DIRECTORS' REPORT To, The Members Oswal Agro Mills Limited Your Directors take the pleasure in presenting their 35th Annual Report and Audited Financial Statement of the Company along with Auditors' Report thereon for the year ended 31st March, 2015. REVIEW OF OPERATIONS & FUTURE OUTLOOK During the year, the Company undertook trading activities in the real estate sector. The Company has earned Profit before tax of Rs. 1852.38 Lacs and Profit after tax of Rs. 1450.71 Lacs as against Profit before tax of Rs. 1627.92 Lacs and Profit after tax of Rs. 1277.49 Lacs in the previous year. The Company's petition before the Hon'ble Supreme Court for allowing it to start the construction at Chembur land got dismissed. The Company is planning some alternative development as permissible by local and government authorities on this land. The future outlook of the Company in the real estate sector looks promising. DIVIDEND With a view to conserve the resources for the business plans of the Company to develop real estate, the directors do not recommend any dividend for the year. PUBLIC DEPOSITS The Company has not accepted or renewed any Deposit within the meaning of Section 73 to 76 of Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. AUDITORS AND AUDITORS REPORT M/s T.R. Chadha & Co., Chartered Accountants, (Registration No. 006711N), the Statutory Auditor of the Company holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from the Statutory Auditor to this effect and their re-appointment, if made, will be in accordance with the provisions of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. As per the recommendation of the Audit Committee, the Board of Directors proposes the re-appointment of T.R. Chadha & Co., Chartered Accountants as Statutory Auditor of the Company. The Report of the Auditors' on the Annual Accounts of the Company forms part of Annual Report and is self explanatory. SECRETARIAL AUDIT REPORT Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rules, M/s CT & Company, Company Secretaries, New Delhi was appointed as the Secretarial Auditors of the Company for the Financial Year 2014-15. The copy of Secretarial Audit Report is annexed to the Board Report as an Annexure-I. DIRECTORS In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anil Bhalla, Director of the Company will retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment. As required under clause 49(IV) (G) of the Listing Agreement, the requisite information of Mr. Anil Bhalla, in the nature of brief resume, nature of expertise, companies in which he holds directorship / memberships of Board Committees, shareholding in all Companies, forms part of the Notice of the Annual General Meeting. In accordance with the provisions of Section 197 read with schedule V and Section 203 of Companies Act, 2013 read with rules, the Board proposes the ratification of appointment and remuneration of Mr. Bhola Nath Gupta (DIN 00562338) as CEO and Director of the Company. In compliance with the provisions of Section 160, the company has received a notice from one of the member proposing appointment of Mr. Harnish Bindra as the Non-Executive Independent Director of the company for a period of five years. The Company has also received the requisite disclosures/declarations from Mr. Harnish Bindra as required under Section 149 and other applicable provisions of the Companies Act, 2013. In compliance with the provisions of Section 160, the company has received a notice from one of the member proposing appointment of Mrs. Shikha Jain as the Non-Executive Independent Women Director of the Company for a period of five years. The Company has also received the requisite disclosures/declarations from Mrs. Shikha Jain as required under Section 149 and other applicable provisions of the Companies Act, 2013. In compliance with the provisions of Section 160, the company has received a notice from one of the member proposing appointment of Mr. Vishal Mishra as the Non-Executive Independent Director of the Company for a period of five years. The Company has also received the requisite disclosures / declarations from Mr. Vishal Mishra as required under Section 149 and other applicable provisions of the Companies Act, 2013. Details of the proposal for the ratification of appointment and remuneration/appointment of above directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting. Mr. Anuj Sharma (DIN No. 06890713), Independent Non Executive Director of the Company placed his resignation before the Board on 20.07.2015 and the same was accepted by the Board. The Board has placed on record the contribution made by Mr. Anuj Sharma to the company during his tenure. DIRECTORS' RESPONSIBILITY STATEMENT:- Pursuant to the requirement under Section 134 sub- section 3 ( c) and sub -section (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby states and confirms that:- i. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. that directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period; iii. that directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the directors have prepared the annual accounts on a going concern basis; v. that the directors had laid down the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and vi.. that directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDIT COMMITTEE The audit committee has met 4 times and reviewed the financial statements for the each quarter / financial year ended at 31.03.2015 and has not given any adverse observations. EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 The extract of Annual Return pursuant to the provisions of Section 92 read with rule 12 of the Companies (Management & Administration) rules, 2014, is furnished in Annexure-II and is attached to this report. NUMBER OF MEETINGS OF THE BOARD The Board met seven times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings is within the period prescribed by the Companies Act, 2013. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED U/S 186 Particulars of loans given are provided under Note No. 2.32 to the financial statement. Particulars of investment made are provided under Note No. 2.9 and Note No. 2.11 to the Financial Statement provided in this Annual Report. The Company has not given any guarantee or security in connection with loan to any other body corporate or person. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN SUB-SECTION 1 OF SECTION 188 A detailed report on contracts and arrangements made during the financial year 2014-15, being arm's length transactions have been reported and annexed as Note No 2.30 to the financial statements. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report. CORPORATE SOCIAL RESPONSIBILITY The Corporate Social Responsibility and the governance committee have formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activity to be undertaken by the company, which has been approved by the Board. The CSR committee comprises of four directors, namely, Mr. Abhey Kumar Oswal (Chairman), Mr. Anil Bhalla, Mr. Anuj Sharma and Mr. Harnish Bindra. The Company Secretary of the Company acts as a Secretary of the Committee. During the year, the provisions of Companies Act, 2013 regarding contribution to Corporate Social Responsility are not applicable to the company due to Average Loss in the last three immediately preceding financial years. CORPORATE GOVERNANCE Your Company is committed to achieve and maintain high standards of Corporate Governance and places high emphasis on business ethics. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The company has complied with the corporate governance requirements, as stipulated under Clause 49 of the Listing Agreement and the stipulated certificate of compliance is attached to this Annual Report. PARTICULARS OF EMPLOYEES There was no employee receiving remuneration in excess of limits prescribed u/s 197 of the Companies Act, 2013, read with rules during the financial year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Information in accordance with the provision of Section 134 (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy and technology absorption are not applicable to the Company. During the year under review, there is no foreign exchange earnings and outgo (Previous years -NIL). SUBSIDIARY COMPANY AND ASSOCIATES SUBSIDIARY The Company has one subsidiary namely M/s. 'Oswal Overseas Ltd.' at UAE. ASSOCIATE The company has two associate companies namely M/s Oswal Greentech Ltd. and M/s News Nation Network Private Limited. LISTING Your Company's equity shares are listed at- Bombay Stock Exchange Ltd. (BSE), National Stock Exchanges of India Ltd (NSE), Delhi Stock Exchange Ltd (DSE), Calcutta Stock Exchange Association Ltd (CSE), Ahmedabad Stock Exchange Ltd (ASE), the U.P. Stock Exchange Association Ltd (UPSE) and Chennai Stock Exchange Ltd (CSE). As on date, the shares of the Company are not traded at DSE, CSE, ASE, UPSE and CSE stock exchanges as all these stock exchanges have no operations. The Company equity shares are frequently traded with Stock Exchange Mumbai, whereas the revocation matter of trading in the shares of the company is still under consideration with National Stock Exchange of India Ltd (NSE), Mumbai. ACKNOWLEDGEMENT Yours Directors wish to express their gratitude for the continuous assistance and support received from investors, clients, bankers, regulatory and government authorities during the year. Yours Directors also wish to place on records their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company. For and on behalf of the Board Oswal Agro Mills Limited Anil Bhalla Director Place : New Delhi Date : 20. 07. 2015 |