a net profit (PAT) of Rs.82.22 crores against a loss of Rs.11.77 crores
and Rs.11.83 crores in the previous year respectively. During the year
the Company has entered in a joint development agreement with Oswal
Agro Mills Ltd. for development of residential and commercial complexes
on their land situated at Chembur, Mumbai. This developmental activity
at Mumbai is likely to bring substantial gain to the company. The real
estate sector in India is growing by 10% annually and especially the
market in metro town of Mumbai and Delhi is growing at a rate that is
more than the annual growth rate for the industry.
There is shortage of natural resources across the globe and especially
in India and this area has always remained at the focus of your
company. There were efforts to purchase mining rights / mines of
natural resources like coal, iron, oil shells etc. continuously in past
few years by the management. Such efforts are continued with more
thrust on this sector. Outlook of the future in the above areas looks
quiet encouraging.
SUBSIDIARY COMPANY
The company promoted M/S Oswal Engineering Ltd in UAE as wholly owned
subsidiary. The company's other subsidiary M/s Universal Projects FZE
is already in business at UAE.
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.
DIVIDEND
In view of the projects being undertaken by the company, which require
heavy capital outlay, your directors do not recommend any dividend for
the year.
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.
CHANGE OF NAME
As you are aware that Company has taken up the business of Real Estate
activities with the consent of shareholders. The present name of the
Company does not reflect the nature of operations of the Company. Your
directors recommend that new name "OSWAL GREEN TECH LIMITEDÃ be
approved as contained in the notice convening Annual General Meeting.
AUDITORS' REPORT
The Auditor's report on audited accounts for the year 2010-11 contains
qualification regarding non- provision of doubtful debts,
non-confirmation/ reconciliation of certain balances, managerial
remuneration subject to the approval /reconsideration by the Central
Government.
No provision has been made against these doubtful debts, as the
management is confident of its recovery. The reconciliation with
certain parties and their confirmation is in process. The company is
also in process of obtaining the approval of the Central Government for
managerial remuneration.
AUDITORS
M/s T. R. Chadha & Co., Chartered Accountants, Statutory Auditors of
the Company hold 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
Shri Sumit Dutt and Shri Krishan Chander Bajaj directors retire by
rotation and being eligible, offer themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, in relation to financial statements for the year 2010-11,
the Board of Directors state that:-
i. That in preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
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 the profit of the
Company for the year ended on 31st March, 2011;
iii. That 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 your Company and
for preventing and detecting fraud and other irregularities;
iv. That the Directors have prepared the annual accounts on a going
concern basis.
AUDIT COMMITTEE
The audit committee has met and reviewed the financial statements for
the financial year ended 31.03.2011 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
Pursuant to Clause 49 of the listing agreement, Corporate Governance
Report and Management Discussion & Analysis are enclosed as Annexure-II
& III.
PARTICULARS OF EMPLOYEES
Particulars of the Employees in accordance with the provisions of
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of employees) Rules 1975 as amended are given in the
Annexure-I forming part of this report.
PARTICULARS OF ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN
EXCHANGE EARNING AND OUT GO.
The particulars of conservation of Energy and Technology absorption as
per 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 are not applicable as the Company's plants were not
operational during the year. During the year under review, the foreign
exchange earnings were 11281.69 Lacs (Previous year Rs.2458.29) and
foreign exchange outgo was 9089.51 Lacs (Previous year Rs.70.30 Lacs).
HUMAN RELATIONS
The Directors are happy to state that relations between the Company and
its employees remained cordial throughout the year. The Directors
express their appreciation for the services rendered by the employees
of the Company at various levels.
LISTING / DELISTING OF SHARES
Presently the Company's equity shares are listed on the following Stock
Exchanges:
The National Stock Exchange of India Ltd., Mumbai
The Calcutta Stock Exchange Association Ltd.,
Kolkata The Ahmedabad Stock Exchange., Ahmedabad
The Applications for delisting of shares are pending with Calcutta
Stock Exchange and Ahmedabad Stock Exchange. The equity shares of the
Company continue to be listed with National Stock Exchange of India
Ltd.
Listing Fee for the year 2011-12 has been paid to the National Stock
Exchange of India Ltd.
ACKNOWLEDGEMENTS
The Board of Directors wishes to place on record their appreciation of
the sincere services rendered by employees, which have largely
contributed to its efficient management. Your Directors also wish to
place on records their appreciation for the valuable co-operation and
support received from the Government of India. We would also like to
express thanks to our shareholders for their continued support.
For & on behalf of the Board
Oswal Chemicals & Fertilizers Limited
ABHEY KUMAR OSWAL
Chairman & Managing Director
Place : New Delhi
Date : 10.08.2011
Mar 31, 2010
The Directors present the Twenty Eighth Annual Report along with
Audited Statement of Accounts for the Financial Year ended 31 st March,
2010.
FINANCIAL RESULTS
The summary of operating results for the year is given below:-
(Rs. in Lacs)
2009-10 2008-09
Gross Profit/(Loss) before
depreciation and Tax (1037) 2866
Depreciation 140 138
Profit/(Loss) before Tax (1177) 2728
Fringe Benefit Tax 6 32
Current Tax - 310
Profit/(Loss) after Taxation (1183) 2386
Add : Balance brought forward from
last year (30501) (32887)
Balance in Profit & Loss Account (31684) (30501)
REVIEW OF OPERATIONS & FUTURE OUTLOOK
During the year, the Company has suffered a loss of Rs.11.83 Crores due
to depressed market conditions in the real estate sector. The Company
continued to have a very cautious approach towards the real estate
sector. The general economic conditions have already started showing
signs of recovery, specially in the fertilizers sector where the
increasing demand from farmers and change in Government policy have
made this sector quite attractive.
Your company is trying to explore the possibility of setting up a
manufacturing facility in a country where the raw material for the
manufacture of Phosphoric Fertilizer is available. The demand for the
phosphoric fertilizers in the country has seen an increasing pattern
over the last five years and India is net importer of phosphoric
fertilizer. The past experience of your company proves that the
manufacturing facility for the Phosphoric Fertilizer must remain close
to the source of the raw material. I am happy to inform you that your
company is seriously negotiating with the Govt. of Syria to set up a
manufacturing facility with a tie up of raw material i.e. Rock
Phosphate through the wholly owned subsidiary company M/s Universal
Projects FZE and hopes to sign a MOU within a month.
With the Govt, changing the fertilizer policy and the demand for
fertilizers increasing every year, the future outlooks very bright.
SUBSIDIARY COMPANY
The company promoted M/S Oswal Engineering Ltd in UAE as wholly owned
subsidiary. The companys other subsidiary M/s Universal Projects FZE
is already in business at UAE. This subsidiary company is actively
negotiating to acquire raw materials to set up a phosphoric fertilizer
plant at Syria.
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.
DIVIDEND
In view of the projects being undertaken by the company, which require
heavy capital outlay, your directors do not recommend any dividend for
the year.
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 REPORT
The Auditors report on audited accounts for the year 2009-10 contains
qualification regarding non-provision of doubtful debts,
non-confirmation/ reconciliation of certain balances, managerial
remuneration subject to necessary approvals from Central Government and
shareholders approvals for making donations in excess of limits
provided in section 293 (1) (e) of the Companies Act, 1956.
The management is confident that all the debtors are fully realizable.
The reconciliation with certain parties and their confirmation is in
process and shareholders approvals for making donations in excess of
prescribed limit is being sought in the ensuing Annual General Meeting
of the company.
The company is also in the process of obtaining the necessary approval
of the Central Government for the managerial remuneration.
AUDITORS
M/s T. R. Chadha & Co., Chartered Accountants, Statutory Auditors of
the Company hold 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(1 B) 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
Shri Anil Bhalla and Shri Burra Aditya Shastri directors retire by
rotation and being eligible, offer themselves for re-appointment.
Dr. Virender Kumar Jain, Director has resigned from the Board of the
Company with effect from 07.08.2009. Your Directors express their
appreciation for the valuable contribution made by Dr. Virender Kumar
Jain during their tenure in the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, in relation to financial statements for the year 2009-10,
the Board of Directors state that:-
i. That in preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
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 31 st March, 2010 and the profit of the
Company for the year ended on 31st March, 2010;
iii. That 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 your Company and
for preventing and detecting fraud and other irregularities;
iv. That the Directors have prepared the annual accounts on a 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
Pursuant to Clause 49 of the listing agreement, Corporate Governance
Report and Management Discussion & Analysis are enclosed as Annexure-
II & III.
PARTICULARS OF EMPLOYEES
Particulars of the Employees in accordance with the provisions of
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of employees) Rules 1975 as amended are given in the
Annexure-I forming part of this report.
PARTICULARS OF ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN
EXCHANGE EARNING AND OUT GO
The particulars of conservation of Energy and Technology absorption as
per 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 are not applicable as the Companys plants were not
operational during the year. During the year under review, the foreign
exchange earnings were Rs. 2458.29 Lacs (Previous year NIL) and foreign
exchange outgo was Rs.70.30 Lacs (Previous year Rs.31.88 Lacs).
HUMAN RELATIONS
The Directors are happy to state that relations between the Company and
its employees remained cordial throughout the year. The Directors
express their appreciation for the services rendered by the employees
of the Company at various levels.
LISTING / DELISTING OF SHARES
Presently the Companys equity shares are listed on the following Stock
Exchanges:
The National Stock Exchange of India Ltd
The Calcutta Stock Exchange Association Ltd.
The Ahmedabad Stock Exchange
The Applications for delisting of shares are pending with Calcutta
Stock Exchange and Ahmedabad Stock Exchange. The equity shares of the
Company continue to be listed with National Stock Exchange of India
Ltd.
Listing Fee for the year 2010-11 has been paid to the National Stock
Exchange of India Ltd.
ACKNOWLEDGEMENTS
The Board of Directors wishes to place on record their appreciation of
the sincere services rendered by employees and also place on record
their appreciation for the valuable co-operation and support received
from the Govt. of India. I would also like to thanks our shareholders
for their continued support.
For & on behalf of the Board
Oswal Chemicals & Fertilizers Limited
Place ; New Delhi ABHEY KUMAR OSWAL
Date : 12.08.2010 Chairman & Managing Director
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