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Kovalam Investment & Trading Co. Ltd.

BSE: 505585 Sector: Financials
NSE: N.A. ISIN Code: INE735U01011
BSE 00:00 | 17 Aug Kovalam Investment & Trading Co. Ltd
NSE 05:30 | 01 Jan Kovalam Investment & Trading Co. Ltd
OPEN 13.46
PREVIOUS CLOSE 13.46
VOLUME 5
52-Week high 13.46
52-Week low 0.00
P/E 0.82
Mkt Cap.(Rs cr) 3
Buy Price 13.46
Buy Qty 8282.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.46
CLOSE 13.46
VOLUME 5
52-Week high 13.46
52-Week low 0.00
P/E 0.82
Mkt Cap.(Rs cr) 3
Buy Price 13.46
Buy Qty 8282.00
Sell Price 0.00
Sell Qty 0.00

Kovalam Investment & Trading Co. Ltd. (KOVALAMINVESTM) - Director Report

Company director report

Dear Members

Your Directors present the 38th Annual Report together with the audited accounts of thecompany for the financial year ended 31st March 2020. Your Company is a Non-BankingFinancial Company (Non- public deposit taking company) and registered under Reserve Bankof India ("RBI") vide registration number N- 06.00576 Dated 17.10.2003.

FINANCIAL PERFORMACE:

The financial performance of the company for the financial year under review is asunder:-

(Amount in Rs.)

Particulars Financial year ended on March 31 2020 Financial year ended on March 31 2019
Revenue from operations 5483021.17 12940584.71
Other income 5500.00 3921601.00
Total Income 5488521.17 16862185.71
Profit/(Loss) before tax (23111874.74) 4956722.70
Less: Tax expenses
Current Tax 291287.00 (1971190.00)
Deferred Tax (5499797.08) (129990.00)
Profit/(Loss) after Tax for the year (17903364.66) 3115522.70
Other Comprehensive Income (119060631.59) (62843779.67)
Total Comprehensive Income (136963996.25) (59728256.97)

INDIAN ACCOUNTING STANDARDS:

As per the road map notified by the Ministry of Corporate Affairs (MCA) the Companyhas adopted Indian Accounting Standards (lnd-AS) w.e.f. financial year 2019-2020 andaccordingly the transition date is 1st April 2018. The financial statements have beenprepared in accordance with the Indian Accounting Standards (Ind- AS) as notified byMinistry of Corporate Affairs (MCA) under Section 133 of the Companies Act 2013 read withthe Companies (Indian Accounting Standards) Rules 2015 as amended and other relevantprovisions of the Act and applicable guidelines issued by the Reserve Bank of India (RBI).The financial statements have been prepared in accordance with the format prescribed for aNon-Banking Financial Company (NBFC) in compliance of the Companies (Indian AccountingStandards) Rules 2015 in Division III of Notification No. GSR 1022 (E) dated October 112018 issued by the Ministry of Corporate Affairs. The Reconciliation and the effect ofthe transition as per GAAP vis a vis Ind AS has been provided in Note No. 33 of notes tothe Financial Statements.

IMPACT OF COVID-19 PANDEMIC:

The Company had temporarily closed its office from March 23 2020 to prevent the spreadof Novel Coronavirus ("Covid-19"). The Company post receipt of approval fromconcerned authorities in the State of Punjab and subject to fulfillment of certainconditions has opened its office in May 2020 in-line with the Government's safety andsecurity norms from Covid-19. The Company has taken various measures to take care of thelivelihoods of its employees and their safety and security. The steps include providingmasks hand sanitizers disinfectants conducting regular temperature checks and beingvery vigilant on employees and essential visitors at our office.

The COVID-19 pandemic followed by the nation-wide lockdown announced by the Governmenthas significantly impacted the Social and Economic activity and also fall in valuation ofsecurities in stock markets but Stock Exchange and other Financial Markets remainoperational and in compliance with the lockdown instructions issued by the Centre andState Governments the Company has adjusted its investment/financial activity in digitalmode as permitted. The Company is mainly doing the Business with long term perspective andhence temporary volatility in the financial markets will have little impact.

OPERATIONS AND STATE OF COMPANY AFFAIRS:

During the year under review the company's funds remained invested in Shares Loans andAdvances. The dividend income earned for the financial year ended 31st March 2020 of Rs.1966786.38 (previous year 1028658.50). The interest income earned for the financialyear ended 31st March 2020 of Rs. 219037.00 (previous years Rs. 5592641.00). Duringthe year the company also earned brokerage income for the financial year ended 31stMarch 2020 of Rs. 3297197.79 (net of service tax) on mobilization of funds of thirdparties (previous year Rs. 4746345.31).

DIVIDEND:

In view of the losses incurred in the year under review your directors do notrecommend any dividend for the financial year ended March 31 2020.

TRANSFER TO RESERVE:

During the year under review the Company has not transferred any amount to the GeneralReserve. The General Reserve of the Company stood at Rs. 118140960.00 as at 31.03.2020and a sum of Rs. 1693000.00 has been appropriated towards Statutory Reserve Account incompliance to Section 45 IC of the Reserve Bank of India Act and the balance amount of Rs.52449558.77 is carried over to the Balance Sheet.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

PUBLIC DEPOSIT:

The Company is registered as Non-deposit taking Non- Banking Financial Company withRBI. During the year the Company has not accepted any deposits from the public within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014. There is no outstanding/unclaimed deposit from the public.

SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March 2020 remained unchanged and stood atRs. 22239140/- divided into 2223914 Equity Shares of the face value of Rs. 10/- each.During the year the Company has not issued shares with differential voting rights nor hasgranted any stock options or sweat equity none of the Directors of the Company holdinstruments convertible into Equity Shares of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements forming apart of this Annual Report. The Company being a Non-Banking Financial Company registeredunder Reserve Bank of India Act 1934 thus the provisions of Section 186 (except SubSection 1) of the Companies Act 2013 in respect of lending and investment activities arenot applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there was no change in the nature of the business of theCompany.

DIRECTORS:

The Board of Directors presently consists of 4 (Four) Directors.

During the year under review Sh. Gagnish Kumar Bhalla (DIN: 00468806) had resignedfrom the post of Directorship of the Company w.e.f. 25.09.2019. Sh. Raj Singh (DIN:07175611) appointed as an Additional Director of the Company w.e.f. 25.09.2019 later onhe vacated the office upon the conclusion of 37th Annual General Meeting of the Companyheld on 28.09.2019. He again appointed as an Additional Director of the Company w.e.f.10.10.2019.

Smt. Ruchika Oswal (DIN: 00565979) was resigned from the post of Directorship of theCompany w.e.f. 16.12.2019 and in her place Smt. Manisha Oswal (DIN: 06948181) wasappointed as an Additional Director of the Company w.e.f. 16.12.2019 to hold office uptothe conclusion of ensuing Annual General Meeting. Accordingly she is proposed to beappointed as a Director in the ensuing Annual General Meeting by way of OrdinaryResolution.

Sh. Komal Jain (DIN: 00399948) and Sh. Faqir Chand Jandey (DIN: 08379534) wereappointed as Additional Directors (Independent) of the Company w.e.f. 29.02.2020 subjectto the approval of shareholders. Accordingly they are proposed to be appointed as anIndependent Directors in the ensuing Annual General Meeting by way of OrdinaryResolutions.

Sh. Raj Singh (DIN: 07175611) and Sh. Pawan Kumar Sharma (DIN: 07163131) Directors ofthe Company have resigned from the post of Directorship of the Company w.e.f. 29.02.2020.

Sh. Navdeep Sharma (DIN: 00454285) has changed his designation from Non-ExecutiveIndependent Director to Non-Executive Non-Independent Director of the Company.Accordingly he is proposed to be re-designated as a Non-Executive Non-IndependentDirector in the ensuing Annual General Meeting by way of Ordinary Resolution.

The Board is in the opinion that Sh. Komal Jain and Sh. Faqir Chand Jandey IndependentDirectors possesses requisite experience expertise and holds high standards of integrity.Being eligible Sh. Komal and Sh. Faqir Chand Jandey have offered themselves to beappointed as the Independent Directors of your Company.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Sh.Navdeep Sharma (DIN: 00454285) Director of the Company shall retire by rotation at theforthcoming Annual General Meeting of the Company and being eligible offers himself forre-appointment on the same terms and conditions on which he was appointed/ re-appointed.

In compliance with Regulation 36(3) of Listing Regulations and Secretarial Standardsinformation about the Director proposed to be appointed / re-appointed is attached alongwith the Notice calling the ensuing Annual General Meeting.

WOMAN DIRECTOR:

In terms of the provisions of Section 149 of the Companies Act 2013 and SEBI (LODR)Regulations 2015 your Company has Smt. Manisha Oswal as Woman Director on the Board.

KEY MANAGERIAL PERSONNEL:

The following persons are the Key Managerial Personnel (KMP's) of the Company as onMarch 31 2020 in terms of provisions of Section 203 of the Companies Act 2013 and rulesmade there under:-

Names of KMP's Designation
Sh. Mohinder Kumar Jain1 Manager
Mrs. Jyoti Sud2 Company Secretary Cum Chief Financial Officer

1. Sh. Mohinder Kumar Jain has been appointed as a Manager w.e.f. April 04 2019 andmembers of the Company at their 37th Annual General Meeting held on September 28 2019 hadapproved the appointment of Sh. Mohinder Kumar Jain as Manager of the Company.

2. Ms. Jyoti Sud has been appointed as a Chief Financial Officer of the Company w.e.f.April 04 2019 in the Board Meeting held on April 04 2019.

DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declaration has been obtained from all Independent Directors undersub-section (6) of Section 149 of the Companies Act 2013 and applicable regulations ofSEBI (LODR) Regulations 2015.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review nine meetings of the board were convened and held on04.04.2019 28.05.2019 13.08.2019 25.09.2019 10.10.2019 13.11.2019 16.12.201912.02.2020 and 29.02.2020. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013. The details in respect to the Attendance isprovided in the Corporate Governance Report forming part of this Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Company's Independent Directors held their meeting on 13.11.2019 without theattendance of Non Independent Directors and members of the management. All IndependentsDirectors were present at the meeting and they:

1 Reviewed the performance of non-Independent directors and the Board as a whole;

2 Assessed the quality and timeliness of the flow of information between the Company'sManagement and the Board which is necessary for the Board to effectively and reasonablyperform their duties.

BOARD EVALUATION:

Pursuant to the Section 134(3) of the Companies Act 2013 and Regulation 17 of SEBI(LODR) regulations 2015 the Company has devised a policy for performance evaluation ofIndependent Directors and the Board. The Board has carried out an annual evaluation of itsown performance performance of its Committees as well as directors individually. TheBoard was satisfied with the evaluation process and approved the evaluation resultsthereof.

CORPORATE GOVERNANCE:

The Company is committed to follow the best Corporate Governance practices includingthe requirements under the SEBI Listing Regulations and the Board is responsible to ensurethe same from time to time. The Company has duly complied with the Corporate Governancerequirements. Further a separate section on Corporate Governance in compliance with theprovisions of Regulation 34 of the Listing Regulations read with Schedule V of the saidregulations along with a Certificate from a Practicing Company Secretary confirming thatthe Company is and has been compliant with the conditions stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:-

a) that in the preparation of the Annual Accounts for the year ended on 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2020and of the loss of the Company for the year ended on that date;

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

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

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

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

ANNUAL RETURN:

The Extract of Annual Return of the Company pursuant to sub-section 3 (a) of Section134 and to the provisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 for the financial year 2019-2020 in the Form MGT-9 has beenuploaded on Company's website at http://www.owmnahar.com/kovalam/pdf/Extract of AnnualReturn MGT-9 2019-2020.pdf as the requirement of attaching the extract of Annual Returnwith Board's Report has been done away by Section 36 of Companies (Amendment) Act 2017notified by Ministry of Corporate Affairs vide its Notification dated 31 July 2018.

PARTICULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTIES:

During the year under review No Related Party Transactions entered into with GroupCompanies/Related parties as per given at Note No. 25 to the Financial Statements.Therefore the requirement for disclosure of particulars of contracts or arrangement withrelated parties referred to in Section 188(1) is not applicable to the Company. YourCompany has framed a Policy on Related Party Transactions for purpose of identificationand monitoring of such transactions in line with the requirements of the Companies Act2013 and Listing Regulations and the said policy is availablehttp://www.owmnahar.com/kovalam/pdf/RPT-Policy.pdf. We would like to inform you thatduring the year no material related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company is having adequate internal control systems and procedures whichcommensurate with the size of the Company. The Company is having Internal Audit Departmentwhich ensures that the internal control systems are properly followed by all concerneddepartments of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

CORPORTE SOCIAL RESPONSIBILITY:

The Company is not covered under the purview of the requirements of Section 135 of theCompanies Act 2013 and the rules made thereon. Hence it is not applicable to theCompany.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee pursuant to Section 177(8) read withRule 6 of the Companies (Meetings of the Board and its Powers) Rules 2014 and SEBI(LODR) Regulations 2015.

Presently the Audit Committee consists of Sh. Komal Jain Sh. Faqir Chand Jandey whoare Non- Executive Independent Directors and Sh. Navdeep Sharma who is non-ExecutiveNon-Independent Director. The details in respect to the Attendance Powers Roles andTerms of Reference etc. are provided in the Corporate Governance Report forming part ofthis Report.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY:

As required u/s 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015 theCompany has constituted nomination & remuneration committee. Presently the committeeconsists of Sh. Komal Jain Sh. Faqir Chand Jandey who are Non- Executive IndependentDirectors and Sh. Navdeep Sharma who is nonExecutive Non-Independent Director. Further onthe recommendation of Nomination and Remuneration Committee the board has already frameda policy for selection and appointment of Directors Key Management Personnels &Senior Management and their remuneration. The details in respect to the AttendancePowers Roles and Terms of Reference etc. are provided in the Corporate Governance Reportforming part of this Report. The Nomination and Remuneration Policy is available on theCompany's website and the web link for the same ishttp://www.owmnahar.com/kovalam/pdf/Nomination-and-Remuneration- Policy.pdf

STAKEHOLDER RELATIONSHIP COMMITTEE:

As required u/s 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015 theCompany has constituted stakeholder relationship committee. Presently the committeeconsists of Sh. Komal Jain Sh. Faqir Chand Jandey who are Non- Executive IndependentDirectors and Sh. Navdeep Sharma who is nonExecutive Non-Independent Director. The detailsin respect to the Attendance Powers Roles and Terms of Reference etc. are provided inthe Corporate Governance Report forming part of this Report.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed M/s P.S Dua & Associates Company Secretariesin wholetime Practice to undertake the Secretarial Audit for the Financial Year 2019-2020.

There has been no qualification reservation adverse remark or disclaimer given by theSecretarial Auditor in his Report for the year under review and therefore does not callfor any further comments. During the year under review the Company has appointedQualified Company Secretary as Compliance Officer w.e.f. February 25 2019 on a regularroll and the Company could not appoint Company Secretary before the aforesaid datebecause of non -availability of suitable candidate. In this regard the Company paid fineof Rs. 173460/- imposed by the BSE Limited Stock Exchange for non-appointment ofQualified Company Secretary as Compliance Officer as per Regulation 6(1) of SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The Secretarial Audit Report in form MR-3 is enclosed herewith as Annexure- 1 andforms an integral part of this Report.

MAINTENANCE OF COST RECORDS:

The maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act 2013 is not applicable to the Company asthe Company is a Non-Banking Financial Company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197 (12) read with rule5 (1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed hereto as Annexure- 2 and forms part of this report.

DISCLOSURE AS PER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION PROHIBIITON ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. A Sexual Harassment Committee/Internal Complaints Committee (ICC) wassetup/constituted which is responsible for redressal of complaints related to sexualharassment at the workplace. During the Financial Year 2019-2020 the Company has notreceived any complaints on the same and hence no complaint was pending as at 31st March2020.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and analysis Report as required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report.

LISTING AGREEMENT:

To streamline the provisions of the Listing Agreement and its better enforceability theSecurities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The said Regulation becameeffective from 1st. December 2015. In compliance of the said Regulations the company hasentered into Listing Agreement with the BSE Ltd. on 23rd February 2016.

DEMATERIALSIATION OF SECURITIES:

Your Company has already established connectivity with both the Depositories i.e.National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL) to facilitate the holding and trading of securities in electronic form. Theshareholders who have not gone in for dematerialization of shares till date are requestedto opt for dematerialization of the shares at the earliest.

Further as per SEBI circular No. D&CC/FITTC/CIR-15/2002 dated 27th December 2002Company has appointed M/s. Alankit Assignments Ltd. as Registrar for Share Transfer andElectronic 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 of below mentioned address:

M/s. Alankit Assignments Limited (Unit: Kovalam Investment & Trading Co. Ltd.)

Alankit House 4E/2 Jhandewalan Extension

New Delhi-110 055

Telephone No. : (011) 42541234

Fax No. : (011) 42541201

E-mail address : rta@alankit.com Website : www.alankit.com

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

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES AND HOLDING COMPANIES:

Your Company does not have any Subsidiary Joint Venture or Associate Company andHolding Company as on 31st March 2020.

STATUTORY AUDITORS & AUDITOR'S REPORT:

We wish to inform you that M/s. YAPL & CO Chartered Accountants (Firm registrationnumber: 017800N were appointed as Statutory Auditors of the Company in the 35th AnnualGeneral Meeting (AGM) to hold office up to the conclusion of the 40th AGM subject toratification by shareholders each year at the AGM. As per the proviso of section 139 (1)the matter relating to appointment of the Auditors was to be ratified by the Members atthe every Annual General Meeting of the Company. The Ministry of Corporate Affairs videits notification dated 07 May 2018 has omitted the first proviso of section 139 of thePrincipal Act in sub section (1). Accordingly the Board has not proposed any resolutionfor the ratification of Appointment of Auditors by the Shareholders.

The Statutory Auditors have submitted Audit Report on the Financial Statements of theCompany for the Accounting year ended 31 March 2020. The Auditor's Report on the Accountsof the Company for the year under review is self explanatory and requires no comments.During the year under review there were no frauds reported by Auditors under Section143(12) of Companies Act 2013.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors of the Company has appointed M/s. Piyush Singla & Associates CharteredAccountants to conduct the internal audit of the Company for the financial year 2020-2021.M/s. Piyush Singla & Associates Chartered Accountants performs the duties of internalauditors of the Company and their report is reviewed by the audit committee.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review your Company has duly complied with applicablr provisionsof the Secretarial Standards on meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2).

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding conservation of energy technology absorption and foreignexchange earnings and outgo under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of The Companies (Accounts) Rules 2014 are not applicable as the Company is aNon- Banking Financial Company and hence no disclosure is required.

MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no material changes or commitments affecting the financial position of thecompany which have occurred between the end of Financial Year 31st March 2020 and thedate of this report.

RISK MANAGEMENT:

The Company being essentially an Investment Company its main sources of income isinterest income on loans and advances and dividend/income receivable on investments inEquity

Shares/Debentures/Bonds/deposits made and held by it in other companies. The financialbusiness is always prone to risks of capital market fluctuations and economic cycle. TheCompany has developed and implemented a risk management policy which identifies majorrisks which may threaten the existence of the Company. The same has also been adopted byyour Board and is also subject to its review from time to time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The company in accordance with Section 177 (9) of the Companies Act 2013 hasestablished a Vigil Mechanism/Whistle Blower Policy to report genuine concerns aboutunethical behaviour actual or suspected fraud or violation of Company's code of conductor grievances & to provide adequate safeguards against victimization of persons whomay use such mechanism. The mechanism provides for direct access to the Chairman of theAudit Committee in exceptional circumstances. The Audit Committee reviews and ensures theadequacy of the system laid down by the Company for the said purpose and no concern wasreported during the Financial year ended 31.03.2020. The Vigil Mechanism/Whistle BlowerPolicy is posted on the website of the Company and the web link for the same ishttp://www.owmnahar.com/kovalam/pdf/Whistle- Blower-Policy.pdf

POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with Regulation 9 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the board has adopted a policy for preservation ofdocuments and the same is also available on the Company's website and the web link for thesame is http://www.owmnahar.com/kovalam/pdf/Policy-on- preservation-of-documents.pdf

POLICY FOR DETERMINATION OF MATERIALITY OF THE DISCLOSURE OF EVENTS & INFORMATION:

In accordance with Regulation 30 (4) of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 a policy has been adopted regarding disclosures of anyevents or information which in the opinion of the board of directors is material and thesame is also available on the Company's website and the web link for the same ishttp://www.owmnahar.com/kovalam/pdf/Policy-for-determination-of-materiality-of-events-or-informations.pdf

ARCHIVAL POLICY:

In accordance with Regulation 30 (8) of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 an archival policy has been adopted by the Board. TheArchival Policy is available on the Company's website and the web link for the same ishttp://www.owmnahar.com/kovalam/pdf/Policy-on-Archival-of- Documents.pdf

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 Regulations to familiarize them with Company's procedures and practices.Further to update them on a regular basis the Company provides copies of all theamendments in Corporate Laws Corporate Governance Rules and SEBI Regulations. The detailsof Company's Policy on Familiarization Programs for Independent Directors are posted onthe website of the Company and can be accessed athttp://www.owmnahar.com/kovalam/pdf/Familiarization-Programme.pdf

GREEN INITIATIVE:

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 the MCA in its environmental friendly initiative.Accordingly henceforth Company propose to send documents such as Notice of the GeneralMeetings Annual Report and other communication to its shareholders via electronic mode tothe registered e-mail addresses of shareholders. To support this green initiative of theGovernment in full measure shareholders are requested to register/update their lateste-mail addresses with their Depository Participant (D.P.) with whom they are having DematA/c. We solicit your valuable co-operation and support in our endeavor to contribute ourbit to the environment.

LISTING OF EQUITY SHARES AND LISTING FEES:

Your Company's Equity Shares are listed on the BSE Limited (BSE) Mumbai and thelisting fees for the financial year 2020-2021 has been duly paid.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Industrial Relations remained cordial throughout the year. A detailed section onHuman Resources/Industrial Relations is provided in the Management Discussion and AnalysisReport which forms part of this Annual Report.

ACKNOWLEDGEMENT:

The Directors of the company wish to place on record their sincere thanks to theshareholders for their continued support co-operation and confidence in the management ofthe Company.

By Order of the Board of Directors For Kovalam Investment and Trading Company Limited

Place: Ludhiana Navdeep Sharma Komal Jain
Date: 29.07.2020 Director Director
DIN:00454285 DIN:00399948

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