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Notes to Accounts of Oswal Green Tech Ltd.

Mar 31, 2018

1. COMPANY OVERVIEW

Oswal Greentech Limited (âcompanyâ)is a listed company incorporated and domiciled in India and has its principal place of business at 7th Floor, Antriksh Bhawan, Kasturba Gandhi Marg, Connaught Place, New Delhi- 110001. The companyâs shares are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The principal business of the company is trading and development of real estate projects. Further, the company also lends its surplus funds as interest bearing inter-corporate deposits. The standalone financial statements are approved for issue by the companyâs board of directors on 25th May, 2018.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation and presentation of standalone financial statements

(a) Basis of preparation of standalone financial statements

These standalone financial statements have been prepared and presented on a going concern basis under the historical cost convention (except those revalued), on the accrual basis of accounting and comply with the Indian Accounting Standards prescribed by the Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of the Companies (Accounts) Rules, 2014, other pronouncements of the Institute of Chartered Accountants of India, guidelines issued by Securities and exchange board of India (SEBI) and the relevant provisions of the Companies Act, 2013/Companies Act, 1956, as adopted consistently by the Company.

(b) Statement of compliance with Ind ASs

The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules notified till date of standalone financial statements, to the extent applicable.

(c) Basis of Measurement

The standalone financial statements have been prepared on a historical cost convention and on an accrual basis except for the defined benefit and other long-term employee benefits obligations and investments measured at fair value through profit and loss (FVTPL)/ fair value through other comprehensive income (FVTOCI) that have been measured at fair value as required by relevant Ind AS.

(d) Use of Estimates and Judgements

The preparation of standalone financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the standalone financial statements is included in the following notes:

i) Income taxes: The Companyâs tax jurisdiction is India. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

ii) Provisions and Contingencies: The assessments undertaken in recognising the provisions and contingencies have been made in accordance with Ind AS 37, âProvisions, Contingent Liabilities and Assetsâ. The evaluation of the likelihood of the contingent events has required best judgement by management regarding the probability of exposure to potential loss. Should circumstances change following unforeseeable developments, this likelihood could alter.

iii) Post Employment benefit plan: Employee benefits obligations are measured on the basis of actuarial assumptions which include mortality and withdrawal rates as well as assumptions concerning future developments in discount rates, the rate of salary increase and the inflation rate. The company considers that the assumptions used to measure its obligations are appropriate and documented. However, any changes in these assumptions may have a material impact on the resulting calculations.

iv) Other estimates: The preparation of standalone financial statements involves estimates and assumptions that affect the reported amount of assets, liabilities, disclosure of contingent liabilities at the date of standalone financial statements and the reported amount of revenues and expenses for the reporting period. Specifically, the Company estimates the probability of collection of accounts receivable by analysing historical payment patterns etc.

(e) Functional and Presentation Currency

Items included in the standalone financial statements of the company are measured using Indian Rupee (?) which is the functional currency of the company and the currency of the primary economic environment in which the entity operates. The presentation currency of the company is also Indian Rupee (?) (rounded off to â Lakhs upto two decimals).

3. RECENT INDIAN ACCOUNTING STANDARDS (IND AS)

Ministry of Corporate Affairs (âMCAâ) through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Company has not applied as they are effective for annual periods beginning on or after April 1, 2018:

Ind AS 115 - Revenue from Contracts with Customers

Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 - Revenue, Ind AS 11 - Construction Contracts when it becomes effective.

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligation in contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when âcontrolâ of the goods or services underlying the particular performance obligation is transferred to the customer.

The company is evaluating the impact of this amendment on its financial statements.

(ii) Contractual Obligations and restrictions

a) On the demise of Mr. Abhey 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 of Rs.11,344.42 lakh (previous year Rs.11,424.23 lakh) owned by the holding 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 against the company which has now been vacated vide order dated 14th May, 2018.

b) The company has no restrictions on the realisability of its Property, plant and equipment and investment property and has no contractual obligations to purchase, construct or develop Property, plant and equipment and investment properties or for repairs, maintenance and enhancements.

Estimation of fair value

The company obtains independent valuations for its investment properties at least annually. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available, the company considers information from a variety of source including:

- Current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences

- Discounted cash flow projections based on reliable estimates of future cash flows

- Capitalised income projections based upon a propertyâs estimated net market income and a capitalisation rate derived from an analysis of market evidence

The fair values of investment properties have been determined by an accredited registered valuer holding the recognised and relevant professional qualification and has recent experience in the location and category of the investment property being valued. The main inputs used are the local enquiries and prevailing market trends adjusted for location, size, utility, condition and other factors having influence over the fair value. All resulting fair value estimates for investment properties are included in level 3.

(c) Right, preference and restrictions attached to equity shares

The Company has only one type of equity shares having par value of Rs. 10 each per share. All shares rank pari passu with respect to dividend, voting rights and other terms. Each shareholder is entitled to one vote per share. The equity shareholders are entitled to dividend rights according to their paid up portion of the share capital. The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting. The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Securities Premium Reserve

Securities premium reserve represents premium on issue of equity shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Capital Redemption Reserve

Capital redemption reserves represents reserve created at the time of redemption of preference shares to keep the capital base intact. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

General Reserve

This represents appropriation of profit by the Company. In the absence of any transfer to the General Reserve, there has been no movement in the General Reserve this year.

Retained Earnings

Retained earnings comprise of the Companyâs undistributed earnings after taxes.

Equity instruments through OCI

This represents the gain/(loss) on remeasurement of equity instruments through other comprehensive income Remeasurement of net defined benefit plan

This represents the gain/(loss) on remeasurement of net defined benefit plan

2) Defined Benefit plan:

I. Gratuity

The Company operates an unfunded gratuity plan. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.

a. The liability is determined based on actuarial valuation using the Projected Unit Credit Method as at the balance sheet date, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

b. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plan, is based on market yields on Government securities as at the balance sheet date.

c. Actuarial gains and losses are recognised immediately in Other comprehensive income in Statement of profit and loss. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs.

The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.

Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.

Sensitivities as to rate of inflation and life expectancy are not applicable being a lump sum benefit on retirement.

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the year.

4 DISCLOSURE UNDER IND AS -17 âLEASESâ:

The company has taken on lease office space under operating lease arrangements that are renewable on a periodic basis at the option of both the lessor and the lessee. The rent is subject to increase as per the prevalent market rates. The company has also sublet a part of rented office space to its group company.

* Department of Fertilizers, Ministry of Chemical and Fertilizers has raised a demand, including interest, amounting to Rs. 11,142.00 Lakh on delay in refund of subsidy for VII and VIII pricing periods. The company has filed a writ before Honâble Delhi High Court for which decision is pending. Management envisage no liability on account of interest as the refund of excess amount of subsidy claimed by the Union was itself not payable for which Letters Patent Appeal (LPA) had been filed and pending before the Honâble Delhi High Court.

Note: Interest and other levies in addition to above to be ascertained at the time of final outcome of the adjudications.

5 SEGMENT INFORMATION

For management purposes, the Company is organised into business units based on its products and services and has three reportable segments, as follows:

- The real estate segment, which comprise of activities in the real estate sector including development of real estate, trading of real estate assets etc.;

- The investment segment, comprise of extending in form of intercorporate deposits of the surplus funds, investment in equity instruments and other securities;

- The trading segment, which comprise of activities in the trading of derivatives and equity instruments;

- Unallocable segment comprise of activities which can not be allocated to any of the above three segments and none of the activities meet the quantitative thresholds to produce a reportable segments. The source of revenue comprise majorly of interest income on fixed deposits and miscellaneous income not allocable to reportable segments.

- No operating segments have been aggregated to form the above reportable operating segments:

Note 1: The company does not have any material operations outside India and hence disclosure of geographic segments is not given.

Note 2: Revenue from two customers exceeded 10% of the companyâs revenue in F.Y 2017-18 viz. Rs. 6,100.46 lakh arising from interest on intercorporate deposits under investment segment. However, in previous year 2016-17 three customers exceeded 10% of the companyâs revenue viz. Rs. 5,891.34 lakh arising from interest on inter-corporate deposits under investment segment.

Note 3: The interest expense and tax expense has not been disclosed by segment as the same is not allocable to any reportable segment. Note 4: The company has incurred loss on sale of investment of Nil (Previous year Rs. 3,849.25 lakh) under investment segment.

All the above loans has been given for business purposes of the borrower.

II. Particulars of investment made are given in Note no. 5, 6 and 13.

III. The company has not given any guarantee or security in connection with a loan to any other body corporate or person.

IV. Employee Loans given as per Companyâs policy have not been considered for the above disclosure.

Note: (i) The fair value of the financial assets and liabilities is determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

(ii) The management assessed that fair value of trade receivables, cash and cash equivalents and bank balances other than cash and cash equivalents and other financial assets and financial liabilities measured at amortised cost approximates their carrying amounts due to the short-term maturities of these instruments and the transactions being entered at armâs length. In respect of loans, the fair value equals the carrying value as the risk management mechanism established by the company indicates that no impairment in the value of these loans.

6 FAIR VALUE HIERARCHY

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following tables present the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis as on 31st March, 2018 and 31st March, 2017

There have been no transfers among Level 1, Level 2 and Level 3 during the year ended on 31st March, 2018 or on 31st March 2017.

A one percent point change in the unobservable inputs used in fair valuation of level 3 assets does not have a significant impact in its value.The fair value of investments in mutual fund is determined on the basis of NAV of mutual fund declared on the last day of the financial year. The fair values of the listed equity instruments were determined on the basis of the closing price on the last day of the financial year. In respect of investment properties, fair value is determined based on the valuation report from an independent valuer. The determination of the valuation by the valuer is based on the local enquiries and prevailing market trends adjusted for location, size, utility, condition and other factors having influence over the fair value.

7 FINANCIAL RISK MANAGEMENT

The Companyâs principal financial assets include investment in equity instruments and mutual funds, inter-corporate deposits, other receivables and cash & bank balances

The Companyâs principal financial liabilities mainly comprise of creditors for expenses and employee benefits payable.

The Companyâs activities expose it to credit risk and liquidity risk. The company is not exposed to any market risk, neither in form of interest rate risk as the debt instruments issued by the company (i.e. intercorporate deposits) bear a fixed rate of interest as per the inter-corporate deposit agreements nor any foreign exchange risk. The different types of risk the company is exposed to are as follows:

(i) Credit risk

Credit risk is the risk that customer or counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Companyâs significant credit risk concentration is in its loans given [i.e. intercorporate deposits (ICD)] and interest receivable thereon aggregating to Rs. 87,447.13 lakh i.e. 69.31% of total financial assets as at 31st March, 2018 (Rs. 72,678.09 lakh i.e. 64.02 % of total financial assets as at 31st March, 2017). The objective of managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the ICD parties on regular basis by analysing their default pattern, reviewing annual financial performance and creditworthiness as evident from their financial statements. The company regularly assesses the increase in risk of default since initial recognition. The company considers a default of more than 6 months as an indicator for increased risk of default requiring the assessment of expected credit losses and resulting impairment, if any.

However, as at the date of balance sheet all parties were regular in meeting their contractual obligations and none of the financial assets are credit impaired other than those for which adequate allowance for credit losses have been made. Credit risk on cash & cash equivalents and other bank balances is limited as the company holds these deposits with scheduled banks with high credit ratings

Investments are primarily in quoted equity instruments of companies. Further, the company invests on short term basis in mutual funds having high credit rating from domestic credit rating agencies.

Exposure to credit risk

The gross carrying amount of financial assets, net of any impairment recognised represents the maximum credit exposure. The maximum credit exposure as at 31.03.2018 and as at 31.03.2017 is as follows:

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The company does not have any significant financial liability as at March 31, 2018 or March 31, 2017 and Company has enough liquid funds in the form of cash and cash equivalents to meet its financial obligations as and when they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

As at 31st March, 2018, the company had a working capital of Rs. 1,24,393.43 lakh (Previous year Rs. 1,24,969.41 lakh). Further, the company has substantial pool of highly liquid financial assets like cash & cash equivalents and short term investments in mutual funds aggregating to Rs. 4,949.53 lakh (Previous year Rs. 9,927.00 lakh) as against the total current liabilities (excluding provision for legal liabilities, settlement of which is uncertain) of Rs. 432.43 lakh (Previous year Rs. 382.86 lakh) which clearly establishes the strong liquidity position of the company.

(i) Cases in respect of entry tax, electricity duty, sale tax and property tax are pending before different adjudication authorities and will be settled at the amount finalised by the judgement of the respective authorities.

(ii) In respect of civil cases, the proceedings are pending at different legal forums. However, these are expected to be settled in the succeeding financial years.

(iii) Provisions are made herein for medium risk oriented issues as a measure of abundant precaution

(iv) Remote risk possibility of further cash outflows is presumed pertaining to contingent liabilities as listed in note no. 40.

8 OTHER NOTES:

(i) Capital management: The company has only equity capital as the only source of capital and has no funds raised in form of borrowings. The company aims at utilising the capital in the most optimum manner. Hence the comprehensive disclosures required by Ind AS 1, in respect of capital management are not required by the company.

(ii) Average Net profit for the three immediately preceding financial years, as per Section 198 of the Companies Act, 2013 (âActâ) is nil. Accordingly, company was not required to spend any amount on CSR activities as per Section 135 of the Act in the current and previous year.

(iii) Based on the information available with the Company, there are no dues as at March 31, 2018 or March 31, 2017 payable to enterprises covered under âMicro, Small and Medium Enterprises Development Act, 2006â. No interest is paid/payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

(iv) One of the shareholder of Oswal Agro Mills Limited (OAML) holding 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 subjudice

(v) As per the internal assessment of the company, there is no non financial asset requiring allowance for impairment in compliance of IND AS 36 on âImpairment of Assetsâ other than already provided for, if any.

Mar 31, 2017

1. COMPANY OVERVIEW

Oswal Greentech Limited is a listed company incorporated and domiciled in India and has its principal place of business at 7th Floor, Antriksh Bhawan, Kasturba Gandhi Marg, Connaught Place, New Delhi- 110001. The company is listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The principal business of the company is trading of residential/commercial flats/plot of lands and development of real estate projects. Further, the company also lends its surplus funds as interest bearing inter-corporate deposits. The standalone financial statements are approved for issue by the companyâs board of directors on 26th May, 2017.

NATURE AND PURPOSE OF COMPONENTS OF OTHER EQUITY:

Securities Premium Reserve

Securities premium reserve represents premium on issue of equity shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Capital Redemption Reserve

Capital Redemption reserve represents reserve created at the time of redemption of preference shares to keep the capital base intact. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

General Reserve

This represents appropriation of profit by the Company. In the absence of any transfer to the General Reserve, there has been no movement in the General Reserve this year.

Retained Earnings

Retained earnings comprise of the Companyâs prior yearsâ undistributed earnings after taxes.

Equity Instruments through OCI

The represents the gain/loss on remeasurement of Equity Instruments through other Comprehensive Income.

Remeasurement of net defined benefit plan

This represents the gain/(loss) on remeasurement of net defined benefit plan

2) Defined Benefit plan:

I. Gratuity

The company operates an unfunded gratuity plan. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company retirement, whichever is earlier. The benefits vest after five years of continuous service.

* Department of Fertilizers, Ministry of Chemical and Fertilizers has raised an interest demand amounting to Rs.11,214.68 Lakh on delay in refund of subsidy for VII and VIII pricing periods. The company has filed a writ before Honâble Delhi High Court for which decision is pending. Management envisage no liability on account of interest as the refund of excess amount of subsidy claimed by the Union was itself not payable for which Letters Patent Appeal (LPA) had been filed and pending before the Honâble Delhi High Court.

3. RESTATEMENT OF PRIOR PERIOD ADJUSTMENTS

During the previous financial year i.e., F.Y 2015-16, the company identified a prior year income of Rs.6.06 lakh in respect of interest on fixed deposits and prior year expense of Rs.14.30 lakh in respect of consultation charges that required the restatement as at 1st April, 2015.

4 RELATED PARTY DISCLOSURES

(A) Related parties and transactions with them as identified by the management are given below:

(a) Wholly Owned Subsidiary

Oswal Engineering Limited

(b) Associate

News Nation Networks Private limited (upto 24th August, 2016)

(c) Entities with significant influence over the company Oswal Agro Mills Limited

(d) Key Managerial Personnels

Mr. Abhey Kumar Oswal Erstwhile Whole Time Director (Demised on 29th March, 2016)

Mrs. Aruna Oswal Chairperson cum Whole Time Director (w.e.f 1st June, 2016)

Mr. Anil Bhalla Managing Director & CEO

Mr. Vipin Vij Chief Financial Officer

(e) Other related parties

Mohan Dai Oswal Cancer Treatment & Research Foundation Entity controlled by the companyâs directors Mrs. Pratibha Bhalla Wife of Mr. Anil Bhalla

5. SEGMENT INFORMATION

For management purposes, the Company is organised into business units based on its products and services and has three reportable segments, as follows:

- The real estate segment, which comprise of activities in the real estate sector including development of real estate, trading of real estate assets etc.;

- The investment segment, comprise of extending in form of intercorporate deposits of the surplus funds, investment in equity instruments and other securities;

- The trading segment, which comprise of activities in the trading of derivatives and equity instruments;

- No operating segments have been aggregated to form the above reportable operating segements.

6 FAIR VALUE HIERARCHY

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following tables present the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis as on 31st March, 2017 and 31st March, 2016

There have been no transfers among Level 1, Level 2 and Level 3 during the year ended on 31st March, 2017 or on 31st March 2016.

A one percent point change in the unobservable inputs used in fair valuation of level 3 assets and liabilities does not have a significant impact in its value.

The fair value of investments in mutual fund is determined on the basis of NAV of mutual fund declared on the last day of the financial year. The fair values of the listed equity instruments were determined on the basis of the closing price on the last day of the financial year. In respect of unlisted equity instruments and debt instruments measured at FVTPL/FVTOCI, fair value is determined based on the valuation report from an independent valuer. The determination of the valuation by the valuer is based on level 3 inputs like discounted cash flows, net assets value etc.

7 FINANCIAL RISK MANAGEMENT

The Companyâs principal financial assets include investment in equity & debt instruments and mutual funds, inter-corporate deposits, trade receivables, other receivables and cash & bank balances.The Companyâs principal financial liabilities mainly comprise of creditors for expenses and employee benefits payable.The Companyâs activities expose it to credit risk and liquidity risk. The company is not exposed to any market risk, neither in form of interest rate risk as the debt instruments issued by the company (i.e. intercorporate deposits) bear a fixed rate of interest as per the inter-corporate deposit agreements nor any foreign exchange risk. The different types of risk the company is exposed to are as follows:

(i) Credit risk

Credit risk is the risk that customer or counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Companyâs significant credit risk concentration is in its trade receivables and loans given [i.e. intercorporate deposits (ICD)] and interest receivable thereon aggregating to Rs.72,678.09 lakh i.e. 64.02% of total financial assets as at 31st March, 2017 (Rs. 66,426.92 lakh i.e. 62.13 % of total financial assets as at 31st March, 2016). The objective of managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the ICD parties on regular basis by analysing their default pattern, reviewing annual financial performance and creditworthiness as evident from their financial statements. The company regularly assesses the increase in risk of default since initial recognition. The company considers a default of more than 6 months as an indicator for increased risk of default requiring the assessment of expected credit losses and resulting impairment, if any. The company uses a provision matrix to compute the expected credit losses (ECL) for trade receivables. The provision matrix takes into account internal and external credit risk factors and the companyâs historical experience for customers

Investments are primarily in equity and debt instruments of companies. The management regularly values the investments from independent professional valuers to determine any impairment in the value of investments. Further, the company invests on short term basis in mutual funds having high credit rating from domestic credit rating agencies.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The company does not have any significant financial liability as at March 31, 2017 or March 31, 2016 and Company has enough liquid funds in the form of cash and cash equivalents to meet its financial obligations as and when they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

As at 31st March, 2017, the company had a working capital of Rs.1,59,134.02 lakh (Previous year Rs.1,38,852.95 lakh). Further, the company has substantial pool of highly liquid financial assets like cash & cash equivalents, trade receivables and short term investments in mutual funds aggregating to Rs.9,927.00 lakh (Previous year Rs.3,233.73 lakh) as against the total current liabilities (excluding provision for legal liabilities, settlement of which is uncertain) of Rs.463.97 lakh (Previous year Rs.1,047.95 lakh) which clearly establishes the strong liquidity position of the company.

10. FIRST TIME ADOPTION OF IND AS

These financial statements, for the year ended 31st March, 2017 have been prepared in accordance with Ind AS. For periods up to and including the year ended 31 March, 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31st March, 2017, together with the comparative period data as at and for the year ended 31 March, 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Companyâs opening balance sheet was prepared as at 1st April, 2015, the Companyâs date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheets at 1st April, 2015 and the financial statements as at and for the year ended 31st March, 2016.

(a) EXCEPTIONS TO RETROSPECTIVE APPLICATION OF OTHER IND AS (IND AS 101):

i) Estimates: An entityâs estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is an objective evidence that those estimates were in error. The Company has not made any changes to estimates made in accordance with previous GAAP.

ii) Ind AS 109- Financial Instruments (Derecognition of previously recognised financial assets/financial liabilities): As per Ind AS 101, an entity shall apply the derecognition requirements in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. The Company has applied the derecognition requirement prospectively.

iii) Ind AS 109- Financial Instruments (Classification and measurement of financial assets): As per Ind AS 101, classification and measurement of financial assets shall be made on the basis of the facts and circumstances that exist at the date of transition to Ind AS. The Company has evaluated the facts and circumstances existing on the date of transition to Ind AS for the purpose of classification and measurement of financial assets and accordingly has classified and measured financial assets on the date of transition.

iv) Ind AS 109- Financial Instruments (Impairment of financial assets): As per Ind AS 101, impairment requirements under Ind AS 109 should be applied retrospectively based on the reasonable and supportable information that is available on transition date without undue cost or effort. The Company has applied impairment requirements retrospectively.

(b) EXEMPTIONS FROM OTHER IND ASs- IND AS 101

i) Deemed Cost for property, plant and equipment and investment property: Ind AS 101 permits a first time adopter to elect to continue with the carrying value of all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use as its deemed cost as at the date of transition. This exemption can also be used for investment property covered by Ind AS 40, Investment Properties. Accordingly, the company has elected to measure all of its property, plant and equipment and investment properties at their previous GAAP carrying amount.

ii) Deemed cost for investment in subsidiaries and associates: As per Ind AS 101, an entity is required to account for its investments in subsidiaries, associates and joint ventures either, a) at cost; or b) in accordance with Ind AS 109.Such cost in (a) above shall be cost as per Ind AS 27 or deemed cost. The deemed cost of such an investment shall be its fair value on the date of transition to Ind AS or previous GAAP carrying amount at the date. The company has elected to measure its investment in subsidiaries and associates (except those measured at FVTPL) at deemed cost as determined in accordance with Ind AS 27 i.e. previous GAAP carrying amount of investment in subsidiaries/Associates as at 1st April, 2015.

iii) IND AS 109 Financial Instruments :

An entity may designate an investment in an equity instrument as at fair value through other comprehensive income (FVTOCI) in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS. The Company has designated unquoted equity instruments in companies other than subsidiaries at FVTOCI, based on the assessment made on the date of transition to Ind AS. c) EQUITY RECONCILIATION AS PER THE REQUIREMENTS OF IND AS 101:

The following reconciliations provide the effect of transition to Ind AS from IGAAP in accordance with Ind AS 101:

I. Equity as at 1st April 2015 and as at 31st March 2016

II. Total comprehensive income for the year ended 31st March, 2016

III. Reconciliation of other equity as at 1st April, 2015 and 31st March, 2016

IV. Footnotes

(d) Reconciliation of statement of cash flow

There are no material adjustment to the statement of cash flows as reported under previous GAAP

* ââSpecified Bank Notes shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407 (E), dated the 8th November, 2016.â i.e. series of the value of five hundred rupees and one thousand rupees existing on 8th November, 2016 that ceased to be legal tender as on that date.

11. OTHER NOTES:

(i) Capital Management : The Company has only Equity Capital as the only Source of Capital and has no funds raised in the form & borrowings. The Company aims at utilising the Capital in the most optimum manner. Hence the Comprehensive disclosures required by Ind As I, in respect of Capital management are not required by the Company.

(ii) Average Net profit for the three immediately preceding financial years, as per Section 198 of the Companies Act, 2013(âActâ) is nil. Accordingly, company was not required to spend any amount on CSR activities as per Section 135 of the Act in the current and previous year.

(iii) As per the internal assessment of the company, there is no non financial asset requiring allowance for impairment in compliance of IND AS 36 on âImpairment of Assetsâ other than already provided for, if any.

Mar 31, 2016

(c) Right, preference and restrictions attached to equity shares

Based on the information available with the Company, there are no dues as at March 31, 2016 payable to enterprises covered under âMicro, Small and Medium Enterprises Development Act, 2006â. No interest is paid/payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

* Includes Rs, 3,173.84 Lac (Previous Year Rs, 3,320.56 Lac) in respect of provisions made for legal disputes against the company. ** Includes amount payable to related parties Rs, 13.64 Lac (Previous Year Rs, 21.04 Lac)

*** Includes amount payable to related parties Rs, 0.3 Lac (Previous Year Rs, Nil)

* Represents provision for current year (Net of TDS of Rs, 830.14 Lac, Previous Year TDS/Advance Tax of Rs, 940.55 Lac)

* In the opinion of the management, diminution in value of long term Investment in Associate company, M/s News Nation Network Private Limited, is not permanent in nature. Hence, no provision for the same has been provided during the year ended 31.03.2016.

** Fully convertible into equity shares at the option of the debenture holder and if not opted for conversion into equity shares, the debentures shall be repayable within 10 years from the date of first disbursement (âRepayment Date i.e. 17th September, 2013â) or such other period as may be mutually agreed.

* Held in Escrow Account Jointly With Kribhco Shyam Fertilizers Limited as security deposit in the case of interest demand raised by the Government on delay in refund of subsidy for VII and VIII pricing period. The matter is subjudice before the Hon''ble High Court of Delhi as referred to in Note 3.27 A.

* ³ Fixed Deposits are pledged as security/margin money with various government authorities and/or Banks.

* Department of Fertilizers, Ministry of Chemical and Fertilizers has raised an interest demand amounting to '' 11,214.68 Lac on delay in refund of subsidy for VII and VIII pricing periods. The company has filed a writ before Hon''ble Delhi High Court for which decision is pending. Management envisage no liability on account of interest as the refund of excess amount of subsidy claimed by the Union was itself not payable for which Letters Patent Appeal (LPA) had been filed and pending before the Hon''ble Delhi High Court.

1. DEFERRED TAX ASSTES /LIABILITIES (AS-22)

No deferred tax asset on depreciation, retirement benefits, provision for doubtful debts/ advances etc. has been recognized in view of prudence due to the fact that as at March 31, 2016 reasonable certainty of availability of sufficient future taxable income is not there.

2.RELATED PARTY DISCLOSURES (AS-18)

(A) Related parties and transactions with them as identified by the management are given below:

(a) Enterprises under the control of the Company:

Oswal Engineering Limited, Dubai Wholly Owned Subsidiary

(b) Associate of the company and Enterprise to which company is associate:

News Nation Network Private limited Associate of company

Oswal Agro Mills Limited Enterprise to which company is associate

Name Relationship

Mr. Abhey Kumar Oswal* Whole Time Director

Mr. Anil Bhalla Managing Director & CEO

Mr. Vipin Vij Chief Financial Officer

Mrs. Pratibha Bhalla Wife of Mr. Anil Bhalla

(d) Enterprises over which Key Management Personnel and their relatives have significant influence:-Mohan Dai Oswal Cancer Treatment & Research Foundation

* Demised on 29th March, 2016

Note: The remuneration/Salary and Other benefits to Key management personnel does not include the provisions made for Gratuity and leave benefits, as they are determined on actuarial basis of the company as a whole.

3. SEGMENT (AS-17)

The business segment is the primary segment of the Company consisting of:-

(i) Investment Activities

(ii) Trading Activities

(iii) Real Estate

Note: The company does not have any material operations outside India and hence disclosure of geographic segments is not given.

All the above loans has been given for business purposes.

II. Particulars of investment made are given in Note No. 3.8 and 3.11.

III. The company has not given any guarantee or security in connection with a loan to any other body corporate or person.

IV. Employee Loans given as per Company''s policy have not been considered for the above disclosure.

4.Leases- (AS-19)

Rental payments amounting to Rs, 334.06 Lac (Previous Year Rs, 319.51 Lac) is recognized in the Statement of Profit and Loss for the year ended 31st March 2016.

Previous year figures are given in bracket 3.39 OTHER NOTES:

(i) In the opinion of the management, all current assets and loan & advances as on March 31, 2016 have a value on realization in the ordinary course of business at least equal to the amounts at which they are stated in the Balance Sheet.

(ii) Net Average profit for the three immediately preceding financial years, as per Section 198 of the Companies Act, 2013 (âActâ) is nil. Accordingly, company was not required to spend any amount on CSR activities as per Section 135 of the Act. However, company spent Rs, 256 Lac (Previous year Rs, 272 Lac) on CSR Activities.

(iii) Previous year''s figures have been regrouped /reclassified wherever necessary to correspond with the current year''s classification / disclosure.

Provision is made for doubtful receivables. Bad debts are written off as they arise.

b) Pre-operative expenses:

All expenses related to various projects by the company are treated as pre-operative expenses till the commencement of commercial production.

c) Payables and accruals:

Liabilities are recognized for amounts to be paid for goods or services received whether or not invoiced to the company.

d) Foreign currency transactions:

Transactions in foreign currencies are converted into US Dollar at the rate of exchange ruling on the date of the transaction.

Assets and liabilities expressed in foreign currencies are translated into US Dollar at the rate of exchange ruling at the balance sheet date.

Resulting exchange gains/losses are taken to the income statement of comprehensive income .

e) Cash and cash equivalents

Cash and cash equivalents for the purpose of the cash flow statement comprise cash and cheques on hands, bank balance in current accounts, deposits free of encumbrance with a maturity date of three months or less from the date of deposit and highly liquid investments with a maturity date of three months or less from the date of Investment.

1. Legal status and business activity

a) OSWAL ENGINEERING LIMITED is an offshore company with limited liability registered under the provision of Offshore Companies regulations of Jebel Ali Free Zone of 2003.

b) The company is registered to carry out business of general trading and investment activities. The company has not generated any revenue as it has not begun any commercial activities.

2. Significant accounting policies

The financial statements are prepared under the historical cost convention and the significant accounting policies adopted are as follows:

a) Trade and other receivables:

Trade receivables are carried at the original invoice amount to the customers.

* The share certificate is issued in the name of Oswal Greentech Limited (formerly known as M/s Oswal Chemicals & Fertilizers Limited ), the sole shareholder of the company. During the year, share capital of the company has increased to Rs, 68.23 lac (previous year Rs, 33.08 lac).

5. Shareholderâs current account

This amount represents current account of the shareholder.

6. Contingent liability

There was no contingent liability of a significant amount outstanding as at the reporting date.

7. Comparative figures

Previous year''s figures have been regrouped wherever necessary to conform to the presentation adopted in the current year.

Shri Krishan Chand Bajaj included as member of Stakeholder Relationship Committee w. e. f. 5^th August, 2015.

Shri Vipan Kaushal is the Chairman of the Committee.

Shri H K Gupta, Company Secretary & Compliance Officer of the company acts as the Secretary of this Committee.

C. Nomination & Remuneration Committee ("NRCâ):

The Nomination & Remuneration Committee of the Board of Directors recommends the nomination of directors, carries out evaluation of performance of individual director, recommends remuneration policy for directors, key managerial personnel and other employees of the Company. It oversees the implementation of the nomination, remuneration policies of the Company, reviews the effectiveness of such policies from time to time and recommends revisions as and when deemed necessary or expedient.

As on 31^st March, 2016 the Nomination & Remuneration Committee comprises of Members as stated below. The composition of the Committee is in conformity with the Listing Regulations, with all Directors being Non-Executives and at least fifty percent of them being Independent Directors. As per requirement of section 178 of the Companies Act, 2013, the existing Remuneration Committee of the

Includes advance to related party Rs, NIL (Previous year Rs, 8.43 Lac)

Mar 31, 2015

NATURE OF OPERATIONS

Oswal Greentech Limited formerly known as the Oswal Chemicals & Fertilizers Limited (the "Company"), was incorporated in 1981. The Company's main business is real estate promotion and development in residential and commercial segment, investment and trading activities.

1. Equity shares: The company has one class of equity shares having par value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the Equity Shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

2. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

As at As at 31.03.2015 31.03.2014

a) Claims against the company not acknowledged as debts

Other claims against the 13,321.34 13,905.62 Company not acknowledged as debts*

b) Other money for which the company is contingently liable

Demands/show cause notices received from Sales Tax department** 7,234.63 9,644.66

Demand under UP Trade Tax Act 3.37 -

Demand under Orissa Entry Tax Act*** 1,146.34 -

Import Pass Fee for import of industrial alcohol in the State of West Bengal 143.20 143.20

* Claims against the company not acknowledged as debts include the following cases:

(i) The Government of India has raised an interest demand amounting to Rs. 10,825.13 Lacs on delay in refund of subsidy for VII and VIII pricing periods. The company has filed a writ before Hon'ble Delhi High Court for which decision is pending. Management envisage no liability on account of interest as the excess amount of subsidy claimed by the Union was itself not payable for which Letters Patent Appeal (LPA) had been filed and pending before the Hon'ble Delhi High Court.

(ii) Dispute was filed by certain workmen of Licensed Contractor's trade union seeking employment, alleging that they were in services of the company as being the prinicipal employer, amount involved is Rs. 1,776.84 Lacs. The Labour Tribunal held that the workmen were workers of the Licensed Contractor and that the Company does not have to absorb the workers after the expiry of company's contract with the Licensed Contractor. The workers have filed a writ before Orissa High Court, which is pending. As legally opined, the management envisages no liability, as the claim is not tenable.

(iii) Certain contract labourers had filed dispute for which amount involved is Rs. 189.28 Lacs. The labourers went on strike and left the job voluntarily. They were asked to resume duty but they didn't do so. The Tribunal dismissed the matter on merits and held that the labourers were not entitled to any relief. The labourers have filed a writ before Hon'ble High Court of Orissa which is pending. As legally opined, management envisage no liability on such account.

Other money for which the company is contingently liable include the following cases:

** Demands/show cause notices received from Sales Tax department include the following cases :

(i) Demand of Rs. 5,849.28 Lacs was raised under the Central Sales Tax due to rejection of C-Form and certain F-Forms resulting in disallowing of inter-state stock transfer. Company filed appeal in Odisha Sales Tax Tribunal, which is pending. As legally opined, management envisages no liability as most of F-Forms have been collected and submitted before the appellate authority.

(ii) Orissa Sales Tax authorities re-opened the assessment on the basis of AG Audit Report and imposed demand of Rs. 900.31 Lacs alleging suppression of production which was expected to be higher than the actual as per consumption norms. An appeal has been filed by the company before the Odisha Sales Tax Tribunal which is pending. As legally opined, the management envisages no liability as the demand on account of consumption derived from the feasibility report is unjustified.

(iii) Commissioner of Orissa Sales Tax had initiated a suo-moto revision and raised a demand of Rs. 329.85 Lacs alleging suppression of production which was expected to be higher and has a corresponding impact on sales as per the department. Company has responded with all details and audited production sheets. As legally opined, the management envisage no liability as the demand on account of company's feasibility report for consumption is unjustified and unsubstantiated.

***Certain demands raised by the state government in pursuance of the assessment made under the Orissa Entry Tax Act, 1999. The company had filed a writ application in the Hon'ble High Court of Orissa and the demand was stayed and pending. The Hon'ble High Court of Orissa had upheld the levy of entry tax in a batch of writ petitions filed by other companies challenging the entry tax.

The judgement of Hon'ble High Court is under challenge in the Hon'ble Supreme Court of India and the same is pending. The

company matter is subject to outcome of the above SLP Moreover, entry tax levied on the company was mostly on imported goods which were not manufactured in the state of Odisha. As legally opined, management envisages no liability on such account.

(ii) CAPITAL COMMITMENTS:

Estimated amount of contracts remaining to be executed on capital account and not provided for 41.17 44.33

Total 41.17 44.37

3.DEFERRED TAX ASSTES /LIABILITIES (AS-22)

No deferred tax asset on depreciation, retirement benefits, provision for doubtful debts/ advances etc. has been recognized in view of prudence due to the fact that as at March 31, 2015 reasonable certainty of availability of sufficient future taxable income is not there.

4. RELATED PARTY DISCLOSURES (AS-18)

(A) Related parties and transactions with them as identified by the management are given below:

(a) Enterprises under the control of the Company:

Universal Projects FZE Wholly Owned Subsidiary

Oswal Engineering Ltd, Dubai Wholly Owned Subsidiary

OGL Energy Private Limited Wholly Owned Subsidiary

(b) Associate of company and Enterprise to which company is associate

News Nation Network Private Limited Associate of company

Oswal Agro Mills Limited Enterprise to which company is associate

(c) Directors, Key Management Personnel and their relatives:

Name Relationship

Mr. Anil Bhalla Managing Director & CEO

Mr. Abhey Kumar Oswal Whole Time Director

Mr. Atul Kulshrestha Director

Mr. Vipan Kaushal Independent Director

Mr. Sumit kumar Dutt Independent Director

Mr Aditya Burra Shastri Independent Director

Mr. Krishan Chand Bajaj Independent Director

Mrs. Bina Sharma Woman Director

Mr. Vipin Vij Chief Financial Officer

Mr. H K Gupta Company Secretary

Mrs. Pratibha Bhalla Wife of Mr. Anil Bhalla

(d) Enterprises over which Key Management Personnel and their relatives have significant influence:

Mohan Dai Oswal Cancer Treatment & Research Foundation

Punjab Worsted Spinning Mills (a division of Punjab Woolcombers Limited)

Follow your Dreams Foundation India

II. Particulars of investment made are given in Note no. 2.10 and 2.13.

III. The company has not given any guarantee or security in connection with a loan to any other body corporate or person.

5. Disclosures pursuant to clause 32 of the listing agreement

The company's main activities include the business of development of Real Estate, Investment activities etc. The name of the company Oswal Chemicals & Fertilizers Limited does not match activities of company. Therefore, the company has changed the name of the company to "OSWAL GREENTECH LIMITED". The changed name of the company was confirmed and recorded by the Registrar of the Company, Punjab w.e.f. November 23, 2011.

6. OTHER NOTES:

(i) Effective April 1, 2014, the company has revised the useful lives of Fixed Assets based on Schedule II to the Companies Act, 2013 for the purposes of providing depreciation on fixed assets. Accordingly, the carrying amount of assets as on April 1, 2014 has been depreciated over the remaining useful lives of the fixed assets. Consequently, the depreciation for the year ended March 31,2015 is higher and the profit before tax is lower to the extent of Rs. 68.42 Lacs. Further, an amount of Rs. 12.75 Lacs representing the carrying amount of assets with revised useful life as nil, has been charged to the opening balance of retained earnings as on April 1, 2014 pursuant to the Companies Act, 2013.

(ii) In the opinion of the management, all current assets and loan & advances as on March 31, 2015 have a value on realization in the ordinary course of business at least equal to the amounts at which they are stated in the Balance Sheet.

(iii) Certain debit/credit balances are subject to confirmations and reconciliation. Consequential revenue impact, if any, is not ascertainable.

(iv) Previous year's figures have been regrouped /reclassified wherever necessary to correspond with the current year's classification / disclosure.

Mar 31, 2014

1 Right, preference and restrictions attached to shares

Equity shares: The company has one class of equity shares having par value of Rs. 10 per shares. Each shareholder is eligible for one vote per share held. In the event of liquidation the Equity Shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

2 Depreciation for the year Rs. 153.61 Lacs consist of:

(i) Depreciation amounting to Rs. Nil (Previous year Rs. 34.64 Lacs) pertaining to the chembur (Mumbai Project) which has been included in inventories under the head Land & Building (WIP) in Note No. 2.14.

(ii) Depreciation of Rs. 153.61 Lacs (Previous year Rs. 166.08 Lacs) charged to the statement of Profit & Loss.

As per internal assessment of the company, there is no asset requiring provision for asset impairment as on 31.03.2014 as per AS-28 on "Impairment of Asset".

2.1 (i) CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

a) Claims against the company not acknowledged as debts

Other claims against the Company not acknowledged as debts* 13,905.62 13,422.38

b) Other money for which the company is contingently liable

Demands/show cause notices received from Sales Tax department. 9,644.66 9,640.34

Import Pass Fee for import of industrial alcohol in the State of West Bengal 143.20 143.20

* The Government of India has raised an interest demand amounting to Rs. 10,825.13 lacs (Previous Year Rs. 10,825.13 lacs) on delay in refund of subsidy for VII and VIII pricing periods. The company has filed an appeal before Double Bench of Hon''ble Delhi High Court for which decision is pending. No provision has been made since in the opinion of the management, demand is not sustainable.

(ii) CAPITAL COMMITMENTS:

a) Estimated amount of contracts remaining to be executed on capital account and not provided for 44.33 -

2.2 DIRECTOR''S REMUNERATION :

Notes:

a) Provision for gratuity and provision for leave encashment have been made on a group basis and separate figures applicable to an individual employee are not available and therefore have not been considered in the above figures.

b) Directors'' remuneration of Rs. 1997.55 lacs paid to the Managing Director# and Whole Time Director, till 31.03.2013 was in excess of the limits specified under section 198 of the Companies Act, 1956. The company has received the approval for waiver of recovery of excess remuneration paid to Managing Director amounting to ''221.07 Lacs for the earlier years and an amount of ''1772.27 lacs has been recovered. The approval from Central Government on excess remuneration paid to Whole Time director amounting to Rs. 4.21 Lacs is yet to be received and no accounting adjustment has been made in the accounts.

# resigned on 11th July, 2012

2.3 DEFERRED TAX ASSTES/LIABILITIES (AS-22)

No deferred tax asset on depreciation, retirement benefits, provision for doubtful debts/advances etc. has been recognized in view of prudence due to the fact that as at 31.3.2014 reasonable certainty of availability of sufficient future taxable income is not there.

2.4 RELATED PARTY DISCLOSURES (AS-18)

(A) Related parties and transactions with them as identified by the management are given below:

(a) Major Shareholder:

Mr. Abhey Kumar Oswal

(b) Directors, Key Management Personnel and their relatives:

Mr. Anil Bhalla, Managing Director

Mr. Atul Kulshrestha, Director

Mr. Sumit Kumar Dutt, Director

Mr Aditya Burra Shastri, Director

Mr. Krishan Chand Bajaj, Director

Mr. HK Gupta, CS and CFO

Mrs. Pratibha Bhalla (Wife of Mr. Anil Bhalla)

(c) Enterprises over which Major Shareholders, Key Management Personnel and their relatives have significant influence:

Oswal Agro Mills Limited, Mohan Dai Oswal Cancer Treatment & Research Foundation, Punjab Worsted Spinning Mills (a division of Punjab Wool Combers Limited), Follow your Dreams Foundation India, Atul Kulshrestha & Co., Aruna Abhey Oswal Trust, Lucky Star Entertainment Ltd.

(d) Enterprises under the control of the Company:

Universal Projects FZE (Wholly Owned Subsidiary)

Oswal Engineering Ltd, Dubai (Wholly Owned Subsidiary)

OGL Energy Private Limited, (Wholly Owned Subsidiary)

Oswal Green Energy Private Limited (Step down wholly owned subsidiary Company)

(e) Enterprises over which company has significant influence:

News Nation Network Private Limited, Associate

Complied by: Dion Global Solutions Limited

Oswal Greentech Limited

2.5 SEGMENT (AS-17)

The business segment is the primary segment of the Company consisting of:-

(i) Investment Activities

(ii) Trading Goods

(iii) Real Estate

1. The company has operation only in India, therefore there is only one Geographic Segment.

2. The company does not have any activities in Fertilizer segment, therefore in a view of the management, fertilizer is no more a reportable primary segment as per Accounting Standard -17 (Segment Reporting).

2.6 Disclosures pursuant to clause 32 of the listing agreement

The company''s main activities include the business of development of Real Estate, Investment activities etc. The name of the company Oswal Chemicals & Fertilizers Limited does not match activities of company. Therefore, the company has changed the name of the company to "OSWAL GREENTECH LIMITED". The changed name of the company was confirmed and recorded by the Registrar of the Company, Punjab w.e.f. 23rd November 2011.

2.7 OTHER NOTES:

(i) Employee benefit expense (Notes 2.22) and Other Expenses (Notes 2.24) are net of Rs. 37.20 Lacs (Previous Year Rs. 33.41 Lacs) being estimated amount of expenses apportioned to a group company.

(ii) In the opinion of the management, all current assets and loan & advances as on March 31, 2014 have a value on realization in the ordinary course of business at least equal to the amounts at which they are stated in the Balance Sheet.

(iii) Certain debit/credit balances are subject to confirmations and reconciliation. Consequential revenue impact, if any, is not ascertainable.

Mar 31, 2013

NATURE OF OPERATION

Oswal Genentech Limited formerly known as the Oswal Chemicals & Fertilizers Limited ( the "Company"), was incorporated in 1981. The Company''s main business is real estate promotion and development in residential and commercial segment, investment and trading activities.

1.1 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF :

As at 31.03.13 As at 31.03.12

a) Claims against the company not acknowledged as debts Disputed cost of motor vehicle purchased - 24.00

Other claims against the Company not acknowledged as debts * 13,422.38 13,691.29

b) Other money for which the company is contingently liable

Demands/show cause notices received from Sales Tax department. 9,640.34 7,974.40

Import Pass Fee forimpor to industrials alcohol in the State of West Bengal 143.20 143.20

* Include a claim of interest raised by The Government of India has raised an interest demand amounting toRs. 10825.13lacs (Previous Year Rs. 10825.13lacs) on delay in refund of subsidy for VII and VIII pricing periods. The company has filed an appeal before Double Bench of Hon''ble Delhi High Court for which decision is pending. No provision has been made since in the opinion of the management, demand is not sustainable.

* exclusive of service tax Notes:

a) Provision for gratuity and provision for leave encashment have been made on a group basis and separate figures applicable to an individual employee are not available and therefore have not been considered in the above figures.

b) Directors'' remuneration of Rs.99.98lacs for the year ended 31stMarch 2013(Paid to Managing Director*)and Rs. 1897.57Lacs paid for The earlier years, to the Managing Director* and Whole Time Directors, is in excess of the limits specified under section 198oftheCompanies Act, 1956. No accounting adjustment has been made in the accounts for The amount recoverable from the Managing /Whole time Directors, since The company''s representation to the Ministry of Corporate Affairs for reconsideration of applications filed for the waiver of the excess remuneration paid is pending. The company has received the approval for waiver of recovery of excess remuneration paid to Whole Time Director amounting to Rs.102.08 Lacs for the earlier years.

* resigned onllth July, 2012

* inclusive of service tax

1.2 DEFERRED TAX ASSTES /LIABILITIES

No deferred tax asset on depreciation, retirement benefits, provision for doubtful debts/advances, brought forward tax losses etc. has been recognized in view of prudence due to the fact that as at31.3.2013 reasonable certainty of availability of sufficient future taxable income is not there.

1.3 RELATED PARTY DISCLOSURES

(A) Related parties and transactions with them as identified by the management are given below:

(a) Major Shareholder

Mr. Abhey Kumar Oswal

(b) Key Management Personnel and their relatives:

Mr. Anil Bhalla

Mrs. Pratibha Bhalla (Wife of Mr. Anil Bhalla)

(c) Enterprises over which Major Shareholders, Key Management Personnel and their relatives have significant influence:-

Oswal Agro Mills Limited, Aruna Abhey Oswal Trust, Lucky Star Entertainment Limited, Sohanaa International (P) Limited, Mohan Dai Oswal Cancer Treatment & Research Foundation.

(d) Enterprises under the control of the Company.

Universal Projects FZE (Subsidiary)

Oswal Engineering Ltd, Dubai (Subsidiary)

1.4 SEGMENT

The business segment is the primary segment of the Company consisting of:-

(i) Investment Activities

(ii) Trading Goods

(iii) Real Estate

1. The company has operation only in India, therefore there is only one Geographic Segment.

2. The company does not have any activities in Fertilizer segment, therefore in a view of the management, fertilizer is no more a reportable primary segment as per Accounting Standard -17 (Segment Reporting).

1.5 Disclosures pursuant to clause 32 of the listing agreement

The company''s main activities include the business of development of Real Estate, Investment activities etc. The name of the company Oswal Chemicals & Fertilizers Limited does not match activities of company. Therefore, the company has changed the name of the company to "OSWAL GREENTECH LIMITED". The changed name of the company was confirmed and recorded by the Registrar of the Company, Punjab w.e.f. 23rd November 2011.

* Previous year figures are given in bracket

** Previous outstanding has been written-off during the year

1.6 Other Notes

(i) Employee benefit expense (Notes 2.23) and Other Expenses (Notes 2.25) are net of Rs. 33.41 Lacs (Previous Year Rs. 37.78 Lacs) being estimated amount of expenses apportioned to a group company.

(ii) In the opinion of the management, all current assets and loan & advances as on March 31, 2013 have a value on realization in the ordinary course of business at least equal to the amounts at which they are stated in the Balance Sheet.

(iii) Certain debit/credit balances are subject to confirmations and reconciliation. Consequential revenue impact, if any, is not ascertainable.

Mar 31, 2012

NOTE - 1.1 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF :

Year ended Year ended March 31, 2012 March 31, 2011

(i)

a) Claims against the company not acknowledged as debts

Land reference cases filed by land owners for additional compensation (excluding interest) - 84.80

Disputed cost of motor vehicle purchased 24.00 9.77

Other claims against the Company not acknowledged as debts 2,866.16 3,011.59

b) Guarantees

Guarantees issued by banks - 1.26

c) Other money for which the company is contingently liable

Demands/show cause notices received from Sales Tax department. 7,974.40 10,513.61

Import Pass Fee for import of industrial alcohol in the State of West Bengal 143.20 42.85

(ii) The Government of India has raised an interest demand amounting to Rs. 10825.13 lacs (Previous Year Rs. 10825.13 lacs) on delay in refund of subsidy for VII and VIII pricing periods. The company has filed an appeal before Double Bench of Hon'ble Delhi High Court for which decision is pending. No provision has been made since in the opinion of the management, demand is not sustainable.

NOTE - 1.2 Certain debit/credit balances are subject to confirmations and reconciliation. Consequential revenue impact, if any, is not ascertainable.

NOTE - 1.3 DIRECTOR'S REMUNERATION :

Notes:

a) Provision for gratuity and provision for leave encashment have been made on a group basis and separate figures applicable to an individual employee are not available and therefore have not been considered in the above figures.

b) Directors' remuneration of Rs 362.97 lacs for the year ended 31st March 2012 (Paid to Managing Director) and Rs 1,637.38 lacs paid for the earlier years, to the Managing Director and Whole Time Directors, is in excess of the limits specified under section 198 of the Companies Act, 1956. No accounting adjustment has been made in the accounts for the amount recoverable from the managing/Whole time Directors, since the company's representation to the Ministry of Corporate Affairs for reconsideration of applications filed for the waiver of the excess remuneration paid is pending. The company has received the approval for waiver of recovery of excess remuneration paid to Whole Time Director amounting to Rs 102.08 Lacs for current year and Rs 330.12 Lacs for the earlier years.

NOTE - 1.4 DEFERRED TAX ASSTES/LIABILITIES

No deferred tax asset on depreciation, retirement benefits, provision for doubtful debts/advances, brought forward tax losses etc. has been recognized in view of prudence due to the fact that as at 31.3.2012 reasonable certainty of availability of sufficient future taxable income is not there.

NOTE - 1.5 Employee benefit expense (Notes 2.22) and Other Expenses (Notes 2.24) are net of Rs 37.78 Lacs (Previous Year Rs 40.48 Lacs) being estimated amount of expenses apportioned to a group company.

NOTE - 1.6 RELATED PARTY DISCLOSURES

(A) Related parties and transactions with them as identified by the management are given below:

(a) Major Shareholder

Mr. Abhey Kumar Oswal

(b) Key Management Personnel and their relatives:

Mr. Anil Bhalla

Mrs. Pratibha Bhalla (Wife of Mr. Anil Bhalla)

(c) Enterprises over which Major Shareholders, Key Management Personnel and their relatives have significant influence:- *Oswal Agro Mills Limited, Aruna Abhey Oswal Trust, Lucky Star Entertainment Limited, Sohana International (P) Limited, Mohan Dai Oswal Cancer Treatment & Research Foundation.

(d) Enterprises under the control of the Company.

Universal Projects FZE (Subsidiary)

Oswal Engineering Ltd, Dubai (Subsidiary)

NOTE - 1.7 Based on the information available with the Company, there are no dues as at March 31, 2012 payable to enterprises covered under "Micro, Small and Medium Enterprises Development Act, 2006". No interest is paid/payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

NOTE - 1.8 SEGMENT

The business segment is the primary segment of the Company consisting of:-

(i) Fertilizers

(ii) Investment Activities

(iii) Trading Goods

(iv) Real Estate

NOTE - 1.9 In the opinion of the management, all current assets and loan & advances as on 31st March, 2012 have a value on realization in the ordinary course of business at least equal to the amounts at which they are stated in the Balance Sheet.

NOTE - 1.10 Disclosures pursuant to clause 32 of the listing agreement

The company's main activities include the business of development of Real Estate, Investment activities etc. The name of the company Oswal Chemicals & Fertilizers Limited does not match activities of company. Therefore, the company has changed the name of the company to "OSWAL GREENTECH LIMITED". The changed name of the company was confirmed and recorded by the Registrar of the Company, Punjab w.e.f. 23rd November 2011.

NOTE - 1.11 The revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.

Mar 31, 2011

(Rs.in Lacs)

1) Contingent Liabilities not provided for in respect of : Year ended Year ended March 31, March 31, 2011 2010

(i) a) Land reference cases filed by land owners for additional 84.80 84.80 compensation (excluding interest)

b) Disputed cost of motor vehicle 9.77 9.77 purchased

c) Demands/show cause notices received from Sales Tax department. 9,505.48 10,322.36

d) Import Pass Fee for import of industrial alcohol in the State of West Bengal 42.85 42.85

e) Other claims against the Company not acknowledged as debts 3,011.59 2,936.99

f) Guarantees issued by banks 1.26 1.26

(ii) The Government of India has raised an interest demand amounting to Rs. 10825.13 lacs (Previous Year Rs. 10825.13 lacs) on delay in refund of subsidy for VII and VIII pricing periods. The company has filed an appeal before Double Bench of Hon'ble Delhi High Court for which decision is pending. No provision has been made since in the opinion of the management, demand is not sustainable.

2) a) Certain debit/credit balances are subject to confirmations and reconciliation. Consequential revenue impact, if any, is not ascertainable.

b) The company has filed legal cases against debtors of Rs. 117.17 lacs (Previous Year Rs. 117.17 lacs) for recovery of outstanding amounts. No provision there against has been considered necessary, since in the opinion of the management, these debts are recoverable.

6) No deferred tax asset on depreciation, retirement benefits, provision for doubtful debts/advances, brought forward tax losses etc has been recognized in view of prudence due to the fact that as at 31.3.2011 reasonable certainty of availability of sufficient future taxable income is not there.

3) Employees' cost (Schedule XIV) and Administrative expenses (Schedule XVII) are net of Rs. 40.48 Lacs (Previous Year Rs. 37.01 lacs) being estimated amount of expenses apportioned to a group company.

4) Related Party Disclosures

(A) Related parties and transactions with them as identified by the management are given below:

(a) Major Shareholder

Mr. Abhey Kumar Oswal

(b) Key Management Personnel and their relatives:

Mr. Anil Bhalla

Mrs. Pratibha Bhalla (Wife of Mr. Anil Bhalla)

Mr. Atul Bhalla (Son of Mr. Anil Bhalla)

(c) Enterprises over which Major Shareholders, Key Management Personnel and their relatives have significant influence:-

*Oswal Agro Mills Limited, Aruna Abhey Oswal Trust, Lucky Star Entertainment Limited, Atul Properties (P) Limited, Sohana International (P) Limited, Mohan Dai Oswal Cancer Treatment & Research Foundation.

(d) Enterprises under the control of the Company.

Universal Projects FZE (Subsidiary)

Oswal Engineering Ltd, Dubai (Subsidiary)

5) Based on the information available with the Company, there are no dues as at March 31, 2011 payable to enterprises covered under "Micro, Small and Medium Enterprises Development Act, 2006Ã. No interest is paid / payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

6) In the opinion of the management, all current assets and loan & advances as on 31st March, 2011 have a value on realization in the ordinary course of business at least equal to the amounts at which they are stated in the Balance Sheet.

7) During the year the company has received refund claims of Excise duty of Rs. Nil lacs (Previous Year Rs.20.81 lacs) and interest of Rs. 760.05 lacs (Previous Year Rs. 17.04 lacs) on delay refunds under the Central Excise Act, 1944 which have been included in under the heads "Miscellaneous IncomeÃ and "Interest OthersÃ respectively.

8) Employee Benefits

The Company has classified various employee benefits as under:

a) Defined Contribution Plans

The company has recognized the following amounts in the Profit and Loss Account for the year: Employees Provident Fund including family pension fund Rs.75.48 lacs (Previous Year Rs. 68.38 lacs)

9) Previous year's figures have been re-grouped/re-arranged wherever necessary to conform to the current year's presentation.

Mar 31, 2010

(Rs. in Lacs)

1) Contingent Liabilities not provided for in respect of:

Year ended Year ended

March 31, 2010 March 31, 2009

(i) a) Land reference cases filed by land owners for additional compensation (excluding interest) 84.80 84.80

b) Disputed cost of motor vehicle purchased 9.77 51.75

c) Demands/show cause notices received from Sales Tax department. 1022.36 8357.54

d) Import Pass Fee for import of industrial alcohol in the State of West Bengal 42.85 42.85

e) Other claims against the Company not acknowledged as debts 2936.99 3003.71

f) Guarantees issued by banks 1.26 1.26

(ii) The Government of India has raised an interest demand amounting to Rs. 10825.13 lacs (Previous Year Rs. 10825.12 lacs) on delay in refund of subsidy for VII and VIII pricing periods. The company has filed an appeal before Double Bench of Honble Delhi High Court for which decision is pending. No provision has been made since in the opinion of the management, demand is not sustainable.

2) a) Certain debit/credit balances are subject to confirmations and reconciliation. Consequential revenue impact, if any, is not ascertainable.

b) The company has filed legal cases against debtors of Rs. 117.17 lacs (Previous Year Rs. 117.17 lacs) for recovery of outstanding amounts. No provision there against has been considered necessary, since in the opinion of the management, these debts are recoverable.

Notes: a) Provision for gratuity and provision for leave encashment have been made on a group basis and separate figures applicable to an individual employee are not available and therefore have not been considered in the above figures.

b) The company is in the process of obtaining necessary approvals from the Central Government for the managerial remuneration paid to the directors for the current year and excess remuneration paid over the minimum remuneration, due to absence/ inadequacy of profits for the relevant previous year(s).

3) No Deferred Tax Asset on depreciation, retirenet benefits, provision for doubtful debts/advances broght forward tax losses etc. has been recognised in view of prudence due to the fact that as at 31.03.2010 reasonable certainty of availability of sufficient future taxable income is not there.

4) Employee cost (Schedule XIV) and Administrative expenses (Schedule XVII) are net of Rs. 37.01 Lacs (Previous Year Rs. 28.98 lacs) being estimated amount of expenses apportioned to a group company.

5) Related Party Disclosures

(A) Related parties and transactions with them as identified by the management are given below.

(a) Major Shareholder

Mr. Abhey Kumar Oswal

(b) Key Management Personnel and their relatives:

Mr. Anil Bhalla

Mrs. Pratibha Bhalla (Wife of Mr. Anil Bhalla)

Mr. Atul Bhalla (Son of Mr. Anil Bhalla)

(c) Enterprises over which Major Shareholders, Key Management Personnel and their relatives have significant influence:-

Oswal Agro Mills Limited, Aruna Abhey Oswal Trust, Lucky Star Entertainment Limited, Atul Properties (P) Limited, Sohanaa International (P) Limited, Mohan Dai Oswal Cancer Treatment & Research Foundation.

(d) Enterprises under the control of the Company.

Universal Projects FZE (Subsidiary)

Oswal Engineering Ltd, Dubai (Subsidiary)

6) In the opinion of the management all current assets and loan & advances as on 31 st March, 2010 have a value on realization in the ordinary course of business at least equal to the amounts at which they are stated in the Balance Sheet.

7) The contribution amounting to Rs. 1,313.51 Lacs for charitable purpose made by the company in excess of the limit approved by shareholders under section 293(i)(e) of the Companies Act, 1956 in Annual General Meeting held on 29th September, 2007 is subject to the approval of the shareholders.

8) During the year the company has received refund claims of Naphtha duty of Rs. 20.81 lacs (Previous Year Rs. 1,189.00 lacs) and interest of Rs.17.04 lacs (Previous Year Rs. 191.00 lacs) thereon which have been included in under the heads "Miscellaneous Income" and "Interest Others" respectively.

9) Balances written off / Loss in real estate business represent business losses on settlement of real estate contracts which had to be abandoned since these were not viable due to steep fall in real estate prices.

10) Previous years figures have been re-grouped/re-arranged wherever necessary to conform to the current years presentation.

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