DIRECTORS' REPORT Your Directors have pleasure in presenting the 31st Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2015. OPERATIONAL REVIEW: During the year under review, the Company's Fund remained invested in loans and advances. The Interest income earned during the year was Rs.19.05 Lacs (Previous Year Rs.24.37 Lacs.). The profit of the Company before taxation is Rs. 15.06 Lacs out of which Rs. 4.62 Lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs. 2.09 Lacs has been appropriated towards Statutory Reserve Account in compliance to Section 45 IC of the Reserve Bank of India Act and the balance amount of Rs. 162.63 Lacs is carried over to the Balance Sheet. DIVIDEND: With a view to plough back the profits and thereby have surplus funds at its disposal for consideration of expansion plans, your directors do not recommend any dividend for the year under consideration. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY: There are no material changes or commitments, affecting the financial position of the company which have occurred between 31st March 2015 and the date of this report. PUBLIC DEPOSITS: During the year under review, your Company has not accepted any deposits as envisaged under Section 73 of Companies Act, 2013 and rules made there under. DIRECTORS: During the year under review, Smt. Monica Oswal (DIN: 00566052) has been appointed as Additional Director (Woman) of the Company in the board meeting held on 25.03.2015. In terms of provisions of Section 149(4) of Companies Act 2013, Sh. Navdeep Sharma (DIN: 00454285) and Sh. Vijay Gupta (DIN: 00506399) were appointed as Independent Directors by the board of directors in their meeting held on 25.03.2015, subject to the approval of the members in the ensuing Annual General Meeting. A formal letter of appointment to independent director as provided in Companies Act, 2013 and the Listing Agreement has been issued and the format for the same has been disclosed on the website of the Company viz. www.owmnahar.com . All the Independent Directors have given declarations confirming that they meet the criteria of justified independence as prescribed both under Section 149(6) of the Companies Act, 2013. In accordance with the provisions of Section 152 of the Companies Act, 2013, Sh. Kamal Oswal (DIN-00493213), Director of the Company, being longest in the office since his last appointment shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment NUMBER OF BOARD MEETINGS: During the year under review, the Board of Directors duly met Seven times on 30.04.2014, 30.05.2014, 14.08.2014, 15.09.2014, 10.11.2014, 09.02.2015 and 25.03.2015 in respect of which proper notices were given and the proceedings were properly recorded. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. COMMITTEES OF BOARD: AUDIT COMMITTEE: In accordance with the Section 177 of Companies Act, 2013, the Audit committee has been constituted by the Board of Directors in their meeting held on 25.03.2015 comprising of Sh. Vijay Gupta (Chairman), Sh. Navdeep Sharma, and Smt. Monica Oswal. The members of the Audit Committee are financially literate and bring in expertise in the field of finance, taxation etc. STAKEHOLDER RELATIONSHIP COMMITTEE: In accordance with the Section 178 of Companies Act, 2013, the Stakeholders Relationship Committee has been constituted by the Board of Directors in their meeting held on 25.03.2015 comprising of Sh. Navdeep Sharma (Chairman), Sh. Vijay Gupta and Smt. Monica Oswal. EXTRACT OF ANNUAL RETURN: Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92, read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in form MGT-9 as required, is annexed herewith the Director's Report. DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act 2013, it is hereby confirmed that: a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The directors have selected such accounting policies and applied them consistently and made judgments 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 of the company for that period; c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; 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 the company and that such internal financial controls are adequate and are operating effectively and f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CORPORATE SOCIAL RESPONSIBILITY: The Company is not covered under the purview the requirements of Section 135 of the Companies Act, 2013 and the rules made thereon. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS: The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act 2013. Details of investments made by the Company are given in the notes to the Financial Statements. REPORT ON CORPORATE GOVERNANCE: Pursuant to SEBI circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014,provisions of Clause 49 of the Listing Agreement pertaining to Corporate Governance Report is not mandatory for our company as the paid-up equity share capital and Net worth does not exceed '10 crore and '25 crore respectively. STATUTORY AUDITORS & AUDITOR'S REPORT: The term of M/s. Raj Gupta & Co., Chartered Accountants (M No. 017039), Statutory Auditors, Ludhiana, will expire at the ensuing Annual General Meeting. The Board of Directors has proposed the appointment of M/s. Raj Gupta & Co, as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. The Company has obtained from the auditors a written consent and a certificate as required under Section 139 the Companies Act, 2013 to the effect that their re-appointment, if made, would be within the limits and in accordance with the conditions specified under section 141(3)(g) of the Companies Act,2013. The Auditor's Report on the Accounts of the Company for the year under review is self explanatory and requires no comments. Further there are no adverse remarks or qualification in the Report that calls for Board's explanation. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors has appointed M/s M.G. Jindal & Associates, Company Secretaries in Practice (C.P.No.-2712) to undertake the Secretarial Audit of the Company for the Financial Year 2014-2015. The Secretarial Audit Report is annexed herewith and forms an integral part of this report. LISTING OF SECURITIES: The securities of the Company are listed on Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and BSE Limited (Scrip Code: 509099), Floor 25, P.J. Towers, Dalal Street, Mumbai - 400 001. The Company has paid the listing fee to the Bombay Stock Exchange for 2015-2016. DEMATERIALISATION OF SECURITIES: Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. The shareholders, who have not gone in for dematerialisation of shares till date, are requested to opt for dematerialisation of the shares at the earliest. The ISIN of the company is INE811Q01018.Further as per SEBI circular no. D&CC/FITTC/CIR-15/ 2002 dated 27th December, 2002; 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, Demat/Remat, Change of Address etc. to our Registrar at below mentioned address: M/s Alankit Assignments Limited 205-208, Anarkali Complex, Jhandewalan Extension,New Delhi- 110005 Email Address: rta@alankit.com In case of any query/complaint remains unresolved with our Registrar please write to Company at the registered office of the Company PARTICULAR OF EMPLOYEES: The provisions of Section 197 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the company. Hence no statement under section 197 and rules made therein is required. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Conservation of Energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the company, hence no disclosure is required to be made. ACKNOWLEDGEMENT: The Directors of the Company wish to place on record their heartfelt thanks and appreciation to the bankers, for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their co-operation, faith and confidence in the management of the Company. The Company's endeavor would be to merit the confidence reposed in it by its stakeholders. FOR & ON BEHALF OF THE BOARD Sd/- Sd/- (Vijay Gupta) DIRECTOR DIN : 00506399 Sd/- (Navdeep Sharma) DIRECTOR DIN : 00454285 Place : New Delhi Dated : 12.08.2015 |