You are here » Home » Companies » Company Overview » Oswal Agro Mills Ltd

Oswal Agro Mills Ltd.

BSE: 500317 Sector: Financials
NSE: OSWALAGRO ISIN Code: INE142A01012
BSE 00:00 | 15 Feb 7.02 -0.04
(-0.57%)
OPEN

7.50

HIGH

7.50

LOW

6.56

NSE 00:00 | 15 Feb 6.90 -0.10
(-1.43%)
OPEN

8.00

HIGH

8.00

LOW

6.65

OPEN 7.50
PREVIOUS CLOSE 7.06
VOLUME 4388
52-Week high 14.49
52-Week low 6.25
P/E 6.44
Mkt Cap.(Rs cr) 94
Buy Price 6.50
Buy Qty 10.00
Sell Price 7.20
Sell Qty 99.00
OPEN 7.50
CLOSE 7.06
VOLUME 4388
52-Week high 14.49
52-Week low 6.25
P/E 6.44
Mkt Cap.(Rs cr) 94
Buy Price 6.50
Buy Qty 10.00
Sell Price 7.20
Sell Qty 99.00

Oswal Agro Mills Ltd. (OSWALAGRO) - Director Report

Company director report

To

The Members

Oswal Agro Mills Limited

Your Company's Directors are pleased to present the 38th Annual Report ofthe Company along with Audited Accounts for the financial year ended 31stMarch 2018.

FINANCIAL HIGHLIGHTS

We share with you our 38th Annual Report together with the Audited Financial statementsfor the year ended March 31st 2018. The Company's performance grouped inaccordance with the new accounting standards Ind-AS (Indian Accounting Standards) issummarized below:

(Rs. in thousands)
PARTICULARS Current Year 31.03.2018 Previous Year 31.03.2017
Operating & other Income 421584.43 322891.17
Profit/(Loss) before Depreciation & Tax 100790.48 (41719.72)
Less : Depreciation 1880.41 1846.28
: Tax Expense including Deferred Tax (29947.85) 38470.61
Profit/(Loss) after Depreciation & Tax 128857.92 (82036.61)
Add: Balance brought forward from Previous year (536129.26) (454092.65)
Balance carried to Balance Sheet (407271.34) (536129.26)

REVIEW OF OPERATIONS & FUTURE OUTLOOK

Financial Year 2017-18 was a good year for Oswal Agro Mills Limited. We achieved ourgrowth targets and increased overall turnover of the company. The Company alwaysadhere to achieve best in the industry and try to optimize the cost and its efficiencylevel which translating into profit margins. Here's the performance highlights of theCompany:

• Revenue strengthened 44.30% from INR 155001.00 thousand in 2016-17 to INR223665.00 thousand in 2017-18.

• Profit before exceptional items & tax grew 1.97% from INR 96996.00 thousandin 2016-17 to INR 98910.07 thousand in 2017-18.

• As compared to previous the PAT is positive i.e. INR (82036.61) thousand in2016-17 to INR 128857.92 thousand in 2017-18.

• EPS improved from INR -0.61 per share in 2016-17 to INR 0.96 per share in2017-18.

The Company has in possession of premium land parcel in Chembur Mumbai and is lookingfor alternatives to use the land in best possible manner. The Company is also makingefforts to explore various other locations for its real estate business.

The Company is also continuing the business of investments and the future outlook looksbright.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of any business activity of theCompany.

SUBSIDIARY COMPANY AND ASSOCIATES

SUBSIDIARY

The subsidiary company - namely M/s ‘Oswal Overseas Ltd.' at UAE has beenliquidated w.e.f. 28th February 2018.

ASSOCIATE

The company has one associate company namely M/s Oswal Greentech Ltd. Our earlierAssociate Company viz. M/s News Nation Network Private Limited was not an associate ofthe Company w.e.f. 24th August 2016.

The Accounting of Subsidiary Company is done in consolidated financial statements inaccordance with the relevant accounting standards.

DIVIDEND

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.

PUBLIC DEPOSITS

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.

MATERIAL CHANGES

There are no material changes to report for.

MATERIAL INFORMATION

Mr. Pankaj Oswal (Eldest Son of erstwhile Chairman Mr. Abhey Kumar Oswal) one of theShareholder of the Company has filed a petition under Section 241 242 read with Section244 of the Companies Act 2013 against the Company seeking relief against various acts ofoppression and mismanagement before the NCLT Chandigarh which is subjudice. However thecompany is challenging this petition on the grounds of its maintainability and consideredit to be bad in law and not sustainable.

ACHIEVEMENTS

The Board wishes to inform the Shareholders that our Hon'ble Chairperson Smt. ArunaOswal has been honoured with Honorary Doctorate Degree of APAMALL from University ofWisconsin Madison (USA). APAMALL stands for Asia Pacific Association of MultimediaAssisted Language Learning.

REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Oswal Overseas Limited (Subsidiary Company)

Oswal Overseas Limited was an offshore company based at UAE with limited liabilityregistered on 24 July 2006 under the provisions of offshore Companies regulations ofJebel Ali Free Zone of 2003 to carry out the business of general trading of commoditiesand investment activities. However since incorporation no actual trading could beexecuted as intended in spite of repeated attempts. Further Oswal Overseas Ltd. has beennon-profitable and has not generated any revenue as it has not carried out any commercialactivities. Your Board has decided to liquidate the subsidiary vide its Board Meetingdated 14th April 2017 and thereafter all necessary steps were taken in thisregard. The subsidiary was liquidated during the year w.e.f. 28th February2018.

Oswal Greentech Limited (Associate Company)

Oswal Greentech Limited is a listed company incorporated and domiciled in India and hasits principal place of business at 7th Floor Antriksh Bhawan 22 KasturbaGandhi Marg New Delhi- 110001. Its shares are listed on Bombay Stock Exchange (BSE) andNational Stock Exchange (NSE). The principal business of the associate company is tradingand development of real estate projects. Further the associate company also invests itssurplus funds as interest bearing inter-corporate deposits. During the year the associateCompany has recorded total revenue of 10333.37 Lakhs and profit after tax of Rs. 4323.62Lakhs.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s. Agarwal& Dhandhania Chartered Accountants (Firm Registration No.125756W) were appointed asStatutory Auditors of the Company for a term of five consecutive years to hold officefrom the conclusion of the 37th Annual General Meeting held on 28thSeptember 2017 until the conclusion of 42nd Annual General Meeting of theCompany to be held in the calendar year 2022 subject to annual ratification by members atevery Annual General Meeting on such remuneration as may be decided by the AuditCommittee of the Board. However as per the Companies Amendment Act 2017 the requirementof annual ratification has been omitted. Accordingly the ratification of theirappointment shall not be placed before the shareholders in the ensuing Annual GeneralMeeting.

Pursuant to Section 139 and 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received certificate from the Auditors to theeffect inter-alia that their appointment would be within the limits laid down by theAct shall be as per the term provided under the Act that they are not disqualified forsuch appointment under the provisions of applicable laws and also that there are nopending proceedings against them or any of their partners with respect to professionalmatters of conduct.

The Auditors have also confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and holds a validcertificate issued by the Peer Review Board of the ICAI.

REPORT OF STATUTORY AUDITORS

M/s Agarwal & Dhandhania Chartered Accountants have submitted their Report on theFinancial Statements of the Company for the FY 2017-18 which forms part of the AnnualReport 2017-18. There are no observations (including any qualification reservationadverse remark or disclaimer) of the Auditors in their Audit Reports that may call for anyexplanation from the Directors. Further the notes to accounts referred to in theAuditor`s Report are self-explanatory.

SECRETARIAL AUDITORS AND THEIR REPORT

Section 204 of the Companies act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.

The Board appointed M/s CT & Company Company Secretaries as Secretarial Auditor toconduct Secretarial Audit of the Company for the Financial Year 2017-2018 and their reportis annexed to this report as Annexure-I. There are no qualifications/ observations/reservations/ adverse remarks in the said report which call for any explanation from theBoard of Directors.

M/s CT & Company Company Secretaries have been re-appointed to conduct thesecretarial audit of the Company for the financial year 2018-19. They have confirmed thatthey are eligible for the said appointment.

INTERNAL AUDITORS

M/s R Arora & Associates Chartered Accountants New Delhi who were the InternalAuditors of the Company has resigned from their post of Internal Auditors and they ceasedto be the internal auditors w.e.f. 30th September 2017. Thereafter M/s T RChadha & Co LLP Chartered Accountants New Delhi were appointed as Internal Auditorsof the Company w.e.f. 1st October 2017.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the audit Committee or to the board of directors under section143(12) of the companies act 2013 including rules made thereunder.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT &REMUNERATION) RULES 2014

The details forming part of the extract of the Annual Return in Form MGT-9 as per therequirements of Companies Act 2013 and Rules thereto are annexed to this report asAnnexure-II. The Company has also displays this extract on its website onwww.oswalagromills.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Dr. Aruna Oswal (DIN: 00988524) director of the Company who retires by rotationand being eligible offers herself for re-appointment. The Board of Directors recommendsher re-appointment.

As required under Regulation 36 of Listing Regulations the requisite information ofDr. Aruna Oswal Shri Ramesh Kumar Khanna and Shri Mohinder Pal Singh inter alia in thenature of brief resume nature of expertise companies in which they holdsDirectorship/memberships of Board Committees shareholding in the Company forms part ofthe Notice of the Annual General Meeting.

Shri Harnish Bindra (DIN: 07112509) Independent Director of the Company has tenderedhis resignation dated 1st May 2018 to the Company and same was acknowledgedand further taken on record by the Board of Directors w.e.f. 1st May 2018 inits Board Meeting held on 15th May 2018. The Board has placed on record thecontribution made by Shri Harnish Bindra to the Company during his tenure.

Shri Vikram (DIN: 07555192) Independent Director of the Company tendered hisresignation dated 15th June 2018 to the Company and same was acknowledged andfurther taken on record by the Board of Directors w.e.f. 15th June 2018 inits Board Meeting held on 6th July 2018. The Board has placed on record thecontribution made by Shri Vikram to the Company during his tenure.

Shri Pulkit Gupta (DIN: 07026809) was appointed on the Board of the Company asadditional director w.e.f 15th May 2018 and due to his pre-occupations he hasplaced his resignation dated 20th June 2018 to the Company and same wasacknowledged and further taken on record by the Board of Directors w.e.f. 20thJune 2018 in its Board Meeting held on 6th July 2018.

Details of the proposal for the above Director is mentioned in the ExplanatoryStatement under section 102 of the Companies Act 2013 of the Notice of the ensuing AnnualGeneral Meeting of the Company.

During the year there was no change (appointment or cessation) in the office of KMP.

DECLARATION ON INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director u/s149(7) of the Companies Act 2013 that he/she meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of ListingRegulations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 sub-section 3(c) and sub-section (5) ofthe Companies Act 2013 with respect to Directors' Responsibility Statement it is herebystates and confirms:-

i. that in preparation of the annual accounts the applicable accounting standards hadbeen followed and no material departures have been made from the same;

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 loss 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 had 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.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2017-18.

AUDIT COMMITTEE

The primary objective of the Committee is to monitor and provide effective supervisionof the Management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting. The audit committee has met 4 times during the year the details of which aregiven in the Corporate Governance Report. All recommendations of Audit Committee wereaccepted by the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of Listing Regulations is presented in a separate section formingpart of the Annual Report.

CORPORATE GOVERNANCE

The Company constantly endeavors to follow the corporate governance guidelines and bestpractices sincerely and disclose the same transparently. The Board is conscious of itsinherent responsibility to disclose timely and accurate information regarding theCompany's operations performance material corporate events as well as on the leadershipand governance matters relating to the Company.

A report on corporate governance along with a certificate of compliance from theauditors forms part of this report.

REVOCATION OF SUSPENSION OF TRADING ON NATIONAL STOCK EXCHANGE

The Shares of the Company are listed on National Stock Exchange (NSE) and Bombay StockExchange (BSE) and are compulsorily traded in dematerialization form. The entire ShareCapital of the Company is listed on Bombay Stock Exchange and listing of 37500000Shares of the Company was pending on NSE.

Further the trading in shares of the Company was suspended on NSE. The Company wasmaking its best efforts to revoke the suspension of such trading since few years andduring the year the Company was successful in getting the revocation of suspension ofshares trading on NSE w.e.f. 1st February 2018 and now the entire ShareCapital of the Company including aforesaid 37500000 Shares are listed on NSE. Sinceonwards shares of the Company are traded on both nationwide stock exchanges.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 disclosures pertaining to remuneration and other details asrequired is furnished in Annexure-III and is attached to this report. Further there wasno employee of the Company drawing remuneration in excess of the limits prescribed u/s 197of Companies Act 2013 read with rules made thereunder during the financial year.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the Financial Year the details of which are given inthe Corporate Governance Report forming part of the 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. 40 to the standalone financialstatement. Particulars of investment made are provided under Note No. 5 6 and 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

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis.

During the year the company has not entered into any contract or arrangement withrelated parties which could be considered ‘material' (i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementsentered into individually or taken together with previous transactions during thefinancial year) according to the policy of the Company on materiality of Related PartyTransactions. Accordingly transactions those are required to be reported in Form AOC-2are enclosed as Annexure-IV.

A detailed report on contract & arrangement made during the financial year 2017-18being arm's length transaction have been reported and annexed as Note No. 38 to theStandalone Financial Statement.

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).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no orders passed by any authority impacting the going concern status andcompany`s operations in future.

POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a Director and the policy on remuneration ofDirectors KMP and other employees is attached as Annexure-V respectively which formspart of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Board of Directors of the Company have Risk Management Policy and Guidelines toavoid events situations or circumstances which may lead to negative consequences on theCompany's businesses and has defined a structured approach to manage uncertainty and tomake use of these in their decision making pertaining to all business divisions andcorporate functions. Key business risks and their mitigation are considered in theannual/strategic business plans and in periodic management reviews. At present there is noidentifiable risk which in the opinion of the Board may threaten the existence of theCompany.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITIES (CSR)INITIATIVES

The role of CSR Committee is as under:-

(a) Formulate and recommend to the Board a CSR Policy which shall indicate theactivities to be undertaken by the Company in compliance with the Companies Act 2013 andrules thereunder.

(b) Recommend the amount of expenditure to be incurred on the activities as above

(c) Monitor the CSR Policy of the Company from time to time.

The Company has in place a CSR policy in line with Schedule VII of the Companies Act2013. As per the policy the CSR activities are focused not just around the offices of theCompany but also in other geographies based on the needs of the communities. The mainfocus areas where CSR programmes of Oswal's run are:

1. Eradicating hunger poverty and malnutrition.

2. To support the medical treatment of cancer patients through Mohan Dai Oswal CancerHospital.

3. To provide residential houses to the weaker section of society.

4. To promote education among children and livelihood enhancement projects.

In view of absence of net profits of the Company calculated as per statutoryrequirements no expenditure was incurred on CSR activities by the company during theyear.

The annual report on CSR activities is furnished in Annexure-VI which forms part ofthis report.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and relevant Regulations ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out the annual performance evaluation of its ownperformance and other Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairperson of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment.

Performance evaluation of independent directors was done by the entire board excludingthe independent directors.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairperson wasreviewed and evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Board of Directors of the Company is responsible for ensuring that InternalFinancial controls have been laid down in the Company and that such controls are adequateand operating effectively.

The foundation of Internal Financial Controls ('IFC') lies in the Oswal Code of Conduct('OCOC') policies and procedures adopted by the Management corporate strategies annualbusiness planning process management reviews and the risk management framework.

The Company has a well-placed proper and adequate IFC system which ensures that allassets are safeguarded and protected and that the transactions are authorized recordedand reported correctly. The Internal Auditors independently evaluate the adequacy ofinternal controls and concurrently audit the majority of the transactions in value terms.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the company. Based on the report of theinternal audit function process owners undertake corrective action(s) in their respectivearea(s) and thereby strengthen the controls. During the year the independent consultantshave also been engaged for providing assistance in improvising IFC framework includingpreparation of Management Risk Control Matrix for various processes and deployment of SelfAssessment Tool.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl system in the Company which should be adequate and shall operate effectively. Rule8(5)(viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacyof Internal Financial Controls with reference to the financial statements to be disclosedin the Board`s report.

The internal financial controls were in operation during the reporting period fromApril 1st 2017 to March 31st 2018. Our management assessed theeffectiveness of the Company's internal control over financial reporting as of March 31st2018.

M/s Agarwal & Dhandhania Chartered Accountants audited the internal financialcontrols w.r.t. financial statements and expressed their unmodified opinion for the yearended 31st March 2018.

The audit committee reviews the reports submitted by the Internal Auditors in each ofits meeting. Also the audit committee at frequent intervals has independent sessions withthe statutory auditor and the Management to discuss the adequacy and effectiveness of IFC.

Based on its evaluation as defined in Section 177 of Companies Act 2013 and Regulation18 of Listing Regulations our audit committee has concluded that as of March 31st2018 our internal financial controls were adequate and operating effectively.

SECRETARIAL STANDARDS

During the year the Company has complied with the provisions of Secretarial Standardsissued by the Institute of Company Secretaries of India to the extent applicable to theCompany.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behavior.

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. which has been uploaded on the Company's website at the following link :http://www.oswalagromills.com/policy/VIGIL_MECHANISM_POLICY.pdf

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. During the yearunder review no employee was denied access to the Chairman of the Audit Committee.

CODE OF CONDUCT

The members of the Board and senior management personnel have affirmed the compliancewith Code applicable to them during the year ended March 31st 2018. The annualreport of the Company contains a certificate by the CEO and Whole Time Director in termsof Listing Regulations on the compliance declarations received from Independent DirectorsNon-executive Directors and Senior Management.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at its workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

HUMAN RELATIONS

The Board of Directors would like to take this opportunity to place on record itsappreciation for the committed services and contributions made by the employees of theCompany during the year.

LISTING

Your Company's equity shares are listed at- Bombay Stock Exchange Ltd. (BSE) NationalStock Exchanges of India Ltd (NSE) Delhi Stock Exchange Ltd (DSE) Calcutta StockExchange 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 CSE asall these stock exchanges have no operations.

The Equity Shares of the Company are frequently traded on Bombay Stock Exchange. Thetrading of Equity Shares of the Company was suspended on National Stock Exchange. Duringthe reporting year suspension of shares of the Company has been revoked and the tradingin equity shares of the Company has also been started on National Stock Exchange of Indiaw.e.f. 1st February 2018.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. Your Directors also take this opportunity tothank all Shareholders Clients Vendors Banks Government and Regulatory Authorities andStock Exchanges for their continued support.

By Order of the Board
For Oswal Agro Mills Limited
Place : New Delhi Aruna Oswal
Dated : 16.08.2018 Chairperson
DIN: 00988524

Annexure-III Details under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Sub- Rules Particulars
(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. a) Shri Bhola Nath Gupta Chief Executive Officer & Whole Time Director 6.64:1
(ii) The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary in the financial year. a) Shri Bhola Nath Gupta Chief Executive Officer & Whole Time Director 26.10%
b) Shri Parveen Chopra Chief Financial Officer 58.71%
c) Mr. Gopal Company Secretary 52.60%
(iii) The percentage increase in the median remuneration of employees in the financial year. 389.45%
(iv) The number of permanent employees on the rolls of the Company. 21
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average % managerial increase has been 45.80% while for others it is about 45.36%. This is based on Remuneration policy of the Company that rewards people differentially based on their contribution to the success of the Company and also ensures that external market competitiveness and internal relativities are taken care of.

(xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy ofthe Company.

Particulars of Employees

Sl. No. Name Designation Age (Yrs) Qualifi- cation Remuneration (Rs. in Lakhs) Date of Commencement of Current Employment Experience (Yrs) Last Employment Held & Designation
1 Bhola Nath Gupta CEO & Whole Time Director 68 B. Sc. Agril. Engg. MBA 25.03 01.04.2014 44 GM (Com.) Oswal Greentech Limited
2 Mahesh C Raval Manager Accounts 60 C A (Inter) B. Com 19.67 01.01.2017 34 Accounts Manager Oswal Greentech Limited
3 Parveen Chopra CFO 59 B. Com 15.81 01.04.2014 37 Accounts Manager Oswal Greentech Limited
4 T R Jawaharlal* Officer on Special Duty 54 B.Com (HR) 14.45 01.06.2017 37 Officer on Special Duty Oswal Greentech Limited
5 Gopal Company Secretary 24 CS B. Com 2.97 13.09.2016 03 Apprentice RD & Associates Company Secretaries
6 Muktilal Bhurtal Sr. Assistant 57 Inter 7.75 01.01.2017 35 Sr. Assistant Oswal Greentech Limited
7 Vir Bahadur Singh Supervisor 52 Inter 6.20 01.01.2017 25 Supervisor Oswal Greentech Limited
8 Noch Bahadur Mathara Assistant 54 Inter 4.33 01.01.2017 27 Assistant Oswal Greentech Limited
9 Vishnu Bhanudas Khulkhule Sr. Accountant 36 B. Com 4.21 01.01.2017 12 Sr. Accountant Oswal Greentech Limited
10 Harish K Kotiyan Sr. Supervisor 60 Inter 4.00 01.01.2017 32 Sr. Supervisor Oswal Greentech Limited

Notes:

• Remuneration as shown above includes salary allowances medical reimbursementleave travel assistance company contribution to provident fund & monetary value ofperquisites.

• Appointment of Shri Bhola Nath Gupta is on contractual basis only.

• *Remuneration provided for the part of year.

Annexure-IV 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 lengthbasis

There was no contract or arrangements entered during the year under considerationwhich were not at arms' length basis

2. Details of material contracts or arrangement or transactions at arm's lengthbasis

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board if any: Value of Contacts/ arrangements/ transactions: Date on which the Special Resolution was passed in General Meeting as required under first proviso to section 188
Oswal Greentech Limited (Group Company) Office Rent and Maintenance paid 6 years Lease agreement for using the premises of group Company Mutual contract or arrangement between two same group Companies 12.02.2016 930.00 Thousand NA

 

For and on behalf of Board
Oswal Agro Mills Limited
Aruna Oswal
Place : New Delhi Chairperson
Dated : 16.08.2018 DIN: 00988524