Your Directors have immense pleasure in presenting the TWELFTH ANNUAL REPORT onthe affairs of the Company for the financial year ended 31st March 2017.
Your Company's financial performance during the year is summarized below:
(Rs. in Lakhs)
|PARTICULARS || |
| ||Current Year ||Previous Year ||Current Year ||Previous Year |
|Profit before Tax ||3001.76 ||1316.34 ||6766.05 ||4197.10 |
|Less: Provision for Taxation ||470.00 ||200.00 ||470.00 ||200.00 |
|Profit after Tax ||2531.76 ||1116.34 ||6296.05 ||3997.10 |
|Add: Surplus of last year brought forward ||51.76 ||79.50 ||2861.53 ||29.39 |
| ||2583.52 ||1195.84 ||9157.58 ||4026.49 |
|APPROPRIATION || || || || |
|Proposed Dividend ||0.00 ||251.19 ||0.00 ||251.19 |
|Tax on Distributed Profits ||0.00 ||51.14 ||0.00 ||51.14 |
|Statutory Reserve Fund ||506.36 ||223.00 ||506.36 ||223.00 |
|Transfer to CSR Expenditure Reserve ||42.39 ||0.00 ||42.39 ||0.00 |
|Income Tax adjustments for prior periods ||1.67 ||18.75 ||1.67 ||18.75 |
|Share of CBT paid by Associates ||0.00 ||0.00 ||62.64 ||20.88 |
|Transfer to General Reserve ||0.00 ||600.00 ||0.00 ||600.00 |
|Surplus carried to Balance Sheet ||2033.10 ||51.76 ||8544.52 ||2861.53 |
| ||2583.52 ||1195.84 ||9157.58 ||4026.49 |
FINANCIAL PERFORMANCE REVIEW AND STATE OF AFFAIRS
We would further like to inform you that the disclosure requirement as per AccountingStandard -17 (AS 17) issued by the Institute of Chartered Accountants of India New Delhiare not applicable to the Company as the main business activities of Company falls undersingle segment namely 'Investment/Financial Activities' comprising of Long
Term investments & 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 theCompany has consolidated the Financial Statements for the year ended 31st March 2017 inrespect of its Associate Companies. We would brief you regarding the financial performanceof 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 beenexcellent during the year ended 31st March 2017. On standalone basis the Company earnedoperating/other income of Rs. 3341.97 Lakhs in the current year as against Rs. 1898.30Lakhs in the previous year showing an impressive increase of 76%. It earned a profitbefore tax of Rs. 3001.76 Lakhs as against Rs.1316.34 Lakhs in the previous year. Afterproviding provision for taxation of Rs. 470.00 Lakhs it earned a net profit of Rs.2531.76 Lakhs for the year ended 31.03.2017 recording a significant increase of more than126% as compared to Rs. 1116.34 Lakhs in the previous year ended 31.03.2016.
CONSOLIDATED FINANCIAL PERFORMANCE
On consolidated basis the Company earned operating/other income of Rs. 3034.31 Lakhsduring the year under review as against Rs. 1795.72 Lakhs in the previous year. It earneda profit (including profit of associates) before tax of Rs. 6766.05 Lakhs as against Rs.4197.10 Lakhs in the previous year. After providing provision for taxation of Rs. 470.00Lakhs it earned a net profit of Rs. 6296.05 Lakhs for the year ended 31.03.2017 asagainst Rs. 3997.10 Lakhs in the previous year.
TRANSFER TO RESERVE
The Company has not transferred any amount to the General Reserve and thus Company'sGeneral Reserve stands to Rs. 333.21 Crores as on 31st March 2017. However after makingadjustment of Statutory Reserve Fund CSR Expenditure Reserve and adjustment of incometax an amount of Rs. 19.81 Crores has been Retained in the Surplus Account and thusRetained Earnings/Surplus Account stand increased to Rs. 20.33 Crores as on 31st March2017.
The Board in its meeting held on 30th May 2017 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 ended31st March 2017. The proposal is subject to the approval of the shareholders at theensuing Annual General
Meeting to be held on 26th September 2017. The total dividend declared (excludingdividend distribution tax) for the current year is Rs. 2.51 Crores.
The dividend if approved at the forthcoming Annual General Meeting will be paid outof profits of the Company for the year under reference to all those shareholders whosename shall appear in the Register of Members on 1st September 2017 or Register ofBeneficial Owners maintained by the Depositories as at the close of 1st September 2017.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124(5) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 alldividends which remains unpaid/ unclaimed for a period of seven years from the date ofsuch transfer shall be transferred by the Company to the Investor Education and ProtectionFund (IEPF) established by the Central Government.
Accordingly the Company has transferred an amount of Rs. 123510/- (Rupees One LakhTwenty Three Thousand Five Hundred and Ten only) being the amount of unclaimed dividendfor the year 2008-09 to the Investor Education and Protection Fund. Further unpaiddividend for the year 200910 shall be transferred to Investor Education and ProtectionFund pursuant to Section 124 of the Companies Act 2013 in November 2017. The Company hasalso sent letter/notice to the shareholders informing them to claim the unclaimed dividendfrom the Company before transferring the same to the Investor Education and ProtectionFund.
Pursuant to the provisions of Section 124(6) of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as amended the equity shares of the Company in respect of which dividend hasremained unclaimed or unpaid for a period of seven consecutive years or more are requiredto be transferred to the IEPF Authority as per applicable provisions.
The Company has already sent individual notices to the concerned shareholders at theirregistered addresses whose shares are liable to be transferred to the IEPF Authorityadvising them to claim their unclaimed dividend and also uploaded the details on itswebsite i.e. www.owmnahar.com .
In case the concerned shareholders do not claim their unclaimed dividends the Companyshall with a view to comply with the Rules transfer the shares to the IEPF Authoritywithout any further notice to the shareholders and no liability shall lie against theCompany in respect of the shares so transferred. The shareholders may note that upontransfer of the shares to IEPF Authority including all benefits
accruing on such shares if any the same can be claimed only from IEPF Authority byfollowing the procedure prescribed under the Rules.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed/re-appointed as Independent Directors under theprovisions 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 117of the Articles of Association of the Company Mr. Dinesh Gogna (DIN: 00498670) and Mr.Satish Kumar Sharma (DIN: 00402712) will be retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible offered themselves for reappointment. The Board hasrecommended their reappointment to the members of the Company at the ensuing AnnualGeneral Meeting.
The Shareholders vide their Special Resolution dated 30.09.2016 has re-appointed Mr.Dinesh Oswal Managing Director of the Company for a further period of 5 years w.e.f. 1stJanuary 2017.
We would also like to inform you that the first term of office of Dr. (Mrs.) H.K. BalProf. K.S. Maini Dr. Suresh Kumar Singla Dr. Amrik Singh Sohi Dr. Yash Paul Sachdevaas Independent Directors expires at the conclusion of ensuing Annual General Meeting.
Dr. (Mrs.) H.K. Bal and Dr. Y.P. Sachdeva have requested the Board not to considerthem for re-appointment and relieve them from the office of the director after the expiryof their present term. The Board places on record its appreciation towards valuablecontribution made by Dr. (Mrs.) H.K. Bal and Dr. Y.P. Sachdeva during their tenure asDirectors of the Company.
Further pursuant to the Notice received alongwith the deposit of requisite amountunder Section 160 of the Companies Act 2013 the Board on the recommendation ofNomination and Remuneration Committee and on the basis of performance evaluation ofDirectors has decided to reappoint Prof. Kanwar Sain Maini (DIN: 00454686) as IndependentDirectors for a second term of three consecutive years i.e. upto 25th September 2020 andDr. Suresh Kumar Singla (DIN: 00403423) and Dr. Amrik Singh Sohi (DIN: 03575022) asIndependent Directors for a second term of five consecutive years i.e. upto 25thSeptember 2022. The necessary resolutions for their appointment have been proposed in theaccompanying Notice for your approval.
We would also like to inform you that the Company has received a notice in writing froma member along with the deposit of requisite amount under Section 160 of the CompaniesAct 2013 proposing the candidature of Dr. Vijay Asdhir (DIN: 006671174) and Dr. ManishaGupta (DIN: 06910242) as Independent Directors of the Company. The Nomination andRemuneration Committee after verifying their profile and suitability has recommended theirappointment to the Board. Accordingly the Board having regard to their skills experienceand knowledge has proposed the appointment of Dr. Vijay Asdhir (DIN: 006671174) and Dr.Manisha Gupta (DIN: 06910242) as Independent Directors of the Company to hold office forfive consecutive years for a term i.e. upto 25th September 2022. The necessaryresolutions for their appointment have been proposed in the accompanying Notice for yourapproval. Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. DineshOswal Managing Director Mr. Hans Raj Kapoor Chief Financial Officer and Mrs. AnjaliModgil 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 thefit and proper' criteria to be adopted at the time of appointment/re-appointment ofdirectors 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.
The provisions of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated.
The Board carried out a formal annual performance evaluation of its own performance andthat of its Committees and individual Directors as per the criteria laid down by theNomination and Remuneration Committee of the Company and adopted by the Board. Theevaluation was carried out through structured evaluation process to evaluate theperformance of individual Directors including the Chairman of the Board. They wereevaluated on parameters such as their education knowledge experience
expertise skills bahaviour leadership qualities level of engagement andcontribution independence of judgement decision making ability for safeguarding theinterest of the Company stakeholders and its shareholders. The Board was satisfied withthe evaluation process and approved the evaluation results thereof.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015. As per the saidRegulations the listed companies are required to formulate certain policies. As a goodcorporate the Company has already formulated several corporate governance policies andthe same are available on the company's website i.e. www.owmnahar.com . The said policiesare reviewed periodically by the Board to make them in compliance with the newRegulations/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 Appointment and Remuneration of Directors Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. |
|Corporat e 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 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 the company by the Insiders the Board has approved and adopted the following Codes in its Meeti ng h el d on 30. 05. 201 5 u nd er SEBI (Prohibition of InsiderTrading) Regulations 2015: i. Code of practices and procedures for fair disclosure of u n p u bl i sh ed p ri ce 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 d ocu m en ts. Th e Pol i cy 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 frameda policy for Appointment and Remuneration of Directors Senior Management and otheremployees as provided under Section 178(3) of the Companies Act 2013. The Objective ofthe Policy is to have an appropriate mix of Executive Non - Executive and IndependentDirectors. The present Board consists of ten members. Mr. Jawahar Lal Oswal isNonExecutive Chairman. Mr. Dinesh Oswal is a Managing Director. There are four NonExecutive 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 Appointmentand Remuneration includes criteria for determining qualification positive attributesindependence of directors and other matters as required under sub-section 3 of Section 178of the Companies Act 2013. The Policy also laid down the criteria for determining theremuneration of directors key managerial personnel and other employees. The Nomination& Remuneration Policy of the Company is available on the Company's website and can beaccessed at http://owmnahar.com/nahar_cf/pdf/NAHARCAPAPPOINTMENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last fiscalyear.
During the year under review the Board of Directors of the Company met four times i.e.30th May 2016 12th August 2016 11th November 2016 and 13th February 2017 with apredefined agenda circulated well in advance. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors met on 19th December 2016 without the attendanceof NonIndependent Directors and members of Management. All the Independent Directors werepresent 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-ExecutiveDirectors; iii. Assessed the quality quantity and timeliness of flow of informationbetween the Company Management and the Board which is necessary for the Board toeffectively and reasonably perform their duties.
FAMILIARISATION PROGRAMS FOR BOARD MEMBERS
The Company at the time of appointing a Director issues a formal letter ofappointment which inter alia explains the role functions duties and responsibilitiesexpected from him/her as a Director of the Company. All the Independent Directors areprovided with all the Policies/Guidelines as framed by the Company under various statutesand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 tofamiliarize them with Company's procedure and practices. Further to update them on aregular basis the Company provides copies of all the amendments in Corporate LawsCorporate Governance Rules and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Company has made arrangement to apprise and familiarize theDirectors regarding the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. They were also been updated regarding the Companies Amendment Bill2016 which has already been approved by the Lower House and pending for approval fromUpper House of the Parliament. The details of Company's Policy on Familiarization Programsfor Independent Directors are posted on the website of the Company and can be accessed athttp://owmnahar.com/nahar_cf/pdf/NCFS-Familiarization- Program-2017.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review transactions entered into with Related Parties/GroupCompanies/Associate Companies are given in the Notes to the Financial Statements which wason an arm's length basis and in the ordinary course of business. No any contract orarrangement was entered into with the Related Parties as per Section 188(1) of theCompanies Act 2013 read with Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year ended 31st March 2017. Thus therequirement for disclosure of particulars of contracts or arrangement with related partiesreferred to in Section 188(1) is not applicable to the Company. However as per Company'spolicy all the transactions with the Group Companies are placed before
the Audit Committee as well as the Board for their information and approval.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this Report.
The paid up Equity Share Capital of the Company as on 31st March 2017 is Rs. 837.31Lakhs. During the year under review the Company has neither issued shares withdifferential voting rights as to dividend voting or otherwise nor granted stock optionsor 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 Tribunalswhich impact the going concern status and may affect Company's operations in future.
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIESACT 2013
Details of Loans Investments and Guarantees covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to Financial Statements. The Companybeing a Non Banking Financial Company registered under Chapter IIIB of the Reserve Bank ofIndia Act 1934 thus the provisions of Section 186 (except Sub Section 1) of theCompanies Act 2013 in respect of lending and investment activities are not applicable tothe Company.
CORPORATE SOCIAL RESPONSIBILITY(CSR)
As reported in our last report the Company adopted CSR Policy and decided to undertakeCSR activities in collaboration with Group Companies under one umbrella i.e. through OswalFoundation which is a Registered Society formed in 2006 having its charitable objects invarious fields. The details of the CSR Policy are available on the company's website i.e.www.owmnahar.com .
The disclosure relating to the CSR activities pursuant to section 134(3) of theCompanies 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.
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2013 the Company established a VigilMechanism process as an extension of Company's Code of Conduct whereby any employeedirectors customers vendors etc. can report the genuine concerns or grievances to theCompliance Officer or members of the Audit Committee about unethical behaviour actual orsuspected fraud or violation of Company's Code of Conduct so that appropriate action canbe taken to safeguard the interest of the Company. The Mechanism also provides foradequate safeguards against victimisation of persons who uses such mechanism. Themechanism provides direct access to the chairperson of the Audit Committee in appropriateor exceptional cases. The Company has a dedicated e-mail address firstname.lastname@example.org for reporting the genuine concerns. The Whistle BlowerPolicy/Vigil Mechanism is also posted on Company's Website and can be accessed athttp://owmnahar.com/nahar_cf/pdf/vigil_ mechanism.pdf
The Audit Committee regularly reviews the working of the Mechanism. No complaint wasreceived during the year under review.
Your Directors are pleased to inform that M/s. ICRA Limited 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 is the highest creditquality rating by the ICRA to the Short Term Debt / Commercial Paper and it reflects thecompany'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 Companyhas three Associate Companies namely; M/s. Nahar Spinning Mills Limited M/s. Nahar PolyFilms Limited and M/s. Nahar Industrial Enterprises Limited. No Company has become orceased 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. M/s. Nahar Spinning Mills Ltd. M/s. Nahar IndustrialEnterprises Ltd. and M/s. Nahar Poly Films Ltd. Pursuant to the requirements of Section129(3) of the Companies Act 2013 the Company has consolidated the financial statementsin respect of above said Associate Companies for the financial year ended 31st March2017. Further a report on the performance and financial position of each of the AssociateCompanies as per the Companies Act 2013 in the Form AOC-1 is annexed to the FinancialStatements for the year ended 31.03.2017.
The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in theCorporate Governance" by allowing paperless compliances by the companies. Further asper the provisions of Companies Act 2013 the Company may send financial statements andother documents by electronic mode to its members. Your Company has decided to join theMCA in its environmental friendly initiative. Accordingly henceforth Company proposes tosend documents such as Notice of the General Meetings Annual Report and othercommunication to its shareholders via electronic mode to the registered e-mail addressesof shareholders. To support this green initiative of the Government in full measureshareholders are requested to register/update their latest e-mail addresses with theirDepository Participant (D.P.) with whom they are having Demat A/c. or send the same to theCompany via e-mail at email@example.com or gredressalncfsl@owmnahar. com. We solicityour valuable co-operation and support in our endeavor to contribute our bit to theenvironment.
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-BlockBandra Kurla Complex Bandra (E) Mumbai-400051.
The Company has paid listing fee to both the Stock Exchanges for the financial year2017-18.
DEMATERIALISATION OF SHARES
Your Company has established connectivity with both the Depositories i.e. NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) tofacilitate the holding and trading of securities in electronic form. As on 31st March2017 97.33% of the total Equity
Share Capital of the Company has been dematerialized. The shareholders who have notgone for dematerialization of the shares till date are requested to opt fordematerialization of the shares at the earliest.
Further as per SEBI circular no. D & CC/FITTC/CIR-15/2002 dated 27th December2002; Company has appointed M/s Alankit Assignments Ltd. as Registrar for Share Transferand Electronic connectivity. Accordingly all the shareholders Investors Members of theStock Exchanges Depository Participants and all other concerned are requested to send allcommunication in respect of share transfer demat/remat change of address etc. to ourRegistrar at below mentioned address:
M/s. Alankit Assignments Ltd
(Unit Nahar Capital and Financial Services Ltd)
2E/21 Jhandelwalan Extension NEW DELHI-110055
|Telephone No : ||(011)42541234 |
|Fax No. : ||(011)41540064 |
|E-mail Address ||: firstname.lastname@example.org |
In case any query/complaint remains unresolved with our Registrar please write toCompany Secretary at the registered office of the Company.
As required under Section 177 of the Companies Act 2013 Company has alreadyconstituted an Audit Committee consisting of three Non-executive Directors under theChairmanship 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 duringthe year under review.
The Company being essentially an Investment Company its main sources of income aredividend/income receivable on investments in Equity Shares/Debentures/Bonds/deposits madeand held by it in other companies and Mutual Funds. The financial business is always proneto risks of capital market fluctuations and economic cycle.
To monitor and manage the risk associated with the investment business the Company hasalready developed and implemented a Risk Management Policy for the Company includingtherein identification and risk mitigation measures. The Policy is also posted onCompany's website i.e. www.owmnahar.com . Further the Company has also constituted RiskManagement 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 underthe 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 associatedwith Company's business and suggest measures for mitigation of the same as per Company'sRisk Management Policy. The Risk Management Committee met four times during the financialyear under review.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the financial statements for theyear 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 hadbeen followed alongwith proper explanations relating to material departures;
ii) that they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe Profit and Loss of the Company for that period;
iii) that they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting any fraud andother 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 Companyand that such internal financial controls are adequate and were operating effectively
vi) That they had devised proper systems to ensure compliance with the provisions ofall 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 30thSeptember 2016 appointed M/s. Gupta Vigg and Co. Chartered Accountants (Firm
Registration No. 001393N) as Statutory Auditors of the Company to hold office till theconclusion of 12th Annual General Meeting of the Company. Their period of office willexpire at the ensuing Annual General Meeting scheduled to be held on 26th September 2017.
The Board of Directors place on record its appreciation for the services rendered byM/s. Gupta Vigg & Co. as Statutory Auditors of the Company.
We would like to inform you that in compliance with the provisions of Section 139 ofCompanies Act 2013 the Board on the recommendation of the Audit Committee has decided topurpose the appointment M/s. YAPL & Co. Chartered Accountants (Firm Registration No.017800N) having their Office at K-102 Kismat Complex G.T. Road Miller Ganj Ludhianaas Statutory Auditor of the Company for a term of five consecutive years commencing fromCompany's financial year 2017-18 to hold office from the conclusion of the 12th AnnualGeneral Meeting till the conclusion of the 17th Annual General Meeting of the Company tobe held in the year 2022. They have expressed their willingness for appointment asAuditors of the Company and have given a written consent / certificate regardingeligibility for their appointment as Statutory Auditors in accordance with the Rule 4 ofthe Companies (Audit and Auditors) Rule 2014 read with the provisions of Section 139 ofthe Companies Act 2013. The Resolution for their appointment has been proposed for yourapproval in the accompanying Notice.
Audit Report: M/s. Gupta Vigg and Co. Chartered Accountants the StatutoryAuditors have submitted the Audit Report on the Financial Statements of the Company forthe accounting year ended 31st March 2017. The observations and comments given byAuditors in their Report read together with the Notes to the Financial Statements are selfexplanatory and require no comments.
Secretarial Auditor: The Board pursuant to the provisions of Section 204 of theCompanies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has appointed M/s. P.S. Bathla and Associates aPracticing Company Secretaries having Certificate of Practice No. 2585 to conduct theSecretarial Audit of the Company for the financial year 201718.
M/s. P.S. Bathla and Associates Practising Company Secretaries have carried out theSecretarial Audit for the financial year ended March 31 2017 and submitted theirSecretarial Audit Report in the Form No. MR-3 which is annexed herewith as Annexure II andform 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 FinancialControl for the facilitation of speedy and accurate compilation of financial statements.The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations and procedures. However for ensuring furtherimprovements in the System the Company availed the "Internal Financial ControlServices" from the M/s. Grant Thornton India LLP Noida a leading consultancy firm inthe Accounting/ Financial matters during the year under review and their suggestions havebeen well implemented by the Company. The Internal Audit Reports are discussed with theManagement and are reviewed by the Audit Committee of the Board which also reviews theadequacy and effectiveness of the internal controls in the Company. The company's InternalFinancial Control System commensurate with the nature of its business and the size of itsoperations. In order to further strengthen the Internal control system and to automate thevarious processes of the business company is making use of Enterprises Resource Planning(ERP). The Asset Liability Management (ALM) concerned with the effective risk managementin various Portfolios is also framed by the Company.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Company has also appointed a firm of CharteredAccountant as Internal Auditor of the Company. The Company is also having an InternalAudit Department to test the adequacy and effectiveness of Internal Control Systems laiddown by the management and to suggest improvement in the systems.
Apart from this an Audit Committee consisting of three non executive directors hasbeen constituted. All the significant audit observation and follow up action thereon aretaken care of by the Audit Committee. The Committee oversee the adequacy of InternalControl. The Audit Committee met four times during the financial year under review. TheCompany has also established a Vigil Mechanism as per Section 177(9) of Companies Act2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014.
EXTRACT OF ANN UAL RETURN The extract of the Annual Return of the Company pursuant
to Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 for the financial year ended 31st March 2017 in the FormMGT-9 is annexed herewith as Annexure III and form part of this Report.
The Company is registered as Non-deposit taking NonBanking Financial Company with RBI.The Company has not accepted any Public Deposit within the meaning of Section 73 of theCompanies Act 2013 and the Rules made there under. There is no outstanding/unclaimeddeposit from the public. However the information as required under Rule 8 of theCompanies (Accounts) Rules 2014 is given hereunder:- (I) Deposits accepted during theyear: 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 withthe 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 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is annexed as Annexure IV and form part ofthis Report.
In terms of section 197(14) of the Companies Act 2013 the Company does not have anyHolding Company. However the details regarding remuneration received by Managing Directoris also given in point VI of the Annexure IV annexed hereto and form part of this report.
During the year under review Mr. Dinesh Oswal Managing Director of the Company hasbeen paid remuneration of Rs. 9000000/- for the first nine months of the year i.e.w.e.f. 1st April 2016 to 31st December 2016 as per the approval of the CentralGovernment vide its letter no. SRN C36933385/2015-CL.VII dated 17th February 2016.Thereafter from 1st January 2017 to 31st March 2017 he has been paid a monthly salaryof Rs. 1000000/- because of inadequacy of profits. The Company has already submitted anapplication to the Ministry of Corporate Affairs (Central Government) vide SRN No.G41287038 dated 19th April 2017 for its approval for payment of remuneration to Mr.Dinesh Oswal the Managing Director of the Company as per shareholders' approval videtheir Special Resolution dated 30th September 2016. He has been reappointed as a ManagingDirector for a further period of five years w.e.f 1st
January 2017 to 31st December 2021.
Mr. Dinesh Oswal is 52 years of age. He is a Commerce Graduate and has businessexperience of more than 32 years in textile industry and financial expertise. He isemployed on contractual basis for five years w.e.f 1st January 2017 to 31st December2021. Before joining the Company he was employed with M/s. Oswal Woollen Mills Ltd. asCommercial Manager. His shareholding in the Company is Nil. He is related to Mr. JawaharLal Oswal Chairman and Mr. Kamal Oswal Director of the Company. No other employee was inreceipt 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 ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment for women at workplace and hasadopted a policy against sexual harassment in line with Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder. During the financial year 2016-17 the Company has not received any complainton sexual harassment and hence no complaint remains pending as of 31 March 2017.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Particulars with respect to the Conservation of Energy Technology Absorption andForeign Exchange Earning and Outgo as required under Section 134(3)(m) of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are not applicable as the company isa NonBanking Financial Company.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate Governance. TheCompany has constituted several committees of directors to assist the Board in goodCorporate Governance. The Corporate Governance Report along with Auditors Certificateregarding compliance of the conditions of the Corporate Governance as stipulated in Part Cof Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 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 underthe 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.
The Industrial Relations remained cordial throughout the year and the excellent resultswere achieved with the whole hearted co-operation of employees at all levels.
The Board of Directors of the Company wish to place on record their gratitude andappreciation to all workers staff members and executives for their contribution to theoperations of the Company. The Directors also place on record their sincere thanks to theshareholders for their continued support co-operation and confidence in the management ofthe Company.
|FOR AND ON BEHALF OF THE BOARD || |
|PLACE: LUDHIANA ||JAWAHAR LAL OSWAL |
|DATED: 12th AUGUST 2017 ||(CHAIRMAN) |
| ||(DIN: 00463866) |