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Directors Report of Oswal Green Tech Ltd.

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 Company’s 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 company’s 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, 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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