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Directors Report of Oswal Overseas Ltd.

Mar 31, 2014

Dear Nembers,

The Directors have pleasure in presenting the 30th Annual Report, together with the Audited Accounts of your Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Figs in Lacs) Particulars 2013-2014 2012-2013

Sales and other Income 3209.91 8387.89

Increase/Decrease in WIP and Finished Goods 1209.19 1785.43

Profit/Loss before Depreciation, Interest and (415.69) 51.51 Taxes

Financial Charges 237.37 249.76

Depreciation 364.59 365.56

Profit before tax (1017.65) (563.81)

Provision for Tax

Provision,- Deferred Tax Assets/(Liability) - 15.89

Wealth Tax Previous year taxes - -

MAT Credit of CY & PY - -

Profit/Loss after Tax (1017.65) (548.06)

Carried Forward Losses Nil Nil

Surplus carried to Balance Sheet/ (1017.65) (548.06) Loss carried forward to B/S

Dividend Nil Nil

2. OPERATIONAL PERFORMANCE:

Particulars 2013-2014 2012-2013

Sugar Division

Start of crushing season 15/12/2013 17/12/2012

Close of crushing season 19/03/2014 13/04/2013

Duration(Days) 95 118

Recovery(%) 8.45 9.24

Cane crushed (Lakh Qtls) 631196 1916203

Production (Qtls)

White Sugar (Qtls) 53363 177117

BISS Sugar (Qtls) 2575 1800

Molasses (Qtls) 58929 97005

Furnace Division

Production (Tonnes)- MS Ingots Nil Nil

3. OPERATIONS:

Total Income of the Company has decreased from 8387.89 Lac (12-13) to Rs. 3209.91 Lac (13-14). The Net Loss in the current year was Rs. 1017.65 Lac as against Net Loss Rs. 548.06 Lac of the previous year.

4. DIVIDEND:

Due to unavailability of profit of the Company, Your Board of Directors is not in position to recommend any dividend for the current Financial Year.

5. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted deposit from the public Under Section 58 A of the Companies Act, 1956 read with Companines (Acceptance of Deposit) Rules, 1975.

6. COST ACCOUNTING RECORDS:

Compulsory maintenance of Cost Records under section 209 (1) (d) of the Companies Act, are being maintained & in due compliance of the same, a Certificate from M/s Vijay Kumar & Associates, Cost Accountants, New Delhi, dated 05/10/2013 has been obtained for our records.

7. EXPANSION/ DIVERSIFICATION PROJECTS:

Due to stringent scenario of the Sugar Industry, the Company''s proposed plan to expand the capacity of Sugar Unit from 3500 TCD to 5500 TCD and setting-up a CO-Generation plant of 25 MW at the existing site, has been re-scheduled. Though the Management has taken concrete steps in the FY 2013-14 to expedite these projects by appointing IFCI as Advisor & Syndicator for arrangement of Funds from Sugar Development Fund and if required, Term Loan from other Banks/FIIs.

To meet the cost of up-coming projects, the Company has approached the SDF, Banks/FI and other Institutions for Term Loans and also to raise the money through other established mode of financing.

8. AUDITORS:

M/s Kansal Singla & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of the Company who retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment have consented to continue in the office. They have confirmed that their appointment, if made will be in accordance with the limits specified in section 141(3)(g) of the Companies Act, 2013 for re-appointment.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required Under Section 214 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure) of Particulars in the Report of Board of Directors Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange and outgo in annexed and forms of the Report.

10. DIRECTORS:

Retirement by Rotation:

In accordance with the requirement of the Companies Act and the Articles of Association of the Company, Sh. Paramjeet Singh is liable to retire by rotation, at the conclusion of the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment at the ensuing Annual General Meeting.

11. PARTICULARS OF THE EMPLOYEES:

None of the employees is covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed that

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

ii. The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st 2014, and of the Profit of the Company for the year end on that date.

iii. That 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 and

iv. The directors have prepared the annual accounts of the Company on a going concern basis.

13. CORPORATE GOVERNANCE:

The Company has been fully compliant with Clause 49 and other applicable provisions of the Listing Agreement with the stock exchanges relating to the Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliances of conditions of Corporate Governance as stipulated under Corporate Governance clause of the Listing Agreement is annexed to the report on Corporate Governance.

14. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to all the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors also wish to thanks to various Govt. agencies, Bankers, consultants and all other business associates.

Sd/- Paramjeet Singh (Chairman) Place: New Delhi DIN: 00313352 Dated: 28/05/2014


Mar 31, 2012

The Directors have pleasure in presenting the 28th Annual Report, together with the Audited Accounts of your Company for the year ended 31st March, 2012:

1. FINANCIAL RESULTS

(Figs, in Lacs) Particulars 2011-12 2010-11

Sales and other Income 11037.88 7400.87

Increase/(Decrease)in WIP and Finished 1176.63 1123.08 Goods

Profit before Depreciation, Interest and Taxes 326.92 739.39

Financial Charges 295.86 384.58

Depreciation 357.99 335.52

Profit before Tax (326.93) 19.29

Provision for Tax -- (4.41)

Provision - Deferred Tax Assets/ (Liability) 74.54 18.91

Wealth Tax Prev. year taxes -- (8.59)

MAT Credit of CY&PY -- 4.41

Profit after Tax (252.39) 29.61

Carried Forward Losses Nil Nil

Surplus /(Loss) carried forward to B/S (252.39) 29.61

Dividend Nil Nil



2. OPERATIONAL PERFORMANCE:



Particulars 2011-12 2010-11

Sugar Division

Start of crushing season 09/12/2011 07/12/2010

Close of crushing season 31/03/2012 25/03/2011

Duration (Days) 123 108

Recovery (%) 9.68 8.68

Cane crushed (Lakh Qtls) 30.37 27.38

Production (Qtls.)

White Sugar (Qtls) 287120 236645

BISS Sugar (Qtls) 1400 1200

Molasses (Qtls) 140800 150145

Furnace Division

Production (Tonnes)-MS Ingots 1875.34 3459.39



3. OPERATIONS:

Total Income of the Company has increased from 7400.87 Lac (10-11) to Rs. 11037.88 Lac (11-12), (approx. 49.14%). The Net Loss in the current year was Rs.252.39 Lac as against Net Profit Rs. 29.61 Lac of the previous year. The Furnace Division has shown a decrease in the production from 3206.27 (Tonnes) (FY, 11) to 1875.34 (Tonnes) in the Current Year, (FY, 12). A defict of Rs.252.39 lacs was carried forward to the Balance Sheet.

4. DIVIDEND:

Due to marginal profit, the Company has not recommended any dividend for the current Financial Year.

5. PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposit from the public under Section 58 A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

6. COST ACCOUNTING RECORDS :

Compulsory maintenance of Cost Records under section 209 (1) (d) of the Companies Act, are being maintained & in due compliance of the same, a Certificate from M/s Vijay Kumar & Associates, Cost Accountants, New Delhi, dated 25/09/2012 has been obtained for our records.

7. EXPANSION/ DIVERSIFICATION PROTECTS :

Due to stringent scenario of the Sugar Industry, the Company's proposed plan to expand the capacity of Sugar Unit from 3500 TCD to 5500 TCD and setting-up a Co-Generation plant of 25 MW at the existing site, has been re-scheduled. Though the Management has taken concrete steps in the FY 11 to expedite these projects by appointing IFCI as Advisor & Syndicator for arrangement of Funds from Sugar Development Fund and if required, Term Loan from other Banks/ FIIs.

To meet the cost of up-coming projects, the Company has approached the SDF, Banks/ FI and other Institutions for Term Loans and also to raise the money through other established mode of financing.

8. AUDITORS:

M/s Kansal Singla & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of the Company who retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment have consented to continue in the office. They have confirmed that their appointment, if made will be accordance with the limits specified in section 224 (IB) of the Companies Act, 1956 for re-appointment.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required Under Section 214 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure) of Particulars in the Report of Board of Directors Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange and outgo in annexed and forms part of the Report.

10. DIRECTORS;

(i) Retirement by Rotation:

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company, Sh. Praveen Kumar Varshney is liable to retire by rotation, at the conclusion of the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment at the ensuing Annual General Meeting.

11. PARTICULARS OF THE EMPLOYEES

None of the employees is covered under the provisions of Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to under section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that

i. in the preparation of the annual accounts the applicable accounting standard have been followed. ii. the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year end on that date. iii. That 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 and

iv. the directors have prepared the annual accounts of the Company on a going concern basis.

13. CORPORATE GOVERNANCE

The Company has been fully compliant with Clause 49 and other applicable provisions of the Listing Agreement with the Stock Exchanges relating to the Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliances of conditions of Corporate Governance as stipulated under Corporate Governance clause of the Listing Agreement is annexed to the report on Corporate Governance.

14. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors also wish to thanks to various Govt, agencies, Bankers, consultants and all other business associates.



for and on behalf of the Board of Directors

OSWAL OVERSEAS LIMITED

Place : New Delhi Manjeet Singh Pararnjeet Singh

Dated: 25/09/ 2012 (Managing Director & CEO) (Director)


Mar 31, 2010

The Directors present their report together with the audited financial statements of the company for the financial year ended March 31, 2010.

1. OPERATIONS

The company is a wholly owned subsidiary of Oswal Agro Mills Ltd. During the year your company has entered into an agreement with PT Garda Tujuh Buana Tbk a company established under the law of Republic of Indonesia and listed in the Jakarta stock exchange for acquiring sole marketing and distribution rights for the coal produced by the Indonesian company. Your directors are pleased to tell you that the company has been appointed as a sole right holder for PT Garda Tujuh Buana Tbk, for all the coal produced by it for a period of ten years. The demand for coal is showing an increasing trend in the international markets due to this your company expects to have an advantageous position and is expected to maximize the gains.

2. DIRECTORS

The Directors of the Company in office at the date of this report are: Mr. Abhey Kumar Oswal Mr. Anil Kumar Bhalla

3. AUDITORS REPORT

The Auditors Report to the shareholders does not contain any qualifications. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments of Directors.

4. DISCLOSURE PARTICULARS

The Company being registered outside India, the disclosures required to be made in accordance with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not relevant. Hence the same has not been furnished.

5. PARTICULARS OF EMPLOYEES

There are no employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

6. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirm:

i. That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure.

ii. That the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and the preoperative expenses of the Company for the year ended on that date;

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

iv. That the annual accounts have been prepared on a going concern basis.

7. AUDITORS

The auditors, M/s KSI Shah & Associates, Dubai, UAE have expressed their willingness to accept re-appointment.

For and on behalf of the Board

Place : New Delhi Anil Kumar Bhalla

Date : 24 June, 2010 Director

 
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