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Company Information

Home » Market » Company Information

Nalwa Sons Investments Ltd.

May 12
1701.00 -56.00 ( -3.19 %)
 
VOLUME : 252
Prev. Close 1757.00
Open Price 1761.70
TODAY'S LOW / HIGH
1676.95
 
 
 
1761.70
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
527.10
 
 
 
1800.00
May 12
1695.05 -70.40 ( -3.99 %)
 
VOLUME : 2439
Prev. Close 1765.45
Open Price 1850.00
TODAY'S LOW / HIGH
1666.55
 
 
 
1850.00
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
580.00
 
 
 
1850.00
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Market Cap. ( ₹ ) 870.61 Cr. P/BV 0.27 Book Value ( ₹ ) 6,205.56
52 Week High/Low ( ₹ ) 1850/580 FV/ML 10/1 P/E(X) 44.40
Bookclosure 24/12/2020 TTM EPS ( ₹ ) 72.62 Div Yield (%) 0.00
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

The Directors have pleasure in presenting the Forty Seventh Annual Report on the Business and Operations of your Company together with the Standalone and Consolidated Financial Statements for the year ended 31st March, 2018.

1. FINANCIAL RESULTS

The Financial performance of the Company during the year 2017-18 is summarized below:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

Year Ended March 31, 2018

Year Ended March 31, 2017

Year Ended March 31, 2018

Year Ended March 31, 2017

Revenue from Operations

2,010.62

1,499.94

3,618.44

3,385.91

Other Income

1.03

10.22

10.58

23.83

Total Income

2,011.65

1,510.16

3,629.02

3,409.74

Total Expenses

973.43

106.05

2,578.22

1,196.29

Profit before Interest, Depreciation & Tax

1,038.22

1,404.11

1,050.80

2,213.41

Current Tax

97.10

197.92

308.61

405.06

Deferred Tax Liability/ (Assets)

(105.74)

3.38

(105.74)

3.38

Profit for the year after Tax

1,046.86

1,202.21

847.93

1,805.00

Minority interest

NA

NA

293.19

67.71

Net Profit after Tax and Minority Interest

1,046.86

1,202.21

1,141.12

1,872.71

Add/(Less): Surplus brought forward

11,571.73

10,609.48

5,125.65

3,494.01

Profit/ (Loss) available for appropriation

12,618.59

11,812.28

6,266.77

5,366.72

Less: Transfer to Statutory Reserve

209.37

240.56

209.31

241.07

Balance carried to Balance Sheet

12,409.22

11,571.73

6,057.46

5,125.65

2. COMPANY'S PERFORMANCE

On a standalone basis, the Income of the Company by way of dividend, interest and other income stood at Rs.2,011.65 lakhs during the financial year ended 31st March, 2018 as compared to Rs.1,510.16 lakhs during the previous year, an increase of around 33.21%. Profit before interest, depreciation and tax stood at Rs.1,038.22 lakhs as compared to Rs.1,404.11 lakhs during previous year. Net Profit after tax stood at Rs.1,046.86 lakhs as compared to Rs.1,202.21 lakhs during the previous year.

On a consolidated basis, the Total Income stood at Rs.3,629.02 lakhs during the financial year ended 31st March, 2018 as compared to Rs.3,409.74 lakhs during the previous year, an increase of around 6.44%.

3. FUTURE PROSPECTS

Your Company holds significant investments in Equity Shares of O.P. Jindal Group of Companies, therefore the business prospects of the Company largely depends on the business prospects of O.P. Jindal Group of Companies and the steel industry.

India was the world's third-largest crude steel producer till 2017. India overtook Japan to become the world's second largest crude steel producer in the world in February, 2018. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India's manufacturing output. The Indian steel industry has entered into a new development stage, riding high on the resurgent economy and rising demand for steel.

Your Company is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders' value. Considering the forecasted growth in the economy as a whole and the steel industry in particular, the Company expects to enhance its entrenched value for the benefit of the shareholders' at large.

4. DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for the year under review.

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

5. TRANSFER TO RESERVES

An amount of Rs.209.37 Lakhs was transferred to Statutory Reserve Fund during the financial year under review.

6. DEPOSITS

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

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) Equity shares of Rs.10 (Rupees Ten only) each. The paid up equity share capital as on March 31, 2018 is Rs. 5,13,61,630 (Rupees Five Crore Thirteen Lakhs Sixty One Thousand Six Hundred and Thirty only) comprising 51,36,163 (Fifty One Lakhs Thirty Six Thousand One Hundred and Sixty Three only) equity shares.

There was no buy back of equity shares, public issue of securities, rights issue, bonus issue or preferential issue etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2017-18, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any Holding Company. The Company has 5 direct and step down subsidiaries as on March 31, 2018, namely (i) Jindal Steel & Alloys Ltd. (jSaL) (ii) Jindal Holdings Ltd. (JHL) (iii) Jindal Stainless (Mauritius) Ltd. (JSML) (iv) Massillon Stainless Inc. (MSI) - through JSML and (v) Brahmaputra Capital & Financial Services Ltd. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, the financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office and Branch Office of your Company during business hours on all days except Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

No Company has become or ceased as subsidiary, associate or joint venture during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2017-18, Mr. Suresh Jindal relinquished the position of Executive Director & C.E.O. and ceased to be Director of the Company with effect from close of business hours on September 30, 2017.

Mr. Rakesh Kumar Garg relinquished the office of Independent Director and was appointed as the Executive Director & C.E.O. w.e.f. October 17, 2017. The proposal regarding his appointment as Whole-time Director and CEO is placed for your approval.

Mr. Mahabir Prashad Gupta ceased to be Chief Financial Officer of the Company w.e.f. close of business hours on July 31, 2017 and Mr. Deepak Garg was appointed as Chief Financial Officer w.e.f. October 17, 2017.

There was no other change in the directors and Key Managerial Personnel during the year under review.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met six times during the financial year ended on 31st March, 2018. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

In terms of requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on November 14, 2017.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole for the Financial Year 2016-17 and

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

12. BOARD EVALUATION

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

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

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

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

14. DECLARATION OF INDEPENDENCE

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

15. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 ("the Act"), the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - A.

Pursuant to Section 134(3)(a) of the Act, as amended, the Annual Return of the Company can be accessed on the Company's website at the link: www.nalwasons.com

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013 with respect to directors' responsibility statement, it is hereby confirmed that:

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for the year ended on that date;

(c) they 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) they have prepared the annual accounts on a going concern basis; and

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. AUDITORS

a) Statutory Auditor:

At the Company's 46th Annual General Meeting (AGM) held on September 28, 2017, M/s Doogar & Associates, Chartered Accountants, Firm Registration No. 000561N, were appointed as Statutory Auditors of the Company for a period of five consecutive years. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company. Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) Secretarial Auditor:

The Board had appointed M/s Rajesh Garg & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - B to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR committee and formulated CSR policy. The policy primarily rests on four broad categories: Environment, Health, Education and Community Development.

The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - C.

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

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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

21. TRANSACTIONS WITH RELATED PARTIES

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

Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Moreover, Policy on Related Party Transactions in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of the Companies Act, 2013 is uploaded at the web link: http://nalwasons.com/pdf/Related_Party_Transactions-file001.pdf

22. DISCLOSURE REQUIREMENTS

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

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY (OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT)

During the quarter ended June 30, 2018, your Company has achieved total revenue of Rs.223.74 lakhs on Standalone basis. Your Company earned net profit of Rs. 124.06 lakhs. There have been no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

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

There were no foreign exchange transactions during the year.

25. RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and mitigation procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board.

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - D.

27. RESERVE BANK OF INDIA GUIDELINES

Your Company has duly complied with all applicable rules, regulations and guidelines issued by Reserve Bank of India for NBFCs from time to time.

28. INTERNAL FINANCIAL CONTROLS

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

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

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the Company and can be accessed at the link: http://nalwasons.com/pdf/Whistle_Blower_Policy001.pdf

31. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS INCLUDING INDEPENDENT DIRECTORS

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

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

The familiarization programme for Independent Directors in terms of the provisions of Regulations 25 and 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is uploaded on the website of the Company and can be accessed through the following link: http://nalwasons.com/pdf/DETAILS%20OF%20FAMILIARIZATION% 20%20PROGRAMMES%20IMPARTED%20TO%20INDEPENDENT%20DIRECTORS%20NSIL.pdf

Your Company has also devised a Policy on Familiarization Programme for Independent Directors The said Policy may be accessed on your Company's website at the link: http://nalwasons.com/pdf/Policy_on_familiarisation_ programme_for_independent_directors_NSIL001.pdf

32. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Company's business during the financial year ended on 31st March, 2018.

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

35. HUMAN RESOURCES

The Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company fully identify with the Company's vision and business goals.

36. E-VOTING PLATFORM

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended, your Company is registered with CDSL for Remote E-Voting services to set up an electronic platform to facilitate shareholders to cast vote in electronic form to exercise their right of voting at General Meetings /business to be transacted by means of voting through remote e-voting or poll or ballot paper as provided under the Companies Act, 2013.

37. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations includes, changes in Government Regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

38. ACKNOWLEDGEMENT

The Directors thank the Company's employees, customers, vendors, banks and investors for their continuous support. The Directors also thank the Government of India, Governments of various States in India and other concerned Government departments and agencies for their co-operation.

For and on behalf of the Board of Directors

Rakesh Kumar Garg Rajinder Parkash Jindal

Executive Director & C.E.O. Director

DIN:00038580 DIN:00004594

Place: Hisar

Date: August 07, 2018