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Oswal Minerals Ltd.

BSE: 522299 Sector: Metals & Mining
NSE: OSWALMIN ISIN Code: INE469B01017
BSE 05:30 | 01 Jan Oswal Minerals Ltd
NSE 05:30 | 01 Jan Oswal Minerals Ltd

Oswal Minerals Ltd. (OSWALMIN) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting before you the 22nd Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2018.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)
Particulars 2017-2018 2016-2017
Revenue from Operations 102031.63 82870.94
Other Income 187.33 82.36
Total Income 102218.96 82953.30
Less: Expenditure 100619.49 81470.90
Profit before Finance costs Depreciation and Amortization and Tax 1599.47 1482.29
Less: Finance Cost 1064.45 1006.81
Depreciation & Amortization 34.93 34.72
Profit before Tax 500.08 440.88
Less: Current Tax 102.61 89.87
Mat credit entitlement (59.51) (89.87)
Deferred Tax (2.56) (3.05)
Profit for the period 459.55 443.94
Earnings Per Share
Basic 6.09 5.87
Diluted 6.09 5.87

2. OPERATION & PERFORMANCE

The Company has adopted Indian Accounting Standard (referred to as 'Ind AS') witheffect from April 01 2017 and accordingly these financial results along with thecomparatives have been prepared in accordance with the recognition and measurementprinciples stated therein prescribed under Section 133 of the Companies Act 2013 (theAct) read with the relevant rules issued thereunder and the other accounting principlesgenerally accepted in India. During the year under review your Company achieved anall-time high performance both in turnover and its profits.

The Gross revenues touched Rs.10203163217 and the Profit after taxes recorded wasRs.45955110. Your Company coupled high level of modernization with concentratedefforts of both Management and employees the wholehearted support of Banks suppliers andcustomers to attain these levels of performance. The earnings per equity share (of facevalue Re. 10) for the year 2017-2018 has increased from Rs.5.87 to Rs.6.09.

Your Company has opened 2 more branches in Vizaag (Andhra Pradesh) and in Ludhiana(Punjab) whereas it is in process to commence operations also in Ahmedabad sooner thisyear. Your company is also flourishing in Middle East & far East Countries EuropeAfrican & Gulf Countries.

3. TRANSFER TO RESERVE

During the Financial Year under review your Company has not transferred any fund to theGeneral Reserve.

4. CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company during the financial yearended 31st March 2018.

5. PUBLIC DEPOSITS

The Company has not accepted or invited any Deposits falling within the meaning ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 during the year under review.

6. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Retire by Rotation

Smt. Saritha Devi (Din: 01261180) & Smt. Sapna Jain (Din: 00436890) Directors ofthe Company retires by rotation at the ensuing Annual General Meeting of the company andbeing eligible offers themselves for re-appointment. The Board of Directors recommendedtheir appointment for consideration of the members at the forthcoming Annual GeneralMeeting.

(b) Induction & Cessation

During the Financial Year no Directors were inducted freshly in the existing Board.Further there were no change in designation.

(c) Key Managerial Personnel

Whole Time KMP of the Company Designation
Mr. Sripal Kumar Mohanlal Managing Director
Mr. Mohanlal Bharath Kumar Jain Whole Time Director
Mr. Subhashchand Mohanlal Chief Financial Officer
Mr. Milan Maroti Company Secretary

(d) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OFSECTION 149

Pursuant to the provisions of Section 149(7) of the Act and the provisions of theListing Regulations the Company has received requisite declaration from each of theIndependent Directors stating that they meet the criteria of independence as per Section149(6) of the Act and the Listing Regulations.

(e) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Directors are issuedLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. Each newly appointed Independent Directoris taken through a formal induction program on the Company's operations marketingfinance and other important aspects. The Company Secretary briefs the Director about theirlegal and regulatory responsibilities as a Director. The familiarization program isavailable on the Company's website under the weblink;http://oswalminerals.com/wp-content/uploads/2017/04/3.pdf

8. BOARD AND COMMITTEE MEETINGS

The Board of Directors of the Company met 10 (ten) times during FY 2017-18 on14.04.2017 24.05.2017 02.09.2017 11.09.2017 14.09.2017 16.10.2017 14.12.201703.01.2018 14.02.2018 and 07.03.2018. The details of the composition of the Board and itsCommittees and of the meetings held and attendance of the Directors at such meetings areprovided in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Act and the Listing Regulations.

9. AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommendations of the Audit Committee.

10. 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 of the AuditCommittee in exceptional cases. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The policy on"Vigil mechanism and Whistle Blower" may be accessed on the Company's website atlink: http://oswalminerals.com/wp-content/uploads/2017/04/2.pdf

11. NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.

12. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Share transfer cum StakeholdersRelationship Committee has been furnished in the Corporate Governance Report forming apart of this Annual Report.

13. NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in our website at link: http://oswalminerals.com/wp-content/uploads/2016/09/Nomination-Remuneration-Policy.pdf

14. FORMAL ANNUAL EVALUATION

One of the vital functions of the Board is monitoring and reviewing the BoardEvaluation framework formulated by the Nomination and Remuneration Committee that lay downthe evaluation criteria for the performance of all the directors in accordance withprovisions of the Act and the Corporate Governance requirements as prescribed inaccordance with the provisions of the Listing Regulations.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board on parameters such as level of engagement andcontribution independence of judgement safeguarding the interest of the Company and itsminority shareholders etc. The performance of the Non-Independent Directors and Board asa whole was also reviewed by the Independent Directors.

The Independent Directors met on 8th January 2018 and reviewed theperformance of the Managing Director the Board and its committees. The IndependentDirectors appreciated the exemplary leadership role of the Board Chairman in upholding thehighest standards of corporate governance.

The Board of Directors in its Meeting held on 14th February 2018 undertookthe annual evaluation of its own performance Board committees and individual directors.The review concluded that the performance of the Directors Committees & the Board asa whole to be adequate and satisfactory.

15. INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee reviews the reports submitted by the Internal Auditors in each ofits meeting. It also actively reviews the adequacy and effectiveness of the internalcontrol system and suggests improvements to strengthen the same. In the opinion of theBoard the existing internal control framework is adequate and commensurate to the sizeand nature of the business of the Company. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the year under review the provisions of Section 135 of the Companies Act 2013is applicable to your Company. Your company is fully aware of its Corporate SocialResponsibility (CSR) the guidelines in respect of which were more clearly laid down inthe recently overhauled Companies Act. The Net profit achieved before tax as on 31.03.2018is Rs. 500.08 Lakhs. Your Company intends to comply with the applicable section in thecurrent Financial Year & make an expenditure of Rs. 80002/- during the FY 2018-19towards CSR activities. Accordingly disclosure as prescribed under Annexure to CSR Rules2014 is not applicable for the period under review. The CSR Policy of the Company may beassessed on the website of the Company athttp://oswalminerals.com/wp-content/uploads/2016/09/CSR- Policy.pdf

17. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adoptedSexual Harassment (Prevention) Policy for prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (POSH) and the Rulesthereunder. During FY 2017-18 the Company has received no complaints on sexualharassment.

18. CORPORATE GOVERNANCE

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 Auditor 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.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under 34(2)(e) of theListing Regulations forms an integral part of this report and is annexed herewith asAnnexure A.

20. CEO/CFO CERTIFICATION

The CEO/ CFO certificate on the financial statements of the Company as required underRegulation 17(8) read with Schedule II Part B of the Listing Regulations part of thisreport and is annexed herewith as Annexure D.

21. PERSONNEL & RELATED INFORMATION

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. Disclosures pertaining to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedas ANNEXURE - G.

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.

22. HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world classworking environment giving them equal opportunities to rise and grow. We continue toimplement the best of HR policies so as to ensure that talent retention is ensured at alllevels. Employee relations continued to be cordial and harmonious at all levels and in alldivisions of the Company during the year.

23. HEALTH SAFETY AND ENVIRONMENTAL PROTECTION

In line with our Group vision Health and Safety remains our top most priority. Ourcontinued efforts aimed at enhancing safety standards and processes and minimize safetyrisks and reduce health hazards are aligned with our focus to be the industry benchmark.

Your Company remains focused on minimising the environmental impact of its operationsand continues to adopt sustainable practices to improve its environmental performance.Aligned with the Group values compassion for environment under Corporate Citizenship isdeeply embedded in your Company's vision. Your Company is certified under ISO 9001: 2015standards.

24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013

The Company has not given any loan guarantee or made any investment during thefinancial year 2017-18.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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's lengthbasis. The particulars of Contracts or Arrangements made with related parties as specifiedin Annexure B (form AOC-2).

In compliance with the provisions of the Act and the SEBI Regulation 2015 each RPT isplaced before the Audit Committee for prior approval. A prior omnibus approval of theAudit Committee is obtained on a yearly basis for the transactions which are foreseen andrepetitive in nature. The transactions pursuant to the omnibus approval so granted isaudited and a detailed quarterly statement of all RPTs is placed before the AuditCommittee for its review. The policy on RPTs is available on the Company's website athttp://oswalminerals.com/wp-content/uploads/2016/08/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf

26. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

27. DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement setting out compliance with the accounting andfinancial reporting requirements specified under Section 134(3)(c) of the Companies Act2013 in respect of the financial statements is furnished below and on behalf of theBoard of Directors it is hereby confirmed :-

i. that in the preparation of the annual accounts for the year ended 31.03.2018 theapplicable accounting standards have been followed and proper explanations providedrelating to material departures if any;

ii. that such accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

iii. that 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. that the annual accounts have been prepared on a going concern basis;

v. that internal financial controls were followed by the Company and they are adequateand are operating effectively; and

vi. that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.

28. AUDITORS

(a) Statutory Auditors

The members of the Company at the 21st Annual General Meeting of the Companyheld on 18 September 2017 had appointed M/s. V Pitliya & Co. Chartered Accountantsas a Statutory Auditors till the conclusion of the 26th Annual General Meetingof the Company to be held in the year 2022 subject to ratification of their appointment atevery Annual General Meeting. However as per circular of Ministry of corporate Affairswith effect from May 07 2018 there is no need for ratification of appointment at everyAnnual General Meeting hence agenda item for ratification of appointment of Auditor isnot required. We wish to submit that the Auditor's Report is self-explanatory and requiresno comments.

(b) Secretarial Auditor

M/s. V&V Co. LLP Company Secretaries (Firm Registration number: L2017KR003100) wasappointed as Secretarial Auditor & their report on Secretarial Audit in Form No. MR 3under Section 204 of the Companies Act 2013 for the Financial Year 2017-18 is attached asAnnexure- C and shall form the part of the Board Report.

29. MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There were no Material changes and commitments affecting the financial position of theCompany between the end of the financial year (31.03.2018) and date of the Report.(30.05.2018)

30. INPUT FROM MANAGEMENT ON QUALIFICATIONS/OBSERVATIONS UNDER THE SECRETARIALAUDITORS' REPORT

With regards to the observation as per the Secretarial Auditors' Report attachedherewith as Annexure-C we wish to submit as under:

Referring to point No. 1 the Company has already registered under the Karnataka Shops& Establishment Act 1961 as well as is in the process of registering under thevarious Labour Laws as applicable.

31. EXTRACT OF ANNUAL RETURN

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

32. ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO

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-F to this Report.

33. GENERAL DISCLOSURE

Your Directors state that during the F.Y 2017-18 unsecured loans provided to theCompany was made from their own funds.

Declarations pertaining to the same was provided to the Company as per Declarationpursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014. Mr.Mohanlal Bharat Kumar Jain has submitted duly filled Form C for the off- market transferof shares during the year under review.

34. ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and place on record their appreciation forall the employees at all levels for their hard work solidarity cooperation anddedication during the year. The Directors sincerely convey their appreciation tocustomers shareholders vendors bankers lenders business associates regulatory andgovernment authorities for their continued support.

By Order of the Board of Directors

For Oswal Minerals Limited

Sd/- Sd/-
Date: 30 May 2018 Subhashchand Mohanlal Sripal KumarMohanlal
Place: Bengaluru Director & CFO Managing Director