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Directors Report of Nahar Capital & Financial Services Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

Dear Members,

The Directors have immense pleasure in presenting the THIRTEENTH ANNUAL REPORT on the affairs of the Company for the financial year ended 31st March, 2018.

FINANCIAL PERFORMANCE

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

(Rs. in Lakhs)

PARTICULARS

STANDALONE

CONSOLIDATED

Current

Year

Previous

Year

Current

Year

Previous

Year

Profit before Tax

3404.75

3001.76

564.52

6766.05

Less: Tax Expenses (including previous year tax adjustment)

549.66

471.67

549.66

471.67

Profit after Tax

2855.09

2530.09

14.86

6294.38

Add: Surplus of last year brought forward

2033.10

51.76

8544.52

2861.53

4888.19

2581 85

8559.38

91 55 91

APPROPRIATION

Dividend

251.19

0.00

251.19

0.00

Tax on Distributed Profits

51.14

0.00

51.14

0.00

Statutory Reserve Fund

581.00

506.36

581.00

506.36

Transfer to CSR

Expenditure

Reserve

43.63

42.39

43.63

42.39

Share of CDT Paid by Associates

0.00

0.00

62.64

62.64

Transfer to General Reserve

0.00

0.00

0.00

0.00

Surplus carried to Balance Sheet

3961.23

2033.10

7569.78

8544.52

4888.19

2581 85

8559.38

9155 91

FINANCIAL PERFORMANCE REVIEW AND STATE OF AFFAIRS

We would like to inform you that the Company''s activities can be classified under one segment namely; Investment/ Financial Activities. However, the Company is also dealing in Real Estate Segment, which is below the threshold limit as prescribed under Accounting Standards. Though, the disclosure requirement under Accounting Standard AS-17 is not applicable to the Company, but for better understanding of the financials, the Company has given the details of both the segments i.e. Investment/Financial Activities and Real Estate Activities in the financial statements for the year ended 31st March, 2018.

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/Financial Activities'' comprising of Long Term investment & 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 Rs. 3962.55 Lakhs and earned a Profit before tax of Rs. 3625.47 Lakhs from investment/financial activities.

REAL ESTATE SEGMENT

During the year under review, the Company leased out total area in Gurgaon Property. The Company also undertaken Joint Development of Property at Chennai alongwith a local developer wherein land has been acquired and requisite permissions are in process. We would like to inform you that the real estate segment achieved net revenue of Rs.130.36 Lakhs and earned a Profit before tax of Rs. 91.29 Lakhs.

OVERALL PERFORMANCE

Further, pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company has consolidated the Financial Statements for the year ended 31st March, 2018 in respect of its Associate Companies. We would brief you regarding the financial performance of the Company on standalone as well as consolidated basis, which is as under:-

STANDALONE FINANCIAL PERFORMANCE

From the above, it is apparent that the Company''s overall performance has been remarkable during the year ended 31st March, 2018. On standalone basis, the Company earned operating/other income of Rs. 4092.91 Lakhs in the current year as against Rs. 3341.98 Lakhs in the previous year showing an increase of 22%. It earned a profit before tax of Rs. 3404.75 Lakhs as against Rs. 3001.76 Lakhs in the previous year. After providing for tax expenses of Rs. 549.66 Lakhs (including previous year tax adjustment), it seven years shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the Company has transferred an amount of Rs. 3,14,137/- (Rupees Three Lakhs Fourteen Thousand One Hundred and Thirty Seven only) being the amount of unclaimed dividend for the year 2009-10 to the Investor Education and Protection Fund in November, 2017. Further, unpaid dividend for the year 2010-11 shall be transferred to Investor Education and Protection Fund pursuant to Section 124 of the Companies Act, 2013 in November, 2018. The Company has already sent letter/notice to the shareholders informing them to claim the unclaimed dividend from the Company before transferring the same to the Investor Education and Protection Fund.

Further, pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more is required to be transferred to the Demat Account of the IEPF Authority. Accordingly, the Company has transferred 85,490 (Eighty Five Thousand Four Hundred Ninety) equity shares of Rs. 5/- each, to the demat account of IEPF Authority having DPID/Client ID: IN300708/10656671. Details of shares transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: http://www.owmnahar.com/ nahar_cf/pdf/ListofShareholders2008-09.pdf. The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

The shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. Concerned members/investors are advised to visit the web link: http://iepf.gov.in/IEPFA/refund.html for refund of shares and / or dividend from the IEPF Authority.

DECLARATION BY INDEPENDENT DIRECTORS

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 and Regulation 25 of the SEBI (LODR) Regulations, 2015.earned a net profit of Rs. 2855.09 Lakhs for the year ended 31.03.2018 as compared to Rs. 2530.09 Lakhs in the previous year ended 31.03.2017.

CONSOLIDATED FINANCIAL PERFORMANCE

On consolidated basis, the Company earned operating/ other income of Rs. 3785.24 Lakhs during the year under review as against Rs. 3034.31 Lakhs in the previous year. It earned a profit (including profit/loss of Associates) before tax of Rs. 564.52 Lakhs as against Rs. 6766.05 Lakhs in the previous year due to the lesser profitability of Associate Companies. After providing for tax expenses of Rs. 549.66 Lakhs (including previous year tax adjustment), it earned a net profit of Rs. 14.86 Lakhs for the year ended 31.03.2018 as against Rs. 6294.38 Lakhs in the previous year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve and thus Company''s General Reserve stands to Rs. 333.21 Crores as on 31st March, 2018. However, after making adjustment of Statutory Reserve Fund, CSR Expenditure Reserve, dividend (including tax on dividend) and adjustment of income tax, an amount of Rs. 19.28 Crores has been Retained in the Surplus Account and thus, Retained Earnings/Surplus Account stand increased to Rs. 39.61 Crores as on 31st March, 2018.

DIVIDEND

The Board, in its meeting held on 30th May, 2018, has recommended a dividend @ 30% (i.e. Rs.1.50/- per equity shares of Rs.5/- each) on paid up share capital for the year ended 31st March, 2018. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting to be held on 28th September, 2018. The total dividend declared (excluding dividend distribution tax) for the current year is 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 11th September, 2018 or Register of Beneficial Owners, maintained by the Depositories as at the close of 11th September, 2018.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid/ unclaimed for a period of pursuant to the Non-Banking Financial Companies -Corporate Governance (Reserve Bank) Directions, 2015 issued by the Reserve Bank of India.

BOARD EVALUATION

The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation of the performance of Board, its Committees and individual Directors has to be made. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination and Remuneration Committee of the Company and adopted by the Board. The evaluation was carried out through structured evaluation process 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, behavior, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent 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 outcome of the Board Evaluation for the Fiscal 2018 was discussed by the Nomination and Remuneration Committee at the Meeting held on 29th May, 2018 and the Board at its Meeting held on 30th May, 2018.

The Board was satisfied with the evaluation process and approved the evaluation results thereof.

CORPORATE POLICIES

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As per said Regulations, the listed companies are required to formulate certain policies. As a good corporate, the Company has already formulated several corporate governance policies and the same are available on the company''s website i.e. www.owmnahar.com. The said policies are reviewed periodically by the Board to make them compliant with the new Regulations/requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Dr. (Mrs.) H. K. Bal and Dr. Y.P. Sachdeva were relieved from the office of Independent Directors on the expiry of their terms of office on 26th September, 2017. Dr. Vijay Asdhir (DIN: 006671174) and Dr. Manisha Gupta (DIN: 06910242) were appointed as Independent Directors of the Company w.e.f. 26th September, 2017 to hold office for five (5) consecutive years for a term upto 25th September, 2022. We would also like to inform you that pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Article 117 of the Articles of Association of the Company, Mr. Jawahar Lal Oswal (DIN: 00463866) and Mr. Kamal Oswal (DIN: 00493213), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The Board has recommended their re-appointment to the members of the Company at the ensuing Annual General Meeting.

Further, as per Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018, notified on 9th May, 2018 and which will be applicable w.e.f 1st April, 2019, no listed entity shall appoint a person or continue directorship of any person as a non-executive director, who has attained the age of seventy five years unless a Special Resolution is passed to that effect. We would like to inform you that Mr. Jawahar Lal Oswal, who is a Non-Executive Chairman, is going to attain the age of seventy five years on 1st October, 2018. Likewise, Prof K.S. Maini, who is a Non-Executive Independent Director to hold office upto 25th September, 2020 and has already attained the age of seventy five years. Accordingly, in compliance of Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018, Company has proposed the Special Resolutions in the accompanying Notice of 13th Annual General Meeting, for shareholders’ approval so that they can continue to be Directors of the Company even after the age of seventy five years.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Dinesh Oswal, Managing Director, Mr. H.R. Kapoor, Chief Financial Officer and Mrs. Anjali Modgil, Company Secretary, are the Key Managerial Personnel (hereinafter referred as KMP) of the Company. There has been no change in the KMP since the last fiscal year.

FIT AND PROPER POLICY

The Directors have also adopted a ‘Fit and Proper'' Policy for ascertaining the ‘fit and proper'' criteria to be adopted at the time of appointment of directors and on a continuing basis,

Policy for determining the material related party transactions and dealing with the related party transactions

Pursuant to the requirements of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the Company and its group companies and related parties. The Policy has been uploaded on the Company''s website and can be accessed at http://owmnahar.com/nahar_cf/pdf/ RPT-NAHAR-CAPITAL.pdf.

Insider Trading Policy

To provide the framework for dealing in the Securities of company by the Insiders, the Board has approved and adopted the following Codes in its Meeting held on 30.05.2015 under SEBI (Prohibition of Insider Trading) Regulations, 2015:

i. Code of practices and procedures for fair disclosure of unpublished price sensitive information

ii. Code of conduct to regulate, monitor and report trading by insiders The Codes help to regulate trading in securities by the Directors and designated employees of the Company. The Codes require pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Preservation of

documents

Policy

The Board of Directors in their meeting held on 10th November, 2015 has approved and adopted the policy for Preservation of documents. The Policy

Name of the Policy

Brief Description

Appointment

and

Remuneration

Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee.

Corporate

Social

Responsibility

Policy

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Policy was formulated by CSR Committee and adopted by the Board. The Company''s CSR Policy outlines the various projects/programmes/activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013 relating to promoting education, healthcare, environment, hunger, poverty etc.

Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has formulated and adopted Vigil Mechanism/Whistle Blower Policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct for policy.

The company has adopted certain policies, the details of which are given hereunder:

Companies Act, 2013. The Policy also laid down the criteria for determining the remuneration of directors, key managerial personnel and other employees. The Nomination & Remuneration Policy of the Company is available on the Company''s website and can be accessed at http://owmnahar.com/nahar_cf/pdf/NAHARCAPAPPOINTMENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

BOARD MEETINGS

During the year under review, the Board of Directors of the Company met four times i.e. 30th May, 2017, 12th August,

2017, 14th November, 2017 and 10th February, 2018 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 22nd December, 2017, 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

All new Independent Directors inducted into the Board, attend an orientation programme. 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 SEBI Regulations, to familiarize them with Company''s procedures and practices. Further, to update them on a regular basis, the Company provides copies of all the amendments in Corporate Laws,

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and 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 objective of the Policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to meet independence of Directors. The present Board consists of ten members. Mr. Jawahar Lal Oswal is Non-Executive Chairman. Mr. Dinesh Oswal is a Managing Director. There are four Non-Executive Directors and five are Independent Directors out of which one Director namely; Dr. Manisha Gupta is a woman director on the Board.

The Company''s Policy of Appointment and Remuneration includes criteria for determining qualification, positive attributes, independence of directors and other matters as required under sub-section 3 of Section 178 of the

segregates the documents to be preserved permanently and documents to be preserved at least for a period of 8 years as per the requirements of applicable laws.

Archival Policy

Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Archival Policy in its Meeting held on 10th November, 2015. The Policy ensures protection, maintenance and archival of Company''s disclosures, documents and records that are placed on Company''s website i.e. www.owmnahar.com.

Board Diversity Policy

The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board Diversity Policy as per the recommendations of Nomination and Remuneration Committee. The policy envisages of diversification of Company''s Board in respect of age, knowledge, experience and expertise.

approval of the shareholders.

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 OFTHE 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, 2018 is Rs. 837.31 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights as to dividend, voting or otherwise nor granted stock options or sweat equity under any scheme.

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 Notes to 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

As reported in our last report, the Company adopted CSR Policy and decided 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 details of the CSR Policy are available on the company''s website i.e. www.owmnahar.com.

During the year under review, the Company donated Rs. 0.81 Lakhs towards HDFC Cancer Cure Fund under the head “Preventive Health Care” as per Schedule VII of the Corporate Governance Rules and SEBI Regulations. 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: http://www.owmnahar. com/nahar_cf/pdf/NCFS- Familiarization-Program.pdf.

We would like to inform that the Securities and Exchange Board of India vide its Notification dated 9th May, 2018 issued Regulations known as SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. Likewise, the Ministry of Corporate Affairs, New Delhi, also notified Companies (Amendment) Act, 2017 on 7th May, 2018 whereby some provisions of Companies Act, 2013 were changed/amended. The Company provided copies of said Regulations as well as Companies (Amendment) Act, 2017 to all the Directors so that they can update their Knowledge in Corporate/SEBI laws. Besides, interactive sessions were also conducted by Mr. P.S. Bathla, a Practicing Company Secretary with all the Directors to apprise them with the salient features of the SEBI Regulations and Companies (Amendment) Act, 2017.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, transactions entered into with Related Parties/Group Companies/Associate Companies are given in the Notes to the Financial Statements which were in the ordinary course of business at arm''s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. No any contract or arrangement was entered into with the Related Parties as per Section 188(1) of the Companies Act, 2013 read with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended 31st March, 2018. 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 Company''s policy, all the transactions with the Group Companies/Related Parties are placed before the Audit Committee as well as the Board, for their information and approval.

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 with the interest of the Company at large or which warrants the

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 behavior, 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 victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Company has a dedicated e-mail address i.e. [email protected] for reporting the genuine concerns. The Whistle Blower Policy/Vigil Mechanism is also posted on Company''s Website and can be accessed at http://owmnahar.com/nahar_cf/pdf/vigil_mechanism.pdf

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 vide their Report dated March, 28, 2018 has reaffirmed the rating “[ICRA] A1 ” (pronounced ICRA A one plus) assigned to the proposed Short Term Debt / Commercial Paper Programme of the Company for Rs. 25 Crores. This rating is considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk. This is the highest credit quality rating by the ICRA to the Short Term Debt / Commercial Paper and it reflects the company''s sound financial discipline and prudence.

SUSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary and joint venture company. The Company has three Associate Companies viz. M/s. Nahar Spinning Mills Ltd., M/s. Nahar Industrial Enterprises Ltd. and M/s. Nahar Poly Films Ltd. 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. M/s. Nahar Spinning Mills Ltd., M/s. Nahar Industrial Enterprises Ltd. and M/s. Nahar Poly Films Ltd. Pursuant to the requirements of Section 129(3)

Companies Act, 2013. The Company could not spend its remaining CSR amount of Rs. 43.63 Lakhs till March 31, 2018 due to the deferment of project for setting up the Eye Care Center in a charitable hospital by the said charitable medical institution. The Company also made efforts to identify projects in other areas. However, it was not able to identify meaningful projects, finalize implementation agencies and the target beneficiaries which would have created a visible impact on the society. The Company remains committed towards the noble cause of social development and has accordingly, decided to transfer an amount of Rs. 43.63 Lakhs for the Financial Year 2017-18 to the CSR Expenditure Reserve thereby increasing the CSR Expenditure Reserve to Rs. 86.02 Lakhs as on March 31, 2018. M/s. Oswal Foundation has already begun helping to run the charitable hospital for the purpose of diagnosis & treatment besides other charitable activities under CSR already approved. However, in July, 2018, the Company has issued a cheque amounting to Rs. 86.02 Lakhs (which includes the amount of Rs. 42.39 Lakhs CSR liability for financial year 2016-17 and Rs. 43.63 Lakhs for the financial year 2017-18) favoring M/s. Oswal Foundation, for undertaking CSR activities including promotion of charitable hospital, being run by Mohan Dai Oswal Cancer Treatment & Research Foundation. Thus, with the said transfer of amount CSR Expenditure Reserve created in the books of accounts stands fully utilized for the purpose of CSR activities.

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 I” and forms part of this Report.

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 Mr. S.K. Sharma as members. Mrs. Anjali Modgil is the Secretary of the Committee. The Committee held four meetings during the year under review.

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 form. As on 31st March, 2018, 97.96% of the total Equity Share Capital of the Company has been dematerialized.

The SEBI vide its Gazetted Notification dated June 08, 2018 amended the Regulation 40 (1) (b) of SEBI (LODR) Regulations, 2015 whereby it has been provided that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with the Depository. The said amendment shall come into force on the one hundred and eightieth day from the date of publication in the Official Gazette.

In view of the above, members are hereby informed that effective from 5th December, 2018, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a Depository. Hence, all members, who are holding equity shares in physical form, are requested to go in for dematerialization of securities 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 : [email protected]

In case any query/complaint remains unresolved with our

Registrar please write to Company Secretary at the

registered office of the Company.

RISK MANAGEMENT

The Company being essentially an Investment Company, its main sources of income are 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. of the Companies, Act, 2013, the Company has consolidated the financial statements in respect of above said Associate Companies for the financial year ended 31st March, 2018.

Further, 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 31.03.2018.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) 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 [email protected] 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 BSE 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 2018-19.

DEMATERIALIZATION 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 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 26th September, 2017, appointed M/s. YAPL and Co., Chartered Accountants (Firm Registration No. 017800N) as Statutory Auditors of the Company for a term of five consecutive years starting from the conclusion of 12th Annual General Meeting up to the conclusion of 17th Annual General Meeting of the Company to be held in the year 2022.

As per the proviso of Section 139 (1) of the Companies Act, 2013, the matter relating to appointment of the Auditors was to be ratified by the Members at every Annual General Meeting of the Company. The Ministry of Corporate Affairs vide its Notification dated 7th May, 2018, has brought into effect certain provisions of the Companies (Amendment) Act, 2017, whereby the first proviso of Section 139 (1) of the Companies Act, 2013 regarding requirement for ratification of appointment of statutory auditors at every subsequent AGM has been omitted. Accordingly, the Board has not proposed the resolution for ratification of appointment of Auditors by the Shareholders.

Audit Report: M/s. YAPL and Co., Chartered Accountants, the Statutory Auditors have submitted the Audit Report on the Financial Statements of the Company for the accounting year ended 31st March, 2018. The observations and comments given by Auditors in their Report read together with the Notes to the Financial Statements 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 Certificate of Practice No. 2585 to conduct the Secretarial Audit of the Company for the financial year 201819.

M/s. P.S. Bathla and Associates, Practicing Company Secretaries have carried out the Secretarial Audit for the financial year ended March 31, 2018 and submitted their Secretarial Audit Report in the Form No. MR-3 which is annexed herewith as Annexure II and form part of this Report.

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. www.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 / 200910 dated July 1, 2009. The Committee comprises of three non-executive directors under the Chairmanship of Prof. K.

S. Maini, Mr. 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.

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 along with proper explanations relating to material departures;

ii) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company 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 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

EXTRACT OFANNUAL RETURN

The extract of Annual Return of the Company pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2017-18 in the Form MGT-9 has been uploaded on the Company''s website at: http://www.owmnahar.com/nahar_cf/pdf/MGT-9.pdf as the requirement of attaching the extract of annual return with Board''s Report has been done away by Section 36 of Companies (Amendment) Act, 2017 as notified by Ministry of Corporate Affairs vide its Notification dated 31st July, 2018.

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

(iii) Default in repayment of deposits and deposits which are not in compliance with the Requirements of Chapter V of the Companies Act, 2013: N.A.

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 III and form part of this Report.

In terms of Section 197(14) of the Companies Act, 2013, the Company does not have any Holding Company. However, the details regarding remuneration received by Managing Director is also given in ANNEXURE III annexed hereto and form part of this Report.

During the year under review, Mr. Dinesh Oswal, Managing Director of the Company, has been paid remuneration of Rs. 2,46,00,000/- (Rupees Two Crores Forty Six Lakhs only) for the financial year 2017-18, as per the approval of the Central Government vide its letter no. SRN G41287038/1/2017-

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 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.

CL-VII dated 26th December; 2017. He has also been paid arrears of salary amounting to Rs. 30,00,000/- (Rupees Thirty Lakhs only) for the year 2016-17 during the year under review. Mr. Dinesh Oswal is 53 years of age. He is a Commerce Graduate and has business experience of more than 33 years in textile industry and financial expertise. He is employed on contractual basis for five years w.e.f 1st January, 2017 to 31st December, 2021. Before joining the Company, he was employed with M/s. Oswal Woollen Mills Ltd. as Commercial Manager. His shareholding in the Company is Nil. He is related to Mr. Jawahar Lal Oswal, Chairman and Mr. Kamal Oswal, Director of the Company.

No other employee 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.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company as the Company is a Non-Banking Financial Company.

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.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2017-18, the Company has not received any complaint on sexual harassment and hence no complaint remains pending as on 31st March, 2018.

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

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed M/s. Piyush Singla & Associates, Chartered Accountant 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. The 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. During the year, Company''s Internal Controls were tested and no reportable weakness in the system was observed.

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, the 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.

The Indian Accounting Standards (Ind AS) have become applicable to the Company w.e.f. 1st April, 2018 (transition date being 1st April, 2017). Accordingly, the Company has appointed M/s. Grant Thornton India LLP, Noida, a leading consultancy firm in the Accounting / Financial matters, to advice the Company on convergence of Ind AS.

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

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 for the year ended 31st March, 2018 along with Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as Annexure IV 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 Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as per Annexure-V 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 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, cooperation and confidence in the management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LAL OSWAL

DATED: 29TH AUGUST, 2018 (CHAIRMAN)

(DIN: 00463866)


Mar 31, 2016

Dear Members,

The Directors have immense pleasure in presenting the ELEVENTH ANNUAL REPORT on the affairs of the Company for the financial year ended 31st March, 2016.

FINANCIAL PERFORMANCE

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

(Rs. in Lakhs)

PARTICULARS

STANDALONE

CONSOLIDATED

Current

Year

Previous

Year

Current

Year

Previous

Year

Profit before Tax

1316.34

2348.36

4197.10

2298.24

Less: Provision for Taxation

200.00

418.00

200.00

418.00

Profit after Tax

1116.34

1930.36

3997.10

1880.24

Add: Surplus of last year brought forward

79.50

57.79

29.39

57.79

1195.84

1988.15

4026.49

1938.03

APPROPRIATION

Proposed Dividend

251.19

251.19

251.19

251.19

Tax on Distributed Profits

51.14

51.14

51.14

51.14

Statutory Reserve Fund

223.00

386.00

223.00

386.00

Income Tax adjustments for prior periods

18.75

20.32

18.75

20.32

Transfer to General Reserve

600.00

1200.00

600.00

1200.00

Surplus carried to Balance Sheet

51.76

79.50

2882.41

29.39

1195.84

1988.15

4026.49

1938.04

FINANCIAL PERFORMANCE REVIEW AND STATE OF AFFAIRS

We would like to inform you that the disclosure requirement as per Accounting Standard -17 (AS 17) issued by the Institute of Chartered Accountants of India, New Delhi, are not applicable to the Company as the main business activities of Company falls under single segment namely ‘Investment/Financial Activities'' comprising of Long Term Investment Activities i.e. Long Term Capital, Strategic Investments and Short Term Investment Activities i.e. Trading Investment.

Further, pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company has consolidated the Financial Statements for the year ended 31st March, 2016 in respect of its Associate Companies. We would like to brief you regarding the financial performance of the Company on standalone as well as consolidated basis, which is as under:-

STANDALONE FINANCIAL PERFORMANCE

On standalone basis, the Company earned operating/other income of Rs. 1898.30 Lakhs during the year under review as against Rs. 2556.70 Lakhs in the previous year. It earned a profit before tax of Rs.1316.34 Lakhs as against Rs.2348.36 Lakhs in the previous year. After providing provision for taxation of Rs. 200.00 Lakhs, it earned a net profit of Rs. 1116.34 Lakhs in the current year as against Rs. 1930.36 Lakhs in the previous year. Profits for the year under review declined mainly due to lower income in real estate activities as project at Chennai completed in the year 2015. Further, the Company has paid arrears of remuneration to Managing Director of the Company as per Central Government''s approval vide its letter no. SRN C36933985/2014-CL.VII dated 17th February, 2016. CONSOLIDATED FINANCIAL PERFORMANCE On consolidated basis, the Company earned operating/other income of Rs. 1795.72 Lakhs during the year under review as against Rs. 2360.76 Lakhs in the previous year. It earned a profit (including profit of associates) before tax of Rs. 4197.10 Lakhs as against Rs. 2298.24 Lakhs in the previous year. After providing provision for taxation of Rs. 200.00 Lakhs, it earned a net profit of Rs. 3997.10 Lakhs for the current year as against Rs. 1880.24 Lakhs in the previous year.

TRANSFER TO RESERVE

After appropriation of Profits (as per details mentioned under the head Financial Performance), an amount of Rs. 223 Lakhs has been transferred to Statutory Reserve Fund and Rs. 600 Lakhs has been transferred to General Reserve thereby increasing the Company''s Reserves to Rs. 497.64 Crores as on March 31, 2016.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 30% (i.e. Rs.1.50 per equity shares of Rs.5/- each) on the equity share capital for the financial year ended 31st March, 2016. The total appropriation (excluding dividend distribution tax) for the current year is 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 names shall appear in the Register of Members on 9th September, 2016 or Register of Beneficial Owners, maintained by the Depositories as at the close of 9th September, 2016.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, the Company has transferred an amount of Rs. 3,19,111.00 (Rupees Three Lakhs Nineteen Thousand One Hundred and Eleven only) being the amount of unclaimed dividend for the year 2007-08 to the Investor Education and Protection Fund. Further, unpaid dividend for the year 2008-09 shall be transferred to Investor Education and Protection Fund pursuant to the provisions of the Companies Act in November, 2016. The Company has also sent letter/notice to the shareholders informing them to claim the unclaimed dividend from the Company before transferring the same to the Investor Education and Protection Fund.

DECLARATION BY INDEPENDENT DIRECTORS

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 there under.

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, Mr. Jawahar Lal Oswal (DIN 00463866) and Mr. Kamal Oswal (DIN 00493213), 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.

Besides, the period of office of Mr. Dinesh Oswal, Managing Director of the Company, who was appointed for a period of five years, is expiring on 31st December, 2016. The Board having regard to the overall growth of the Company under his able and dynamic leadership and on the recommendations of Nomination and Remuneration Committee, has decided to re-appoint (subject to the approval of shareholders), as Managing Director for a further period of 5 years commencing from 1st January, 2017. The resolution for the same is being proposed for your approval in the accompanying Notice of the Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, Mr. Dinesh Oswal, Managing Director, Mr. H.R. Kapoor, Chief Financial Officer and Mrs. Anjali Modgil, Company Secretary are Key Managerial Personnel (hereinafter referred as KMP) of the Company. There has been no change in the KMP since the last fiscal year.

FIT AND PROPER POLICY

The Directors have also adopted a ‘Fit and Proper'' Policy for ascertaining the ‘fit and proper'' criteria to be adopted at the time of appointment of directors and on a continuing basis, pursuant to the Non Banking Financial Companies-Corporate Governance (Reserve Bank) Directions, 2015 issued by the Reserve Bank of India.

BOARD EVALUATION

The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.

The Board 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 and adopted by the Board. The evaluation was carried out through structured evaluation process 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, stakeholders and its shareholders. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

CORPORATE POLICIES

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As per the said Regulations, the listed companies are required to formulate certain policies. As a good corporate, the Company has already formulated several corporate governance policies and the same are available on the company''s website i.e. www.owmnahar.com. The said policies are reviewed periodically by the Board to make them in compliance with the new Regulations/requirements.

The company has adopted certain policies, the details of which are given hereunder:

Name of the Policy

Brief Description

Appointment and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for the A p p o i n t m e n t a n d Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee.

Corporate Social Responsibility Policy

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Policy was formulated by CSR Committee and adopted by the Board. The Company''s CSR Policy outlines the various projects/programmes/activities to be under taken by the Company as laid down in Schedule VII of the Companies Act, 2013.

Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has formulated and adopted Vigil Mechanism/Whistle Blower Policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct.

Policy for determining

Pursuant to the requirements of

the material related party

Regulation 23 of SEBI (Listing

transactions and dealing

Obligations and Disclosure

with the related party

Requirements) Regulations,

transactions

2015, the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the Company and its group companies and related parties. The Policy has been uploaded on the Company''s website and can be accessed at http://owmnahar. com/nahar_cf/pdf/RPT-NAHAR-CAPITAL .pdf.

Insider Trading Policy

To provide the framework for dealing in the Securities of the company by the Insiders, the Board has approved and adopted the following Codes in its Meeting held on 30.05.2015 under SEBI (Prohibition of Insider Trading) Regulations, 2015:

i. Code of practices and procedures for fair disclosure of unpublished price sensitive information

ii. Code of conduct to regulate, monitor and report trading by insiders

The Codes help to regulate trading in securities by the Directors and designated employees of the Company. The Codes requires pre clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the

Trading Window is closed.

Policy for Preservation of documents

The Board of Directors in their meeting held on10th November, 2015 has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per the requirements of applicable laws.

Archival Policy

Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Archival Policy in its Meeting held on 10th November, 2015. The Policy ensures protection, maintenance and archival of Company''s disclosures, documents and records that are placed on Company''s website i.e. www.owmnahar.com.

Board Diversity Policy

The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board Diversity Policy as per the recommendations of Nomination and Remuneration Committee. The policy envisages diversifi -cation of Company''s Board in respect of age, knowledge, experience and expertise.

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and 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 Objective of the Policy is to have an appropriate mix of Executive, Non -Executive and Independent Directors. The present Board consists of ten members. Mr. Jawahar Lal Oswal is Non Executive Chairman. Mr. Dinesh Oswal is a Managing Director. There are four Non Executive Directors and five are Independent Directors out of which one Director namely; Dr. (Mrs.) H.K. Bal is a woman director on the Board. The Company''s Policy of Appointment and Remuneration includes criteria for determining qualification, positive attributes, independence of directors and other matters as required under sub-section 3 of Section 178 of the Companies Act, 2013. The Policy also laid down the criteria for determining the remuneration of directors, key managerial personnel and other employees. The Nomination & Remuneration Policy of the Company is available on the Company''s website and can be accessed at http://owmnahar.com/nahar_cf/pdf/NAHARCAPAPPOINT MENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last fiscal year.

BOARD MEETINGS

During the year under review, the Board of Directors of the Company met five times i.e. 30th May, 2015, 5th August, 2015, 10th November, 2015, 11th January, 2016 and 10th February, 2016 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 4th December, 2015, 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/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to familiarize them 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/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has made arrangement to apprise and familiarize the Directors regarding the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which became effective from 1st December, 2015. They were also informed regarding the Companies Amendment Bill, 2016 which is introduced in the Parliament. 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 http://owmnahar.com/ nahar_cf/pdf/Familiarization-program0001.pdf.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, transactions entered into with Group Companies/Associate Companies are given in the Notes to the Financial Statements which were at 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 Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended 31st March, 2016. 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 Company''s policy, all the transactions with the Group Companies are placed before the Audit Committee as well as the Board, for their information and approval.

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 with the interest of 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 THESE 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 these financial statements relate and the date of this Report.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2016 is Rs. 837.31 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights as to dividend, voting or otherwise nor granted stock options or sweat equity under any scheme.

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 may affect Company''s operations in future.

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

Details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to 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(CSR)

As per the provisions of Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year is required to spend in every financial year at least two percent of the average net profits made during the three immediate preceding financial years on CSR activities. Accordingly, the Company was required to spend Rs. 47.67 Lakhs towards CSR activities during the year under review.

As reported in our last Report, Company adopted CSR Policy and decided 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 details of the CSR Policy are available on the company''s website i.e. www.owmnahar.com.

We are pleased to inform that company has utilized the above said amount by contributing the same to Oswal Foundation for undertaking CSR Activities. The Foundation has undertaken various CSR projects in the field of ‘promoting education'' by adopting Government Schools situated at Ludhiana and SAS Nagar in the State of Punjab.

They also undertook the project to maintain the quality of soil and water on Sidhwan Canal, Ludhiana and for environmental sustainability, the Foundation also reconstructed the roundabout and beautified the Fountain Chowk in the main part of the Ludhiana city.

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 I" and forms 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 victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Company has a dedicated e-mail address i.e. [email protected] for reporting the genuine concerns. The Whistle Blower Policy/Vigil Mechanism is also posted on Company''s Website and can be accessed at http://owmnahar.com/nahar_cf/pdf/vigil_ mechanism.pdf

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 upgraded the rating assigned from "[ICRA] A1" (pronounced ICRA A One) to "ICRA A1 " (pronounced ICRA A one plus) for 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 sound financial discipline and prudence.

SUSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES The Company does not have any subsidiary or joint venture company. However, the Company has three Associate Companies namely; M/s. Nahar Spinning Mills Limited, M/s. Nahar Poly Films Limited and M/s. Nahar Industrial Enterprises Limited. No Company has become or ceased to be the Associate Company of the Company during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

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. Pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company has consolidated the financial statements in respect of above said Associate Companies for the financial year ended 31st March, 2016.

Further, 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 31.03.2016.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) 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 proposes 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 [email protected] or gredressalncfsl@owmnahar. com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

LISTING AGREEMENT

To streamline the provisions of the Listing Agreement and its better enforceability, the Securities and Exchange Board of India (SEBI) on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The said regulation became effective from 1st December, 2015. In compliance of the said Regulations, the Company has entered into Listing Agreement with National Stock Exchange Limited and BSE Limited on 10th February, 2016.

LISTING OF SECURITIES

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

1. The BSE 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 2016-17.

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, 2016, 97.16% 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)42541234

Fax No. : (011)41540064

E-mail Address : [email protected]

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 Mr. S.K. Sharma as members. Mrs. Anjali Modgil is the Secretary of the Committee. The Committee held five meetings during the year under review.

RISK MANAGEMENT

The Company being essentially an Investment Company, its main sources of income are 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 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 / 200910 dated July 1, 2009. The Committee comprises of three non-executive directors under the Chairmanship of Prof. K. S. Maini, Mr. 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.

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 along with proper explanations relating to material departures;

ii) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company 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 the 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, 2015, 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 11th 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 they have 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 Standalone as well as Consolidated Financial Statements of the Company for the accounting year ended 31st March, 2016. The observations and comments given by Auditors in their Report read together with the Notes to the Financial Statements 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 2015-16.

M/s. P.S. Bathla and Associates, Practising Company Secretaries have carried out the Secretarial Audit for the financial year ended March 31, 2016 and submitted their Secretarial Audit Report in the Form No. MR-3 which is annexed herewith as Annexure II 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 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) Policy 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 five 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 OFANNUAL 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 ended 31st March, 2016 in the Form MGT-9 is annexed herewith as Annexure III 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

(iii) Default in repayment of deposits and deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: 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 IV and form part of this Report.

Further during the year under review, no employee of the Company except Mr. Dinesh Oswal, Managing Director 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. During the year under review, Mr. Dinesh Oswal received remuneration of Rs. 1.20 Crores. He is 51 years of age. He is Commerce Graduate and has business experience of 31 years in textile industry and financial expertise. He is employed on contractual basis for five years w.e.f 1st January, 2012 to 31st December, 2016. Before joining the Company, he was employed with M/s. Oswal Woollen Mills Ltd. as Commercial Manager. His shareholding in the Company is Nil. He is related to Mr. Jawahar Lal Oswal, Chairman and Mr. Kamal Oswal, Director of the Company.

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 there under. During the financial year 2015-16, the Company has not received any complaint on sexual harassment and hence no complaint remains pending as on 31st March, 2016.

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 Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as Annexure V 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 Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as per Annexure-VI 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: 12th AUGUST, 2016 (CHAIRMAN)

(DIN: 00463866)


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. [email protected] 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 [email protected] or [email protected]. 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 : [email protected]

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 [email protected] or [email protected]. 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 : [email protected]

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 [email protected] or [email protected]. 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 : [email protected]

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 [email protected] or [email protected]. 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 : [email protected]

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 [email protected] or [email protected]. 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 : [email protected]

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 : [email protected]

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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