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Directors Report of Nahar Industrial Enterprises Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 31st Annual Report together with the audited financial statements for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended 31st March, 2015 is summarised below: (Rs. in Lacs)

Particulars Current Year Previous Year

Profits Before Depreciation, Finance Cost and Tax 20,488.29 33,125.58

Less: Depreciation (13,524.06) (12,030.85)

Less: Finance Cost (10,487.93) (10,587.28)

Profits/ (Loss) Before Tax (3,523.70) 10,507.45

Less: Tax Expense:

i. Current Tax 77.06 2,220.70

ii. Deferred Tax (800.08) 1,362.00

Profit / (Loss) for the year (2,800.68) 6,924.75

Surplus/(deficit) in the Statement of Profit and Loss

Balance as per last Balance Sheet - -

Add: Profit/ (Loss) for the year (2,800.68) 6,924.75

Add : Transfer from Contingent Liability Reserve 799.02 -

Less: Depreciation pursuant to enactment of schedule II of the Companies Act, 2013 (Refer to Note No.-35) 3,348.44 -

Less : Proposed Dividend on Equity shares - 398.35

Less : Corporate Dividend Tax - 70.78

Balance Transferred to General Reserve (5,350.10) 6,455.62

2. PERFORMANCE REVIEW

In view of the Accounting Standard (AS) - 17 (Segment Reporting). The Company operates in two main segments i.e. Textile and Sugar.

i Textile : The textile division accounts for 93.30% of the total turnover of the company for the year ended 31st March, 2015. The Business wise performance of this segment is asunder:

a. Yarn: The Company has produced 69,890 MTs of yarn as against 70,595 MTs in the previous year.

b. Fabric: The Company has produced 702.33 Lacs meters of fabrics (both grey and processed) as against 728.78 Lacs meters in the previous year.

The total turnover of this segment (Yarns and Fabrics) has decreased to Rs. 1,666.85 crores as against Rs.1,704.42 crores in the previous year.

ii. Sugar: The Company has produced 393,430 Qtls. of sugar as against 412,720 Qtls. in the previous year. The total turnover of this segment is Rs. 119.58 crores as against Rs. 121.66 crores in the previous year.

Overall Performance

During the year the company has achieved operational income of Rs. 1,807.40 crores as against Rs. 1,854.57 crores. The company has earned Profit before finance cost, Depreciation and tax of Rs. 204.88 crores as against Rs.331.26 crores in the previous year. After providing for Finance Cost of Rs.104.88 crores (previous year Rs. 105.87 crores), Depreciation of Rs. 135.24 crores (previous year Rs. 120.31 crores) and Tax Expenses of Rs. (7.23) crores (previous year Rs. 35.83 crores) (inclusive of Deferred Tax) the Profit/(Loss) for the year comes to Rs. (28.01) crores as against Rs. 69.25 crores in the previous year.

2014-15 was the challenging year for the Indian Textile industry. There was sluggish demand of the textile products both in the domestic as well as export market dueto steep decline in export of cotton yarn to China which hascreated excess supply in the domestic market and the pressure of finished goods was mounted at mills level, pushed the Companies to sell its products at lower prices which in turn affected the Company's financial performance.

The Sugar Unit of the Company had suffered a Cash Loss of Rs. 2,290 Lacs during the year under review in comparison to the Cash Profit of Rs. 402 Lacs earned during the previous year due to higher MSP of the Sugar Cane (basic Raw material) fixed by the Govt. Our company could not even recover its raw material cost in the realized value of the sugar.

Consequent to the enactment of the Companies Act, 2013 and its applicability for accounting periods commencing from 1st April, 2014, the Company has recalculated the remaining useful life of fixed assets in accordance with the provisions of Schedule-II of the Act. The depreciation and amortization expenses charged for the year ended 31st March, 2015 would have been lowered by Rs. 1,966.66 Lacs had the company continued with the previously prescribed depreciation rates as per Schedule XIV of the Companies Act, 1956.

3. STATUS OF DISTILLERY PROJECT

The Company is setting up a distillery unit with a capacity of 200 KLPD and 5 MW co-generation power plant at Village Salana Jeon Singh Wala , Tehsil Amloh , District Fatehgarh Sahib in the State of Punjab. After obtaining all necessary approvals for setting up the unit, orders for purchase of plant and machinery was placed and civil construction has also started. Unfortunately, farmers of the nearby area have filed an appeal in the National Green Tribunal (NGT), Delhi challenging Environmental Clearance and the central ground water approval regarding extraction of water through bore- wells. The Tribunal heard the arguments from both the sides and the order was reserved on 19.3.2015 and the same is pending till date. In the meantime Company has incurred Rs. 16.61 crore as capital expenditure in the project.

4. CREDIT RATING

The rating committee of ICRA Limited has given long term rating as [ICRA] A- (pronounced ICRA A minus). The outlook on the long term rating is stable. The rating committee of ICRA has also given short term rating as [ICRA] A2 (pronounced ICRA A two plus).

5. DIVIDEND

Your directors express their inability to recommend dividend for the Financial Year ended on 31st March, 2015 due to loss suffered by the Company.

6. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 39,83,51,410/- divided into 3,98,35,141 Equity Shares of the face value of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2015 none of the Promoters / Directors of the Company hold instruments convertible into equity shares of the Company.

7. DEPOSITS

During the year, the Company has not accepted any deposits from the public. As such, there are no outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

9. DIRECTORS

Appointment and Change in Directors

- In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association Sh. Jawahar Lal Oswal (DIN: 00463866) and Sh. Dinesh Oswal (DIN: 00607290), Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

- During the year under review, Sh. Kanwar Sain Maini (DIN: 00454686), an Independent Director of the Company, who was associated with the Company since 30.6.2001 had resigned w.e.f 14.2.2015 from the directorship of the Company. The Board has placed on record its appreciation for the services rendered by him during his tenure as a Director.

- During the year under review, the Company has appointed Dr. Vijay Asdhir (DIN: 06671174) as Additional Director, in the category of an Independent Director, in its Board Meeting held on 14.2.2015 to hold such office up to the date of forthcoming Annual General Meeting of the Company. In the ensuing Annual General Meeting, the Company is appointing Dr. Vijay Asdhir as an Independent Director, not liable to retire by rotation, to hold the office for three consecutive years for a term upto the conclusion of 34th Annual General Meeting to be held in calendar year 2018.

- During the current financial year, Sh. Narayan Dass Jain (DIN: 00493334), a Non-Executive Director of the Company, who was associated with the Company since 30.4.1999 had resigned from the directorship of the Company w.e.f. 11.08.2015. The Board has placed on record its appreciation for the services rendered by him during his tenure as a Director.

- During the current financial year, the Company had appointed Sh. Navdeep Sharma (DIN: 00454285) as Additional Director, in the category of Non-Executive Director in its Board Meeting held on 12.8.2015 to hold such office up to the date of forthcoming Annual General Meeting of the Company. In the ensuing Annual General Meeting, the Company is appointing Sh. Navdeep Sharma as a Non-Executive Director, who shall be liable to retire by rotation as per the provisions of the Companies Act, 2013.

Declaration by Independent Directors

Necessary declaration has been obtained from all Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.

Number of Meetings of the Board

During the year four Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

Appointment and Remuneration Policy

The Board has on recommendation of the Nomination and Remuneration Committee framed a policy for appointment of Directors, Senior Management and their remuneration. The salient features of this policy has been stated in the Corporate Governance Report forming an integral part of the director's report.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has devised a policy for performance evaluation of Independent Directors and the Board. This policy on board evaluation is stated in Corporate Governance Report forming an integral part of the director's report.

Independent Director's Meeting

During the financial year 2014-15, the independent directors met on 30.03.2015 inter-alia to discuss:

(i) the performance of non-independent directors and the Board as a whole;

(ii) the performance of the chairman of the Company, taking into account views of executive and non- executive directors and

(iii) to access the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the independent directors were present at the meeting except Dr. Amrik Singh Sohi.

10. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Companies Act, 2013:- a) that in the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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

d) that annual accounts have been prepared on a going concern basis;

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

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

11. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure-A and forms an integral part of this Report.

12. RELATED PARTY TRANSACTIONS

The Company has not entered into any contract or arrangement with Related Parties/ group companies other than in ordinary course of business. During the financial year under review, all transactions entered into with Related Parties as defined under the Companies Act, 2013 and clause 49 of the Listing Agreement were in the ordinary course of business and are at arm's length basis. These transactions were entered into as per the Company's Policy on Related Party Transactions and are approved by the Audit Committee, Board and also by Shareholders. The company's policy on Related Party Transactions is available at the weblink: www.owmnahar.com/nahar_ie/pdf/RPT_Policy.pdf The details of Related Parties Transactions are given in note no 38 of the Notes to Financial Statements. Pursuant to the provisions of section 134(3) Form AOC-2 is annexed herewith in Annexure-B.

13. AUDIT COMMITTEE

The Company has constituted an Audit Committee pursuant to Section 177(8) read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement. Presently, the Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) Harbhajan Kaur Bal as Members and Dr. Vijay Asdhir is the Chairman of the Audit Committee. The detailed information regarding Audit Committee and its terms of reference is given in Corporate Governance Report forming an integral part of the director's report.

14. RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect the ability of company to achieve its objectives. The Audit Committee has also been delegated the responsibility for assessment, mitigation, monitoring and review of all elements of risks which the Company may be exposed to. The Board also reviews the risk management and minimization procedures.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board adopted a Vigil Mechanism/ Whistle Blower Policy as per clause 49 of the Listing Agreement and section 177 of the Companies Act, 2013 to report genuine concerns or grievances about unethical behavior of employees, actual or suspected fraud or violation of the Company's Code of Conduct. The Company's Vigil mechanism/ Whistle Blower Policy is available at the Company's website i.e. www.owmnahar.com.

16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company is having adequate internal control systems and procedures which commensurate with the size of the Company. The Company is having Internal Audit Department which ensures that the internal control systems are properly followed by all concerned departments of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has constituted a Corporate Social Responsibility (CSR) Committee of the board with Mr. Kamal Oswal as its Chairman and Mr. Dinesh Gogna & Mr. Yash Paul Sachdeva as its members. The Corporate Social Responsibility Committee (CSR) has formulated and recommended to the board Corporate Social Responsibility Policy (CSR Policy) mentioning the activities to be undertaken by the Company which has been approved by the board. The CSR policy may be accessed on the Company's website i.e. www.owmnahar.com. The Annual Report on CSR activities is annexed herewith marked as Annexure-C. During financial year 2014-15 no expenditure was incurred because the board was in the process of identifying specific projects/ programs for undertaking CSR activities. The company was undertaking surveys for identifying the projects in thematic areas. The company, therefore, decided to undertake its CSR activities in collaboration with our 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. Our Company has already started contributing the sum for the expenditure to be incurred by the said Oswal Foundation on CSR activities. Till date the Oswal Foundation has incurred the expenditure on a project to save water pollution on Sidhwan Canal, near PAU, Ludhiana. The said Society has also adopted two govt. Schools situated at Giaspura & Dhandari Khurd, Distt. Ludhiana for promoting education. The said projects will be undertaken in the current financial year. The Foundation has already obtained permission from the Education Department in this regard.

19. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report forming an integral part of this report.

20. AUDITORS

i. STATUTORY AUDIT & AUDITOR'S REPORT

M/s Raj Gupta & Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The auditor's report on the accounts of the Company is self-explanatory and requires no comments.

ii. COST AUDITOR & COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its textiles and sugar segments are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi to audit the cost accounts of the Company for the financial year 2015-16. The cost audit report for the financial year 2013-14 was filed with the Ministry of Corporate Affairs on 22nd September, 2014.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s. Ramanath Iyer & Co.,Cost Accountants is included in the Notice convening the Annual General Meeting.

iii. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. P.S.Bathla & Associates, a firm of Company Secretaries in Practice (C.P. No. 2585) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as Annexure-D and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

21. KEY MANAGERIAL PERSONNEL

During the period under review, the following persons were included/appointed in the list of Key Managerial Personnel:

Sr. Name Designation No.

1. Sh. Kamal Oswal Managing Director

2. Sh. Bharat Bhushan Gupta Chief Financial Officer

3. Sh. Mukesh Sood Company Secretary

22. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forming part of the Directors' Report for the year ended 31st March, 2015 is given in the Annexure-E of this Report. None of the employees of the Company is covered under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

24. CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor's certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges confirming compliance is attached herewith as Annexure-G and forms part of this Report.

25. ASSOCIATE COMPANIES

Pursuant to section 129(3) of the Companies Act, 2013 a statement containing salient features of financial statements of Associate Companies in Form AOC-1 is annexed with financial Statements.

26. INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

27. ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place: Ludhiana Jawahar Lal Oswal

Date: 12.08.2015 Chairman


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their 30th Annual Report together with audited accounts for the financial year ended 31st March, 2014 and Auditors'' Report thereon.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31st March, 2014 is summarised below:

(Rs. in Lacs)

Particulars Current Year Previous Year

Profit before Tax 10,507.45 6,199.48

Less Tax Expense:

i) Current Tax 2,220.70 751.50

ii) Deferred Tax 1,362.00 1,263.50

Profit for the year 6,924.75 4,184.48

Surplus /(deficit) in the statement of Profit & Loss

Balance as per last Balance sheet -- --

Add : Profit for the year 6,924.75 4,184.48

Add : Transfer from Contingent Liability Reserve -- 55.12

Less : Proposed Dividend on Equity shares 398.35 398.35

Less : Corporate Dividend Tax 70.78 64.62

Less : Transfer to General Reserve 6,455.62 3,776.63

PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabrics and Sugar. The textile division (comprises of yarn and fabrics) accounts for 95.43% of the total turnover (including inter-segment) of the company for the year ended 31st March, 2014. Sugar and others also accounts for 4.57% of the total turnover of the company for the year ended 31st March, 2014.

The business wise performance of each segment is as under:-

- Yarn: The Company has produced 70,595 MTs of yarn as against 67,960 MTs in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 1,589.56 crores as against Rs. 1,428.06 crores in the previous year showing an increase of 11.31%.

- Fabrics: The Company has produced 72,877,934 meters of fabrics (both grey and processed) as against 74,431,448 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 1,060.25 crores as against Rs. 946.03 crores in the previous year showing an increase of 12.07%.

- Sugar: The Company has produced 412,720 Qtls. of sugar as against 402,040 Qtls. in the previous year. The total turnover of this segment is Rs. 126.01 crores as against Rs. 169.85 crores in the previous year showing a decrease of 25.81%.

During the year the company has achieved operational income of Rs. 1,854.57 crores as against Rs. 1,716.31 crores showing an increase of 8.06% over the previous year. The company has earned Profit before finance cost, Depreciation and tax of Rs. 331.26 crores as against Rs. 303.50 crores in the previous year. After providing for Finance Cost of Rs. 105.87 crores (previous year Rs. 131.03 crores), Depreciation of Rs. 120.31 crores (previous year Rs. 110.48 crores) and Tax Expenses of Rs. 35.83 crores (previous year Rs. 20.15 crores) the Profit for the year comes to Rs. 69.25 crores as against Rs. 41.84 crores in the previous year.

Indian textile industry has performed extremely well during the year under review. With growing demand, recovery in export markets, better realizations, stable cotton prices and better planning, your company has achieved satisfactory performance.

The overall textile market is depressed since April, 2014 and there is sluggish demand for textile products. Your management is hopeful that the company shall be able to meet the challenges ahead and further improve its performance in the coming periods.

DIVIDEND

The Board of Directors of your company has proposed dividend @ 10% (i.e. Re. 1/- per share) on the Paid-up Equity Share Capital of the Company for the Financial Year 2013-14. The dividend will be paid when declared by the shareholders in accordance with the requirements of law.

CREDIT RATING

The rating committee of ICRA Limited has given long term rating as [ICRA]BBB (pronounced ICRA triple B plus). The outlook on the long term rating is stable. The rating committee of ICRA has also given short term rating as [ICRA]A2 (pronounced ICRA A two plus).

GREEN INITIATIVE

The members are informed that in accordance with Circulars issued by Ministry of Corporate Affairs, Government of India, the company proposes to send documents like notice of General Meetings, Audited Accounts, Directors Report, Auditors Report and other documents/communications to the members in electronic form by Email. Members holding shares in dematerialized form are requested to register/update their Email addresses with their depository participants. Members holding shares in physical form are requested to register/update their Email address with the company by sending an Email at: msood@owmnahar.com or share@owmnahar.com

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

DIRECTORS

In terms of the Articles of Association of the Company Sh. Dinesh Oswal (DIN:00607290) and Sh. Dinesh Gogna (DIN:00498670) , Directors of the Company shall retire by rotation and being eligible offer themselves for re-appointment.

The Company is appointing all Independent Directors viz. Dr. (Mrs.) Harbhajan Kaur Bal (DIN:00008576), Prof. Kanwar Sain Maini (DIN:00454686), Dr. Yash Paul Sachdeva (DIN:02012337), Dr. Amrik Singh Sohi (DIN:03575022) and Sh. Ajit Singh Chatha (DIN:02289613) for a period of 3 (three) years. The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDIT COMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of the Companies Act, 1956 and clause 49 of the Listing Agreement. Presently the Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) Harbhajan Kaur Bal as members and Prof. Kanwar Sain Maini is the Chairman of the committee. The Committee''s composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement it is hereby confirmed:

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

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits/losses of the Company for that period.

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

d) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditors of the company shall retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained confirmation from the auditors that their appointment, if made, would be in conformity with the limits specified in the said section. The auditors report on the accounts of the company is self-explanatory and requires no comments.

COST AUDITORS

M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi has been appointed as Cost Auditor for Sugar segment for the year 2014-15 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost

Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The company has already paid listing fee for the financial year 2014-15 to both Stock Exchanges.

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

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings & outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

None of the employees of the company is covered under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor''s certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-II to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place: Ludhiana Jawahar Lal Oswal Date: 11th August, 2014 Chairman


Mar 31, 2013

Dear Members,

The directors have pleasure in presenting their 29th Annual Report together with audited accounts for the financial year ended 31st March, 2013 and Auditors'' Report thereon.

FINANCIAL RESULTS

(Rs.in Lacs) Particulars Current Year Previous Year

Revenue from Operations (Gross) 171,631.39 141,196.74

Less: Excise Duty 587.54 414.40 Revenue from operations (Net) 171,043.85 140,782.34

Add: Other Income 790.02 698.55

Total Revenue 171,833.87 141,480.89

Profit before Finance Cost, Depreciation & Tax 30,350.36 7,265.41

Less:

i) Finance Cost 13,102.62 9,744.55

ii) Depreciation 11,048.26 8,074.45

Profit/(Loss) before Tax 6,199.48 (10,553.59)

Less Tax Expense:

i) Current Tax 751.50 1.97

ii) Deferred Tax 1,263.50 (2,480.00)

Profit/(Loss) for the year 4,184.48 (8,075.56)

Add : Income Tax (liability)/ Refund of earlier years (net) (362.18)

Add : Transfer from Contingent Liability Reserve 55.12

Less : Proposed Dividend on Equity shares 398.35

Less : Corporate Dividend Tax 64.62

Less : Transfer to General Reserve 3,776.63 (8,437.74)

PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabrics and Sugar. The textile division (comprises of yarn and fabrics) accounts for 93.25% of the total turnover (including inter-segment) of the company for the year ended 31st March, 2013. Sugar and others also accounts for 6.75% of the total turnover of the company for the year ended 31st March, 2013.

The business wise performance of each segment is as under: -

- Yarn: The Company has produced 67,960 MTs of yarn as against 61,331 MTs in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs.1,428.06 crores as against Rs.1,218.71 crores in the previous year showing an increase of 17.18%.

- Fabrics: The Company has produced 74,431,448 meters of fabrics (both grey and processed) as against 62,392,988 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs.946.03 crores as against Rs.773.35 crores in the previous year showing an increase of 22.32%.

- Sugar: The Company has produced 402,040 Qtls. of sugar as against 400,415 Qtls. in the previous year. The total turnover of this segment has increased to Rs.169.85 crores as against Rs.94.55 crores in the previous year showing an impressive increase of 79.64%.

During the year the company has achieved operational income of Rs.1,716.31 crores as against Rs.1,411.97 crores showing an increase of 21.55% over the previous year. The company has earned Profit before finance cost, Depreciation and tax of Rs.303.50 crores as against Rs. 72.65 crores in the previous year. After providing for Finance Cost of Rs.131.03 crores (previous year Rs.97.45 crores), Depreciation of Rs.110.48 crores (previous year Rs.80.74 crores) and Tax Expenses of Rs.20.15 crores (previous year Rs.(24.78) crores) the Profit for the year comes to Rs.41.84 crores as against Loss of Rs.(80.76) crores in the previous year.

The Indian Textile Industry has shown considerable improvement in Financial Year 2012-13 as compared to last year. The industry as a whole witnessed a tough and challenging 2011-12 due to sluggish demand caused by domestic fall in yarn prices and piling up of high cost of inventory. With growing demand, recovery in export markets, better realizations, stable cotton prices and better planning, your company has achieved satisfactory performance.

Your management is hopeful that the Company shall be able to meet the challenges ahead and further improve its performance in the coming periods.

DIVIDEND

The Board of Directors of your company has proposed dividend @ 10% (i.e. Rs.1/- per share) on the Paid-up Equity Share Capital of the Company for the Financial Year 2012-13. The dividend will be paid when declared by the Share holders in accordance with the requirements of Law.

CREDIT RATING

The rating committee of ICRA Limited has upgraded the long term rating from [ICRA]BBB (pronounced ICRA triple B) to [ICRA]BBB (pronounced ICRA triple B plus). The outlook on the long term rating is stable. The rating committee of ICRA has also upgraded the short term rating from [ICRA]A2 (pronounced ICRA A two) to [ICRA]A2 (pronounced ICRA A two plus).

GREEN INITIATIVE

The members are informed that in accordance with Circulars issued by Ministry of Corporate Affairs, Government of India, the company proposes to send documents like notice of general meetings, audited accounts, Directors Report, Auditors Report and other documents/communications to the members in electronic form by Email. Members holding shares in dematerialized form are requested to register/update their Email addressed with their depository participants. Members holding shares in physical form are requested to register/update their Email address with the company by sending an Email at: msood@owmnahar.com or share@owmnahar.com

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Sh. Jawahar Lal Oswal, Prof. K.S. Maini and Dr. Y.P. Sachdeva, Directors of the Company shall retire by rotation and being eligible offer themselves for re- appointment. During the year the company has co-opted Sh. A.S. Chatha, IAS Retd., as an Additional Director of the Company. He holds office up to the date of this Annual General Meeting at which his appointment would be regularized subject to the approval of the shareholders. Dr.O.P. Sahni, a Director of the Company, who was associated with the company since 30.6.2001 was expired on 24.10.2012. The Board prays to the God to give peace to the departed soul.

AUDIT COMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. During the year the Audit Committee was re- constituted due to the death of Dr. O.P.Sahni, Chairman of the Audit Committee. Presently the Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) H.K.Bal as members and Prof. K.S.Maini is the Chairman of the committee.

DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of your Company state:

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

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits/losses of the Company for that period.

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

d) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditor of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors as required under Section 224 (1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits specified in the said section. The Auditors'' Report on the accounts of the Company is self-explanatory and requires no comments.

COST AUDITORS

M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi have been appointed as Cost Auditor for the year 2013-14 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The company has already paid listing fee for the financial year 2013-14 to both Stock Exchanges.

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

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

None of the employees of the company is covered under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor''s certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-II to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

By Order of the Board of Directors

Place: Ludhiana Jawahar Lal Oswal

Date: 10th August, 2013 Chairman


Mar 31, 2012

The directors have pleasure in presenting their 28th Annual Report together with audited accounts for the financial year ended 31st March, 2012 and Auditors' Report thereon.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars Current Year Previous Year

Revenue from Operations (Gross) 141,196.74 124,755.56

Less: Excise Duty 414.40 313.48

Revenue from operations (Net) 140,782.34 124,442.08

Add: Other Income 698.55 495.32

Total Revenue 141,480.89 124,937.40

Profit before Finance Cost, Depreciation & Tax 7,265.41 22,013.61

Less:

i) Finance Cost 9,744.55 9,824.99

ii) Depreciation 8,074.45 7,455.58

Profit/(Loss) before Tax (10,553.59) 4,733.04

Less Tax Expense:

i) Current Tax 1.97 933.17

ii) Deferred Tax (2,480.00) 647.00

Profit/(Loss) for the year (8,075.56) 3,152.87

Surplus/(Deficit) in the Statement of Profit and Loss Balance as per Last Balance Sheet - -

Add : Profit/(Loss) for the Year (8,075.56) 3,152.87

Add : Income Tax (liability)/Refund of earlier years (net) (362.18) 257.95

Add : Transfer from Contingent Liability Reserve - 2,935.16

Add : Transfer from FCCBs Periodic Cost Reserves - 1,272.91

Less : Proposed Dividend on Equity Shares - 400.34

Less : Corporate Dividend Tax - 64.95

Less : Transfer to General Reserve (8,437.74) 7,153.60

PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabrics and Sugar. The textile division (comprises of yarn and fabrics) accounts for 95.38% of the total turnover (including inter-segment) of the company for the year ended 31st March, 2012. Sugar and others also accounts for 4.62% of the total turnover of the company for the year ended 31st March, 2012.

The business wise performance of each segment is as under: -

- Yarn: The Company has produced 61,331 MTs of yarn as against 63,423 MTs in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 1,218.71 crores as against Rs. 1,154.57 crores in the previous year showing an increase of 5.55%.

- Fabrics: The Company has produced 62,392,988 meters of fabrics (both grey and processed) as against 62,298,331 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 773.35 crores as againstRs. 658.44 crores in the previous year showing an increase of 17.45%.

- Sugar: The Company has produced 400,415 Qtls. of sugar as against 305,672 Qtls. in the previous year. The total turnover of this segment is Rs. 94.55 crores as againstRs. 61.35 crores in the previous year showing an increase of 54.11%.

During the year the company has achieved operational income ofRs. 1,411.97 crores as againstRs. 1,247.56 crores showing an increase of 13.18% over the previous year. The company has earned Profit before finance cost, Depreciation and tax of Rs. 72.65 crores as againstRs. 220.14 crores in the previous year. After providing for Finance Cost of Rs. 97.45 crores (previous year Rs. 98.25 crores), Depreciation of Rs. 80.74 crores (previous year Rs. 74.56 crores) and Tax Expenses of Rs. (24.78) crores (previous yearRs. 15.80 crores) the Profit/(Loss) for the year comes to Rs. (80.76) crores as againstRs. 31.53 crores in the previous year.

The textile Industry has witnessed FY 2011-12 a struggling and challenging year. The Cotton being a seasonal crop is purchased by the companies for its requirement in the Cotton season. There was sudden crash in the prices of raw cotton from Rs. 63,000/- per candy in September 2010 to Rs. 34,000/- per candy in June 2011. There was sharp reduction in yarn prices and sluggish demand of textile products in both domestic and exports markets. The mounting pressure of piling up of finished goods at Mills level pushed the companies to sell its products at cheaper prices which in turn affected the Company's financial performance. However, it was only in the second half of the year when things showed some sign of stabilization.

The cotton prices are expected to be less volatile than last year & it is expected that company will improve its performance in the current year. Your Management is putting whole heartedly all its efforts in cost reduction, quality management, better product mix etc. so as to improve the efficiencies which in turn will help the company in meeting the challenges ahead. Besides your Management also expect that the Government through its policies will take some urgent initiatives so that the textile industry could survive in the challenging period.

DIVIDEND

Due to loss suffered by the company, your directors express their inability to recommend dividend for the financial year ended on 31st March, 2012.

CREDIT RATING

The rating committee of ICRA Limited has revised the long term rating from "LBBB " (pronounced L triple B plus) to [ICRA]BBB (pronounced ICRAtriple B). The outlook on the long term rating has been revised from positive to stable. The rating committee of ICRA has revised the short term rating from A2 (pronounced A two plus) to [ICRA]A2 (pronounced ICRA A two).

FORFEITURE OF SHARES

During the year the Board of Directors of the Company had forfeited 560,724 equity shares ofRs. 10/- each pursuant to the Articles of Association of the Company on account of non-payment of amount due on allotment money from the concerned shareholders. The company has also cancelled all such shares after forfeiture.

GREEN INITIATIVE

The members are informed that in accordance with Circulars issued by Ministry of Corporate Affairs, Government of India, the company proposes to send documents like notice of general meetings, audited accounts, Directors Report, Auditors Report and other documents/communications to the members in electronic form by Email. Members holding shares in dematerialized form are requested to register/update their Email addresses with their depository participants. Members holding shares in physical form are requested to register/update their Email address with the company by sending an Email at : msood@owmnahar.com or share@owmnahar.com or niel@owmnahar.com.

PUBLICDEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-Aof the Companies Act, 1956 and rules made there under.

DIRECTORS

Sh. Dinesh Gogna, Sh. N.D.Jain and Dr. (Mrs) H.K.Bal, Directors of the Company shall retire by rotation and being eligible offer themselves for re-appointment.

AUDITCOMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. The Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) H.K.Bal as members and Dr. O.P.Sahni is the Chairman of the committee.

DIRECTORSRESPONSIBILITYSTATEMENT

The Board of Directors of your Company state:

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

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits/losses of the Company for that period.

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

d) That the directors had prepared the annual accounts on a going concern basis.

AUDITORSAND AUDITORS' REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditor of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors as required under Section 224 (1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits specified in the said section. The Auditors' Report on the accounts of the Company is self-explanatory and requires no comments.

COSTAUDITORS

M/s. Ramanath Iyer and Co., Cost Accountants, New Delhi have been appointed as Cost Auditor for the year 2012-13 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The company has already paid listing fee for the financial year 2012-13 to both Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is covered under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor's certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-II to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place: Ludhiana JAWAHAR LAL OSWAL

Date: 1st August, 2012 Chairman


Mar 31, 2010

The directors have pleasure in presenting their 26th Annual Report together with audited accounts for the financial year ended 31st March 2010 and Auditors Report thereon.

FINANCIAL RESULTS (Rs. In lacs)

Particulars Current Year Previous Year

Operating Income 102082.19 100678.49

Less: Excise Duty

Recovered on Sales 336.02 694.39

Add: Other Income 1517.16 3085.61

Total 103263.33 103069.71

Profit before Financial

Expenses, Depreciation, 15649.09 13811.98

Non-cash Expenditure & Tax Less:

i) Financial Expenses 5465.55 5652.64

ii) Depreciation and

Non-cash Expenditure 7231.29 7730.59

Profit before Taxation 2952.25 428.75

Less:

i) Provision for Income Tax 498.00 38.50

ii) Provision for Wealth Tax 1.64 2.33

iii) Provision for Fringe

Benefit Tax --- 27.50

iv) Deferred Tax 505.16 249.75

Profit after tax 1947.45 110.67

Less : Income Tax Liability/

Refund of Earlier Years (Net) 0.04 1.68

Add : Transfer from General Reserves --- 4962.15

Add : Transfer from Contingent

Liability Reserve 417.95 ---

Less : Transfer to Contingent

Liability Reserve --- 4962.15

Less : Transfer to FCCBs

Periodic Cost Reserve 219.03 ---

Add : Transfer from FCCBs

Periodic Cost Reserve --- 1465.98

Less : Proposed Dividend on

Equity Shares 400.34 400.34

Less : Corporate Dividend Tax 68.04 68.04

Transfer to General Reserve 1677.95 1106.59

OPERATIONAL / PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabrics and Sugar. The textile division comprises of yarn and fabrics are the largest in terms of sales revenue and capital employed amongst the business segments of the company. This division accounts for 93.10 % of the total turnover (including inter-segment) of the company for the year ended 31st March, 2010. Sugar and others also accounts for 6.90% of the total turnover of the company for the year ended 31st March, 2010.

During the year the company has achieved opera- tional income of Rs. 1020.82 crores as against Rs. 1006.78 crores in the previous year. The company has earned cash profit of Rs. 101.83 crores as against Rs. 81.59 crores in the previous year; profit before tax of Rs. 29.52 crores as against Rs. 4.28 crores in the previous year and profit after tax of Rs. 19.47 crores as against Rs. 1.11 crores in the previous year.

The business wise performance of each segment is as under: -

- Yarn: The Company has produced 65066 MTs of yarn as against 64715 MTs in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 827.73 crores as against Rs. 698.56 crores in the previous year showing an increase of 18.49 %.

- Fabrics: The Company has produced 61161735 meters of fabrics (both grey and processed) as against 59273500 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 536.41 crores as against Rs. 526.10 crores in the previous year showing a marginal increase of 1.96 %.

- Sugar: The Company has produced 155530 Qtls. of sugar as against 171900 Qtls. in the previous year. The total turnover of this segment is Rs. 100.54 crores as against Rs. 100.64 crores in the previous year.

During the year there was hardly any activities in the steel division. The total turnover of steel division during the current year is Rs. 0.23 crores.

The textile industry has faced an extremely difficult period during the last two years due to global recession. After a severe spell of recession, world economy has shown initial indication of recovery. However, with the pick-up from the mid 2009 in export demand, improved liquidity and a growing domestic demand for textile products, the Indian textile industry is showing signs of recovery. Overall the year 2009-10 has shown considerable improvement in the Indian textile industry as compared to the preceding two years. Your management is hopeful that the com- pany shall be able to meet the challenges ahead and further improve its performance in the coming periods.

DIVIDEND

The board of directors of your company has proposed dividend @ 10% (i.e. Re. 1/- per share) on the Paid- up Equity Share Capital of the company for the financial year 2009-10. The dividend will be paid when declared by the shareholders in accordance with the requirements of law.

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Sh. Jawahar Lal Oswal, Dr. O.P.Sahni and Dr. (Mrs) H.K.Bal, Directors of the Company shall retire by rotation and being eligible offer themselves for re-appointment.

AUDIT COMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. The Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) H.K.Bal as members and Dr. O.P.Sahni is the Chairman of the committee.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

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

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits/losses of the Company for that period.

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

d) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditor of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors as required under Section 224 (1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits specified in the said section. The Auditors Report on the accounts of the Company is self-explanatory and requires no comments.

COST AUDITORS

M/s. Ramanath Iyer and Co., Cost Accountants, New Delhi have been appointed as Cost Auditor for the year 2010-11 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The company has already paid listing fee for the financial year 2010-11 to both Stock Exchanges.

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

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is given in Annexure-II to this report.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditors certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-III to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place : Ludhiana JAWAHAR LAL OSWAL

Date : 31st July, 2010 Chairman

 
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