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.
The summary of operating results for the year is given below:-
(Rs. in Lacs)
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
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.
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.
In view of the projects being undertaken by the company, which require
heavy capital outlay, your directors do not recommend any dividend for
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.
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.
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.
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
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
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
Pursuant to Clause 49 of the listing agreement, Corporate Governance
Report and Management Discussion & Analysis are enclosed as Annexure-II
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).
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
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
Listing Fee for the year 2012-13 has been paid to the National Stock
Exchange of India Ltd.
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