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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 3.06
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 3.06
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 40th Annual Report together with the auditedaccounts of the company for the financial year ended 31st March 2022. YourCompany is a Non-Banking Financial Company (Non- public deposit taking company) andregistered under Reserve Bank of 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 2022 Financial year ended on March 31 2021
Revenue from operations 21088467.70 44469725.64
Other income 1.45 52289.01
Total Income 21088469.15 44522014.65
Profit/(Loss) before tax 19888781.31 42424369.31
Less: Tax expenses Current Tax 2352556.00 503777.00
Deferred Tax (557870.76) 7033199.92
Profit/(Loss) after Tax for the year 18094096.07 34887392.38
Other Comprehensive Income 719547968.24 130869106.52
Total Comprehensive Income 737642064.30 165756498.90
Earning Per Equity Share 8.14 15.69

INDIAN ACCOUNTING STANDARDS:

The financial statements have been prepared in accordance with the Indian AccountingStandards (Ind-AS) as notified by Ministry of Corporate Affairs (MCA) under Section 133 ofthe Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015as amended and other relevant provisions of the Act and applicable guidelines issued bythe Reserve Bank of India (RBI). The financial statements have been prepared in accordancewith the format prescribed for a Non-Banking Financial Company (NBFC) in compliance of theCompanies (Indian Accounting Standards) Rules 2015 in Division III of Notification No.GSR 1022 (E) dated October 11 2018 issued by the Ministry of Corporate Affairs.

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 March2022 of Rs. 3057377.07 (previous year 966706.57). The interest income earned for thefinancial year ended 31st March 2022 of Rs. 2541922.00 (previous years Rs.648579.00). During the year the company also earned brokerage income for the financialyear ended 31st March 2022 of Rs. 4787615.39 (net of service tax) onmobilization of funds of third parties (previous year Rs. 2837729.14). The Company hasalso earned net gain on fair value changes of Rs. 10701553.24 during the financial yearended 31st March 2022.

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 2022.

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 31.03.2022and a sum of Rs. 3619000.00 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.94834047.22 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 2022 remained unchangedand stood at Rs. 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 votingrights nor has granted any stock options or sweat equity none of the Directors of theCompany hold instruments 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:

As on March 31 2022 the Board of Directors consists of 4 (Four) Directors comprisingof 2 (two) NonExecutive Directors and 2 (two) Non-Executive Independent Directors.

During the year under review there was change in the Composition of the Board ofDirectors of the Company. Sh. Faqir Chand Jandey resigned from the Board of the Companyw.e.f. 16.03.2022 due to the fact that he could not qualify the online proficiencyself-assessment test of Independent Director conducted by the Indian Institute ofCorporate Affairs Ministry of Corporate Affairs (Govt. of India) at Manesar. Sh. FaqirChand Jandey has confirmed that there are no material reasons for his resignation otherthan those mentioned in his resignation letter. The Board placed on record the valuableservices rendered by Sh. Faqir Chand Jandey during his tenure and expressed its deep senseof appreciation and gratitude for the same.

During the year under review the Board of Directors of the Company upon therecommendation of Nomination and Remuneration Committee has appointed Dr. Suresh KumarSingla as an Independent Director of the Company w.e.f. 30.03.2022 for a period of 5 yearssubject to the approval of the Shareholders of the Company at ensuing Annual GeneralMeeting by way of Special Resolution.

Further in the opinion of the Board Dr. Suresh Kumar Singla who was appointed as anIndependent Director of the Company during the financial year ended 31.03.2022. TheNomination & Remuneration Committee and Board of Directors have recommended theappointment of Dr. Suresh Kumar Singla as an Independent Director of the Company. In termsof Rule 8(5)(iii)(a) of the Companies (Accounts) Rules 2014 the Board of Directors ofthe Company are of opinion that Dr. Suresh Kumar Singla possesses relevant expertiseintegrity and experience requisite to be appointed as an Independent Director. Further Dr.Suresh Kumar Singla is not required to pass the online proficiency self-assessment test.

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.

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 2022 in terms of provisions of Section 203 of the Companies Act 2013 and rulesmade there under:-

Names of KMP's Designation
Sh. Jai Karan Singh1 Manager
Mrs. Jyoti Sud Company Secretary Cum Chief Financial Officer

1. Sh. Mohinder Kumar Jain resigned from the post of Manager with effect from June 012021 and in his place the Board of Directors appointed Sh. Jai Karan Singh as Manager ofthe Company with effect from August 13 2021 in the Board Meeting held on August 13 2021for a term of 3 consecutive years. Further his appointment as Manager of the Company wasapproved by the Members in the 39th Annual General Meeting of the Company byway of Special Resolution.

DECLARATION OF INDEPENDENT DIRECTORS:

In terms of Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from all the Independent Directors of the Company. All IndependentDirectors of the Company have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act Regulation 16(1)(b) of theListing Regulations along with the declaration that they have registered themselves withthe Independent Director's Database maintained by the IICA as provided in sub-rule (3)rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014. In theopinion of the Board the Independent Directors fulfill the conditions of independencespecified in Section 149(6) of the Act Regulation 16(1) (b) of the Listing Regulations.The Independent Directors have also confirmed that they have complied with the Company'sCode of Business Conduct & Ethics.

MEETINGS OF THE BOARD AND COMMITTEES:

During the year under review five meetings of the board were convened and held on May27 2021 August 13 2021 November 12 2021 February 14 2022 and March 30 2022. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The details in respect to the Attendance is provided in the Corporate Governance Reportforming part of this Report.

Information on the Audit Committee the Nomination and Remuneration Committee and theStakeholders' Relationship Committee and meetings of those Committees held during the yearis given in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Company's Independent Directors held their meeting on November 12 2021 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 of Directors formally assess their own performance based on parameters which interalia include performance of the Board on deciding long term strategies rating thecomposition and mix of Board members discharging of governance and fiduciary dutieshandling critical and dissenting suggestions etc. The Board was satisfied with theevaluation process and approved the evaluation results thereof.

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 31stMarch 2022 the applicable accounting standards have been followed along with properexplanation relating 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 31stMarch 2022 and of the profit of the Company for the year ended on that date;

c) that the directors have taken proper and sufficient care for the maintenance 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 Annual Return of the Company pursuant to sub-section 3 (a) of Section 134 and theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 for the financial year 2021-2022 in the Form MGT-7 has beenuploaded on Company's website and the web link for the same ishttp://owmnahar.com/kovalam/pdf/KV-Annual-Return-2021-22.pdf

PARTICULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTIES:

During the year under review No Related Party Transactions entered into with Relatedparties as per given at Note No. 25 to the Financial Statements. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of the Act inForm AOC-2 is not applicable to the Company for financial year 2020-21 and hence does notform part of this report. Your Company has framed a Policy on Related Party Transactionsfor purpose of identification and monitoring of such transactions in line with therequirements of the Companies Act 2013 and Listing Regulations and the said policy isavailable http://www.owmnahar.com/kovalam/pdf/RPT-Policy.pdf.

We would like to inform you that during the year no material related partytransactions made by the Company with Promoters directors Key Managerial Personnel orother designated persons which may have potential conflict with interest of the Company atlarge. Pursuant to Listing Regulations the resolution for seeking approval of theshareholders on material related party transactions is being placed at the AGM.

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.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under and Regulations 24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors of the Company have appointed M/sP.S Dua & Associates Company Secretaries in Practice to undertake the SecretarialAudit of the Company for the financial year 2022-2023. The Company has received consentfrom M/s P.S Dua & Associates Company Secretaries to act as the auditor forconducting audit of the secretarial records for the financial year ending 31st March2023.

M/s P.S Dua & Associates Practicing Company Secretaries have carried out theSecretarial Audit for the financial year ended March 31 2022. The Secretarial AuditReport in Form No. MR-3 for the financial year ended 31st March 2022 under the Act readwith Rules made thereunder is annexed herewith as Annexure 1 and forms an integralpart of this report.

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.

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 thisreport.

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 Dr. Suresh Kumar Singla 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 Dr. Suresh Kumar Singla 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.

As mandated by proviso to Section 178(4) of the Companies Act 2013 salient featuresof Nomination and Remuneration Policy is annexed as Annexure-3 hereto and formspart of this report.

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 Dr. Suresh Kumar Singla 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.

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.

REPORTING OF FRAUD:

There are no frauds on or by your Company which are required to be reported by theStatutory Auditors of your Company.

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 2021-2022 the Company has notreceived any complaints on the same and hence no complaint was pending as at 31st March2022.

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 thecompany has entered into Listing Agreement with the BSE Ltd. on 23rd February2016.

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 2022.

STATUTORY AUDITORS & AUDITOR'S REPORT:

The Company's Auditors M/s YAPL & Co. Chartered Accountants (Firm RegistrationNo: 017800N) who have been appointed as the Statutory Auditors of the Company for theperiod up to the conclusion of the 39th Annual General Meeting have given their consentfor re-appointment as the Statutory Auditors for the second term of five years. They areholding a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

Members are requested to approve their appointment as the Auditors of the Company intheir ensuing Annual General Meeting to hold office for a period of 5 years commencingfrom the conclusion of 40th (Fortieth) Annual General Meeting till the conclusion of 45th(Forty Fifth) Annual General Meeting of the Company as recommended by the Board bypassing an ordinary resolution under Section 139 of the Companies Act 2013.

The Statutory Auditors have confirmed that they satisfy the criteria of independenceas required under the provisions of the Companies Act 2013. The Statutory Auditors havesubmitted Audit Report on the Financial Statements of the Company for the Accounting yearended 31 March 2022. The Auditor's Report on the Accounts of the Company for the yearunder review is self-explanatory and requires no comments. During the year under reviewthere were no frauds reported by Auditors under Section 143(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 have appointed M/s. Piyush Singla & Associates CharteredAccountants to conduct the internal audit of the Company for the financial year 2022-2023.The Company has received consent from M/s Piyush Singla & Associates CharteredAccountants to conduct the internal audit of the Company for the financial year ending31st March 2023.

M/s. Piyush Singla & Associates Chartered Accountants performs the duties ofinternal auditors of the Company for the financial year 2021-2022 and their report isreviewed by the audit committee.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review your Company has duly complied with applicable 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 2022and the date of this report.

BUSINESS 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. Thefinancial business is always prone to risks of capital market fluctuations and economiccycle. Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developedand implemented a risk management policy which identifies major risks which may threatenthe existence of the Company. The same has also been adopted by your Board and is alsosubject 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 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Regulations) Requirements2015 has established a Vigil Mechanism/Whistle Blower Policy to report genuine concernsabout unethical behaviour actual or suspected fraud or violation of Company's code ofconduct or grievances & to provide adequate safeguards against victimization ofpersons who may use such mechanism. The mechanism provides for direct access to theChairman of the Audit Committee in exceptional circumstances. The Audit Committee reviewsand ensures the adequacy of the system laid down by the Company for the said purpose andno concern was reported during the Financial year ended 31.03.2022. The VigilMechanism/Whistle Blower Policy is posted on the website of the Company and the web linkfor the same is http://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 PROGRAMMES:

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.

CODE OF CONDUCT:

Your Company has in place a Code of Conduct for the Board of Directors and SeniorManagement Personnel which reflects the legal and ethical values to which your Company isstrongly committed. The Directors and Senior Management Personnel of your Company havecomplied with the code as mentioned hereinabove. The Directors and Senior ManagementPersonnel have affirmed compliance with the Code of Conduct applicable to them for thefinancial year ended 31 March 2022. The said Code is available on the website of yourCompany at www.owmnahar.com.

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 theMCA in its environmental friendly initiative. Accordingly henceforth Company propose 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. We solicit yourvaluable co-operation and support in our endeavor to contribute our bit to theenvironment.

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 2022-2023 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.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-

No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year is not applicable; and

The requirement to disclose the details of difference between amount of the valuationdone at the time of one time settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons there of is not applicable.

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: 11.05.2022 Director Director
DIN:00454285 DIN: 00399948

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