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Oswal Minerals Ltd.

BSE: 522299 Sector: Metals & Mining
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Oswal Minerals Ltd. (OSWALMIN) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting before you the Twentieth Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2016.


(Rs. In Lakhs)
Particulars 2015-2016 2014-2015
Revenue from Operations 65439.38 84446.78
Other Income 86.71 113.67
Total Income 655526.09 84560.46
Less: Expenditure 65182.3 82864.4
Profit before Finance costs Depreciation and 343.78 1696.06
Amortization and Tax
Less: Finance Cost 1146.4 1135.77
Depreciation & Amortization 35.59 42.96
Profit before Tax (838.2) 517.32
Less: Current Tax - 160.42
Deferred Tax (3.52) (6.59)
Profit for the period (834.69) 363.49
Earnings Per Share
Basic (10.98) 4.78
Diluted (10.98) 4.78


a) Overview Industry Structure Development and Outlook

Ferro alloy products are used in the production of steel as de-oxidants and alloyingagents and the Ferro alloys industry acts an intermediate industry to the Iron & Steelindustry. As a result the demand and prices of Ferro alloys depend on the production andconsumption of steel. Looking to the worldwide global demand of steel & domesticincreasing trend of steel demand the consumption of Ferro Alloys is increasing rapidly inIndia and the rest of the world which is encouraging the production capacities in Indiaduring this decade and further increasing the production capacities especially inManganese Alloys. With the growth in production and consumption of Steel in India theFerro alloys demand is likely to increase with increased consumption of Steel and yourCompany is well positioned to reap the benefits of increased demand. Your Company isexploring the growth opportunities in India and abroad.

b) Business performance and Segment Reporting

During the year under review the company has occurred losses of Rs. 83468764 asagainst a profit of Rs.36349198 during the previous year. The company is hoping toachieve much better overall performance during the coming years. The company is engagedprimarily in the business of trading in Alloys & Minerals. Hence there are noseparately reportable segments.

c) Internal Control System and its adequacy

The system of internal control has been established to provide reasonable assurance ofsafeguarding assets and maintenance of proper Accounting records and its accuracy. Thebusiness risks and its control procedures are reviewed frequently. Systems audit is alsoconducted regularly to review the systems with respect to Security and its Adequacy.Reports are prepared and circulated to Senior Management and action taken to strengthencontrols where necessary.

d) Risk Management

Risk evaluation and management is an ongoing process in the company. This riskmanagement process which is facilitated by internal audit covers risk identificationassessment analysis and mitigation. Incorporating sustainability in the process alsohelps to align potential exposures with the risk appetite and highlights risks associatedwith chosen strategies.

e) Human resources and Industrial relations

Your company continues to have cordial relations with its employees.


The Company has not accepted and does not intend to accept any deposits from thepublic. As at 31st March 2016 there are no outstanding/unclaimed deposits from thepublic.


Your directors do not wish to recommend any dividend with a view to conserve theresources of the company for growth and expansion of the company.


Mr. Subhashchand Mohanlal Director of the Company (DIN 01088346) retires by rotationat the ensuing annual general meeting of the company and being eligible offers himselffor reappointment. The Board of Directors recommended his appointment for consideration ofthe members at the forthcoming Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act 2013 the below mentionedKMP’s were appointed/designated/ changed during the year.

Whole Time Key Designation Date of Appointment/ Date of cession Designated by Board
Managerial Personnel of the Company
Mr. Sripal Kumar Mohanlal Managing Director(MD) 19.05.2014 -
Mrs. Kavya Anegundi Company Secretary (C.S) 05.09.2014 03.11.2015
Ms. Amanpreet Kaur Company Secretary (C.S) 01.03.2016 -
Mr. Subhashchand Chief Financial Officer 19.05.2014 -
Mohanlal (CFO)


Mr. Ilendra Srinivas Mr. Bhagchand Ghisulal Jain and Mr. Dinesh Kumar beingIndependent Directors of the Company have submitted their disclosures to the Board thatthey fulfill all the requirements as stipulated in Section 149(6) of the Companies Act2013 read with the relevant rules.

7. AUDITORS: a. Statutory Auditors: -

M/s. N.N. Yuvaraj and Associates Chartered Accountants Bangalore (Firm RegistrationNo. 00S1377) Statutory Auditors of the Company holds office from the conclusion of thisannual general meeting of the Company until the conclusion of the next Annual GeneralMeeting at such remuneration as may be determined by the Board of Directors of the Companyfrom time to time as per the applicable provisions of Companies Act 2013 read with rulesmade thereunder as amended from time to time subject to ratification by shareholders inthe annual general meeting. The Company has received confirmation that their appointmentwill be within the limits prescribed under section 139 read with section 141 of theCompanies Act 2013.

Therefore it is recommended to the shareholders to ratify the appointment of M/s. N.N.Yuvaraj and Associates the Statutory Auditors in their forthcoming Annual GeneralMeeting.

b. Secretarial Auditor: -

M/s. Subhashini Ghantoji & Co. Practicing Company Secretaries was appointed asSecretarial Auditor & their report on Secretarial Audit in Form No. MR 3 under Section204 of the Companies Act 2013 for the Financial Year 2015-16 is attached as Annexure-1 and shall form the part of the Board Report.

c. Internal Auditor: -

Pursuant to provisions of Section 138 of the Companies Act 2013 the Company hasappointed Mr. Badrinath Shetty to conduct internal audit of the functions and activitiesof the Company and maintain internal control systems of the Company.


The Statutory Report is self explanatory and requires no comments.


As per the Secretarial Auditors’ Report attached herewith as Annexure-1 there aresome qualifications/observations by the Secretarial Auditor the explanation of which isas under:

1. Referring to point (i) the Statutory Registers which have been misplaced theCompany has already lodged the complaint and started preparing the new registers;

2. Referring to point (ii) the Company will re-adopt the Articles of Association inthe upcoming Annual General Meeting;

3. Referring to point (iii) the Company has already initiated the process ofregistering under the Labour Laws.

4. Referring to point (iv) and (v) the Company will take care of such mistakes infuture and will be more conscious regarding the filing and documentation under the Act.


Composition of Audit Committee

The Audit committee of the Board of Directors was constituted in conformity ofprovisions of the Companies Act 2013 & the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Audit Committee comprises four (4) Directors amongstwhich two (2) are Independent Non-Executive Directors namely Mr. Bhagchand Ghisulal Jainand Mr. Dinesh Kumar and one is Mr. Mohanlal Bharath Kumar Jain Whole-Time Director andone Mrs. Sapna Kothari Non-Executive Director. Ms. Amanpreet Kaur is secretary of theCommittee. The Committee met Four (4) times during the year.

Vigil Mechanism and Whistle Blower:

Pursuant to provisions of section 177 (9) of the Companies Act 2013 the Company hasestablished a "Vigil mechanism" incorporating Whistle Blower Policy in terms ofthe Listing Obligations and Disclosure Requirements 2015 for employees and directors ofthe Company for expressing the genuine concerns of unethical behavior frauds orviolation of the codes of conduct by way of direct access to the Chairman/Chairman of theAudit Committee in exceptional cases. The Company has also provided adequate safeguardsagainst victimization of employees and Directors who express their concerns.

The policy on "Vigil mechanism and Whistle Blower" may be accessed on theCompany’s website at


During the Financial Year 2015-16 the Board met Fourteen (14) times i.e. on08.04.2015 24.04.2015 05.05.2015 19.06.2015 15.07.2015 21.08.2015 03.09.201524.09.2015 09.10.2015 17.10.2015 03.11.2015 17.12.2015 27.01.2016 and 01.03.2016.


To the best of their knowledge and belief and according to the information andexplanations obtained in terms of Section 134 of the Companies Act 2013 your Directorsstate that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and proper explanations provided relating to material departures if any;

ii. Such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit ofthe Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. The annual accounts have been prepared on a going concern basis;

v. Internal financial controls were followed by the Company and they are adequate andare operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.


The Company has in place a system of Corporate Governance. A separate report onCorporate Governance forming part of the Annual Report of the Company is annexed hereto. Acertificate from the Auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under Corporate Governance regulation of the ListingObligations and Disclosure Requirements 2015 is annexed to the report on CorporateGovernance.


None of the employees have received remuneration in excess of the sum prescribed underSection 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Since the Company has no subsidiary or holding company no particular is required to begiven pursuant to the provisions of Section 197 (14) of the Companies Act 2013.



Your company is fully aware of its Corporate Social Responsibility (CSR) theguidelines in respect of which were more clearly laid down in the recently overhauledCompanies Act. But the Company has not yet met with the specified criteria mentioned inthe Section 135 of the Companies Act 2013 to contribute towards Corporate Socialresponsibility.

The CSR Policy approved by the Board may be assessed on the website of the Company


The Nomination & Remuneration Committee was constituted by the Board to appointDirectors payment of Managerial remuneration Directors’ qualifications positiveattributes Independence of Directors and other related matters as provided under Section178(3) & (4) of the Companies Act 2013 on 05.08.2014 consisting of four directorsviz Mrs. Sapna Kothari Mrs. Saritha Devi Mr. Dinesh Kumar and Mr. Bhagchand GhisulalJain. Mr. Dinesh Kumar is the Chairman of said Committee. The Committee met two timesduring the year under review.


The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.

During the financial year 2015-16 the Company has received no complaints on sexualharassment.


The Company has not given any loan guarantee or made any investment during thefinancial year 2015-16.


All the contracts/arrangements/transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an arm’slength basis. The particulars of Contracts or Arrangements made with related parties asspecified in Annexure 2 (form AOC-2).

The Related Party Transaction Policy may be assessed on the website of the Company


The extracts of Annual Return pursuant to the provisions of Section 134 (3) (a) of theCompanies Act 2013 is furnished in Annexure 3 (Form MGT 9) and is attached to thisReport.


The meeting of Independent Directors of the Company to evaluate the performance ofNon-Independent Directors Chairman & the Board as a whole for FY 2015-16 was held on30th March 2016. The evaluation based on various parameters was discussed by theIndependent Directors.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is annexed as Annexure-4 to this Report.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details of subsidiary joint venture or associate company.

2. Issue of equity shares with differential rights to dividend voting or otherwise.

3. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this financial statements relateand the date of this report.

4. No significant/material orders have been passed by any Regulator/Court /Tribunalwhich could impact the going concern status & future operations of the Company.

5. No change in nature of Business of the Company.


Your directors wish to place on record their deep appreciation of the dedication andcommitment of employees to the growth of your company during the year. Your directors alsoexpress their sincere gratitude to the customers bankers consultants Auditors and theshareholders for their continued patronage and cooperation.

By Order of the Board of Directors
For Oswal Minerals Limited
Date: 6th September 2016 Sripal Kumar Mohanlal
Place: Bengaluru Managing Director



Annexure No. Particulars
1. Secretarial Audit Report-MR-3
2. Related Party Transactions-AOC-2
3. Extract of Annual Return-MGT-9
4. Conservation of Energy technology absorption Foreign Exchange and outgo.





[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and

Remuneration Personnel) Rules 2014]


The Members

Oswal Minerals Limited

8/11 Police Station Road

Pallavaram Chennai – 600 043 Tamil Nadu India.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by OSWAL MINERALSLIMITED (L30006TN1996PLC035973) (here in after called the company). Secretarial Auditwas conducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the OSWAL MINERALS LIMITED books papers (excludingStatutory Registers) minute books forms and returns filed and other records maintainedby the company and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit I hereby report thatin my opinion the company has during the audit period covering the financial year endedon March 31 2016 complied with the statutory provisions listed hereunder and also thatthe Company has proper Board-processes and compliance-mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:

During the period under review the Company does not fall under the crit of complyingeria the Listing Regulations as there was voluntary exit from the Madras Stock ExchangeBangalore Stock Exchange and Hyderabad Stock Exchange. Further the company was not listedon any of the Stock Exchanges; however the company entered into a Listing Agreement withMetropolitan Stock Exchange on March 30 20 16 however approval for trading of securitieswas w.e.f July 27 2016.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Oswal Minerals Limited ("the Company") for the financialyear ended on March 31 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and therules made thereunder; (Not

Applicable to the Company during the Audit Period);

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;

(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 (Substantial Acquisition of Shares andTakeovers)

Regulations 2011; (Not Applicable to the Company during the Audit Period);

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(Not Applicable to the Company during the Audit Period);

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)

Regulations 2009; (Not Applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployeeStock Purchase Scheme) Guidelines 1999; (Not Applicable to the Company duringthe Audit Period);


(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not Applicable to the Company during the Audit Period); (f) TheSecurities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations 1993 regarding the Companies Act and dealing with client; (Not Applicableto the

Company during the Audit Period);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(Not Applicable to the Company during the Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not

Applicable to the Company during the Audit Period);

(vi) The Other Laws applicable to the Company are:


a) Air (Prevention and Control of Pollution) Act 1981;

b) The Environment (Protection) Act 1986;

c) Environment (Prevention of Pollution Control) Act 1986;


a) The Trade Marks Act 1999;


a) The Foreign Trade (Development and Regulation) Act 1992;

b) The Export and Import Policy of India;

c) Export (Quality Control and Inspection) Act 1963;

d) Import and Export (Control) Act 1957;

e) Mineral Conservation and Development Rules 1988;

f) Minerals and Mining Act 2006;

g) Mines and Mineral (Regulation and Development) Act 1957;

h) Competition Act 2002;


a) The Finance Act 1994 (Service Tax Law) and the rules made thereunder;

b) The Income Tax Act 1961 and the rules made thereunder;

c) The Customs Act 1962 and the rules made thereunder;

d) Central Excise Act 1944 and the rules made thereunder.


a) Factories Act 1948;

b) Employees' Provident Funds and Miscellaneous Provisions Act 1952;

c) Employees' State Insurance Act 1948;

d) The Minimum Wages Act 1948;

e) Payment of Wages Act 1936;

f) Payment of Bonus Act 1965;

g) Payment of Gratuity Act 1972;

h) Employment Exchanges Act 1959;

i) Industrial Disputes Act 1947;

j) Maternity Benefit Act 1961;

k) Workmen's Compensation Act 1923;

l) Trade Unions Act 1926;

m) Industrial Employment (Standing Orders) Act 1946;

n) Contract Labour (Regulation and Abolition) Act 1970;

VI. The Sexual harassment of Women at workplace (Prevention Prohibition and Redressal)Rules 2013

I have also examined compliance with the applicable clauses of the following: (i)Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreement entered into by the Company with Metropolitan Stock Exchangew.e.f March 30 2016 however the approval for trading of shares is effective from July27 2016;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

i. As per the information and explanations provided by the Management of the companythe Statutory Registers of the Company are misplaced for which the company has filed theComplaint with Pallavaram Police Station Chennai where the registered office of thecompany is situated.

ii. As per my observation th Articles of Association of the Company are not in linewith Table F and The Companies Act 2013.

iii. The Company has not registered under the various Labour Laws as applicable exceptregistration under the Karnataka Shops and Establishment Act 1961.

iv. As per my observation the Board Meeting co by nducted the company on June 30 2014is not reported in the Form MGT 7 and Boards Report filed for the Financial Year 2014- 15.

v. As per my observation multiple resolutions dates have been filed in a single formwhich has invalidated the filing of the other resolutions ap art from the date mentionedin the Form.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

I 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. On the basis of informationprovided I further report that during the audit period there were no 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

Note : This report is to be read with my letter of even date which is annexed as‘ANNEXURE A’ and forms an integral part of this report. ‘ANNEXUREA’

Place: Bengaluru Subhashini Ghantoji & Co.
Date: 0609 - -2016 Company Secretaries
Subhashini Ghantoji
ACS No.: 33743
C P No.: 12854



The Members

Oswal Minerals Limited

8/11 Police Station Road

Pallavaram Chennai – 600 043 Tamil Nadu India.

My 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. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes 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. I believe that the processes and practices followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required I 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. My examination was limited tothe verification of procedures 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.

Place: Bengaluru Subhashini Ghantoji & Co.
Date: 06-09-2016 Company Secretaries
Subhashini Ghantoji
ACS No.: 33743
C P No.: 12854

Annexure - 2

Form No. AOC 2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis:

SN Particulars Details
a. Name(s) of the related party and nature of
b. Nature of contracts/arrangements/transactions
c. Duration of the contracts/arrangements/transactions
d. Salient terms of the contracts or arrangements or transactions including the value if any
e. Justification for entering into such contracts or arrangements or transactions
f. date(s) of approval by the Board
g. Amount paid as advances if any: Date on which the special resolution was passed in
h. general meeting as required under first proviso to section 188.

2. Details of material contracts or arrangement or transactions at arm's length basis:

SN Particulars Details
a. Name(s) of the related party and nature of relationship Mr. Bharath Kumar ( Whole time director)
b. Nature of contracts/arrangements/transactions Rent
c. Duration of the contracts/arrangements/transactions 9 Years commencing from 01/04/2015.
d. Salient terms of the contracts or arrangements or transactions including the value if any Rent is Rs 344580/- P.M
e. Date(s) of approval by the Board if any: -
f. Amount paid as advances if any: Nil
SN Particulars Details
a. Name(s) of the related party and nature of relationship Mr. Vimal Kumar ( Directors' Brother)
b. Nature of contracts/arrangements/transactions Rent
Duration of the contracts/arrangements/transactions
c. 24 months commencing from 01/04/2014.
d. Salient terms of the contracts or arrangements or
Rent is Rs 32400/- P.M
transactions including the value if any
e. Date(s) of approval by the Board if any: -
f. Amount paid as advances if any: Nil