• OPEN AN ACCOUNT
Indian Indices
Nifty
22,419.95 -150.40
(-0.67%)
Sensex
73,730.16 -609.28
( -0.82%)
Bank Nifty
48,201.05 -293.90
( -0.61%)
Nifty IT
33,666.25 111.85
( 0.33%)
Global Indices
Nasdaq
15,611.76 -100.99
(-0.64%)
Dow Jones
38,085.80 -375.12
(-0.98%)
Hang Seng
17,651.15 366.61
(2.12%)
Nikkei 225
37,934.76 306.28
(0.81%)
Forex
USD-INR
83.31 0.00
(0.00%)
EUR-INR
89.11 0.15
(0.17%)
GBP-INR
103.70 0.42
(0.41%)
JPY-INR
0.54 0.00
(-0.15%)

EQUITY - MARKET SCREENER

Nalwa Sons Investments Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
532256
INE023A01030
20017.1661479
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
NSIL
40.48
1833.18
EPS(TTM)
Face Value()
Div & Yield %
88.11
10
0
 

As on: Apr 27, 2024 12:45 AM

DearMembers,

Your Directors have pleasure in presenting the 51st Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2022.

1. FINANCIAL RESULTS

The Financial performance for the Financial year ended 31st March, 2022 is summarized below:

(Rs.in Lakhs)

PARTICULARS

Standalone

Consolidated

Year Ended 31.03.2022 Year Ended 31.03.2021 Year Ended 31.03.2022 Year Ended 31.03.2021
Revenuefrom Operations 6,814.95 4,371.59 9,307.38 6,512.43
Other Income 426.74 236.47 428.39 239.37
Total Income 7,241.69 4,608.06 9,735.77 6,751.80
Total Expenses 225.35 1,091.63 1,700.02 2,143.53
Profit before Exceptional items &Tax 7,016.34 3,516.43 8,035.75 4,608.27
Exceptional Item - - - 149.14
IncomeTax earlieryears (370.59) (377.29) (371.56) (377.05)
CurrentTax 1300.83 721.93 1,538.83 952.76
Deferred Tax Liability/(Assets) 449.99 (149.18) 233.24 (130.99)
Profit for the yea r afterTax 5,636.11 3,320.97 6,586.37 4,314.14
Total ComprehensiveIncome 2,75,791.94 1,87,594.98 2,83,658.14 1,92,064.28

2. COMPANY'S PERFORMANCE

On a standalone basis, the Income of the Company by way of dividend, interest and other income stood at Rs. 7,241.69 lakh during the financial year ended 31st March, 2022 as compared to Rs.4,608.06 lakh during the previous year. Profit before exceptional items & Tax at Rs. 7,016.34 Lakh as compared to Rs. 3,516.43 lakh during previous year. Profit after tax stood at Rs. 5,636.11 lakh as compared to Rs. 3,320.97 lakh during the previous year.

On a consolidated basis, the Total Income stood at Rs. 9,735.77 lakh during the financial year ended 31st March, 2022 as compared to Rs. 6,751.80 lakh during the previous year. Profit after tax stood at Rs. 6,586.37 lakh as compared to Rs. 4,314.14 lakh during the previousyear.

3. FUTURE PROSPECTS

Your Company holds significant investments in Equity Shares of O.P. Jindal Group of Companies, therefore the businessprospects of the Company largely depends on the business prospects of O.P. Jindal Group of Companies and the steel industry. Despite the sporadic COVID infection waves and the manufacturing sector's supply chain constraints, steel demand recovered strongly in the first two quarters of FY-22 with an increase of almost 25% and 28.9% as compared to the FY-21 despite the fact that the global steel demand remained subdued. The strong recovery of the steel demand was mainly due to government's focus on infrastructure development riding on the back of 'Make-in- India' initiatives. However, the outlook for 2023 has weakened due to inflationary pressure, which is further aggravated by ongoing geo-political tension around the world.Your Company is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders' value. Considering the forecasted growth in the economy as a whole and the steel industry in particular, the Company expects to enhance its entrenched value for the benefit of the shareholders' at large.

4. DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND

In terms of the Dividend Distribution Policy of the Company and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, Board of Directors has not recommended any dividend for the financial year ended 31st March, 2022. The Dividend Distribution Policy is available on Company's website at the following link: https://www.nalwasons.com/pdf/NSIL-Dividend%20Distribution%20Policy.pdf

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

5. TRANSFER TORESERVES

An amount of Rs.664.19 lakh was transferred to Statutory Reserve Fund during the financial year under review.

6. DEPOSITS

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

7. SHARECAPITAL

The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh only) Equity shares of Rs. 10 (Rupees Ten only) each.The paid up equity share capital as on March31, 2022 is Rs. 5,13,61,630 (Rupees Five Crore Thirteen Lakh Sixty One Thousand Six Hundred and Thirty only) comprising 51,36,163 (Fifty One Lakh Thirty Six Thousand One Hundred and Sixty Three only) equity shares.

There was no buy back of equity shares, public issue of securities, rights issue, bonus issue or preferential issue etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares norhasitgrantedanystockoptions.

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2021-22, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards(Ind-AS) and the SEBI (Listing ObligationsandDisclosureRequirements)Regulations,2015.

9. HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any Holding Company. The Company has 3 direct subsidiaries as on March 31, 2022, namely (i) Jindal Steel & Alloys Ltd. (ii) Nalwa Trading Limited(formerly Known as Jindal Holdings Ltd.) and (iii) Brahmaputra Capital & Financial Services Ltd. Jindal Equipment Leasing and Consultancy Services Ltd. is an associate of the Company. There is no Joint Venture of the Company. Jindal Steel & Alloys Limited and Brahmputra Capital & Finance Services Ltd. are material subsidiaries of your Company.

In terms of the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements of the Company, along with other relevant documents and separate audited accounts of the subsidiaries, are available on the website of the Company, at the link: viz. www.nalwasons.com.

The members, if they desire, may write to the Secretarial Department of the Company at 28, Najafgarh Road, Moti Nagar Industrial Area, New Delhi-110 015 to obtain the copy of the financial statements of the subsidiary companies.

A statement containing the salient features of the financial statement of the subsidiaries and associate company in the prescribed Form AOC -1 is attached along with financial statements. The statement also provides the details of performance and financial position of each of the subsidiary company. Your Company has framed a policy for determining "Material Subsidiary" in terms of Regulation 16 (1) (C) of SEBI LODR, which is available at the website of the Company at the link: http://nalwasons.com/pdf/Policy_for_determining_material_subsidiaries_NSIL001.pdf

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ram Gopal Garg, Independent Director of the Company passed away on 2nd May, 2021, due to Covid-19.

Mr. Kanwaljit Singh Thind and Mrs. Shruti Shrivastava were appointed as Additional Director (Non Executive, Independent) of the Company w.e.f. 21st January, 2021.The Resolutions for their appointment as Director were passed by the members at the 50th Annual General Meeting.

Mr. Mahender Kumar Goel, who retires by rotation at the ensuing AGM under the provisions of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

The Board of Directors at its meeting held on 10th August, 2022 upon recommendation of the Nomination and Remuneration Committee approved re-appointment of Mr. Rakesh Kumar Garg as Whole Time Director and designed him as Executive Director & C.E.O. and KMP of the Company for further term of 5 years w.e.f. 17th October, 2022. The aforesaid proposal of re-appointment will be placed before the shareholders at the ensuing AGM of the Company.

Brief resumes of the above mentioned Directors being re-appointed and the director, who retire by rotation and eligible for re- appointment, nature of their expertise in specific functional areas, details of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

All Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order or any other statutory authority.

Your Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with your Company, nature of the industry in which your Company operates, business operations of your Company etc. The said Policy may be accessed on your Company's website at the link: http://nalwasons.com/pdf/DETAILS%20OF%20FAMILIARIZATION%20%20PROGRAMMES%20IMPARTED%20TO%20I

NDEPENDENT%20DIRECTORS%20NSIL.pdf

11. NUMBER OF MEETINGS OFTHE BOARD

The Board of Directors met five times during the financial year ended on 31st March, 2022. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

In term of requirements of Schedule IV to the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on June 29,2021.

The Independent Directors at the meeting reviewed the following:

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

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

12. BOARDEVALUATION

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

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

13. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS, KMP & OTHER SENIOR EMPLOYEES

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

14. DECLARATIONOF INDEPENDENCE

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

15. EXTRACT OF ANNUAL RETURN

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

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to directors' responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, 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 as at 31st March, 2022 and of the profit and loss of the Company for the year ended on that date;

(c) 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) 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 such internal financial controls are adequate and were operating effectively.

(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.

17. AUDITORS

a) Statutory Auditor:

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

Reserve Bank of India vide its Circular No. RBI/2021- 22/25 Ref. No.DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated April 27,2021 ("RBI Circular"), had issued guidelines with respect to appointment of Statutory Auditors in various entities including NBFCs, as per criteria mentioned in the Regulation. These guidelines are applicable to NBFCs for financial year 2021-22 and onwards in respect of appointment/ re-appointment of Statutory Auditors. Pursuant to the said guidelines, in order to protect the independence of the auditors, entities will have to appoint the Statutory Auditor for a continuous period of three years subject to the firm satisfying the eligibility norms each. Further, an audit firm would not be eligible for reappointment in the same entity for six years (two tenures) after completion of full or part of one term of the audit tenure.

Keeping in view the aforesaid RBI Circular, M/s Doogar & Associates, the Existing Statutory Auditor, are not eligible to continue as Statutory Auditors of the Company w.e.f. October 1,2021 since they have already

completed a term of more than three years. Accordingly, M/s Doogar & Associates have provided their intent letter expressing that they are not eligible to continue as Statutory Auditors of the Company and intent to resign from the office of Statutory Auditors, which will be effctive from the date of conclusion of 50th AGM i.e. 30th September, 2021.

M/s. B S D & Co., Chartered Accountants, (Firm Registration No. 000312S) were appointed as Statutory Auditors of the Company by the shareholders at the 50th Annual General Meeting of the Company held on 30th September, 2021 for the period of 3 years starting from conclusion of 50th AGM till the conclusion of 53rd AGM of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) Secretarial Auditor:

The Board had appointed M/s Rajesh Garg & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31,2022 is annexed herewith marked as Annexure-AI to this report. Also Secretarial Audit report(s) of Indian unlisted material subsidiaries are also attached as Annexure A2 and A3 to this report. Inline with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31st March, 2022 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by M/s. Rajesh Garg & Co., Practicing Company Secretaries and filed with the Stock Exchanges on May 30, 2022. The same is available on the website of the Company atwww.nalwasons.com.

The Secretarial Audit Report of the Company contains the following qualification, reservation or adverse remark as follows:

The Company has not availed Director and Officer Insurance ('D' and 'O') Insurance Policy for its independent directors during the period 1st January, 2022 to 31st March, 2022 in compliance with Regulations 25(10) of SEBI(Listing Obligations and Disclosure Requirements), Regulations, 2015, amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 3rd August, 2021 read with the corrigendum dated 6th August, 2021,as applicable to the top 1000 listed entities with effect from January 1,2022.

Management's Reply:

The Company, after finding and evaluation the suitable insurance company, has taken the Director and Officer Insurance ('D' and 'O') Insurance Policy for its independent directors from ICICI Lombard General Insurance Company Limited on 25th May, 2022

18. AUDITCOMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report. All the recommendations made by the Audit Committee during the financial year 2021-22 wereaccepted bytheBoard.

19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR Committee and formulated CSR policy. The policy primarily rests on four broad categories: Environment, Health, Education and Community Development. The details partaining to the composition of the Corporate Social Responsibility Committee are included in the Corporate Governance Report which is a part of this Report.

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

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

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYTHE COMPANY

The particulars of loans, guarantees or investments by the Company are stated in Notes to Accounts, forming part of thisAnnual Report.

21. TRANSACTIONSWITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2is not required. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Moreover, Policy on Related Party Transactions in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of the Companies Act, 2013 is uploaded at the web link: http://nalwasons.com/pdf/Related Party Transactions-file001.pdf Pursuant to Part A of Schedule V to the Listing Regulations, there were no transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company.

22. DISCLOSURE REQUIREMENTS

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

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY (OCCURRED BETWEENTHE END OFTHE FINANCIALYEAR ANDTHE DATE OFTHE DIRECTORS REPORT)

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

24. PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

There were no foreign exchange transactions during the year.

25. RISKMANAGEMENT

Pursuant to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, top 1000 listed entities based on market capitalization as on March 31, 2021, are required to constitute a RiskManagement Committee.

As on 31st March, 2021, the Company ranked at 898 and 982 among top 1000 listed companies by market capitalization, on NSE and BSE respectively. The Board of Directors at its meeting held on 29th June, 2021 has constituted the RiskManagement Committee of the Company w.e.f. 29th June, 2021 which has been entrusted inter alia with the following functions: (a) Framing of Risk Management Plan and Policy; (b) Overseeing implementation / Monitoring of Risk Management Plan and Policy; (c) Identifying emerging risks and reviewing risk mitigation strategies; and (d) Formulating a cyber security plan and overseeing its implementation.

Your Company has laid down procedures to inform Board members about risk assessment and minimization strategy. The Board doesn't foresee any immediate risk which threatens the existence of the Company. The details of Risk Management Committee are mentioned in the Corporate Governance Report.

26. PARTICULARS OF EMPLOYEES

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

27. RESERVE BANK OF INDIA GUIDELINES

Your Company is registered as a Non Banking Financial Company (NBFC) with Reserve Bank of India under the provisions of Section 45 IA of the Reserve Bank of India Act, 1934. In term of Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, Nalwa Sons Investments Limited ('NSIL' or 'the Company') is a Systemically Important Non-Deposit taking-Non Banking Financial Company (i.e a nonbanking financial company not accepting/holding public deposits and having an asset size of more than Rs.500crores) having totalassetsofRs.9257.83 Crore.

YourCompanyhasdulycomplied with allapplicablerules, regulationsand guidelinesissued byReserve Bankof Indiafor NBFCs fromtime to time.

28. INTERNAL FINANCIAL CONTROLS

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Control Framework, commensurate with the size, scale and complexity of its operations. To maintain its objectivity andindependence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Company hasin place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

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

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the year under review, there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention,Prohibitionand Redressal)Act,2013.

30. WHISTLE BLOWER POLICY ANDVIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud orviolation of the Company's code of conductorethics policy.

The Whistle Blower Policy is posted on the website of the Company and can be accessed at the link: http://nalwasons.com/pdf/Whistle Blower Policv001.pdf

31. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS INCLUDING INDEPENDENT DIRECTORS

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

The Independent Directors are given every opportunity to interact with the Key / Senior Management Personnel and are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part.

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

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

NDEPENDENT%20DIRECT0RS%20NSIL.pdf

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

http://nalwasons.com/pdf/Policy on familiarisation programme for independent directors NSIL001.pdf

32. THE CHANGE INTHE NATURE OF BUSINESS, IF ANY

Therehasbeen no change in thenatureof Company's business duringthefinancial year ended on 31st March, 2022.

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concernstatus oftheCompanyandits futureoperations.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

35. HUMAN RESOURCES

The Company continues to put due emphasis on appropriate human resource development for its business. The employeesofyourCompanyandtheGroupfullyidentify withtheCompany'sand Group's vision and business goals.

36. E-VOTINGPLATFORM

In compliance with provisions of Section 108 of the Companies Act, 2013 and MCA General Circular dated 5th May, 2022readwith circularsdated 13th January,2021,14th December,2021,28thSeptember,2020and 15th June,2020,5th may, 2020, 8th april, 2020 and 13th april, 2020 (collectively referred to as "MCA Circulars") and circular dated May 13, 2022, January 15, 2021 read with 12th May 2020 issued by the Securities and Exchange Board of India ("SEBI Circular"), your Company is registered with Link Intime India Private Limited for providing E-Voting services to set up an electronic platform to facilitate shareholders to cast votes through remote e-voting and also through e-voting system at the ensuing Annual General Meeting scheduled to be held through Video Conferencing/Other Audiovisual Means) on the businessto betransacted atthe said AGM.

Detailed procedurewill be provided in the Notice convening theAnnual General Meeting sent to the Shareholders.

37. BUSINESS RESPONSIBILITY REPORT

SEBI vide its circular dated May 10, 2021 has introduced new reporting requirements on Environmental, Social and Governance ('ESG') parameters viz. the Business Responsibility and Sustainability Report ('BRSR'). The said reporting is applicable for the top 1,000 listed companies based on market capitalization and has been made mandatory from F.Y. 2022-23 and is voluntary for the financial year 2021-22. Your Company forms part of the top 1000 listed entities as on 31st March 2022. The Company intends to get itself familiarized with the new requirements over the period of next financial year and gradually adapt and align itself to higher standards of sustainability

For the current reporting period, the Company continues to follow the existing reporting requirements and accordingly pursuant to Regulation 34(2) of Listing Regulations, Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective, along with all the related policies can be viewed on the Company's website at: www.nalwasons.com

38. EMPLOYEE STOCK OPTION SCHEME

Since the Company has not issued any stock option, the requirement of disclosure of Regulation 14 of Securities Exchange Board of India(Share Based Employee Benefit and sweat equity) Regulation 2021 is not applicable to the Company.

39. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, during the period underreview:

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

b) There was no issue of shares (includingsweat equityshares)tothe employees of the Company under any Scheme.

c) There is no proceeding pending undertheInsolvency and BankruptcyCode,2016.

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

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

f) No credit rating was required to be obtained.

40. ACKNOWLEDGEMENT

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

The Directors also thank the Government of India, Governments of various states in India and other concerned Governmentdepartmentsandagenciesfortheirco-operation.

For and on behalf of the Board of Directors
Place: Hisar Rakesh Kumar Garg Nrender Garg
Date: August 10,2022 Executive Director & C.E.O. Director
DIN:00038580 DIN:08486246