Directors Report of Oswal Yarns Ltd.

Mar 31, 2014

Dear members,

The Directors present their 32nd Annual Report on the operations of the Company along with Audited Statements of Accounts for the financial year 2013-14.

PERFORMANCE REVIEW

Operating and other Income during 2013-2014 is Rs 492.86 lacs as compared to Rs. 490.86 lacs in the previous year. The Company has provided depreciation of Rs. 14.91lacs (Rs. 14.77 lacs in the previous year). The Company has suffered a loss of Rs 11.04 Lacs as compared to loss of Rs 11.08 lacs in the previous year but earned cash profit of Rs. 3.87 as compared to Rs. 3.69 lacs in the previous year.

DIVIDEND

Due to loss, yours directors are unable to recommend the payment of dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis is enclosed as Annexure-1 DIRECTORS

Sh. Kulwant Rai Dhawan, Director, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment as Director of the Company.

It is proposed to reappointment of Mr. Surinder Kumar Garg and Mr. Devinder Bir Singh Gill as independent directors as per Section 149, 150 and 152 of the Companies Act, 2013 for a term for 5 (Five) consecutive years commencing from the date of this Annual General Meeting and they shall not be liable to retire by rotation.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities statement, it is confirmed :

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

ii) That the directors had selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate 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.

iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with stock exchanges, adequate steps have been taken to ensure that all the provisions relating to corporate governance are duly complied with. A report on Corporate Governance alongwith the certificate of Corporate Governance received from Ashok K Singla and Associates, Company Secretaries, Ludhiana is annexed hereto as an Annexure-2 to this report.

FIXED DEPOSITS

During the year, the Company did not accept any Fixed Deposits.

AUDITORS'' REPORT

The Auditors Report on the accounts of the company for the year have no qualification and required no comments.

AUDITORS

M/s Subash Vipan & Co., Chartered Accountants, Ludhiana, Auditors of the Company retire at the conclusion of the forthcoming Annual General meeting and being eligible, offer themselves for reappointment.

COST AUDITORS

M/s. Ruby Saini & Company, Delhi has been appointed as cost auditors of your Company for auditing the cost accounts records for the Financial year 2014-15.

PARTICULARS OF THE EMPLOYEES

Information pertaining to employees pursuant to section 217 (2A) of the Companies Act, 1956 is nil. DISCLOSURE OF ENERGY CONSERVATION .FOREIGN EXCHANGE AND TECHNOLOGY

Information as per the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 regarding as to conservation of energy, technology absorption, foreign exchange earning and outgo are given in Annexure A forming part of this report.

INDUSTRIAL RELATIONS

Industrial relations continued to remain harmonious throughout the year under review. The directors express their appreciation towards workmen for their co-operation and hope for cordial relations in the year to come.

LISTING FEES

The equity shares of the Company are listed at the Stock Exchanges at Ahmedabad, Bombay, Cochin, Delhi & Ludhiana. The Company has paid Annual listing fees to Ahmedabad and Cochin stock exchange upto the financial year 2005-06. The Annual listing fees to Bombay & Delhi Stock Exchange stand paid upto 2013-14. The listing fees with Ludhiana Stock Exchange stand paid upto 2010-11.

VOLUNTARY DELISTING

The Company has applied for Voluntary Delisting of its equity shares from Delhi & Jaipur stock exchange Ltd. The Company has received approval (Delisting) from Jaipur stock exchange Ltd. vide their Letter No: JSEL/2014/956 dated: 12 August, 2014 & awaiting approval from Delhi stock exchange. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere thanks to the staff members and workers for their co-operation, hard work, dedication and devotion.

The Board of Directors place on record their gratitude to State Bank of India for its valuable support lent to the Company.

The Directors express its sincere thanks to the shareholders and other business constituents for their continued support and cooperation.

By order of the Board of Directors For Oswal Yarns Ltd. Sd/- Place : Ludhiana TEJ PAUL OSWAL Dated : 30.08.2014 Managing Director

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Mar 31, 2013

To The Members of Oswal Yarns Limited

The Directors present their 31st Annual Report on the operations of the Company along with audited statements of accounts for the financial year ended as on March 31st, 2013.

PERFORMANCE REVIEW

Operating and other Income during 2012-2013 is Rs 490.86 Lacs as Compared to Rs. 461.00 Lacs in the previous year. The Company provided depreciation of Rs. 14.77 Lacs (Rs. 15.08 Lacs in the previous year). The Company has suffered a loss of Rs 11.08 Lacs as compared to loss of Rs 12.26 Lacs in the previous year but earned cash profit of Rs. 3.69 as compared to Rs. 2.82 Lacs in the previous year.

DIVIDEND

Due to loss, yours directors are unable to recommend the payment of dividend for the year under review.

DIRECTORS

Sh. D.B.S. Gill, Director, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities statement, it is confirmed :

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

ii) That the directors had selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate 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.

iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with stock exchanges, adequate steps have been taken to ensure that all the provisions relating to corporate governance are duly complied with. A report on Corporate Governance alongwith the certificate of Corporate Governance received from Ashok K Singla and associates, Company Secretaries, Ludhiana is annexed hereto as an Annexure to this report.

FIXED DEPOSITS

During the year, the Company did not accept any Fixed Deposits.

AUDITORS'' REPORT

The Auditors Report on the accounts of the company for the year have no qualification and required no comments.

AUDITORS

M/s SubashVipan & Co., Chartered Accountants, Ludhiana , Auditors of the Company retire at the conclusion of the forthcoming Annual General meeting and being eligible, offer themselves for re- appointment.

PARTICULAR OF THE EMPLOYEES

Information pertaining to employees pursuant to section 217 (2A) of the Companies Act, 1956 is nil. DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 regarding to conservation of energy, technology absorption, foreign exchange earning and outgo are given in Annexure A forming part of this report. INDUSTRIAL RELATIONS

Industrial relations continued to remain harmonious throughout the year under review. The directors express their appreciation towards workmen for their co-operation and hope for cordial relations in the year to come.

LISTING FEES

The equity shares of the Company are listed at the Stock Exchanges at Ahmedabad, Bombay, Cochin, Delhi, Jaipur & Ludhiana. The Company has paid Annual listing fees to Ahmedabad and Cochin stock exchange upto the financial year 2005-06. The Annual lisiting fees to Bombay, Delhi and Jaipur Stock Exchange paid upto 2013-14. The lisiting fees with Ludhiana Stock Exchange paid upto 2010-11. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere thanks to the staff members and workers for their co-operation, hardwork, dedication and devotion.

The Board of Directors place on record their gratitude to State Bank of India for its valuable support lent to the Company.

The Directors express its sincere thanks to the shareholders and other business constituents for their continued support and cooperation.

By order of the Board of Directors

For Oswal Yarns Ltd.

Sd/-

Place : Ludhiana TEJPAULOSWAL

Dated : May 28th, 2013 Chairman & Managing Director

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Mar 31, 2010

The Directors present their Twenty Eighth Annual Report on the operations of the Company along with audited statements of accounts for the financial year ended as on March 31st, 2010.

PERFORMANCE REVIEW

Operating and other Income during 2009-2010 is Rs 331.37 Lacs as Compared to Rs. 279.59 Lacs of the previous year with an increase of 18.52%. The Company provided depreciation of Rs. 14.87 Lacs (Rs. 14.91 Lacs in the previous year). The Company has suffered loss of Rs 10.82 Lacs as compared to loss of Rs 13.47 Lacs in the previous year but earned cash profit of Rs. 4.05 as compared to Rs. 1.44 Lacs in the previous year. The loss was due to high cost of Material.

DIVIDEND

Due to loss, yours directors are unable to recommend the payment of dividend for the year under review.

DIRECTORS

During the year Sh. Bharat Oswal appointed as additional Director of the Company as on 07.10.2009. Mr. B.B. Gandhi Director, of the Company resigned from the Board as on 25.02.2010. The Board place on record the appreciation for the guidance rendered by him. Mr. Rajiv Jain appointed as additional Director of the Company as on 04.06.2010. Mr. Bharat Oswal is being appointed as a Whole time Executive Director of the Company at Nil Remuration.

Mr. D.B.S. Gill, Director, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities statement, it is confirmed :

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

ii) That the directors had selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate 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.

iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with stock exchanges, adequate steps have been taken to ensure that all the provisions relating to corporate governance are duly complied with. A report on Corporate Governance alongwith the certificate of Corporate Governance received from Ashok K Singla and associates, Company Secretaries, Ludhiana is annexed hereto as an Annexure to this report.

FIXED DEPOSITS

During the year, the Company did not accept any Fixed Deposits.

AUDITORS REPORT

The Auditors Report on the accounts of the company for the year have no qualification and required no comments.

AUDITORS

M/s Subash Vipan & Co., Chartered Accountants, Ludhiana , Auditors of the Company retire at the conclusion of the forthcoming Annual General meeting and being eligible, offer themselves for re- appointment.

PARTICULAR OF THE EMPLOYEES

Information pertaining to employees pursuant to section 217 (2A) of the Companies Act, 1956 is nil.

DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 regarding to conservation of energy, technology absorption, foreign exchange earning and outgo are given in Annexure A forming part of this report.

INDUSTRIAL RELATIONS

Industrial relations continued to remain harmonious throughout the year under review. The directors express their appreciation towards workmen for their co-operation and hope for cordial relations in the year to come.

LISTING FEES

The equity shares of the Company are listed at the Stock Exchanges at Ahmedabad, Bombay, Cochin, Delhi, Jaipur & Ludhiana. The Company has paid Annual listing fees to Ahmedabad, Cochin and Jaipur stock exchange upto the financial year 2005-06. The Annual lisiting fees to Bombay & Delhi Stock Exchange paid upto 2010-11. The lisiting fees with Ludhiana Stock Exchange is pending for 2007-08 & 2008-09.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere thanks to the staff members and workers for their co-operation, hardwork, dedication and devotion.

The Board of Directors place on record their gratitude to State Bank of India for its valuable support lent to the Company.

The Directors express its sincere thanks to the shareholders and other business constituents for their continued support and cooperation.

By order of the Board of Directors For Oswal Yarns Ltd.

Sd/- Place : Ludhiana TEJ PAUL OSWAL Dated : August 20th, 2010 Chairman & Managing Director