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Directors Report of Nahar Capital & Financial Services Ltd.

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting the TENTH ANNUAL REPORT on the affairs of the Company for the financial year ended 31st March, 2015.

FINANCIAL PERFORMANCE

Your Company's financial performance during the year is summarized below:

(Rs.in Lacs) Particulars Current Year Previous Year

Profit before Tax 2348.36 2693.12

Less: Provision for Taxation 418.00 495.00

Profit after Tax 1930.36 2198.12

Add: Surplus of last year 57.79 93.55

brought forward 1988.15 2291.67

APPROPRIATION

Proposed Dividend 251.19 251.19

Tax on Distributed Profits 51.14 42.69

Statutory Reserve Fund 386.00 440.00

Income Tax adjustments 20.32 0.00

for prior periods

Transfer to General Reserve 1200.00 1500.00

Surplus carried to Balance Sheet 79.50 57.79

1988.15 2291.67

FINANCIAL PERFORMANCE REVIEW AND STATE OF AFFAIRS

We would like to inform you as per the disclosure requirements of Accounting Standard AS-17 issued by the Institute of Chartered Accountants of India, Company's activities can be classified under two Segments namely Investment/Financial Activity and Real Estate Activity. Before reviewing overall performance of the company, we would like to brief you regarding the working performance of each segment, which is as under:-

Investment/Financial Segment

The Company's primary business activities are investment activities comprising of (i) Long Term Investment activities i.e. Long Term Securities, Strategic Investments etc. and (ii) Short Term Investment activities i.e. Trading Investment. Besides, the company's business activities also include lending activities. During the year under review, the segment achieved net revenue of Rs. 1707.88 Lacs against Rs.1934.27 Lacs in the previous year and earned the Profit before interest and tax of Rs. 1726.67 Lacs against Rs. 1830.26 Lacs in the previous year.

Real Estate Segment

During the year under review, the Real Estate Segment achieved net revenue of Rs. 848.82 Lacs as against Rs. 1018.59 Lacs in the previous year. Likewise, it earned a profit before interest and tax of Rs. 827.61 Lacs as against Rs. 989.01 Lacs in the previous period.

Overall Performance

From the above, it is apparent that the Company has performed reasonably during the year ended 31st March, 2015. The Company earned operating/other income of Rs. 2556.70 Lacs as against Rs. 2952.86 Lacs in the previous year. It earned a profit befored tax of Rs. 2348.36 Lacs as against Rs. 2693.12 Lacs in the previous year. After providing provision for taxation of Rs. 418.00 Lacs, it earned a net profit of Rs. 1930.36 Lacs for the year ended 31.03.2015.

TRANSFER TO RESERVE

After appropriation of Profits as detailed herein above, an amount of Rs. 386 Lacs has been transferred to Statutory Reserve Fund and Rs. 1200 Lacs has been transferred to General Reserve thereby increasing the Company's Reserves to Rs. 489.69 Crores as on March 31, 2015.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 30% i.e. of Rs. 1.50/- per Equity Share of Rs. 5/- each for the year 2014-15 amounting to Rs. 2.51 Crores.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 11th September, 2015 or Register of Beneficial Owners, maintained by the Depositories as at the close of 11th September, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, the Company has transferred an amount of Rs. 6,89,267.00 (Rupees Six Lakhs Eighty Nine Thousand Two Hundred and Sixty Seven only) being the amount of unclaimed dividend for the year 2006-07 to the Investor Education and Protection Fund. Further, unpaid dividend for the year 2007-08 shall be transferred to Investor Education and Protection Fund pursuant to Section 205C of the Companies Act, 1956 in January, 2016.

DECLARATION UNDER SECTION 149(6)

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the Rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Article 117 of the Articles of Association of the Company, Sh. Dinesh Gogna (DIN 00498670) and Sh. Satish Kumar Sharma (DIN 00402712), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board has recommended their re-appointment to the members of the Company at the ensuing Annual General Meeting. During the year under review, the Members approved the appointment of Dr. (Mrs.) H.K. Bal, Dr. Y.P. Sachdeva, Dr. A.S. Sohi, Prof. K.S. Maini and Dr. S.K. Singla as Independent Directors not liable to retire by rotation. The Board approved the inclusion of Sh. Dinesh Oswal, Managing Director under the category of Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013. The Board also appointed Mr. H.R. Kapoor, who is a qualified Chartered Accountant, having Membership No. 85015 of the Institute of Chartered Accountants of India as Chief Financial Officer and Mrs. Anjali Modgil, who is a qualified Company Secretary having Membership No. A27089 of the Institute of Company Secretaries of India, as Company Secretary of the Company under the category of Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013. Ms. Nidhi Khande, Company Secretary of the Company, resigned during the year under review.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out a formal annual performance evaluation of its own performance and that of its Committees and individual Directors as per the criteria laid down by the Nomination and Remuneration Committee of the Company.

The Board evaluation was carried out through structured evaluation process by all the Directors. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, bahaviour, leadership qualities, level of engagement and contribution, independence of judgement, decision making ability for safeguarding the interest of the Company and its stakeholders etc. The performance evaluation of the Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and the results thereof.

APPOINTMENT AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under Section 178(3) of the Companies Act, 2013. The Appointment and Remuneration Policy of the Company is annexed hereto as Annexure-I and form part of this Report.

BOARD MEETINGS

During the year under review, the Board of Directors of the Company met four times i.e. 29th May, 2014, 11th August, 2014, 12th November, 2014 and 3rd February, 2015 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors met on 15th December,

2014, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting. At the Meeting, they –

I. Reviewed the performance of Non-Independent Directors

and the Board as a whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors;

iii. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and

reasonably perform their duties.

FAMILIARISATION PROGRAMS FOR BOARD MEMBERS

The Company, at the time of appointing a Director, issues a formal letter of appointment which, inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All the Independent Directors are provided with all the Policies/Guidelines as framed by the Company under various statutes and Listing Agreement to familiarize with Company's procedure and practices. Further, to update them on a regular basis, the Company provides copies of all the amendments in Corporate Laws, Corporate Governance Rules and Listing Agreement. The details of Company's Policy on Familiarization Programs for Independent Directors are posted on the website of the Company and can be accessed at : www.owmnahar.com/nahar_cf/pdf/FAMILIARIZATION.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, only two transactions were entered into with Group Companies/Associate Companies as given in the Note 21 to the Financial Statements which was on an arm's length basis and in the ordinary course of business. No any contract or arrangement was entered into with the Related Parties as per Section 188(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement during the financial year ended 31st March, 2015. Thus the requirement for disclosure of particulars of contracts or arrangement with related parties referred to in Section 188(1) is not applicable to the Company.

However, as per the policy of the Company all the Transactions with Group / Associate Companies are entered on arm's length basis and in the ordinary course of business. All transactions with the Group/Associate Companies are placed before the Audit Committee as well as before the Board, for their approval and information.

We would like to inform you that during the year, no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict of interest with the Company at large.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 8.31 Crores. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 8, 9, 10, 12 and 20(ii)(d) to the Financial Statements. The Company being a Non Banking Financial Company registered under Chapter IIIB of the Reserve Bank of India Act, 1934, thus the provisions of Section 186 (except Sub Section 1) of the Companies Act, 2013 in respect of lending and investment activities, are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Board in its Meeting held on 29th May, 2014 constituted the Corporate Social Responsibility Committee (hereinafter referred to as CSR Committee) comprising of three Directors namely; Sh. Dinesh Oswal, as Chairman, Dr. S.K. Singla and Sh. Dinesh Gogna, as members. The term of reference of CSR Committee are:-

1. To formulate and recommend the Board a CSR Policy which shall indicate the activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

2. To recommend the amount of expenditure to be incurred on the CSR activities.

3. To monitor the Company's CSR Policy and implementation of CSR projects from time to time.

The CSR Committee formulated CSR Policy and recommended to the Board to undertake CSR activities in collaboration with Group Companies under one umbrella i.e. through Oswal Foundation, which is a Registered Society formed in 2006, having its charitable objects in various fields. The Company has started contributing the sum for the expenditure to be incurred by Oswal Foundation for CSR activities. The Oswal Foundation is undertaking the project to 'maintain the quality of soil and water' on Sidhwan Canal, Ludhiana. Besides, the said Foundation has also adopted two Government Schools situated in Ludhiana District for 'promoting education'. The Company's CSR Policy is available on its website i.e. www.owmnahar.com. The disclosure relating to the CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto as "Annexure II" and form part of this Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2013, the Company established a Vigil Mechanism process as an extension of Company's Code of Conduct whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the Compliance Officer or members of the Audit Committee about unethical behaviour, actual or suspected, fraud or violation of Company's Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimisation of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Company's Website. The Company has a dedicated e-mail address i.e. whistleblowerncfsl@owmnahar.com for reporting the genuine concerns.

The Audit Committee regularly reviews the working of the Mechanism. No complaint was received during the year under review.

CREDIT RATING

Your Directors are pleased to inform that M/s. ICRA Limited has reaffirmed A1 (pronounced "A One") Credit Rating to the proposed Short Term Debt / Commercial Paper Programme of the Company for Rs. 25 Crores. This is very strong credit quality rating by the ICRA to the Short Term Debt / Commercial Paper and it reflects the company's financial discipline and prudence.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary and joint venture company. No Company has become or ceased to be the Associate Company of the Company during the year under review.

CONSOLIDATED FINANCIAL STATEMENT

As per Companies Act, 2013, the Company has three Associate Companies viz. Nahar Spinning Mills Ltd., Nahar Industrial Enterprises Ltd. and Nahar Poly Films Ltd. as defined under Companies Act, 2013. Since the Company is not having any

subsidiary and joint venture Company, thus, the Company is not required to consolidate the financial statements for the financial year ended 31st March, 2015 as per Ministry of Corporate Affairs (MCA) Notification No. G.S.R. 723(E) dated 14/10/2014.

However, a report on the performance and financial position of each of the Associate Companies as per the Companies Act, 2013 in the Form AOC-1 is annexed to the Financial Statements for the year ended 31.03.2015.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the Company may send financial statements and other documents by electronic mode to its members. Your Company has decided to join the MCA in its environmental friendly initiative.

Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e- mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c. or send the same to the Company via e-mail at secncfs@owmnahar.com or gredressalncfsl@owmnahar.com. We solicit your valuable co- operation and support in our endeavor to contribute our bit to the environment.

LISTING OF SECURITIES

The securities of the Company are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd., 25th Floor Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.

2. The National Stock Exchange of India Ltd., Exchange Plaza, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai-400051.

The Company has paid listing fee to both the Stock Exchanges for the financial year 2015-16.

DEMATERIALISATION OF SHARES

Your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31st March, 2015, 97.09% of the total Equity Share Capital of the Company has been dematerialized. The shareholders, who have not gone for dematerialization of the shares till date, are requested to opt for dematerialization of the shares at the earliest. Further as per SEBI circular no. D & CC/FITTC/CIR-15/2002 dated 27th December, 2002; Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communication in respect of share transfer, demat/remat, change of address etc. to our Registrar at below mentioned address :

M/s. Alankit Assignments Ltd (Unit : Nahar Capital and Financial Services Ltd) Alankit House, 2E/21, Jhandelwalan Extension NEW DELHI-110055 Telephone No : (011)23541234 Fax No. : (011)41540064 E-mail Address : rta@alankit.com

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, Company has already constituted an Audit Committee consisting of three Non-executive Directors under the Chairmanship of Prof. K.S. Maini, Dr. S K Singla and Sh. S.K. Sharma as members. Mrs. Anjali Modgil is the Secretary of the Committee. The Committee held four meetings during the year under review.

RISK MANAGEMENT

The Company being essentially an Investment Company, its main sources of income is dividend/income receivable on investments in Equity Shares/Debentures/Bonds and Mutual Funds. The financial business is always prone to risks of capital market fluctuations and economic cycle. To monitor and manage the risk associated with the investment business the Company has already developed and implemented a Risk Management Policy for the Company including therein identification and risk mitigation measures. The Policy is also posted on Company's website i.e. owmnahar.com. Further, the Company has also constituted Risk Management Committee pursuant to the RBI Circular No. DNBS (PD) CC No. 156 / 03.10.001 / 2009-10 dated July 1, 2009. The Committee comprises of three non-executive directors under the Chairmanship of Prof. K. S. Maini, Sh. Dinesh Gogna and Dr. S.K. Singla, as members. The main term of reference of the Committee is to review and monitor the risk associated with Company's business and suggest measures for mitigation of the same as per Company's Risk Management Policy. The Risk Management Committee met four times during the financial year under review.

ASSET LIABILITY MANAGEMENT COMMITTEE

The Company has already constituted the Asset Liability Management Committee pursuant to the RBI Circular No. DNBS (PD) CC No. 15/02.01/2000-2001 dated June 27, 2001 to monitor the Asset Liability Mismatch in the books of accounts of the company. The Committee comprises of Sh. Dinesh Oswal as Chairman, Sh. S.K Sharma and Prof. K.S. Maini as the members of the Committee. The Asset Liability Management Committee met two times during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirely requirements of the Companies Act, 2013.

The Directors confirm:

I) that in preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures;

ii) that they had selected such accounting policies and applied them consistently and made judgements 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;

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

iv) that they had prepared the Annual Accounts on a going concern basis;

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

vi) 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.

AUDITORS AND AUDITORS' INDEPENDENT REPORT Statutory Auditors : The members at the Annual General Meeting held on 30th September, 2014, appointed M/s. Gupta Vigg and Co., Chartered Accountants (Firm Registration No. 001393N) as Statutory Auditors of the Company to hold office till the conclusion of 10th Annual General Meeting of the Company. Their period of office will expire at the ensuing Annual General Meeting. They have expressed their willingness for re- appointment as Auditors of the Company and has given a written consent / certificate regarding eligibility for their reappointment as Statutory Auditors in accordance with the Rule 4 of the Companies (Audit and Auditors) Rule, 2014 read with the provisions of Section 139 of the Companies Act, 2013. The Board on the recommendation of the Audit Committee has proposed the appointment of M/s. Gupta Vigg & Co., as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. Audit Report : The Statutory Auditors have submitted the Audit Report on the Financial Statements of the Company for the accounting year ended 31st March, 2015. The observations and comments given by Auditors in their Report read together with the Notes to the Accounts are self explanatory and require no comments.

Secretarial Auditor : The Board pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla and Associates, a Practicing Company Secretaries, having Membership No. 2585 to conduct the Secretarial Audit of the Company for the financial year 2014-15. M/s. P.S. Bathla and Associates, Practicing Company Secretaries have carried out the Secretarial Audit for the financial year ended March 31, 2015 and submitted their Secretarial Audit Report in the Form No. MR-3 which is annexed hereto as Annexure III and form part of this Report. The Report is self explanatory and requires no comments.

INTERNAL FINANCIAL CONTROL AND SYSTEM

The Company is maintaining an efficient and effective system of Internal Financial Control for the facilitation of speedy and accurate compilation of financial statements. The Company's internal financial control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The company's Internal Financial Control System commensurate with the nature of its business and the size of its operations. In order to further strengthen the Internal control system and to automate the various processes of the business, company is making use of Enterprises Resource Planning (ERP). The Asset Liability Management (ALM) concerned with the effective risk management in various Portfolios is also framed by the Company.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed a firm of Chartered Accountants as Internal Auditor of the Company. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems. Apart from this, an Audit Committee consisting of three non executive directors has been constituted. All the significant audit observation and follow up action thereon are taken care of by the Audit Committee. The Committee oversee the adequacy of Internal Control. The Audit Committee met four times during the financial year under review. The Company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company pursuant to Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2014-15 in the Form MGT-9 is annexed herewith as Annexure IV and form part of this Report.

PUBLIC DEPOSITS

The Company is registered as Non-deposit taking Non-Banking Financial Company with RBI. The Company has not accepted any Public Deposit within the meaning of Section 73, of the Companies Act, 2013 and the Rules made there under. There is no outstanding/unclaimed deposit from the public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:- (I) Deposits accepted during the year: Nil (ii) Deposits remained unpaid or unclaimed as at the end of the year: Nil As the Company has not accepted any Public Deposit, the information regarding default in repayment of deposits and deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure V and form part of this Report. Further during the year under review, no employee of the Company was in receipt of remuneration exceeding the limits as provided under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules 2014, are not applicable, as the company is a Non-Banking Financial Company.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. The Company has constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is attached herewith as Annexure VI and form part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under the Clause 49 of the Listing Agreement with the Stock Exchanges in India is enclosed as per Annexure-VII and form part of this Report.

INDUSTRIAL RELATIONS

The Industrial Relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their gratitude and appreciation to all workers, staff members and executives for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co- operation and confidence in the management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LAL OSWAL

DATED: 05.08.2015 (CHAIRMAN)

(DIN : 00463866)


Mar 31, 2014

Dear Members,

The Directors have immense pleasure in presenting the NINTH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2014.

(Rs. in Lacs)

Particulars Current Year Previous Year

Profit before Tax 2693. 12 2108. 91

Less: Provision 495. 00 380. 00 for Taxation Profit after Tax 2198. 12 1728. 91

Add: Surplus of last year brought forward 93. 55 254. 52

2291. 67 1983. 43

APPROPRIATION

Proposed Dividend 251. 19 251. 19 Tax on 42. 69 42. 69 Distributed Profits

Statutory 440. 00 346. 00 Reserve Fund Income Tax s 0. 00 0. 00 adjustment

For prior periods

Transfer to 1500. 00 1250. 00 General Reserve

Surplus carried 57. 79 93. 55 to Balance Sheet 2291. 67 1983. 43

PERFORMANCE REVIEW

We would like to inform you as per the disclosure requirements of Accounting Standard AS-17 issued by the Institute of Chartered Accountants of India, Company''s activities can be classified under two Segments namely Investment/Financial Activity and Real Estate Activity. Before reviewing overall performance of the company, we would like to brief you regarding the working performance of each segment, which is as under:-

INVESTMENT/FINANCIAL SEGMENT

The Company''s primary business activities are investment activities comprising of (1) Long Term Investment activities i.e. Long Term Securities, Strategic Investments etc. and (2) Short Term Investment activities i.e. Trading Investment. Besides, the company''s business activities also include lending activities. During the year under review, the segment achieved net revenue of Rs. 1934.27 Lacs showing an impressive increase of 19.70% over the previous year. Likewise, the Profit before interest and tax of Rs. 1830.26 Lacs has also shown an increase of 20.73% over the previous year.

REAL ESTATE SEGMENT

We are glad to inform you that the Real Estate Segment performed exceedingly well during the year under review. The segment achieved net revenue of Rs.1018.59 Lacs showing an increase of 50% over previous period. Likewise, it earned a profit before interest and tax of Rs. 989.01 Lacs showing an impressive increase of 49.18% over previous period.

OVERALL PERFORMANCE

From the above, it is apparent that Company''s overall performance has been excellent on all parameters during the year ended 31st March, 2014. The Company earned operating/other income of Rs. 2952.86 Lacs as against Rs. 2295.02 Lacs in the previous year.

On profitability front too, the Company substantially improved its performance and earned a profit before tax Rs. 2693.12 Lacs has shown an impressive increase of 27.70% over the previous year. After providing provision for taxation of Rs. 495.00 Lacs, it earned a net profit of Rs.2198.12 Lacs.

After appropriation of Profits as detailed herein above, an amount of Rs. 1500 Lacs has been transferred to General Reserve thereby increasing the Reserve to Rs. 473.61 Crores as on March 31, 2014.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 30% i.e. of Rs. 1.50/- per Equity Share of Rs. 5/- each for the year 2013-14.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members 15th September, 2014 or Register of Beneficial Owners, maintained by the Depositories as at the close of 13th September, 2014.

DIRECTORS

Pursuant to Article 112 of the Articles of Association of the Company, Sh. Jawahar Lal Oswal and Sh. Kamal Oswal, will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Pursuant to section 149, 152 read with Schedule IV of the Companies Act, 2013 and Clause 49 of the listing Agreement Dr.(Mrs.) H.K. Bal, Prof. K.S. Maini, Dr. Suresh Kumar Singla, Dr. Amrik Singh Sohi, Dr. Yash Paul Sachdeva, Directors of the Company, who were appointed as directors liable to retire by rotation are proposed to be appointed as Independent Directors for fixed term of three years upto the conclusion of 12th Annual General Meeting in the calendar year 2017. The resolutions for their appointment have been proposed in the accompanying Notice.

In terms of Clause 49 of the Listing Agreement entered with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

CREDIT RATING

We are pleased to inform that M/s. ICRA Limited has assigned A1 (pronounced "A One") Credit Rating to the proposed Short Term Debt / Commercial Paper Programme of the Company for Rs.25 Crores. This is the highest credit quality rating by the ICRA to the Short Term Debt / Commercial Paper and it reflects the company''s financial discipline and prudence.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the Company may send financial statements and other documents by electronic mode to its members. Your Company has decided to join the MCA in its environmental friendly initiative.

Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c. or send the same to the Company via e-mail at secncfs@owmnahar.com or gredressalncfsl@owmnahar.com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

LISTING OF SECURITIES

The securities of the Company are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd., 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001.

2. The National Stock Exchange of India Ltd., Exchange Plaza, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai-400051.

The Company has paid listing fee to both the Stock Exchanges for the financial year 2014-2015.

DEMATERIALISATION OF SHARES

Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31st March, 2014, 96.89% of the total Equity Share Capital of the Company has been dematerialized. The shareholders, who have not gone for dematerialization of the shares till date, are requested to opt for dematerialization of the shares at the earliest.

Further as per SEBI circular no. D & CC/FITTC/CIR- 15/2002 dated 27th December, 2002; Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communication in respect of share transfer, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s. Alankit Assignments Ltd.

(Unit Nahar Capital and Financial Services Ltd) Alankit House, 2E/21, Jhandelwalan Extension NEW DELHI-110055

Telephone No : (011)23541234

Fax No. : (011)41540064

E-mail Address : rta@alankit.com

In case any query/complaint remains unresolved with our Registrar please write to Compliance Officer at the registered office of the Company.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, Company has already constituted an Audit Committee consisting of three Non-executive Directors under the Chairmanship of Prof. K.S. Maini, Dr. S K Singla and Sh. S.K. Sharma as members. The Committee held four meetings during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013, your Board of Directors in its meeting held on 29th May, 2014 has constituted Corporate Social Responsibility Committee consisting of Sh. Dinesh Oswal, Managing Director as Chairman, Dr. S.K. Singla and Sh. Dinesh Gogna, as members. The Committee has been constituted to:-

1. Formulate and recommend the Board a CSR Policy which shall indicate the activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

2. Recommend the amount of expenditure to be incurred on the CSR activities.

3. Monitor the Company''s CSR Policy and implementation of CSR projects from time to time.

RISK MANAGEMENT COMMITTEE

The Company being essentially an Investment Company, its main sources of income is dividend/income receivable on investments in Equity Shares/Debentures/Bonds/deposits made and held by it in other companies and Mutual Funds. The financial business is always prone to risks of capital market fluctuations and economic cycle.

To monitor and manage the risk associated with the investment business and to review the risk management policy of the company, the Company has already constituted Risk Management Committee pursuant to the RBI Circular No. DNBS (PD) CC No. 156 / 03.10.001 / 2009-10 dated July 1, 2009. The Committee comprising of three non-executive directors under the Chairmanship of Prof. K.S Maini, Sh. Dinesh Gogna and Dr. S.K.Singla, as members. The Risk Management Committee met four times during the financial year under review.

ASSET LIABILITY MANAGEMENT COMMITTEE

The Company has already constituted the Asset Liability Management Committee pursuant to the RBI Circular No. DNBS (PD) CC No. 15/02.01/2000-2001 dated June 27, 2001 to monitor the Asset Liability Mismatch in the books of accounts of the company. The Committee comprises of Sh. Dinesh Oswal as Chairman, Sh. S.K Sharma and Prof. K.S Maini as the members of the committee. The Asset Liability Committee met two times during the financial year under review.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. The Company has constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is attached herewith as Annexure II.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirely requirements of the Companies Act, 1956. The Directors confirm:

i) that in preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures;

ii) that they had selected such accounting policies applied them consistently and made judgements 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;

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

iv) that they had prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS'' INDEPENDENT REPORT

The Statutory Auditors, M/s. Gupta Vigg & Co., Chartered Accountants (Registration No. 001393N), has been working as the Statutory Auditors of the Company since 2006. As per the provisions of Section 139 of the Companies Act, 2013, no listed company shall appoint or re-appoint an audit firm as Auditor for more than two terms of five consecutive years. The proviso to Section 139(2) of the Companies Act, 2013 provides that every company existing on or before the commencement of this Act, which is required to comply with the provisions of above said section shall comply with the requirements of abovesaid section within three years from the date of commencement of the Companies Act, 2013.

M/s. Gupta Vigg & Co., being eligible offered themeselves for re-appointment. The Board of Directors based on the recommendation of the Audit Committee has proposed the appointment of M/s. Gupta Vigg & Co., as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The Company has obtained from Auditors a written consent and a certificate as required under Section 139 of the Companies Act, 2013 to the effect that their reappointment, if made, would be within the limits and in accordance with the conditions specified under section 141(3)(g) of the Companies Act, 2013.

The observations and comments given by Auditors in their Report read together with the Notes to the Accounts are self explanatory hence do not call for any further comments.

PUBLIC DEPOSITS

The Company is registered as Non-Deposit Taking Non- Banking Financial Company with RBI. The Company has not accepted any Public Deposit. There is no outstanding/unclaimed deposit from the public. INVESTOR EDUCATION AND PROTECTION FUND Pursuant to Section 205-C of the Companies Act, 1956, the company shall transfer the unpaid dividend for the year 2006-07 to Investor Education and Protection Fund in November, 2014.

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is enclosed as per Annexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, are not applicable, as the company is a Non- Banking Financial Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under the clause 49 of the listing agreement with the Stock Exchanges in India is enclosed as per Annexure-III and forms the part of this Report.

INDUSTRIAL RELATIONS

The Industrial Relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their gratitude and appreciation to all workers, staff members and executives for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LAL OSWAL DATED: 11TH AUGUST, 2014 CHAIRMAN


Mar 31, 2013

Dear Members,

The Directors have immense pleasure in presenting the EIGHTH ANNUAL REPORT on the affairs of the Company for the year ended 31 st March, 2013.

FINANCIAL PERFORMANCE

Your Company''s financial performance during the year is summarized below:

(Rs. in Lacs)

Particulars Current Year Previous Year

Profit before Tax 2108.91 1844.26

Less: Provision for Taxation 380.00 254.00

Profit after Tax 1728.91 1590.26

Add: Surplus of last year 254.52 292.85

brought forward 1983.43 1883.11

APPROPRIATION

Proposed Dividend 251.19 251.19

Tax on Distributed Profits 40.75 40.75

Statutory Reserve Fund 346.00 318.10

Income Tax adjustments 0.00 18.55

for prior periods

Transfer to General Reserve 1250.00 1000.00

Surplus carried to Balance Sheet 93.55 254.52

1983.43 1883.11

PERFORMANCE REVIEW

We would like to inform you as per the disclosure requirements of Accounting Standard AS17 issued by the Institute of Chartered Accountants of India, Company''s activities can be classified under two Segments namely Investment/Financial Activity and Real Estate Activity. Before reviewing overall performance of the company, we would like to brief you regarding the working performance of each segment, whichisasunder:-

INVESTMENT/FINANCIAL SEGMENT

The Company''s primary business activities are investment activities comprising of long Term investment activities i.e. Long Term Capital and strategic Investments and Short Term Investment activities i.e. Trading Investment. Besides, the company''s business activities also include lending activities. The Company makes investments in Primary and Secondary Market directly as well as through, Mutual Funds and Portfolio Management Services etc. During the year under review the Company achieved net revenue of f 1615.96 Lacs as against Rs.2029.72 Lacs in the previous year and Profit before interest and tax of f1375.88 Lacs as against Rs.1773.72 Lacs in the previous year.

REAL ESTATE SEGMENT

During the year under reviewthe Company diversified its activities into Real Estate Segment. The Company has started real estate activity in Chennai through a local developer, wherein all requisite permissions have been taken. The construction work has started. Part of developed property has been booked for sale and some payments have also realized.

We are glad to inform you that the real estate segment achieved net revenue of Rs.679.06 Lacs and also improved its financial performance and earned a profit before interest and tax of Rs.662.98 Lacs.

OVERALL PERFORMANCE

From the above, it is apparent that during the year under review, company has marginally improved its performance, despite volatile financial scenario due to increased lending operations, higher exposure to debt and gold instruments etc. It earned operating/other income of Rs.2295.02 Lacs as against Rs.2029.72 Lacs in the previous year. This increase was due to an increase in revenue from the Real Estate segment which was started by the company during the year. The Company''s pre tax profit of Rs. 2108.91 Lacs has shown an impressive increase of 14.35% over the previous year. After providing Rs. 380.00 Lacs towards the income tax provision, the Company earned a Net Profit of Rs. 1728.91 Lacs.

After appropriation of Profits as detailed herein above, an amount of Rs. 1250 Lacs transferred to General Reserve thereby increasing the Reserve to Rs. 454.57 Crores as on March 31,2013.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 30% i.e. of Rs. 1.50/- per Equity Share of Rs. 5/- each for the year 2012-13.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 30th September 2013 or Register of Beneficial Owners, maintained by the Depositories as at the close of 21 st September 2013.

DIRECTORS

Dr. Om Prakash Sahni who was a Director of the Company since 2007, left for heavenly abode on 24th October, 2012. To fill the vacancy caused by death of Dr. Om Prakash Sahni, Dr. Amrik Singh Sohi was appointed as an Additional Director on 29th October, 2012. His period of office shall be expiring at the ensuing Meeting,The Board recommends his appointment as Director liable to retire by rotation and the necessary resolution is being proposed for your approval in accompanying Notice of the Annual General Meeting. Pursuant to Article 112 of the Articles of Association of the Company Sh. S.K.Sharma, Dr. Suresh Kumar Singla and Dr. Mrs. Harbhajan Kaur Bal will be retiring by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. In terms of clause 49 of the Listing Agreement entered with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

CREDIT RATING

We are pleased to inform that M/s. ICRA Limited has assigned A1 (pronounced "A One") Credit Rating to the proposed Short Term Debt / Commercial Paper Programme of the Company for Rs.25 Crores. This is the highest credit quality rating by the ICRA to the Short Term Debt / Commercial Paper and it reflects the company''s financial discipline and prudence.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Your Company has decided to join the MCA in its environmental friendly initiative.

Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/ update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c. or send the same to the Company via e-mail at secncfs@owmnahar.com or gredressalncfsl@owmnahar.com. We solicit your valuable co-operation and support in our endeavor to contributeourbittothe environment.

LISTING OF SECURITIES

The securities of the Company are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd., 25th Floor Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai- 400001.

2. The National Stock Exchange of India Ltd., Exchange Plaza, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai-400051.

The Company has paid listing fee to both the Stock Exchanges for the financial year 2013-2014.

DEMATERIALISATION OF SHARES

Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31 st March, 2013, 96.79% of the Share Capital has been dematerialized by the members of the Company. The Shareholders, who have not gone for dematerialization of the shares till date, are requested to opt for dematerialization of the shares at the earliest.

Further as per SEBI circular no. D & CC/FITTC/CIR- 15/2002 dated 27th December, 2002; Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communication in respect of share transfer, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s. Alankit Assignments Ltd.

(Unit Nahar Capital and Financial Services Ltd)

Alankit House,

2E/21,Jhandelwalan Extension

NEWDELHI-110055

Telephone No : (011)23541234

Fax No. : (011)41540064

E-mail Address : rta@alankit.com

In case any query/complaint remains unresolved with our Registrar please write to Compliance Officer at the registered office of the Company.

AUDIT COMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, Company constituted an Audit Committee consisting of three Non-executive Directors under the Chairmanship of Prof. K.S. Maini, Dr. O.P Sahni and Sh. S.K. Sharma as members. With the sad demise of Dr. O.P.Sahni, Sh. S.K.Singla has been appointed as member of Audit Committee as on 29th October, 2012 The Committee held four meetings during the year under review.

RISK MANAGEMENT COMMITTEE

The Company being essentially an Investment Company, its main sources of income is dividend/income receivable on investments in Equity Shares/Debentures/Bonds/deposits made and held by it in other companies and Mutual Funds. The financial business is always prone to risks of capital market fluctuations and economic cycle.

To monitor and manage the risk associated with the investment business and to review the risk management policy of the company. The Company has already constituted Risk Management Committee comprising of three non-executive directors under the Chairmanship of Prof. K.S Maini, Sh. Dinesh Gogna and Dr. O.P Sahni as members. The vacation ceased by the sad demise of Dr. O.P.Sahni was filled up with the appointment of Sh. SK.Singla as member of the Committee on 29th October, 2013. The Risk Management Committee met four times during the financial year under review.

ASSET LIABILITY MANAGEMENT COMMITTEE

The Company has already constituted the Asset Liability Management Committee pursuant to the RBI Circular No. DNBS(PD)CC No. 15/02.01/2000-2001 dated June 27, 2001 to monitor the Asset Liability Mismatch in the books of accounts of the company. The Committee comprises of Sh. Dinesh Oswal as Chairman, Sh. S.K Sharma and Prof. K.S Maini as the members of the committee. The Asset Liability Committee met two times during the financial year under review.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. The Company has constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements fortheyear under review, confirm in theirentirely requirements of the Companies Act, 1956. The Directors confirm:

I) that in preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures;

ii) that they had selected such accounting policies applied them consistently and made judgements 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;

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

iv) that they had prepared the Annual Accounts on a going concern basis.

AUDITORS AND INDEPENDENT AUDITOR''S REPORT

M/s. Gupta Vigg & Co., the Auditors of the Company, shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained from Auditors, a certificate as required under section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section. The Audit Committee has recommended their re-appointment.

The Audit Report of the auditors is self explanatory and do not require any explanation from the Board u/s.217 of the Companies Act, 1956. PUBLIC DEPOSITS

The Company is registered as Non-deposit taking Non- Banking Financial Company with RBI. The Company has not accepted any Public Deposit within the meaning of Section 58-A, of the Companies Act, 1956 and the rules made there under. There is no outstanding/ unclaimed deposit from the public.

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is enclosed as per Annexure-l.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNING

ANDOUTGO

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, are not applicable, as the company is a Non- Banking Financial Company.

INDUSTRIAL RELATIONS

The Industrial Relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels. ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their gratitude and appreciation to all workers, staff members and executives for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the Company.



FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LAL OSWAL

DATED: 30th July, 2013 (CHAIRMAN)


Mar 31, 2012

Dear Members,

The Directors have immense pleasure in presenting the SEVENTH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

Your Company's financial performance during the year is summarized below:

(Rs. in Lacs)

Particulars Current Year Previous Year

Profit before Tax 1844.26 1765.20

Less: Provision for Taxation 254.00 245.00

Profit after Tax 1590.26 1520.20

Add: Surplus of last year 292.85 282.91

brought forward

1883.11 1803.11

APPROPRIATION

Proposed Dividend 251.19 251.19

Tax on Distributed Profits 40.75 40.75

Statutory Reserve Fund 318.10 301.00

Income Tax adjustments 18.55 17.32

for prior periods

Transfer to General Reserve 1000.00 900.00

Surplus carried to Balance Sheet 254.52 292.85

1883.11 1803.11

PERFORMANCE REVIEW

In-spite of difficult Economic Scenario, your Company has been able to maintain its performance during the year under review. It earned operating/other income of Rs.2029.72 Lacs as against Rs. 1972.72 Lacs in the previous year. The Company's pre tax profit of Rs.1844.26 Lacs has shown an increase of 4.48% over the previous year. The Company earned a Net Profit of Rs. 1590.26 Lacs.

After the appropriations as detailed herein above, an amount of Rs.1000 Lacs transferred to General Reserve thereby increasing the Reserve to Rs. 44021.60 Lacs as on March 31, 2012.

Your Company's performance is slightly improved despite the volatile financial scenario due to increased lending operations, higher exposure to debt and gold instruments etc. During the year, company has taken exposure in new Real Estate business by way of Joint Venture with reputed developer in Chennai. For that, Land has been procured necessary approvals are almost completed and soft launch for selling of residential units is started.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 30% i.e. of Rs. 1.50/- per Equity Share of Rs. 5/- each for the year 2011-12.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 29th September 2012 or Register of Beneficial Owners, maintained by the Depositories as at the close of 20th September 2012.

DIRECTORS

Pursuant to Article 112 of the Articles of Association of the Company Sh. Jawahar Lal Oswal, Sh. Kamal Oswal, Sh. Dinesh Gogna and Dr. Om Parkash Sahni will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

In terms of clause 49 of the Listing Agreement entered with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

CREDIT RATING

We are pleased to inform that M/s. ICRA Limited has re- affirmed A1 (pronounced "A One") Credit Rating to the proposed Short Term Debt / Commercial Paper Programme of the Company for Rs.25 Crores. This is the highest Credit quality rating by the ICRA to the short term Debt/ Commercial Paper and it reflects the Company's financial discipline and prudence.

SEGMENT REPORTING

The disclosure requirement of Accounting Standard -17 (AS-17), issued by the Institute of Chartered of India (ICAI) are not applicable to the Company as the main business activities of Company falls under single segment namely 'Investment Activities' which comprise of (i) Investment Portfolio consisting of securities held as Capital Assets and (ii) Trading Portfolio consisting of securities held as stock in trade.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Your Company has decided to join the MCA in its environmental friendly initiative.

Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c. or send the same to the Company via e-mail at secncfs@owmnahar.com or gredressalncfsl@owmnahar.com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

LISTING OF SECURITIES

The securities of the Company are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.

The Company has paid listing fee to both the Stock Exchanges for the financial year 2012-2013. DEMATERIALISATION OF SHARES Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31st March, 2012, 96.61% of the Share Capital has been dematerialized by the members of the Company. The Shareholders, who have not gone for dematerialization of the shares till date, are requested to opt for dematerialization of the shares at the earliest.

Further as per SEBI circular No. D & CC/FITTC/CIR- 15/2002 dated 27th December, 2002, Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communication in respect of share transfer, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s. Alankit Assignments Ltd

(Unit Nahar Capital and Financial Services Ltd)

Alankit House,

2E/21, Jhandelwalan Extension NEW DELHI-110055 Telephone No : (011)23541234 Fax No. : (011)41540064

E-mail Address : rta@alankit.com

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the registered office of the Company.

AUDIT COMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, Company has already constituted Audit Committee consisting of three Non-executive Directors under the Chairmanship of Prof. K.S. Maini, Dr. O.P Sahni and Sh. S.K. Sharma as members. The Committee held four meetings during the year under review.

RISK MANAGEMENT COMMITTEE

The Company being essentially an Investment Company, its main sources of income is dividend/income receivable on investments in Equity Shares/Debentures/Bonds/deposits made and held by it in other companies and Mutual Funds. The financial business is always prone to risks of capital market fluctuations and economic cycle.

To monitor and manage the risk associated with the investment business and to review the risk management policy of the company, the Company has already constituted Risk Management Committee pursuant to the RBI Circular No. DNBS (PD) CC No. 156 / 03.10.001 / 2009-10 dated July 1, 2009. The Committee comprises of three non-executive directors under the Chairmanship of Prof. K.S Maini, Sh. Dinesh Gogna and Dr. O.P Sahni as members. The Risk Management Committee met four times during the financial year under review.

ASSET LIABILITY MANAGEMENT COMMITTEE

The Company has already constituted the Asset Liability Management Committee pursuant to the RBI Circular No. DNBS (PD) CC No. 15/02.01/2000-2001 dated June 27, 2001 to monitor the Asset Liability Mismatch in the books of accounts of the company. The Committee comprises of Sh. Dinesh Oswal as Chairman, Sh. S.K Sharma and Prof. K.S Maini as the members of the committee. The Asset Liability Committee met two times during the financial year under review.

REPORT ON THE CORPORATE GOVERNANCE Your Company continues to follow the principles of good Corporate Governance. The Company has constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is attached herewith. DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirely requirements of the Companies Act, 1956. The Directors confirm:

i) that in preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures;

ii) that they had selected such accounting policies applied them consistently and made judgements 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;

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

iv) that they had prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS' REPORT

M/s. Gupta Vigg & Co., the Auditors of the company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has obtained from

auditors, a certificate as required under section 224(1-B) of the Companies Act, 1956 to effect that their re- appointment, if made, would be within the limits specified in the said section. The Audit committee has recommended their re-appointment.

The Audit report of the auditors is self explanatory and do not require any explanation from the Board u/s. 217 of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company is registered as Non-deposit taking Non- Banking Financial Company with RBI. The Company has not accepted any Public Deposit within the meaning of Section 58-A, of the Companies Act, 1956 and the rules made there under. There is no outstanding/unclaimed deposit from the public. PARTICULARS OF EMPLOYEES The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is enclosed as per Annexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, are not applicable, as the company is a Non- Banking Financial Company.

INDUSTRIAL RELATIONS

The Industrial Relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their gratitude and appreciation to all workers, staff members and executives for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LAL OSWAL

DATED: 28th July, 2012 (CHAIRMAN)


Mar 31, 2011

Dear Members,

The Directors have immense pleasure in presenting the SIXTH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2011.

FINANCIAL PERFORMANCE

Your Company's Financial Performance during the year is summarised below:

(Rs. In lacs)

particulars Current Year Previous Year

Profit before Tax 1765.21 299.58

Add : Adjustment of Income Tax -17.32 1.24

of Earlier Years

Less: Provision for Taxation 245.00 330.00

Profit after Tax 1502.88 1970.82

Surplus of last year 282.91 0.00

brought forward

Profit for appropriation 1785.79 1970.82

APPROPRIATION

Proposed Dividend 251.19 251.19

Tax on Distributed Profits 40.75 41.72

Statutory Reserve Fund 301.00 395.00

Transfer to General Reserve 900.00 1000.00

Surplus carried to Balance Sheet 292.85 282.91

1785.79 1970.82

SEGMENT REPORTING

The disclosure requirement of Accounting Standard -17 (AS-17), issued by the Institute of Chartered Accountant of India (ICAI) are not applicable to the Company as the main business activities of Company falls under single segment namely 'Investment Activities' which comprise of (i) Investment Portfolio consisting of securities held as Capital Assets and (ii) Trading Portfolio consisting of securities held as stock in trade.

FINANCIAL REVIEW

The Company's performance was reasonable during the year under review. It earned operating/other income of Rs. 1972.72 Lacs in current year as against Rs. 2505.11 Lacs in previous year. Because of adverse capital mar- kets and also due to rising interest rate scenario, the profitability of the Company was affected. Accordingly, the Company could earn pre-tax profits of Rs. 1765.21 Lacs as against Rs. 2299.59 Lacs in previous year. After providing tax of Rs. 245.00 Lacs and adjustment of In- come Tax of earlier years, the Company earned a Net Profit of Rs. 1502.88 Lacs.

After appropriations of profits as detailed herein above, an amount of Rs. 900 Lacs transferred to Company's General Reserve thereby increasing the Reserve to Rs. 27624.62 Lacs as on March 31, 2011.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 30% i.e. Rs.1.50/- per Equity Share of Rs. 5/- each for the year 2010-11

The dividend, if approved at the forthcoming Annual Gen- eral Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 20th September, 2011 or Register of Beneficial Owners, main- tained by the Depositories as at the close of 9th Septem- ber, 2011.

DIRECTORS

Sh. Amarjeet Singh, who was a Director of the Company since 2007, left for heavenly abode on 30th May, 2011. To fill the vacancy caused by death of Sh. Amarjeet Singh, Dr. Yash Paul Sachdeva was appointed as an Additional Director on 30th May, 2011 to hold office upto the ensuing Annual General Meeting. The necessary resolution is being proposed for your approval in accompanying No- tice of the Annual General Meeting.

Pursuant to Article 112 of the Articles of Association of the Company, Dr. Suresh Kumar Singla, Dr. (Mrs.) Harbhajan Kaur Bal and Prof. Kanwar Sain Maini will be retiring by rotation at the ensuing Annual General Meeting and be- ing eligible offer themselves for re-appointment.

The period of office of Sh. Dinesh Oswal as Managing Director shall be expiring on 31st December, 2011. As per the recommendations of Remuneration Committee, the Board has approved the re-appointment (subject to the approval of shareholders) as Managing Director for a further period of 5 years commencing from 1st January, 2012. The resolution for his re-appointment has been proposed for your necessary approval in the accompa- nying Notice of the Annual General Meeting.

In terms of Clause 49 of the Listing Agreement entered with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompa- nying Notice of the forthcoming Annual General Meeting.

NEW LINE OF BUSINESS

Your management is proposing to diversify Company's activities into new line of business. Having regard to good business opportunities in Real Estate, your manage- ment is proposing to bring the proposed business of Real Estate as stated under sub clause 22 (a & b) of Clause - III-C of the "Other Objects" to the "Main Objects" of the Memorandum of Association of the Company.

The Special Resolution is being proposed (for your nec- essary approval) in the accompanying Notice of the An- nual General Meeting.

OPEN OFFER

During the year, M/s. Oswal Woollen Mills Limited, Group Company, made an Open Offer under the provisions of Regulation 11(2A) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and subsequent amendments thereto for the acquisition of 20,41,813 fully paid up equity shares of Rs.5 each of the Company representing 12.19% of the total paid up equity share capital. M/s. Oswal Woollen Mills Limited, acquired 12,63,693 equity shares repre- senting 7.54% of the total paid up equity share capital of the Company under the said Open Offer. The required disclosure/compliances have already been made to the SEBI as well as Stock Exchanges in this regard.

CREDIT RATING

We are pleased to inform that M/s. ICRA Limited has assigned A1 (pronounced "A One") Credit Rating to the proposed Short Term Debt / Commercial Paper Programme of the Company for Rs.25 Crores. This is the highest-credit-quality rating by the ICRA to the short terms debt instruments and it reflects the Company's financial discipline and prudence.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Your Company has decided to join the MCA in its environment friendly initiative.

Accordingly, henceforth Company propose to send docu- ments such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of shareholders. To support this green initiative of the Gov- ernment in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c. or send the same to the Company via e-mail at secncfs@owmnahar.com or gredressalncfsl@owmnahar.com. We solicit your valu- able co-operation and support in our endeavor to con- tribute our bit to the environment.

LISTING OF SECURITIES

The securities of the Company are listed on the follow- ing Stock Exchanges:

1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.

The Company has paid listing fee to both the Stock Ex- changes for the financial year 2011-2012.

DEMATERIALISATION OF SECURITIES

Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securi- ties in electronic form. As on 31st March, 2011, 96.44% of the Share Capital has been dematerialized by the mem- bers of the Company. The Shareholders, who have not gone for dematerialization of the shares till date, are re- quested to opt for dematerialization of the shares at the earliest.

Further as per SEBI circular No. D & CC/FITTC/CIR-15/ 2002 dated 27th December, 2002, Company has ap- pointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other con- cerned are requested to send all communication in re- spect of share transfer, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s Alankit Assignments Limited

(Unit Nahar Capital and Financial Services Ltd)

Alankit House

2E/21, Jhandewalan Extension

New Delhi - 110 055

Telephone No : (011)23541234

Fax No. : (011)41540064

E-mail Address : rta@alankit.com

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

AUDIT COMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, the Company constituted an Audit Committee consisting of three Non Executive Directors under the chairman- ship of Prof. K.S. Maini, Sh. Amarjeet Singh and Sh. S.K. Sharma as members. With the sad demise of Sh. Amarjeet Singh, Dr. O.P. Sahni has been appointed as member of Audit Committee as on 30th May, 2011. The Committee held four meetings during the year under review.

RISK MANAGEMENT COMMITTEE

The Company being essentially an Investment Company, its main sources of income are dividend/income receiv- able on investments in Equity Shares/Debentures/Bonds/ deposits made and held by it in other companies and Mutual Funds. The financial business is always prone to risks of capital market fluctuations, economic risk, com- petition risk, interest rate volatility and economic cycle.

To monitor and manage the risk associated with the in- vestment business, the Company has constituted the Risk Management Committee pursuant to the RBI Cir- cular No. DNBS (PD) CC No. 156 / 03.10.001 / 2009-10 dated July 1, 2009. The Committee consisted of three non-executive directors under the chairmanship of Prof. K.S. Maini, Sh. Dinesh Gogna and Dr. O.P. Sahni as mem- bers. The Committee met five times during the financial year under review.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. The Company has constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with Auditors Certificate regarding compli- ance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirely requirements of the Companies Act, 1956.

The Directors confirm:

i) that in preparation of the Annual Accounts, the appli- cable Accounting Standards had been followed alongwith proper explanations relating to material departures;

ii) that they had selected such accounting policies, applied them consistently and made judgements 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;

iii) that they had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safe- guarding the assets of the Company and for pre- venting and detecting any fraud and other irregulari- ties;

iv) that they had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. Gupta Vigg & Co., the Auditors of the Company, shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained from Audi- tors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their re-ap- pointment, if made, would be within the limits specified in the said Section.

PUBLIC DEPOSITS

The Company is registered as Non-deposit taking Non Banking Financial Company with RBI. The Company has not accepted any Public Deposit within the meaning of Section 58-A, of the Companies Act, 1956 and the rules made thereunder. There is no outstanding/unclaimed deposit from the public.

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particu- lars of Employees) Rules, 1975 is enclosed as per An- nexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, are not applicable, as the Company is a Non Bank- ing Financial Company.

INDUSTRIAL RELATIONS

The Industrial Relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their gratitude and appreciation to all workers, staff members and executives for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the Company.

For AND ON BEHALF OF THE BOARD

PLACE : LUDHIANA JAWAHARLAL OSWAL

DATED: 30th July, 2011 (CHAIRMAN)


Mar 31, 2010

The Directors have immense pleasure in presenting the Fifth Annual Report on the affairs of the Company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

Your Companys Financial Performance during the year is summarised below:



Particulars Current Year Previous Period (12 Months) (9 Months)

Profit before Tax 2299.58 1418.37

Add : Adjustment of Income 1.23 -

Less: Provision for Taxation 330.00 117.00 (Including FBT)

Profit after Tax 1970.81 1301.37

APPROPRIATION

Proposed Dividend 251.19 83.73

Tax on Distributed Profits 41.72 14.23

Statutory Reserve Fund 395.00 262.00

Transfer to General Reserve 1000.00 941.41

Surplus carried to Balance 282.90 - Sheet

1970.81 1301.37

SEGMENT REPORTING

The disclosure requirement of Accounting Standard -17 (AS-17), issued by the Institute of Chartered of India (ICAI) are not applicable to the Company as the main busi- ness activities of Company falls under single segment namely Investment Activities which comprise of (i) In- vestment Portfolio consisting of securities held as Capi- tal Assets and (ii) Trading Portfolio consisting of securi- ties held as stock in trade.

FINANCIAL REVIEW

The Company has performed reasonably well during the year under review. The Company achieved operat- ing/other income of Rs. 2505.11 Lacs showing the yearly increase of 25% as compared to previous year. In the previous period, dividend income was Rs. 376.08 Lacs which has increased to Rs. 387.33 Lacs in the current year. The Company incurred a loss of Rs. 256.88 Lacs from trading of securities in the previous period but in the year under review the Company achieved gain of Rs. 389.80 Lacs from trading of securities. Further, the inter- est income of the Company has also been increased to Rs. 651.75 Lacs in the current year from Rs. 217.98 Lacs in the previous period. The Company earned Rs. 1076.03 Lacs as profit on sale of investments and Rs. 0.20 Lacs as other income. After deducting expenditure of Rs. 205.53 Lacs, the Company earned pre-tax profits of Rs. 2299.58 Lacs. After providing for a provision for tax of Rs. 330 Lacs and after adjustment of Income Tax of earlier years of Rs. 1.23 Lacs, the Company earned a Net Profit after tax of Rs. 1970.81 Lacs showing the yearly increase of 13.58% in net profits of the Company which indicate that the Company is constantly striving for further devel- opment.

Out of Net Profits an amount of Rs. 1000 Lacs has been transferred to General Reserve Fund, Rs. 251.19 Lacs transferred to Proposed Dividend, Rs. 41.72 Lacs to- wards Tax on Distributed profits and Rs. 395 Lacs has been transferred to Statutory Reserve Fund maintained pursuant to the Section 45 IC of the Reserve Bank of India, 1934. After appropriations, profit of Rs. 282.90 Lacs transferred to Balance Sheet as Surplus. Basic as well as diluted Earning Per Share of the Company is Rs. 11.77 during the year under review as compared to Rs. 7.77 in the previous period. Further, the management of your Company is expecting that the same rate of growth will be maintained in coming periods also.

DIVIDEND

Your Directors are pleased to recommend the dividend @ 30% i.e. of Rs. 1.50/- per Equity Share of Rs. 5/- each for the year 2009-10.

The dividend, if approved at the forthcoming Annual Gen- eral Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 30th September 2010 or Register of Beneficial Owners, main- tained by the Depositories as at the close of 17th Sep- tember 2010.

DIRECTORS

Pursuant to Article 112 of the Articles of Association of the Company Sh. Kamal Oswal, Sh. Dinesh Gogna, Dr. Om Parkash Sahni and Sh. Satish Kumar Sharma will be retiring by rotation at the ensuing Annual General Meet- ing and being eligible offer themselves for re-appoint- ment.

In terms of clause 49 of the Listing Agreement entered with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompa- nying Notice of the forthcoming Annual General Meeting.

LISTING OF SECURITIES

The securities of the Company are listed on the follow- ing Stock Exchanges:

1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.

The Company has paid listing fee to both the Stock Ex- changes for the financial year 2010-2011.

DEMATERIALISATION OF SECURITIES

Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securi- ties in electronic form. As on 31st March, 2010, 96.06% of the Share Capital has been dematerialized by the members of the Company. The Shareholders, who have not gone for dematerialization of the shares till date, are requested to opt for dematerialization of the shares at the earliest.

Further, as per SEBI circular No. D & CC/FITTC/CIR-15/ 2002 dated 27th December, 2002, Company has ap- pointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other con- cerned are requested to send all communication in re- spect of share transfer, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s Alankit Assignments Limited

(Unit Nahar Capital and Financial Services Ltd)

Alankit House

2E/21, Jhandewalan Extension

New Delhi - 110 055

Telephone No : (011)23541234

Fax No. : (011)41540064

E-mail Address : rta@alankit.com

In case any query/complaint remains unresolved with our Registrar please write to Compliance Officer at the registered office of the Company.

AUDIT COMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, Company has already constituted Audit Committee con- sisting of Prof. K.S. Maini as Chairman, Sh. S.K. Sharma and Sh. Amarjeet Singh as members. The Committee held four meetings during the year under review.

RISK MANAGEMENT COMMITTEE

The Company being essentially an Investment Company, its main sources of income is dividend/income receiv- able on investments in Equity Shares/Debentures/Bonds/ deposits made and held by it in other companies and Mutual Funds.

The financial business is always prone to risks of capital market fluctuations, economic risk, competition risk, in- terest rate volatility and economic cycle which can affect the fortunes of investment and finance companies in both ways. Your Company manages these risks by main- taining a conservative financial profile and by following prudent business and risk management practices.

Further, the Company has also constituted the Risk Man- agement Committee pursuant to the RBI Circular No. DNBS (PD) CC No. 156 / 03.10.001 / 2009-10 dated July 1, 2009 comprising of three non-executive directors to monitor and manage the risk associated with the invest- ment business of the Company and to review the risk management policy of the Company. The Risk Manage- ment Committee met five times during the financial year under review.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. The Company has already con- stituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with Auditors Certificate re- garding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirely requirements of the Companies Act, 1956.

The Directors confirm:

i) That in preparation of the Annual Accounts, the appli- cable Accounting Standards had been followed alongwith proper explanations relating to material departures;

ii) That they had selected such accounting policies applied them consistently and made judgements 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;

iii) That they had ta ken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of this Act for safeguard- ing the assets of the Company and for preventing and detecting any fraud and other irregularities;

iv) That they had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. Gupta Vigg & Co., the Auditors of the Company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Company has obtained from audi- tors, a certificate as required under section 224(1-B) of the Companies Act, 1956 to effect that their re-appoint- ment, if made, would be within the limits specified in the said section.

PUBLIC DEPOSITS

The Company is registered as Non-deposit taking NBFC with RBI. Thus, during the year, Company has not ac- cepted any Public Deposit within the meaning of Section 58-A, of the Companies Act, 1956 and the rules made there under. There is no outstanding/unclaimed deposit from the public.

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particu- lars of Employees) Rules, 1975 is enclosed as per An- nexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, are not applicable.

INDUSTRIAL RELATIONS

The Industrial Relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their gratitude and appreciation to all workers, staff members and executives for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the Company.

ANNEXURE-I

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AND FORMING PART OF DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2010.

NOTES:

1.Sh. Dinesh Oswal is related to Sh. Jawahar Lal Oswal, Chairman and Sh. Kamal Oswal, Director of the Company. 2.Remuneration includes salary and monetary value of perquisites as per Income Tax Rules.

For AND ON BEHALF OF THE BOARD

PLACE : LUDHIANA JAWAHAR LAL OSWAL

DATED: 28th July, 2010 (CHAIRMAN)

 
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