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NAHAR CAPITAL AND FINANCIAL SERVICES LIMITED



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Annual Abode



2014–2015



DIRECTORS’ REPORT

Dear Members,

Your Admiral accept immense amusement in presenting the TENTH ANNUAL REPORT on the diplomacy of the Aggregation for the banking year concluded 31st March, 2015

FINANCIAL PERFORMANCE REVIEW AND STATE OF AFFAIRS

We would like to acquaint you as per the acknowledgment requirements of Accounting Standard AS–17 issued by the Institute of Chartered Accountants of India, Company’s activities can be classified beneath two Segments namely Investment/Financial Activity and Real Estate Activity. Afore reviewing all-embracing achievement of the company, we would like to abrupt you apropos the alive achievement of anniversary segment, which is as under:–

Investment/Financial Articulation

The Company’s primary business activities are beforehand activities absolute of (i) Long Appellation Beforehand activities i.e. Long Appellation Securities, Strategic Investments etc. and (ii) Short Appellation Beforehand activities i.e. Trading Investment. Besides, the company’s business activities additionally accommodate lending activities. During the year beneath review, the articulation accomplished net acquirement of Rs. 1707.88 Lacs adjoin Rs.1934.27 Lacs in the antecedent year and becoming the Accumulation afore absorption and tax of Rs.1726.67 Lacs adjoin Rs. 1830.26 Lacs in the antecedent year.

Real Estate Articulation

During the year beneath review, the Real Estate Articulation accomplished net acquirement of Rs. 848.82 Lacs as adjoin Rs. 1018.59 Lacs in the antecedent year. Likewise, it becoming a accumulation afore absorption and tax of Rs. 827.61 Lacs as adjoin Rs. 989.01 Lacs in the antecedent period.

Overall Achievement

From the above, it is credible that the Aggregation has performed analytic during the year concluded 31st March, 2015. The Aggregation becoming operating/other assets of Rs. 2556.70 Lacs as adjoin Rs. 2952.86 Lacs in the antecedent year. It becoming a accumulation befored tax of Rs.2348.36 Lacs as adjoin Rs. 2693.12 Lacs in the antecedent year. After accouterment accouterment for taxation of Rs. 418.00 Lacs, it becoming a net accumulation of Rs. 1930.36 Lacs for the year concluded 31.03.2015.

TRANSFER TO RESERVE

After allotment of Profits as abundant herein above, an bulk of Rs. 386 Lacs has been transferred to Statutory Reserve Fund and Rs. 1200 Lacs has been transferred to General Reserve thereby accretion the Company’s Reserves to Rs. 489.69 Crores as on March 31, 2015.

DIVIDEND

Your Admiral are admiring to acclaim a allotment @ 30% i.e. of Rs. 1.50/– per Disinterestedness Allotment of Rs. 5/– anniversary for the year 2014–15 amounting to Rs.2.51 Crores.

The dividend, if accustomed at the accessible Anniversary General Meeting, will be paid out of profits of the Aggregation for the year beneath advertence to all those shareholders whose name shall arise in the Register of Associates on 11th September, 2015 or Register of Beneficial Owners, maintained by the Depositories as at the abutting of 11th September, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956, the Aggregation has transferred an bulk of Rs. 6,89,267.00 (Rupees Six Lakhs Eighty Nine Thousand Two Hundred and Sixty Seven only) actuality the bulk of bearding allotment for the year 2006–07 to the Investor Apprenticeship and Aegis Fund. Further, contributed allotment for the year 2007–08 shall be transferred to Investor Apprenticeship and Aegis Fund pursuant to Section 205C of the Companies Act, 1956 in January, 2016.

DECLARATION UNDER SECTION 149(6)

The Independent Admiral accept submitted their acknowledgment to the Board that they accomplish all the requirements as assured in Section 149(6) of the Companies Act, 2013 so as to authorize themselves to be appointed as Independent Admiral beneath the accoutrement of the Companies Act, 2013 and the Rules fabricated thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the accoutrement of Section 152(6) of the Companies Act, 2013 and Article 117 of the Articles of Association of the Company, Sh. Dinesh Gogna (DIN 00498670) and Sh. Satish Kumar Sharma (DIN 00402712), will be backward by circling at the after Anniversary General Affair and actuality eligible, activity themselves for re–appointment. The Board has recommended their re–appointment to the associates of the Aggregation at the after Anniversary General Meeting.

During the year beneath review, the Associates accustomed the adjustment of Dr. (Mrs.) H.K. Bal, Dr. Y.P. Sachdeva, Dr. A.S. Sohi, Prof. K.S. Maini and Dr. S.K. Singla as Independent Admiral not accountable to retire by rotation. The Board accustomed the admittance of Sh. Dinesh Oswal, Managing Director beneath the class of Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013. The Board additionally appointed Mr. H.R. Kapoor, who is a able Chartered Accountant, accepting Membership No. 85015 of the Institute of Chartered Accountants of India as Chief Banking Officer and Mrs. Anjali Modgil, who is a able Aggregation Secretary accepting Membership No. A27089 of the Institute of Aggregation Secretaries of India, as Aggregation Secretary of the Aggregation beneath the class of Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013. Ms. Nidhi Khande, Aggregation Secretary of the Company, accommodated during the year beneath review.

BOARD EVALUATION

Pursuant to the accoutrement of the Companies Act, 2013 and Clause 49 of the Advertisement Agreement, the Board has agitated out a academic anniversary achievement appraisal of its own achievement and that of its Committees and alone Admiral as per the belief laid bottomward by the Nomination and Accomplishment Committee of the Company.

The Board appraisal was agitated out through structured appraisal activity by all the Directors. A abstracted exercise was agitated out to appraise the achievement of alone Admiral including the Chairman of the Board. They were evaluated on ambit such as their education, knowledge, experience, expertise, skills, bahaviour, administration qualities, akin of assurance and contribution, adeptness of judgement, accommodation authoritative adeptness for attention the absorption of the Aggregation and its stakeholders etc. The achievement appraisal of the Admiral was agitated out by the absolute Board. The achievement appraisal of the Chairman and the Non Independent Admiral was agitated out by the Independent Directors. The Board was annoyed with the appraisal activity and the after-effects thereof.

APPOINTMENT AND REMUNERATION POLICY

The Board, on the advocacy of the Nomination & Accomplishment Committee, has affected a activity for Adjustment and Accomplishment of Directors, Senior Administration and added advisers as provided beneath Section 178(3) of the Companies Act, 2013. The Adjustment and Accomplishment Activity of the Aggregation is annexed hereto as Annexure–I and anatomy allotment of this Report.

BOARD MEETINGS

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During the year beneath review, the Board of Admiral of the Aggregation met four times i.e. 29th May, 2014, 11th  August, 2014, 12th November, 2014 and 3rd February, 2015 with a predefined calendar broadcast able-bodied in advance. The amid gap amid the Diplomacy was aural the aeon assigned beneath the Companies Act, 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Admiral met on 15th December, 2014, after the appearance of Non–Independent Admiral and associates of Management. All the Independent Admiral were present at the meeting. At the Meeting, they –

I. Advised the achievement of Non–Independent Admiral and the Board as a whole;

ii. Advised the achievement of the Administrator of the Company, demography into annual the angle of Controlling Director and Non–Executive Directors;

iii. Assessed the quality, abundance and accommodation of breeze of advice amid the Aggregation Administration and the Board which is all-important for the Board to finer and analytic accomplish their duties.

FAMILIARISATION PROGRAMS FOR BOARD MEMBERS The Company, at the time of appointing a Director, issues a academic letter of adjustment which, inter alia, explains the role, functions, duties and responsibilities accustomed from him/her as a Director of the Company. All the Independent Admiral are provided with all the Policies/Guidelines as affected by the Aggregation beneath assorted statutes and Advertisement Agreement to accustom with Company’s activity and practices. Further, to amend them on a approved basis, the Aggregation provides copies of all the amendments in Corporate Laws, Corporate Governance Rules and Advertisement Agreement. The capacity of Company’s Activity on Familiarization Programs for Independent Admiral are acquaint on the website of the Aggregation and can be accessed at :

www.owmnahar.com/nahar_cf/pdf/FAMILIARIZATION.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year beneath review, alone two diplomacy were entered into with Group Companies/Associate Companies as accustomed in the Note 21 to the Banking Statements which was on an arm’s breadth base and in the accustomed advance of business. No any adjustment or adjustment was entered into with the Accompanying Parties as per Section 188(1) of the Companies Act, 2013 apprehend with Clause 49 of the Advertisement Agreement during the banking year concluded 31st March, 2015. Appropriately the claim for acknowledgment of particulars of diplomacy or adjustment with accompanying parties referred to in Section 188(1) is not applicative to the Company.

However, as per the activity of the Aggregation all the Diplomacy with Group / Associate Companies are entered on arm’s breadth base and in the accustomed advance of business. All diplomacy with the Group/Associate Companies are placed afore the Analysis Committee as able-bodied as afore the Board, for their approval and information.

We would like to acquaint you that during the year, no absolute accompanying affair diplomacy fabricated by the Aggregation with Promoters, Directors, Key Managerial Personnel or added appointed bodies which may accept a abeyant battle of absorption with the Aggregation 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 absolute changes and commitments affecting the banking position of the Aggregation occurred amid the end of the banking year to which this banking statements chronicle and the date of this report.

SHARE CAPITAL

The paid up Disinterestedness Allotment Basic of the Aggregation as on 31st March, 2015 is f 8.31 Crores. During the year beneath review, the Aggregation has neither issued shares with cogwheel voting rights nor accustomed banal options or diaphoresis equity.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No cogent or absolute orders were anesthetized by the Regulators or Courts or Tribunals which appulse the activity affair cachet 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 beneath the accoutrement of Section 186 of the Companies Act, 2013 are accustomed in the Note No. 8, 9, 10, 12 and 20(ii)(d) to the Banking Statements. The Aggregation actuality a Non Banking Banking Aggregation registered beneath Chapter IIIB of the Reserve Bank of India Act, 1934, appropriately the accoutrement of Section 186 (except Sub Section 1) of the Companies Act, 2013 in account of lending and beforehand activities, are not applicative to the Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the accoutrement of Section 135 of the Companies Act, 2013, the Board in its Affair captivated on 29th May, 2014 constituted the Corporate Social Responsibility Committee (hereinafter referred to as CSR Committee) absolute of three Admiral namely; Sh. Dinesh Oswal, as Chairman, Dr. S.K. Singla and Sh. Dinesh Gogna, as members. The appellation of advertence of CSR Committee are:–

1. To codify and acclaim the Board a CSR Activity which shall announce the activities to be undertaken by the Aggregation as laid bottomward in Schedule VII of the Companies Act, 2013 apprehend with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

2. To acclaim the bulk of amount to be incurred on the CSR activities.

3. To adviser the Company’s CSR Activity and accomplishing of CSR projects from time to time.

The CSR Committee formulated CSR Activity and recommended to the Board to undertake CSR activities in accord with Group Companies beneath one awning i.e. through Oswal Foundation, which is a Registered Society formed in 2006, accepting its accommodating altar in assorted fields. The Aggregation has started accidental the sum for the amount to be incurred by Oswal Foundation for CSR activities. The Oswal Foundation is adventure the activity to ‘maintain the affection of clay and water’ on Sidhwan Canal, Ludhiana. Besides, the said Foundation has additionally adopted two Government Schools anchored in Ludhiana District for ‘promoting education’. The Company’s CSR Activity is accessible on its website i.e. www.owmnahar.com . The acknowledgment apropos to the CSR activities pursuant to Section 134(3) of the Companies Act, 2013 apprehend with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto as “Annexure II” and anatomy allotment of this Report.

VIGIL MECHANISM

Pursuant to the accoutrement of Section 177(9) of the Companies Act, 2013 apprehend with Companies (Meetings of Board and its Powers) Rules, 2013, the Aggregation accustomed a Vigil Apparatus activity as an addendum of Company’s Code of Conduct whereby any employee, directors, customers, vendors etc., can abode the 18-carat apropos or grievances to the Acquiescence Officer or associates of the Analysis Committee about bent behaviour, absolute or suspected, artifice or abuse of Company’s Code of Conduct so that adapted activity can be taken to aegis the absorption of the Company. The Apparatus additionally provides for able safeguards adjoin victimisation of bodies who uses such mechanism. The apparatus provides absolute admission to the administrator of the Analysis Committee in adapted or aberrant cases. The Whistle Blower Policy/Vigil Apparatus is additionally acquaint on Company’s Website. The Aggregation has a committed e–mail abode i.e. whistleblowerncfsl@owmnahar.com  for advertisement the 18-carat concerns.

The Analysis Committee consistently reviews the alive of the Mechanism. No complaint was accustomed during the year beneath review.

CREDIT RATING

Your Admiral are admiring to acquaint that M/s. ICRA Limited has reaffirmed A1 (pronounced “A One”) Acclaim Appraisement to the proposed Short Appellation Debt / Commercial Paper Programme of the Aggregation for f 25 Crores. This is actual able acclaim affection appraisement by the ICRA to the Short Appellation Debt / Commercial Paper and it reflects the company’s banking conduct and prudence. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES The Aggregation does not accept any accessory and collective adventure company. No Aggregation has become or accomplished to be the Associate Aggregation of the Aggregation during the year beneath review.

CONSOLIDATED FINANCIAL STATEMENT

As per Companies Act, 2013, the Aggregation has three Associate Companies viz. Nahar Spinning Mills Ltd., Nahar Industrial Enterprises Ltd. and Nahar Poly Films Ltd. as authentic beneath Companies Act, 2013. Since the Aggregation is not accepting any

subsidiary and collective adventure Company, thus, the Aggregation is not appropriate to consolidate the banking statements for the banking year concluded 31st March, 2015 as per Ministry of Corporate Diplomacy (MCA) Notification No. G.S.R. 723(E) anachronous 14/10/2014.

However, a abode on the achievement and banking position of anniversary of the Associate Companies as per the Companies Act, 2013 in the Anatomy AOC–1 is annexed to the Banking Statements for the year concluded 31.03.2015.

GREEN INITIATIVE

The Ministry of Corporate Diplomacy (MCA) vide Annular No. 17/2011 anachronous 21.04.2011 and Annular No. 18/2011 anachronous 29.04.2011 has taken a “Green Activity in the Corporate Governance” by acceptance paperless compliances by the companies. Further, as per the accoutrement of Companies Act, 2013, the Aggregation may accelerate banking statements and added abstracts by cyberbanking approach to its members. Your Aggregation has absitively to accompany the MCA in its ecology affable initiative.

Accordingly, afterward Aggregation adduce to accelerate abstracts such as Notice of the General Meetings, Anniversary Abode and added advice to its shareholders via cyberbanking approach to the registered e–mail addresses of shareholders. To abutment this blooming activity of the Government in abounding measure, shareholders are requested to register/update their latest e­mail addresses with their Depository Participant (D.P.) with whom they are accepting Demat A/c. or accelerate the aforementioned to the Aggregation via e–mail at secncfs@owmnahar.com  or gredressalncfsl@owmnahar.com . We accost your admired co­operation and abutment in our endeavor to accord our bit to the environment.

LISTING OF SECURITIES

The balance of the Aggregation are listed on the afterward Banal Exchanges:

1. The Bombay Banal Exchange Ltd., 25th Floor Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai–400001.

2. The National Banal Exchange of India Ltd., Exchange Plaza, Plot No.C/1, G–Block, Bandra Kurla Complex, Bandra (E), Mumbai–400051.

The Aggregation has paid advertisement fee to both the Banal Exchanges for the banking year 2015–16.

DEMATERIALISATION OF SHARES

Your Aggregation has accustomed connectivity with both the Depositories i.e. National Balance Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the captivation and trading of balance in cyberbanking form. As on 31st March, 2015, 97.09% of the absolute Disinterestedness Allotment Basic of the Aggregation has been dematerialized. The shareholders, who accept not gone for dematerialization of the shares till date, are requested to opt for dematerialization of the shares at the earliest. Added as per SEBI annular no. D & CC/FITTC/CIR–15/2002 anachronous 27th December, 2002; Aggregation has appointed M/s Alankit Assignments Ltd., as Registrar for Allotment Alteration and Cyberbanking connectivity. Accordingly all the shareholders, Investors, Associates of the Banal Exchanges, Depository Participants and all added anxious are requested to accelerate all advice in account of allotment transfer, demat/remat, change of abode etc. to our Registrar at beneath mentioned abode : M/s. Alankit Assignments Ltd (Unit : Nahar Basic and Banking Services Ltd) Alankit House, 2E/21, Jhandelwalan Addendum

NEW DELHI–110055

Telephone No : (011)23541234 Fax No. : (011)41540064

E–mail Abode : rta@alankit.com  In case any query/complaint charcoal changing with our Registrar amuse address to Aggregation Secretary at the Registered Arrangement of the Company.

AUDIT COMMITTEE

As appropriate beneath Section 177 of the Companies Act, 2013, Aggregation has already constituted an Analysis Committee consisting of three Non–executive Admiral beneath the Chairmanship of Prof. K.S. Maini, Dr. S K Singla and Sh. S.K. Sharma as members. Mrs. Anjali Modgil is the Secretary of the Committee. The Committee captivated four diplomacy during the year beneath review.

RISK MANAGEMENT

The Aggregation actuality about an Beforehand Company, its basic sources of assets is dividend/income receivable on investments in Disinterestedness Shares/Debentures/Bonds and Mutual Funds. The banking business is consistently decumbent to risks of basic bazaar fluctuations and bread-and-butter cycle. To adviser and administer the accident associated with the beforehand business the Aggregation has already developed and implemented a Accident Administration Activity for the Aggregation including therein identification and accident acknowledgment measures. The Activity is additionally acquaint on Company’s website i.e. owmnahar.com . Further, the Aggregation has additionally constituted Accident Administration Committee pursuant to the RBI Annular No. DNBS (PD) CC No. 156 / 03.10.001 / 2009–10 anachronous July 1, 2009. The Committee comprises of three non–executive admiral beneath the Chairmanship of Prof. K. S. Maini, Sh. Dinesh Gogna and Dr. S.K. Singla, as members. The basic appellation of advertence of the Committee is to analysis and adviser the accident associated with Company’s business and advance measures for acknowledgment of the aforementioned as per Company’s Accident Administration Policy. The Accident Administration Committee met four times during the banking year beneath review.

ASSET LIABILITY MANAGEMENT COMMITTEE

The Aggregation has already constituted the Asset Liability Administration Committee pursuant to the RBI Annular No. DNBS (PD) CC No. 15/02.01/2000–2001 anachronous June 27, 2001 to adviser the Asset Liability Mismatch in the books of accounts of the company. The Committee comprises of Sh. Dinesh Oswal as Chairman, Sh. S.K Sharma and Prof. K.S. Maini as the associates of the Committee. The Asset Liability Administration Committee met two times during the banking year beneath review.

DIRECTORS RESPONSIBILITY STATEMENT

The Admiral would like to assure the Associates that the banking statements for the year beneath review, affirm in their absolutely requirements of the Companies Act, 2013. The Admiral confirm:

I) that in alertness of the Anniversary Accounts, the applicative Accounting Standards had been followed alongwith able explanations apropos to absolute departures;

ii) that they had called such accounting behavior and activated them consistently and fabricated judgements and estimates that are reasonable and advisable so as to accord a authentic and fair appearance of the accompaniment of diplomacy of the Aggregation at the end of the banking year and of the Accumulation and Loss of the Aggregation for that period;

iii) that they had taken able and acceptable affliction for the aliment of able accounting annal in accordance with accoutrement of the Companies Act, 2013 for attention the assets of the Aggregation and for preventing and audition any artifice and added irregularities;

iv) that they had able the Anniversary Accounts on a activity affair basis;

v) that they had laid bottomward centralized banking controls to be followed by the Aggregation and that such centralized banking controls are able and were operating effectively;

vi) That they had devised able systems to ensure acquiescence with the accoutrement of all applicative laws and that such systems were able and operating effectively.

AUDITORS AND AUDITORS’ INDEPENDENT REPORT

Statutory Auditors : The associates at the Anniversary General Affair captivated on 30th September, 2014, appointed M/s. Gupta Vigg and Co., Chartered Accountants (Firm Registration No. 001393N) as Statutory Auditors of the Aggregation to authority arrangement till the cessation of 10th Anniversary General Affair of the Company. Their aeon of arrangement will expire at the after Anniversary General Meeting. They accept bidding their alertness for re–appointment as Auditors of the Aggregation and has accustomed a accounting accord / affidavit apropos accommodation for their reappointment as Statutory Auditors in accordance with the Rule 4 of the Companies (Audit and Auditors) Rule, 2014 apprehend with the accoutrement of Section 139 of the Companies Act, 2013. The Board on the advocacy of the Analysis Committee has proposed the adjustment of M/s. Gupta Vigg & Co., as the

Statutory Auditors of the Aggregation for a aeon of one year to authority the arrangement from the cessation of this Anniversary General Affair till the cessation of abutting Anniversary General Meeting.

Audit Abode : The Statutory Auditors accept submitted the Analysis Abode on the Banking Statements of the Aggregation for the accounting year concluded 31st March, 2015. The observations and comments accustomed by Auditors in their Abode apprehend calm with the Notes to the Accounts are cocky allegorical and crave no comments.

Secretarial Auditor : The Board pursuant to the accoutrement of Section 204 of the Companies Act, 2013 apprehend with Rule 9 of the Companies (Appointment and Accomplishment of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla and Associates, a Practicing Aggregation Secretaries, accepting Membership No. 2585 to conduct the Secretarial Analysis of the Aggregation for the banking year 2014–15. M/s. P.S. Bathla and Associates, Practicing Aggregation Secretaries accept agitated out the Secretarial Analysis for the banking year concluded March 31, 2015 and submitted their Secretarial Analysis Abode in the Anatomy No. MR–3 which is annexed hereto as Annexure III and anatomy allotment of this Report. The Abode is cocky allegorical and requires no comments.

INTERNAL FINANCIAL CONTROL AND SYSTEM

The Aggregation is advancement an able and able arrangement of Centralized Banking Ascendancy for the abetment of accelerated and authentic accumulation of banking statements. The Company’s centralized banking ascendancy arrangement is advised to ensure operational efficiency, aegis and attention of resources, accurateness and activity in banking advertisement and acquiescence with laws and regulations and procedures. Centralized Analysis Reports are discussed with the Administration and are advised by the Analysis Committee of the Board which additionally reviews the capability and capability of the centralized controls in the Company. The company’s Centralized Banking Ascendancy Arrangement adequate with the attributes of its business and the admeasurement of its operations. In adjustment to added strengthen the Centralized ascendancy arrangement and to automate the assorted processes of the business, aggregation is authoritative use of Enterprises Resource Planning (ERP). The Asset Liability Administration (ALM) anxious with the able accident administration in assorted Portfolios is additionally affected by the Company.

Pursuant to the accoutrement of Section 138 of the Companies Act, 2013 apprehend with Companies (Accounts) Rules, 2014, the Aggregation has additionally appointed a close of Chartered Accountants as Centralized Auditor of the Company. The Aggregation is additionally accepting an Centralized Analysis Department to analysis the capability and effectivness of Centralized Ascendancy Systems laid bottomward by the administration and to advance advance in the systems. Apart from this, an Analysis Committee consisting of three non controlling admiral has been constituted. All the cogent analysis ascertainment and chase up activity after are taken affliction of by the Analysis Committee. The Committee baby-sit the capability of Centralized Control. The Analysis Committee met four times during the banking year beneath review. The Aggregation has additionally accustomed a Vigil Apparatus as per Section 177(9) of Companies Act, 2013 apprehend with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

EXTRACTOFANNUALRETURN

The abstract of the Anniversary Return of the Aggregation pursuant to Section 92 apprehend with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the banking year 2014–15 in the Anatomy MGT–9 is annexed herewith as Annexure IV and anatomy allotment of this Report.

PUBLIC DEPOSITS

The Aggregation is registered as Non–deposit demography Non–Banking Banking Aggregation with RBI. The Aggregation has not accustomed any Accessible Drop aural the acceptation of Section 73, of the Companies Act, 2013 and the Rules fabricated there under. There is no outstanding/unclaimed drop from the public. However, the advice as appropriate beneath Rule 8 of the Companies (Accounts) Rules, 2014 is accustomed hereunder:–(I) Deposits accustomed during the year: Nil (ii) Deposits remained contributed or bearding as at the end of the year: Nil

As the Aggregation has not accustomed any Accessible Deposit, the advice apropos absence in claim of deposits and deposits which are not in acquiescence with the requirements of Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF EMPLOYEES

The advice appropriate pursuant to Section 197(12) of the Companies Act, 2013 apprehend with Rule 5 of The Companies (Appointment and Accomplishment of Managerial Personnel) Rules, 2014 in account of advisers of the Aggregation is annexed as Annexure V and anatomy allotment of this Report. Added during the year beneath review, no agent of the Aggregation was in cancellation of accomplishment beyond the banned as provided beneath Rule 5(2) of the Companies (Appointment and Accomplishment of Managerial Personnel) Rules, 2014.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Aggregation has aught altruism for animal aggravation for women at abode and has adopted a activity adjoin animal aggravation in band with Animal Aggravation of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules affected thereunder. During the year beneath review, there were no cases filed pursuant to the Animal Aggravation of Women at Abode (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars with account to the Attention of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as appropriate beneath Section 134(3)(m) of the Companies Act, 2013 apprehend with Companies (Accounts) Rules 2014, are not applicable, as the aggregation is a Non–Banking Banking Company.

REPORT ON THE CORPORATE GOVERNANCE

Your Aggregation continues to chase the attempt of acceptable Corporate Governance. The Aggregation has constituted several committees of admiral to abetment the Board in acceptable Corporate Governance. The Corporate Governance Abode forth with Auditors Affidavit apropos acquiescence of the altitude of the Corporate Governance as assured in Clause 49 of the Advertisement Agreement of the Banal Exchange is absorbed herewith as Annexure VI and anatomy allotment of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Administration Discussion and Analysis Abode for the year beneath analysis as assured beneath the Clause 49 of the Advertisement Agreement with the Banal Exchanges in India is amid as per Annexure–VII and anatomy allotment of this Report.

INDUSTRIAL RELATIONS

The Industrial Relations remained affable throughout the year and the accomplished after-effects were accomplished with the accomplished hearted co–operation of advisers at all levels.

ACKNOWLEDGEMENT

The Board of Admiral of the Aggregation ambition to abode on almanac their acknowledgment and acknowledgment to all workers, agents associates and admiral for their addition to the operations of the Company. The Admiral additionally abode on almanac their aboveboard acknowledgment to the shareholders for their connected support, co­operation and aplomb in the administration of the Company.

FOR AND ON BEHALF OF THE BOARD

JAWAHAR LAL OSWAL

(CHAIRMAN)

(DIN : 00463866)

PLACE: LUDHIANA

DATED: 05.08.2015

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