DIRECTORS REPORT

To

The Members Oswal Yarns Limited

Your Directors present the 33rd Annual Report together with Audited Statements of Accounts for the financial year ended 31st March, 2015.  

Dividend

Your directors are unable to recommend any dividend due to loss . Transfer to Reserves

No amount is transferred to any General Reserve Account. Net loss of Rs. 47564/- during the financial year 2014-15 stands appropriated/ accumulated the surplus being in the nature of Profit and Loss Appropriation Account.

State of Affairs of the Company

During the year under review your company achieved turnover of Rs. 40788715/- as compared to Rs. 49286264/- in the previous year. The net loss after tax has been Rs. 47564/- during the financial year 2014-15 as compared to Rs. 1103734/- in the previous year. However company has cash profits of Rs. 365653/- during the financial year 2014-15 as compared to Rs. 387631/- in the previous year. The company has at present no capital expenditure plan to expand its operations in view of financial constraints and uncertain market conditions. There is no change in the nature of business of the company. The company has not changed it name.

Corporate Governance Report and Management Discussion & Analysis

Pursuant to the Listing Agreement, Management Discussion and Analysis Report, the Corporate Governance Report and certifications including Auditors' Certificate regarding compliance of conditions of corporate governance are attached as Annexure -1, 2 and 3 respectively and forms integral part of this report. Share Capital

During the year, the Company has neither issued any Shares with or without differential rights nor issued any Sweat Equity shares. The Company has not purchased its own equity shares. The Paid up Equity Share Capital as on 31st March, 2015 stood at Rs. 4,01,00,000/- comprising of 40,10,000 Equity Shares of Rs. 10/- each. The shareholding pattern is given in the Corporate Governance Report forming part of this Report.

The Company has not issued or granted any stock option.

Number of Board Meetings

During the year 2014-15, 6(six) meetings of the Board of Directors were convened and held. The details of such meetings are given in the Corporate Governance Report section of this Report.

Public Deposits

The Company has not accepted any deposits from the public during the financial year 2014-15. There has not been any outstanding or unpaid or unclaimed deposits at the end of the financial year 2014-15 in terms of Section 73 of the Companies Act,2013 including rules framed therein. Directors and Key Managerial Personnel

Mr. Surinder Kumar Garg, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Mrs. Mamta Jain, have been appointed as an Additional Director and notice has been received alongwith requisite deposit for her appointment as director of the company in the ensuing annual general meeting of the company. Mr. Bharatt Oswall is reappointed as Executive Director w.e.f. 31st July, 2015.

Declaration by Independent Directors

The independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act,2013 and Clause 49 of the Listing Agreement.

Significant and Other Material Orders Passed by the Regulators or Courts

There are no significant and other material orders passed by the regulators or courts or tribunals during the financial year 2014-15 which has an impact on the going concern status and operations of the company substantially.

Particulars of Loans, Guarantee or Investments

The Company has not given any loans, guarantee or made investments in terms of Section 186 of the Companies Act, 2013.

Material Changes and Commitments, if any, affecting the financial position of the company

There are no material changes affecting the financial position of the company which have occurred between the end of the financial year 2014-15 of the company to which the financial statements relate and the date of the directors report

Particulars of Contracts or Arrangements with Related Parties

The company has not entered into any contract or arrangement or transactions with the related parties in terms of Section 188(1) of the Companies Act,2013 during the year under review. Form AOC-2 is enclosed as Annexure- 4 Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is enclosed as Annexure -5 and forms part of this Report. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act,2013, directors of your company hereby state and confirm :

(a)that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures if any ;

(b)the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c)the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d)the Directors had prepared the annual accounts on a going concern basis;

(e)the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(f)the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Selection & Remuneration Policy

The Board of Directors of your company on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of directors, key managerial personnel, senior management employees and their remuneration. The said policy is stated in the Corporate Governance Report as Annexure-2 and it forms part of this Directors Report. Auditors

M/s Subash Vipan & Co., Chartered Accountants, Ludhiana were appointed as Statutory Auditors of the company at 32nd Annual General Meeting of the company so as to hold office as such till the conclusion of 37th Annual General Meeting ofthe Company subject to ratification of appointment at every Annual General Meeting. They nave confirmed their eligibility to the effect that their reappointment ,if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for reappointment. They offer themselves for reappointment. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. Secretarial Audit Report

The Board has appointed Mr. Vikas Rai Berry, Practicing Company Secretary as Secretarial Auditors of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March,2015 is enclosed Annexure-6 to this report. The Secretarial Audit Report is self-explanatory and do not call for any further comments.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption and foreign exchange earning and outgo is annexed herewith as Annexure- 7 and forms part of this Report.

Risk Management

The Company has put in place Risk Management Policy to identify, assess, monitor and mitigate various risks including those posing threat to the existence of the company and otherwise associated with the business of the company. Major risks identified are systematically discussed at the meeting of the Audit Committee and Board of Directors of the company. The contents of Risk Management Policy have been included in Management Discussion and Analysis Report enclosed as Annexure-1 and forming part of this Report.

Corporate Social Responsibility (CSR)

The stipulation of formation of Corporate Social Responsibility Committee is not applicable to your company in terms of Section 135 of the Companies Act,2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees viz. Audit, Nomination & Remuneration and Stakeholders Relationships Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report enclosed as Annexure-2 of this Report. Industrial Relations

Industrial relations

remained cordial throughout the year under review.

 Internal Control Systems and Audit

Your company has adequate internal control system commensurate with the size and nature of the business. The company has engaged Berry & Associates as its external independent agency to conduct internal audit of affairs of the company. The scope of their work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis.

Audit Committee

The company has audit committee constituted by the Board of Directors in terms of Section 177 of the Companies Act,2013 read with Clause 49 of the Listing Agreement. It comprises of Sh. D.B.S.Gill as Chairman with Sh. Surinder Kumar Garg and Sh. Kulwant Rai Dhawan as members. All the recommendations of the audit committee were accepted by the Board of Directors. The details of composition, scope of work & meetings of audit committee during the year under review are given in the Corporate Governance Report enclosed as Annexure-2 of this Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee constituted by the Board of Directors in terms of Section 178 of the Companies Act,2013 and Clause 49 of the Listing Agreement consist of Sh. Kulwant Rai Dhawan as Chairman with Sh. Surinder Kumar Garg and Sh. D.B.S. Gill as members. It identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, make recommendation to the Board for the appointment and removal of directors, key managerial personnel, senior management employees and their remuneration. It shall carry out evaluation of every directors performance. The details of composition, scope of work and meetings of Nomination & Remuneration Committee are given in the Corporate Governance Report section of this Report.

Stakeholders Relationship Committee

The company has stakeholders relationship committee constituted by the Board of Directors in terms of Section 178 of the Companies Act,2013 read with Clause 49 of the Listing Agreement. It comprises of Sh. Tej Paul Oswal as Chairman with Sh. Surinder Kumar Garg and Sh. Kulwant Rai Dhawan as members. It inter-alia considers and resolves the grievances of the shareholders and investors .The details of composition, scope of work & meetings of stakeholders relationship committee during the year under review are given in the Corporate Governance Report enclosed as Annexure-2 of this Report.

Vigil Mechanism/Whistle Blower Policy

The company has a vigil mechanism named whistle blower policy to deal with instances of genuine concerns, fraud and mismanagement, if any. The details of the vigil mechanism /whistle blower policy is explained in the Corporate Governance section of this report and has been uploaded on the website of the Company .

Subsidiaries/Joint Ventures and Associates

The company does not have any subsidiary/joint venture and associate company/concern.

Particulars of Employees

Information pertaining to employees in terms of Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act,2013

Policy for Prevention of Sexual Harassment of Women at Work Place

Company has adopted a policy for prevention, prohibition and redressal of sexual harassment of women at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, Company has not received any complaint on sexual harassment.

General

Your directors state that no amount is required to be transferred to Investor Education and Protection Fund. Further no fraud was reported to the Audit Committee /Board of Directors during 2014-15.

Listing

Securities and Exchange Board of India issued /granted exit orders to non-operational stock exchanges which includes the stock exchanges at New Delhi, Cochin, Ahmadabad and Ludhiana where tne equity shares of your company stood listed. Consequently the equity shares of your company stand listed at BSE(Bombay Stock Exchange) to whom the listing fee stands paid upto 2013-14.

The proposal for the voluntary delistment of the equity shares of the company is under the initial consideration of the Board and no final decision has yet been taken.

Acknowledgment

Your company expresses gratitude to the lenders, creditors, shareholders, government department, customers and business constituents for their cooperation and support.

By order of the Board of Directors

For Oswal Yarns Ltd.

Bharatt Oswall  Director Din: 00469332  

Tej Paul Oswal Managing Director DIN: 00781144

Dated : 31.08.2015