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Oswal Green Tech Ltd.

BSE: 539290 Sector: Financials
NSE: BINDALAGRO ISIN Code: INE143A01010
BSE 13:31 | 18 Feb 13.20 -0.60
(-4.35%)
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13.25

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NSE 13:13 | 18 Feb 13.25 -0.10
(-0.75%)
OPEN

13.60

HIGH

13.60

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OPEN 13.25
PREVIOUS CLOSE 13.80
VOLUME 155
52-Week high 32.10
52-Week low 11.65
P/E 8.20
Mkt Cap.(Rs cr) 339
Buy Price 13.00
Buy Qty 10.00
Sell Price 13.35
Sell Qty 50.00
OPEN 13.25
CLOSE 13.80
VOLUME 155
52-Week high 32.10
52-Week low 11.65
P/E 8.20
Mkt Cap.(Rs cr) 339
Buy Price 13.00
Buy Qty 10.00
Sell Price 13.35
Sell Qty 50.00

Oswal Green Tech Ltd. (BINDALAGRO) - Director Report

Company director report

To

The Member

Oswal Greentech Limited

The Board of Directors presents the Company's 36th Annual Report togetherwith the Audited Financial Statements for the Financial Year ended March 31st2018.

FINANCIAL RESULTS

We share with you our 36th Annual Report together with the statement ofAudited Financial Statements for the year ended March 31st 2018. The Company'sperformance grouped in accordance with the new accounting standards Ind-AS (IndianAccounting Standards) is summarized below:

The summary of operating results for the year is given below:-

Particulars 2017-18 2016-17
Gross Profit before Depreciation and Tax 7265.99 3040.78
Depreciation 196.97 234.98
Profit before Tax 7069.02 2805.80
Tax 2745.40 (1866.11)
Profit/loss after taxation 4323.62 4671.91
Add : Balance brought forward of retained earnings 9326.71 4654.80
Balance in Profit & Loss Account 13650.33 9326.71

REVIEW OF OPERATIONS & FUTURE OUTLOOK

Financial Year 2017-18 was a good year for Oswal Greentech Limited. The Company'sgrowth is stable in comparison to previous year and the Company is continuously engaged inthe real estates and investing activities. The Company always adhere to achieve best inthe industry and try to optimize the cost and its efficiency level which translating intoincreasing profit margins of the Company. The company earned a profit before tax of Rs.70.69 Crores and profit after tax of Rs. 43.24 Crores as against a profit before tax ofRs. 28.06 Crores and profit after tax of Rs. 46.72 Crores in the previous year. Theincrease in the Profits before tax is due to exceptional expenditure item incurred during2016-2017. The Company's promoted Residential Complex project at Ludhiana is nearcompletion and the Company expects to hand it over to the purchasers/buyers positively bythe end of current year. Till date the Company has received positive response and expectsthe project to be a success. The Company has in possession of premium land parcel inLudhiana and is looking for development of residential/commercial projects there. TheCompany is also making efforts to explore various other locations for its real estatebusiness. During the year the Company has also received income from interest onInter-Corporate deposits (ICDs)investments. The future outlook remains positive andencouraging.

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 company subsidiary company- namely Oswal Engineering Limited at UAE has beenliquidated w.e.f. 28th February 2018.

Associate

The company associate company- namely M/s News Nation Network Private Limited was notan associate of the Company after 24th August 2016.

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

PUBLIC DEPOSITS

The Company has not accepted or renewed any deposits within the meaning of Section 73to 76 of Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

DIVIDEND

As a prudent economic measure and in-order to conserve the scarce liquid resources ofthe Company the Directors do not recommend any dividend for the period under review.

MATERIAL CHANGES

There are no material changes to report for.

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 35th Annual General Meeting held on 28thSeptember 2017 until the conclusion of 40th 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.

MATERIAL INFORMATION

On the demise of Mr. Abhey Kumar Oswal (erstwhile Chairman) on 29.03.2016 Mr. PankajOswal (eldest son) filed a suit in the Hon'ble Delhi High Court claiming his 1/4th sharein the family property including the property at Tilak Marg owned by the Company. In thisregard the Hon'ble High Court of Delhi passed an Interim order dated 8thFebruary 2017 imposing status quo on the Tilak Marg property which has been vacated videorder dated 14th May 2018.

Further One of the shareholder of Oswal Agro Mills Limited (OAML) who holds 0.03%shares of OAML has filed a petition u/s 241 242 read with 244 of the Companies Act 2013against OAML alleging acts of oppression and management before the NCLT Chandigarh. Inthis petition the Company has also been made a party by virtue of the Company being anassociate of OAML. However OAML has challenged this petition on grounds ofmaintainability and has considered it to be bad in law and not sustainable. It has alsorequested for the exclusion of the Company's name from the petition. The matters aresub-judice.

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 Engineering Limited (Subsidiary Company)

Oswal Engineering Limited was an offshore company based at UAE with limited liabilityregistered under the provisions of offshore Companies regulations of Jebel Ali Free Zoneof 2003. The main business of the Company was general trading and investment activities.The Subsidiary Company was not generated any revenue and did not make any contribution inthe profitability of the Company and thus your Board has decided to liquidate thesubsidiary vide its Board Meeting dated 14th April 2017 and thereafter allnecessary steps were taken in this regard. The subsidiary was liquidated during the yearw.e.f. 28th February 2018.

Further there was no Associate or Joint-venture of the Company during the financialyear 2017-18.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to provisions of Section 204 of the Companies Act 2013 read with rules M/sCT & Company Company Secretaries New Delhi were appointed as the SecretarialAuditors of the Company for the Financial Year 2017-18. The copy of Secretarial AuditReport is annexed to the Board Report as an Annexure-I.

There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2017-18 whichcall for any explanation from the Board 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.

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

The extract of Annual Return as on March 31 2018 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is attached herewith as ‘Annexure-II' tothis Report. The Company has also displayed this extract on its website onwww.oswalgreens.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Shri Anil Bhalla (DIN: 00988524) director of the Company who retires byrotation and being eligible offers himself for re-appointment.

Shri Anand Agrawal was appointed as Additional director on the Board of the Companyw.e.f. 25th April 2018.

As required under Regulation 36 of Listing Regulations the requisite information ofShri Anil Bhalla and Shri Anand Agrawal inter alia in the nature of their brief resumesnature of expertise companies in which they holds Directorship/memberships of BoardCommittees their shareholdings in the Company etc. are furnished in the explanatorystatement to the notice of the ensuing AGM.

The Board of Directors recommends their re-appointment at the ensuing AGM.

During the year Shri Sumit Kumar Dutt Non-Executive Independent Director of theCompany has resigned from the post of his directorship w.e.f. 10th November2017 and Shri Atul Kulshrestha Non-Executive Non-Independent Director of the Company hasalso resigned from the post of his directorship w.e.f. 15th January 2018.

Shri Vipan Kaushal Non-Executive Independent Director of the Company has resigned fromthe post of his directorship w.e.f. 14th April 2018. Details of the proposalfor the above Director is mentioned in the Explanatory Statement under section 102 of theCompanies Act 2013 of the Notice of the ensuing Annual General 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 meets the criteria of independence laid down inSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of Listing Regulations.

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 the Directors' Responsibility Statementthe Directors confirm: a) that in preparation of the annual accounts the applicableaccounting standards had been followed and no material departures have been made from thesame; b) that they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at the end of the financial year and of theprofit of the Company for that period; c) that they had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) that they had prepared the annual accounts ona going concern basis; e) that they had laid down the internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and f) that they had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating 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 Composition of the Audit Committee is in compliance with the provisions of Section177 of the Act and Regulation 18 of the Listing Regulations. The audit Committee has met 4times and reviewed the financial statements for each quarter/ financial year ended31.03.2018 and has not given any adverse observations.

All recommendations of Audit Committee were accepted by the Board of Directors.

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.

DISCLOSURE ON VIGIL MECHANISM

The Company has established a vigil mechanism through which Directors employees andbusiness associates may report unethical behavior malpractices wrongful conduct fraudviolation of Company's code of conduct without fear of reprisal. All Directors employeesbusiness associates have direct access to the Chairman of the Audit committee.

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 forming partof the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance is the system of rules practices and processes through whichobjectives of a corporate entity are set and pursued in the context of the socialregulatory and market environment.

Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has a strong legacy of fair transparent and ethicalgovernance practices. The Company is in compliance with the requirements stipulated underRegulations 17 to 27 read with Schedule V and clauses (b) to of sub-regulation (2) ofregulation 46 of Listing Regulations as applicable with regard to Corporate Governance.

A certificate from Auditors of the Company regarding compliance of the conditions ofCorporate Governance as stipulated under Schedule V of the Listing Regulations isattached to the Corporate Governance Report.

DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013'

The Company has zero tolerance for sexual harassment at workplace. It has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of the ‘The Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013' and the Rules made thereunder for prevention andRedressal of complaints of sexual harassment at work place. The Company believes inproviding equal opportunities and key positions to women professionals. The Company hasendeavored to encourage women professionals by creating proper policies to tackle issuesrelating to safe and proper working conditions and create and maintain a healthy andconducive work environment that is free from discrimination. An Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment. TheCompany affirms that during the year under review no cases were filed under the said Actby any of its woman employee before the Internal Complaints Committee.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said rules is furnished inAnnexure-III and is attached to this report.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met six 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. 43 to the financial statement.Particulars of investment made are provided under Note No. 5 6 and 13 to the financialstatement provided in this Annual Report. The Company has not given any guarantee orsecurity in connection with a loan to any other body corporate or person.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY REFERRED TO IN SUB-SECTION 1OF SECTION 188

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a policy on Related Party Transaction. The policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and related parties.

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 that are required to be reported in Form AOC-2 areenclosed 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. 41 to theStandalone Financial Statement.

PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS ANDOUT GO

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 the foreign exchange earnings were Nil (previous year Nil) and foreignexchange outgo was Rs.0.51 Lacs (previous year Rs. 2.52 Lacs).

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 there under.

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 Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. Our risk management framework is designed tobe simple consistent and clear for managing and reporting risks from the Group'sbusinesses to the Board. Our management systems organizational structures processesstandards and code of conduct together form the system of internal controls that governhow we conduct business and manage associated risks. We have a multi-layered riskmanagement framework to effectively mitigate the various risks which our businesses areexposed to in the course of their operations.

Major risks identified by businesses and functions are systematically addressed throughmitigating actions. Risk officers have also been formally nominated at operatingbusinesses as well as at Group level to develop the risk-management culture within thebusinesses.

Our Risk Management Framework is designed to help the organization meet its objectivesthrough alignment of operating controls with the Company's mission and vision.

In the opinion of the Board there has been no identification of elements of risk thatmay threaten the existence of the Company.

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

The Company is committed to conduct its business in a socially responsible ethical andenvironment friendly manner and to continuously work towards improving quality of life ofthe communities in its operational areas.

The Company complies with Section 135 of the Act and the approach is focused onlong-term programmes aligned with community needs. The Company has in place a CSR policyin line with Schedule VII of the Companies Act 2013. As per the policy the CSR activitiesare focused not just around the offices of the Company but also in other geographiesbased on the needs of the communities. The main-focus areas where CSR programmes ofOswal's run are:

1. Eradicating hunger poverty and malnutrition.

2. Promoting Health care including preventive health care.

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 average 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 is attached tothis report.

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.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors. The framework is monitored reviewed and updated by the Board inconsultation with the Nomination and Remuneration Committee based on need and newcompliance requirements.

The annual performance evaluation of the Board its Committees and each Director hasbeen carried out for the financial year 2017-18 in accordance with the framework. Thedetails of evaluation process of the Board its Committees and individual Directorsincluding Independent Directors have been provided under the Corporate Governance Reportwhich forms part of this Report. A separate meeting of Independent Directors was held onFebruary 13th 2018 without the presence of Non-Independent Directors and themembers of management and discussed inter-alia the performance of Non-IndependentDirectors and Board as a whole and the performance of the Chairperson of the Company aftertaking into consideration the views of Executive and Non-Executive Directors. Theperformance evaluation of all the Independent Directors have been done by the entireBoard excluding the Director being evaluated. On the basis of performance evaluation doneby the Board it shall be determined whether to extend or continue their term ofappointment whenever the respective term expires. The Directors expressed theirsatisfaction with the evaluation process.

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 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.

Independence of the audit and compliance is ensured by direct reporting of InternalAuditors to the Audit Committee of the Board.

During the year the consultants were engaged for providing assistance in improvisingIFC framework including preparation of Management Risk Control Matrix for variousprocesses and deployment of Self-Assessment Tool.

OGL has aligned its current systems of internal financial control with the requirementof Companies Act 2013 on lines of globally accepted risk based framework as issued bythe committee of sponsoring organizations (COSO) of the treadway commission. The InternalControl – Integrated Framework (the 2013 framework) is intended to increasetransparency and accountability in an organization's process of designing and implementinga system of internal control. The framework requires a company to identify and analyserisks and manage appropriate responses. The Company has successfully laid down theframework and ensured its effectiveness.

OGL's internal controls are commensurate with its size and the nature of itsoperations. These have been designed to provide reasonable assurance with regard torecording and providing reliable financial and operational information complying withapplicable statutes safeguarding assets from unauthorized use executing transactionswith proper authorization and ensuring compliance of corporate policies. OGL has a well-defined delegation of power with authority limits for approving revenue as well asexpenditure.

Processes for formulating and reviewing annual and long-term business plans have beenlaid down.

Our management assessed the effectiveness of the Company's internal control overfinancial reporting (as defined in Regulation 17 of Listing Regulations) as of March 31st2018. The assessment involved self-review peer review and external audit.

M/s. Agarwal & Dhandhania the statutory auditors of OGL has audited the financialstatements included in this annual report and has issued an attestation report on ourinternal control over financial reporting (as defined in section 143 of Companies Act2013).

OGL has appointed T R Chadha & Co LLP Chartered Accountants New Delhi to overseeand carry out internal audit of its activities. The audit is based on an internal auditplan which is reviewed each year in consultation with the statutory auditors (Agarwal& Dhandhania) and the audit committee. In line with international practice theconduct of internal audit is oriented towards the review of internal controls and risks inits operations such as accounting and finance procurement employee engagement travelinsurance IT processes etc.

Suggestions for improvement are considered and the audit committee follows up oncorrective action. The audit committee also meets OGL statutory auditors to ascertaininter-alia their views on the adequacy of internal control systems and keeps the board ofdirectors informed of its major observations periodically.

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 reports submitted by themanagement and audit reports submitted by internal auditors and statutory auditors.Suggestions for improvement are considered and the audit Committee follows up oncorrective action. The audit Committee also meets statutory auditors to ascertain interalia their views on the adequacy of internal control systems and keeps the Board ofDirectors informed of its major observations periodically.

The Company has a comprehensive risk management framework. The Company has in place awell-defined Whistle Blower Policy/Vigil Mechanism. Compliance of secretarial functions isensured by way of secretarial audit.

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.

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 Managing Director in terms ofListing

Regulations on the compliance declarations received from Independent DirectorsNon-executive Directors and Senior Management.

HUMAN RELATIONS

Human resources play a significant role in your Company's growth strategy. Your Companyemphasized on talent nurturing retention and engaging in a constructive relationship withemployees with a focus on productivity and efficiency and underlining safe workingpractices. The Board of Directors would like to take this opportunity to place on recordits appreciation for the committed services and contributions made by the employees of theCompany during the year.

LISTING/DELISTING OF SHARES

Presently the Company's equity shares are listed on the following Stock Exchanges:

• The National Stock Exchange of India Ltd. Mumbai

• The Bombay Stock Exchange Mumbai

• The Calcutta Stock Exchange Association Ltd. Kolkata

• The Ahmedabad Stock Exchange. Ahmedabad

The Applications for delisting of shares are pending with Calcutta Stock Exchange andAhmedabad Stock Exchange. The equity shares of the Company listed with National StockExchange of India Ltd. and Bombay Stock Exchange Mumbai. Listing Fee for the year 2018-19has been paid to the National Stock Exchange of India Ltd. and Bombay Stock ExchangeMumbai. Annual Custody Fees for the year 2018-19 has been paid to the National SecuritiesDepository Limited Mumbai and Central Depository Services Limited Mumbai.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance cooperation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorscustomers business associates and employees in ensuring an excellent operationalperformance of organization.

For & on behalf of the Board
Oswal Greentech Limited
Aruna Oswal
Place: New Delhi Chairperson
Date: 16.08.2018 DIN: 00988524