Dear Members,
Your Directors have immense pleasure in presenting the EIGHTEENTH
ANNUAL REPORT on the affairs of the Company for the financial year ended 31st
March, 2023.
FINANCIAL PERFORMANCE
Your Company's financial performance during the year is summarized
below:
(Rs. in Lakhs)
Particulars |
STANDALONE |
CONSOLIDATED |
|
Current Year |
Previous Year |
Current Year |
Previous Year |
Total Income |
4011.30 |
4988.51 |
3381.98 |
4316.50 |
Less: Total Expenses |
917.64 |
891.76 |
917.64 |
891.76 |
Profit before Tax |
3093.66 |
4096.75 |
2464.34 |
3424.74 |
Less: Tax (including deferred tax charge/ (credit)) |
312.46 |
1054.00 |
(1347.50) |
7906.02 |
Share of Profit/(Loss) from Associates |
- |
- |
6859.95 |
27127.73 |
Net Profit |
2781.20 |
3042.75 |
10671.79 |
22646.45 |
Other Comprehensive Income/(Loss) |
1901.59 |
6783.44 |
(13934.16) |
29442.92 |
Profit/(Loss) for the period |
4682.80 |
9826.19 |
(3262.37) |
52089.37 |
INDIAN ACCOUNTING STANDARD
The financial statements have been prepared in accordance with the
Indian Accounting Standards (Ind- AS) as notified by Ministry of Corporate Affairs (MCA)
under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015 as amended and other relevant provisions of the Act and applicable
guidelines issued by the Reserve Bank of India (RBI). The financial statements have been
prepared in accordance with the format prescribed for a Non-Banking Financial Company
(NBFC) in compliance of the Companies (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.
FINANCIAL PERFORMANCE REVIEW AND STATE OF AFFAIRS
We would like to inform you that as per Ind-AS 108 'Operating
Segments', Company's activities can be classified under two segments namely;
Investment/Financial Activities and Real Estate Segment. The Company has made reporting of
both the segments i.e. Investment/Financial Activities and Real Estate Activities in the
financial statements for the year ended 31st March, 2023.
Before reviewing overall performance of the company, we would like to
brief you regarding the working performance of each segment, which is as under:-
INVESTMENT/FINANCIAL SEGMENT
The Company's primary business activities are 'Investment/Financial
Activities' comprising of Long Term Investments, Strategic Investments and Short Term /
Trading Investments. Besides, the Company's business activities also include lending
activities which is primarily to Group Companies and Affiliates. The Company makes
investments in equity and debt securities, both in Primary and Secondary Market directly
as well as through Mutual Funds and Portfolio Management Services, Alternative Investment
Funds etc. During the year under review, the Company achieved net revenue of Rs. 3552.31
Lakhs and earned a Profit (before tax and finance cost) of Rs. 3307.99 Lakhs from
investment/financial activities.
REAL ESTATE SEGMENT
We would like to inform you that the real estate segment achieved net
revenue of Rs. 458.99 Lakhs and earned a Profit (before tax and interest cost) of Rs.
348.72 Lakhs during the year under review.
OVERALL PERFORMANCE
Your Company performed reasonably during the FY 2022-23. The
profitability of the Company was mainly affected due to lower realization/valuation of
investments on account of depressed financial markets. However, management's balanced
approach towards portfolio management and its continuous review and timely actions has
enabled it to get early warning signals and to make appropriate investment decisions from
time to time. We would brief you regarding the financial performance of the Company on
standalone as well as consolidated basis, which is as under:-
STANDALONE FINANCIAL PERFORMANCE
On standalone basis, the Company earned operating/other income of Rs.
4011.30 Lakhs in the current year as against Rs. 4988.51 Lakhs in the previous year. It
earned a profit before tax of Rs. 3093.66 Lakhs as against Rs. 4096.75 Lakhs in the
previous year. After providing for tax expenses of Rs. 312.46 Lakhs (including deferred
tax credit), it earned a net profit of Rs. 2781.20 Lakhs for the year ended 31.03.2023 as
compared to Rs. 3042.75 Lakhs in the previous year ended 31.03.2022.
CONSOLIDATED FINANCIAL PERFORMANCE
Pursuant to the requirements of Section 129(3) of the Companies Act,
2013, the Company has consolidated the Financial Statements for the year ended 31st March,
2023 in respect of its Associate Companies namely;
M/s. Nahar Spinning Mills Ltd. and M/s. Nahar Poly Films Ltd.
On consolidated basis, the Company earned operating/other income of Rs.
3381.98 Lakhs during the year under review as against Rs. 4316.50 Lakhs in the previous
year. It earned a profit (including profit of associates) before tax of Rs. 9324.29 Lakhs
as against Rs. 30552.47 Lakhs in the previous year. After providing for tax expenses of
Rs. 1347.50 Lakhs (including deferred tax credit), it earned a net profit of Rs. 10671.79
Lakhs for the year ended 31.03.2023 as against Rs. 22646.45 Lakhs in the previous year
ended 31.03.2022.
TRANSFER TO RESERVE
The Company has transferred an amount of Rs. 60 Crores to the General
Reserve during the year under review and thus Company's General Reserve stands increased
to Rs. 593.21 Crores as on 31st March, 2023.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
The Board, considering the Company's performance for the financial
year ended 31st March, 2023, has recommended a dividend of Rs. 1.50/- (i.e.
30%) per equity shares of Rs. 5/- each on paid up equity share capital for the year ended
31st March, 2023. The proposal is subject to the approval of shareholders at
the ensuing Annual General Meeting to be held on 25th September, 2023. The
total dividend involved a cash outflow of Rs. 251.19 Lakhs.
The dividend, if approved at the forthcoming Annual General Meeting,
will be paid out of the profits of the Company for the year under reference to all those
shareholders whose name shall appear in the Register of Members as on 8th
September, 2023 or Register of Beneficial Owners, maintained by the Depositories as at the
close of 8th September, 2023. Further, as per the Finance Act, 2020 dividend
income is taxable in the hands of members and the Company is required to deduct tax at
source (TDS) from the dividend payable to the members at the prescribed rates as per the
Income Tax Act, 1961.
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) 2015 as amended, a Dividend Distribution Policy setting out the parameters
and circumstances that will be taken into account by the Board in determining the
distribution of dividend to its shareholders and/or retaining profits earned by the
Company, is available on the website of the Company at
http://owmnahar.com/nahar_cf/pdf/Dividend_Distributi on_Policy.pdf.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124(5) of the Companies Act, 2013 read with
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended, all dividends which remain unpaid/ unclaimed for a period of
seven years shall be transferred by the Company to the Investor Education and Protection
Fund (IEPF) established by the Central Government.
Accordingly, the Company has transferred an amount of Rs. 4,32,469.00/-
(Rupees Four Lakhs Thirty Two Thousand Four Hundred and Sixty Nine only) being the amount
of unclaimed dividend for the year 2014-15 to the Investor Education and Protection Fund
in November, 2022. Further, unpaid dividend for the year 2015-16 shall be transferred to
Investor Education and Protection Fund pursuant to Section 124 of the Companies Act, 2013
in November, 2023. The Company has also sent letter/notice to the shareholders informing
them to claim the unclaimed dividend from the Company before transferring the same to the
Investor Education and Protection Fund.
Further, pursuant to the provisions of Section 124(6) of the Companies
Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the
shares on which dividend has not been paid or claimed by the shareholders for seven
consecutive years or more is required to be transferred to the demat account of the IEPF
Authority. Accordingly, during the year under review, the Company has transferred 11,714
(Eleven Thousand Seven Hundred Fourteen) equity shares of Rs. 5/- each, to the demat
account of IEPF Authority having DPID/Client ID: IN300708/10656671. Details of shares
transferred to the IEPF Authority are available on the website of the Company and the same
can be accessed through the link: http://owmnahar.com/nahar_cf/pdf/List-of-
Shareholders-2014-15-22.pdf. The said details have also been uploaded on the website of
the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.
The shares as well as unclaimed dividends transferred to IEPF Authority
can be claimed back by making an application to the IEPF Authority in e-Form IEPF-5 as per
procedure provided under Rule 7 of the IEPF Rules. Concerned members/investors are advised
to visit the weblink: http://iepf.gov.in/IEPF/refund.html for refund of shares and/or
dividend from the IEPF Authority.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 and Regulation 25 of the SEBI (LODR) Regulations, 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Retirement of Directors
During the year under review, Dr. Suresh Kumar Singla (DIN: 00403423)
and Dr. Amrik Singh Sohi (DIN: 03575022) were relieved from the office of Independent
Director on the expiry of their second term of office on September 25, 2022. Dr. Yash Paul
Sachdeva (DIN: 06443747) and Dr. Rajan Dhir (DIN: 09632451) were appointed as Independent
Directors of the Company w.e.f. August 24, 2022 to hold office for five consecutive years
for a term i.e. upto August 23, 2027.
Re-appointment of Director
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013
and Article 117 of the Articles of Association of the Company, Mr. Dinesh Gogna (DIN:
00498670) and Mr. Satish Kumar Sharma (DIN: 00402712), Non-executive Directors of the
Company, will be retiring by rotation at the ensuing Annual General Meeting and being
eligible, offered themselves for re-appointment. The Board has recommended their
re-appointment to the members of the Company at the ensuing Annual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Mr. Dinesh Oswal, Managing Director, Mr. H.R. Kapoor, Chief Financial Officer and Mrs.
Anjali Modgil, Company Secretary, are the Key Managerial Personnel (hereinafter referred
as KMP) of the Company. There has been no change in the KMP since the last fiscal year.
FIT AND PROPER POLICY
The Directors have adopted a 'Fit and Proper' Policy for ascertaining
the 'fit and proper' criteria to be adopted at the time of appointment of directors and on
a continuing basis, pursuant to the Non Banking Financial Companies - Corporate Governance
(Reserve Bank) Directions, 2015 issued by the Reserve Bank of India.
BOARD EVALUATION
The provisions of the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that a Formal
Annual Evaluation is to be made by Board of its own performance and that of its Committee
and individual Directors. Schedule IV of the Companies Act, 2013 states that performance
evaluation of the Independent Director shall be done by Directors excluding the Director
being evaluated.
The Board carried out a formal annual performance evaluation as per the
criteria/framework laid down by the Nomination and Remuneration Committee of the Company
and adopted by the Board. The evaluation was carried out through structured evaluation
process to evaluate the performance of individual Directors including the Chairman of the
Board. They were evaluated on parameters such as their education, knowledge, experience,
expertise, skills, bahaviour, leadership qualities, level of engagement and contribution,
independence of judgement, decision making ability for safeguarding the interest of the
Company, stakeholders and its shareholders. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors. The
outcome of the Board Evaluation for the Fiscal 2023 was discussed by the Nomination and
Remuneration Committee at the Meeting held on 27th May, 2023 and the Board at
its Meeting held on 30th May, 2023.
The Board was satisfied with the evaluation process and approved the
evaluation results thereof.
CORPORATE POLICIES:
As per SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the listed companies are required to formulate certain policies. As a
good corporate the Company has already formulated several corporate governance policies
and the same are available on the company's website i.e. www.owmnahar.com. The said
policies are reviewed periodically by the Board to make them compliant with the new
Regulations/requirements.
The company has adopted certain policies, the details of which are
given hereunder:
Name of the Policy |
Brief Description |
Appointment and Remuneration Policy |
Pursuant to the provisions of Section 178 of the Companies
Act, 2013 read with SEBI (Listing Obligations and Disclosu re Req ui rements) Regulations,
2015, the Board of Directors has approved and adopted the Policy for Appointment and
Remuneration of Directors, Key Managerial Personnel and other employees as recommended by
Nomination and Remuneration Committee. The Policy has been uploaded on the Company's
website an d can be accessed at http://owmnahar.com/nahar_cf/pdf/ |
|
NAHARCAPAPPOINTMENTANDR EMUNERATIONPOLICY.pdf |
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, as
amended, the Corporate Social Responsibility Policy was formulated by CSR Committee and
adopted by the Board. The Company's CSR Policy outlines the various projects/
programmes/activities to be undertaken by the Company as laid down in Schedule VII of the
Companies Act, 2013 relating to promoting education, healthcare, environment, hunger,
poverty etc. The Policy has been uploaded on the Company's website and can be accessed at
http://www.owmnahar. com/nahar_cf/pdf/csr_policy.pdf |
Whistle Blower Policy |
Pursuant to the provisions of Section 177 of the Companies
Act, 2013, the Company has formulated and adopted Vigil Mechanism/Whistle Blower Policy
for its directors and employees. The aim of the policy is to provide a channel to the
directors and employees to report their genuine concerns about unethical behavior, actual
or suspected fraud or violation of the code of conduct for policy. The Policy has been
uploaded on the Company's website and can be accessed at http://owmnahar.com/
nahar_cf/pdf/vigil_mechanism.pdf |
Policy for determining the material related party
transactions and dealing with the related party transactions |
Pursuant to the requirements of Regulation 23 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
approved a policy on Materiality of Related Party Transactions and Dealing with Related
Party Transactions. The policy regulates the transactions between the Company and its
group companies and related parties. The Policy has been uploaded on the Company's website
and can be accessed at http://owmnahar.com/ nahar_cf/pdf/related_party_transacti
on_policy_22.pdf |
Insider Trading Policy |
Pursuant to the SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time, the Board has adopted the following Codes
to provide framework for dealing in the Securities of the Company by the Insiders: |
|
i. Code of practices and procedures for fair disclosure of
unpublished price sensitive information |
|
ii. Code of conduct to regulate, monitor and report trading
by its designated persons and immediate relatives of designated persons |
|
The Codes help to regulate trading in securities by the
designated persons and immediate relatives of designated persons. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of
Company shares by the designated persons while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Policy has been uploaded on the Company's website and can be
accessed at http:// owmnahar.com/ nahar_cf/pdf/code- of-practices-and-procedures-for-
fair-disclosure.pdf |
Preservation of documents Policy |
The Board of Directors 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 8 years as per the
requirements of applicable laws. |
Archival Policy |
Pursuant to the requirements of Regulations 30(8) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
approved and adopted the Archival Policy. The Policy ensures protection, maintenance and
archival of Company's disclosures, documents and records that are |
|
placed on Company's website i.e. www.owmnahar.com. |
Board Diversity Policy |
The Board of Directors has approved and adopted the Board
Diversity Policy as per the recommendations of Nomination and Remuneration Committee. The
policy envisages of diversification of Company's Board in respect of age, knowledge,
experience and expertise. |
Dividend Distribution Policy |
Pursuant to the requirements of Regulation 43A of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
approved and adopted the Dividend Distribution Policy. The policy facilitates payment of
dividend to the shareholders and set out the parameters and circumstances that will be
taken into account by the Board in determining the distribution of dividend to its
shareholders and/or retaining profits earned by the Company. The policy has been uploaded
on Company's website and can be accessed at http:// owmnahar.com/nahar_cf/pdf/
Dividend_Distribution_Policy.pdf |
APPOINTMENT AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration
Committee has framed a policy for Appointment and Remuneration of Directors, Senior
Management and other employees as provided under Section 178(3) of the Companies Act,
2013. The objective of the Policy is to have an appropriate mix of Executive,
Non-Executive and Independent Directors. The present Board consists of ten members. Mr.
Jawahar Lal Oswal is Non-Executive Chairman. Mr. Dinesh Oswal is a Managing Director.
There are four Non Executive Directors and five are Independent Directors out of which one
Director namely; Dr. Manisha Gupta is a woman Independent Director on the Board.
The Company's Policy of Appointment and Remuneration includes criteria
for determining qualification, positive attributes, independence of directors and other
matters as required under subsection 3 of Section 178 of the Companies Act, 2013. The
Policy also laid down the criteria for determining the remuneration of directors, key
managerial personnel and other employees. The Nomination & Remuneration
Policy of the Company is available on the Company's website and can be
accessed at http://owmnahar.com/ nahar_cf/pdf/NAHARCAPAPPOINTMENT
ANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last fiscal
year. We affirm that the remuneration paid to the directors is as per the terms laid out
in the Nomination and Remuneration Policy of the Company.
BOARD MEETINGS
During the year under review, the Board of Directors of the Company met
four times i.e. 25th May, 2022, 23rd July, 2022, 10th
November, 2022 and 4th February, 2023 with a predefined agenda circulated well
in advance. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors met on 9th November,
2022, without the attendance of NonIndependent Directors and members of Management. All
the Independent Directors were present at the meeting. At the Meeting, they -
i. Reviewed the performance of Non-Independent Directors and the Board
as a whole;
ii. Reviewed the performance of the Chairperson of the Company, taking
into account the views of Executive Director and Non-Executive Directors;
iii. Assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board, which is necessary for the Board
to effectively and reasonably perform their duties.
FAMILIARISATION PROGRAMS FOR BOARD MEMBERS
The Company, at the time of appointing a Director, issues a formal
letter of appointment which, inter alia, explains the role, functions, duties and
responsibilities expected from him/her as a Director of the Company. All the Independent
Directors are provided with all the Policies/Guidelines as framed by the Company under
various statutes and 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
the amendments in Corporate Laws, Corporate Governance Rules and SEBI Regulations. The
details of Company's Policy on Familiarization Programs for Independent Directors are
posted on the website of the Company and can be accessed at:
http://owmnahar.com/nahar_cf/pdf/ familiarization-program-2023.pdf.
PART I C U L ARS O F C O N T RAC T S O R ARRANGEMENTS MADE WITH RELATED
PARTIES
During the year under review, transactions entered into with Related
Parties/Group Companies/Associate Companies are given in the Notes to the Financial
Statements which were in the ordinary course of business at arm's length basis and in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. No any contract or arrangement
was entered into with the Related Parties as per Section 188(1) of the Companies Act, 2013
during the financial year ended 31st March, 2023. Accordingly, the disclosure of contracts
or arrangement with related parties referred to in Section 188(1) as required under
Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the
Company. However, as per Company's policy, all the transactions with the Group
Companies/Related Parties are placed before the Audit Committee as well as the Board, for
their information and approval.
We would like to inform you that during the year, no material related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel
or other designated persons which may have a potential conflict with the interest of the
Company at large.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate and the date of this Report.
SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st
March, 2023 is Rs. 837.31 Lakhs. During the year under review, the Company has neither
issued shares with differential voting rights as to dividend, voting or otherwise nor
granted stock options or sweat equity under any scheme.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial
Statements. The Company being a Non Banking Financial Company registered under Chapter
IIIB of the Reserve Bank of India Act, 1934, thus the provisions of Section 186 (except
Sub Section 1) of the Companies Act, 2013 in respect of lending and investment activities,
are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company adopted CSR Policy and decided to undertake CSR activities
in collaboration with Group Companies under one umbrella i.e. through Oswal Foundation,
which is a Registered Society formed in 2006, having its charitable objects in various
fields. The details of the CSR Policy are available on the company's website i.e.
www.owmnahar.com.
The disclosure relating to the CSR activities pursuant to Section
134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014
and Companies (Corporate Social Responsibility) Rules, 2014 as amended, is annexed hereto
as "Annexure I" and forms part of this Report.
AUDIT COMMITTEE
As required under Section 177 of the Companies Act, 2013, Company has
already constituted an Audit Committee consisting of three Non-executive Directors under
the Chairmanship of Dr. Vijay Asdhir, Mr. S.K. Sharma and Dr. Roshan Lal Behl as members
as on 31st March, 2023. During the year under review, Dr. Roshan Lal Behl, an Independent
Director, was appointed as a Member of the Audit Committee with effect from 1st April,
2022. Further, Dr. S.K. Singla ceased to be the Member of the Committee due to expiry of
his term on the close of 25th September, 2022. The members of the Audit Committee placed
on record their appreciation towards valuable services rendered by Dr. S.K. Singla during
his tenure as a Member of the Audit Committee. Mrs. Anjali Modgil is the Secretary of the
Committee. The Committee held four meetings during the year under review. During the year
under review, the Board has accepted all the recommendations of the Audit Committee.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2013, the Company
established a Vigil Mechanism process as an extension of Company's Code of Conduct whereby
any employee, directors, etc., can report the genuine concerns or grievances to the
Compliance Officer or members of the Audit Committee about unethical behaviour, actual or
suspected, fraud or violation of Company's Code of Conduct so that appropriate action can
be taken to safeguard the interest of the Company. The Mechanism also provides for
adequate safeguards against victimization of persons who uses such mechanism. The
mechanism provides direct access to the chairperson of the Audit Committee in appropriate
or exceptional cases. The Company has a dedicated e-mail address i.e.
whistleblowerncfs@owmnahar.com for reporting the genuine concerns. The Whistle Blower
Policy/Vigil Mechanism is also posted on Company's Website and can be accessed at
http://owmnahar.com/nahar_cf/ pdf/vigil_mechanism.pdf
The Audit Committee regularly reviews the working of the Mechanism. No
complaint was received during the year under review.
CREDIT RATING
Your Directors are pleased to inform that M/s. ICRA Limited vide their
Report dated July 18, 2023 has reaffirmed the rating "[ICRA] A1+" (pronounced
ICRA A one plus+) assigned to the proposed Short Term Debt / Commercial Paper Programme of
the Company for Rs. 25 Crores. This rating is considered to have very strong degree of
safety regarding timely payment of financial obligations. Such instruments carry lowest
credit risk. This is the highest credit quality rating by the ICRA to the Short Term Debt
/ Commercial Paper and it reflects the company's sound financial discipline and prudence.
SUSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any subsidiary and joint venture company. The
Company has two Associate Companies viz. M/ s. Nahar Spinning Mills Ltd. and M/s. Nahar
Poly Films Ltd. for the year under review.
CONSOLIDATED FINANCIAL STATEMENT
As per Companies Act, 2013, the Company has two Associate Companies
viz. M/s. Nahar Spinning Mills Ltd. and M/s. Nahar Poly Films Ltd. Pursuant to the
requirements of Section 129(3) of the Companies, Act, 2013, the Company has consolidated
the financial statements in respect of above said two Associate Companies for the
financial year ended 31st March, 2023.
Further, a report on the performance and financial position of each of
the Associate Company as per the Companies Act, 2013 in the Form AOC-1 is annexed to the
Financial Statements for the year ended 31.03.2023.
GREEN INITIATIVE
The Ministry of Corporate Affairs (MCA) has taken a "Green
Initiative in the Corporate Governance" by allowing paperless compliances by the
companies. Further, as per the provisions of Companies Act, 2013, the Company may send
financial statements and other documents by electronic mode to its members. Your Company
has decided to join the MCA in its environmental friendly initiative.
Accordingly, henceforth Company propose to send documents such as
Notice of the General Meetings, Annual Report and other communication to its shareholders
via electronic mode to the registered email addresses of shareholders. To support this
Green Initiative of the Government in full measure, shareholders are requested to
register/update their latest e-mail addresses with their Depository Participant (D.P.)
with whom they are having Demat A/c. or send the same to the Company via e-mail at:
secncfs@ owmnahar.com or gredressalncfsl@owmnahar.com. We solicit your valuable
co-operation and support in our endeavor to contribute our bit to the environment.
LISTING OF SECURITIES
Th e s e curities of the Company are listed on the following Stock
Exchanges:
1. The BSE Ltd., 25th Floor Phiroze Jeejeebhoy Towers, Dalal
Street, Mumbai-400001.
2. The National Stock Exchange of India Ltd., Exchange Plaza, Plot
No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai-400051.
The Company has paid listing fee to both the Stock Exchanges for the
financial year 2023-24.
DEMATERIALISATION OF SHARES
Your Company has established connectivity with both the Depositories
i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India)
Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on
31st March, 2023, 98.98% of the total Equity Share Capital of the Company has
been dematerialized.
Pursuant to Regulation 40 (1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities
shall not be processed unless the securities are held in dematerialized form with the
Depository. Hence, all members, who are holding equity shares in physical form, are
requested to go in for dematerialization of securities at the earliest.
Further, the Company has appointed M/s Alankit Assignments Ltd., as
Registrar for Share Transfer and
Electronic connectivity. Accordingly all the shareholders, Investors,
Members of the Stock Exchanges, Depository Participants and all other concerned are
requested to send all communication in respect of share transfer/transmission,
demat/remat, change of address etc. to our registrar at below mentioned address:
M/s. Alankit Assignments Ltd
(Unit Nahar Capital and Financial Services Ltd)
Alankit House,
4E/2, Jhandelwalan Extension
NEW DELHI-110055 |
|
Telephone No : |
(011) 42541234 |
Fax No. : |
(011) 42541201 |
E-mail Address : |
rta@alankit.com |
In case any query/complaint remains unresolved with our Registrar
please write to Company Secretary at the registered office of the Company.
BUSINESS RISK MANAGEMENT
As per the provisions of Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Non-Banking Financial Companies -
Corporate Governance (Reserve Bank) Directions, 2015, the Company has constituted the Risk
Management Committee. During the year under review, Dr. S.K. Singla ceased to be the
Chairman and member of the Risk Management Committee due to expiry of his term on the
close of 25th September, 2022. Accordingly, the Board of Directors in their Meeting held
on 23rd July, 2022 reconstituted the Risk Management Committee with three members namely;
Dr. Roshan Lal Behl, as Chairman and Dr. Rajan Dhir and Mr. Dinesh Gogna as members w.e.f.
26th September, 2022. The Company being essentially an Investment Company, its main source
of income is dividend income / income receivable on investments in Equity
Shares/Debentures/Bonds/ deposits made and held by it in other companies and Mutual Funds.
The financial business is always prone to risks of capital market fluctuations and
economic cycle. The main term of reference of the Committee is to review and monitor the
risk associated with Company's business and suggest measures for mitigation/ management of
the same as per Company's Risk Management Policy. The Risk Management Committee met four
times during the financial year under review.
Further, to monitor and manage the risk associated with the Company's
investment business, the Company has developed and implemented a Risk Management Policy
including therein identification and risk mitigation measures. The Policy is also posted
on Company's website i.e. www.owmnahar.com.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the financial
statements for the year under review, confirm in their entirely requirements of the
Companies Act, 2013.
The Directors confirm:
i) that in preparation of the Annual Accounts, the applicable
Accounting Standards had been followed alongwith proper explanations relating to material
departures, if any;
ii) that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the Profit and Loss of the Company for that period;
iii) that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting any fraud and
other irregularities;
iv) that they have prepared the Annual Accounts on a going concern
basis;
v) that they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
vi) that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
AUDITORS AND AUDITORS' INDEPENDENT REPORT
Statutory Auditors: The members at the Annual General Meeting held
on 24th August, 2022, appointed M/s. Gupta Vigg and Co., Chartered Accountants (Firm
Registration No. 001393N) as Statutory Auditors of the Company for a term of five
consecutive years starting from the conclusion of the 17th Annual General
Meeting upto the conclusion of 22nd Annual General Meeting of the Company to be
held in the year 2027.
Audit Report:
M/s. Gupta Vigg and Co., Chartered Accountants, the Statutory Auditors
have submitted the Audit Report on the Financial Statements of the Company for the
accounting year ended 31st March, 2023. There were no qualifications,
reservations, adverse remarks or disclaimers in the Report. The observations and comments
given by Auditors in their Report read together with the Notes to the Financial Statements
are self explanatory and require no comments.
No frauds were reported by the Auditors under Section 143(12) of the
Companies Act, 2013.
Secretarial Auditor: The Board pursuant to the provisions of
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla and
Associates, a Practicing Company Secretaries, having Certificate of Practice No. 2585 to
conduct the Secretarial Audit of the Company for the financial year 2023-24.
M/s. P.S. Bathla and Associates, Practicing Company Secretaries have
carried out the Secretarial Audit for the financial year ended March 31,2023 and submitted
their Secretarial Audit Report in the Form No. MR-3 which is annexed herewith as Annexure
II and form part of this Report.
The Report is self explanatory and requires no comments.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards i.e.
SS1 and SS2 relating to the Meetings of Board of Directors and General Meetings,
respectively, issued by the Institute of Company Secretaries of India.
INTERNAL FINANCIAL CONTROL AND SYSTEM
The Company is maintaining an efficient and effective system of
Internal Financial Control for the facilitation of speedy and accurate compilation of
financial statements. The Company's internal control system is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and promptness
in financial reporting and compliance with laws and regulations and procedures. Further,
the statutory auditors of the Company have verified the systems and processes and
confirmed that the internal financial controls system over financial reporting is
operating effectively.
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the Company has also appointed M/s. Piyush
Singla & Associates, Chartered Accountant as Internal Auditor of the Company. The
Internal Auditor test the adequacy and effectiveness of Internal Control Systems and
Information Security Framework laid down by the management and to suggest improvement in
the systems. They also identify and address technology and IT-related security issues
commensurate with the nature and complexities of its operations. The Internal Audit
Reports are discussed with the Management and are reviewed by the Audit Committee of the
Board which also reviews the adequacy and effectiveness of the internal controls in the
Company. During the year, Company's Internal Controls and Information Security Network
were tested and no reportable weakness in the system was observed.
The company's Internal Financial Control System commensurate with the
nature of its business and the size of its operations. In order to further strengthen the
Internal control system and to automate the various processes of the business, company is
making use of SAP S4 HANA application, which is based on SAP HANA database. It keeps all
the data in memory which results in data processing that is magnitude faster than that of
disk based system, allowing for advanced, real time analytics. The Asset Liability
Management (ALM) Policy concerned with the effective risk management in various Portfolios
is also framed by the Company.
Apart from this, an Audit Committee consisting of three non executive
directors has been constituted. All the significant audit observation and follow up action
thereon are taken care of by the Audit Committee. The Committee oversee the adequacy of
Internal Control. The Audit Committee met four times during the financial year under
review. The Company has also established a Vigil Mechanism as per Section 177(9) of
Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers)
Rules, 2014.
ANNUAL RETURN
The Annual Return of the Company pursuant to Section 92 of the
Companies Act, 2013 for the financial year 2022-23 in the Form MGT-7 has been available on
the Company's website at: http://www.owmnahar.com/ nahar_cf/pdf/annual-return-2023.pdf
PUBLIC DEPOSITS
The Company is registered as Non-deposit taking NonBanking Financial
Company with RBI. The Company has not accepted any Public Deposit within the meaning of
Section 73 of the Companies Act, 2013 and the Rules made there under. There is no
outstanding/unclaimed deposit from the public. However, the information as required 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 with the Requirements of Chapter V of the Companies Act, 2013: N.A.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure III
and form part of this Report.
In terms of Section 197(14) of the Companies Act, 2013, the Company
does not have any Holding Company. However, the details regarding remuneration received by
Managing Director is also given in Annexure III annexed hereto and form part of this
Report.
During the year under review, Mr. Dinesh Oswal, Managing Director of
the Company, has been paid remuneration of Rs. 4,46,00,000/- (Rupees Four Crores Forty Six
Lakhs only) as approved by shareholders vide their Special Resolution dated 29th
September, 2021. Mr. Dinesh Oswal is 58 years of age. He is a Commerce Graduate and has
business experience of more than 38 years in textile industry and financial expertise. He
is employed on contractual basis for five years w.e.f 1st January, 2022 to 31st
December, 2026. Before joining the Company, he was employed with M/s. Oswal Woollen Mills
Ltd. as Commercial Manager. His shareholding in the Company is 64091 equity shares of Rs.
5/- each. He is related to Mr. Jawahar Lal Oswal, Chairman and Mr. Kamal Oswal, Director
of the Company.
No other employee was in receipt of remuneration exceeding the limits
as provided under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
MAINTENANCE OF COST RECORDS
The maintenance of cost records as specified by the Central Government
under sub section (1) of Section 148 of the Companies Act, 2013 is not applicable to the
Company as the Company is a Non Banking Financial Company.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment for women at
workplace and has adopted a policy against sexual harassment in line with Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2022-23, the
Company has not received any complaint on sexual harassment and hence no complaint remains
pending as of 31st March, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
ANDOUTGO
Particulars with respect to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo as required under Section 134(3)(m) of
the Companies Act, 2013 read with Companies (Accounts) Rules 2014, are not applicable, as
the company is a Non-Banking Financial Company.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate
Governance. The Company has constituted several committees of directors to assist the
Board in good Corporate Governance. The Corporate Governance Report for the year ended 31st
March, 2023 along with Auditors Certificate regarding compliance of the conditions of the
Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as
Annexure IV and form part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year ended 31st
March, 2023 as stipulated under the Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is enclosed as per Annexure-V and form
part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report for the year ended
31st March, 2023 describing the initiatives taken by the listed entity from an
environmental, social and governance perspective in the format as specified by the Board
as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is enclosed as per Annexure-VI and form part of this
Report.
HUMAN RESOURCE/INDUSTRIAL RELATIONS
The Company recognizes human resource as its most valuable asset and it
has built an open, transparent and meritocratic culture to nurture this asset. The Company
is of firm belief that the Human Resources are the driving force that propels a Company
towards progress and success. The Company has a team of able and experienced professionals
to look after the affairs of the Company. The Company's employees at all levels have
extended their whole hearted co-operation for the excellent performance of the Company.
ACKNOWLEDGEMENT
The Board of Directors of the Company wish to place on record their
gratitude and appreciation to all workers, staff members and executives for their
contribution to
the operations of the Company. The Directors also place on record their
sincere thanks to the shareholders for their continued support, co-operation and
confidence in the management of the Company.
For and on behalf of the Board of Directors |
|
Place: Ludhiana |
Jawahar Lal Oswal |
Date: 9th August, 2023 |
(Chairman) DIN: 00463866 |