Oswal Overseas Ltd Directors Report.

To,

The Members,

OSWAL OVERSEAS LIMITED

Your Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company and the Audited Accounts of your Company for the Financial Year ended March 31, 2019.

1. Financial Results (Figs in Lakhs
Particulars 2018-19 2017-18
Sales and other Income 8108.08 7680.09
Increase/Decrease in WIP and Finished Goods (5252.05) (3586.99)
Profit/Loss before Depreciation, Finance Cost and Taxes 458.07 (1637.33)
Financial Charges 246.86 194.79
Depreciation 278.02 230.20
Profit/Loss before tax (66.80) (2062.32)
Profit/Loss after Tax 86.82 (1996.45)
Dividend NIL NIL

2. Operational performance:

Particulars 2018-19 2017-18
Sugar Division
Start of crushing season 15/11/2018 08/11/2017
Close of crushing season 25/04/2019 27/04/2018
Duration

(Days)

161 170
Recovery (%) 10.42 10.11
Cane crushed (Qtls) 3481480 4181711
Production (Qtls)
White Sugar (Qtls) 360480 421156
BISS Sugar (Qtls) 2230 1230
Molasses (Qtls) 172218 204430

3. Applicability of IND AS:

The Indian Accounting Standard is applicable on your company w.e.f. from 1st April, 2017 (Transition period for the Company) and due to applicability of IND AS on the company, all the calculation have been done as per IND AS and all the figure in Balance Sheet and Annual Report for the financial year 2017-18 and 2018-19 have been given as per IND AS.

4. Operations:

Total Income of the Company has increased from Rs. 7680.09 Lakh (2017-18) to Rs. 8108.08 Lakh (2018-19). This year your company get the net profit after tax of Rs. 86.82 Lakh against a Net Loss after tax of Rs. 1996.45 Lakh in the previous year.

5. Dividend

No dividend has been recommended by the board of directors for the current Financial Year.

6. Significant and Material orders passed by the regulators or courts or tribunals

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

7. Internal controls system and their adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

8. Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis Report is set out in this Annual Report.

9. Deposits

We have not accepted any deposits and, as such, no amount of interest and principal was outstanding as at the date of Balance Sheet.

10. Particulars of Loans, Guarantee or investments

Loans, Guarantee and investments covered under section 186 of the Companies Act, 2013 form parts of the notes to the financial Statements provided in the Annual Report.

11. Auditors Statutory Auditor

At the Annual General Meeting held on 24.09.2018, M/s. N J & Associates, Chartered Accountants, (Firm Registration No. 023083N), was appointed as statutory Auditor of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019, in terms of the first proviso of section 139 of the Companies Act, 2013, subject to the ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of statutory Auditors is being sought from the members of the company at the ensuing Annual General Meeting.

The Auditor report for the financial year 2018-19 is enclosed with the financial statement in this annual report.

Secretarial Auditors

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Company has appointed M/s Malik Anuj & Company, Company Secretaries (C. P. No. 16061) to undertake the secretarial audit of the Company for the financial year 2018-19. The Secretarial Audit Report is annexed herewith as "Annexure - 1".

Internal Auditor

M/s Ajay Krishna & Co., Chartered Accountants, (FRN No. - 012453C) Dehradun (Uttarakhand) represented by Mr. A. K. Rastogi performs the duties of internal auditors of the Company for the financial year 2018-19 and their report is reviewed by the Audit Committee from time to time.

Auditors certificate on Corporate Governance

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the auditors certificate on Corporate Governance is annexed herewith as "Annexure - 4". The Auditors certificate for the financial year 2018-19 does not contain any qualification, reservation or adverse remark.

12. Share Capital

Authorised share capital of the company is Rs. 36,00,00,000/- divided into 2,60,00,000 equity shares of Rs. 10/- each only and 1,00,00,000 preference share of Rs. 10/- each only. Total Paid up share capital of the company is Rs. 12,46,10,500/- divided into 64,61,050 equity share capital of Rs. 10/- each and 60,00,000 Non-convertible Redeemable Preference Share Capital of Rs. 10/- each.

13. Extract of the annual return

In accordance with Section 134(3) of the companies Act, 2013 an extract of the annual return in Form MGT - 9 is annexed herewith as "Annexure - 2."

14. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8, of The Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure - 3."

15. Directors and Key Managerial Personnel:

A) Change in Directors

1. Ms. Anjul Agarwal, Independent Director of the company has resigned from the Directorship of the company w.e.f. 04.08.2018.

2. Mrs. Ruchi Dawar was appointed as Independent Director of the company by the Board in its meeting held on 02.11.2018.

3. Mr. Harihar Nath Sharma, Independent Director of the company ceased to be director of the company w.e.f. 30.03.2019 due to retirement after completion of Five years as an Independent Director of the company.

Note: The Company did not appoint any other director on the board of the company in place of Mr. Harihar Nath Sharma, because the company has complied with the Composition of the Board of the Company as required by the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2019.

B) Re-appointment

As per the provisions of the Companies Act, 2013, Mr. Anoop Kumar Srivastava, Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

16. Number of meetings of the Board of Directors

During the financial year 10 (Ten) Board Meeting and 1 (one) independent directors meeting were held. The details of which are given in Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

17. Committees of the Board of Director of the Company

Currently the Board has three committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details with regards to the composition and meetings held during the financial year 2018-19 are in the Corporate Governance Report.

18. Policy on Directors appointment and Remuneration

The current policy is to have an appropriate mix of executives and independent directors to maintain the independence of the Board, and separate its function of governance and management. On March 31,2019, the Board consist of four members, one of whom is executive, one is non-executive and two are independent directors.

The policy of the company on directors appointment and remuneration, including criteria for determining qualification, positive attributes, independence of Director and other matters, as required under sub-section (3) of section 178 of the companies Act, 2013, is available on our website (www.oswaloverseasltd.com). There has been no change in the policy since the last financial year. We affirm that the remuneration paid to the directors as per terms laid down in the Nomination and Remuneration Policy of the company.

19. Declaration by Independent Directors

The company has received necessary declaration from independent directors under section 149(7) of the Companies Act, 2013, that he/ she meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

20. Board Evaluation

SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

• Board Dynamics and relationships

• Information flows Decision-making Relationship with stakeholders

• Company performance and strategy

• Tracking board and committees effectiveness Peer evaluation

The Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committee and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation process has been explained in the Corporate Governance Report.

21. Familiarization Programme of Independent Directors

All new independent director inducted in to the Board attain an orientation program. The details of training and familiarization program are provided in the Corporate Governance Report and are also available on our website (www.oswaloverseasltd.com).

22. Code of Conduct for the prevention of Insider Trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the provision of the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the company lays down guidelines and procedures to be followed, and disclosure to be made while dealing in the shares of the company, as well as consequences of the violation.

The Insider Trading Policy of the Company covering code of Practice and procedure of fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website (www.oswaloverseasltd.com).

23. Vigil Mechanism/ whistle blower policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website (www.oswaloverseasltd.com) of the company. There has been no change to the Whistle Blower Policy adopted by the company during the financial year 2018-19.

24. Managerial Remuneration & Particulars of employees:

A. Due to financial constraints being faced by the company no one director receiving any remuneration from the company. Further sitting fees have been paid to the directors during the year.

B. No increase in the remuneration of director in the financial year

C. Increase in remuneration of chief financial officer, chief executive officer, company secretary of the company in the financial year is as follow -

Designation Remuneration in 2017-18 Remuneration in 2018-19 Increase in remuneration
Chief Executive Officer 840000 840000 0
Chief Financial Officer 480000 540000 60000
Company Secretary 432000 468000 36000

D. Total no. of permanent employees of the company are 62 and seasonal employees are 112 in the financial year as on 31st March, 2019.

E. The remuneration paid to all the Key Managerial Personal was in accordance with remuneration policy adopted by the company.

F. The particulars of employee who are covered by the provision contained in Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 are:

i). Employed throughout the year Nil
ii). Employed for part of the year Nil

25. Corporate Governance

Corporate Governance refers to, but not limited to, a set of laws, regulations and good practices and systems that enable an organization to perform efficiently and ethically to generate long term wealth and create value for all its stakeholders. Corporate governance requires everyone to raise their competency and capability levels to meet the expectations in managing the enterprise and its resources optimally with the sound & prudent ethical standard. The Company recognizes that good corporate governance is a continuous exercise.

Adherence to transparency, accountability, fairness and ethical standard are integral part of the companys function. Your Companys structure, business dealings, administration and disclosure practices have aligned to good corporate governance philosophy. Your Company has an adequate system of control in place to ensure that the executive decisions taken should result in optimum growth and development which benefits all the stakeholders. The Company aims to increase and sustain its corporate value through growth and innovation.

Our Corporate Governance Report for the financial year 2018-19 form parts of this Annual Report.

26. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2019 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

27. Related Party Transaction

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013.There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

28. Risk management policy

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

29. Acknowledgements

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

For and on behalf of the Board of Directors
OSWAL OVERSEAS LIMITED
Sd/- Sd/-
Anoop Kumar Srivastava Paramjeet Singh
Place: New Delhi Director (Managing Director)
Dated: 26/08/2019 DIN:07052640 DIN:00313352