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Nahar Spinning Mills Ltd.

BSE: 500296 Sector: Industrials
NSE: NAHARSPING ISIN Code: INE290A01027
BSE 00:00 | 18 Feb 39.45 0.45
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38.50

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40.00

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38.50

NSE 00:00 | 18 Feb 39.50 0.80
(2.07%)
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OPEN 38.50
PREVIOUS CLOSE 39.00
VOLUME 123
52-Week high 95.80
52-Week low 37.15
P/E
Mkt Cap.(Rs cr) 142
Buy Price 39.10
Buy Qty 94.00
Sell Price 39.50
Sell Qty 491.00
OPEN 38.50
CLOSE 39.00
VOLUME 123
52-Week high 95.80
52-Week low 37.15
P/E
Mkt Cap.(Rs cr) 142
Buy Price 39.10
Buy Qty 94.00
Sell Price 39.50
Sell Qty 491.00

Nahar Spinning Mills Ltd. (NAHARSPING) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Thirty Ninth Annual Report on theaffairs of the Company for the financial year ended 31st March 2019.

FINANCIAL PERFORMANCE

Your Company’s Financial Performance during the year is summarised below:

(Rs. In crores)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
Total Income 2317.85 2142.19
(Operation and Other Income)
Less: Total Expenses 2213.08 2188.50
Profit/Loss before tax and Exceptional Items 104.77 -46.30
Less: CSR Expenses 0.67 NIL
Profit/Loss before tax 104.10 -46.30
Less: Tax expenses (including deferred tax) 38.98 -14.12
Net Profit/Loss from continuing operations 65.12 -32.18
Other Comprehensive Income -2.35 0.98
Profit/Loss for the Period 62.77 -31.20

INDIAN ACCOUNTING STANDARD

The Company has adopted Indian Accounting Standards (Ind AS) and the financialstatements have been prepared as per the Indian Accounting standard Rules 2015 asprescribed under Section (133) of the Companies Act 2013 read with relevant Rules issuedthereunder and the other Accounting Principles generally accepted in India.

OPERATIONAL REVIEW AND STATE OF AFFAIR

We would like to inform you that Company operates in a single segment i.e."TEXTILE" as such disclosure requirements as per Indian Accounting Standard (IndAS) 108 issued by the Institute of Chartered Accountants of India New Delhi are notapplicable.

Before reviewing the operational performance we would like to inform you that YourCompany has been awarded Gold Trophy for the Highest Exports of cotton yarn in Counts 50sand below under Category III by TEXPROCIL for the year 2017-18.

We are pleased to inform you that during the year under review company performedexceedingly well. It achieved a total income from operations of Rs. 2317.85 crores asagainst Rs. 2142.19 crores showing an impressive increase of 8.20% over the previousyear. Likewise the exports at Rs. 1394.09 crores has also shown impressive increase of10.29 % over the previous year. On profitability front too the company substantiallyimproved its performance and earned a profit before tax of Rs 104.10 crores as againstloss of Rs. 46.31 crores in the previous year. After providing tax of Rs. 38.38 croresCompany earned a net profit of Rs. 65.72 crores as against loss of 32.18 crores. TheCompany’s Reserves (other equity) stands at Rs. 858.91 crores as on 31st March 2019.

We would also like to share with you the prevailing Textile scenario in the currentyear. The Textile Industry is passing through a very difficult period. Due to Slackness inthe global demand coupled with high cotton prices are effecting the fortunes of theTextile Industry. Trade dispute between U.S. and China has further aggravated theproblems for the Textile Industry. Because of the prevailing textile scenario spinningmills have already cut down their production in the past few months. The future is stillnot clear. Your management is looking at the future with a hope that situation willimprove for better in the second half of the current financial year.

DIVIDEND

The Board in its meeting held on 30th May 2019 has recommended a dividend @ 20 %(i.e. Rs. 1.00/-per equity shares of Rs. 5/- each) on paid up share capital for the yearended 31 st March 2019 out of the profits of the company. The proposal is subject to theapproval of the shareholders at the ensuing Annual General Meeting scheduled to be held on30th September 2019. The total dividend declared (excluding dividend distribution tax)for the current year is Rs.3.61 crores.

The dividend if approved at the forthcoming Annual General Meeting will be paid outof the Profits of the Company to all those shareholders whose names shall appear in theRegister of Members on 13th September 2019 or Register of beneficial Owners maintainedby the Depositories as at the close of 13th September 2019.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions Section 124(5) of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 all dividend remainingunpaid or unclaimed for period of seven consecutive years is required to be transferred tothe Investor Education Protection Fund (IEPF) established by the Central Government.Accordingly the Company has transferred an amount of Rs. 1595704/- (Rupees FifteenLakhs Ninety Five Thousand Seven Hundred Four Only) being the amount of unclaimed dividendfor the year 2010-11 to the Investor Education and Protection Fund. Besides as per theprovisions of Section 124 (6) of the Companies Act 2013 read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 theequity shares on which dividend remains unpaid or unclaimed by the shareholders for sevenconsecutive years or more is required to be transferred to the Demat Account of the IEPFAuthority. Accordingly in compliance of the provisions of the Act 45573 (Forty FiveThousand Five Hundred and Seventy Three) equity shares of Rs. 5/- each were transferred tothe DP/Client ID IN300708/10656671 opened in the name of the Investor Education andProtection Fund Authority. The details of the shareholders whose shares have beentransferred to the Demat account of IEPF Authority is also available on company’swebsite http://www.owmnahar.com/spinning/transfer-of-equity-shares-to-IEPF-php. and the same can be accessed through the link: www.iepf.gov.in.

We are pleased to inform that Shareholders can reclaim their subject shares/dividend bymaking an application to the IEPF Authority in e-Form IEPF-5 as per procedure providedunder Rule 7 of the IEPF Rules. The Shareholders can also view the procedure at www.iepf.gov.in.

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 2013and Regulation 25 of the Listing Regulations.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152(6) of the Companies Act 2013 and Article 117of Article of Association of the Company Sh. Dinesh Gogna (DIN 00498670) and Sh. KamalOswal (DIN 00493213) will be retiring by rotation at the ensuing Annual General Meetingand being eligible offer themselves for reappointment. The Board recommends theirreappointment to the members of the Company at the ensuring Annual General Meeting.

Pursuant to the provision of Section 203 of the Companies Act 2013 Mr. Dinesh OswalManaging Director Mr. Anil Garg Chief Financial Officerand Mr. Brij Sharma CompanySecretary are the Key Managerial Personnel (hereinafter referred as KMP) of the Companyand there has been no change in the KMP since the last fiscal year

BOARD EVALUATION

The provisions of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 mandate that a formal annualperformance evaluation is to be made by Board of its own performance and that of itsCommittee and individual Directors Schedule IV of the Companies Act 2013 states thatperformance evaluation of the Independent Director shall be done by Directors excludingthe Director being evaluated.

The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination and Remuneration Committee of the Companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to evaluate the performance of individual directors including the Chairman of theBoard. They were evaluated on parameters such as their education

knowledge experience expertise skills behavior leadership qualities level ofengagement and contribution independence of judgment decision making ability forsafeguarding the interest of the Company stakeholders and its shareholders. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors. The outcome of the Board Evaluation for the Fiscal 2019was discussed by the Nomination and remuneration Committee at the meeting held on 29thMay 2019 and the Board at the meeting held on 30th May 2019 The Board was satisfied withthe evaluation process and the approved the evaluation results thereof. CORPORATEPOLICIES:

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 thelisted Companies are required to formulate certain policies. As a good corporate entitythe Company has already formulated several corporate governance policies and the same areavailable on the Company’s website i.e. www.owmnahar.com.The said policies are reviewed periodically by the Board to make them in compliance withthe new Regulations/requirements.

The Company has adopted certain policies the details of which are qiven hereunder:

Name of the Policy Brief Description
Appointment & Remuneration Policy Pursuant to the provisions of Section 178 of the Companies Act 2013 read with SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Board of Directors in their meeting held on 3rd February 2015 approved the Policy for Appointment and Remuneration of Directors Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee.The policy formulates the principle and criteria for determining qualification .competence positive attributes integrity and independence etc. for DirectorsSenior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of directors key manager personnel and other employees.
Corporate Social Responsibility Policy Pursuant to the provisions of Section 135 of the Companies
Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 the CSR Committee formulated the CSR Policy which was adopted by the Board. The CSR policy outlines the various programmes/ projects/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 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 on Materiality of Related Parties Transactions and Dealing with Related Party T ransactions Pursuant to the requirements of regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 The Board has approved a policy on Materiality of Related Parties Transactions and Dealing with Related Party Transactions. The Policy regulates the transaction between the Company and its Group Companies and related parties. The policy has been uploaded on Company’s website and can be access at http://www.owm nahar.com/spinning/pdf/RPT- NAHAR-SPINNING.pdf
Insider Trading Policy To provide the framework for dealing in the securities of the Company by the insiders the Board has approved and adopted the following codes in its meeting held on 30th May 2015 under SEBI (Prohibition of Insider Trading Regulation 2015). Further in terms of Regulation 3(2A) of SEBI (Prohibition of Insider Trading) Regulations 2015 as amended by the SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 and the Securities and Exchange Board of India (Prohibition of
Insider Trading) (Amendment) Regulations 2019 the Board of Directors of a Listed Company are required to make a policy for determination of "Legitimate Purposes" as a part of Code of Fair Disclosures and Conduct formulated under Regulation 8 of the Regulations. Accordingly the Board of Directors in their meeting held on 11th February 2019 amended the Code of Practices and Procedures for fair disclosure of unpublished price sensitive information to include therein the policy for Determination of Legitimate Purpose.
The Policy Provides for:
1. Code of practice and procedures for fair disclosure of unpublished price sensitive information.
2. Policy for Determination of Legitimate Purpose
The Codes help to regulate trading in securities by the Directors and designated employees of the Company. The Codes require pre- clearance for dealing in the Company’s share and prohibit the purchase and sale of Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to Company and during the period when Trading Window is closed. The policy has been uploaded on Company’s website and can be access at http://www.owmnahar .com /spinning/pdf/Code-of-fair- disclossure.pdf
Policy for Preservation of documents Board of directors in their meeting held on 10th February 2016 has approved and adopted the policy for Preservation of documents. The policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per requirements of applicable laws.
Archival Policy Pursuant to the requirements of Regulation 30(8) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations 2015 The Board has approved and adopted the Archival Policy in its Meeting held on 10th February 2016. The policy ensure protectionmaintenance and archival of Company’s disclosuresdocuments and records that are placed on Company’s website i.e.http:// owmnahar.com/
Board Diversity Policy The Board of Directors in their Meeting held on 12th November 2014 has approved and adopted the Board Diversity Policy as per the recommendation of Nomination and Remuneration Committee. The policy envisages diversification 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 to maintain the independence of the Board and separate its functions ofgovernance and management. The present Board consists often members Sh. Jawahar Lai Oswalis non-executive Chairman. Sh. Dinesh Oswal is a Managing Director. There are four NonExecutive Directors and five are Independent Directors out of which one Director namely;Dr. (Mrs.) Manisha Gupta as Women Director on the Board.

The Company’s Policy of Appointment and Remuneration includes criteria fordetermining Qualification Positive Attributes Independence of Directors and othermatters as required under sub Section 3 of Section 178 of the Companies Act 2013. Thepolicy also laid down the criteria for determining the remuneration of directors keymanagerial personnel and other employees. The Appointment and Remuneration Policy of theCompany is available on the Company’s website and can be accessed at www.owmnahar.com/spinning/pdf/NSMLAPPOINTMENTANDREMUNERATI ONPOLICY.pdf. There has been no change in thePolicy since the last fiscal year. We affirm the remuneration paid to the directors is asper the terms laid out in the

Nomination and Remuneration policy of the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors held their meeting on 30thNovember 2018 without the attendance of Non Independent Directors and members of theManagement. All Independent Directors were present 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 theviews of Executive Directors and Non- Executive Directors;

iii. Assessed the quality and timeliness of the flow of information between thecompany’s Management and the Board which is necessary for the Board to effectivelyand reasonably perform their duties.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

At the time of appointing a Director the Company issues a formal letter of appointmentwhich inter alia explains the role functions duties and responsibilities expected fromhim/her as a Director of the Company. All Independent Directors are provided with allpolicies/Guidelines as framed by the Company under various statutes and SEBI (ListingObligations and Disclosure Requirements) Regulations to familiarize with Company’sprocedure and practices. Further to update them on the regular basis the Companyprovides copies of all amendments in Corporate Laws Corporate Governance Rules and SEBI(Listing Obligations and Disclosure Requirements) Regulations. The details of theCompany’s policy on Familiarization Programs conducted during the year under reviewfor Independent Directors are posted on the Company’s website and can be assessed at:http://www.owmnahar.com/spinning/pdf/familarisation-Programe.pdf

NO. OF BOARD MEETINGS

During the year under review the Board of Directors met five times i.e. 30th May2018 6th August 2018 28th September 2018 12th November 2018 and 11 th February 2019with a predefined agenda circulated well in advance. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacture & Exports of yarns and knitted garments.Likewise some Group Companies (which are public limited Companies) are also engaged in theTextile Industry. Because of nature of Industry sometimes sale/purchase/fabrication jobstransactions takes place between the Group Companies in the ordinary course of businessat Arm’s length basis and are in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel etc which may have potential conflict of interest with theCompany at large or which warrants the approval of the shareholders. Accordingly notransactions are being reported in Form AOC-2 in terms of Section 134 of the Act read withthe Rule 8 of the Companies (Accounts) Rules 2014. However the transactions entered intowith the Group Companies during the year under review has been given in Notes to thefinancial statements in accordance with the Accounting Standards.

The Company has not entered into any contract or arrangement with the related partiesas referred in Section 188(1) of the Companies Act 2013. Thus the requirement fordisclosure of particulars of contracts or arrangement with related parties referred to inSection 188(1) is not applicable. However as per Company’s policy all the GroupCompanies transactions regarding sales/purchase etc. are placed before the Audit Committeeas well as the Board for their information and approval.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which these financial statementsrelate and the date of this report.

SHARE CAPITAL

The Paid up equity share capital of the Company as on 31 st March 2019 is Rs. 1803.27Lakhs. During the year under review Company has neither issued any shares withdifferential rights as to dividend voting or otherwise nor granted any stock options orsweat 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 Company’s operations in future.

PARTICULARS OF LOANS INVESTMENTS GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company has not provided any Guarantee under section 186 of the Companies Act2013. However the details of Loans and Investments covered under the provisions ofSection 186 of the Companies Act 2013 form part of the Notes to the Financial Statementsprovided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As reported in our last report Company adopted CSR Policy and decided to undertake CSRActivity 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 websitei.e. www.owmnahar.com. During the year underreview company was required to spend an amount of Rs. 67.85 Lakhs (being the 2% of theaverage net profits made during the three immediate preceding financial years on CSRactivities). Accordingly company has Contributed Rs. 67.85 Lakhs to M/s Oswal Foundationfor undertaking CSR activities as approved by CSR Committee.

The disclosure in respect of the existing CSR Activities pursuant to Section 134(3) ofthe Companies Act 2013 read with Rule 9 of the Companies (Accounts) Rules 2014 andCompanies (Corporate Social Responsibility) Rules 2014 is annexed hereto as"Annexure I" and forms part of this Report.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act 2013 the Board of Directors havealready constituted Audit Committee consisting of three Non-Executive Directors namely;Prof. K.S. Maini as Chairman Sh. Dinesh Gogna and Dr. S.K. Singla as members. Mr. BrijSharma is the Secretary of the Committee. The Committee held four meeting during the yearunder review.

VIGIL MECHANISM

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 themembers of the Audit Committee about unethical behavior Actual or suspected fraud orviolation of Company’s Code of Conduct so that appropriate action can be taken tosafeguard the interest of the Company. The Mechanism also provides for adequate safeguardsagainst victimization of persons who uses such mechanism. The mechanism provides directaccess to the chairperson of the Audit Committee in appropriate or exceptional cases. TheWhistle Blower Policy/Vigil Mechanism is also posted on Company’s Website. TheCompany has a dedicated e-mail address i.e. whistle blowernsml @owmnahar.com for reportingthe genuine concerns.

The Audit Committee regularly reviews the working of the Mechanism. No complaint wasreceived during the year under review.

SUBSIDIARY JOINT VENTURE OR ASSOCIATES COMPANY

The Company does not have any subsidiaries joint venture and Associates Company duringthe year under review.

CREDIT RATING

We are pleased to inform that the Credit Rating Information Services of India Ltd.(CRISIL) in their Credit Rating Report of 15th January 2019 has re-affirmed the creditrating "A/Stable" for long term debt instruments/ facilities and "A1"for the short term debt instruments/ facilities. The rating "A" indicates stableand rating "A1" indicates very strong degree of safety regarding timely paymentof the financial obligations. Further the CRISIL in their Credit Report of January 2019has re-affirmed the credit rating "A1"for Rs. 235.00 Million Commercial Paper.

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 read with Companies (Management andAdministration) Rules 2014 the Company may send financial statements and other documentsby electronic mode to its members. Your Company has decided to join the MCA in itsenvironmental friendly initiative.

Accordingly henceforth Company propose to send documents such as notices of GeneralMeetings Annual Report and other communications to its shareholders via electronic modeto the registered E-mail addresses of the shareholders. To support this green initiativeof the Government in full measure shareholders are requested to register/update theirlatest E-mail addresses with their depository Participant (D.P.) with whom they are havingDemat Account or send the same to the Company via Email at:-secnsm@owmnahar.com or gredressalnsml @owmnahar.com.We solicit your valuable co-operation and support in our endeavor to contribute our bit tothe Environment.

LISTING OF SECURITIES

The securities of the company are presently listed on the following Stock Exchanges:.

i. The BSE Ltd. 25th Floor Phiroze Jeejeebhoy Towers Dalai StreetMumbai.

ii. The National Stock Exchange of India Ltd. Exchange Plaza 5th FloorPlot No.C/1 G- Block Bandra Kurla Complex Bandra (E) Mumbai

The Company has paid listing fee to both the Stock Exchanges for the financial year2019-20.

DEMATERIALISATION OF SECURITIES

As the members must be aware that Companies securities are tradable compulsorily inelectronic form w.e.f. 21st March 2000. Your Company has already established connectivitywith both the Depositories i.e. National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) to facilitate the holding and trading ofsecurities in electronic form. As on date 97.18 % of the total Equity Share Capital of theCompany has been dematerialized. The shareholders who have not gone in fordematerialisation of shares till date are requested to opt for dematerialisation of theshares 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 the StockExchanges 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:

Alankit Assignments Limited (Unit: Nahar Spinning Mills Limited)

Alankit Heights 3E/7 Jhandewalan Extension

New Delhi-110055
Telephone No. : (011)23541234
Fax No. : (011)23552001
E-mail address : rta@alankit.com

Besides SEBI vide its Gazetted notification dated June 08 2018 amended the Regulation40 (1) (b) of SEBI (LODR) Regulations 2015 whereby it has been provided that except incase of transmission or transposition of securities requests for effecting transfer ofsecurities shall not be processed unless the securities are held in Dematerialized formwith the Depository w.e.f. 1st April 2019.

In view of the above members are hereby informed that w.e.f. 1st April 2019 requestsfor effecting transfer of securities in physical form shall not be processed unless thesecurities are held in the dematerialized form with a depository. Hence all members whoare holding equity shares in physical form are requested to go in for dematerialization ofsecurities at the earliest.

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

ENVIRONMENT FRIENDLY CORPORATE ENTITY As a responsible corporate entity yourCompany is sensitive to environment also and is contributing a bit to improve theecological balance by introducing Organic Cotton yarns & Fair Trade Cotton Yarnscertified by Control Union Certificate of Netherlands & F.L.O. of Germany.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for theyear under review confirm in their entirely to the requirements of Companies Act 2013.

The Directors confirm :

I) that in preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures;

II) that they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit or 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 provisions of this Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;

IV) that they had prepared the Annual Accounts on a going concern basis.

V) that the directors in the case of a listed company had laid down internalfinancial Controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively;

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

AUDITORS & AUDITOR’S INDEPENDENT REPORT STATUTORY AUDITORS

We wish to inform you that M/s YAPL & Co Chartered Accountants Firm Registrationno (017800N) were appointed as Statutory Auditors by the Members of the Company for aterm of five consecutive years starting from the conclusion of the 37th Annual GeneralMeeting upto the conclusion of the 42nd Annual General Meeting of the Company in thecalendar year 2022. As per the proviso of section 139 (1) the matter relating toappointment of the Auditors was to be ratified by the Members at the every Annual GeneralMeeting of the Company. The Ministry of Corporate Affairs vide its notification dated 07May 2018 has omitted the first proviso of section 139 of the Principal Act in subsection (1). Accordingly the Board has not proposed any resolution for the ratification ofAppointment of Auditors by the Shareholders.

AUDIT REPORT

The Statutory Auditors have submitted Audit Report on the Financial Statements of theCompany for the Accounting year ended 31 st March 2019. The observations and commentsgiven by Auditors in their Report read together with the Notes to the Accounts are selfexplanatory and require no comments.

COST AUDITORS

We would like to inform you that the Ministry of Corporate Affairs vide Notificationdated 31st December 2014 amended Companies (Cost Records and Audit) Rules 2014 pursuantto which the Company’s business Activities have been included within the purview ofCost Audit requirement. Accordingly the company is maintaining Accounts and CostingRecords. Further the Board of Directors on the recommendation of Audit Committee hasappointed M/s Ramanath Iyer & Co. (Firm Registration No. 000019) Cost Accountant asCost Auditors of the Company for financial year 2019-20 and has fixed a remuneration ofRs.1.75 Lakhs (Rupees One Lakh Seventy Five Thousand Only) plus applicable taxes andreimbursement of out of Pocket expenses incurred subject to the ratification of themembers as per the provision of Section 148(3) of the Companies Act 2013 and Rules 14 ofthe Companies (Audit and Auditors) Rules 2014. A resolution for the ratification of theremuneration of the Cost Auditors by the members at the ensuing Annual General Meeting isbeing proposed for your approval.

SECRETARIAL AUDITOR

The Board pursuant to the provision of Section 204 of the Companies Act 2013 readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has appointed M/s. P.S. Bathla & Associates Practicing Company Secretarieshaving Certificate of Practice No. 2585 as Secretarial Auditor to conduct SecretarialAudit for the financial year 2019-20. M/s. P.S. Bathla & Associates PracticingCompany Secretaries have carried out the Secretarial Audit for the financial year endedMarch 312019 and their Secretarial Audit Report in Form No. MR-3 is annexed hereto asAnnexure II form part of this Report.

The Report is self explanatory and requires no comments.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identify evaluatemanage and monitor all types of risks associated with the business of the Company. TheBoard as well as Audit Committee regularly overseas the risk management process in theCompany as required under 134(3)(n) of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015. Your Company is operating inTextile segment and has identified certain risks which may affect the performance of theCompany. These are operational risks such as fluctuation in cotton prices fluctuation inforeign exchange rates Labour problems and regulatory risks such as change in GovernmentPolicy with respect to Textile Industry etc. The Company’s Risk Management Policyaims to suggest the steps to be taken to control and mitigate the risk associated with theCompany’s Textile Business. We are of opinion that none of identified risk is suchthat which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL AND SYSTEMS

The Company is maintaining an efficient and effective system of Internal FinancialControl for facilitation of speedy and accurate compilations of financial statements. TheCompany’s Internal Financial Control System is designed to ensure operationalefficiency protection and conservation of resources accuracy and promptness in financialreporting and compliances with procedures laws and regulations. The Company’sInternal Control System commensurate with the nature of its business and size of itsoperations. In order to further strength the Internal Control System and to automate thevarious process of the business Company is making use of Enterprise Resource Planning(ERP).

The Company has appointed M/S SC Vasudeva & Co. Chartered Accountants as InternalAuditor of the Company. The company is also having internal audit department to test theadequacy and effectiveness of Internal Control Systems lay down by the Management andsuggests improvement in the systems. Internal Audit Reports are discussed with theManagement and are reviewed by the Audit Committee of the Board. During the yearCompany’s Internal Controls were tested and no reportable weakness in the system wasobserved. Apart from the above an Audit Committee consisting of three Non ExecutiveDirectors has been constituted. All the significant audit observations and follow upActions thereon are taken care of by the Audit Committee. The Audit Committee alsooversees and reviews the adequacy and effectiveness of Internal Control in the company.The Audit Committee met four times during the financial year under review. The company hasalso established a Vigil Mechanism as per Section 177(9) of Companies Act 2013 read withRule 7 of the Companies (Meeting of Board and its Powers) Rules 2014.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any Public Deposit withinthe meaning of Section 73 of the Companies Act 2013 and the Rules made there under.There is no outstanding/unclaimed deposit from the public. However the information asrequired under Rule 8 of the Companies (Accounts) Rules 2014 is given hereunder:-

(i) Deposits accepted during the year : Nil

(ii) Deposits remained unpaid or unclaimed as at

the end of the year :Nil

(iii) Default in repayment of deposits and deposits which are not in compliance withthe requirements of Chapter V of the Companies Act2013 :N.A.

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. The Company has complied with the provisions relating to the constitution ofInternal Complaint Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the financial year 2018-19 theCompany has not received any complaints on sexual harassment and hence no compliantremains pending as of 31st March 2019.

ANNUALRETURN

The Extract of Annual Return of the Company pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 for thefinancial year 2018-19 in the Form MGT-9 has been uploaded on Company’s website at http://www.owmnahar.com/spinning/pdf/39TH-ANNEX-lll-Extract-of-annual-return-MGT-92-(1).pdf PARTICULARS OF EMPLOYEES Theinformation required pursuant to Section 197(12) of the Companies Act 2013 read with Rule5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is annexed as "Annexure III" and form partof this 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 ANNEXURE IV annexed here to and form part of this report.

During the year under review Sh. Dinesh Oswal Managing Director of the Company hasbeen paid a remuneration of Rs. 63387900/- (Rupees Six Crore Thirty Three Lakhs EightySeven Thousand Nine Hundred) for financial year 2018-19 as per the approval of theCentral Government vide its letter no. SRN G41303728/2017-CL-VII dated 26th December;2017. No other employee was in receipt of remuneration exceeding the limits as providedunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The detailed information as required under Section 134(3) of the Companies Act 2013read with Sub Rule 3 of the Rule 8 Companies (Accounts) Rules 2014 is enclosed as perAnnexure-IV and forms part of this report.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. TheCompany has already constituted several committees of directors to assist the Board ingood Corporate Governance. The Corporate Governance Report alongwith the AuditorsCertificate regarding compliance of the conditions of the Corporate Governance asstipulated in part C of Schedule VI of the SEBI (Listing Obligation and disclosureRequirements) Regulations 2015 is attached herewith as Annexure-V and from part of thisreport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as per SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 is enclosed as perAnnexure-VI and forms part of this Report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent resultswere achieved with the whole hearted co-operation of employees at all levels. ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their thanks andappreciation to all workers staff members and executives for their contribution to theoperations of the Company. The Directors are thankful to the Bankers FinancialInstitutions for their continued support to the Company. The Directors also place onrecord their sincere thanks to the shareholders for their continued support co-operationand confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD
PLACE: LUDHIANA JAWAHAR LAL OSWAL
DATED: 13th AUGUST2019 (Chairman)
DIN: 00463866