Directors Report of Oswal Yarns Ltd.

Mar 31, 2024

Your Directors present the 42^nd Annual Report together with Audited Statement of Accounts for the
financial year ended 31^st March, 2024.

Financial Highlights

The summarized financial results of the company during the financial year 2023-24 are as under:

(Amt. Rs in Lakhs)

PARTICULARS	2023-24	2022-23
Total Revenue from operations	194.04	125.40
Profit before Depreciation, Interest & Tax (PBDIT)	(2.67)	(15.04)
Less: Interest & Financial Expenses	0.00	0.81
Profit Before Depreciation & Tax (PBDT)	(2.67)	(15.85)
Less: Depreciation	3.11	2.59
Profit Before Exceptional & Extraordinary Items and Tax	(5.78)	(18.44)
Exceptional Items	(15.16)	(6.54)
Profit/ (Loss) Before Tax	(20.94)	(24.98)
Tax Expense/ Deferred Tax	0.17	0.24
Profit/ (Loss) for the Period	(20.77)	(24.74)
Earnings Per Share (Rs.)
-Basic	(0.52)	(0.62)
-Diluted	(0.52)	(0.62)

Dividend

Keeping in view the losses incurred by the Company during the year, the Board of Directors of the
company have not recommended any dividend for the year 2023-2024.

Transfer to Reserves

No amount has been transferred to the General Reserves. However, the net loss for the year ended 31^st
March, 2024 has been adjusted to the retained earnings.

Operational Review

The company’s business predominantly comprises of only one segment i.e. manufacturing and trading
of knitted cloth. It falls under the single business segment of Textile industry. During the year under
review, the highlights of the Company’s performance are as under:

• Revenue from operations decreased to Rs. 194.04 Lakhs from Rs. 125.40 Lakhs

• PBDIT showed a drastic fall to Rs (2.67) Lakhs from Rs (15.04) Lakhs

• Loss before Tax for the current year stood at Rs. 20.94 Lakhs

• The Company reported a Net Loss of Rs. 20.77 Lakhs as compared to loss of Rs. 24.74 Lakhs
reported last year.

Report on Corporate Governance

Pursuant to provisions of regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of Regulation 27(2) are not applicable to the Company
as on 31^st March, 2024 as the paid-up Equity Share Capital and Net Worth was below Rs. 10 crores and
Rs. 25 crores respectively.

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 31^st March, 2024 stood at Rs. 4,01,00,000/- comprising of 40,10,000 Equity Shares
of Rs. 10/- each. The Company has not issued or granted any stock options.

Board Meetings

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other
business discussions. During the year under review, the Board of Directors met on five occasions viz;
30.05.2023; 28.07.2023; 29.08.2023; 28.10.2023 and 31.01.2024. The intervening gap between the
Board Meetings was within the period prescribed under the Companies Act, 2013.

Public Deposits

The Company has not accepted any deposits from the public during the financial year 2023-24. There
has not been any outstanding or unpaid or unclaimed deposit at the end of the financial year 2023-24 in
terms of Section 73 of the Companies Act, 2013 including rules framed therein.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Ms. Vama Oswal
(DIN: 08264613), retires by rotation at the forthcoming Annual General Meeting and being eligible,
offers herself for re-appointment. The Board recommends her re-appointment for the consideration of
the Members of the Company at the forthcoming Annual General Meeting.

After the closure of financial year, Ms. Sonali Verma resigned from the post of Company Secretary and
Compliance Officer w.e.f 08.04.2024 and the Board in its meeting appointed Ms. Aarti Sharma as
Company Secretary & Compliance Officer of the company w.e.f. 08.04.2024

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 read with the SEBI (LODR) Regulations.

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 2023-24 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 2023-24 of the company to which the financial statements relate
and the date of the directors report.

The Board in its meeting held on 27/07/2024 took note of the approval from the competent
authority for the change of land use in relation to the land located at Link Road, industrial
Area-A, Ludhiana and considered various options to sell / dispose off the said land. The necessary
action in this regard shall be taken after considering all the available scenarios.

Annual Return

The draft of the Annual Return of the Company as on 31^st March, 2024 in Form MGT - 7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 is enclosed as Annexure -1 and forms part of this Report and also
available on the website of the Company.

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 31^st March, 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;

b) that 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) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the Assets of the Company
and for preventing and detecting fraud and other irregularities;

d) that Directors’ have 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;

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 has framed a policy for selection and appointment of directors, key managerial personnel,
senior management employees and their remuneration.

Auditors

M/s SHSP and Associates, Chartered Accountants, Ludhiana (FRN 004267N) were appointed as

Statutory Auditors of the company at the 40^th Annual General Meeting of the Company to hold office
till the conclusion of 45^th Annual General Meeting of the Company. However, M/s SHSP and
Associates, Statutory auditors of the Company resigned from their post on 28.08.2024 causing a
casual vacancy.

Subsequently, the Board in its meeting held on 02.09.2024 appointed M/s Subash Vipan & Co.,
Chartered Accountants (FRN 012898N) as Statutory Auditors to fill the casual vacancy and they shall
hold office till the conclusion of the ensuing AGM. Further, the Board in its meeting held on 02.09.2024
proposed the appointment of M/s Subash Vipan & Co., Chartered Accountants (FRN 012898N) as
Statutory Auditors of the company for a period of five years i.e. till the conclusion of 47^th AGM of the
Company. Accordingly, the resolution proposing their appointment forms part of the notice calling the
42^nd AGM of the Company.

Cost Records

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time, your Company is not required to maintain cost
records.

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.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo is annexed herewith as Annexure- 2 and forms part of this Report.

Secretarial Audit Report

The Board has appointed Mr. Vikas Rai Berry, Practicing Company Secretary as Secretarial Auditors
of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended
31^st March, 2024 is enclosed as Annuexure-3 to this report. The Secretarial Audit Report is self¬
explanatory and do not call for any further comments.

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. Therefore there is
no requirement for disclosure pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Corporate Social Responsibility (CSR)

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

Formal Annual Evaluation

The Board carries 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, Risk
Management, Nomination & Remuneration and Stakeholders Relationships Committee.

Industrial Relations

Industrial relations remained cordial throughout the year under review.

Internal Control Systems and Audit

Your company has adequate internal control systems commensurate with the size and nature of the
business. The company has engaged Berry Associates as its external 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.

Committees of the Board

1. Audit Committee

The company has constituted an Audit Committee in terms of Section 177 of the Companies Act, 2013
read with SEBI (LODR) Regulations, 2015. As on 31^st March, 2024, the Committee comprises of Sh.
Nipun Vyas as Chairman with Sh. Kulwant Rai Dhawan and Ms. Vama Oswal as Members. The
recommendations of the audit committee are always accepted by the Board of Directors. The Audit
Committee met 5 (five) times during financial year 2023-24 viz; 30.05.2023; 28.07.2023;

28.10.2023 and 31.01.2024.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in terms of Section
178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015. As on 31^st March, 2024,
the Committee consists of Sh. Nipun Vyas as Chairman with Sh. Kulwant Rai Dhawan and Ms. Vama
Oswal as members. It lays down criteria for the persons who are qualified to become directors and who
may be appointed in senior management, makes recommendation to the Board for the appointment and
removal of directors, key managerial personnel, senior management employees and their remuneration.
During the financial year 2023-24, four meetings of the Nomination and Remuneration Committee were
held on 30.05.2023; 28.07.2023; 28.10.2023 and 31.01.2024.

3. Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee in terms of Section 178 of the
Companies Act, 2013 read with stipulations of the SEBI (LODR), 2015. It comprises of Sh. Tej Paul
Oswal as Chairman with Sh. Nipun Vyas and Sh. Kulwant Rai Dhawan as members. It inter-alia
considers and resolves the grievances of the shareholders and investors viz; transfer of shares, non¬
receipt of shares/annual reports etc. & reviewing the reports by the Registrar. The Stakeholders
Relationship Committee met 5 (five) times during financial year 2023-24 on 30.05.2023; 28.07.2023;

28.10.2023 and 31.01.2024.

Vigil Mechanism/Whistle Blower Policy

The company has a vigil mechanism / whistle blower policy whereby any personnel who has genuine
concerns and/or observes matters involving any alleged misconduct (not necessarily a violation of law),
fraud and mismanagement, if any, can approach the Audit Committee without necessarily informing
their supervisors. The company has provided protection to “whistle blowers” from unfair termination
and other prejudicial employment practices. During the financial year 2023-24, there has not been any

instance of fraud/misconduct etc. reported under this policy of the company.

Subsidiaries/Joint Ventures and Associates

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

Management Discussion and Analysis

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report.

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 is NIL.

Policy for Prevention of Sexual Harassment of Women at Work Place

Your Company has adopted a policy and constituted Internal Complaints Committee 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 thereunder. During the financial year 2023-24, no complaint on sexual harassment was
received by the company.

Listing

The securities of the Company are listed on BSE Limited (Scrip Code: 514460), Floor 25, P.J.
Towers, Dalal Street, Mumbai - 400 001.

Acknowledgment

Your company expresses gratitude to the Lenders, Creditors, Shareholders, Government Department,
Customers and Business Constituents for their cooperation and support.

For & On Behalf of Board of Directors
For Oswal Yarns Limited

Sd/- Sd/-

(Bharatt Oswall) (Tej Paul Oswal)
Executive Director Managing Director

(DIN: 00469332) (DIN: 00781144)

Place: Ludhiana
Date: 02.09.2024

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Mar 31, 2014

Dear members,

The Directors present their 32nd Annual Report on the operations of the Company along with Audited Statements of Accounts for the financial year 2013-14.

PERFORMANCE REVIEW

Operating and other Income during 2013-2014 is Rs 492.86 lacs as compared to Rs. 490.86 lacs in the previous year. The Company has provided depreciation of Rs. 14.91lacs (Rs. 14.77 lacs in the previous year). The Company has suffered a loss of Rs 11.04 Lacs as compared to loss of Rs 11.08 lacs in the previous year but earned cash profit of Rs. 3.87 as compared to Rs. 3.69 lacs in the previous year.

DIVIDEND

Due to loss, yours directors are unable to recommend the payment of dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis is enclosed as Annexure-1 DIRECTORS

Sh. Kulwant Rai Dhawan, Director, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment as Director of the Company.

It is proposed to reappointment of Mr. Surinder Kumar Garg and Mr. Devinder Bir Singh Gill as independent directors as per Section 149, 150 and 152 of the Companies Act, 2013 for a term for 5 (Five) consecutive years commencing from the date of this Annual General Meeting and they shall not be liable to retire by rotation.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities statement, it is confirmed :

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

ii) That the directors had selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with stock exchanges, adequate steps have been taken to ensure that all the provisions relating to corporate governance are duly complied with. A report on Corporate Governance alongwith the certificate of Corporate Governance received from Ashok K Singla and Associates, Company Secretaries, Ludhiana is annexed hereto as an Annexure-2 to this report.

FIXED DEPOSITS

During the year, the Company did not accept any Fixed Deposits.

AUDITORS'' REPORT

The Auditors Report on the accounts of the company for the year have no qualification and required no comments.

AUDITORS

M/s Subash Vipan & Co., Chartered Accountants, Ludhiana, Auditors of the Company retire at the conclusion of the forthcoming Annual General meeting and being eligible, offer themselves for reappointment.

COST AUDITORS

M/s. Ruby Saini & Company, Delhi has been appointed as cost auditors of your Company for auditing the cost accounts records for the Financial year 2014-15.

PARTICULARS OF THE EMPLOYEES

Information pertaining to employees pursuant to section 217 (2A) of the Companies Act, 1956 is nil. DISCLOSURE OF ENERGY CONSERVATION .FOREIGN EXCHANGE AND TECHNOLOGY

Information as per the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 regarding as to conservation of energy, technology absorption, foreign exchange earning and outgo are given in Annexure A forming part of this report.

INDUSTRIAL RELATIONS

Industrial relations continued to remain harmonious throughout the year under review. The directors express their appreciation towards workmen for their co-operation and hope for cordial relations in the year to come.

LISTING FEES

The equity shares of the Company are listed at the Stock Exchanges at Ahmedabad, Bombay, Cochin, Delhi & Ludhiana. The Company has paid Annual listing fees to Ahmedabad and Cochin stock exchange upto the financial year 2005-06. The Annual listing fees to Bombay & Delhi Stock Exchange stand paid upto 2013-14. The listing fees with Ludhiana Stock Exchange stand paid upto 2010-11.

VOLUNTARY DELISTING

The Company has applied for Voluntary Delisting of its equity shares from Delhi & Jaipur stock exchange Ltd. The Company has received approval (Delisting) from Jaipur stock exchange Ltd. vide their Letter No: JSEL/2014/956 dated: 12 August, 2014 & awaiting approval from Delhi stock exchange. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere thanks to the staff members and workers for their co-operation, hard work, dedication and devotion.

The Board of Directors place on record their gratitude to State Bank of India for its valuable support lent to the Company.

The Directors express its sincere thanks to the shareholders and other business constituents for their continued support and cooperation.

By order of the Board of Directors For Oswal Yarns Ltd. Sd/- Place : Ludhiana TEJ PAUL OSWAL Dated : 30.08.2014 Managing Director

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Mar 31, 2013

To The Members of Oswal Yarns Limited

The Directors present their 31st Annual Report on the operations of the Company along with audited statements of accounts for the financial year ended as on March 31st, 2013.

PERFORMANCE REVIEW

Operating and other Income during 2012-2013 is Rs 490.86 Lacs as Compared to Rs. 461.00 Lacs in the previous year. The Company provided depreciation of Rs. 14.77 Lacs (Rs. 15.08 Lacs in the previous year). The Company has suffered a loss of Rs 11.08 Lacs as compared to loss of Rs 12.26 Lacs in the previous year but earned cash profit of Rs. 3.69 as compared to Rs. 2.82 Lacs in the previous year.

DIVIDEND

Due to loss, yours directors are unable to recommend the payment of dividend for the year under review.

DIRECTORS

Sh. D.B.S. Gill, Director, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities statement, it is confirmed :

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

ii) That the directors had selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with stock exchanges, adequate steps have been taken to ensure that all the provisions relating to corporate governance are duly complied with. A report on Corporate Governance alongwith the certificate of Corporate Governance received from Ashok K Singla and associates, Company Secretaries, Ludhiana is annexed hereto as an Annexure to this report.

FIXED DEPOSITS

During the year, the Company did not accept any Fixed Deposits.

AUDITORS'' REPORT

The Auditors Report on the accounts of the company for the year have no qualification and required no comments.

AUDITORS

M/s SubashVipan & Co., Chartered Accountants, Ludhiana , Auditors of the Company retire at the conclusion of the forthcoming Annual General meeting and being eligible, offer themselves for re- appointment.

PARTICULAR OF THE EMPLOYEES

Information pertaining to employees pursuant to section 217 (2A) of the Companies Act, 1956 is nil. DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 regarding to conservation of energy, technology absorption, foreign exchange earning and outgo are given in Annexure A forming part of this report. INDUSTRIAL RELATIONS

Industrial relations continued to remain harmonious throughout the year under review. The directors express their appreciation towards workmen for their co-operation and hope for cordial relations in the year to come.

LISTING FEES

The equity shares of the Company are listed at the Stock Exchanges at Ahmedabad, Bombay, Cochin, Delhi, Jaipur & Ludhiana. The Company has paid Annual listing fees to Ahmedabad and Cochin stock exchange upto the financial year 2005-06. The Annual lisiting fees to Bombay, Delhi and Jaipur Stock Exchange paid upto 2013-14. The lisiting fees with Ludhiana Stock Exchange paid upto 2010-11. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere thanks to the staff members and workers for their co-operation, hardwork, dedication and devotion.

The Board of Directors place on record their gratitude to State Bank of India for its valuable support lent to the Company.

The Directors express its sincere thanks to the shareholders and other business constituents for their continued support and cooperation.

By order of the Board of Directors

For Oswal Yarns Ltd.

Sd/-

Place : Ludhiana TEJPAULOSWAL

Dated : May 28th, 2013 Chairman & Managing Director

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Mar 31, 2010

The Directors present their Twenty Eighth Annual Report on the operations of the Company along with audited statements of accounts for the financial year ended as on March 31st, 2010.

PERFORMANCE REVIEW

Operating and other Income during 2009-2010 is Rs 331.37 Lacs as Compared to Rs. 279.59 Lacs of the previous year with an increase of 18.52%. The Company provided depreciation of Rs. 14.87 Lacs (Rs. 14.91 Lacs in the previous year). The Company has suffered loss of Rs 10.82 Lacs as compared to loss of Rs 13.47 Lacs in the previous year but earned cash profit of Rs. 4.05 as compared to Rs. 1.44 Lacs in the previous year. The loss was due to high cost of Material.

DIVIDEND

Due to loss, yours directors are unable to recommend the payment of dividend for the year under review.

DIRECTORS

During the year Sh. Bharat Oswal appointed as additional Director of the Company as on 07.10.2009. Mr. B.B. Gandhi Director, of the Company resigned from the Board as on 25.02.2010. The Board place on record the appreciation for the guidance rendered by him. Mr. Rajiv Jain appointed as additional Director of the Company as on 04.06.2010. Mr. Bharat Oswal is being appointed as a Whole time Executive Director of the Company at Nil Remuration.

Mr. D.B.S. Gill, Director, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment as Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities statement, it is confirmed :

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards has been followed alongwith proper explanation relating to material departures.

ii) That the directors had selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement with stock exchanges, adequate steps have been taken to ensure that all the provisions relating to corporate governance are duly complied with. A report on Corporate Governance alongwith the certificate of Corporate Governance received from Ashok K Singla and associates, Company Secretaries, Ludhiana is annexed hereto as an Annexure to this report.

FIXED DEPOSITS

During the year, the Company did not accept any Fixed Deposits.

AUDITORS REPORT

The Auditors Report on the accounts of the company for the year have no qualification and required no comments.

AUDITORS

M/s Subash Vipan & Co., Chartered Accountants, Ludhiana , Auditors of the Company retire at the conclusion of the forthcoming Annual General meeting and being eligible, offer themselves for re- appointment.

PARTICULAR OF THE EMPLOYEES

Information pertaining to employees pursuant to section 217 (2A) of the Companies Act, 1956 is nil.

DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosure of particulars in the report of Board of Directors) Rules,1988 regarding to conservation of energy, technology absorption, foreign exchange earning and outgo are given in Annexure A forming part of this report.

INDUSTRIAL RELATIONS

Industrial relations continued to remain harmonious throughout the year under review. The directors express their appreciation towards workmen for their co-operation and hope for cordial relations in the year to come.

LISTING FEES

The equity shares of the Company are listed at the Stock Exchanges at Ahmedabad, Bombay, Cochin, Delhi, Jaipur & Ludhiana. The Company has paid Annual listing fees to Ahmedabad, Cochin and Jaipur stock exchange upto the financial year 2005-06. The Annual lisiting fees to Bombay & Delhi Stock Exchange paid upto 2010-11. The lisiting fees with Ludhiana Stock Exchange is pending for 2007-08 & 2008-09.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere thanks to the staff members and workers for their co-operation, hardwork, dedication and devotion.

The Board of Directors place on record their gratitude to State Bank of India for its valuable support lent to the Company.

The Directors express its sincere thanks to the shareholders and other business constituents for their continued support and cooperation.

By order of the Board of Directors For Oswal Yarns Ltd.

Sd/- Place : Ludhiana TEJ PAUL OSWAL Dated : August 20th, 2010 Chairman & Managing Director