The Directors have pleasure in presenting the 28th Annual Report,
 together with the Audited Accounts of your Company for the year ended
 31st March, 2012:
 
 1.  FINANCIAL RESULTS
 
                                         (Figs, in Lacs)
 Particulars                        2011-12         2010-11
 
 Sales and other Income              11037.88        7400.87
 
 Increase/(Decrease)in WIP and 
 Finished                             1176.63        1123.08
 Goods
 
 Profit before Depreciation, 
 Interest and Taxes                    326.92         739.39
 
 Financial Charges                     295.86         384.58
 
 Depreciation                          357.99         335.52
 
 Profit before Tax                    (326.93)         19.29
 
 Provision for Tax                       --            (4.41)
 
 Provision - Deferred Tax Assets/ 
 (Liability)                            74.54          18.91
 
 Wealth Tax Prev. year taxes             --            (8.59)
 
 MAT Credit of CY&PY                     --             4.41
 
 Profit after Tax                     (252.39)         29.61
 
 Carried Forward Losses                 Nil             Nil
 
 Surplus /(Loss) carried forward 
 to B/S                               (252.39)         29.61
 
 Dividend                               Nil             Nil
 
 
 
 2.  OPERATIONAL PERFORMANCE:
 
 
 
 Particulars                     2011-12         2010-11  
 
 Sugar Division
 
 Start of crushing season        09/12/2011      07/12/2010
 
 Close of crushing season        31/03/2012      25/03/2011
 
 Duration (Days)                        123             108
 
 Recovery (%)                          9.68            8.68
 
 Cane crushed (Lakh Qtls)             30.37           27.38
 
 Production (Qtls.)
 
 White Sugar (Qtls)                  287120          236645
 
 BISS Sugar (Qtls)                     1400            1200
 
 Molasses (Qtls)                     140800          150145
 
 Furnace Division
 
 Production (Tonnes)-MS Ingots      1875.34         3459.39
 
 
 
 
 3.  OPERATIONS:
 
 Total Income of the Company has increased from 7400.87 Lac (10-11) to
 Rs. 11037.88 Lac (11-12), (approx. 49.14%). The Net Loss in the current
 year was Rs.252.39 Lac as against Net Profit Rs.  29.61 Lac of the
 previous year. The Furnace Division has shown a decrease in the
 production from 3206.27 (Tonnes) (FY, 11) to 1875.34 (Tonnes) in the
 Current Year, (FY, 12). A defict of Rs.252.39 lacs was carried forward
 to the Balance Sheet.
 
 4.  DIVIDEND:
 
 Due to marginal profit, the Company has not recommended any dividend
 for the current Financial Year.
 
 5.  PUBLIC DEPOSITS
 
 During the year under review, the Company has not accepted deposit from
 the public under Section 58 A of the Companies Act, 1956 read with
 Companies (Acceptance of Deposit) Rules, 1975.
 
 6.  COST ACCOUNTING RECORDS :
 
 Compulsory maintenance of Cost Records under section 209 (1) (d) of the
 Companies Act, are being maintained & in due compliance of the same, a
 Certificate from M/s Vijay Kumar & Associates, Cost Accountants, New
 Delhi, dated 25/09/2012 has been obtained for our records.
 
 7.  EXPANSION/ DIVERSIFICATION PROTECTS :
 
 Due to stringent scenario of the Sugar Industry, the Company''s proposed
 plan to expand the capacity of Sugar Unit from 3500 TCD to 5500 TCD and
 setting-up a Co-Generation plant of 25 MW at the existing site, has
 been re-scheduled. Though the Management has taken concrete steps in
 the FY 11 to expedite these projects by appointing IFCI as Advisor &
 Syndicator for arrangement of Funds from Sugar Development Fund and if
 required, Term Loan from other Banks/ FIIs.
 
 To meet the cost of up-coming projects, the Company has approached the
 SDF, Banks/ FI and other Institutions for Term Loans and also to raise
 the money through other established mode of financing.
 
 8.  AUDITORS:
 
 M/s Kansal Singla & Associates, Chartered Accountants, Chandigarh,
 Statutory Auditors of the Company who retire at the conclusion of the
 ensuing Annual General Meeting and are eligible for reappointment have
 consented to continue in the office. They have confirmed that their
 appointment, if made will be accordance with the limits specified in
 section 224 (IB) of the Companies Act, 1956 for re-appointment.
 
 9.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNING AND OUTGO:
 
 As required Under Section 214 (1) (e) of the Companies Act, 1956 read
 with Companies (Disclosure) of Particulars in the Report of Board of
 Directors Rules, 1988, the information relating to conservation of
 energy, technology absorption and foreign exchange and outgo in annexed
 and forms part of the Report.
 
 10.  DIRECTORS;
 
 (i) Retirement by Rotation:
 
 In accordance with the requirement of the Companies Act, 1956 and the
 Articles of Association of the Company, Sh. Praveen Kumar Varshney is
 liable to retire by rotation, at the conclusion of the ensuing Annual
 General Meeting and being eligible, offer himself for re-appointment.
 Your Directors recommend his re-appointment at the ensuing Annual
 General Meeting.
 
 11.  PARTICULARS OF THE EMPLOYEES
 
 None of the employees is covered under the provisions of Section 217
 (2A) of the Companies Act. 1956 read with the Companies (Particulars of
 Employees) Rules, 1975.
 
 12.  DIRECTOR''S RESPONSIBILITY STATEMENT
 
 Pursuant to under section 217 (2AA) of the Companies Act, 1956 with
 respect to Directors'' Responsibility Statement, it is hereby confirmed
 that
 
 i.  in the preparation of the annual accounts the applicable accounting
 standard have been followed.  ii.  the Directors had selected such
 accounting policies and applied them consistently and made judgment and
 estimates that are responsible 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 of the Profit of the Company for the year end on that date.  iii.
 That the directors had 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 the Company and
 for preventing and detecting fraud and other irregularities and
 
 iv.  the directors have prepared the annual accounts of the Company on
 a going concern basis.
 
 13. CORPORATE GOVERNANCE
 
 The Company has been fully compliant with Clause 49 and other
 applicable provisions of the Listing Agreement with the Stock Exchanges
 relating to the Corporate Governance. A separate report on Corporate
 Governance forming part of the Annual Report of the Company is annexed
 hereto. A certificate from the Auditors of the Company regarding
 compliances of conditions of Corporate Governance as stipulated under
 Corporate Governance clause of the Listing Agreement is annexed to the
 report on Corporate Governance.
 
 14. ACKNOWLEDGEMENT
 
 The Directors wish to convey their appreciation to all the Company''s
 employees for their enormous personal efforts as well as their
 collective contribution to the Company''s performance.  The Directors
 also wish to thanks to various Govt, agencies, Bankers, consultants and
 all other business associates.
 
 
 
                    for and on behalf of the Board of Directors 
 
                                         OSWAL OVERSEAS LIMITED
 
 Place : New Delhi          Manjeet Singh      Pararnjeet Singh 
 
 Dated: 25/09/ 2012        (Managing Director 
                            & CEO)                    (Director)