DIRECTORS' REPORT To The Member, Oswal Greentech Limited Your Directors are pleased to present the 33rd Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2015. SUBSIDIARY COMPANY AND ASSOCIATES Subsidiary The company has one subsidiary, namely, Oswal Engineering Limited at UAE. Associate The company has one associate namely M/s News Nation Network Private Limited. The Accounting of Subsidiary and Associate have been done in consolidated financial statements in accordance with the relevant accounting standards. 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. During the year, the Company has actively supported the medical treatment of Cancer patients who can not afford it through Mohan Dai Oswal Cancer Hospital at Ludhiana. The Company has made a contribution of Rs. 2.72 Cr to the Hospital. The CSR committee comprises of four directors, namely, Mr. Abhey Kumar Oswal (Chairman), Mr. Anil Bhalla, Mr. Atul Kulshrestha and Mr. Vipan Kaushal. The Company Secretary of the Company acts as a Secretary of the Committee. PUBLIC DEPOSITS The Company has not accepted or renewed any deposits within the meaning of Section 73 to 76 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. DIVIDEND In anticipation of the future fund requirements for various projects, being undertaken by the Company, the Board of Directors of the Company does not recommend any dividend for the Financial Year 2014-2015. MATERIAL CHANGES There are no material changes since the date of Balance Sheet and up to the date of this report on the financial statements of the company. 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 Reports 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, 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. 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. DIRECTORS As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sumit Kumar Dutt (DIN: 01265514) and Mr. Krishan Chand Bajaj (DIN: 01844498) directors of the Company retiring by rotation and being eligible for re-appointment. The Board of Directors recommends their re-appointment. As required under clause 49(IV) (G) of the Listing Agreement, the requisite information of Mr. Sumit Kumar Dutt and Mr. Krishan Chand Bajaj, inter alia, in the nature of brief resume, nature of expertise, companies in which they holds directorship/memberships of Board Committees, shareholding in all Companies, forms part of the Notice of the Annual General Meeting. In compliance with the provisions of Section 160, the Company has received a notice from one of the members proposing appointment of Mr. Vipan Kaushal 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. Vipan Kaushal 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 members proposing appointment of Mrs. Bina Sharma 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. Bina Sharma as required under Section 149 and other applicable provisions of the Companies Act, 2013. Details of the proposal for the 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. Aditya Burra Shastri has resigned from the directorship of the Company w. e. f. 11th February, 2015 due to his personal reasons. The matter was considered by the Board in its meeting held on 12th February, 2015. The Board has placed on record the contribution made by Mr. Aditya Burra Shastri during his tenure. DECLARATION ON INDEPENDENT DIRECTORS The Company has received necessary declaration from each Independent Director u/s 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 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 the 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 and; 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. 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 each quarter/ financial year ended 31.03.2015 and has not given any adverse observations. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report. CORPORATE GOVERNANCE Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement of the Stock Exchanges with the Company's shares are listed, are duly complied with. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is given in Annual Report and forms part of the Annual Report. PARTICULARS OF EMPLOYEES In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. NUMBER OF MEETINGS OF THE BOARD The Board met five 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. 2.39 to the financial statement. Particulars of investment made are provided under Note No. 2.10 and Note No. 2.13 to the Financial Statement provided in this Annual Report. The Company has not given any guarantee or security in connection with a 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 contract & arrangement made during the financial year 2014-15 being arm's length transaction have been reported and annexed as Note No. 2.37 to the Financial Statement. PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNING AND OUT GO. 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, the foreign exchange earnings were Rs. 95.14 Lacs (previous year nil) and foreign exchange outgo was Rs. 15.86 Lacs (previous year Rs. 11.70 Lacs). CODE OF CONDUCT Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report. HUMAN RELATIONS The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company during the year. LISTING/DELISTING OF SHARES Presently, the Company's equity shares are listed on the following Stock Exchanges: The National Stock Exchange of India Ltd., Mumbai The Calcutta Stock Exchange Association Ltd., Kolkatta The Ahmedabad Stock Exchange., Ahemdabad The Applications for delisting of shares are pending with Calcutta Stock Exchange and Ahmedabad Stock Exchange The equity shares of the Company continue to be listed with National Stock Exchange of India Ltd., Mumbai. Listing Fee for the year 2015-16 has been paid to the National Stock Exchange of India Ltd., Mumbai. The Company has also applied for listing of its securities with Bombay Stock Exchange. ACKNOWLEDGEMENT Your Directors place on record their sincere thanks to the Company's esteemed shareholders, customers, suppliers, associates, bankers, and the authorities for their valuable contribution and continued support. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the company's executives, staff and workers. For & on behalf of the Board Oswal Greentech Limited Anil Bhalla CEO & Managing Director DIN : 00587533 Place : New Delhi Date : 20.07.2015 |