To

The Member,

Oswal Greentech Limited

The Board of Directors presents the Company’s 36^th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31^st 2018.

FINANCIAL RESULTS

We share with you our 36^th Annual Report, together with the statement of Audited Financial Statements for the year ended March 31^st 2018. The Company’s performance grouped in accordance with the new accounting standards Ind-AS (Indian Accounting Standards), is summarized below:

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

(Rs. in Lakhs)

REVIEW OF OPERATIONS & FUTURE OUTLOOK

Financial Year 2017-18 was a good year for Oswal Greentech Limited. The Company’s growth is stable in comparison to previous year and the Company is continuously engaged in the real estates and investing activities. The Company always adhere to achieve best in the industry and try to optimize the cost and its efficiency level which translating into increasing 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 of Rs. 28.06 Crores and profit after tax of Rs. 46.72 Crores in the previous year. The increase in the Profits before tax is due to exceptional expenditure item incurred during 2016-2017.

The Company’s promoted Residential Complex project at Ludhiana is near completion and the Company expects to hand it over to the purchasers/buyers positively by the end of current year. Till date, the Company has received positive response and expects the project to be a success. The Company has in possession of premium land parcel in Ludhiana and is looking for development of residential/commercial projects there. The Company is also making efforts to explore various other locations for its real estate business.

During the year, the Company has also received income from interest on Inter-Corporate deposits (ICDs)investments. The future outlook remains positive and encouraging.

CHANGE IN NATURE OF BUSINESS

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

SUBSIDIARY COMPANY AND ASSOCIATES Subsidiary

The company subsidiary company- namely, Oswal Engineering Limited at UAE has been liquidated w.e.f. 28^th February 2018.

Associate

The company associate company- namely M/s News Nation Network Private Limited was not an associate of the Company after 24^th August, 2016.

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

The Company has not accepted or renewed any deposits within the meaning of Section 73 to 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 of the 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 as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 35^th Annual General Meeting held on 28^th September, 2017 until the conclusion of 40^th Annual General Meeting of the Company to be held in the calendar year 2022, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Audit Committee of the Board. However, as per the Companies Amendment Act, 2017, the requirement of annual ratification has been omitted. Accordingly, the ratification of their appointment shall not be placed before the shareholders, in the ensuing Annual General Meeting.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their appointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

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

REPORT OF STATUTORY AUDITORS

M/s Agarwal & Dhandhania, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 201718, which forms part of the Annual Report 2017-18. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor’s Report are self-explanatory.

MATERIAL INFORMATION

On the demise of Mr. Abhey Kumar Oswal (erstwhile Chairman) on 29.03.2016, Mr. Pankaj Oswal (eldest son) filed a suit in the Hon’ble Delhi High Court claiming his 1/4th share in the family property including the property at Tilak Marg owned by the Company. In this regard, the Hon’ble High Court of Delhi passed an Interim order dated 8^th February, 2017 imposing status quo on the Tilak Marg property which has been vacated vide order dated 14^th 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, 2013 against OAML alleging acts of oppression and management before the NCLT, Chandigarh. In this petition, the Company has also been made a party by virtue of the Company being an associate of OAML. However, OAML has challenged this petition on grounds of maintainability and has considered it to be bad in law and not sustainable. It has also requested for the exclusion of the Company’s name from the petition. The matters are sub-judice.

ACHIEVEMENTS

The Board wishes to inform the Shareholders that our Hon’ble Chairperson Smt. Aruna Oswal has been honoured with Honorary Doctorate Degree of APAMALL from University of Wisconsin, Madison (USA). APAMALL stands for Asia Pacific Association of Multimedia Assisted Language Learning.

REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES 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 liability registered under the provisions of offshore Companies regulations of Jebel Ali Free Zone of 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 in the profitability of the Company and thus, your Board has decided to liquidate the subsidiary vide its Board Meeting dated 14^th April, 2017 and thereafter, all necessary steps were taken in this regard. The subsidiary was liquidated during the year w.e.f. 28^th February, 2018.

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

SECRETARIAL AUDITORS AND THEIR REPORT

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

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

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

INTERNAL AUDITORS

M/s R Arora & Associates, Chartered Accountants, New Delhi who were the Internal Auditors of the Company has resigned from their post of Internal Auditors and they ceased to be the internal auditors w.e.f. 30^th September, 2017. Thereafter, M/s T R Chadha & Co. LLP Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company w.e.f. 1^st 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-9, pursuant 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’ to this Report. The Company has also displayed this extract on its website on www.oswalgreens.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Shri Anand Agrawal was appointed as Additional director on the Board of the Company w.e.f. 25^th April, 2018.

As required under Regulation 36 of Listing Regulations, the requisite information of Shri Anil Bhalla and Shri Anand Agrawal inter alia, in the nature of their brief resumes, nature of expertise, companies in which they holds Directorship/memberships of Board Committees, their shareholdings in the Company etc., are furnished in the explanatory statement 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 the Company has resigned from the post of his directorship w.e.f. 10^th November, 2017 and Shri Atul Kulshrestha, Non-Executive Non-Independent Director of the Company has also resigned from the post of his directorship w.e.f. 15^th January, 2018.

Shri Vipan Kaushal, Non-Executive Independent Director of the Company has resigned from the post of his directorship w.e.f. 14^th April, 2018.

Details of the proposal for the above Director is mentioned in the Explanatory Statement under section 102 of the Companies 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/s 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 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 Statement, the Directors confirm:

a) that in preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same;

b) that they 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 as at the end of the financial year and of the profit of the Company for that period;

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

d) that they had prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2017-18.

AUDIT COMMITTEE

The Composition of the Audit Committee is in compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The audit Committee has met 4 times and reviewed the financial statements for each quarter/ financial year ended 31.03.2018 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 Standards issued by the Institute of Company Secretaries of India to the extent applicable to the Company.

DISCLOSURE ON VIGIL MECHANISM

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear of reprisal. All Directors, employees, business 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 stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Corporate Governance is the system of rules, practices and processes through which objectives of a corporate entity are set and pursued in the context of the social, regulatory and market environment.

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

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

DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013’

The Company has zero tolerance for sexual harassment at workplace. It has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the ‘The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013’ and the Rules made thereunder for prevention and Redressal of complaints of sexual harassment at work place.

The Company believes in providing equal opportunities and key positions to women professionals. The Company has endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no cases were filed under the said Act by 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 with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is furnished in Annexure-III and is attached to this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial 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 in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings is within the period prescribed by the Companies Act, 2013.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED U/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 financial statement provided in this Annual Report. The Company has not given any guarantee or security 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 1 OF SECTION 188

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

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis.

During the year, the company has not entered into any contract or arrangement with related parties which could be considered ‘material’ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, transactions that are required to be reported in Form AOC-2 are enclosed as Annexure - IV

A detailed report on contract & arrangement made during the financial year 2017-18 being arm’s length transaction have been reported and annexed as Note No. 41 to the Standalone Financial Statement.

PARTICULARS OF ENERGY CONSERVATION/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUT GO

Information in accordance with the provision of Section 134 (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company. During the year under review, the foreign exchange earnings were Nil (previous year Nil) and foreign exchange 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 REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies 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 policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure - V respectively, which forms part of this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically.

Our risk management framework is designed to be simple, consistent and clear for managing and reporting risks from the Group’s businesses to the Board. Our management systems, organizational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations.

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

Our Risk Management Framework is designed to help the organization meet its objectives through 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 that may 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 and environment friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.

The Company complies with Section 135 of the Act and the approach is focused on long-term programmes aligned with community needs. The Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. As per the policy the CSR activities are focused not just around the offices of the Company, but also in other geographies based on the needs of the communities. The main-focus areas where CSR programmes of Oswal’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 statutory requirements, no expenditure was incurred on CSR activities by the Company during the year.

The annual report on CSR activities is furnished in ‘Annexure VI’which is attached to this report.

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

There were no orders passed by any authority impacting the going concern status and company’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 Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

A separate meeting of Independent Directors was held on February 13^th, 2018 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairperson of the Company after taking into consideration the views of Executive and Non-Executive Directors. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

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

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

OGL has aligned its current systems of internal financial control with the requirement of Companies Act, 2013, on lines of globally accepted risk based framework as issued by the committee of sponsoring organizations (COSO) of the treadway commission. The Internal Control -Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization’s process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.

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

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

Our management assessed the effectiveness of the Company’s internal control over financial reporting (as defined in Regulation 17 of Listing Regulations) as of March 31^st 2018. The assessment involved self-review, peer review and external audit.

M/s. Agarwal & Dhandhania, the statutory auditors of OGL has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).

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

Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets OGL statutory auditors to ascertain, inter-alia, their views on the adequacy of internal control systems and keeps the board of directors 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 Financial Control System in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board’s report.

The internal financial controls were in operation during the reporting period from April 1^st 2017 to March 31^st 2018. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31^st 2018.

M/s Agarwal & Dhandhania, Chartered Accountants, audited the internal financial controls w.r.t. financial statements and expressed their unmodified opinion for the year ended 31^st March, 2018.

The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit Committee follows up on corrective action. The audit Committee also meets statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.

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

Based on its evaluation as defined in Section 177 of Companies Act, 2013 and Regulation 18 of Listing Regulations, our audit Committee has concluded that, as of March 31^st 2018, our internal financial controls were adequate and operating effectively.

CODE OF CONDUCT

The members of the Board and senior management personnel have affirmed the compliance with Code applicable to them during the year ended March 31^st 2018. The annual report of the Company contains a certificate by the CEO and Managing Director in terms of Listing Regulations on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management.

HUMAN RELATIONS

Human resources play a significant role in your Company’s growth strategy. Your Company emphasized on talent nurturing, retention and engaging in a constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by the employees of the Company 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 and Ahmedabad Stock Exchange. The equity shares of the Company listed with National Stock Exchange of India Ltd. and Bombay Stock Exchange, Mumbai. Listing Fee for the year 2018-19 has been paid to the National Stock Exchange of India Ltd. and Bombay Stock Exchange, Mumbai. Annual Custody Fees for the year 2018-19 has been paid to the National Securities Depository Limited, Mumbai and Central Depository Services Limited, Mumbai.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Governments and Company’s Bankers for the assistance, cooperation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, customers, business associates and employees in ensuring an excellent operational performance of organization.

For & on behalf of the Board

Oswal Greentech Limited

Aruna Oswal

Place: New Delhi Chairperson

Date: 16.08.2018 DIN: 00988524