Dear Members,
Your Directors present the 42nd Annual Report together with the audited
accounts of the company for the financial year ended 31st March 2024. Your
Company is a Non-Banking Financial Company (Non- public deposit taking company) and
registered under Reserve Bank of India ("RBI") vide registration number N-
06.00576 Dated 17.10.2003.
FINANCIAL PERFORMACE:
The financial performance of the company for the financial year under review is as
under:-
(Amount in Rs.)
Particulars |
Financial year ended on March 31, 2024 |
Financial year ended on March 31, 2023 |
Revenue from operations |
3,60,99,821 |
2,15,46,727 |
Other income |
- |
6,065 |
Total Income |
3,60,99,821 |
2,15,52,792 |
Profit/(Loss) before tax |
3,49,32,696 |
1,58,60,096 |
Less: Tax expenses |
|
|
Current Tax |
44,51,600 |
54,21,400 |
Deferred Tax |
-33,994 |
2,15,806 |
Profit/(Loss) after Tax for the year |
3,05,15,090 |
1,02,22,891 |
Other Comprehensive Income |
12,41,49,452 |
(40,13,62,417) |
Total Comprehensive Income |
15,46,64,542 |
(39,11,39,526) |
Earning Per Equity Share |
13.72 |
4.60 |
INDIAN ACCOUNTING STANDARDS:
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.
OPERATIONS AND STATE OF COMPANY AFFAIRS:
During the year under review the company's funds remained invested in Shares, Loans and
Advances. The dividend income earned for the financial year ended 31st March,
2024 of Rs. 28,88,779/- (previous year 27,19,510/- The interest income earned for the
financial year ended 31st March, 2024 of Rs. 34,20,177/- (previous years Rs.
32,90,541/-) During the year, the company also earned brokerage income for the financial
year ended 31st March, 2024 of Rs. 1,25,48,215/- (net of service tax) on
mobilization of funds of third parties (previous 1,55,36,676/-). The Company has also
earned net gain on fair value changes of Rs. 1,72,42,650/- (previous year was Nil) during
the financial year ended 31st March, 2024.
DIVIDEND:
During the year under review, your Directors do not recommend any dividend for the
financial year ended March 31, 2024 to conserve the resources.
TRANSFER TO RESERVE:
During the year under review, the Company has not transferred any amount to the General
Reserve. The General Reserve of the Company stood at Rs. 11,81,40,960/- as at 31.03.2024
and a sum of Rs. 61,03,100/- 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.
12,76,42,031/- is carried over to the Balance Sheet.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.
PUBLIC DEPOSIT:
The Company is registered as Non-deposit taking Non- Banking Financial Company with
RBI. During the year, the Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. There is no outstanding/unclaimed deposit from the public.
SHARE CAPITAL:
The paid up Equity Share Capital as at 31st March, 2024 remained unchanged
and stood at Rs. 2,22,39,140/- divided into 2223914 Equity Shares of the face value of Rs.
10/- each. During the year, the Company has not issued shares with differential voting
rights nor has granted any stock options or sweat equity, none of the Directors of the
Company hold instruments convertible into Equity Shares of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
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 forming a
part of this Annual Report. The Company being a Non-Banking Financial Company registered
under 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.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the business of the
Company.
DIRECTORS:
As on March 31, 2024, the Board of Directors consists of 4 (Four) Directors comprising
of 2 (two) NonExecutive Directors and 2 (two) Non-Executive Independent Directors.
During the year under review, there was no change in the Composition of the Board of
Directors of the Company.
RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Sh.
Navdeep Sharma (DIN: 00454285), Director of the Company, shall retire by rotation at the
forthcoming Annual General Meeting of the Company and being eligible, offers herself for
re-appointment, on the same terms and conditions on which he was appointed/ re-appointed.
In compliance with Regulation 36(3) of Listing Regulations and Secretarial Standards
information about the Director proposed to be appointed/re-appointed is attached along
with the Notice calling the ensuing Annual General Meeting.
WOMAN DIRECTOR:
In terms of the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR),
Regulations, 2015, your Company has Smt. Manisha Oswal as Woman Director on the Board.
KEY MANAGERIAL PERSONNEL:
The following persons are the Key Managerial Personnel (KMP's) of the Company as on
March 31, 2024 in terms of provisions of Section 203 of the Companies Act, 2013 and rules
made there under:-
Names of KMP's |
Designation |
Sh. Jai Karan Singh |
Manager |
Mrs. Jyoti Sud |
Company Secretary Cum Chief Financial Officer |
*Sh. Jai Karan Singh, re-appointed as Manager (Key Managerial Personnel) of the
Company, to hold office for a term of 3 (three) consecutive years w.e.f. August 07, 2024.
DECLARATION OF INDEPENDENT DIRECTORS:
In terms of Section 149(7) of the Companies Act, 2013, the Company has received
necessary declaration from all the Independent Directors of the Company. All Independent
Directors of the Company have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) of the
Listing Regulations along with the declaration that they have registered themselves with
the Independent Director's Database maintained by the IICA as provided in sub-rule (3)
rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the
opinion of the Board, the Independent Directors, fulfill the conditions of independence
specified in Section 149(6) of the Act Regulation 16(1) (b) of the Listing Regulations.
The Independent Directors have also confirmed that they have complied with the Company's
Code of Business Conduct & Ethics.
MEETINGS OF THE BOARD AND COMMITTEES:
During the year under review, four meetings of the board were convened and held on May
23, 2023, August 12, 2023, November 10, 2023 and February 09, 2024. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details in
respect to the Attendance are provided in the Corporate Governance Report forming part of
this Report.
Information on the Audit Committee, the Nomination and Remuneration Committee, the
Stakeholders' Relationship Committee and Risk Management Committee and meetings of those
Committees held during the year is given in the Corporate Governance Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
The Company's Independent Directors held their meeting on November 10, 2023 without the
attendance of Non Independent Directors and members of the management. All Independents
Directors were present at the meeting and, they:
1 Reviewed the performance of non-Independent directors and the Board as a whole;
2 Assessed the quality and timeliness of the flow of information between the Company's
Management and the Board which is necessary for the Board to effectively and reasonably
perform their duties.
BOARD EVALUATION:
Pursuant to the Section 134(3) of the Companies Act, 2013 and Regulation 17 of SEBI
(LODR) regulations, 2015, the Company has devised a policy for performance evaluation of
Independent Directors and the Board. The Board has carried out an annual evaluation of its
own performance, performance of its Committees as well as directors individually. The
Board of Directors formally assess their own performance based on parameters which, inter
alia, include performance of the Board on deciding long term strategies, rating the
composition and mix of Board members, discharging of governance and fiduciary duties,
handling critical and dissenting suggestions, etc. The Board was satisfied with the
evaluation process and approved the evaluation results thereof.
CORPORATE GOVERNANCE:
The Company is committed to follow the best Corporate Governance practices, including
the requirements under the SEBI Listing Regulations and the Board is responsible to ensure
the same, from time to time. The Company has duly complied with the Corporate Governance
requirements. Further a separate section on Corporate Governance in compliance with the
provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said
regulations along with a Certificate from a Practicing Company Secretary confirming that
the Company is and has been compliant with the conditions stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual
Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors make the following statement in terms of Section 134(3)(c) of the
Companies Act, 2013:-
a) that in the preparation of the Annual Accounts for the year ended on 31st
March, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) That 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 as at 31st
March, 2024 and of the profit of the Company for the year ended on that date;
c) that the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) that annual accounts have been prepared on a going concern basis.
e) that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ANNUAL RETURN:
The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and the
provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 for the financial year 2023-2024 in the Form MGT-7 has been
uploaded on Company's website and the web link for the same is http://owmnahar.com/kovalam/pdf/annual-return-2023-24.pdf
PARTICULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTIES:
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm's length basis.
Further, the members of the Company in their 41st Annual General Meeting
held on September 25, 2023, had approved the material-related party transaction by Kovalam
Investment and Trading Company Limited with its related parties effective April 1, 2023,
till the date of ensuing annual general meeting. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Act in Form AOC-is annexed
as Annexure-1.
The details of all the Related Party Transactions form part of Note No. 25 to the
standalone financial statements attached to this Annual Report.
Your Company has framed a Policy on Related Party Transactions for purpose of
identification and monitoring of such transactions in line with the requirements of the
Companies Act, 2013 and Listing Regulations and the said policy is available
http://www.owmnahar.com/kovalam/pdf/RPT-Policy.pdf.
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 potential conflict with interest of the Company at
large. Pursuant to Listing Regulations, the resolution for seeking approval of the
shareholders on material related party transactions is being placed at the AGM.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company is having adequate internal control systems and procedures which
commensurate with the size of the Company. The Company is having Internal Audit Department
which ensures that the internal control systems are properly followed by all concerned
departments of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts that
would impact the going concern status of the Company and its future operations.
CORPORTE SOCIAL RESPONSIBILITY:
The Company is not covered under the purview of the requirements of Section 135 of the
Companies Act, 2013 and the rules made thereon. Hence, it is not applicable to the
Company.
SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
there under and Regulations 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors of the Company has been appointed
M/s P.S Dua & Associates, Company Secretaries in Practice to undertake the Secretarial
Audit of the Company for the financial year 2023-2024.
M/s P.S Dua & Associates, Practicing Company Secretaries have carried out the
Secretarial Audit for the financial year ended March 31, 2024. The Secretarial Audit
Report in Form No. MR-3 for the financial year ended 31st March, 2024 under the Act, read
with Rules made thereunder, is annexed herewith as Annexure 2 and forms an integral part
of this report.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Secretarial Auditor in his Report for the year under review and therefore, does not call
for any further comments.
PARTICULARS OF EMPLOYEES:
The information required pursuant to the provisions of Section 197 (12) read with rule
5 (1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed hereto as Annexure- 3 and forms part of this report.
AUDIT COMMITTEE:
The Company has constituted an Audit Committee pursuant to Section 177(8) read with
Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and SEBI
(LODR), Regulations, 2015.
Presently, the Audit Committee consists of Sh. Komal Jain, Dr. Suresh Kumar Singla who
are Non- Executive Independent Directors and Sh. Navdeep Sharma who is non-Executive
Non-Independent Director. The details in respect to the Attendance, Powers, Roles, and
Terms of Reference etc. are provided in the Corporate Governance Report forming part of
this Report.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY:
As required u/s 178 of the Companies Act 2013 and SEBI (LODR), Regulations, 2015, the
Company has constituted nomination & remuneration committee. Presently, the committee
consists of Sh. Komal Jain, Dr. Suresh Kumar Singla who are Non- Executive Independent
Directors and Sh. Navdeep Sharma who is nonExecutive Non-Independent Director. Further, on
the recommendation of Nomination and Remuneration Committee, the board has already framed
a policy for selection and appointment of Directors, Key Management Personnels &
Senior Management and their remuneration. The details in respect to the Attendance,
Powers, Roles, and Terms of Reference etc. are provided in the Corporate Governance Report
forming part of this Report. The Nomination and Remuneration Policy is available on the
Company's website and the web link for the same is
http://www.owmnahar.com/kovalam/pdf/Nomination-and-Remuneration- Policy.pdf.
As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features
of Nomination and Remuneration Policy is annexed as Annexure-4 hereto and forms part of
this report.
STAKEHOLDER RELATIONSHIP COMMITTEE:
As required u/s 178 of the Companies Act 2013 and SEBI (LODR), Regulations, 2015, the
Company has constituted stakeholder relationship committee. Presently, the committee
consists of Sh. Komal Jain, Dr. Suresh Kumar Singla who are Non- Executive Independent
Directors and Sh. Navdeep Sharma who is nonExecutive Non-Independent Director. The details
in respect to the Attendance, Powers, Roles, and Terms of Reference etc. are provided in
the Corporate Governance Report forming part of this Report.
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.
REPORTING OF FRAUD:
There are no frauds on or by your Company, which are required to be reported by the
Statutory Auditors of your Company.
DISCLOSURE AS PER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBIITON AND
REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder. A Sexual
Harassment Committee/Internal Complaints Committee (ICC) was setup/constituted which is
responsible for redressal of complaints related to sexual harassment at the workplace.
During the Financial Year 2023-2024 the Company has not received any complaints on the
same and hence, no complaint was pending as at 31st March, 2024.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and analysis Report as required under Regulation 34 and Schedule
V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report.
LISTING AGREEMENT:
To streamline the provisions of the Listing Agreement and its better enforceability the
Securities and Exchange Board of India (SEBI), on September, 2, 2015 issued SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015. The said Regulation became
effective from 1st. December, 2015. In compliance of the said Regulations, the
company has entered into Listing Agreement with the BSE Ltd. on 23rd February,
2016.
DEMATERIALSIATION 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 dematerialization of shares till date, are requested
to opt for dematerialization of the shares at the earliest.
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 of below mentioned address:
M/s. Alankit Assignments Limited (Unit: Kovalam Investment & Trading Co. Ltd.)
Alankit House, 4E/2, Jhandewalan Extension
New Delhi-110 055
Telephone No. : (011) 42541234
Fax No. : (011) 42541201
E-mail address : rta@alankit.com
Website : www.alankit.com
In case any query/complaint remains unresolved with our Registrar please write to
Company at the Registered Office of the Company.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AND HOLDING COMPANIES:
Your Company does not have any Subsidiary, Joint Venture or Associate Company and
Holding Company as on 31st March, 2024.
STATUTORY AUDITORS & AUDITOR'S REPORT:
M/s. YAPL & Co. Chartered Accountants (Firm registration number: 017800N) were
re-appointed as Statutory Auditors of the Company in the 40th Annual General
Meeting (AGM) to hold office up to the conclusion of the 45th AGM. They are
holding a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
The Statutory Auditors have confirmed that they satisfy the criteria of independence,
as required under the provisions of the Companies Act, 2013. The Statutory Auditors have
submitted Audit Report on the Financial Statements of the Company for the Accounting year
ended 31 March, 2024. The Auditor's Report on the Accounts of the Company for the year
under review is self-explanatory and requires no comments. During the year under review,
there were no frauds reported by Auditors under Section 143(12) of Companies Act, 2013.
INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of
Directors of the Company has been appointed M/s. Piyush Singla & Associates, Chartered
Accountants to conduct the internal audit of the Company for the financial year 2023-2024.
M/s. Piyush Singla & Associates, Chartered Accountants performs the duties of
internal auditors of the Company for the financial year 2023-2024 and their report is
reviewed by the audit committee.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, your Company has duly complied with applicable provisions
of the Secretarial Standards on meetings of the Board of Directors (SS-1) and General
Meetings (SS-2).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of The Companies (Accounts) Rules, 2014, are not applicable as the Company is a
Non- Banking Financial Company and hence no disclosure is required.
MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
There were no material changes or commitments, affecting the financial position of the
company which have occurred between the end of Financial Year 31st March, 2024
and the date of this report.
BUSINESS RISK MANAGEMENT:
The Company being essentially an Investment Company, its main sources of income is
interest income on loans and advances and dividend/income receivable on investments in
Equity Shares/Debentures/Bonds/deposits made and held by it in other companies. The
financial business is always prone to risks of capital market fluctuations and economic
cycle. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed
and implemented a risk management policy which identifies major risks which may threaten
the existence of the Company. The same has also been adopted by your Board and is also
subject to its review from time to time. The Policy is also posted on Company's website
i.e. http://www.owmnahar.com/kovalam/pdf/Risk-Management-Policy-2.pdf.
The Risk Management Committee of the Company was constituted on 10.08.2022, pursuant to
the Reserve Bank of India vide Circular No. RBI/2021-22/112
DOR.CRE.REC.No.60/03.10.001/2021-22 dated October 22, 2021. 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.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company in accordance with Section 177 (9) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Regulations) Requirements,
2015 has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns
about unethical behaviour, actual or suspected
fraud or violation of Company's code of conduct or grievances & to provide adequate
safeguards against victimization of persons who may use such mechanism. The mechanism
provides for direct access to the Chairman of the Audit Committee in exceptional
circumstances. The Audit Committee reviews and ensures the adequacy of the system laid
down by the Company for the said purpose and no concern was reported during the Financial
year ended 31.03.2024. The Vigil Mechanism/Whistle Blower Policy is posted on the website
of the Company and the web link for the same is
http://www.owmnahar.com/kovalam/pdf/Whistle- Blower-Policy.pdf
POLICY FOR PRESERVATION OF DOCUMENTS:
In accordance with Regulation 9 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 the board has adopted a policy for preservation of
documents and the same is also available on the Company's website and the web link for the
same is http://www.owmnahar.com/kovalam/pdf/Policy-on- preservation-of-documents.pdf
POLICY FOR DETERMINATION OF MATERIALITY OF THE DISCLOSURE OF EVENTS & INFORMATION:
In accordance with Regulation 30 (4) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 a policy has been adopted regarding disclosures of any
events or information which, in the opinion of the board of directors is material and the
same is also available on the Company's website and the web link for the same is
http://www.owmnahar.com/kovalam/pdf/Policy-for-determination-of-materiality-of-events-
or-informations.pdf
ARCHIVAL POLICY:
In accordance with Regulation 30 (8) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 an archival policy has been adopted by the Board. The
Archival Policy is available on the Company's website and the web link for the same is
http://www.owmnahar.com/kovalam/pdf/Policy-on-Archival-of- Documents.pdf
FAMILIARISATION PROGRAMMES:
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://www.owmnahar.com/kovalam/pdf/Familiarization-Programme-Imparted-2024.pdf
CODE OF CONDUCT:
Your Company has in place, a Code of Conduct for the Board of Directors and Senior
Management Personnel, which reflects the legal and ethical values to which your Company is
strongly committed. The Directors and Senior Management Personnel of your Company have
complied with the code as mentioned hereinabove. The Directors and Senior Management
Personnel have affirmed compliance with the Code of Conduct applicable to them, for the
financial year ended 31 March, 2024. The said Code is available on the website of your
Company at www.owmnahar.com.
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 e-mail 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. We solicit your valuable co-operation and support in our endeavor to contribute our
bit to the environment.
LISTING OF EQUITY SHARES AND LISTING FEES:
Your Company's Equity Shares are listed on the BSE Limited (BSE), Mumbai and the
listing fees for the financial year 2024-2025 has been duly paid.
HUMAN RESOURCES/INDUSTRIAL RELATIONS:
The Industrial Relations remained cordial throughout the year. A detailed section on
Human Resources/Industrial Relations is provided in the Management Discussion and Analysis
Report, which forms part of this Annual Report.
OTHER DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:-
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable; and
The requirement to disclose the details of difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons there of, is not applicable.
The Company has not defaulted in payment of interest and/ or repayment of loans to any
of the financial institutions and/ or banks during the year under review is not
applicable.
ACKNOWLEDGEMENT:
The Directors of the company wish to place on record their sincere thanks to the
shareholders for their continued support, co-operation and confidence in the management of
the Company.
By Order of the Board of Directors |
For Kovalam Investment and Trading Company Limited |
Navdeep Sharma |
Komal Jain |
Director |
Director |
DIN:00454285 |
DIN:00399948 |
Place: Ludhiana |
Date: 07.08.2024 |