To The Members of Oswal Greentech Ltd.
 
 The Directors present the 30th Annual Report along with Audited
 Statement of Accounts for the Financial Year ended 31st March, 2012.
 
 FINANCIAL RESULTS
 
 The summary of operating results for the year is given below:- 
 
                                                     (Rs. in Lacs)
 
                                         2011-12           2010-11
 
 Gross Profit/(Loss) before 
 depreciation and tax                      10295             10524
 
 Depreciation                                233               161
 
 Profit/(Loss) before Tax                  10062             10363
 
 Fringe Benefit Tax                            -                 -
 
 Tax                                        2152              2141
 
 Profit/(Loss) after Taxation               7910              8222
 
 Add : Balance brought forward 
 from last year                           (23462)           (31684)
 
 Balance in Profit & Loss Account         (15552)           (23462)
 
 
 REVIEW OF OPERATIONS & FUTURE OUTLOOK
 
 During the year, the company was engaged mainly in the activities
 related to development and trading of Real Estate and Investments. The
 company had gross revenue of Rs. 489.59 crores and has earned a net
 profit of Rs. 79.10 crores after taxes against the gross revenue of Rs.
 194.47 and net profit after taxes of Rs. 82.22 crores in the previous
 year. The company has invested mainly in Real Estate Sectors in and
 around Metro Towns and nearby areas where growth of this sector is
 better than the growth in other cities of the country. The company has
 also earned Interest Income from the funds which are temporarily
 invested in various financial Instruments/Securities/Fixed Deposits.
 
 A small set back to the Joint Development Project of the company was
 received through the judgement of Hon''ble High Court of Mumbai which
 has stopped the developmental activities carried on by the company
 under Joint Development Agreement with M/s. Oswal Agro Mills Ltd.
 (OAML). A Special Petition filed against the order before the Hon''ble
 Supreme Court and the petition is moved by OAML and is already admitted
 for the regular hearing. As the matter is sub-judice, the developmental
 activities at the site are stopped due to the operation of the
 judgement of the Hon''ble High Court of Mumbai.
 
 The economic trend world wide is not very encouraging. However, the
 Real Estate Sector is doing better than the other sectors. Future
 Outlook for the company''s growth looks bright keeping in view the
 projects initiated by the Company which are likely to be completed in
 near future.
 
 SUBSIDIARY COMPANY
 
 The company promoted M/S Oswal Engineering Ltd in UAE as wholly owned
 subsidiary. The company''s other subsidiary M/s. Universal Projects FZE
 is already in business at UAE.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted any deposits within the meaning of section
 58A of the Companies Act, 1956 read with Companies (Acceptance of
 Deposits) Rules, 1975.
 
 DIVIDEND
 
 In view of the projects being undertaken by the company, which require
 heavy capital outlay, your directors do not recommend any dividend for
 the year.
 
 MATERIAL CHANGES
 
 There are no material changes affecting the affairs of the Company
 since the date of Balance Sheet and upto the date of this report.
 
 CHANGE OF NAME
 
 The name of the Company has been changed from Oswal Chemicals &
 Fertilizers Limited to OSWAL GREENTECH LIMITED w.e.f.  23rd November,
 2011, as approved by the Government of India- Ministry of Corporate
 Affairs, Registrar of Companies, Punjab and Chandigarh.
 
 AUDITORS'' REPORT
 
 The Auditor''s report on audited accounts for the year 2011-12 contains
 qualification regarding non-confirmation/reconciliation of certain
 balances, managerial remuneration subject to the
 approval/reconsideration of the Central Government.
 
 The reconciliation with certain parties and their confirmation is in
 process. The company is also in process of obtaining the approval of
 the Central Government for managerial remuneration.
 
 AUDITORS
 
 T.R. Chadha & Co., Chartered Accountants, the existing auditors of the
 company retires at the conclusion of this Annual General Meeting and
 being eligible offer themselves for re-appointment. Your Directors
 recommend their re-appointment.
 
 DIRECTORS
 
 Shri Atul Kulshrestha and Shri Aditya Burra Shastri directors retire by
 rotation and being eligible, offer themselves for re-appointment at the
 ensuing Annual General Meeting.
 
 Shri Abhey Kumar Oswal, Chairman & Managing Director of the company due
 his pre-decided schedule has resigned from the post of Managing
 Directorship but he still continue to act as Chairman and Director of
 the company w.e.f. 11th July, 2012.
 
 Shri Anil Bhalla, Whole time director of the company has
 appointed/re-designated as Managing Director of the company w.e.f.11th
 July 2012.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217 (2AA) of the Companies
 Act, 1956, in relation to financial statements for the year 2011-12,
 the Board of Directors state that:-
 
 i.  That in preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.
 
 ii. That the Directors have 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 31st March, 2012 and the profit of the
 Company for the year ended on that date ;
 
 iii. That the Directors have 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 your Company and
 for preventing and detecting fraud and other irregularities;
 
 iv.  That the Directors have prepared the annual accounts on a going
 concern basis.
 
 AUDIT COMMITTEE
 
 The audit committee has met and reviewed the financial statements for
 the financial year ended 31.03.2012 and has not given any adverse
 observations. It has also recommended the re-appointment of M/s. T.R.
 Chadha & Company, Chartered Accountants as statutory auditors of the
 Company.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the listing agreement, Corporate Governance
 Report and Management Discussion & Analysis are enclosed as Annexure-II
 & III.
 
 Your company has successfully implemented the mandatory provisions of
 Corporate Governance in accordance with the provisions of Clause 49 of
 the listing Agreement of the Stock Exchanges. Separate report on
 Corporate Governance and Management Discussion and analysis are
 included in the Annual Report.
 
 A certificate from the Practicing Company Secretary regarding the
 compliance of conditions of Corporate Governance is place herewith.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of the Employees in accordance with the provisions of
 Section 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of employees) Rules 1975 as amended are given in the
 Annexure-I forming part of this report.
 
 PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN
 EXCHANGE EARNING AND OUT GO.
 
 The particulars of conservation of Energy and Technology absorption as
 per 217 (1) (e) of the Companies Act, 1956, read with the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988 are not applicable as the Company''s plants were not
 operational during the year. During the year under review, the foreign
 exchange earnings were 93.92 Lacs (Previous year Rs. 11281.69) and
 foreign exchange outgo was 53.86 Lacs (Previous year Rs. 9089.51 Lacs).
 
 HUMAN RELATIONS
 
 The Directors are happy to state that relations between the Company and
 its employees remained cordial throughout the year. The Directors
 express their appreciation for the services rendered by the employees
 of the Company at various levels.
 
 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 Ahemdabad Stock Exchange, Ahemdabad
 
 The Applications for delisting of shares are pending with Calcutta
 Stock Exchange and Ahemdabad Stock Exchange. The equity shares of the
 Company continue to be listed with National Stock Exchange of India
 Ltd.
 
 Listing Fee for the year 2012-13 has been paid to the National Stock
 Exchange of India Ltd.
 
 ACKNOWLEDGEMENTS
 
 The Board of Directors wishes to place on record their appreciation of
 the sincere services rendered by employees, which have largely
 contributed to its efficient management. Your Directors also wish to
 place on records their appreciation for the valuable co-operation and
 support received from the Government of India. We would also like to
 express thanks to our shareholders for their continued support.
 
                                         For & on behalf of the Board
                                              Oswal Greentech Limited
 
                                                    ABHEY KUMAR OSWAL
                                                  Chairman & Director
 
 Place : New Delhi
 Date : 09.08.2012