Oswal Agro Mills Limited
Your Directors take the pleasure in presenting their 35th Annual Report andAudited Financial Statement of the Company along with Auditors Report thereon forthe year ended 31st March 2015.
(Rs in Lacs)
|PARTICULARS ||Current Year ||Previous Year |
| ||31.03.2015 ||31.03.2014 |
|Operating & other Income ||5090.47 ||1960.43 |
|Profit/(Loss) before Depreciation & Provision for Taxation ||1852.38 ||1627.92 |
|Less : Depreciation ||16.03 ||16.46 |
|: Provision for Tax ||385.64 ||333.97 |
|: Deferred Tax || || |
|Profit/ (Loss) after Depreciation & Tax ||1450.71 ||1277.49 |
|Add: Balance brought forward from Previous year ||(6352.83) ||(7630.32) |
|Less:- Adjustment for Depreciation ||0.30 || |
|Balance carried to Balance Sheet ||(4902.42) ||(6352.83) |
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 Companys petition before the HonbleSupreme Court for allowing it to start the construction at Chembur land got dismissed. TheCompany is planning some alternative development as permissible by local and governmentauthorities on this land.
The future outlook of the Company in the real estate sector looks promising.
With a view to conserve the resources for the business plans of the Company to developreal estate the directors do not recommend any dividend for the year.
The Company has not accepted or renewed any Deposit within the meaning of Section 73 to76 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) theStatutory Auditor of the Company holds office till the conclusion of the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment. Your Company hasreceived necessary certificate from the Statutory Auditor to this effect and theirre-appointment if made will be in accordance with the provisions of Section 139 of theCompanies Act 2013 and that they are not disqualified for such appointment within themeaning of Section 141 of the Companies Act 2013.
As per the recommendation of the Audit Committee the Board of Directors proposes there-appointment of T.R. Chadha & Co. Chartered Accountants as Statutory Auditor of theCompany.
The Report of the Auditors on the Annual Accounts of the Company forms part ofAnnual Report and is self explanatory.
SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies Act 2013 read with rules M/sCT & Company Company Secretaries New Delhi was appointed as the Secretarial Auditorsof the Company for the Financial Year 2014-15. The copy of Secretarial Audit Report isannexed to the Board Report as an Annexure-I.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Anil Bhalla Director of the Company will retire at theensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment. Your directors recommend his re-appointment.
As required under clause 49(IV) (G) of the Listing Agreement the requisite informationof Mr. Anil Bhalla in the nature of brief resume nature of expertise companies in whichhe holds directorship / memberships of Board Committees shareholding in all Companiesforms part of the Notice of the Annual General Meeting.
In accordance with the provisions of Section 197 read with schedule V and Section 203of Companies Act 2013 read with rules the Board proposes the ratification of appointmentand remuneration of Mr. Bhola Nath Gupta (DIN 00562338) as CEO and Director of theCompany. In compliance with the provisions of Section 160 the company has received anotice from one of the member proposing appointment of Mr. Harnish Bindra as theNon-Executive Independent Director of the company for a period of five years. The Companyhas also received the requisite disclosures/declarations from Mr. Harnish Bindra asrequired 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 noticefrom one of the member proposing appointment of Mrs. Shikha Jain as the Non-ExecutiveIndependent Women Director of the Company for a period of five years. The Company has alsoreceived the requisite disclosures/declarations from Mrs. Shikha Jain as required underSection 149 and other applicable provisions of the Companies Act 2013.
In compliance with the provisions of Section 160 the company has received a noticefrom one of the member proposing appointment of Mr. Vishal Mishra as the Non-ExecutiveIndependent Director of the Company for a period of five years. The Company has alsoreceived the requisite disclosures / declarations from Mr. Vishal Mishra as required underSection 149 and other applicable provisions of the Companies Act 2013.
Details of the proposal for the ratification of appointment andremuneration/appointment of above directors are mentioned in the Explanatory Statementunder 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 Companyplaced his resignation before the Board on 20.07.2015 and the same was accepted by theBoard. The Board has placed on record the contribution made by Mr. Anuj Sharma to thecompany 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 Statementit is hereby states and confirms that:-
i. in preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
ii. that directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit of the Company for that period;
iii. that directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 bythe company and that such internal financial controls are adequate and were operatingeffectively and
vi.. that directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The audit committee has met 4 times and reviewed the financial statements for the eachquarter / 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 12of the Companies (Management & Administration) rules 2014 is furnished inAnnexure-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 inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings is within the period prescribed by the Companies Act 2013.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDU/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 theFinancial Statement provided in this Annual Report. The Company has not given anyguarantee 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 1OF SECTION 188
A detailed report on contracts and arrangements made during the financial year 2014-15being arms length transactions have been reported and annexed as Note No 2.30 to thefinancial statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review in terms of Clause49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate sectionelsewhere in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility and the governance committee have formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activity to be undertaken by the company which has been approved by the Board. TheCSR 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 Companyacts as a Secretary of the Committee.
During the year the provisions of Companies Act 2013 regarding contribution toCorporate Social Responsility are not applicable to the company due to Average Loss in thelast three immediately preceding financial years.
Your Company is committed to achieve and maintain high standards of CorporateGovernance and places high emphasis on business ethics. The Report on Corporate Governanceas stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.
The company has complied with the corporate governance requirements as stipulatedunder Clause 49 of the Listing Agreement and the stipulated certificate of compliance isattached to this Annual Report.
PARTICULARS OF EMPLOYEES
There was no employee receiving remuneration in excess of limits prescribed u/s 197 ofthe 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 Act2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 regarding conservationof energy and technology absorption are not applicable to the Company. During the yearunder 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.
The company has two associate companies namely M/s Oswal Greentech Ltd. and M/s NewsNation Network Private Limited.
Your Companys equity shares are listed at- Bombay Stock Exchange Ltd. (BSE)National Stock Exchanges of India Ltd (NSE) Delhi Stock Exchange Ltd (DSE) CalcuttaStock Exchange Association Ltd (CSE) Ahmedabad Stock Exchange Ltd (ASE) the U.P. StockExchange 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 CSEstock exchanges as all these stock exchanges have no operations.
The Company equity shares are frequently traded with Stock Exchange Mumbai whereas therevocation matter of trading in the shares of the company is still under considerationwith National Stock Exchange of India Ltd (NSE) Mumbai.
Yours Directors wish to express their gratitude for the continuous assistance andsupport received from investors clients bankers regulatory and government authoritiesduring the year. Yours Directors also wish to place on records their deep sense ofappreciation for the contributions made and committed services rendered by the employeesof 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
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel)Rules 2014]
Oswal Agro Mills Limited Near Jain Colony Vijay Inder Nagar Daba Road Ludhiana-141003 Punjab
We have conducted the secretarial audit of the compliances of applicable statutoryprovisions and the adherence to good corporate practices by M/s Oswal Agro Mills Limited(CIN L15319PB1979PLC012267). Secretarial Audit was conducted in a manner that provided usa reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.
Based on our verification of the M/s Oswal Agro Mills Limited (CINL15319PB1979PLC012267) the books papers minute books forms and returns filed and otherrecords maintained by the company and also the information provided by the Company itsofficers agents and authorized representatives during the conduct of secretarial auditWe hereby report that in our opinion the company has during the audit period coveringthe financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s Oswal Agro Mills Limited (CIN L15319PB1979PLC012267) ("theCompany") for the financial year ended on 31st March 2015 according tothe provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings.
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
a. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme)Guidelines 1999;
b. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
c. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
d. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
e. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
g. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; h. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; We have also examined compliance with the applicableclauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Stock Exchange(s);
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above subject to thefollowing observations:
We further report that
The Board of Directors of the Company is not duly constituted during the year due toinsufficient number of independent and women director. However as on date thecomposition is proper. The changes in the composition of the Board of Directors that tookplace during the period under review were carried out in compliance with the provisions ofthe Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that the other specific instances of observation made during thecourse of audit are stated in annexures to this report.
We further report that during the audit period the company has no specific events /actions having a major bearing on the companys affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to above. Therewere no specific instances of:
i. Public/Right/Preferential issue of shares / debentures/sweat equity etc.
ii. Redemption / buy-back of securities
iii. Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013
iv. Merger / amalgamation / reconstruction etc.
v. Foreign technical collaborations.
For CT & Company Company Secretaries
FCS. 7825 CP-8607
Place : New Delhi
Date : 20.07.2015
Oswal Agro Mills Limited
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
For CT & Company
FCS. 7825 CP-8607
Place : New Delhi
Date : 20.07.2015