Directors Report of Oswal Minerals Ltd.

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting before you the Seventeenth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lakhs) Particulars 2013-2014 2012-2013

Revenue from Operations 77340.34 59299.37

Other Income 165.45 188.60

Total Income 77505.79 59487.97

Less: Expenditure 76382.22 58993.39

Profit before Finance costs,

Depreciation and Amortization and Tax 1123.57 494.58

Less: Finance Cost 722.14 201.18

Depreciations Amortization 27.19 25.91

Profit before Tax 374.24 267.49

Less: Current Tax 112.65 88.26

Deferred Tax (2.10) (1.33)

Profit for the period 263.69 180.56

Earnings Per Share

Basic 3.46 2.37

Diluted 3.46 2.37

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year. DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are Nil.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange, Hyderabad Stock Exchange and Bengaluru Stock Exchange. The Annual Listing Fees for the financial year 2014- 2015 has been paid to Madras Stock Exchange.

DEMATERIALISATION OF SHARES:

89.40% of the Company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2014 and balance 10.60% is in physical form. The Company''s Registrars and Share Transfer Agents are ''Cameo Corporate Services Limited'', "Subramanian Building", No.1, Club House Road, Chennai-600 002.

DIRECTORS:

Mrs. Saritha Devi, Director of the Company (DIN - 01261180) retires by rotation at the ensuing Annual general meeting of the Company and, being eligible, offers herself for reappointment.

Mr. Subhashchand Mohanlal, Director of the Company (DIN - 01088346) retires by rotation at the ensuing annual general meeting of the company and, being eligible offers, himself for reappointment.

Pursuant to the Notification of Section 149 and other applicable provisions of the Companies Act, 2013 read with the rules thereon, the existing Non - Executive Independent Director of the 1 Company Mr. Srinivas llendra is being appointed as Independent Director of the Company w.e.f. 30th September, 2014 up to 29th September, 2019. Shri Bhagchand Ghisulal Jain was appointed as an Additional Director (Non-Executive and Independent) of the Company w.e.f. 30.06.2014 and Shri Dinesh Kumar was appointed as an Additional Director (Non-Executive and Independent) of the Company w.e.f. 21.07.2014 by the Board of Directors of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company. They hold office up to the date of the ensuing seventeenth Annual General Meeting of the Company in terms ofthe provisions of Section 161 of the Companies Act, 2013.

Notice in writing pursuant to Section 160 of the Companies Act, 2013 has been received from members alongwith the necessary deposit proposing the appointment of Shri Srinivas llendra, Shri Bhagchand Ghisulal Jain and Shri Dinesh Kumar as Independent Directors of the Company w.e.f. 30th September, 2014 up to 29th September, 2019.

Your Directors state that Mr. Bhagchand Ghisulal Jain, Mr. Dinesh Kumar, Mr. Srinivas llendra who are proposed to be appointed as Independent Directors possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors.

Your Directors recommend the appointment of Mr. Bhagchand Ghisulal Jain, Mr. Dinesh Kumar and Mr. Srinivas llendra as Independent Directors, as proposed in the notice for the ensuing Annual General Meeting.

AUDITORS:

M/s. N.N. Yuvaraj and Associates, Chartered Accountants, Bengaluru, (Firm Registration No. 00S1377) Statutory Auditors of the Company, hold office until the conclusion of the ensuing annual general meeting of the Company and are eligible for re-appointment for a term of three (3) years from the conclusion of the ensuing annual general meeting until the conclusion of the Twentieth Annual General Meeting at such remuneration as may be determined by the Board of Directors of the Company from time to time as per the applicable provisions of Companies Act, 2013 read with rules made thereunder as amended from time to time subject to ratification by shareholders in the annual general meeting every year. The Company has received confirmation that their appointment will be within the limits prescribed under section 139 read with section 141 of the Companies Act, 2013.

The Audit Committee in its meeting have recommended the reappointment of the Auditors. The necessary resolution is being placed before the shareholders for approval.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report. CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY:

Shri Subhashchand Mohanlal was appointed as the Chief Financial Officer and Ms. Kavya R, Anegundi was appointed as the Company Secretary of the Company w.e.f. 05.09.2014.

CORPORATE GOVERNANCE:

Your Company is complying with the Code of Corporate Governance, which has been introduced by the Securities and Exchange Board of India (SEBI). Please find a comprehensive Report on Corporate Governance duly annexed herewith.

All Board Members and Senior Management Personnel have duly complied with the Code of Conduct established by the Company for the year 2013-2014. .

A brief resume of each of the directors who are to be re-appointed at this AGM and the names of the Companies in which, they hold directorships are mentioned elsewhere in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is engaged primarily in the business of trading in Alloys & Minerals. Therefore, its operations do not account for substantial energy consumptions. Accordingly, the information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported as Nil. However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry.

Foreign Exchange Earnings and Outgo: 2013-2014 2012-2013 Foreign Exchange Earnings: Rs. 75,10,19,778/- Rs.57,26,51,750/- (Approx.) (Approx.) USD 12.41 Millions USD 9.46 Millions

Foreign Exchange Outgo:

a. Expenditure in Foreign Rs. 4,50,614/- Rs4,23,015/- Currency(on payment basis)

b. CIF value of Imports Rs.2,45,19,80,165/- Rs. 1,98,61,53,432/- (Total in USD) USD 40.54 Millions USD 32.84 Millions (Approx.) s(Approx.)

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed:

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2014 and of the Profit of the Company forthe year ended on that date;

iii. proper and sufficient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Annual Accounts for the year ended 31st March 2014, have been prepared on a going concern basis.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the company''s objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company''s operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

Your directors wish to piace on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere

gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

By Order of the Board of Directors For Oswal Minerals Limited Sd/- Sripai Kumar Mohanlal DIN: 01000236 Managing Director

Date: 5th September 2014 Place: Bengaluru

Registered Office 8/11, Police Station Road, Pallavaram, Chennai - 600 043, (Tamil Nadu) (India) CIN: L30006TN1996PLC035973 Phone No: 91-80-23123187, 91-80-22978710 Fax No: 91-80-23123114 E-mail ID: [email protected]

---

Mar 31, 2009

Dear Members,

The Directors have great pleasure in presenting the Eleventh Annual Report of the Company with audited accounts for the year ended 31st March 2009,

Financial Results:

(Rs. In Lakhs)

Year Ended Year Ended 31.03.2007 31.03.2008

INCOME

Sales 18,065.21 16,873.47

Other Income 14.79 4.75

18,080.00 14,878.22

EXPENDITURE - -

Cost of Goods Consumed/Sold 17,539.49 16,419.67

Administrative Expenses 236.73 173.05

Selling & Distribution Expenses 194.35 168.87

Interest & Finance charges 38.96 56.40

Depreciation 5.66 3,51

18.015.19 14,821.50

Profit Before Taxation 64.80 56.72

Less: Provision for Tax - -

Currenl Tax 21.65 17.93

Fringe Benefit Tax 1.17 0.48

Deferred Tax (0.66) (0.30)

Profit After Tax 42.44 38.41

Less: Brought forward Profit/Loss - -

Balance Transferred 1o Balance Sheet 42.44 38.41

DIVIDEND:

To conserve the reserves and plough back the profits for expansion activities of the company, your Directors do not recommend any dividend for the financial year 2008-09,

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Companies Articles of Association Mr, Vimal Kumar Jain & Smt. Sukhi Devi are due to retire by rotation and being eligible for

re-appointment has since sought the members approval. The other directors of the company are M. Sripal Kumar Jain, Smt. Sapna Jain and Mr. I. Srinivas.

Management Discussion & Analysis Report

INDUSTRY SCENARIO: Business Performance:

The Company has started its new business activity of trading in Minerals and alloys five year back. During the year under review the Company has achieved a turnover of Rs. 18, 065.21 as against Rs. 16, 873.47 Lakhs during the corresponding period of the last year. The Company has made a profit of Rs. 42.64 Lakhs after tax as compared to previous year Rs. 38.61 Lakhs, in spite of Global Recession your company has achieved a good turnover and assure you that the same trend would be continued for years to come.

Business outlook and operating environment:

The Company is in a new business line i.e. of extracting and trading in different types of minerals and ores. The Company is in its fifth year of operation and has achieved a turnover of Rs.18, 065.21 Lakhs and the climate is bright enough for improving the business activities and reaching the goal by proper strategic planning. The Company''s directors are already working in that direction.

DEPOSITS;

The Company has not accepted any deposit from the public.

DIRECTORS'' RESPONSIBILITY STATEMENT;

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

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

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that re reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period:

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis.

AUDITOR AND AUDITORS REPORT:

The Board recommends the appointment of M/s. N.N.Yuvaraj & Associates, Chartered Accountants as the auditor of the Company from the conclusion of the ensuing Annual General Meeting to hold office until the conclusion of the next Annual General Meeting of the company on such terms and conditions and on such remuneration as may be fixed by the board. A Letter from the auditor confirming compliance under Sec.224 (IB) of the Companies Act has been duly received.

CORPORATE GOVERNANCE:

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company securities are listed are complied with. A separate report on corporate governance is produced as a part of the annual report.

STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:

Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not applicable to the Company, since none of the employees are in receipt of remuneration in excess of the limits specified herein during the period under review.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants, Auditors and shareholders for their continued patronage and Co- operation.

By order of the Board

For Oswal Minerals Limited

Place: Chennai

(Vimal Kumar Jain)

Date: 1st September 2009 Director