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Nalwa Sons Investments Ltd.

BSE: 532256 Sector: Financials
NSE: NSIL ISIN Code: INE023A01030
BSE 00:00 | 06 Jul 1327.15 -22.85
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NSE 00:00 | 06 Jul 1317.40 -38.35
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OPEN 1334.85
PREVIOUS CLOSE 1350.00
VOLUME 9
52-Week high 2299.00
52-Week low 1228.35
P/E 12.10
Mkt Cap.(Rs cr) 682
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1334.85
CLOSE 1350.00
VOLUME 9
52-Week high 2299.00
52-Week low 1228.35
P/E 12.10
Mkt Cap.(Rs cr) 682
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nalwa Sons Investments Ltd. (NSIL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 50th Annual Report on the Business andOperations of your Company together with the Audited Statement of Accounts for thefinancial year ended 31st March 2021.

1. FINANCIAL RESULTS

The Financial performance for the Financial year ended 31st March 2021 is summarizedbelow:

(Rs. in Lakhs)

PARTICULARS Standalone Consolidated
Year Ended 31.03.2021 Year Ended 31 .03.2020 Year Ended 31 .03.2021 Year Ended 31 .03.2020
Revenue from Operations 4371.59 4095.17 6512.43 5896.86
Other Income 236.47 5.25 239.37 7.30
Total Income 4608.06 4100.42 6751.80 5904.16
Total Expenses 1091.63 2604.14 2143.53 4970.44
Profit before Exceptional items & Tax 3516.43 1496.28 4608.27 933.72
Exceptional Item - - 149.14 -
Income Tax earlier years (377.29) 0.00 (377.05) (2.02)
Current Tax 721.93 90.49 952.76 299.54
Deferred Tax Liability/(Assets) (149.18) (1052.20) (130.99) (1316.34)
Profit for the year after Tax 3320.97 2457.99 4314.14 1942.60
Total Comprehensive Income 187594.98 (40973.78) 192064.28 (43.365.18)

2. COMPANY'S PERFORMANCE

On a standalone basis the Income of the Company by way of dividend interest and otherincome stood at ' 4608.06 lakh during the financial year ended 31st March 2021 ascompared to ' 4100.42 lakh during the previous year. Profit before exceptionalitems & Tax at ' 3516.43 Lakh as compared to ' 1496.28 lakh duringprevious year. Profit after tax stood at ' 3320.97 lakh as compared to '2457.99 lakh during the previous year.

On a consolidated basis the Total Income stood at ' 6751.80 lakh during thefinancial year ended 31st March 2021 as compared to ' 5904.16 lakh during theprevious year. Profit after tax stood at ' 4314.14 lakh as compared to? 1942.60lakh during the previous year.

3. FUTURE PROSPECTS

Your Company holds significant investments in Equity Shares of O.P. Jindal Group ofCompanies therefore the business prospects of the Company largely depends on the businessprospects of O.P. Jindal Group of Companies and the steel industry. The Indian steelindustry has entered into a new development stage riding high on the resurgent economyand rising demand for steel.

Your Company is looking forward for a sustainable growth in its investee Companies inthe coming years which would enhance the shareholders' value. Considering the forecastedgrowth in the economy as a whole and the steel industry in particular the Company expectsto enhance its entrenched value for the benefit of the shareholders' at large.

4. DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND

In terms of the Dividend Distribution Policy of the Company and as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI LODR") equityshareholders of the Company may expect dividend if the Company is having surplus funds andafter taking into consideration the relevant internal and external factors as mentioned inthe said Policy. Accordingly Board of Directors has not recommended any dividend for thefinancial year ended 31st March 2021. The Dividend Distribution Policy is available onCompany's website at the following link: https://www.nseindia.com

There is no unclaimed and unpaid dividend remaining due with the Company. Hence theCompany has not transferred any amount to Investor Education and Protection Fund ofGovernment of India during the financial year under review.

5. TRANSFER TO RESERVES

An amount of ' 664.19 lakh was transferred to Statutory Reserve Fund during thefinancial year under review.

6. DEPOSITS

Your Company has not accepted/received any deposits under report falling within theambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 150000000 (Rupees Fifteen CroreOnly) divided into 15000000 (One Crore Fifty Lakhs only) Equity shares of Rs. 10(Rupees Ten only) each. The paid up equity share capital as on March 31 2021 is Rs.51361630 (Rupees Five Crore Thirteen Lakhs Sixty One Thousand Six Hundred and Thirtyonly) comprising 5136163 (Fifty One Lakhs Thirty Six Thousand One Hundred and SixtyThree only) equity shares.

There was no buy back of equity shares public issue of securities rights issue bonusissue or preferential issue etc. during the year under review. The Company has not issuedshares with differential voting rights sweat equity shares nor has it granted any stockoptions.

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2020-21is prepared in compliance with the applicable provisions of the Companies Act 2013Indian Accounting Standards(Ind-AS) and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

9. HOLDING SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Your Company does not have any Holding Company. The Company has 3 direct subsidiariesas on March 31 2021 namely (i) Jindal Steel & Alloys Ltd. (ii) Nalwa TradingLimited(formerly Known as Jindal Holdings Ltd.) and (iii) Brahmaputra Capital &Financial Services Ltd. Jindal Equipment Leasing and Consultancy Services Ltd. is anassociate of the Company. There is no Joint Venture of the Company Jindal Steel &Alloys Limited and Brahmputra Capital & Finance Services Ltd. are materialsubsidiaries of your Company.

Jindal Stainless (Mauritius) Limited (JSML) a wholly owned subsidiary has ceased tobe subsidiary of the Company w.e.f. 2nd December 2020 consequent upon completion ofnecessary formalities regarding transfer of entire shareholding of the Company in JSML toMr. Rajeev Rahlan resident of USA (the Acquirer) as approved by the Board of Directorsof the Company at its meeting held on 11th November 2020.

In terms of the provisions of Section 136 of the Act the standalone financialstatements of the Company consolidated financial statements of the Company along withother relevant documents and separate audited accounts of the subsidiaries are availableon the website of the Company at the link: viz. www.nalwasons.com.

The members if they desire may write to the Secretarial Department of the Company at28 Najafgarh Road Moti Nagar Industrial Area New Delhi-110 015 to obtain the copy ofthe financial statements of the subsidiary companies. A statement containing the salientfeatures of the financial statement of the subsidiaries and associate company in theprescribed Form AOC - 1 is attached along with financial statements. The statement alsoprovides the details of performance and financial position of each of the subsidiarycompany. Your Company has framed a policy for determining "Material Subsidiary"in terms of Regulation 16(6) of SEBI LODR which is available at the website of theCompany at the link:http://nalwasons.com/pdf/Policy_for_determining_material_subsidiaries_NSIL001.pdf

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Narender Garg was appointed as an Additional Director(Non Executive Independent)w.e.f. 17th July 2020. The Resolution for his appointment as Director was passed by themembers at the 49th Annual General Meeting.

Mrs. Deshmukh ceased to be Director of the Company w.e.f. 28th December 2020 asspecial resolution regarding her reappointment for 2nd term of 5 years w.e.f. 25th March2020 as an Independent Director was not passed with requisite majority at the 49th AnnualGeneral Meeting held on 28th December 2020. The Board places on record her sincereappreciation for the valuable contribution made by her during her tenure.

Mr. Kanwaljit Singh Thind and Mrs. Shruti Shrivastava were appointed as AdditionalDirector (Non Executive Independent) of the Company w.e.f. 21st January 2021.Therequisite resolutions for appointment of Mr. Kanwaljit Singh Thind and Mrs. ShrutiShrivastava as non-executive Independent Director to hold office for a 1st term of 5consecutive (five) years w.e.f. .21st January 2021 will be placed before the members fortheir approval at the ensuing Annual General Meeting.

Mr. Rakesh Kumar Garg who retires by rotation at the ensuing AGM under the provisionsof the Companies Act 2013 and being eligible offers himself for re-appointment.

Mr. Ram Gopal Garg Independent Director of the Company passed away on 2nd May 2021due to Covid-19. The Board places on record his sincere appreciation for the valuablecontribution made by him during his tenure.

Brief resumes of the abovementioned Directors being appointed the director who retireby rotation and eligible for re- appointment nature of their expertise in specificfunctional areas details of Directorship in other companies membership / chairmanship ofcommittees of the board and other details as stipulated under Regulation 36(3) of SEBILODR and Secretarial Standard - 2 issued by The Institute of Company Secretaries of Indiaare given in the Notice forming part of the Annual Report.

All Independent Directors have given declaration to the Company that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 andRegulation 16 of SEBI LODR. Further all the Directors have also confirmed that they arenot debarred to act as a Director by virtue of any SEBI order or any other statutoryauthority.

Your Company has also devised a Policy on Familiarization Programme for IndependentDirectors which aims to familiarize the Independent Directors with your Company nature ofthe industry in which your Company operates business operations of your Company etc. Thesaid Policy may be accessed on your Company's website at the link:http://nalwasons.com/pdf/DETAILS%200F%20FAMILIARIZATI0N%20%20PR0GRAMMES%20IMPARTED%20T0%20INDEPENDENT%20DIRECT0RS%20NSIL.pdf

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met five times during the financial year ended on 31st March2021. The details of Board Meetings and the attendance of the Directors are provided inthe Corporate Governance Report forming part of this Annual Report.

In term of requirements of Schedule IV to the Companies Act 2013 and Regulation 25 ofSecurities and Exchange Board of India (Listing 0bligations and Disclosure Requirements)Regulations 2015 a separate meeting of the Independent Directors was held on June 262020.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole and

b. Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 ("the Act") and theCorporate Governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing 0bligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") the Board has carried out the annual performance evaluation ofits own performance the Directors individually as well as the evaluation of the workingof its Committees.

An annual performance evaluation of all Directors the Committees of Directors and theBoard as a whole for the year under review was carried out. For the purpose of carryingout performance evaluation assessment questionnaires were circulated to all Directors andtheir feedback was obtained and recorded. The Directors expressed their satisfaction withthe evaluation process.

13. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS KMP & OTHER SENIOREMPLOYEES

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which is a part of this report.

14. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued there under as well asRegulation 16 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

15. EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Act annual return is available on theCompany's website at the link: www.nalwasons.com

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) read with Section 134(5) of theCompanies Act 2013 with respect to directors' responsibility statement it is herebyconfirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and of the profitand loss of the Company for the year ended on that date;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

17. AUDITORS

a) Statutory Auditor:

At the Company's 46th Annual General Meeting (AGM) held on September 28 2017 M/sDoogar & Associates Chartered Accountants 13 Community Centre East of Kailash NewDelhi - 110 065 Firm Registration No. 000561N were appointed as Statutory Auditors ofthe Company for a period of five consecutive years.

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

b) Secretarial Auditor:

The Board had appointed M/s Rajesh Garg & Co. Practicing Company Secretary toconduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report forthe financial year ended March 312021 is annexed herewith marked as Annexture-A1 to thisreport.

In line with the Circular dated February 08 2019 issued by the Securities and ExchangeBoard of India Annual Secretarial Compliance Report for the year ended 31st March 2021confirming compliance of all applicable SEBI Regulations Circulars and Guidelines by theCompany was issued by M/s. Rajesh Garg & Co. Practicing Company Secretaries and filedwith the Stock Exchanges on June 11 2020. The same is available on the website of theCompany at www.nalwasons.com.

The Board of Directors at its meeting held on 29th June 2021 has re-appointed M/s.Rajesh Garg & Co. Practicing Company Secretaries as Secretarial Auditor forconducting Secretarial Audit of the Company for financial year 2021-22.

Secretarial Audit report(s) of Indian unlisted material subsidiaries are also attachedas Annexure A2 and A3 to this report.

The Secretarial Audit Report of the Company contains the following qualificationreservation or adverse remark as follows:

The composition of Board of Directors of the Company was less than six between theperiod 1st April 2020 to 16th July 2020 in compliance with Regulations 17(1 )(c) ofSEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 inserted by theSecurities and Exchange Board of India (Listing Obligations and DisclosureRequirements)(Amendment) Regulations 2018 notified by SEBI on 9th May 2018.

Management's Reply:

First term of Mr. Shailesh Goyal(DIN: 03547239) as an Independent Director hadcompleted on the close of business hours on 24th March 2020 and thereafter Outbreak ofCOVID-19 which had been declared as a Pandemic by World Health Organization andsubsequent lock down ordered by the Central and State Government(s) in India caused largeeconomic disruption across the country. The government locked down transport servicesclosed public and private offices factories and restricted mobilization. Due to suchcircumstances the Board of Directors could not find suitable candidate to induct on theBoard of Directors of the Company. Immediately upon resuming of offices the Board ofDirectors of the Company started finding suitable candidate to induct on the Board ofDirectors of the Company and the Company appointed Mr. Nrender Garg as Non ExecutiveIndependent Director of the Company w.e.f. 17th July 2020.

18. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report. All the recommendations madeby the Audit Committee during the financial year 2020-21were accepted by the Board.

19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Act read with CSR Rules the Companyhas constituted CSR Committee and formulated CSR policy. The policy primarily rests onfour broad categories: Environment Health Education and Community Development. Thedetails partaining to the composition of the Corporate Social Responsibility Committee areincluded in the Corporate Governance Report which is a part of this Report.

The Disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed to this Report at Annexure - B.

The CSR Policy can be accessed on the Company's website at the link:http://nalwasons.com/pdf/CSR%20Policy-NSIL.pdf

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans guarantees or investments by the Company are stated in Notesto Accounts forming part of this Annual Report.

21. TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required.

Your Directors draw attention of the members to Notes to the financial statement whichsets out related party disclosures.

Moreover Policy on Related Party Transactions in accordance with Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and as per the provisions of the Companies Act 2013 is uploaded at the web link:http://nalwasons.com/pdf/Related_Party_Transactions-file001.pdf

Pursuant to Part A of Schedule V to the Listing Regulations there were no transactionsof the Company with any person or entity belonging to the promoter/promoter group whichhold(s) 10% or more shareholding in the Company.

22. DISCLSOURE REQUIREMENTS

As per Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis report are attached whichforms part of this report. The Company has devised proper systems to ensure compliancewith the provisions of all applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India and that such systems are adequate and operating effectively.

23. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY (OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORSREPORT)

There have been no other material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

24. PARTICULARS REGARDING THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity particulars undersection 134(4)(I) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 regarding conservation of energy technology absorption are not available.

There were no foreign exchange transactions during the year.

25. RISK MANAGEMENT

Pursuant to the Regulation 21 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended top 1000 listed entities based on marketcapitalization as on March 312021 are required to constitute a Risk ManagementCommittee.

As on 31st March 2021 the Company ranked at 898 and 982 among top 1000 listedcompanies by market capitalization on NSE and BSE respectively. In order to ensure theCompanies strategies and risk appetite for the governance prospective the Board ofDirectors at its meeting held on 29th June 2021 constituted the Risk Management Committeeof the Company w.e.f. 29th June 2021 which has been entrusted inter alia with thefollowing functions: (a) Framing of Risk Management Plan and Policy; (b) Overseeingimplementation / Monitoring of Risk Management Plan and Policy; (c) Identifying emergingrisks and reviewing risk mitigation strategies; and (d) Formulating a cyber security planand overseeing its implementation.

Your Company has laid down procedures to inform Board members about risk assessment andminimization strategy. The Board doesn't foresee any immediate risk when threatens theexistence of the Company. The details of Risk Management Committee are mentioned in theCorporate Governance Report.

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure - C.

27. RESERVE BANK OF INDIA GUIDELINES

Your Company is registered as a Non Banking Financial Company (NBFC) with Reserve Bankof India under the provisions of Section 45 IA of the Reserve Bank of India Act 1934. Interm of Systemically Important Non-Deposit taking Company and Deposit taking Company(Reserve Bank) Directions 2016 Nalwa Sons Investments Limited ('NSIL' or 'the Company')is a Systemically Important Non-Deposit taking-Non Banking Financial Company (i.e anon-banking financial company not accepting / holding public deposits and having an assetsize of more than Rs.500 crores) having total assets of Rs. 3356.98 Crore.

Your Company has duly complied with all applicable rules regulations and guidelinesissued by Reserve Bank of India for NBFCs from time to time.

28. INTERNAL FINANCIAL CONTROLS

The Board of Directors in consultation with Internal Auditors have laid down theInternal Financial Control Framework commensurate with the size scale and complexity ofits operations. To maintain its objectivity and independence the Internal Auditor reportsto the Chairman of the Audit Committee of the Board. The Company has in place adequateinternal financial controls with reference to financial statements. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.

The Statutory Auditors has reviewed and reported on the adequacy of the InternalFinancial Controls as per the provisions of the Companies Act 2013 and the same isforming part of Financial Statements and Auditors' Report.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the year under review there were no cases filed pursuant to The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has formulated a Vigil Mechanism namely Whistle Blower Policy for directorsemployees and business partners to report genuine concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.

The Whistle Blower Policy is posted on the website of the Company and can be accessedat the link: http://nalwasons.com/pdf/Whistle_Blower_Policy001.pdf

31. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS INCLUDING INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with Company's procedures and practices.

The Independent Directors are given every opportunity to interact with the Key / SeniorManagement Personnel and are given all the documents sought by them for enabling a goodunderstanding of the Company its various operations and the industry of which it is apart.

The familiarization programme for Independent Directors in terms of the provisions ofRegulations 25 and 46 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is uploaded on the website of the Company and can be accessed throughthe following link:

http://nalwasons.com/pdf/DETAILS%200F%20FAMILIARIZATI0N%20%20PR0GRAMMES%20IMPARTED%20T0%20INDEPENDENT%20DIRECT0RS%20NSIL.pdf

Your Company has also devised a Policy on Familiarization Programme for IndependentDirectors. The said Policy may be accessed on your Company's website at the link:

http://nalwasons.com/pdf/Policy_on_familiarisation_programme_for_independent_directors_NSIL001.pdf

32. THE CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of Company's business during the financial yearended on 31st March 2021.

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the listing regulationsforms part of this Annual Report.

35. HUMAN RESOURCES

The Company continues to put due emphasis on appropriate human resource development forits business. The employees of your Company and the Group fully identify with theCompany's and Group's vision and business goals.

36. E-VOTING PLATFORM

In compliance with provisions of Section 108 of the Companies Act 2013 and MCA GeneralCircular dated 13th January 2021 read with circulars dated 5th May 2020 8th April 2020and 13th April 2020 (collectively referred to as "MCA Circulars") and circulardated January 15 2021 read with 12th May 2020 issued by the Securities and Exchange Boardof India ("SEBI Circular") your Company is registered with Link Intime IndiaPrivate Limited for providing E-Voting services to set up an electronic platform tofacilitate shareholders to cast votes through remote e-voting and also through e-votingsystem at the ensuing Annual General Meeting (scheduled to be held through VideoConferencing/ Other Audio Visual Means) on the business to be transacted at the said AGM.

Detailed procedure will be provided in the Notice convening the Annual General Meetingsent to the Shareholders.

37. BUSINESS RESPONSIBILITY REPORT

Your Company is committed to grow the business responsibly with a long term perspectiveas well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) onsocial environmental and economic responsibilities of business as notified by theMinistry of Corporate Affairs Government of India in July 2011.

The Business Responsibility Report ("BRR") of your Company as per therequirements of Regulation 34(2)(f) of the SEBI LODR describing the initiatives taken bythe Company from an environmental social and governance perspective along with all therelated policies can be viewed on the Company's website at: www.nalwasons.com

38. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable Securities Laws and Regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations includes changes in Government Regulations tax lawseconomic developments within the country and other factors such as litigation andindustrial relations.

39. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items during the period under review:

a) There was no issue of equity shares with differential voting rights as to dividendvoting or otherwise.

b) There was no issue of shares (including sweat equity shares) to the employees of theCompany under any Scheme.

c) There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.

d) There was no instance of one time settlement with any bank or financial institution.

e) The Whole-time Director of the Company did not receive any remuneration orcommission from any of the subsidiary companies.

f) No credit rating was required to be obtained.

40. ACKNOWLEDGEMENT

The Directors thank the Company's employees customers vendors banks and investorsfor their continuous support.

The Directors also thank the Government of India Governments of various states inIndia and other concerned Government departments and agencies for their co-operation.

For and on behalf of the Board of Directors

Place: Hisar Rakesh Kumar Garg Nrender Garg
Date: June 29 2021 Executive Director & C.E.O. Director
DIN: 00038580 DIN: 08486246

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