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Oswali Chemicals Ltd.

BSE: 506916 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Oswali Chemicals Ltd. (OSWALICHEMICALS) - Director Report

Company director report

OSWALI CHEMICALS LIMITED ANNUAL REPORT 2010-2011 DIRECTOR'S REPORT Your Directors present the Thirty first Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011. ACCOUNTS: As shareholders are aware, the company is endeavouring to settle the creditors to the extent permitted by its financial position. The Promoters, to whom the company owed Rs.6,49,08,191/- have agreed to waive the recovery of this entire amount, in view of the company's stringent financial position. The Directors express their deep sense of gratitude to them for their magnanimous gesture in this regard. The Company had been granted a Development Loan of Rs.13.25 lakhs by National Research Develo-invent Corporation (N.R.D.C.), New Delhi in 1986. As the company did not repay the loan, N.R.D.:. filed a case before the Additional District Judge, Tis Hazari, New Delhi, for recovery of the loan along with interest. The court pronounced its decree in November 2005 in favour of N.R.D.C., as per which the company has to pay Rs.53,59,201.25 to the latter. We have requested N.R.D.C. to accept a sum of Rs.30 lakhs in full settlement, and to waive the balance amount. Negotiations are going on in this regard. DIRECTOR'S RESPONSIBILITY STATEMENT: As required under Provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm: i. that in preparation of the annual accounts, the applicable accounting standards have been duly followed. ii. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and. fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period. 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. iv. that the Directors had not prepared the annual accounts on a going concern basis, as the company had stopped all its operations a long time ago. BOARD: Sri V. Sunder, Director, retires by rotation and is eligible for re- appointment. AUDITORS M/s. M. A. Narayan & Co., Char: gyred Accountants retire and are eligible for re-appointment having furnished a certificate of their eligibility for reappointment under Section 224 (1 B) of the Companies Act, 1956. AUDITOR'S REPORT: With regard to the remarks of Auditors on Note No.2, to the best knowledge of the Company, there is no contingent liability other than the one stated. PERSONNEL Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with relevant Rules, are not given as no employee was paid remuneration attracting these Provisions. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION Information in accordance with Section 217 (1) (a) of the Companies Act, 1956 read with relevant rules regarding Conservation of Energy and Technology Absorption is not given as the Company has not undertaken any manufacturing activity. By Order of the Board of Directors For OSWALI CHEMICALS LTD. Bangalore (V. SUNDAR) (V. MURALI) 6th August 2011 Director Director SECRETARIAL COMPLIANCE CERTIFICATE To The Members Oswali Chemicals Limited I have examined the registers, records, books and papers of M/s Oswali Chemicals Limited having its registered office at 'Vaidyanatha Vijayam', 1/8, Artillery Road, Ulsoor, Bangalore- 560008, Karnataka as required to be maintained under the Companies Act, 1956, (Hereinafter referred to as The Act), and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the Financial year ended on 31st March 2011. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents,, I certify that in respect of the aforesaid financial year: 1. The company has kept and maintained .all registers as stated in Annexure 'A to this certificate, as per the provisions of the Act, and the rules made there under and all entries therein have been duly recorded. 2. The company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under. 3. The Company being a public company has the minimum stipulated paid-up capital. 4. The Board of Directors of the company have duly met FOUR times respectively on 28th June 2010, 14th August 2010, 31 st December 2010 and 26th March 2011 during the financial year, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The company has passed Nine circular resolutions in the financial year which have been duly confirmed in the subsequent Board Meetings and recorded therein. 5. The company has closed its Register of Members from 25th September 2010 to 30th September 2010 (both days inclusive) pursuant to section 154 of the Act, during the financial year. 6. The Annual General Meeting for the financial year ended 31 st March 2010 was held on 30th September 2010 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for this purpose. 7. No Extra-ordinary General Meeting was held during the financial year. 8. The company has not advanced any loans to its directors or firms or companies referred to under Section 295 of the Act. 9. The company has not entered into any contracts attracting the provisions of section 297 of the Act during the financial year. 10. The Company has not issued any duplicate certificates during the financial year. 11. The company was not required to make any entries in the Register maintained under Section 301 of the Act as there is no contract entered into, by the company during the financial year in which any of its directors are interested. 12. The company has not made any appointments falling under the purview of Section 314 of the Act during the financial year. 13. The Company has a) Effected transfer/transmission of securities during the financial year in accordance with the Act and the certificates have been handed over to the transferees after endorsement within the statutory period. b) Not deposited any amount in a separate bank account since dividend was not declared during the Financial year. c) Not made any payment of dividend to the any shareholders since dividend was not declared during the financial year and there was no unclaimed/unpaid dividend during the year and hence, as such no amount was transferred to unclaimed/unpaid dividend account. d) Not transferred any amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund as these provisions are not applicable since there was no such amount required to be transferred. e) Duly complied with the requirements of Section 217 of the Act. 14. The Board of directors of the company is duly constituted and no appointment of directors, additional directors, alternate directors and directors to fill casual vacancies has been made during the year. 15. There was no appointment or re-appointment of Whole time director / Managing Director during the financial year and hence the Provisions of the Act regarding such appointments are not applicable. 16. The company has not appointed any sole selling agent during the financial year. 17. The company was not required to obtain any approval from the Central Government, Company Law Board, Regional Director, Registrar of Companies or such other authorities prescribed under various provisions of the Act during the financial year. 18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to provisions of Section 299 (3) of the Act and rules made there under. 19. The Company has not issued any shares/ securities during the financial year. 20. The Company has not bought back any shares during the financial year. 21. The Company has not redeemed any Debentures/preference Shares during the financial year. 22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Provisions of Section 58A and 58AA read with Companies (Acceptance of Deposits), Rules 1975, are not applicable as there is no unsecured loan attracting the said provisions, accepted by the company. 24. The Company has not made any borrowings and hence the provisions of Section 293 (1)(a) and 293 (1)(d) of the Act are not applicable. 25. The company has not made any loans, investments or given guarantees or provided any security to other bodies corporate, duly in compliance with the provisions of the section 372A of the Act regarding making of loans and investments or giving of guarantees or providing of security to other bodies corporate. 26. The company has not altered the provisions of the memorandum with respect to situation of the company's registered office from one state to another during the year under scrutiny. 27. The company has not altered the provisions of the memorandum with respect to objects of the company during the year under scrutiny. 28. The company has not altered the provisions of the memorandum with respect to name of the company during the year under scrutiny. 29. The company has not altered the provisions of the memorandum with respect to Share Capital of the company during the year under scrutiny. 30. The company has not altered its Articles of Association during the financial year. 31. There was no prosecution initiated against or show cause notices received by the. company, during the financial year for any offence under the Act. 32. The company has not received any money as security from its employees during the financial year. 33. The provisions of the Provident Fund Act are not applicable to the Company. 34. The Company is not functioning and is a defunct company since the year 1994. B.S. SRINIVAS (Company Secretary) C.P. No. 1224 No. 78/A, 1st Floor, Place: Bangalore 31st 'A' Cross, 7th Block, Date : 20-06-2011 Jayanagar, Bangalore-82. ANNEXURE-A Registers as maintained by the company 1. Register of Charges under Section 143, 2. Register of Members under Section 150 and index of Members under Section 151 3. Register of Transfers 4. Register of contracts in which directors are interested under Section 301 5. Register of Directors under Section 303 6. Register of Directors' Shareholdings under Section 307 7. Minutes Book of Meetings of directors 8. Minutes Book of General Meetings 9. Register of Directors' attendance 10. Register of Investments ANNEXURE B Forms and Returns as filed by the Company with Registrar of Companies, Regional Director, Company Law Board or other authorities during the financial year ended 31 st March 2011. 1. Balance Sheet and Profit and Loss Account as on 31-03-2010 in Form 23AC filed with Registrar of Companies on 21/10/2010. 2. Annual Return as on 30-09-2010 in Form 20B filed with the Registrar of Companies on 20/10/2010. 3. Secretarial Compliance Certificate for the year ended 31-03-2010 in Form 66 filed with Registrar of Companies on 20/10/2010.