Directors Report of Nahar Industrial Enterprises Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 41st Annual Report together with the audited financial
statements for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended 31st March, 2025 is summarized below: (Rs. in Lacs)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
Revenue from operations	153,008.40	147,176.18	153,008.40	147,176.18
Profits/ (Loss) Before Depreciation, Finance Cost and Tax	12,218.23	8,790.01	11,916.51	8,790.01
Less: Depreciation	4,761.73	4,582.59	4,761.73	4,582.59
Less: Finance Cost	4,595.95	2,867.44	4,595.95	2,867.44
Profit/(Loss) Before Tax	2,860.55	1,339.98	2,558.83	1,339.98
Less: CSR expenses u/s 135 of Companies Act, 2013	205.00	189.57	205.00	189.57
Add : Share of Profit/(Loss) of Associates	—	----	48.42	27.09
Profit/(Loss) Before Tax	2,655.55	1,150.41	2,402.25	1,177.50
Less: Tax Expense (i) Current Tax	350.00	295.00	362.75	307.10
(ii) Deferred Tax	258.35	(106.27)	190.68	(102.76)
Profit/(Loss) After Tax for the period	2,047.20	961.68	1,848.82	973.16
Other Comprehensive Income Items that will not be reclassified to profit or loss I) Re-measurement gains/(losses) on defined benefit plans	172.18	145.18	172.18	145.18
Income tax effect on the same	(43.34)	(36.54)	(43.34)	(36.54)
ii) Net gain /(loss) on FVOCI equity instruments	1.76	1.41	1.76	1.41
Income tax effect on the above	--	-	-	-
Total Comprehensive Income for the period	2,177.80	1,071.73	1,979.42	1,083.21

2. PERFORMANCE REVIEW

The Company operates in two Business segments
i.e. Textile and Sugar as per Indian Accounting
Standard (AS)-108 (Operating Segment).

i) Textile: The total turnover of this segment
(Yarns and Fabrics) has increased to Rs.
1326.32 crores as against Rs. 1262.86 crores
in the previous year showing an increase of
5.02%. The textile segment accounts for
86.69% (including inter-segment) of the total
turnover of the company for the year ended
31st March, 2025. The Business wise
performance of Textile segment is as under:

a) Yarn: The Company has produced 40322
MTs of yarn as against 38464 MTs in the
previous year.

b) Fabric: The Company has produced
647.78 lacs meters of fabrics (both grey
and processed) as against 544.80 lacs
meters in the previous year.

ii) Sugar: The turnover of sugar segment has
decreased to Rs.203.46 crores as against Rs.
206.62 crores in the previous year showing a
decrease of 1.53%. The Company has
produced 431595 Qtls. of sugar as against
454200 Qtls. in the previous year at a Recovery
rate of 9.87% (previous year 10.23%).

Overall Performance (Standalone/Consoli-
dated)

We wish to inform you that during the year under
review on standalone basis, the company has
achieved operational income of Rs. 1530.08 crores

as against Rs. 1471.76 crores showing a increase
of 3.96% over the previous year. The company has
earned Profit before depreciation, finance cost and
tax of Rs. 122.18 crores as against Rs. 87.90 crores
in the previous year. After providing for Depreciation
of Rs. 47.62 crores (previous year Rs. 45.83
crores), finance cost of Rs. 45.96 crores (previous
year Rs. 28.67 crores) and Tax Expenses of Rs.
6.08 crores (previous year Rs. 1.89 crores)
(inclusive of Deferred Tax) the Profit after tax for the
year comes to Rs. 20.47 crores as against Profit of
Rs. 9.62 crores in the previous year.

We wish to inform you that during the year under
review on consolidated basis, the company has
achieved operational income of Rs. 1530.08 crores
as against Rs. 1471.76 crores showing a increase
of 3.96% over the previous year. The company has
earned Profit before depreciation, finance cost and
tax of Rs.119.16 crores as against Rs. 87.90 crores
in the previous year. After providing for Depreciation
of Rs. 47.62 crores (previous year Rs. 45.83
crores), finance cost of Rs. 45.96 crores (previous
year Rs. 28.67 crores), Share of Profit/(Loss) of
Associates of Rs. 48.42 lacs (previous year Rs.
27.09 lacs) and Tax Expenses of Rs.5.53 crores
(previous year Rs. 2.04 crores) (inclusive of
Deferred Tax) the Profit after tax for the year comes
to Rs. 18.49 crores as against Profit of Rs. 9.73
crores in the previous year.

3. TRANSFER TO RESERVES

Your company has transferred Rs. 2177.80 lacs
[previous year Rs. 1071.73 lacs] to the General
Reserves and thus company''s Reserves (Other
Equity) stand increased to Rs. 93922.68 lacs as on
31.03.2025 as against Rs. 91744.88 lacs as on
31.03.2024.

4. CREDIT RATING

During the year, the Rating agency CRISIL Limited
vide its letter dated March 12, 2025 has accorded
the Long Term Rating of total bank loans facilities
''CRISIL A-/Negative'' and Short Term Rating
''CRISIL A2 ''.

5. DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY

In order to retain the profits of the company, your
directors do not recommend any dividend for the
financial year ended on 31st March, 2025. The

requirement of formulating a Dividend Distribution
Policy as per Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the company.

6. INVESTOR EDUCATION AND PROTECTION
FUND

Pursuant to the applicable provisions of the
Companies Act, 2013 and rules framed there under,
the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the date
of transfer to the unpaid account is required to be
transferred to Investor Education and Protection
Fund (IEPF) Account of the Central Government.
The Company has already transferred the amount
of unclaimed dividend up to financial year 2016-17
to the IEPF. The dividend so transferred to IEPF
Account can be claimed back by the concerned
members from the IEPF authority after complying
with the procedure prescribed under the rules.

In terms of the requirements of Section 124(6) of the
Companies Act, 2013 read with Investor Education
and Protection Fund (IEPF) Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as
amended (''the Rules'') the Company is required to
transmit the Shares to the IEPF Account in respect
of which the dividend has remained unpaid or
unclaimed for a period of seven consecutive years.
The shares transmitted to the IEPF Account can be
claimed back by the concerned members from the
IEPF authority after complying with the procedure
prescribed under the rules.

The details of dividend transferred and shares
transmitted to IEPF authority are also provided on
the website of the company i.e. www.owmnahar.
com.

7. SHARE CAPITAL

The paid up Share Capital of the Company as at
31st March, 2025 was Rs. 83,20,55,810/-
consisting of Equity Share Capital of Rs.
43,20,55,810/- divided into 4,32,05,581 Equity
Shares of the face value of Rs. 10/- each and
Preference Share Capital of Rs. 40,00,00,000/-
divided into 40,00,000 - 5.5% Non-Convertible
Non-Cumulative Redeemable Preference Shares
of the face value of Rs. 100/- each (Preference
Shares). During the year the Company has not
issued any shares with differential voting right nor
has granted any stock options or sweat equity. As

on 31st March, 2025 none of the Promoters/
Directors of the Company hold instruments
convertible into equity shares of the Company.

8. DEPOSITS

During the year, the Company has not accepted any
deposit from the public. As such there are no
outstanding deposits within the meaning of Section
73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

9. 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 Financial
Statements.

10. MATERIAL CHANGES AFFECTING FINANCIAL
POSITION OF THE COMPANY

No changes and commitments affecting the
financial position of the company have occurred
during the year under review as well as the period
between the end of financial year till the date of this
report.

11. DIRECTORS

Appointment and change in Directors

• In accordance with the provisions of Section
152 of the Companies Act, 2013 and the
Company''s Articles of Association Sh. Jawahar
Lal Oswal (DIN: 00463866) and Sh. Dinesh
Oswal (DIN: 00607290), Directors of the
Company will be retiring by rotation at the
forthcoming Annual General Meeting and being
eligible offer themselves for reappointment.
Accordingly, the requisite resolution(s) are
proposed at the ensuing Annual General
Meeting for approval.

• Pursuant to the provisions of Sections 149,
150, 152 and other applicable provisions of the
Companies Act, 2013 and Companies
(Appointment & Qualifications of Directors)
Rules, 2014, the Company has proposed the
appointment of Dr. Prem Lata Singla (DIN:
09674172) as an Independent Director of the
Company, not liable to retire by rotation in the
meeting of Board of Directors held on

12.08.2025 for the term of 5 (five) years i.e.
upto 28.09.2030. Brief profile of Dr. Prem Lata
Singla is given in the Explanatory Statement
attached to this Notice.

• The first term of five years for the appointment
of Independent Directors namely Dr. Manisha
Gupta (DIN: 06910242), Dr. Roshan Lal Behl
(DIN: 06443747), Sh. Parvinder Singh Pruthi
(DIN: 07481899) is expiring on 13.08.2025.
Pursuant to Section 149(10) of the Companies
Act, 2013 they are eligible to be re-appointed as
Independent Director(s) of the company for the
2nd term. In terms of the provisions of the
Companies Act, 2013 and rules made
thereunder, the company proposes to re¬
appoint them as Independent Director(s), not
liable to retire by rotation, for a further period of
five years w.e.f. 14.08.2025 subject to approval
of the shareholders in the ensuring Annual
General Meeting of the Company. Brief profile
of aforesaid proposed Independent Directors is
given in the Explanatory Statement attached to
this Notice.

• Sh. Abhinav Oswal (DIN: 07619099) was
appointed as an Executive Director (Whole
time Director) of the Company w.e.f.
01.09.2020 for a period of five years i.e. up to
31.08.2025. The Nomination & Remuneration
Committee of the Company has recommended
and the Board of Directors has approved the re¬
appointment of Sh. Abhinav Oswal as
Executive Director of the company for a further
period of five years i.e. from 01.09.2025 up to
31.08.2030, subject to approval of
shareholders in the ensuring Annual General
Meeting, on the terms and conditions as
mentioned in the Notice of Annual General
Meeting. Brief profile of Sh. Abhinav Oswal is
given in the Explanatory Statement attached to
this Notice.

Declaration by Independent Directors

• Necessary declaration has been obtained from
all Independent Directors under sub-section (6)
of Section 149 of the Companies Act, 2013 and
Regulation 16(1 )(b) of SEBI (LODR)
Regulations, 2015.

• Your Board confirms that in its opinion the

Independent Directors possess the requisite
integrity, experience, expertise, proficiency and
qualifications. All the Independent Directors on
the Board of the Company are registered with
Indian Institute of Corporate Affairs (IICA) as
notified under section 150(1) of the Companies
Act, 2013.

Number of Meetings of the Board

During the year five Board Meetings were convened
and held on 20.04.2024, 30.05.2024, 14.08.2024,
14.11.2024 and 14.02.2025. The detail thereof is
also given in the Corporate Governance Report.
The intervening gap between the meetings was
within the period prescribed under the Companies
Act, 2013.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013
and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Company
has devised a policy for performance evaluation of
the board, its committees and all the Directors
individually as per the criteria laid down by the
Nomination & Remuneration Committee of the
Company. The manner of evaluation is stated in the
Corporate Governance Report forming an integral
part of this report.

Independent Directors Meeting

During the financial year 2024-25, the Independent
Directors met on 14.12.2024, inter-alia, to discuss:-

(i) The performance of Non-Independent
Directors and the Board as a whole;

(ii) The performance of the Chairman of the
Company taking into account the views of
Executive and Non Executive Directors and

(iii) To 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. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and
according to the information and explanations
obtained by them, your Directors make the following
statement in terms of Section 134(3) (c) and (5) of
the Companies Act, 2013:-

(i) that in the preparation of the Annual Accounts

for the year ended on 31st March, 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

ii) that the directors had 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, 2025 and of the profit of the
Company for the year ended on that date;

(iii) 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;

(iv) that annual accounts have been prepared on a
going concern basis;

(v) 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

(vi) 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.

13. ANNUAL RETURN

The web-link for the Annual Return for the financial
year 2024-25 in the Form MGT-7 is placed on the
Company’s website at http://www.owmnahar.
com/nahar_ie/pdf/annual-return-2024-25.pdf

14. RELATED PARTY TRANSACTIONS

During the financial year under review, all
transactions entered into with related parties as
defined under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 are in the ordinary course of
business and at arm''s length basis. The company
has not entered into any contract or arrangement
with related parties / Group companies other than
arm''s length price. The details of Related Party
Transactions are placed before the Audit
Committee for its review and approval on quarterly
basis. These transactions were entered into as per

the Company''s policy on Related Party
Transactions and are approved by the Audit
Committee, Board and shareholders. The
company''s policy on Related Party Transactions is
available at the web link: www.owmnahar.
com/nahar_ie/pdf/RPT_Policy.pdf. The details of
Related Parties transactions are given in Note No.
38 of the Notes to Financial Statements. Pursuant
to the provisions of section 134(3) Form AOC-2 is
annexed herewith as Annexure-A.

15. AUDIT COMMITTEE

The Company has already 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 (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. Presently, the Audit Committee
of the Company consists of Sh. Dinesh Gogna, Dr.
Manisha Gupta, as Members and Dr. Roshan Lal
Behl is the Chairman of the Audit Committee. The
detailed information regarding Audit Committee and
its terms of reference is given in Corporate
Governance Report forming an integral part of the
Directors Report.

16. NOMINATION & REMUNERATION COMMITTEE

The Company has already constituted a
Nomination & Remuneration Committee pursuant
to Section 178(1) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Presently, the
Nomination & Remuneration Committee consists of
Dr. Suresh Kumar Singla and Dr. Roshan Lal Behl
as Members and Dr. Yash Paul Sachdeva is the
Chairman of the Nomination & Remuneration
Committee. The detailed information regarding
Nomination & Remuneration Committee and its
terms of reference is given in Corporate
Governance Report forming an integral part of the
Directors Report.

17. RISK MANAGEMENT

The Company has laid down a Risk Management
Policy and identified threat of such events which if
occurs will adversely affect the ability of the
company to achieve its objectives. Evaluation of
business risk and managing the risk has always
been an ongoing process in your company. The
Audit Committee has also been delegated the
responsibility for assessment, mitigation,

monitoring and review of all elements of risks which
the Company may be exposed to. The Board also
reviews the risk management and minimization
procedures.

18. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

The Board adopted a Vigil Mechanism/ Whistle
Blower Policy as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
section 177 of the Companies Act, 2013 to report
genuine concerns or grievances about unethical
behavior of employees, actual or suspected fraud or
violation of the Company''s Code of Conduct. The
Company''s Vigil mechanism/Whistle Blower Policy
is available at the Company''s website i.e.
www.owmnahar.com.

19. INDIAN ACCOUNTING STANDARD (IND AS)
AND INTERNAL FINANCIAL CONTROL

The Indian Accounting Standard (Ind AS) became
applicable on the Company w.e.f. 1st April, 2016.
Accordingly, the Financial Statements have been
prepared in accordance with the Companies (Indian
Accounting Standard) Rules, 2015 as amended by
the Companies (Indian Accounting Standards)
Amendment Rules, 2016. The Company is having
adequate internal financial control systems and
procedures which commensurate with the size of
the Company. The Company is having Internal Audit
Department which ensures optimal utilization and
protection of Company''s resources. The Internal
Auditor monitors and evaluates the efficiency and
adequacy of internal control systems in the
company, its compliance with operating systems,
accounting procedures and also ensures that the
internal control systems are properly followed by all
concerned departments of the company. Significant
audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.
The company has appointed M/s. S. Jain & Co.,
Chartered Accountants (Firm No. 09593N) as
Internal Auditor of the Company for the financial
year 2025-26.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year, the Company has complied with the
applicable Secretarial Standards as prescribed
under section 118 of the Companies Act, 2013.

21. 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.

Other Information(s)

A. 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

Not applicable. No such application is made or
pending during the year.

B. 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 thereof

Not applicable. During the financial year 2024¬
25 there is no instance that the Company has
made any one time settlement with Banks or
Financial Institutions.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social
Responsibility (CSR) Committee of the board in
accordance with section 135 of the Companies Act,
2013. The Company has adopted a CSR Policy and
undertaking CSR programmes/ projects along with
group companies under one umbrella through
Oswal Foundation (OSF) which is a registered
society formed in 2006 having its charitable objects
in various fields and registered with MCA vide
registration No. CSR00000145. The CSR policy of
the company has been placed on the Company''s
website at web-link www.owmnahar.com/
nahar_ie/pdf/CSR_Policy_NIEL.pdf. The report on
CSR activities as required under the Companies
(Corporate Social Responsibility) Rules, 2014
including brief outline of the Company''s CSR policy
is annexed herewith marked as Annexure-B.

During the year, two meetings of CSR committee
were held on 14.08.2024 and 14.02.2025 and all the
members were present in the meeting. Pursuant to
the provisions of Section 135 of the Companies Act,
2013, for the financial year 2024-25 there is a CSR
obligation of Rs. 2,04,43,360/- on the Company for
spending CSR expenses. The company has made

compliance of the applicable provisions of the CSR
obligation for the year and contributed Rs.
2,05,00,000/-. The excess amount of Rs. 56,640/-
paid during the current financial year is available for
set-off in the succeeding financial years.

23. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of
Nomination and Remuneration Committee, framed
a policy for appointment and remuneration of
Directors, Key Managerial Personnel and Senior
Management of the Company. The policy also lays
down criteria for determining qualifications, positive
attributes, independence of directors and other
matters provided under section 178 of the
Companies Act, 2013. The Nomination and
Remuneration policy of the company is elaborated
in the Corporate Governance Report forming an
integral part of this report.

24. AUDITORS

i) Statutory Audit & Auditor''s Report

The shareholders at their 38th Annual General
Meeting (AGM) held on 26th September, 2022
had already approved the appointment of M/s.
K.R. Aggarwal & Associates, Chartered
Accountants, (Firm Registration No. 030088N)
as statutory auditors of the Company, to hold
office from the conclusion of 38th AGM up to the
conclusion of 43rd AGM to be held in the year
2027. The Auditors Report on the accounts of
the Company for the financial year 2024-25 is
self-explanatory and requires no comments.
No frauds were reported by the auditors under
section 143(12) of the Companies Act, 2013.

ii) Cost Auditor & Cost Audit Report

Pursuant to Section 148 of the Companies Act,
2013 read with Companies (Cost Records &
Audit) Amendment Rules, 2014, the cost audit
records maintained by the Company in respect
of its textiles and sugar segments are required
to be audited. The Company has maintained
accounts and cost records with respect to
Textile and Sugar business as specified by the
Government under Section 148(1) of the
Companies Act, 2013. M/s. R.R. & Co., Cost
Accountants (Firm Registration No. 000323)
has carried out cost audit for applicable
businesses during the year. Your Directors had,
on the recommendation of the Audit

Committee, appointed M/s. R.R. & Co., Cost
Accountants, Ludhiana to audit the cost
accounts of the Company for the financial year
2025-26. As required under the Companies
Act, 2013, the remuneration payable to the cost
auditor is required to be placed before the
Members in a general meeting for their
ratification. Accordingly, a resolution seeking
members'' ratification for the remuneration
payable to M/s. R.R. & Co., Cost Accountants,
is included in the Notice convening the Annual
General Meeting.

iii) Secretarial Audit & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made there
under, the Board of Directors in its meeting held
on 30.05.2025 had appointed M/s. P.S.Bathla &
Associates, Company Secretaries in Practice
(C.P. No. 2585) to undertake the Secretarial
Audit of the Company w.e.f. 1st April, 2025,
subject to the approval of shareholders, for a
period of 5 (five) years. The Secretarial Audit
Report for the financial year 2024-25 is
attached as Annexure-C and forms an integral
part of this Report. There is no secretarial audit
qualification for the year under review.

25. KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the
Companies Act, 2013 Sh. Kamal Oswal, Vice
Chairman-cum-Managing Director, Sh. Bharat
Bhushan Gupta, Chief Financial Officer and Sh.
Mukesh Sood, Company Secretary are the Key
Managerial Personnel of the Company.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197
read with Rule 5(1), 5(2) and 5(3) of Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014 (as amended up to date) in
respect of employees of the Company, forming part
of the Directors'' Report for the year ended 31st
March, 2025 is given in Annexure-D to this Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo stipulated under Section

134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure-E.

28. CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of
good corporate governance. The corporate
governance report along with Auditor''s certificate
regarding compliance of the conditions of corporate
governance as stipulated in SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 confirming compliance is
annexed herewith as Annexure-F and forms part of
this Report.

29. BUSINESS RESPONSIBILITY AND SUSTAIN¬
ABILITY REPORT

As per Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the submission of Business
Responsibility and Sustainability Report is not
applicable to the company.

30. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for
the year under review as stipulated under the
Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
is annexed herewith as Annexure-G and forms part
of this Report.

31. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on 31st March, 2025 the company has three
Wholly Owned Subsidiaries namely (i) JLO
Commercial Ventures Limited (ii) JLO Reality
Private Limited and (iii) AKO Schools Private
Limited. These Wholly Owned subsidiaries do not
have any revenue from operations during the year.
The company does not have any material
subsidiary. The company is having four Associate
Companies. The accounts of the Wholly Owned
Subsidiaries and Associate Companies have been
consolidated in accordance with Section 129(3) of
the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014; Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable
Accounting Standards (Ind AS). The audited
consolidated financial statements are provided in

the Annual Report forming part of this Report /
Annual Report. A statement containing salient
features of financial statements of Subsidiary /
Associate companies in Form AOC-1 is annexed
with the financial statements. The separate audited
financial statements in respect of each of subsidiary
are also available on the website of the company i.e.
www.owmnahar.com.

31. STATEMENT WITH RESPECT TO COMPLIANCE
OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961

The Company has duly complied with the provisions
of the Maternity Benefit Act, 1961 during the year
under review. All eligible female employees have
been extended maternity benefits, including leave
and wages, as per the statutory requirements. The
Company remains committed to upholding
employee welfare and ensuring a safe and inclusive
workplace in accordance with applicable laws.

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

The Company has adopted a policy against sexual
harassment and constituted an Internal Compliant
Committee in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules
framed thereunder. During the Financial Year 2024-

25,the Company has not received any complaints
on the same and hence, no complaint was pending
as at March 31,2025.

Number of complaints of sexual harassment
received in the year NIL

Number of complaints disposed off during the year
NIL

Number of cases pending for more than ninety days
NIL

33. INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to
be very cordial and satisfactory.

34. ACKNOWLEDGEMENT

Your directors would like to express their
appreciation for the assistance and co-operation
received from financial institutions, banks and
shareholders. They also place on record their
appreciation for the cooperation of employees at all
levels.

For and on behalf of the Board of Directors

sd/-

Jawahar Lal Oswal
Place: Ludhiana (DIN: 00463866)

Date: 12th August, 2025 Chairman

---

Mar 31, 2024

Your directors have pleasure in presenting their 40th Annual Report together with the audited financial statements for the financial the year ended 31st March, 2024.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended 31st March, 2024 is summarized below:

('' in Lacs)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
Revenue from operations	147,176.18	177,387.37	147,176.18	177,387.37
Profits/(Loss) Before Depreciation, Finance Cost and Tax	8,790.01	18,825.79	8,790.01	18,825.79
Less: Depreciation	4,582.59	4,833.50	4,582.59	4,833.50
Less: Finance Cost	2,867.44	3,766.12	2,867.44	3,766.12
Profit/(Loss) Before Tax	1,339.98	10,226.17	1,339.98	10,226.17
Less: CSR expenses u/s 135 of Companies Act, 2013	189.57	116.09	189.57	116.09
Add : Share of Profit/(Loss) of Associates	--	--	27.09	(34.12)
Profit/(Loss) Before Tax	1,150.41	10,110.08	1,177.50	10,075.96
Less: Tax Expense (i) Current Tax	295.00	1,860.00	307.10	1,871.30
(ii) Deferred Tax	(106.27)	323.04	(102.76)	312.46
Profit/(Loss) After Tax for the period	961.68	7,927.04	973.16	7,892.20
Other Comprehensive Income Items that will not be reclassified to profit or loss I) Re-measurement gains/(losses) on defined benefit plans	145.18	83.39	145.18	83.39
Income tax effect on the same	(36.54)	(20.99)	(36.54)	(20.99)
ii) Net gain /(loss) on FVOCI equity instruments	1.41	(1.78)	1.41	(1.78)
Income tax effect on the above	--	--	--	--
Total Comprehensive Income for the period	1,071.73	7,987.66	1,083.21	7,952.82

2. PERFORMANCE REVIEW

The Company operates in two Business segments i.e. Textile and Sugar as per Indian Accounting Standard (AS)-108 (Operating Segment).

i) Textile: The textile division accounts for 85.81% (including inter-segment) of the total turnover of the company for the year ended 31st March, 2024. The Business wise performance of this segment is as under:

a. Yarn: The Company has produced 38464 MTs of yarn as against 39245 MTs in the previous year.

b. Fabric: The Company has produced 544.80 lacs meters of fabrics (both grey and processed) as against 504.93 lacs meters in the previous year.

The total turnover of this segment (Yarns and Fabrics) has decreased to Rs. 1262.86 crores

as against Rs. 1562.83 crores in the previous year showing a decrease of 19.19 %.

ii) Sugar: The Company has produced 4,54,200 Qtls. of sugar as against 4,31,230 Qtls. in the previous year at a Recovery rate of 10.23% (previous year 10.00%).

The total turnover of this segment has increased to Rs. 206.62 crores as against Rs. 205.61 crores in the previous year showing an increase of 0.49%.

Overall Performance (Standalone/Consolidated)

We wish to inform you that during the year under review on standalone basis, the company has achieved operational income of Rs. 1471.76 crores as against Rs. 1773.87 crores showing a decrease of 17.03% over the previous year. The company has earned Profit before depreciation, finance cost and tax of Rs. 87.90 crores as against Rs. 188.26 crores

in the previous year. After providing for Depreciation of Rs. 45.83 crores (previous year Rs. 48.33 crores), finance cost of Rs. 28.67 crores (previous year Rs. 37.66 crores) and Tax Expenses of Rs. 1.89 crores (previous year Rs. 21.83 crores) (inclusive of Deferred Tax) the Profit after tax for the year comes to Rs. 9.62 crores as against Profit of Rs. 79.27 crores in the previous year.

We wish to inform you that during the year under review on consolidated basis, the company has achieved operational income of Rs. 1471.76 crores as against Rs. 1773.87 crores showing a decrease of 17.03% over the previous year. The company has earned Profit before depreciation, finance cost and tax of Rs. 87.90 crores as against Rs. 188.26 crores in the previous year. After providing for Depreciation of Rs. 45.83 crores (previous year Rs. 48.33 crores), finance cost of Rs. 28.67 crores (previous year Rs. 37.66 crores), Share of Profit/(Loss) of Associates of Rs. 27.09 lacs (previous year Rs. (34.12) lacs) and Tax Expenses of Rs. 2.04 crores (previous year Rs. 21.84 crores) (inclusive of Deferred Tax) the Profit after tax for the year comes to Rs. 9.73 crores as against Profit of Rs. 78.92 crores in the previous year.

During Financial year 2023-24 an uncertain business environment prevailed in the Textile industry and it continues into the current financial year too. The subdued demand of textile products is a major concern for textile industry and this would affect the performance of the Company.

3. TRANSFER TO RESERVES

Your company has transferred Rs.1071.73 lacs [previous year Rs. 7987.66 lacs] to the General Reserves and thus company''s Reserves (Other Equity) stand increased to Rs. 91744.88 lacs as on 31.03.2024 as against Rs. 90673.15 lacs as on 31.03.2023.

4. CREDIT RATING

During the year, the Rating agency CRISIL Limited vide its letter dated December 04, 2023 has accorded the Long Term Rating of total bank loans facilities ''CRISIL A-/Negative'' and Short Term Rating ''CRISIL A2 ''.

5. DIVIDEND

In order to retain the profits of the company, your directors do not recommend any dividend for the financial year ended on 31st March, 2024. The

requirement of formulating a Dividend Distribution Policy as per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company.

6. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013 and rules framed there under, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid account is required to be transferred to Investor Education and Protection Fund (IEPF) of the Central Government. The Company has already transferred the amount of unclaimed dividend for the year 2015-16 to the IEPF. Members who have not yet en-cashed or claimed the dividends for the year 2016-17 are requested to refer to Note No. 7 of the Notice of AGM for updating the KYC details at the earliest and for claiming the dividend relating to aforesaid year.

In terms of the requirements of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (''the Rules'') the Company is required to transmit the Shares in respect of which the dividend has remained unpaid or unclaimed for a period of seven consecutive years to the IEPF Account. Members are requested to take note of the same and claim their unclaimed dividend immediately to avoid transmission of the underlying shares to IEPF Account. The shares transmitted to the IEPF Account can be claimed back by the concerned members from the IEPF authority after complying with the procedure prescribed under the rules.

7. SHARE CAPITAL

The paid up Share Capital of the Company as at 31st March, 2024 was Rs. 83,20,55,810/-consisting of Equity Share Capital of Rs. 43,20,55,810/- divided into 4,32,05,581 Equity Shares of the face value of Rs. 10/- each and Preference Share Capital of Rs. 40,00,00,000/-divided into 40,00,000 - 5.5% Non-Convertible Non-Cumulative Redeemable Preference Shares of the face value of Rs. 100/- each (Preference Shares). During the year the Company has not issued any shares with differential voting right nor has granted any stock options or sweat equity. As

on 31st March, 2024 none of the Promoters / Directors of the Company hold instruments convertible into equity shares of the Company.

8. DEPOSITS

During the year, the Company has not accepted any deposit from the public. As such there are no outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9. 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 Financial Statements.

10. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

No changes and commitments affecting the financial position of the company have occurred during the year under review as well as the period between the end of financial year till the date of this report.

11. DIRECTORS

Appointment and change in Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association Sh. Dinesh Gogna (DIN: 00498670) and Sh. Navdeep Sharma (DIN: 00454285), Directors of the Company will be retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Accordingly, the requisite resolution(s) are proposed at the ensuing Annual General Meeting for approval.

Declaration by Independent Directors Necessary declaration has been obtained from all Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

Number of Meetings of the Board

During the year four Board Meetings were convened and held on 30.05.2023, 14.08.2023, 10.11.2023 and 10.02.2024. The detail thereof is also given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has devised a policy for performance evaluation of the board, its committees and all the Directors individually as per the criteria laid down by the Nomination & Remuneration Committee of the Company. The manner of evaluation is stated in the Corporate Governance Report forming an integral part of this report.

Independent Directors Meeting

During the financial year 2023-24, the Independent Directors met on 16.12.2023, inter-alia, to discuss:-

(i) The performance of Non-Independent Directors and the Board as a whole;

(ii) The performance of the Chairman of the Company taking into account the views of Executive and Non Executive Directors and

(iii) To 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. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) and (5) of the Companies Act, 2013:-

(i) 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;

(ii) that the directors had 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;

(iii) 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;

(iv) that annual accounts have been prepared on a going concern basis;

(v) 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

(vi) 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.

13. ANNUAL RETURN

The web-link for the Annual Return for the financial year 2023-24 in the Form MGT-7 is placed on the Company''s website at http://www.owmnahar.com/ nahar_ie/pdf/annual-return-2023-24.pdf

14. RELATED PARTY TRANSACTIONS

During the financial year under review, all transactions entered into with related parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are in the ordinary course of business and at arm''s length basis. The company has not entered into any contract or arrangement with related parties / Group companies other than arm''s length price. The details of Related Party Transactions are placed before the Audit Committee for its review and approval on quarterly basis. These transactions were entered into as per the Company''s policy on Related Party Transactions and are approved by the Audit Committee, Board and shareholders. The company''s policy on Related Party Transactions is available at the web link: www.owmnahar.com/ nahar_ie/pdf/RPT_Policy.pdf. The details of Related Parties transactions are given in Note No. 38 of the Notes to Financial Statements. Pursuant to the provisions of section 134(3) Form AOC-2 is annexed herewith as Annexure-A.

15. 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015. Presently, the Audit Committee of the Company

consists of Sh. Dinesh Gogna, Dr. Manisha Gupta, as Members and Dr. Roshan Lal Behl is the Chairman of the Audit Committee. The detailed information regarding Audit Committee and its terms of reference is given in Corporate Governance Report forming an integral part of the Directors Report.

16. NOMINATION & REMUNERATION COMMITTEE

The Company has constituted a Nomination & Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Presently, the Nomination & Remuneration Committee consists of Dr. Suresh Kumar Singla and Dr. Roshan Lal Behl as Members and Dr. Yash Paul Sachdeva is the Chairman of the Nomination & Remuneration Committee. The detailed information regarding Nomination & Remuneration Committee and its terms of reference is given in Corporate Governance Report forming an integral part of the Directors Report.

17. RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect the ability of the company to achieve its objectives. Evaluation of business risk and managing the risk has always been an ongoing process in your company. The Audit Committee has also been delegated the responsibility for assessment, mitigation, monitoring and review of all elements of risks which the Company may be exposed to. The Board also reviews the risk management and minimization procedures.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board adopted a Vigil Mechanism/ Whistle Blower Policy as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 177 of the Companies Act, 2013 to report genuine concerns or grievances about unethical behavior of employees, actual or suspected fraud or violation of the Company''s Code of Conduct. The Company''s Vigil mechanism/Whistle Blower Policy is available at the Company''s website i.e. www.owmnahar.com.

19. INDIAN ACCOUNTING STANDARD (IND AS) AND INTERNAL FINANCIAL CONTROL

The Indian Accounting Standard (Ind AS) became applicable on the Company w.e.f. 1st April, 2016. Accordingly, the Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company is having adequate internal financial control systems and procedures which commensurate with the size of the Company. The Company is having Internal Audit Department which ensures optimal utilization and protection of Company''s resources. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control systems in the company, its compliance with operating systems, accounting procedures and also ensures that the internal control systems are properly followed by all concerned departments of the company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

20. COMPLIANCE WITH SECRETARIAL STANDARDS During the year, the Company has complied with the applicable Secretarial Standards as prescribed under section 118 of the Companies Act, 2013.

21. 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.

Other Information(s)

A. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

• As on the date of this report no case is pending against the company under section 9 of Insolvency and Bankruptcy code, 2016.

• During the year Hon''ble National Company Law Tribunal Chandigarh Bench, Chandigarh (NCLT, Chandigarh) vide order dated October 30, 2023 dismissed as withdrawn the application CP(IB) No. 167/Chd /Pb./2023 filed by Picadily Sugar, the operational creditor under section 9 of Insolvency and Bankruptcy code, 2016.

• During the current financial Hon''ble NCLT, Chandigarh vide order dated June 6,2024 disposed of application CP(IB) No. 229/Chd /Pb./2020 filed by Mr. Vipin Garg, Proprietor, MNP Cotex, the operational creditor under section 9 of Insolvency and Bankruptcy code, 2016 .

B. 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 THEREOF

• Not applicable. During the financial year 2023-24 there is no instance that the Company has made any one time settlement with Banks or Financial Institutions.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee of the board in accordance with section 135 of the Companies Act, 2013. The Company has adopted a CSR Policy and undertaking CSR programmes/ projects along with group companies under one umbrella through Oswal Foundation (OSF) which is a registered society formed in 2006 having its charitable objects in various fields and registered with MCA vide registration No. CSR00000145. The CSR policy of the company has been placed on the Company''s website at web-link www.owmnahar.com/ nahar_ie/pdf/CSR_Policy_NIEL.pdf. The report on CSR activities as required under the Companies (Corporate Social Responsibility) Rules, 2014 including brief outline of the Company''s CSR policy is annexed herewith marked as Annexure-B. During the year, two meetings of CSR committee were held on 14.08.2023 and 30.03.2024 and all the members were present in the meeting.

Pursuant to the provisions of Section 135 of the Companies Act, 2013, for the financial year 2023-24 there is a CSR liability of Rs. 1,88,52,447/- on the Company for spending CSR expenses. The company has made compliance of the applicable provisions of the CSR obligation for the year.

23. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy for appointment and remuneration of

Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for determining qualifications, positive attributes, independence of directors and other matters provided under section 178 of the Companies Act, 2013. The Nomination and Remuneration policy of the company is elaborated in the Corporate Governance Report forming an integral part of this report.

24. AUDITORS

i) Statutory Audit & Auditor''s Report

The shareholders at their 38th Annual General Meeting (AGM) held on 26th September, 2022 had already approved the appointment of M/s. K.R. Aggarwal & Associates, Chartered Accountants, (Firm Registration No. 030088N) as statutory auditors of the Company, to hold office from the conclusion of 38th AGM up to the conclusion of 43rd AGM to be held in the year 2027. The Auditors Report on the accounts of the Company for the financial year 2023-24 is self-explanatory and requires no comments. No frauds were reported by the auditors under section 143 (12) of the Companies Act, 2013.

ii) Cost Auditor & Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records & Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its textiles and sugar segments are required to be audited. The Company has maintained accounts and cost records with respect to Textile and Sugar business as specified by the Government under Section 148(1) of the Companies Act, 2013. M/s. R.R. & Co., Cost Accountants (Firm Registration No. 000323) has carried out cost audit for applicable businesses during the year. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. R.R. & Co., Cost Accountants, Ludhiana to audit the cost accounts of the Company for the financial year 2024-25. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s. R.R. & Co., Cost Accountants,

is included in the Notice convening the Annual General Meeting.

iii) Secretarial Audit & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed M/s. P.S.Bathla & Associates, a firm of Company Secretaries in Practice (C.P. No. 2585) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as Annexure-C and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

25. KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013 Sh. Kamal Oswal, Vice Chairman-cum-Managing Director, Sh. Bharat Bhushan Gupta, Chief Financial Officer and Sh. Mukesh Sood, Company Secretary are the Key Managerial Personnel of the Company.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (as amended up to date) in respect of employees of the Company, forming part of the Directors'' Report for the year ended 31st March, 2024 is given in Annexure-D to this Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-E.

28. CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with Auditor''s certificate regarding compliance of the conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming compliance is annexed herewith as Annexure-F and forms part of this Report.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the submission of Business Responsibility and Sustainability Report is not applicable to the company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under the Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure-G and forms part of this Report.

31. ASSOCIATE / CONSOLIDATED FINANCIAL STATEMENT

As on 31st March, 2024 the company had four Associate Companies i.e. Atam Vallabh Financiers Limited, Vardhman Investment Limited, J L Growth Fund Limited and OWM Renew LLP, the accounts of which have been consolidated in accordance with the applicable Accounting Standards (Ind AS) and pursuant to Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The audited consolidated financial statements are provided in the Annual Report. A statement containing salient features of financial statements of associate companies in Form AOC-1 is annexed with the financial statements. The financials of the associate companies is given below:-

i) Atam Vallabh Financiers Limited (AVFL)

The company holds 36.85% equity shares of AVFL. During the year, the revenue from operations of the company was Rs. 19.08 lacs as compared to Rs. 18.07 lacs in the previous year. The company has earned a net profit of Rs. 13.93 lacs as against a net profit of Rs. 13.15 lacs in the previous year.

ii) Vardhman Investment Limited (VIL)

The company holds 47.17% equity shares of VIL. During the year, the revenue from operations of the company was Rs. 20.20 lacs as compared to Rs. 18.76 lacs in the previous year. The company has earned a net profit of Rs. 14.64 lacs as against a net profit of Rs. 13.59 lacs in the previous year.

iii) J L Growth Fund Limited (JLGF)

The company holds 41.10% equity shares of JLGF. During the year, the revenue from operations of the company was Rs. 78.16 lacs as compared to Rs. 73.02 lacs in the previous year. The company has earned a net profit of Rs. 58.10 lacs as against a net profit of Rs. 54.17 lacs in the previous year.

iv) OWM Renew LLP

The company had made a contribution of 26% in OWM Renew LLP. During the year, the revenue from operations was Rs. 723.39 lacs as compared to Rs. 477.58 lacs in the previous year and a net loss of Rs. 80.51 lacs as against loss of Rs. 303.57 in the previous year.

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

The company is committed to create and maintain an atmosphere in which employees can work together, without any fear of exploitation. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2023-24 the company has not received any complaint on sexual harassment and hence no complaint remains pending as on 31st March, 2024.

33. INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

34. ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the cooperation of employees at all levels.

For and on behalf of the Board of Directors

Jawahar Lal Oswal (DIN:00463866) Chairman

Place: Ludhiana Date: 14th August, 2024

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Mar 31, 2018

Dear Members,

The directors have pleasure in presenting their 34^th Annual Report together with the audited financial statements for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31st March, 2018 is summarized below:

(Rs. in Lacs)

Particulars	Current Year	Previous Year
Revenue from operations	176,274.88	173,166.89
Profits Before Depreciation, Finance Cost and Tax	15,430.85	21,511.73
Less: Depreciation	6,576.90	6,918.70
Less: Finance Cost	7,073.14	5,982.38
Profits Before Tax	1,780.81	8,610.65
Less Tax Expense:
Current Year Tax	413.00	1973.00
Mat Credit Entitlement	(413.00)	--
Deferred Tax	58.67	(375.83)
Profit for the period	1,722.14	7,013.48
Other Comprehensive Income
Items that will not be reclassified to profit or loss
i) Re-measurement gains (losses) on defined benefit plans	238.59	(55.87)
ii) Net gain/(loss) on FVOCI equity instruments	(949.71)	1,988.37
Deferred Tax effect on the above	195.08	--
Total Comprehensive Income for the period	1,206.10	8,945.98

2. PERFORMANCE REVIEW

The Company operates in two Business segments i.e. Textile and Sugar as per Indian Accounting Standard (AS)-108 (Operating Segment).

i) Textile: The textile division accounts for 87% (including inter-segment) of the total turnover of the company for the year ended 31st March, 2018. The Business wise performance of this segment is as under:

a. Yarn: The Company has produced 64,350 MTs of yarn as against 68,236 MTs in the previous year.

b. Fabric: The Company has produced 705.29 lacs meters of fabrics (both grey and processed) as against 747.20 lacs meters in the previous year.

The total turnover of this segment (Yarns and Fabrics) has decreased to Rs.1540.37 crores as against Rs.1551.26 crores in the previous year showing a marginal decrease of 0.71%.

ii) Sugar: The Company has produced 5,63,310 Qtls. of sugar as against 4,68,115 Qtls. in the previous year at a Recovery rate of 10.70% (previous year 10.80%). The total turnover of this segment is Rs.224.00 crores as against Rs.176.29 crores in the previous year showing an increase of 27 %.

Overall Performance

The Year under review was tough for the textile industry. Inspite of the challenges, the company has achieved operational income of Rs.1762.74 crores as against Rs.1731.67 crores showing a marginal increase of 1.79 % over the previous year. The company has earned Profit before finance cost, depreciation and tax of Rs. 154.31 crores as against Rs. 215.12 crores in the previous year. After providing for finance cost of Rs.70.73 crores (previous year Rs. 59.82 crores), Depreciation of Rs.65.77 crores (previous year Rs. 69.19 crores) and Tax Expenses of Rs. 0.59 crores (previous year Rs. 15.97 crores) (inclusive of Deferred Tax) the Profit for the year comes to '' 17.22 crores as against Rs. 70.13 crores in the previous year.

The performance of the Company was affected because of increase in price of raw cotton and the challenges of the after effects of demonetization and mid year roll out of the Goods and Service Tax (GST) faced by the textile industry. Under the circumstances, your Company has performed reasonably well.

3. TRANSFER TO RESERVES

Your company has transferred Rs.6.53 crores (previous year Rs.84.12 crores) to the General Reserves out of profits available for appropriation.

4. CREDIT RATING

The Rating Committee of ICRA has reaffirmed the long-term rating for the Company’s Line of Credit (LOC) at [ICRA] A (pronounced ICRA A). The Outlook on the long-term rating is ‘Stable’. The Rating Committee of ICRA has also reaffirmed the short-term rating for the Company’s LOC at [ICRA] A1 (pronounced ICRA A one). The Rating Committee of ICRA has assigned the rating of [ICRA]A1 (pronounced ICRA A one) to the proposed Rs.50 Crore Commercial Paper (CP) Programme of the Company.

5. DIVIDEND

In order to conserve resources for the future, your directors express their inability to recommend dividend for the financial year ended on 31st March, 2018.

6. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 and rules framed thereunder, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid account is required to be transferred to Investor Education and Protection Fund (IEPF) of the Central Government. Accordingly, the Company has transferred Rs.17,52.927/- being the amount of unclaimed dividend for the year 2009-10 to the IEPF. Members who have not yet en-cashed or claimed the dividends, that are yet to be transferred to the IEPF, are requested to contact the Company at the earliest.

In terms of the requirements of Section 124 (6) of the Companies Act, 2013 read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (''the Rules'') the Company is required to transmit the Shares in respect of which the dividend has remained unpaid or unclaimed for a period of seven consecutive years to the IEFP Account. Members are requested to take note of the same and claim their unclaimed dividend immediately to avoid transmission of the underlying shares to IEPF Account. The shares transmitted to the IEPF Account can be claimed back by the concerned members from the IEPF authority after complying with the procedure prescribed under the rules. During the Financial year 2017-18, the Company has transmitted 11,60,874 Shares to IEPF Account. The list of members whose shares have been transmitted to IEPF Authority is displayed on the web site of the company at web-link www.owmnahar.com/nahar_ie/ transfer-of-equity-shares.php.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 is Rs.39,83,51,410/- divided into 3,98,35,141 Equity Shares of the face value of Rs.10/- each. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2018 none of the Promoters / Directors of the Company hold instruments convertible into equity shares of the Company. During the year 2017-18 there is no change i n the Share Capital of the Company.

8. DEPOSITS

During the year, the Company has not accepted any deposit from the public. As such there are no outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9. 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 Financial Statements.

10. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

No changes and commitments affecting the financial position of the company have occurred during the year under review as well as the period between the end of financial year till the date of this report.

11. DIRECTORS

Appointment and Change in Director

- In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association Sh. Dinesh Gogna (DIN: 00498670) and Sh. Navdeep Sharma (DIN: 00454285), Directors of the Company will be retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Accordingly, the requisite resolution(s) are proposed at the ensuing Annual General Meeting for approval.

- The term of appointment of Dr. Vijay Asdhir (DIN: 06671174) comes to an end at this Annual General Meeting. Pursuant to Section 149 (10) of the Companies Act, 2013 the Company is re-appointing Dr. Vijay Asdhir as Independent Director, not liable to retire by rotation, for a further period of three consecutive years i.e. up to the conclusion of 37th Annual General Meeting to be held in the year 2021.

Declaration by Independent Directors

Necessary declaration has been obtained from all Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.

Number of Meetings of the Board

During the year four Board Meetings were convened and held on 30.5.2017, 14.8.2017, 14.11.2017 and 14.2.2018. The detail thereof is also given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has devised a policy for performance evaluation of the board, its committees and all the Directors individually as per the criteria laid down by the Nomination & Remuneration Committee of the Company. The manner of evaluation is stated in the Corporate Governance Report forming an integral part of this report.

Independent Directors Meeting

During the financial year 2017-18, the Independent Directors met on 12th December, 2017, inter-alia, to discuss:-

(i) The performance of Non-Independent Directors and the Board as a whole;

(ii) The performance of the Chairman of the Company taking into account the views of Executive and Non Executive Directors and

(iii) To 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. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)© and (5) of the Companies Act, 2013:-

i) that in the preparation of the Annual Accounts for the year ended on 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the directors had 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, 2018 and of the profit of the Company for the year ended on that date;

iii) 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.

iv) that annual accounts have been prepared on a going concern basis.

v) 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

vi) 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.

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure-A and forms an integral part of this Report.

14. RELATED PARTY TRANSACTIONS

During the financial year under review, all transactions entered into with Related parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and are at arm''s length basis. The company has not entered into any contract or arrangement with Related parties / Group companies other than in ordinary course of business. The details of Related Party Transactions are placed before the Audit Committee for its review and approval on quarterly basis. These transactions were entered into as per the Company''s policy on Related Party Transactions and are approved by the Audit Committee, Board and also by Shareholders. The company''s policy on Related Party Transactions is available at the web-link: www.owmnahar.com/ nahar_ie/pdf/RPT_ Policy.pdf. The details of Related Parties transactions are given in Note No. 38 of the Notes to Financial Statements. Pursuant to the provisions of section 134(3) Form AOC-2 is annexed herewith in Annexure-B.

15. 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015. Presently, the Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) Harbhajan Kaur Bal as Members and Dr. Vijay Asdhir is the Chairman of the Audit Committee. The detailed information regarding Audit Committee and its terms of reference is given in Corporate Governance Report forming an integral part of the Directors Report.

16. RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect the ability of the company to achieve its objectives. Evaluation of business risk and managing the risk has always been an ongoing process in your company. The Audit Committee has also been delegated the responsibility for assessment, mitigation, monitoring and review of all elements of risks which the Company may be exposed to. The Board also reviews the risk management and minimization procedures.

17. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board adopted a Vigil Mechanism/ Whistle Blower Policy as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 177 of the Companies Act, 2013 to report genuine concerns or grievances about unethical behavior of employees, actual or suspected fraud or violation of the Company''s Code of Conduct. The Company''s Vigil mechanism/ Whistle Blower Policy are available at the Company''s website i.e. www.owmnahar.com.

18. INDIAN ACCOUNTING STANDARD (IND AS) AND INTERNAL FINANCIAL CONTROL

The Indian Accounting Standard (Ind AS) became applicable on the Company w.e.f. 01^st April, 2016. Accordingly, the Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company is having adequate internal financial control systems and procedures which commensurate with the size of the Company. The Company is having Internal Audit Department which ensures optimal utilization and protection of Company''s resources. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control systems in the company, its compliance with operating systems, accounting procedures and also ensures that the internal control systems are properly followed by all concerned departments of the company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The company has engaged an independent agency to access the adequacy of the existing internal financial controls and suggest means for further strengthening the same.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year, the Company has complied with the applicable Secretarial Standards as prescribed under section 118 of the Companies Act, 2013.

20. 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.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has constituted a Corporate Social Responsibility (CSR) Committee of the board in accordance with section 135 of the Companies Act, 2013. The Company has adopted a CSR Policy and undertaking CSR programmes/ projects along with group companies under one umbrella through Oswal Foundation (OSF) which is a registered society formed in 2006 having its charitable objects in various fields.

During the year under review, based on the discussion with the Oswal Foundation, the Company had identified a project for setting up of Eye Care Centre in a Charitable Hospital. The Company could not spend an amount of Rs. 68.52 Lacs towards its CSR obligation because of the deferment of the Eye Care project by the charitable medical institution. The Company also made efforts to identify projects in other areas. However, it was not able to identify meaningful projects, finalize implementation agencies and the target beneficiaries which would have created a visible impact on the society.

Due to the aforementioned reasons, the Company was not able to spend its CSR amount till 31st March 2018. The Company remains committed towards the noble cause of social development and has accordingly, decided to carry forward the unspent amount of Rs.68.52 Lacs to the next year. Oswal Foundation has already begun helping to run the charitable hospital for the purposes of diagnosis & treatment besides other charitable activities under CSR already approved. In July, 2018, the Company has issued a cheque amounting to Rs.123.43 Lacs which includes the amount of Rs.54.91 Lacs of CSR liability for the Financial Year 2016-17 in favour of Oswal Foundation for the purposes of CSR including promotion of charitable hospital being run by Mohan Dai Oswal Cancer Treatment & Research Foundation.

The CSR policy of the company has been placed on the Company''s website at web-link http://www.owmnahar. com/nahar_ie/pdf/CSR_Policy_ NIEL.pdf. The report on CSR activities as required under the Companies (Corporate Social Responsibility) Rules, 2014 including brief outline of the Company''s CSR policy is annexed herewith marked as Annexure-C.

22. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for determining qualifications, positive attributes, independence of directors and other matter provided under section 178 of the Companies Act, 2013. The Nomination and Remuneration policy of the company is elaborated in the Corporate Governance Report forming an integral part of this report.

23. AUDITORS

i) Statutory Audit & Auditor''s Report

The shareholders at their 33^rd Annual General Meeting (AGM) held on 26^th September, 2017 had approved the appointment of M/s. K.R.Aggarwal & Associates, Chartered Accountants, (Firm Registration No. 030088N) as statutory auditors of the Company, to hold office from the conclusion of 33^rd AGM up to the conclusion of 38^th AGM to be held in the year 2022.

ii) Cost Auditor & Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records & Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its textiles and sugar segments are required to be audited. The Company has maintained accounts and cost records with respect to Textile and Sugar business as specified by the Government under Section 148(1) of the Companies Act, 2013.Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi to audit the cost accounts of the Company for the financial year 2017-18. The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs on 29.12.2017. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s. Ramanath Iyer & Co., Cost Accountants, is included in the Notice convening the Annual General Meeting.

iii) Secretarial Audit & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed M/s. P.S.Bathla & Associates, a firm of Company Secretaries in Practice (C.P. No. 2585) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as Annexure-D and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

24. KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013 Sh. Kamal Oswal, Vice Chairman-cum-Managing Director; Sh. Bharat Bhushan Gupta, Chief Financial Officer and Sh. Mukesh Sood, Company Secretary are the Key Managerial Personnel of the Company.

25. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (as amended up to date) in respect of employees of the Company, forming part of the Directors'' Report for the year ended 31st March, 2018 is given in Annexure-E to this Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-F.

27. CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with Auditor''s certificate regarding compliance of the conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming compliance is attached herewith as Annexure-G and forms part of this Report.

28. ASSOCIATE/CONSOLIDATED FINANCIAL STATEMENT

As on 31st March, 2018 the company had four Associate Companies i.e. Cotton County Retail Limited, J L Growth Fund Limited, Vardhman Investment Limited and Atam Vallabh Financiers Limited, the accounts of which have been consolidated in accordance with the applicable Accounting Standards (Ind AS) and pursuant to Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The audited consolidated financial statements are provided in the Annual Report. A statement containing salient features of financial statements of associate companies in Form AOC-1 is annexed with the financial statements. The financials of the associate companies is given below:-

i) Cotton County Retail Limited (CCRL)

The company holds 49.99% equity shares of CCRL. During the year, revenue from operations of company was Rs.4,409.16 lacs as compared to Rs.3680.68 lacs in the previous year. The company has incurred a net loss of Rs.2.82 lacs as against Rs.429.40 lacs in the previous year.

ii) Atam Vallabh Financiers Limited (AVFL)

The company holds 36.85% equity shares of AVFL. During the year, the revenue from operations of the company was Rs.56.45 lacs as compared to Rs.53.92 lacs in the previous year. The company has earned a net profit of Rs.46.29 lacs as against Rs.45.64 lacs in the previous year.

iii) Vardhman Investment Limited (VIL)

The company holds 47.17% equity shares of VIL. During the year, the revenue from operations of the company was Rs.60.58 lacs as compared to Rs.57.77 lacs in the previous year. The company has earned a net profit of Rs.50.40 lacs as against Rs.49.58 lacs in the previous year.

iv) J L Growth Fund Limited (JLGF)

The company holds 41.10% equity shares of JLGF. During the year, the revenue from operations of the company was Rs.86.13 lacs as compared to Rs.74.87 lacs in the previous year. The company has earned a net profit of Rs.79.45 lacs as against Rs.93.89 lacs in the previous year.

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

The company is committed to create and maintain an atmosphere in which employees can work together, without any fear of exploitation. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2017-18 the company has not received any complaint on sexual harassment and hence no complaint remains pending as on 31st March, 2018.

30. INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

31. ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the cooperation of employees at all levels.

For and on behalf of the Board of Directors

Place: Ludhiana Jawahar Lal Oswal

Date: 14th August, 2018 (DIN: 00463866)

Chairman

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 31st Annual Report together with the audited financial statements for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended 31st March, 2015 is summarised below: (Rs. in Lacs)

Particulars Current Year Previous Year

Profits Before Depreciation, Finance Cost and Tax 20,488.29 33,125.58

Less: Depreciation (13,524.06) (12,030.85)

Less: Finance Cost (10,487.93) (10,587.28)

Profits/ (Loss) Before Tax (3,523.70) 10,507.45

Less: Tax Expense:

i. Current Tax 77.06 2,220.70

ii. Deferred Tax (800.08) 1,362.00

Profit / (Loss) for the year (2,800.68) 6,924.75

Surplus/(deficit) in the Statement of Profit and Loss

Balance as per last Balance Sheet - -

Add: Profit/ (Loss) for the year (2,800.68) 6,924.75

Add : Transfer from Contingent Liability Reserve 799.02 -

Less: Depreciation pursuant to enactment of schedule II of the Companies Act, 2013 (Refer to Note No.-35) 3,348.44 -

Less : Proposed Dividend on Equity shares - 398.35

Less : Corporate Dividend Tax - 70.78

Balance Transferred to General Reserve (5,350.10) 6,455.62

2. PERFORMANCE REVIEW

In view of the Accounting Standard (AS) - 17 (Segment Reporting). The Company operates in two main segments i.e. Textile and Sugar.

i Textile : The textile division accounts for 93.30% of the total turnover of the company for the year ended 31st March, 2015. The Business wise performance of this segment is asunder:

a. Yarn: The Company has produced 69,890 MTs of yarn as against 70,595 MTs in the previous year.

b. Fabric: The Company has produced 702.33 Lacs meters of fabrics (both grey and processed) as against 728.78 Lacs meters in the previous year.

The total turnover of this segment (Yarns and Fabrics) has decreased to Rs. 1,666.85 crores as against Rs.1,704.42 crores in the previous year.

ii. Sugar: The Company has produced 393,430 Qtls. of sugar as against 412,720 Qtls. in the previous year. The total turnover of this segment is Rs. 119.58 crores as against Rs. 121.66 crores in the previous year.

Overall Performance

During the year the company has achieved operational income of Rs. 1,807.40 crores as against Rs. 1,854.57 crores. The company has earned Profit before finance cost, Depreciation and tax of Rs. 204.88 crores as against Rs.331.26 crores in the previous year. After providing for Finance Cost of Rs.104.88 crores (previous year Rs. 105.87 crores), Depreciation of Rs. 135.24 crores (previous year Rs. 120.31 crores) and Tax Expenses of Rs. (7.23) crores (previous year Rs. 35.83 crores) (inclusive of Deferred Tax) the Profit/(Loss) for the year comes to Rs. (28.01) crores as against Rs. 69.25 crores in the previous year.

2014-15 was the challenging year for the Indian Textile industry. There was sluggish demand of the textile products both in the domestic as well as export market dueto steep decline in export of cotton yarn to China which hascreated excess supply in the domestic market and the pressure of finished goods was mounted at mills level, pushed the Companies to sell its products at lower prices which in turn affected the Company's financial performance.

The Sugar Unit of the Company had suffered a Cash Loss of Rs. 2,290 Lacs during the year under review in comparison to the Cash Profit of Rs. 402 Lacs earned during the previous year due to higher MSP of the Sugar Cane (basic Raw material) fixed by the Govt. Our company could not even recover its raw material cost in the realized value of the sugar.

Consequent to the enactment of the Companies Act, 2013 and its applicability for accounting periods commencing from 1st April, 2014, the Company has recalculated the remaining useful life of fixed assets in accordance with the provisions of Schedule-II of the Act. The depreciation and amortization expenses charged for the year ended 31st March, 2015 would have been lowered by Rs. 1,966.66 Lacs had the company continued with the previously prescribed depreciation rates as per Schedule XIV of the Companies Act, 1956.

3. STATUS OF DISTILLERY PROJECT

The Company is setting up a distillery unit with a capacity of 200 KLPD and 5 MW co-generation power plant at Village Salana Jeon Singh Wala , Tehsil Amloh , District Fatehgarh Sahib in the State of Punjab. After obtaining all necessary approvals for setting up the unit, orders for purchase of plant and machinery was placed and civil construction has also started. Unfortunately, farmers of the nearby area have filed an appeal in the National Green Tribunal (NGT), Delhi challenging Environmental Clearance and the central ground water approval regarding extraction of water through bore- wells. The Tribunal heard the arguments from both the sides and the order was reserved on 19.3.2015 and the same is pending till date. In the meantime Company has incurred Rs. 16.61 crore as capital expenditure in the project.

4. CREDIT RATING

The rating committee of ICRA Limited has given long term rating as [ICRA] A- (pronounced ICRA A minus). The outlook on the long term rating is stable. The rating committee of ICRA has also given short term rating as [ICRA] A2 (pronounced ICRA A two plus).

5. DIVIDEND

Your directors express their inability to recommend dividend for the Financial Year ended on 31st March, 2015 due to loss suffered by the Company.

6. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 39,83,51,410/- divided into 3,98,35,141 Equity Shares of the face value of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2015 none of the Promoters / Directors of the Company hold instruments convertible into equity shares of the Company.

7. DEPOSITS

During the year, the Company has not accepted any deposits from the public. As such, there are no outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. 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 Financial Statements.

9. DIRECTORS

Appointment and Change in Directors

- In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association Sh. Jawahar Lal Oswal (DIN: 00463866) and Sh. Dinesh Oswal (DIN: 00607290), Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

- During the year under review, Sh. Kanwar Sain Maini (DIN: 00454686), an Independent Director of the Company, who was associated with the Company since 30.6.2001 had resigned w.e.f 14.2.2015 from the directorship of the Company. The Board has placed on record its appreciation for the services rendered by him during his tenure as a Director.

- During the year under review, the Company has appointed Dr. Vijay Asdhir (DIN: 06671174) as Additional Director, in the category of an Independent Director, in its Board Meeting held on 14.2.2015 to hold such office up to the date of forthcoming Annual General Meeting of the Company. In the ensuing Annual General Meeting, the Company is appointing Dr. Vijay Asdhir as an Independent Director, not liable to retire by rotation, to hold the office for three consecutive years for a term upto the conclusion of 34th Annual General Meeting to be held in calendar year 2018.

- During the current financial year, Sh. Narayan Dass Jain (DIN: 00493334), a Non-Executive Director of the Company, who was associated with the Company since 30.4.1999 had resigned from the directorship of the Company w.e.f. 11.08.2015. The Board has placed on record its appreciation for the services rendered by him during his tenure as a Director.

- During the current financial year, the Company had appointed Sh. Navdeep Sharma (DIN: 00454285) as Additional Director, in the category of Non-Executive Director in its Board Meeting held on 12.8.2015 to hold such office up to the date of forthcoming Annual General Meeting of the Company. In the ensuing Annual General Meeting, the Company is appointing Sh. Navdeep Sharma as a Non-Executive Director, who shall be liable to retire by rotation as per the provisions of the Companies Act, 2013.

Declaration by Independent Directors

Necessary declaration has been obtained from all Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.

Number of Meetings of the Board

During the year four Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

Appointment and Remuneration Policy

The Board has on recommendation of the Nomination and Remuneration Committee framed a policy for appointment of Directors, Senior Management and their remuneration. The salient features of this policy has been stated in the Corporate Governance Report forming an integral part of the director's report.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has devised a policy for performance evaluation of Independent Directors and the Board. This policy on board evaluation is stated in Corporate Governance Report forming an integral part of the director's report.

Independent Director's Meeting

During the financial year 2014-15, the independent directors met on 30.03.2015 inter-alia to discuss:

(i) the performance of non-independent directors and the Board as a whole;

(ii) the performance of the chairman of the Company, taking into account views of executive and non- executive directors and

(iii) to access 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.

All the independent directors were present at the meeting except Dr. Amrik Singh Sohi.

10. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Companies Act, 2013:- a) that in the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the directors had 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, 2015 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.

11. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure-A and forms an integral part of this Report.

12. RELATED PARTY TRANSACTIONS

The Company has not entered into any contract or arrangement with Related Parties/ group companies other than in ordinary course of business. During the financial year under review, all transactions entered into with Related Parties as defined under the Companies Act, 2013 and clause 49 of the Listing Agreement were in the ordinary course of business and are at arm's length basis. These transactions were entered into as per the Company's Policy on Related Party Transactions and are approved by the Audit Committee, Board and also by Shareholders. The company's policy on Related Party Transactions is available at the weblink: www.owmnahar.com/nahar_ie/pdf/RPT_Policy.pdf The details of Related Parties Transactions are given in note no 38 of the Notes to Financial Statements. Pursuant to the provisions of section 134(3) Form AOC-2 is annexed herewith in Annexure-B.

13. 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 clause 49 of the Listing Agreement. Presently, the Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) Harbhajan Kaur Bal as Members and Dr. Vijay Asdhir is the Chairman of the Audit Committee. The detailed information regarding Audit Committee and its terms of reference is given in Corporate Governance Report forming an integral part of the director's report.

14. RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect the ability of company to achieve its objectives. The Audit Committee has also been delegated the responsibility for assessment, mitigation, monitoring and review of all elements of risks which the Company may be exposed to. The Board also reviews the risk management and minimization procedures.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board adopted a Vigil Mechanism/ Whistle Blower Policy as per clause 49 of the Listing Agreement and section 177 of the Companies Act, 2013 to report genuine concerns or grievances about unethical behavior of employees, actual or suspected fraud or violation of the Company's Code of Conduct. The Company's Vigil mechanism/ Whistle Blower Policy is available at the Company's website i.e. www.owmnahar.com.

16. 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 audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

17. 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.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has constituted a Corporate Social Responsibility (CSR) Committee of the board with Mr. Kamal Oswal as its Chairman and Mr. Dinesh Gogna & Mr. Yash Paul Sachdeva as its members. The Corporate Social Responsibility Committee (CSR) has formulated and recommended to the board Corporate Social Responsibility Policy (CSR Policy) mentioning the activities to be undertaken by the Company which has been approved by the board. The CSR policy may be accessed on the Company's website i.e. www.owmnahar.com. The Annual Report on CSR activities is annexed herewith marked as Annexure-C. During financial year 2014-15 no expenditure was incurred because the board was in the process of identifying specific projects/ programs for undertaking CSR activities. The company was undertaking surveys for identifying the projects in thematic areas. The company, therefore, decided to undertake its CSR activities in collaboration with our Group companies, under one umbrella, i.e. through Oswal Foundation, which is a Registered Society formed in 2006 having its charitable objects in various fields. Our Company has already started contributing the sum for the expenditure to be incurred by the said Oswal Foundation on CSR activities. Till date the Oswal Foundation has incurred the expenditure on a project to save water pollution on Sidhwan Canal, near PAU, Ludhiana. The said Society has also adopted two govt. Schools situated at Giaspura & Dhandari Khurd, Distt. Ludhiana for promoting education. The said projects will be undertaken in the current financial year. The Foundation has already obtained permission from the Education Department in this regard.

19. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report forming an integral part of this report.

20. AUDITORS

i. STATUTORY AUDIT & AUDITOR'S REPORT

M/s Raj Gupta & Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The auditor's report on the accounts of the Company is self-explanatory and requires no comments.

ii. COST AUDITOR & COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its textiles and sugar segments are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi to audit the cost accounts of the Company for the financial year 2015-16. The cost audit report for the financial year 2013-14 was filed with the Ministry of Corporate Affairs on 22nd September, 2014.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s. Ramanath Iyer & Co.,Cost Accountants is included in the Notice convening the Annual General Meeting.

iii. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. P.S.Bathla & Associates, a firm of Company Secretaries in Practice (C.P. No. 2585) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as Annexure-D and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

21. KEY MANAGERIAL PERSONNEL

During the period under review, the following persons were included/appointed in the list of Key Managerial Personnel:

Sr. Name Designation No.

1. Sh. Kamal Oswal Managing Director

2. Sh. Bharat Bhushan Gupta Chief Financial Officer

3. Sh. Mukesh Sood Company Secretary

22. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forming part of the Directors' Report for the year ended 31st March, 2015 is given in the Annexure-E of this Report. None of the employees of the Company is covered under section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-F.

24. CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor's certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges confirming compliance is attached herewith as Annexure-G and forms part of this Report.

25. ASSOCIATE COMPANIES

Pursuant to section 129(3) of the Companies Act, 2013 a statement containing salient features of financial statements of Associate Companies in Form AOC-1 is annexed with financial Statements.

26. INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

27. ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place: Ludhiana Jawahar Lal Oswal

Date: 12.08.2015 Chairman

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their 30th Annual Report together with audited accounts for the financial year ended 31st March, 2014 and Auditors'' Report thereon.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31st March, 2014 is summarised below:

(Rs. in Lacs)

Particulars Current Year Previous Year

Profit before Tax 10,507.45 6,199.48

Less Tax Expense:

i) Current Tax 2,220.70 751.50

ii) Deferred Tax 1,362.00 1,263.50

Profit for the year 6,924.75 4,184.48

Surplus /(deficit) in the statement of Profit & Loss

Balance as per last Balance sheet -- --

Add : Profit for the year 6,924.75 4,184.48

Add : Transfer from Contingent Liability Reserve -- 55.12

Less : Proposed Dividend on Equity shares 398.35 398.35

Less : Corporate Dividend Tax 70.78 64.62

Less : Transfer to General Reserve 6,455.62 3,776.63

PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabrics and Sugar. The textile division (comprises of yarn and fabrics) accounts for 95.43% of the total turnover (including inter-segment) of the company for the year ended 31st March, 2014. Sugar and others also accounts for 4.57% of the total turnover of the company for the year ended 31st March, 2014.

The business wise performance of each segment is as under:-

- Yarn: The Company has produced 70,595 MTs of yarn as against 67,960 MTs in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 1,589.56 crores as against Rs. 1,428.06 crores in the previous year showing an increase of 11.31%.

- Fabrics: The Company has produced 72,877,934 meters of fabrics (both grey and processed) as against 74,431,448 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 1,060.25 crores as against Rs. 946.03 crores in the previous year showing an increase of 12.07%.

- Sugar: The Company has produced 412,720 Qtls. of sugar as against 402,040 Qtls. in the previous year. The total turnover of this segment is Rs. 126.01 crores as against Rs. 169.85 crores in the previous year showing a decrease of 25.81%.

During the year the company has achieved operational income of Rs. 1,854.57 crores as against Rs. 1,716.31 crores showing an increase of 8.06% over the previous year. The company has earned Profit before finance cost, Depreciation and tax of Rs. 331.26 crores as against Rs. 303.50 crores in the previous year. After providing for Finance Cost of Rs. 105.87 crores (previous year Rs. 131.03 crores), Depreciation of Rs. 120.31 crores (previous year Rs. 110.48 crores) and Tax Expenses of Rs. 35.83 crores (previous year Rs. 20.15 crores) the Profit for the year comes to Rs. 69.25 crores as against Rs. 41.84 crores in the previous year.

Indian textile industry has performed extremely well during the year under review. With growing demand, recovery in export markets, better realizations, stable cotton prices and better planning, your company has achieved satisfactory performance.

The overall textile market is depressed since April, 2014 and there is sluggish demand for textile products. Your management is hopeful that the company shall be able to meet the challenges ahead and further improve its performance in the coming periods.

DIVIDEND

The Board of Directors of your company has proposed dividend @ 10% (i.e. Re. 1/- per share) on the Paid-up Equity Share Capital of the Company for the Financial Year 2013-14. The dividend will be paid when declared by the shareholders in accordance with the requirements of law.

CREDIT RATING

The rating committee of ICRA Limited has given long term rating as [ICRA]BBB (pronounced ICRA triple B plus). The outlook on the long term rating is stable. The rating committee of ICRA has also given short term rating as [ICRA]A2 (pronounced ICRA A two plus).

GREEN INITIATIVE

The members are informed that in accordance with Circulars issued by Ministry of Corporate Affairs, Government of India, the company proposes to send documents like notice of General Meetings, Audited Accounts, Directors Report, Auditors Report and other documents/communications to the members in electronic form by Email. Members holding shares in dematerialized form are requested to register/update their Email addresses with their depository participants. Members holding shares in physical form are requested to register/update their Email address with the company by sending an Email at: [e-mail] or [e-mail]

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

DIRECTORS

In terms of the Articles of Association of the Company Sh. Dinesh Oswal (DIN:00607290) and Sh. Dinesh Gogna (DIN:00498670) , Directors of the Company shall retire by rotation and being eligible offer themselves for re-appointment.

The Company is appointing all Independent Directors viz. Dr. (Mrs.) Harbhajan Kaur Bal (DIN:00008576), Prof. Kanwar Sain Maini (DIN:00454686), Dr. Yash Paul Sachdeva (DIN:02012337), Dr. Amrik Singh Sohi (DIN:03575022) and Sh. Ajit Singh Chatha (DIN:02289613) for a period of 3 (three) years. The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDIT COMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of the Companies Act, 1956 and clause 49 of the Listing Agreement. Presently the Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) Harbhajan Kaur Bal as members and Prof. Kanwar Sain Maini is the Chairman of the committee. The Committee''s composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement it is hereby confirmed:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had 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 profits/losses of the Company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditors of the company shall retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained confirmation from the auditors that their appointment, if made, would be in conformity with the limits specified in the said section. The auditors report on the accounts of the company is self-explanatory and requires no comments.

COST AUDITORS

M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi has been appointed as Cost Auditor for Sugar segment for the year 2014-15 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost

Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The company has already paid listing fee for the financial year 2014-15 to both Stock Exchanges.

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

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings & outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

None of the employees of the company is covered under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor''s certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-II to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place: Ludhiana Jawahar Lal Oswal Date: 11th August, 2014 Chairman

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Mar 31, 2013

Dear Members,

The directors have pleasure in presenting their 29th Annual Report together with audited accounts for the financial year ended 31st March, 2013 and Auditors'' Report thereon.

FINANCIAL RESULTS

(Rs.in Lacs) Particulars Current Year Previous Year

Revenue from Operations (Gross) 171,631.39 141,196.74

Less: Excise Duty 587.54 414.40 Revenue from operations (Net) 171,043.85 140,782.34

Add: Other Income 790.02 698.55

Total Revenue 171,833.87 141,480.89

Profit before Finance Cost, Depreciation & Tax 30,350.36 7,265.41

Less:

i) Finance Cost 13,102.62 9,744.55

ii) Depreciation 11,048.26 8,074.45

Profit/(Loss) before Tax 6,199.48 (10,553.59)

Less Tax Expense:

i) Current Tax 751.50 1.97

ii) Deferred Tax 1,263.50 (2,480.00)

Profit/(Loss) for the year 4,184.48 (8,075.56)

Add : Income Tax (liability)/ Refund of earlier years (net) (362.18)

Add : Transfer from Contingent Liability Reserve 55.12

Less : Proposed Dividend on Equity shares 398.35

Less : Corporate Dividend Tax 64.62

Less : Transfer to General Reserve 3,776.63 (8,437.74)

PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabrics and Sugar. The textile division (comprises of yarn and fabrics) accounts for 93.25% of the total turnover (including inter-segment) of the company for the year ended 31st March, 2013. Sugar and others also accounts for 6.75% of the total turnover of the company for the year ended 31st March, 2013.

The business wise performance of each segment is as under: -

- Yarn: The Company has produced 67,960 MTs of yarn as against 61,331 MTs in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs.1,428.06 crores as against Rs.1,218.71 crores in the previous year showing an increase of 17.18%.

- Fabrics: The Company has produced 74,431,448 meters of fabrics (both grey and processed) as against 62,392,988 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs.946.03 crores as against Rs.773.35 crores in the previous year showing an increase of 22.32%.

- Sugar: The Company has produced 402,040 Qtls. of sugar as against 400,415 Qtls. in the previous year. The total turnover of this segment has increased to Rs.169.85 crores as against Rs.94.55 crores in the previous year showing an impressive increase of 79.64%.

During the year the company has achieved operational income of Rs.1,716.31 crores as against Rs.1,411.97 crores showing an increase of 21.55% over the previous year. The company has earned Profit before finance cost, Depreciation and tax of Rs.303.50 crores as against Rs. 72.65 crores in the previous year. After providing for Finance Cost of Rs.131.03 crores (previous year Rs.97.45 crores), Depreciation of Rs.110.48 crores (previous year Rs.80.74 crores) and Tax Expenses of Rs.20.15 crores (previous year Rs.(24.78) crores) the Profit for the year comes to Rs.41.84 crores as against Loss of Rs.(80.76) crores in the previous year.

The Indian Textile Industry has shown considerable improvement in Financial Year 2012-13 as compared to last year. The industry as a whole witnessed a tough and challenging 2011-12 due to sluggish demand caused by domestic fall in yarn prices and piling up of high cost of inventory. With growing demand, recovery in export markets, better realizations, stable cotton prices and better planning, your company has achieved satisfactory performance.

Your management is hopeful that the Company shall be able to meet the challenges ahead and further improve its performance in the coming periods.

DIVIDEND

The Board of Directors of your company has proposed dividend @ 10% (i.e. Rs.1/- per share) on the Paid-up Equity Share Capital of the Company for the Financial Year 2012-13. The dividend will be paid when declared by the Share holders in accordance with the requirements of Law.

CREDIT RATING

The rating committee of ICRA Limited has upgraded the long term rating from [ICRA]BBB (pronounced ICRA triple B) to [ICRA]BBB (pronounced ICRA triple B plus). The outlook on the long term rating is stable. The rating committee of ICRA has also upgraded the short term rating from [ICRA]A2 (pronounced ICRA A two) to [ICRA]A2 (pronounced ICRA A two plus).

GREEN INITIATIVE

The members are informed that in accordance with Circulars issued by Ministry of Corporate Affairs, Government of India, the company proposes to send documents like notice of general meetings, audited accounts, Directors Report, Auditors Report and other documents/communications to the members in electronic form by Email. Members holding shares in dematerialized form are requested to register/update their Email addressed with their depository participants. Members holding shares in physical form are requested to register/update their Email address with the company by sending an Email at: [e-mail] or [e-mail]

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Sh. Jawahar Lal Oswal, Prof. K.S. Maini and Dr. Y.P. Sachdeva, Directors of the Company shall retire by rotation and being eligible offer themselves for re- appointment. During the year the company has co-opted Sh. A.S. Chatha, IAS Retd., as an Additional Director of the Company. He holds office up to the date of this Annual General Meeting at which his appointment would be regularized subject to the approval of the shareholders. Dr.O.P. Sahni, a Director of the Company, who was associated with the company since 30.6.2001 was expired on 24.10.2012. The Board prays to the God to give peace to the departed soul.

AUDIT COMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. During the year the Audit Committee was re- constituted due to the death of Dr. O.P.Sahni, Chairman of the Audit Committee. Presently the Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) H.K.Bal as members and Prof. K.S.Maini is the Chairman of the committee.

DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of your Company state:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had 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 profits/losses of the Company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditor of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors as required under Section 224 (1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits specified in the said section. The Auditors'' Report on the accounts of the Company is self-explanatory and requires no comments.

COST AUDITORS

M/s. Ramanath Iyer & Co., Cost Accountants, New Delhi have been appointed as Cost Auditor for the year 2013-14 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The company has already paid listing fee for the financial year 2013-14 to both Stock Exchanges.

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

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

None of the employees of the company is covered under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor''s certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-II to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

By Order of the Board of Directors

Place: Ludhiana Jawahar Lal Oswal

Date: 10th August, 2013 Chairman

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Mar 31, 2012

The directors have pleasure in presenting their 28th Annual Report together with audited accounts for the financial year ended 31st March, 2012 and Auditors' Report thereon.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars Current Year Previous Year

Revenue from Operations (Gross) 141,196.74 124,755.56

Less: Excise Duty 414.40 313.48

Revenue from operations (Net) 140,782.34 124,442.08

Add: Other Income 698.55 495.32

Total Revenue 141,480.89 124,937.40

Profit before Finance Cost, Depreciation & Tax 7,265.41 22,013.61

Less:

i) Finance Cost 9,744.55 9,824.99

ii) Depreciation 8,074.45 7,455.58

Profit/(Loss) before Tax (10,553.59) 4,733.04

Less Tax Expense:

i) Current Tax 1.97 933.17

ii) Deferred Tax (2,480.00) 647.00

Profit/(Loss) for the year (8,075.56) 3,152.87

Surplus/(Deficit) in the Statement of Profit and Loss Balance as per Last Balance Sheet - -

Add : Profit/(Loss) for the Year (8,075.56) 3,152.87

Add : Income Tax (liability)/Refund of earlier years (net) (362.18) 257.95

Add : Transfer from Contingent Liability Reserve - 2,935.16

Add : Transfer from FCCBs Periodic Cost Reserves - 1,272.91

Less : Proposed Dividend on Equity Shares - 400.34

Less : Corporate Dividend Tax - 64.95

Less : Transfer to General Reserve (8,437.74) 7,153.60

PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabrics and Sugar. The textile division (comprises of yarn and fabrics) accounts for 95.38% of the total turnover (including inter-segment) of the company for the year ended 31st March, 2012. Sugar and others also accounts for 4.62% of the total turnover of the company for the year ended 31st March, 2012.

The business wise performance of each segment is as under: -

- Yarn: The Company has produced 61,331 MTs of yarn as against 63,423 MTs in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 1,218.71 crores as against Rs. 1,154.57 crores in the previous year showing an increase of 5.55%.

- Fabrics: The Company has produced 62,392,988 meters of fabrics (both grey and processed) as against 62,298,331 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 773.35 crores as againstRs. 658.44 crores in the previous year showing an increase of 17.45%.

- Sugar: The Company has produced 400,415 Qtls. of sugar as against 305,672 Qtls. in the previous year. The total turnover of this segment is Rs. 94.55 crores as againstRs. 61.35 crores in the previous year showing an increase of 54.11%.

During the year the company has achieved operational income ofRs. 1,411.97 crores as againstRs. 1,247.56 crores showing an increase of 13.18% over the previous year. The company has earned Profit before finance cost, Depreciation and tax of Rs. 72.65 crores as againstRs. 220.14 crores in the previous year. After providing for Finance Cost of Rs. 97.45 crores (previous year Rs. 98.25 crores), Depreciation of Rs. 80.74 crores (previous year Rs. 74.56 crores) and Tax Expenses of Rs. (24.78) crores (previous yearRs. 15.80 crores) the Profit/(Loss) for the year comes to Rs. (80.76) crores as againstRs. 31.53 crores in the previous year.

The textile Industry has witnessed FY 2011-12 a struggling and challenging year. The Cotton being a seasonal crop is purchased by the companies for its requirement in the Cotton season. There was sudden crash in the prices of raw cotton from Rs. 63,000/- per candy in September 2010 to Rs. 34,000/- per candy in June 2011. There was sharp reduction in yarn prices and sluggish demand of textile products in both domestic and exports markets. The mounting pressure of piling up of finished goods at Mills level pushed the companies to sell its products at cheaper prices which in turn affected the Company's financial performance. However, it was only in the second half of the year when things showed some sign of stabilization.

The cotton prices are expected to be less volatile than last year & it is expected that company will improve its performance in the current year. Your Management is putting whole heartedly all its efforts in cost reduction, quality management, better product mix etc. so as to improve the efficiencies which in turn will help the company in meeting the challenges ahead. Besides your Management also expect that the Government through its policies will take some urgent initiatives so that the textile industry could survive in the challenging period.

DIVIDEND

Due to loss suffered by the company, your directors express their inability to recommend dividend for the financial year ended on 31st March, 2012.

CREDIT RATING

The rating committee of ICRA Limited has revised the long term rating from "LBBB " (pronounced L triple B plus) to [ICRA]BBB (pronounced ICRAtriple B). The outlook on the long term rating has been revised from positive to stable. The rating committee of ICRA has revised the short term rating from A2 (pronounced A two plus) to [ICRA]A2 (pronounced ICRA A two).

FORFEITURE OF SHARES

During the year the Board of Directors of the Company had forfeited 560,724 equity shares ofRs. 10/- each pursuant to the Articles of Association of the Company on account of non-payment of amount due on allotment money from the concerned shareholders. The company has also cancelled all such shares after forfeiture.

GREEN INITIATIVE

The members are informed that in accordance with Circulars issued by Ministry of Corporate Affairs, Government of India, the company proposes to send documents like notice of general meetings, audited accounts, Directors Report, Auditors Report and other documents/communications to the members in electronic form by Email. Members holding shares in dematerialized form are requested to register/update their Email addresses with their depository participants. Members holding shares in physical form are requested to register/update their Email address with the company by sending an Email at : [e-mail] or [e-mail] or [e-mail].

PUBLICDEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-Aof the Companies Act, 1956 and rules made there under.

DIRECTORS

Sh. Dinesh Gogna, Sh. N.D.Jain and Dr. (Mrs) H.K.Bal, Directors of the Company shall retire by rotation and being eligible offer themselves for re-appointment.

AUDITCOMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. The Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) H.K.Bal as members and Dr. O.P.Sahni is the Chairman of the committee.

DIRECTORSRESPONSIBILITYSTATEMENT

The Board of Directors of your Company state:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had 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 profits/losses of the Company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

AUDITORSAND AUDITORS' REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditor of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors as required under Section 224 (1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits specified in the said section. The Auditors' Report on the accounts of the Company is self-explanatory and requires no comments.

COSTAUDITORS

M/s. Ramanath Iyer and Co., Cost Accountants, New Delhi have been appointed as Cost Auditor for the year 2012-13 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The company has already paid listing fee for the financial year 2012-13 to both Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is covered under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor's certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-II to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place: Ludhiana JAWAHAR LAL OSWAL

Date: 1st August, 2012 Chairman

---

Mar 31, 2011

Dear Members,

The directors have pleasure in presenting their 27th Annual Report together with audited accounts for the financial year ended 31 st March, 2011 and Auditors' Report thereon.

FINANCIAL RESULTS (Rs In lacs)

Particulars Current Year Previous Year

Operating Income 124,755.56 102,082.19

Less: Excise Duty Recovered on Sales 313.48 336.02

Add: Other Income 525.48 1,517.16

Total 124,967.56 103,263.33

Profit before Financial Expenses, 22,043.82 15,649.09

Depreciation, Non-cash Expenditure & Tax Less:

i) Financial Expenses 9,855.15 5,465.55

ii) Depreciation and Non-cash Expenditure 7,455.63 7,231.29

Profit before Tax 4,733.04 2,952.25

Less:

i) Provision for Income Tax 931.00 498.00

ii) Provision for Wealth Tax 2.17 1.64

iii) Deferred Tax 647.00 505.16

Profit after Tax 3,152.87 1,947.45

Less: Income Tax Liability / Refund of Earlier Years (Net) — 0.04

Add : Income Tax Liability / Refund of Earlier Years (Net) 257.95 —

Add : Transfer from Contingent Liability Reserve 2,935.16 417.95

Less: Transfer to FCCBs periodic Cost Reserve — 219.03

Add : Transfer from FCCBs Periodic Cost Reserve 1,272.91 —

Less: Proposed Dividend on Equity Shares 400.34 400.34

Less: Corporate Dividend Tax 64.95 68.04

Transfer to General Reserves 7,153.60 1,677.95

PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabric and Sugar. The textile's division (comprises of yarn and fabrics) accounts for 96.69 % of the total turnover (including inter-segment) of the company for the year ended 31st March, 2011. Sugar and others also accounts for 3.31 % of the total turnover of the company for the year ended 31st March, 2011.

The business wise performance of each segment is as under: -

- Yarn:The Company has produced 63,423 MTs. of yarn as against 65,066 MTs. in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 1,154.57 crores as against Rs. 827.73 crores in the previous year showing an increase of 39.49 %.

- Fabric: The Company has produced 62,298,331 meters of fabric (both grey and processed) as against 61,161,735 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 658.44 crores as against Rs. 536.41 crores in the previous year showing an increase of 22.75 %.

- Sugar: The Company has produced 305,672 Qtls. of sugar as against 155,530 Qtls. in the previous year. The total turnover of this segment is Rs. 61.35 crores as against Rs. 100.54 crores in the previous year.

There was no activity in the steel division during the year.

During the year the company has achieved operational income of Rs. 1,247.56 crores as against Rs. 1,020.82 crores showing an increase of 22.21% over the previous year. The company has earned profit before financial expenses, depreciation, non-cash expenditure and tax of Rs. 220.44 crores as against Rs. 156.49 crores in the previous year. After providing for depreciation and non-cash expenditure of Rs. 74.56 crores (previous year Rs. 72.31 crores), Financial expenses of Rs. 98.55 crores (previous year Rs. 54.66 crores) and provision for current tax of Rs.15.80 crores (previous year Rs. 10.05 crores), the profit after tax comes to Rs. 31.53 crores as against Rs. 19.47 crores in the previous year showing an increase of 61.94% over the previous year.

To keep you update, we would also like to share with you the prevailing textile scenario. Though the performance of the textile industry was excellent during the last year but things are not moving in the right direction in the current year. The consequential effects of negative threats of yester year are still continuing and its effects has already been witnessed in the financial results of the first quarter of the current year. The company suffered a heavy loss of Rs.51.93 crores because of the sudden crash in the prices of raw cotton from Rs.63,000/- per candy in September, 2010 to Rs.34,000/- per candy in June, 2011 because of pure speculative activity in cotton at the commodity markets. The cotton being a seasonable crop is purchased by the spinning mills for its requirement in the cotton season. The company purchased the cotton at the high prices during the season and is currently stuck with the high cost cotton. Besides sharp decline in the yarn prices coupled with lack of demand in US and European countries has put additional pressure on the inventory intensive industry. In case things do not move for betterment the performance of the textile industry will be adversely affected in the coming periods.

Your Management is putting whole heartedly all its efforts in cost reduction, quality management, better product mix etc. so as to improve the efficiencies which in turn will help the company in meeting the challenges ahead. Besides your Management also expect that the Government through its policies will take some urgent initiatives in the form of some relief packages so that the industry could survive in this challenging period.

DIVIDEND

The board of directors of your company has proposed dividend @ 10% (i.e. Re. 1/- per share) on the Paid-up Equity Share Capital of the company for the financial year 2010-11. The dividend will be paid when declared by the shareholders in accordance with the requirements of law.

CREDIT RATING

The rating committee of ICRA Limited (ICRA) has reaffirmed the long term rating at "LBBB " (pronounced as L triple B plus) to the Cash Credit limit/Rupee term loan limit. The long term rating has been assigned 'positive' outlook. The rating committee of ICRA has upgraded the short term rat- ing to "A2 " (pronounced as A two plus) to non-fund based limits.

REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

The US $ 9.7 Million outstanding FCCBs, which were due for redemption on maturity date i.e. 16.2.2011, have been redeemed in full along with redemption premium as per the terms & conditions of the bonds. Thus, the FCCBs issued by the company in February, 2006 have been extinguished in full and there are no outstanding bonds as on date.

GREEN INITIATIVE

The members are informed that in accordance with Circular Nos. 17/2011 dated 21.4.2011 and 18/2011 dated 29.4.2011 issued by Ministry of Corporate Affairs, Government of India, henceforth, the company is proposing to send documents like notice of general meetings, audited accounts, Directors Report, Auditors Report and other documents/ communications to the members in electronic form by Email. Members holding shares in dematerialized form are requested to register/update their Email addresses with their depository participants. Members holding shares in physical form are requested to register/update their Email addresses with the company via Email at: [e-mail] or [e-mail] or [e-mail].

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Sh. Dinesh Oswal, Prof. K.S.Maini and Dr.

Y.P.Sachdeva, Directors of the Company shall retire by rotation and being eligible offer themselves for re-appointment. During the current year the company has co-opted Dr. Amrik Singh Sohi as an Additional Director of the company. He holds office up to the date of this Annual General Meeting at which his appointment would be regularized subject to consent of the shareholders. Sh. Amarjeet Singh, a Director of the company, who was associated with the company since 26.05.2009, was expired on 30.5.2011. The Board pray to the God to give peace to the departed soul.

AUDIT COMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. The Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) H.K.Bal as members and Dr. O.P.Sahni is the Chairman of the committee.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had 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 profits/losses of the Company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.



AUDITORS AND AUDITORS' REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditor of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors as required under Section 224 (1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits specified in the said section. The Auditors' Report on the accounts of the Company is self-explanatory and requires no comments.

COST AUDITO RS

M/s. Ramanath Iyer and Co., Cost Accountants, New Delhi have been appointed as Cost Auditor for the year 2011-12 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The company has already paid listing fee for the financial year 2011 -12 to both Stock Exchanges.

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

The information in accordance with the provisions of

Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is given in Annexure-II to this report.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditor's certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-III to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place : Ludhiana JAWAHAR LAL OSWAL

Date :12th August, 2011 Chairman

---

Mar 31, 2010

The directors have pleasure in presenting their 26th Annual Report together with audited accounts for the financial year ended 31st March 2010 and Auditors Report thereon.

FINANCIAL RESULTS (Rs. In lacs)

Particulars Current Year Previous Year

Operating Income 102082.19 100678.49

Less: Excise Duty

Recovered on Sales 336.02 694.39

Add: Other Income 1517.16 3085.61

Total 103263.33 103069.71

Profit before Financial

Expenses, Depreciation, 15649.09 13811.98

Non-cash Expenditure & Tax Less:

i) Financial Expenses 5465.55 5652.64

ii) Depreciation and

Non-cash Expenditure 7231.29 7730.59

Profit before Taxation 2952.25 428.75

Less:

i) Provision for Income Tax 498.00 38.50

ii) Provision for Wealth Tax 1.64 2.33

iii) Provision for Fringe

Benefit Tax --- 27.50

iv) Deferred Tax 505.16 249.75

Profit after tax 1947.45 110.67

Less : Income Tax Liability/

Refund of Earlier Years (Net) 0.04 1.68

Add : Transfer from General Reserves --- 4962.15

Add : Transfer from Contingent

Liability Reserve 417.95 ---

Less : Transfer to Contingent

Liability Reserve --- 4962.15

Less : Transfer to FCCBs

Periodic Cost Reserve 219.03 ---

Add : Transfer from FCCBs

Periodic Cost Reserve --- 1465.98

Less : Proposed Dividend on

Equity Shares 400.34 400.34

Less : Corporate Dividend Tax 68.04 68.04

Transfer to General Reserve 1677.95 1106.59

OPERATIONAL / PERFORMANCE REVIEW

The company operates in three main business segments viz. Yarn, Fabrics and Sugar. The textile division comprises of yarn and fabrics are the largest in terms of sales revenue and capital employed amongst the business segments of the company. This division accounts for 93.10 % of the total turnover (including inter-segment) of the company for the year ended 31st March, 2010. Sugar and others also accounts for 6.90% of the total turnover of the company for the year ended 31st March, 2010.

During the year the company has achieved opera- tional income of Rs. 1020.82 crores as against Rs. 1006.78 crores in the previous year. The company has earned cash profit of Rs. 101.83 crores as against Rs. 81.59 crores in the previous year; profit before tax of Rs. 29.52 crores as against Rs. 4.28 crores in the previous year and profit after tax of Rs. 19.47 crores as against Rs. 1.11 crores in the previous year.

The business wise performance of each segment is as under: -

- Yarn: The Company has produced 65066 MTs of yarn as against 64715 MTs in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 827.73 crores as against Rs. 698.56 crores in the previous year showing an increase of 18.49 %.

- Fabrics: The Company has produced 61161735 meters of fabrics (both grey and processed) as against 59273500 meters in the previous year. The total turnover of this segment (including inter-segment) has increased to Rs. 536.41 crores as against Rs. 526.10 crores in the previous year showing a marginal increase of 1.96 %.

- Sugar: The Company has produced 155530 Qtls. of sugar as against 171900 Qtls. in the previous year. The total turnover of this segment is Rs. 100.54 crores as against Rs. 100.64 crores in the previous year.

During the year there was hardly any activities in the steel division. The total turnover of steel division during the current year is Rs. 0.23 crores.

The textile industry has faced an extremely difficult period during the last two years due to global recession. After a severe spell of recession, world economy has shown initial indication of recovery. However, with the pick-up from the mid 2009 in export demand, improved liquidity and a growing domestic demand for textile products, the Indian textile industry is showing signs of recovery. Overall the year 2009-10 has shown considerable improvement in the Indian textile industry as compared to the preceding two years. Your management is hopeful that the com- pany shall be able to meet the challenges ahead and further improve its performance in the coming periods.

DIVIDEND

The board of directors of your company has proposed dividend @ 10% (i.e. Re. 1/- per share) on the Paid- up Equity Share Capital of the company for the financial year 2009-10. The dividend will be paid when declared by the shareholders in accordance with the requirements of law.

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956 and rules made there under.

DIRECTORS

Sh. Jawahar Lal Oswal, Dr. O.P.Sahni and Dr. (Mrs) H.K.Bal, Directors of the Company shall retire by rotation and being eligible offer themselves for re-appointment.

AUDIT COMMITTEE

The company has constituted an Audit Committee pursuant to the provisions of section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. The Audit Committee consists of Sh. Dinesh Gogna and Dr. (Mrs) H.K.Bal as members and Dr. O.P.Sahni is the Chairman of the committee.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had 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 profits/losses of the Company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Auditor of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors as required under Section 224 (1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits specified in the said section. The Auditors Report on the accounts of the Company is self-explanatory and requires no comments.

COST AUDITORS

M/s. Ramanath Iyer and Co., Cost Accountants, New Delhi have been appointed as Cost Auditor for the year 2010-11 and their reports will be submitted to Government of India, Ministry of Corporate Affairs, Cost Audit Branch in accordance with the requirements of law.

LISTING

The equity shares of the company are listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The company has already paid listing fee for the financial year 2010-11 to both Stock Exchanges.

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

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is given in Annexure-II to this report.

CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles of good corporate governance. The corporate governance report along with auditors certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the Listing Agreement with the stock exchanges is attached herewith as Annexure-III to this report.

INDUSTRIAL RELATIONS

Industrial relations throughout the year continued to be very cordial and satisfactory.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks and shareholders. They also place on record their appreciation for the co-operation of employees at all levels.

For and on behalf of the Board of Directors

Place : Ludhiana JAWAHAR LAL OSWAL

Date : 31st July, 2010 Chairman