Oswal Leasing Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the forty first (41^st) Annual Report of the Company along with
the Audited Financial Statements for the Financial Year ended March 31, 2025. Your Company is a Non¬
Banking Financial Company (Non- public deposit taking company) and registered under Reserve Bank of
India (“RBI”) vide registration number 14.00489 dated March 19, 1998.

FINANCIAL PERFORMANCE:

A summary of the Company''s Financial Performance for the Financial Year 2024-2025 is as under:

PARTICULARS	Financial year ended on March 31, 2025	Financial year ended on March 31,2024
Revenue from operations	15,09,327	15,28,577
Other Income	-	7,50
Total income	15,09,327	15,29,327
Profit/Loss before tax	(2,15,528)	(3,94,339)
Less: Tax expenses - Current Tax	-	26,109
Profit/(Loss) after tax	(2,15,528)	(4,20,448)
Other Comprehensive Income	4,95,000	396000
Total Comprehensive Income	2,79,472	(24,448)
Earning Per Equity Share	(0.43)	(0.84)

INDIAN ACCOUNTING STANDARDS:

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind-AS)
as notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act, 2013 read with
the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of
the Act and applicable guidelines issued by the Reserve Bank of India (RBI). The financial statements have
been prepared in accordance with the format prescribed for a Non-Banking Financial Company (NBFC) in
compliance of the Companies (Indian Accounting Standards) Rules, 2015, in Division III of Notification No.
GSR 1022 (E) dated October 11,2018, issued by the Ministry of Corporate Affairs.

FINANCIAL PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS:

We would like to inform you that the Company''s activities can be classified under one segment namely;
Investment/Financial Activities. The Interest income earned during the year was Rs. 15,09,327/- (Previous
Year Rs. 15,28,577/- The dividend income earned during the year was Rs. Nil (Previous Year Nil). The loss
of the Company before tax of Rs. 2,15,528/- as compared to the loss before tax of Rs. 3,94,339/- reported
in the Previous Year. The Net Loss for the year stood at Rs. 2,15,528/- as compared to Net Loss of Rs.
4,20,448/- reported in the Previous Year.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve. The
General Reserve of the Company stood at Rs. 2,35,625/- as at 31.03.2025. The loss of the Company before
tax of Rs. 2,15,528/- as on 31.03.2025 and the balance amount of Rs. 1,23,99,661/- is carried over to the
Balance Sheet.

DIVIDEND:

Due to loss suffered by the Company, your directors express their inability to recommend dividend for the
financial year ended on March 31,2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013
do not apply.

CHANGE IN THE NATURE OF BUSINESS:-

During the year under review, there was no change in the nature of the business of the Company.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31, 2025 stood at Rs. 50,00,000/-. During the year under
review, there was no change in the Company''s Issued, Subscribed and Paid-up Equity Share Capital. The
Company has not issued shares or convertible securities or shares with differential voting rights nor has
granted any stock options or sweat equity or warrants. As on March 31,2025, none of the Directors of the
Company hold instruments convertible into Equity Shares of the Company.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report
to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:

As on March 31, 2025, the Board of Directors consists of 5 (Five) Directors i.e. 3 (Three) Non-Executive
Directors and 2 (Two) Non-Executive Independent Directors.

Woman Director:

In terms of the provisions of Section 149 of the Companies Act, 2013, your Company has Smt. Monica Oswal
and Dr. Manisha Gupta as Woman Directors on the Board.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Sh. Dinesh Gogna (DIN:
00498670), Director of the Company, shall retire by rotation at the forthcoming Annual General Meeting of
the Company and being eligible, offers himself for re-appointment, on the same terms and conditions on
which he was appointed/ re-appointed.

In compliance with Regulation 36(3) of SEBI Listing Regulations and Secretarial Standards-2 on General
Meetings information about the Director proposed to be appointed / re-appointed is attached along with the
Notice calling the ensuing Annual General Meeting.

Statement of Declaration from Independent Directors:

In terms of Section 149(7) read with Schedule IV of the Companies Act, 2013, the Company has received
necessary declaration from all the Independent Directors of the Company. All Independent Directors of the
Company have given declarations that they meet the criteria of independence as laid down under Section
149(6) of the Act, Regulation 16(1)(b) of the SEBI Listing Regulations along with the declaration that they
have registered themselves with the Independent Director''s Database maintained by the IICA as provided
in sub-rule (3) rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the
opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have
also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of
the Board of the Company.

Key Managerial Personnel:

The following persons are the Key Managerial Personnel (KMP''s) of the Company in accordance with the
provisions of Section 203 of Companies Act, 2013 and rules made there under:

Names of KMP’s	Designation
Ms. Mani Saggi	Company Secretary
Mr. Ravi Kumar*	Manager Cum Chief Financial Officer

* Mr. Ravi Kumar is re-appointed by the Board of Directors as Manager Cum Chief Financial Officer of the
Company with effect from May 09, 2025 in the Board Meeting held on May 09, 2025 for a term of two (2)
consecutive years subject to the approval of the members, Company has proposed the Special Resolution
for Shareholders'' approval in the accompanying Notice of 41st Annual General Meeting.

In Compliance with Regulation 36(3) of SEBI Listing Regulations and Secretarial Standards -2 information
about the Manager proposed to be re-appointed is attached along with the Notice calling the ensuing Annual
General Meeting.

NUMBER OF BOARD MEETINGS HELD:

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business
discussions. However, in case of a special and urgent business need, the Board''s approval is taken by
passing resolution(s) through circulation, as permitted by law, which is confirmed in the subsequent Board
Meeting.

During the year under review, the Board of Directors duly met on Four (4) occasions viz. May 22, 2024,
August 06, 2024, November 11,2024 and February 05, 2025 in respect of which proper notices were given
and the proceedings were properly recorded. The intervening gap between the Board Meetings was within
the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The Board has constituted the following committees in compliance with the Companies Act, 2013:

1. AUDIT COMMITTEE

The Audit Committee of the Company consists of Dr. Roshan Lal Behl as Chairman, Dr. Manisha Gupta
and Smt. Monica Oswal as Members as at 31.03.2025. The Composition and Terms of Reference of the
Audit Committee are in line with Section 177 of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Audit Committee met on four (4) occasions viz. May 22, 2024, August
06, 2024, November 11,2024 and February 05, 2025 to deliberate on various matters. The members of
the Committee are the persons with ability to read, understand the Financial Statement. Not more than
120 days lapsed between any two consecutive meetings of the Audit Committee during the year. There
have been no instances, where the Board has not accepted any recommendation of the Committee. The
necessary quorum was present at all the Meetings.

2. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company consists of Dr. Roshan Lal Behl as Chairman,
Dr. Manisha Gupta and Smt. Monica Oswal as Members as at 31.03.2025. The Composition and Terms
of Reference of the Stakeholders Relationship Committee are in line with Section 178 of the Companies
Act, 2013 and rules made thereunder.

During the year under review, the Stakeholders Relationship Committee met on four (4) occasions
viz. May 22, 2024, August 06, 2024, November 11,2024 and February 05, 2025. The members of the
Committee are effectively address shareholders grievances. The necessary quorum was present at all
the meetings. No complaints remained unattended/ pending for more than thirty days. The Company has
no share transfers/ transmission pending as on 31st March, 2025. Further, no shareholders complaint/
grievance were received under ‘SCORES'' during the Financial Year 2024-2025.

3. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company consists of Dr. Roshan Lal Behl as
Chairman, Dr. Manisha Gupta and Smt. Monica Oswal as Members as at 31.03.2025. The Composition
and Terms of Reference of the Nomination and Remuneration Committee are in line with Section 178 of
the Companies Act, 2013 and rules made thereunder.

During the year under review, the Nomination and Remuneration Committee met on one (1) occasion viz.
August 06, 2024 The necessary quorum was present at all the meetings.

4. SHARE TRANSFER COMMITTEE

The Share Transfer Committee of the Company consists of Dr. Roshan Lal Behl as Chairman, Dr.
Manisha Gupta and Smt. Monica Oswal as Members as at 31.03.2025. The Share Transfer Committee
was constituted to expedite and streamline the process of transfer/ transmission/ Dematerialization/ Re¬
materialization of Equity Shares.

During the year under review, the Share Transfer Committee met on four (4) occasions viz. May 22, 2024,
August 06, 2024, November 11,2024 and February 05, 2025. The necessary quorum was present at all
the meetings.

The Company also obtains a Certificate of Compliance with the share transfer formalities from a
Practicing Company Secretary as required under Regulation 40(9) of SEBI Listing Regulations and has
submitted a copy of the said certificate with the Stock Exchange on yearly basis.

5. RISK MANAGEMENT COMMITTEE

The Risk Management Committee of the Company was constituted on 09.08.2022, pursuant to the
Reserve Bank of India vide Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22
dated October 22, 2021. The Risk Management Committee consists of three non-executive directors
namely; Dr. Roshan Lal Behl as Chairman, Dr. Manisha Gupta and Smt. Monica Oswal as members. The
main terms of reference of the Committee is to review and monitor the risk associated with Company''s
business and suggest measures for mitigation/management of the same.

During the year under review, the Risk Management Committee met on one (1) occasion viz. February
05, 2025. The necessary quorum was present at the meeting.

Further, to monitor and manage the risk associated with the Company''s investment/financial business,
the Company has developed and implemented a Risk Management Policy including therein identification
and risk mitigation measures. The Policy is also posted on Company''s website and the web link for the
same is http://www.owmnahar.com/leasing_ltd/pdf/risk-management-policy.pdf

Attendance Details of Board and Committee Meetings held during the Financial Year 2024-2025:

The details of meetings attended by the Members of Board as well as Committees are as follows:

Name of Directors	Category	No. of Board Meetings attended	No. of Committee Meetings Attended
			Audit	Stakeholders Relationship	Nomination and Remuneration	Share Transfer	Risk Man¬ agement
Sh. Kamal Oswal	Chairman & Director	4 out of 4	-	-		-	-
Sh. Dinesh Gogna	Director	3 out of 4	-	-	-	-	-
Smt. Monica Oswal	Director	4 out of 4	4 out of 4	4 out of 4	1 out of 1	4 out of 4	1 out of 1
Dr. Roshan Lal Behl	Independent Director	4 out of 4	4 out of 4	4 out of 4	1 out of 1	4 out of 4	1 out of 1
Dr. Manisha Gupta	Independent Director	4 out of 4	4 out of 4	4 out of 4	1 out of 1	4 out of 4	1 out of 1

ANNUAL RETURN:

The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and the provisions of

Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the
financial year 2024-2025 in the Form MGT-7 has been uploaded on Company''s website and the web link for
the same is https://www.owmnahar.com/leasing_ltd/pdf/AnnualReturn2024-2025.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to Financial Statements forming a part of this Annual Report. The Company
being a Non-Banking Financial Company registered under Reserve Bank of India Act, 1934, thus the
provisions of Section 186 (except Sub Section 1) of the Companies Act, 2013 in respect of lending and
investment activities, are not applicable to the Company.

PARTICULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTIES:

During the year under review, transactions entered into with Group Companies/ Related Parties as per given
at Note No. 24 to the Financial Statements which were in the ordinary course of business at arm''s length
basis and in compliance with the applicable provisions of the Companies Act, 2013. No any contract or
arrangement was entered into with the Related Parties as per Section 188(1) of the Companies Act, 2013
during the financial year ended March 31, 2025. Thus, the requirement for disclosure as required under
Section 134(3)(n) of the Companies Act, 2013 for particulars of contracts or arrangement with related parties
referred to in Section 188(1) is not applicable to the Company.

We would like to inform you that during the year, no material related party transactions made by the Company
with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict
with interest of the Company at large or which warrants the approval of the shareholders. Related Party
Policy is posted on the website of the Company and the web link for the same is https://www.owmnahar.com/
leasing_ltd/pdf/rpt-policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company in accordance with Section 177 (9) of the Companies Act, 2013 has established a Vigil
Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected
fraud or violation of Company''s code of conduct or grievances & to provide adequate safeguards against
victimization of persons who may use such mechanism. The mechanism provides for direct access to the
Chairman of the Audit Committee in exceptional circumstances. The Audit Committee reviews and ensures
the adequacy of the system laid down by the Company for the said purpose and no concern was reported
during the financial year ended March 31,2024. The Vigil Mechanism/Whistle Blower Policy is posted on
the website of the Company and the web link for the same is http://owmnahar.com/leasing_ltd/pdf/Vigil-
Mechanism_Whistle-Blower-Policy-22.pdf

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee recommends to the Board, the Company''s policy on
Directors'', Key Managerial Personnel and Senior Management appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of director and other matters as per
Section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy is available on the
Company''s website and the web link for the same is http://owmnahar.com/leasing_ltd/pdf/Nomination-and-
Remuneration-Policy-22.pdf

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and
Remuneration Policy is annexed as Annexure-1 hereto and forms part of this report.

POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has adopted a policy for preservation of documents and the same is also available on
the Company''s website and the web link for the same is http://owmnahar.com/leasing_ltd/pdf/Policy-on-

Preservation-of-Documents-22.pdf

POLICY FOR DETERMINATION OF MATERIALITY OF THE DISCLOSURE OF EVENTS & INFORMATION:

In accordance with regulation 30 (4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a policy has been adopted regarding disclosures of any events or information which, in the opinion
of the board of directors is material and the same is also available on the Company''s website and the web
link for the same is http://owmnahar.com/leasingJtd/pdf/Policy-for-Determination-of-Materiality-of-Events-
or-Information-22.pdf

ARCHIVAL POLICY:

In accordance with regulation 30 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 an archival policy has been adopted by the Board. The Archival Policy is available on the Company''s
website and the web link for the same is http://owmnahar.com/leasing_ltd/pdf/Policy-on-Archival-of-
Documents-2022.pdf

OTHER POLICIES:

Your Company has also framed the Policies (i) the Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information; (ii) the Code of Conduct as required under SEBI (Prohibition of
Insider Trading) Regulations, 2015 and (iii) Policy on inquiry in case of leak of unpublished price sensitive
information (UPSI) and the same is available on the website of Company at www.owmnahar.com.

FORMAL ANNUAL/BOARD EVALUATION:

Pursuant to the Section 134(3) of the Companies Act, 2013, the Board has carried out an annual evaluation of
its own performance, performance of its Committees as well as directors individually. Further, the Independent
Directors of the Company met once during the year on February 05, 2025 to review the performance of
the Non-Independent Directors and performance of the Board as a whole, review the performance of the
Chairperson of the Company taking into account the views of non-executive directors, Composition of
Board / Committees, Quality and timely flow of information that is necessary for the Board to effectively and
reasonable perform their duties, frequency of meetings, and level of participation in discussions were some
of the parameters considered during the evaluation process and to take note of amendments and legal
updates related to independent directors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company is maintaining an efficient and effective system of Internal Financial Control for the facilitation of
speedy and accurate compilation of financial statements. The Company''s internal control system is designed
to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in
financial reporting and compliance with laws and regulations and procedures. Further, the statutory auditors
of the Company have verified the systems and processes and confirmed that the internal financial controls
system over financial reporting is operating effectively. Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed
M/s. Raj Gupta & Co., Chartered Accountants as an Internal Auditor of the Company. The Company has in
place adequate internal financial control systems with reference to the Financial Statements. The Internal
Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board
which also reviews the adequacy and effectiveness of the internal controls in the Company. During the year,
Company''s Internal Controls were tested and no reportable weakness in the system was observed.

Apart from this, an Audit Committee consisting of three non-executive directors has been constituted. All the
significant audit observation and follow up action thereon are taken care of by the Audit Committee. The
Committee oversees the adequacy of Internal Control. The Audit Committee met four times during the
financial year under review. The Company has also established a Vigil Mechanism as per Section 177(9) of
Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the purview of the requirements of Section 135 of the Companies Act,
2013 and the rules made thereon. Hence it is not applicable to the Company.

BUSINESS RISK MANAGEMENT:

The Company is mainly engaged in the business of financing and investment activities, its main sources of
income is interest income on loans and advances and dividend/income receivable on investments in Equity
Shares/Debentures/Bonds made and held by it in other companies. The financial business is always prone
to risks of capital market fluctuations and economic cycle. Your management at regular intervals evaluates
various risks faced by the Company which could affect its business operations or threaten its existence.
Major risks identified by the businesses and functions from time to time are systematically addressed through
mitigating actions on a continuing basis.

The Risk Management Committee of the Company was constituted on 09.08.2022, pursuant to the Reserve
Bank of India vide Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 dated October
22, 2021. The main terms of reference of the Committee is to review and monitor the risk associated with
Company''s business and suggest measures for mitigation/management of the same.

Further, to monitor and manage the risk associated with the Company''s investment/financial business, the
Company has developed and implemented a Risk Management Policy including therein identification and
risk mitigation measures. The Policy is also posted on Company''s website and the web link for the same is
http://www.owmnahar.com/leasing_ltd/pdf/risk-management-policy.pdf

MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY:

There were no material changes or commitments, affecting the financial position of the company which has
occurred between the end of Financial Year March 31,2025 and the date of this report.

PUBLIC DEPOSIT:

The Company is registered as Non-deposit taking Non-Banking Financial Company with RBI. The Company
has not accepted any Public Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules
made there under. There is no outstanding/unclaimed deposit from the public. However, the information as
required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as at the end of the year: Nil

(iii) Default in repayment of deposits and deposits which are not in compliance with the Requirements of
Chapter V of the Companies Act, 2013: N.A.

DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of 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) of the Companies Act, 2013:

a) That in the preparation of the annual accounts for the year ended on March 31,2025, 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 March 31,2025 and of the loss of the company for that period;

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

d) That the directors have prepared the annual accounts on a going concern basis;

e) That the directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and are operating effectively and

f) That the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL), ACT, 2013:

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy
against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules framed thereunder. The Company has complied with 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 2024-2025, the Company has
not received any complaint on sexual harassment and hence no complaint remains pending as of March 31,
2025.

CORPORATE GOVERNANCE:

Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions
as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not applicable to the Company
as the paid up equity share capital of the Company is Rs. 50,00,000/- (Rupees Fifty Lakhs) and net worth
of the Company is Rs. 2,79,82,286/- (Rupees Two Crore Seventy Nine Lakhs Eighty Two Thousand Two
Hundred Eighty Six Only) as on the last day of the previous financial year i.e. March 31,2025 which is not
exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest Audited Financial Statements as
at March 31,2025.

Whenever this regulation becomes applicable to the Company at a later date, the Company shall comply with
requirements of this regulation within six months from the date on which such provisions became applicable
to the Company.

AUDITORS AND THEIR REPORT:

(a) STATUTORY AUDITORS

M/s. V. V. Bhalla & Co., Chartered Accountants, Ludhiana (Firm Registration No. 002928N), having their
Office at E-64, Rishi Nagar, Ludhiana-141001, were appointed as Statutory Auditors of the Company in
the 39th Annual General Meeting to hold office for a term of five consecutive years from the conclusion of
the 39th Annual General Meeting (AGM) till the conclusion of 43rd Annual General Meeting (AGM) of the
Company to be held in the year 2027.

The Statutory Auditors of the Company have submitted the Auditor''s Report on the Financial Statements
of the Company for the Financial Year ended March 31,2025. The Auditor''s Report is self-explanatory
and requires no comments. Further, there are no adverse remarks or qualification in the Report that calls
for Board''s explanation. During the year under review, there were no frauds reported by Auditors under
Section 143(12) of Companies Act, 2013.

(b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI Listing Regulations,The
Board of Directors of the Company subject to the approval of the shareholders has recommended and
proposed the appointment of M/s M.G. Jindal & Associates, Company Secretaries in Practice (C.P. No.
2712) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years from the Financial
Year 2025-26 till Financial Year 2029-30, from the conclusion of 41st AGM till the conclusion of 46th AGM
to be held in the year 2030 to audit the Secretarial and other compliance related records of the Company.
Member''s attention is drawn to a Resolution proposing the appointment of M/s M.G. Jindal & Associates,
Company Secretaries in Practice, Ludhiana (C.P. No. 2712) as Secretarial Auditor of the Company which
is included at Item No. 4 of the Notice convening the Annual General Meeting.

Further pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company has been appointed M/s M.G. Jindal & Associates, Company Secretaries in Practice (C.P. No.

2712) to undertake the Secretarial Audit of the Company for the financial year 2024-2025. M/s M.G. Jindal
& Associates, Practicing Company Secretaries have carried out the Secretarial Audit for the financial year
ended March 31,2025. The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st
March, 2025 under the Act, read with rules made thereunder, is annexed herewith as Annexure 2 and
forms an integral part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditor in his Report for the year under review and therefore, does not call for any further comments.

(c) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the
Company has been appointed M/s. Raj Gupta & Co., Chartered Accountants to conduct the internal audit
of the Company for the financial year 2024-2025.

M/s. Raj Gupta & Co., Chartered Accountants performs the duties of internal auditors of the Company for
the financial year 2024-2025 and their report is reviewed by the audit committee.

MAINTENANCE OF COST RECORDS AND COST AUDIT:

The maintenance of Cost Records as specified by the Central Government under sub section (1) of Section
148 of the Companies Act, 2013 is not applicable to the Company as such the Cost Audit is also not applicable
to the Company as the Company is a Non-Banking Financial Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AND HOLDING COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company and Holding Company as
on March 31,2025.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There is no significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company''s operations in future.

DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

The information required pursuant to the provisions of Section 197 (12) read with rule 5 (1), 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto
as Annexure- 3 and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO:

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, are not applicable, as the Company is a Non-Banking Financial Company. Hence,
no disclosure is required.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34(3) and Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

GREEN INITIATIVE:

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the Corporate Governance” by
allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013,
the Company may send financial statements and other documents by electronic mode to its members.
Your Company has decided to join the MCA in its environmental friendly initiative. Accordingly, henceforth
Company propose to send documents such as Notice of the General Meetings, Postal Ballot Notice, Annual
Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of
shareholders. To support this green initiative of the Government in full measure, shareholders are requested

to register/update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are
having Demat A/c or send the same to the Company via e-mail at [email protected]. We solicit
your valuable co-operation and support in our endeavor to contribute our bit to the environment.

LISTING OF SECURITIES, LISTING FEES AND ANNUAL CUSTODY FEES:

The Securities of the Company are listed on BSE Limited (Scrip Code: 509099), Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001. The Company has paid the listing fee to the BSE Limited for the financial
year 2025-2026. The Company has also made the payment of Annual Custody fee to National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year
2025-2026.

DEMATERIALISATION OF SECURITIES:

Your Company has already established connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the holding
and trading of securities in electronic form. The shareholders, who have not gone in for dematerialization of
shares till date, are requested to opt for dematerialization of the shares at the earliest.

As per notifications and circulars issued by the Securities and Exchange Board of India (SEBI) from time
to time, the shares of the Company can be transferred only in dematerialized form. Members are advised
to dematerialized share(s) in the Company to facilitate transfer of share(s). The ISIN of the company is
INE811Q01018. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository
Participants and all other concerned are requested to send all communication in respect of Share Transfer,
Transmission/ Transposition, Demat/Remat and Change of Address etc. to our Registrar and Share Transfer
Agent at below mentioned address:

M/s Alankit Assignments Limited (Unit: Oswal Leasing Limited)

Alankit House, 4E/2, Jhandewalan Extension, New Delhi - 110 055
Email Address: [email protected]
Website: www.alankit.com

In case of any query/complaint remains unresolved with our Registrar and Share Transfer Agent of the
Company please write to Company Secretary at the registered office of the Company.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT:

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the
beginning of the year: Nil

(b) number of shareholders who approached listed entity for transfer of shares from suspense account
during the year: Nil

(c) number of shareholders to whom shares were transferred from suspense account during the year: Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the
end of the year: Nil

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims
the shares: Not Applicable

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Industrial Relations remained cordial throughout the year. A detailed section on Human Resources/
Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this
Annual Report.

OTHER DISCLOSURES:

(i) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement

to disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year is not applicable.

(ii) The requirement to disclose the details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons there of, is not applicable.

(iii) Disclosure of certain types of agreements binding listed entities (1) Information disclosed under clause
5A of paragraph A of Part A of Schedule III of these regulations: During the year under review, the
company has not entered into any such kind of agreements.

(iv) The Company has not defaulted in payment of interest and/ or repayment of loans to any of the
financial institutions and/ or banks during the year under review is not applicable.

ACKNOWLEDGEMENT:

The Board of Directors of the Company wish to place on record their sincere thanks to the shareholders
for their co-operation, faith and confidence in the management of the Company. The Company''s endeavor
would be to merit the confidence reposed in it by its stakeholders. Your Board acknowledges support and
cooperation received from all the regulatory authorities of the Central Government and State Government
respectively. It also express its sincere appreciation of the employees at all levels for being encouraged to
meet several challenges encountered and look forward to their valuable support and commitment in the
times ahead.

For and on behalf of the Board
For Oswal Leasing Limited

(Kamal Oswal)

Place: New Delhi Chairman

Date : 22.05.2025 DIN: 00493213

---

Mar 31, 2024

Your Directors have pleasure in presenting the Fortieth (40th) Annual Report of the Company along with the
Audited Financial Statements for the Financial Year ended March 31,2024. Your Company is a Non-Bank¬
ing Financial Company (Non- public deposit taking company) and registered under Reserve Bank of India
(“RBI”) vide registration number 14.00489 dated March 19, 1998.

FINANCIAL PERFORMANCE:

A summary of the Company''s Financial Performance for the Financial Year 2023-2024 is as under:

(Amt in Rs.)

PARTICULARS	Financial year ended on March 31, 2024	Financial year ended on March 31,2023
Revenue from operations	15,28,577	14,19,380
Other Income	7,50	1,500
Total income	15,29,327	14,20,880
Profit/Loss before tax	(3,94,339)	(2,37,094)
Less: Tax expenses - Current Tax	26,109	0
Profit/Loss after tax	(4,20,448)	(2,37,094)
Other Comprehensive Income	396000	55,000
Total Comprehensive Income	(24,448)	(1,82,094)
Earning Per Equity Share	(0.84)	(0.47)

INDIAN ACCOUNTING STANDARDS:

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind-AS)
as notified by Ministry of Corporate Affairs (MCA) under Section 133 of the Companies Act, 2013 read with
the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of
the Act and applicable guidelines issued by the Reserve Bank of India (RBI). The financial statements have
been prepared in accordance with the format prescribed for a Non-Banking Financial Company (NBFC) in
compliance of the Companies (Indian Accounting Standards) Rules, 2015, in Division III of Notification No.
GSR 1022 (E) dated October 11,2018, issued by the Ministry of Corporate Affairs.

FINANCIAL PERFORMANCE REVIEW AND STATE OF COMPANY AFFAIRS:

We would like to inform you that the Company''s activities can be classified under one segment namely;
Investment/Financial Activities. The Interest income earned during the year was Rs. 15,28,577/- (Previous
Year Rs. 14,19,380/- The dividend income earned during the year was Rs. Nil (Previous Year was also Nil).
The loss of the Company before tax of Rs. 3,94,339/- as compared to the loss before tax of Rs. 2,37,094/-
reported in the Previous Year. The Net Loss for the year stood at Rs. 4,20,448/- as compared to Net Loss of
Rs. 2,37,094/- reported in the Previous Year.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve. The
General Reserve of the Company stood at Rs. 2,35,625/- as at 31.03.2024. The loss of the Company after
tax of Rs. 4,20,448/- as on 31.03.2024 and the balance amount of Rs. 1,26,15,189/- is carried over to the
Balance Sheet.

DIVIDEND:

Due to loss suffered by the Company, your directors express their inability to recommend dividend for the
financial year ended on March 31,2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013
do not apply.

CHANGE IN THE NATURE OF BUSINESS:-

During the year under review, there was no change in the nature of the business of the Company.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31, 2024 stood at Rs. 50,00,000/-. During the year under
review, there was no change in the Company''s Issued, Subscribed and Paid-up Equity Share Capital. The
Company has not issued shares or convertible securities or shares with differential voting rights nor has
granted any stock options or sweat equity or warrants. As on March 31, 2024, none of the Directors of the
Company hold instruments convertible into Equity Shares of the Company.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report
to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:

As on March 31, 2024, the Board of Directors consists of 5 (Five) Directors i.e. 3 (Three) Non-Executive
Directors and 2 (Two) Non-Executive Independent Directors.

Ms. Palak Narang, ACS had resigned from the post of the Company Secretary and Compliance Officer with
effect from 03.10.2023.

Currently, Ms. Mani Saggi is appointed as Company Secretary and Compliance officer of the company with
effect from 17.10.2023.

Woman Director:

In terms of the provisions of Section 149 of the Companies Act, 2013, your Company has Smt. Monica Oswal
and Dr. Manisha Gupta as Woman Directors on the Board.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Smt. Monica Oswal (DIN:
00566052), Director of the Company, shall retire by rotation at the forthcoming Annual General Meeting of
the Company and being eligible, offers himself for re-appointment, on the same terms and conditions on
which he was appointed/ re-appointed.

In compliance with Regulation 36(3) of SEBI Listing Regulations and Secretarial Standards-2 on General
Meetings information about the Director proposed to be appointed / re-appointed is attached along with the
Notice calling the ensuing Annual General Meeting.

Statement of Declaration from Independent Directors:

In terms of Section 149(7) read with Schedule IV of the Companies Act, 2013, the Company has received
necessary declaration from all the Independent Directors of the Company. All Independent Directors of the
Company have given declarations that they meet the criteria of independence as laid down under Section
149(6) of the Act, Regulation 16(1 )(b) of the SEBI Listing Regulations along with the declaration that they
have registered themselves with the Independent Director''s Database maintained by the IICA as provided
in sub-rule (3) rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the
opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have
also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or

transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of
the Board of the Company.

Key Managerial Personnel:

The following persons are the Key Managerial Personnel (KMP''s) of the Company in accordance with the
provisions of Section 203 of Companies Act, 2013 and rules made there under:

Names of KMP’s	Designation
*Ms. Mani Saggi	Company Secretary (appointed w.e.f. 17.10.2023)
Mr. Ravi Kumar	Manager Cum Chief Financial Officer

* During the year under review, Ms. Palak Narang, ACS had resigned from the post of the Company Secretary
and Compliance Officer with effect from 03.10.2023.

Currently Ms. Mani Saggi is appointed as Company Secretary and Compliance officer of the company with
effect from 17.10.2023.

NUMBER OF BOARD MEETINGS HELD:

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business
discussions. However, in case of a special and urgent business need, the Board''s approval is taken by passing
resolution(s) through circulation, as permitted by law, which is confirmed in the subsequent Board Meeting.

During the year under review, the Board of Directors duly met on Five (5) occasions viz. May 22, 2023, August
11, 2023, October 17, 2023, November 09, 2023 and February 08, 2024 in respect of which proper notices
were given and the proceedings were properly recorded. The intervening gap between the Board Meetings
was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The Board has constituted the following committees in compliance with the Companies Act, 2013:

1. AUDIT COMMITTEE

The Audit Committee of the Company consists of Dr. Roshan Lal Behl as Chairman, Dr. Manisha Gupta
and Smt. Monica Oswal as Members as at 31.03.2024. The Composition and Terms of Reference of the
Audit Committee are in line with Section 177 of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Audit Committee met on four (4) occasions viz. May 22, 2023, August
11,2023, November 09, 2023 and February 08, 2024 to deliberate on various matters. The members of
the Committee are the persons with ability to read, understand the Financial Statement. Not more than
120 days lapsed between any two consecutive meetings of the Audit Committee during the year. There
have been no instances, where the Board has not accepted any recommendation of the Committee. The
necessary quorum was present at all the Meetings.

2. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company consists of Dr. Roshan Lal Behl as Chairman,
Dr. Manisha Gupta and Smt. Monica Oswal as Members as at 31.03.2024. The Composition and Terms
of Reference of the Stakeholders Relationship Committee are in line with Section 178 of the Companies
Act, 2013 and rules made thereunder.

During the year under review, the Stakeholders Relationship Committee met on four (4) occasions
viz. May 22, 2023, August 11, 2023, November 09, 2023 and February 08, 2024. The members of the
Committee are effectively address shareholders grievances. The necessary quorum was present at all
the meetings. No complaints remained unattended/ pending for more than thirty days. The Company has
no share transfers/ transmission pending as on 31st March, 2024. Further, no shareholders complaint/
grievance were received under ‘SCORES'' during the Financial Year 2023-2024.

3. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company consists of Dr. Roshan Lal Behl as
Chairman, Dr. Manisha Gupta and Smt. Monica Oswal as Members as at 31.03.2024. The Composition
and Terms of Reference of the Nomination and Remuneration Committee are in line with Section 178 of
the Companies Act, 2013 and rules made thereunder.

During the year under review, the Nomination and Remuneration Committee met on two (2) occasions
viz. August 11,2023 and October 17, 2023. The necessary quorum was present at all the meetings.

4. SHARE TRANSFER COMMITTEE

The Share Transfer Committee of the Company consists of Dr. Roshan Lal Behl as Chairman, Dr.
Manisha Gupta and Smt. Monica Oswal as Members as at 31.03.2024. The Share Transfer Committee
was constituted to expedite and streamline the process of transfer/ transmission/ Dematerialization/ Re¬
materialization of Equity Shares.

During the year under review, the Share Transfer Committee met on five (5) occasions viz. May 22,
2023, July 1,2023, August 11,2023, November 09, 2023 and February 08, 2024. The necessary quorum
was present at all the meetings.

The Company also obtains a Certificate of Compliance with the share transfer formalities from a
Practicing Company Secretary as required under Regulation 40(9) of SEBI Listing Regulations and has
submitted a copy of the said certificate with the Stock Exchange on yearly basis.

5. RISK MANAGEMENT COMMITTEE

The Risk Management Committee of the Company was constituted on 09.08.2022, pursuant to the
Reserve Bank of India vide Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22
dated October 22, 2021. The Risk Management Committee consists of three non-executive directors
namely; Dr. Roshan Lal Behl as Chairman, Dr. Manisha Gupta and Smt. Monica Oswal as members. The
main terms of reference of the Committee is to review and monitor the risk associated with Company''s
business and suggest measures for mitigation/management of the same.

During the year under review, the Risk Management Committee met on twice (2) occasion viz. July 31,
2023 and January 10, 2024. The necessary quorum was present at the meeting.

Further, to monitor and manage the risk associated with the Company''s investment/financial business,
the Company has developed and implemented a Risk Management Policy including therein identification
and risk mitigation measures. The Policy is also posted on Company''s website and the web link for the
same is http://www.owmnahar.com/leasing_ltd/pdf/risk-management-policy.pdf

Attendance Details of Board and Committee Meetings held during the Financial Year 2023-2024:

The details of meetings attended by the Members of Board as well as Committees are as follows:

Name of Directors	Category	No. of Board Meetings attended	No. of Committee Meetings Attended
			Audit	Stakeholders Relationship	Nomination and Remuneration	Share Transfer	Risk Manage¬ ment
Sh. Kamal Oswal	Chairman & Director	5 out of 5	-
Sh. Dinesh Gogna	Director	5 out of 5	-	-	-	-	-
Smt. Monica Oswal	Director	5 out of 5	4 out of 4	4 out of 4	2 out of 2	5 out of 5	2 out of 2
Dr. Roshan Lal Behl	Independent Director	5 out of 5	4 out of 4	4 out of 4	2 out of 2	5 out of 5	2 out of 2
Dr. Manisha Gupta	Independent Director	5 out of 5	4 out of 4	4 out of 4	2 out of 2	5 out of 5	2 out of 2

ANNUAL RETURN:

The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and the provisions of
Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the
financial year 2023-2024 in the Form MGT-7 has been uploaded on Company''s website and the web link for
the same is http://www.owmnahar.com/leasing_ltd/pdf/AnnualReturn2023-2024.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to Financial Statements forming a part of this Annual Report. The Company
being a Non-Banking Financial Company registered under Reserve Bank of India Act, 1934, thus the
provisions of Section 186 (except Sub Section 1) of the Companies Act, 2013 in respect of lending and
investment activities, are not applicable to the Company.

PARTICULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTIES:

During the year under review, transactions entered into with Group Companies/ Related Parties as per given
at Note No. 25 to the Financial Statements which were in the ordinary course of business at arm''s length
basis and in compliance with the applicable provisions of the Companies Act, 2013. No any contract or
arrangement was entered into with the Related Parties as per Section 188(1) of the Companies Act, 2013
during the financial year ended March 31, 2024. Thus, the requirement for disclosure as required under
Section 134(3)(n) of the Companies Act, 2013 for particulars of contracts or arrangement with related parties
referred to in Section 188(1) is not applicable to the Company.

We would like to inform you that during the year, no material related party transactions made by the Company
with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict
with interest of the Company at large or which warrants the approval of the shareholders.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company in accordance with Section 177 (9) of the Companies Act, 2013 has established a Vigil
Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected
fraud or violation of Company''s code of conduct or grievances & to provide adequate safeguards against
victimization of persons who may use such mechanism. The mechanism provides for direct access to the
Chairman of the Audit Committee in exceptional circumstances. The Audit Committee reviews and ensures
the adequacy of the system laid down by the Company for the said purpose and no concern was reported
during the financial year ended March 31, 2024. The Vigil Mechanism/Whistle Blower Policy is posted on
the website of the Company and the web link for the same is http://owmnahar.com/leasing ltd/pdf/Vigil-
Mechanism Whistle-Blower-Policv-22.pdf

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee recommends to the Board, the Company''s policy on
Directors'', Key Managerial Personnel and Senior Management appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of director and other matters as per
Section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy is available on the
Company''s website and the web link for the same is http://owmnahar.com/leasing ltd/pdf/Nomination-and-
Remuneration-Policy-22.pdf

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and
Remuneration Policy is annexed as Annexure-1 hereto and forms part of this report.

POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has adopted a policy for preservation of documents and the same is also available on
the Company''s website and the web link for the same is http://owmnahar.com/leasing ltd/pdf/Policy-on-
Preservation-of-Documents-22.pdf

POLICY FOR DETERMINATION OF MATERIALITY OF THE DISCLOSURE OF EVENTS & INFORMATION:

In accordance with regulation 30 (4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a policy has been adopted regarding disclosures of any events or information which, in the opinion
of the board of directors is material and the same is also available on the Company''s website and the web
link for the same is http://owmnahar.com/leasing ltd/pdf/Policv-for-Determination-of-Materialitv-of-Events-
or-Information-22.pdf

ARCHIVAL POLICY:

In accordance with regulation 30 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 an archival policy has been adopted by the Board. The Archival Policy is available on the Company''s
website and the web link for the same is http://owmnahar.com/leasing ltd/pdf/Policy-on-Archival-of-
Documents-2022.pdf

OTHER POLICIES:

Your Company has also framed the Policies (i) the Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information; (ii) the Code of Conduct as required under SEBI (Prohibition of
Insider Trading) Regulations, 2015 and (iii) Policy on inquiry in case of leak of unpublished price sensitive
information (UPSI) and the same is available on the website of Company at www.owmnahar.com.

FORMAL ANNUAL/BOARD EVALUATION:

Pursuant to the Section 134(3) of the Companies Act, 2013, the Board has carried out an annual evaluation of
its own performance, performance of its Committees as well as directors individually. Further, the Independent
Directors of the Company met once during the year on February 08, 2024 to review the performance of
the Non-Independent Directors and performance of the Board as a whole, review the performance of the
Chairperson of the Company taking into account the views of non-executive directors, Composition of
Board / Committees, Quality and timely flow of information that is necessary for the Board to effectively and
reasonable perform their duties, frequency of meetings, and level of participation in discussions were some
of the parameters considered during the evaluation process and to take note of amendments and legal
updates related to independent directors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company is maintaining an efficient and effective system of Internal Financial Control for the facilitation of
speedy and accurate compilation of financial statements. The Company''s internal control system is designed
to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in
financial reporting and compliance with laws and regulations and procedures. Further, the statutory auditors
of the Company have verified the systems and processes and confirmed that the internal financial controls
system over financial reporting is operating effectively. Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed
M/s. Raj Gupta & Co., Chartered Accountants as an Internal Auditor of the Company. The Company has in
place adequate internal financial control systems with reference to the Financial Statements. The Internal
Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board
which also reviews the adequacy and effectiveness of the internal controls in the Company. During the year,
Company''s Internal Controls were tested and no reportable weakness in the system was observed.

Apart from this, an Audit Committee consisting of three non-executive directors has been constituted. All
the significant audit observation and follow up action thereon are taken care of by the Audit Committee.

The Committee oversees the adequacy of Internal Control. The Audit Committee met four times during the
financial year under review. The Company has also established a Vigil Mechanism as per Section 177(9) of
Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the purview of the requirements of Section 135 of the Companies Act,
2013 and the rules made thereon. Hence it is not applicable to the Company.

BUSINESS RISK MANAGEMENT:

The Company is mainly engaged in the business of financing and investment activities, its main sources of
income is interest income on loans and advances and dividend/income receivable on investments in Equity
Shares/Debentures/Bonds made and held by it in other companies. The financial business is always prone
to risks of capital market fluctuations and economic cycle. Your management at regular intervals evaluates
various risks faced by the Company which could affect its business operations or threaten its existence.
Major risks identified by the businesses and functions from time to time are systematically addressed through
mitigating actions on a continuing basis.

The Risk Management Committee of the Company was constituted on 09.08.2022, pursuant to the Reserve
Bank of India vide Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 dated October
22, 2021. The main terms of reference of the Committee is to review and monitor the risk associated with
Company''s business and suggest measures for mitigation/management of the same.

Further, to monitor and manage the risk associated with the Company''s investment/financial business, the
Company has developed and implemented a Risk Management Policy including therein identification and
risk mitigation measures. The Policy is also posted on Company''s website and the web link for the same is
http://www.owmnahar.com/leasing_ltd/pdf/risk-management-policy.pdf

MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no material changes or commitments, affecting the financial position of the company which has
occurred between the end of Financial Year March 31,2024 and the date of this report.

PUBLIC DEPOSIT:

The Company is registered as Non-deposit taking Non-Banking Financial Company with RBI. The Company
has not accepted any Public Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules
made there under. There is no outstanding/unclaimed deposit from the public. However, the information as
required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as at the end of the year: Nil

(iii) Default in repayment of deposits and deposits which are not in compliance with the Requirements of
Chapter V of the Companies Act, 2013: N.A.

DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of 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) of the Companies Act, 2013:

a) That in the preparation of the annual accounts for the year ended on March 31, 2024, 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 March 31,2024 and of the loss of the company for that period;

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

d) That the directors have prepared the annual accounts on a going concern basis;

e) That the directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and are operating effectively and

f) That the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL), ACT, 2013:

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy
against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules framed thereunder. The Company has complied with 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 2023-2024, the Company has not
received any complaint on sexual harassment and hence no complaint remains pending as of March 31, 2024.

CORPORATE GOVERNANCE:

Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obliga¬
tions and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to

(i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not applicable to the
Company as the paid up equity share capital of the Company is Rs. 50,00,000/- (Rupees Fifty Lakhs) and net
worth of the Company is Rs. 2,77,02,815/- (Rupees Two Crore Seventy Seven Lakhs Two Thousand Eight
Hundred and Fifteen Only) as on the last day of the previous financial year i.e. March 31,2024 which is not
exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest Audited Financial Statements as
at March 31, 2024.

Whenever this regulation becomes applicable to the Company at a later date, the Company shall comply with
requirements of this regulation within six months from the date on which such provisions became applicable
to the Company.

AUDITORS AND THEIR REPORT:

(a) STATUTORY AUDITORS

M/s. V. V. Bhalla & Co., Chartered Accountants, Ludhiana (Firm Registration No. 002928N), having their
Office at E-64, Rishi Nagar, Ludhiana-141001, were appointed as Statutory Auditors of the Company in
the 39th Annual General Meeting to hold office for a term of five consecutive years from the conclusion
of the 39th Annual General Meeting (AGM) till the conclusion of 43rd Annual General Meeting (AGM)
of the Company to be held in the year 2027.

The Statutory Auditors of the Company have submitted the Auditor''s Report on the Financial Statements
of the Company for the Financial Year ended March 31,2024. The Auditor''s Report is self-explanatory
and requires no comments. Further, there are no adverse remarks or qualification in the Report that
calls for Board''s explanation. During the year under review, there were no frauds reported by Auditors
under Section 143(12) of Companies Act, 2013.

(b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the

Company has been appointed M/s M.G. Jindal & Associates, Company Secretaries in Practice (C.P.
No. 2712) to undertake the Secretarial Audit of the Company for the financial year 2023-2024.

M/s M.G. Jindal & Associates, Practicing Company Secretaries have carried out the Secretarial Audit
for the financial year ended March 31, 2024. The Secretarial Audit Report in Form No. MR-3 for the
financial year ended 31st March, 2024 under the Act, read with rules made thereunder, is annexed
herewith as Annexure 2 and forms an integral part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditor in his Report for the year under review and therefore, does not call for any further comments.

(c) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the
Company has been appointed M/s. Raj Gupta & Co., Chartered Accountants to conduct the internal
audit of the Company for the financial year 2023-2024.

M/s. Raj Gupta & Co., Chartered Accountants performs the duties of internal auditors of the Company
for the financial year 2023-2024 and their report is reviewed by the audit committee.

MAINTENANCE OF COST RECORDS AND COST AUDIT:

The maintenance of Cost Records as specified by the Central Government under sub section (1) of Section
148 of the Companies Act, 2013 is not applicable to the Company as such the Cost Audit is also not applicable
to the Company as the Company is a Non-Banking Financial Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AND HOLDING COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company and Holding Company as
on March 31,2024.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There is no significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company''s operations in future.

DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

The information required pursuant to the provisions of Section 197 (12) read with rule 5 (1), 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto
as Annexure- 3 and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO:

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, are not applicable, as the Company is a Non-Banking Financial Company. Hence,
no disclosure is required.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34(3) and Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

GREEN INITIATIVE:

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the Corporate Governance” by
allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013,

the Company may send financial statements and other documents by electronic mode to its members.
Your Company has decided to join the MCA in its environmental friendly initiative. Accordingly, henceforth
Company propose to send documents such as Notice of the General Meetings, Postal Ballot Notice, Annual
Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of
shareholders. To support this green initiative of the Government in full measure, shareholders are requested
to register/update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are
having Demat A/c or send the same to the Company via e-mail at [email protected]. We solicit
your valuable co-operation and support in our endeavor to contribute our bit to the environment.

LISTING OF SECURITIES, LISTING FEES AND ANNUAL CUSTODY FEES:

The Securities of the Company are listed on BSE Limited (Scrip Code: 509099), Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001. The Company has paid the listing fee to the BSE Limited for the financial
year 2024-2025. The Company has also made the payment of Annual Custody fee to National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year
2024-2025.

DEMATERIALISATION OF SECURITIES:

Your Company has already established connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the holding
and trading of securities in electronic form. The shareholders, who have not gone in for dematerialization of
shares till date, are requested to opt for dematerialization of the shares at the earliest.

As per notifications and circulars issued by the Securities and Exchange Board of India (SEBI) from time
to time, the shares of the Company can be transferred only in dematerialized form. Members are advised
to dematerialized share(s) in the Company to facilitate transfer of share(s). The ISIN of the company is
INE811Q01018. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository
Participants and all other concerned are requested to send all communication in respect of Share Transfer,
Transmission/ Transposition, Demat/Remat and Change of Address etc. to our Registrar and Share Transfer
Agent at below mentioned address:

M/s Alankit Assignments Limited (Unit: Oswal Leasing Limited)

Alankit House, 4E/2, Jhandewalan Extension, New Delhi - 110 055
Email Address: [email protected]
Website: www.alankit.com

In case of any query/complaint remains unresolved with our Registrar and Share Transfer Agent of the Com¬
pany please write to Company Secretary at the registered office of the Company.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE AC¬
COUNT:

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the
beginning of the year: Nil

(b) number of shareholders who approached listed entity for transfer of shares from suspense account
during the year: Nil

(c) number of shareholders to whom shares were transferred from suspense account during the year: Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the
end of the year: Nil

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims
the shares: Not Applicable

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Industrial Relations remained cordial throughout the year. A detailed section on Human Resources/
Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this
Annual Report.

OTHER DISCLOSURES:

(i) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and Bankrupt¬
cy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is
not applicable.

(ii) The requirement to disclose the details of difference between amount of the valuation done at the time
of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons there of, is not applicable.

(iii) Disclosure of certain types of agreements binding listed entities (1) Information disclosed under clause
5A of paragraph A of Part A of Schedule III of these regulations: During the year under review, the com¬
pany has not entered into any such kind of agreements.

(iv) The Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial
institutions and/ or banks during the year under review is not applicable.

ACKNOWLEDGEMENT:

The Board of Directors of the Company wish to place on record their sincere thanks to the shareholders
for their co-operation, faith and confidence in the management of the Company. The Company''s endeavor
would be to merit the confidence reposed in it by its stakeholders. Your Board acknowledges support and
cooperation received from all the regulatory authorities of the Central Government and State Government
respectively. It also express its sincere appreciation of the employees at all levels for being encouraged to
meet several challenges encountered and look forward to their valuable support and commitment in the
times ahead.

For and on behalf of the Board
For Oswal Leasing Limited

(Kamal Oswal)

Place: New Delhi Chairman

Date : 06.08.2024 DIN: 00493213

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2014.

FINANCIAL RESULTS (Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit before taxation 2,090,578 2,094,350

Less : Provision for taxation For Current Tax 694,300 658,000

Profit after tax 1,396,218 1,436,350

Add :Surplus as per last year 14,314,933 13,165,308 Provision for tax for earlier years (Provided) / Written back (Net) (3,152) 275

15,708,059 14,601,933

Less : Transfer to Statutory Reserve 280,000 287,000

Balance carried to Balance Sheet 15,428,059 14,314,933

OPERATIONS

During the year under review, the Company''s fund remained invested in loans and advances. The Interest income earned during the year was Rs. 24.37 Lacs (Previous Year Rs. 22.78 Lacs.)

The profit of the Company before taxation is Rs. 20.90 Lacs out of which Rs. 6.94 Lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs.2.80 Lacs has been appropriated towards Statutory Reserve Account in compliance to Section 45 IC of the Reserve Bank of India Act and the balance amount of Rs. 154.28 Lacs is carried over to the Balance Sheet.

DIVIDEND

With a view to plough back the profits and thereby have surplus funds at its disposal for consideration of expansion plans, the directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A and 58-AA of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Pursuant to section 149 of the Companies Act, 2013, SHRI DINESH GOGNA(DIN No.: 00496670), director of the Company retire by rotation of the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and BSE Limited, Floor 25, P. J. Towers, Dalai Street, Mumbai-400001. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2014-2015.

DEMATERIALISATION OF SECURITIES

Your company has established electronic connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. The shareholders are requested to opt for the dematerialization of the shares at the earliest.

Further as per SEBI circular no. D&CC/FITTC/CIR-15/2002 dated 27''h December, 2002; company has appointed MisAlankit Assignments Ltd. as Registrar for Share Transfer and electronic Connectivity. Accordingly all the shareholders, investors, members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communication in respect of Share Transfer, Demat/ Remat, and Change of Address etc. to our Registrar at below mentioned address:

M/s Alankit Assignments Limited

205-208, Anarkali Complex, Jhandewalan Extension New Delhi- 110005

Email Address: [email protected]

In case any query/complaint remains unresolved with our Registrar please write to Company at the Registered Office of the company

AUDITORS &AUDITOR''S REPORT

M/s. Raj Gupta & Co., Chartered Accountants, Ludhiana, being eligible offers themselves auditors of the Company for re-appointment. The Board of Directors has proposed the appointment of M/s. Raj Gupta & Co, as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The Company has obtained from the auditors a written consent and a certificate as required under Section 139 the Companies Act, 2013 to the effect that their re-appointment, if made, would be within the limits and in accordance with the conditions specified under section 141(3) (g) of the Companies Act,2013.

The Auditor''s Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments. Further there are no adverse remarks or qualification in the Report that calls for Board''s explanation.

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreement is not applicable to our company as the paid-up capital of the company is less than Rs.3 Crores.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment)Act, 2000, the Directors confirm that:-

1.) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures:

ii. appropriate accounting policies have been selected and applied consistently and have 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, 2014 and of the profits of the Company for the year ended on 31st March, 2014;

iii. proper and sufficient care has been taken 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; and

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956, a certificatefrom A.S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31" March, 2014 is appended herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217 (1) (e) of the Corn panies Act, 1956 read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under:-

i.) Conservation of Energy Not applicable

Technology Absorption Not applicable

iii.) Foreign Exchange Earnings & Outgo NIL

PARTICULAR OF EMPLOYEES

None of the employees are covered under Companies (Particulars of employee) Amendment Rule, 2011 made in accordance with Section 217(2A) of the Companies Act, 1956. Hence no statement U/S 217(2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their heartfelt thanks and appreciation to the bankers, for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their co-operation, faith and confidence in the management of the Company. The Company''s endeavor would be to merit the confidence reposed in it by its stakeholders.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/- (Vijay Gupta) (Navdeep Sharma) DIRECTOR DIRECTOR DIN: 00506399 DIN: 00454285

Place: New Delhi

Dated: 14.08.2014

---

Mar 31, 2013

The Directors have pleasure in presenting the 29th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2013.

FINANCIAL RESULTS (Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit before taxation 2,094,350 1,986,178

Less : Provision for taxation

For Current Tax 658,000 614,000

Profit after tax 1,436,350 1,372,178

Add : Surplus as per last year 13,165,308 12,064,411

Provision for tax for earlier years (Provided) / Written back (Net)

Deferred Tax Assets W/Off 275 3,719

14,601,933 13,440,308

Less : Transfer to Statutory Reserve 287,000 275,000

Balance carried to Balance Sheet 14,314,933 13,165,308

OPERATIONS

During the year under review, the Company''s fund remained invested in loans and advances. The Interest income earned during the year was Rs. 22.78 Lacs (Previous Year Rs. 21.20 Lacs.)

The profit of the Company before taxation is Rs. 20.94 Lacs out of which Rs. 6.58 Lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs.2.87 Lacs has been appropriated towards Statutory Reserve Account in compliance to Section 45 IC of the Reserve Bank of India Act and the balance amount of Rs. 143.14 Lacs is carried over to the Balance Sheet.

PROSPECTIVE PLANS AND BUSINESS STRATEGIES

In order to enhance its profitability, the company plans to enter into the manufacturing arena. For the purpose, your directors have proposed an amalgamation of M/s Vanaik Spinning Mills Limited with the Company. The Scheme of Amalgamation has been forwarded to the concerned authorities for their necessary approvals. This will increase the wealth of the shareholders and also open up new avenues for growth of the company, as a manufacturing concern.

DIVIDEND

With a view to plough back the profits and thereby have surplus funds at its disposal for consideration of expansion plans, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A and 58-AA of the Companies Act, 1956 and to which the Non-Banking

Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri KAMAL OSWAL, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2013-2014.

AUDITORS

M/s RAJ GUPTA & CO., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The Company has obtained from the auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section.

AUDITORS'' REPORT

The Auditors'' Report on the Accounts of the Company for the year under review is self explanatory and requires no comments. Further, there are no adverse remarks or qualification in the Report that calls for the Board''s explanation.

CORPORATE GOVERNANCE

The Corporate Governance clause under the Listing Agreement is not applicable to our company as the paid-up capital of the Company is less than Rs. 3 Crores.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors'' confirm that :—

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

ii) appropriate accounting policies have been selected and applied consistently and have 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, 2013 and of the profits of the Company for the year ended on 31st March, 2013;

iii) proper and sufficient care has been taken 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; and

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from M/s A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2013 is appended herewith.

PARTICULAR OF EMPLOYEES

None of the employees are covered under Companies (Particulars of employee) Amendment Rule, 2011 made in accordance with Section 217(2A) of the Companies Act, 1956. Hence no statement U/S 217(2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their heartfelt thanks and appreciation to the bankers for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their co operation, faith and confidence in the management of the Company. The Company''s Endeavour would be to merit the confidence reposed in it by its stakeholders.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/-

Place : New Delhi (Vijay Gupta) (Navdeep Sharma)

Dated : 12.08.2013 DIRECTOR DIRECTOR

---

Mar 31, 2012

The Directors have pleasure in presenting the 28th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2012.

FINANCIAL RESULTS (Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit before taxation 1,986,178 1,736,083

Less : Provision for taxation

For Current Tax 614,000 538,000

For Deferred Tax - 614,000 29,600 567,600

Profit after tax 1,372,178 1,168,483

Add : Surplus as per last year 12,064,411 11,144,688

Provision for tax for earlier years (Provided) / Written back (Net)

Deferred Tax Assets W/Off 3,719 (8,760)

13,440,308 12,304,411

Less: Transfer to Statutory Reserve 275,000 240,000

Balance carried to Balance Sheet 13,165,308 12,064,411

OPERATIONS

During the year under review, the Company''s fund remained invested in loans and advances. The Interest income earned during the year was Rs. 21.20 Lacs (Previous Year Rs. 19.74 Lacs.)

The profit of the Company before taxation is Rs. 19.86 Lacs out of which Rs. 6.14 Lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs.2.75 Lacs has been appropriated towards Statutory Reserve Account in compliance to Section 45 IC of the Reserve Bank of India Act and the balance amount of Rs. 131.65 Lacs is carried over to the Balance Sheet.

DIVIDEND

With a view to plough back the profits and thereby have surplus funds at its disposal for consideration of expansion plans, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri VIJAY GUPTA, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2012-2013.

AUDITORS

M/s RAJ GUPTA & CO., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The Company has obtained from the auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section.

AUDITORS'' REPORT

The Auditors'' Report on the Accounts of the Company for the year under review is self explanatory and requires no comments. Further, there are no adverse remarks or qualification in the Report that calls for the Board''s explanation.

CORPORATE GOVERNANCE

The Corporate Governance clause under the Listing Agreement is not applicable to our company as the paid-up capital of the Company is less than Rs. 3 Crores.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors'' confirm that:—

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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 31 st March, 2012 and of the profits of the Company for the year ended on 31st March, 2012;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from M/s A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2012 is enclosed herewith.

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

Information as per Section 217 (1)(e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under

i) Conservation of Energy : NotApplicable

ii) Technology Absorption : NotApplicable

iii) Foreign Exchange Earnings & Outgo : NIL

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more and when employed for part of the year, was paid Rs. 2,00,000/- RM. or more as salary. Hence no statement u/s 217 (2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their heartfelt thanks and appreciation to the bankers, customers and staff members for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their co operation, faith and confidence in the management of the Company. The Company''s endeavour would be to merit the confidence reposed in it by its stakeholders.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/-

Place : New Delhi (Vijay Gupta) (Navdeep Sharma)

Dated : 23.08.2012 DIRECTOR DIRECTOR

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2011.

FINANCIAL RESULTS (Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit before taxation 1,736,083 1,349,663

Less : Provision for taxation

For Current Tax 538,000 429,500

For Deferred Tax 29,600 567,600 (11,200) 418,o00

Profit after tax 1,168,483 931,363

Add : Surplus as per last year 11,144,688 10,414,904

Provision for tax for earlier years (Provided)/Written back (Net) (8760) 46

Deferred Tax 0 (8,760) (1625) (1,579) Assets W/Off 12,304,411 11,344,688

Less: Transfer to 240,000 200,000 Statutory Reserve

Balance carried to 12,064,411 11,144,688 Balance Sheet

OPERATIONS

During the year under review, the Company''s fund remained invested in loans and advances. The Interest income earned during the year was Rs. 19.74 Lacs (Previous Year Rs. 18.79 Lacs.)

The profit of the Company before taxation is Rs. 17.36 Lacs out of which Rs. 5.68 Lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs.2.40 Lacs has been appropriated towards Statutory Reserve Account in compliance to Section 45IC of the Reserve Bank of India Act and the balance amount of Rs. 120.64 Lacs is carried over to the Balance Sheet.

COMMENCEMENT OF NEW BUSINESS

The Company had a proposal for amalgamation of M/s Vanaik Spinning Mills Limited and Nahar Financial & Investment Limited with the company. Accordingly the Scheme was sent to the Stock Exchanges for their approval. But due to some technical reasons, approval has not yet been received by the Company. To overcome those technical difficulties, the Board of Directors are in the process of revising the Scheme.

After the Board of Directors complete this exercise, they shall forward the same to the Stock Exchanges for their approval. Once the Company receives an in principle approval from the Stock Exchanges, the Scheme will then be put up before the shareholders for their approval.

DIVIDEND

With a view to plough back the profits and thereby have surplus funds at its disposal for consideration of expansion plans, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri AMARJEET SINGH Director of the Company expired on 30th May, 2011. The Board wishes to place on record its appreciation to the valuable services rendered by Shri Amarjeet Singh, during his tenure as Director and express their deep condolences to the bereaved family. The Board also did not fill up the vacancy caused by the death of Shri. Amarjeet Singh.

Shri DINESH GOGNAand Shri NAVDEEP SHARMA, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2011-2012.

AUDITORS

M/s RAJ GUPTA & CO., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The Company has obtained from the auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section.

AUDITORS'' REPORT

The Auditors'' Report on the Accounts of the Company for the year under review is self explanatory and requires no comments. Further, there are no adverse remarks or qualification in the Report that calls for the Board''s explanation.

CORPORATE GOVERNANCE

The Corporate Governance clause under the Listing Agreement is not applicable to our company as the paid-up capital of the Company is less than Rs. 3 Crores.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors'' confirm that :—

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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, 2011 and of the profits of the Company for the year ended on 31 st March, 2011;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from M/s A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2011 is enclosed herewith.

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

Information as per Section 217 (1 )(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy Not Applicable

ii) Technology Absorption Not Applicable

iii) Foreign Exchange Earnings & Outgo NIL

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more and when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary. Hence no statement u/s 217 (2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their heartfelt thanks and appreciation to the bankers, customers and staff members for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their co operation, faith and confidence in the management of the Company. The Company''s endeavour would be to merit the confidence reposed in it by its stakeholders.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/- (Vijay Gupta) (Navdeep Sharma) DIRECTOR DIRECTOR

Place : New Delhi Dated : 30.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report along with the Audited Accounts for the Financial Year ending 31 st March, 2010.

FINANCIAL RESULTS (Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit before taxation 1,349,663 1,275,445

Less : Provision for taxation

For Current Tax 429,500 394,300

For Fringe Benefit Tax 0 2,002

For Deferred Tax (11,200) 418,300 (103) 396,199

Profit after tax 931,363 879,246

Add : Surplus as per last year 10,414,904 9,717,650

Provision for tax for earlier years (Provided)/Written back (Net) 46

Deferred Tax Assets W/Off (1,625) (1,579) (1,992)

11,344,688 10,594,904

Less: Transfer to Statutory Reserve 200,000 180,000

Balance carried to Balance Sheet 11,144,688 10,414,904

OPERATIONS

During the year under review, the Companys fund remained invested in loans and advances. The Interest income earned during the year was Rs. 18.79 Lacs (Previous Year Rs. 17.96 Lacs.)

The profit of the Company before taxation is Rs. 13.50 Lacs out of which Rs. 4.18 Lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs.2.00 Lacs has been appropriated towards Statutory Reserve Account in compliance to Section 45IC of the Reserve Bank of India Act and the balance amount of Rs. 111.45 Lacs is carried over to the Balance Sheet.

COMMENCEMENT OF NEW BUSINESS

The Company, in order to enhance its profitability has plans to enter into the manufacturing arena. For easy commencement of business in the manufacturing sector, the Company had proposed an amalgamation of M/s Vanaik Spinning Mills Limited and M/s Nahar Financial & Investment Limited with the Company, which is still under consideration. The Scheme of Amalgamation has been forwarded to the stock exchanges for their No Objection Certificate.

The Board of Directors feel that the Scheme of Amalgamation needs to be revised suitably, in order to overcome certain technical difficulties and ensure approval by the Stock Exchanges. After making suitable revisions to the existing scheme, the same will be sent to the stock exchanges for their approval. The Scheme will then be put up before the shareholders for their approval. •

DIVIDEND

With a view to plough back the profits and thereby have surplus funds at its disposal for consideration of expansion plans, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri KAMAL OSWAL and Shri VIJAY GUPTA, directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri Narinder Kumar Tyagi, Director of the Company tendered his resignation during the current year and the Board decided not to fill the vacancy caused by his resignation. The Board thanks him for his efforts and expertise as Director and places on record the valuable services rendered during his tenure.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2010-2011.

AUDITORS

M/s RAJ GUPTA& CO., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The Company has obtained from the auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company for the year under review is self explanatory and requires no comments. Further, there are no adverse remarks or qualification in the Report that calls for the Boards explanation.

CORPORATE GOVERNANCE

The Corporate Governance clause under the Listing Agreement is not applicable to our company as the paid-up capital of the Company is less than Rs. 3 Crores.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that :—

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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 31 st March, 2010 and of the profits of the Company for the year ended on 31st March, 2010;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from M/s A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2010 is appended herewith.

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

Information as per Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy : Not Applicable

ii) Technology Absorption : Not Applicable

iii) Foreign Exchange Earnings & Outgo : NIL

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more and when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary. Hence no statement u/s 217 (2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their heartfelt thanks and appreciation to the bankers, customers and staff members for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their co operation, faith and confidence in the management of the Company. The Companys endeavour would be to merit the confidence reposed in it by its stakeholders.

For & On behalf of the Board

Sd/- Sd/-

Place : New Delhi (Vijay Gupta) (Navdeep Sharma)

Dated: 30.08.2010 Director Director

---

Mar 31, 2009

The Directors have pleasure in presenting the 25th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2009.

FINANCIAL RESULTS

PARTICULARS CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs.)

Profit before taxation 1,275,445 1,152,796

Less :Provision for taxation

For Current Tax 394,300 357,000 For Fringe Benefit Tax 2,002 1,868 For Deferred Tax (103) 396,199 (252) 358,616 Profit after tax 879,246 794,180

Add: Surplus as per last year 9,717,650 9,083,329 : Provision for tax for earlier years

(Provided) / Written back (Net) (1992) 141

10,594,904 877,650 Less: Transfer to Statutory Reserve 180,000 160,000 Balance carried to Balance Sheet 10,414,904 9,717,650

OPERATIONS

During the year under review, the Companys fund remained invested in loans and advances. The Interest income earned during the year was Rs. 17.96 Lacs (Previous Year Rs. 15.59 Lacs.)

The profit of the Company before taxation is Rs. 12.75 Lacs out of which Rs. 3.96 Lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs.1.80 Lacs has been appropriated towards Statutory Reserve Account in compliance to Section 45 IC of the Reserve Bank of India Act and the balance amount of Rs. 104.15 Lacs is carried over to the Balance Sheet.

COMMENCEMENT OF NEW BUSINESS

During the year under consideration, the Board of Directors had considered to start a new business in the Company. The various proposals were considered and thereafter it was decided to commence new business. A strategic amalgamation with the Company having existing industrial activity is most appropriate method for new business. Thus IWs. Vanaik Spinning Mills Ltd having business of manufacturing of plastic bags and another financial company M/s. Nahar Financial and Investment Ltd were identified for the purpose of amalgamation with our Company with their existing sources of funds and business. After drafting the scheme of amalgamation, the board has forwarded the scheme of amalgamation to Delhi Stock Exchange and Bombay Stock Exchange and approval of the same is withheld by Bombay Stock Exchange in view of some technical reasons. After getting formal approval from the respective stock exchanges, the scheme will be put up before shareholders for their approval.

DIVIDEND

With a view to plough back the profits and thereby have surplus funds at its disposal for consideration of expansion plans, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri Dinesh Gogna and Shri Narinder Kr. Tyagi, directors of the company retire by rotation at the forthcoming Annual General meeting and being eligible, offer themselves for reappointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2009-2010.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The company has obtained from the auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company for the year under review is self explanatory and requires no comments. Further, there are no adverse remarks or qualification in the report that calls for the Boards explanation.

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreement is not applicable to our company as the paid-up capital of the company is less than Rs. 3 Crores.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A A) of the Companies (Amendment) Act, 2000, the Directors confirm that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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, 2009 and of the profits of the Company for the year ended on 31st March, 2009;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2009 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217(1) (e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy ; Not Applicable

ii) Technology Absorption Not Applicable

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more and when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary. Hence no statement U/S 217 (2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their heartfelt thanks and appreciation to the bankers, customers and staff members for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their co operation, faith and confidence in the management of the company. The companys endeavour would be to merit the confidence reposed in it by its stakeholders.

For & On behalf of the Board

Place : New Delhi (Vijay Gupta) (Navdeep Sharma) Dated : 31.08.2009 Director Director

---

Mar 31, 2008

The Directors have pleasure in presenting the 24th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2008.

FINANCIAL RESULTS

PARTICULARS CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs.)

Profit before taxation 1,152,796 996,118

Less : Provision for taxation

For Current Tax 357,000 336,000

For Fringe Benefit Tax 1,868 1,814

For Deferred Tax (252) 358,616 (514) 337,300

Profit after tax 794,180 658,818

Add : Surplus as per last year 9,083,329 8,557,261

: Provision for tax for earlier years (Provided)/Written back (Net) 141 (750)

9,877,650 9,215,329

Less Transfer to Statutory Reserve 160,000 132,000

Amount carried to Balance Sheet 9,717,650 9,083,329

OPERATIONS

During the year under review, the Companys fund remained invested in loans .and advances. The Interest income earned during the year was Rs. 15.59 Lacs (Previous Year Rs. 13.46 Lacs.)

The profit of the Company before taxation is Rs. 11.53 Lacs out of which Rs. 3.59 Lacs has been provided towards tax liability of the company Out of the balance available, a sum of Rs. 1.60 Lacs has been appropriated towards Statutory Reserve Account in compliance to Section 45 IC of the Reserve Bank of India Act and the balance amount of Rs. 97.18 Lacs is carried over to the Balance Sheet.

COMMENCEMENT OF NEW BUSINESS

The Directors of your company had apprised you of the proposal to commence new business activity in Plastic Industry either by establishing a new industrial unit or by acquiring an existing industrial unit through purchase or by merger / amalgamation. Now the Board of Directors have identified a prospective Company M/s Vanaik Spinning Mills Limited which is engaged in the business of manufacture of plastic sheets for industrial packaging. The Board proposes to acquire their business by way of amalgamation.

The Company has also found another prospective company M/s Nahar Financial and Investment Limited which is in the same activities of business as your Company.

These matters are still in the seedling stage and various matters as to valuations, terms and conditions are yet to be finalised. The Board hopes to see this matter fructify at the earliest at this would be a boost for the company to enter into production and selling line to make your Company more profitable.

DIVIDEND

With a view to plough back the profits and thereby have surplus funds at its disposal for consideration of expansion plans, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The1 company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri Amarjeet Singh and Shri Navdeep Sharma, directors of the company retire by rotation at the forthcoming Annual General meeting and being eligible, offer themselves for reappointment.

LISTING OF SECURITIES

TheJ securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2008-2009.

AUDITORS

M/slRaj Gupta & Co., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The company has obtained from the auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section.

AUDITORS REPORT

The Auditors Report on the Accouns of the Company for the year under review is self explanatory and requires no comments. Further, there are no adverse remarks or qualification in the report that calls for the Boards explanation.

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreement is not applicable to our company as the paid-up capital of the company is less than Rs. 3 Crores.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that :—

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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 31 st March, 2008 and of the profits of the Company for the year ended on 31st March, 2008;

iii) proper and sufficient care has been taken 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;

w) the annual accounts have been prepared on a going concern basis

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383AoftheCompaniesAct, 1956, a certificate from A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2008 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy Not Applicable

li) Technology Absorption NotApphcable

in) Foreign Exchange Earnings & Outgo NIL

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more and when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary. Hence no statement U/S 217 (2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their heartfelt thanks and appreciation to the bankers, customers and staff members for their continued support to the Company. The Directors also place on record their sincere thanks to the shareholders for their co operation, faith and confidence in the management of the company. The companys endeavour would be to merit the confidence reposed in it by its stakeholders.

For & On behalf of the Board

Place : New Delhi (Vijay Gupta) (Navdeep Sharma) Dated : 30.08.2008 Director Director

---

Mar 31, 2007

The Directors have pleasure in presenting the 23rd Annual Report along with the Audited Accounts for the Financial Year ending 31st March 2007.

FINANCIAL RESULTS

CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs)

Profit before taxation 996,118 971,082 Less : Provision for taxation for Current Tax 336,000 326,500 For Fringe Benefit Tax 1,814 2.500 For Defered Tax (514) (1,369) 337,300 327631 Profit after tax 658,818 643.451 Add : Surplus as per last year 8,557,261 8,039,177 Provision for tax for earlier years (Provided)/Written back (Net) (750) 4,633 9,215,329 8,687.261 Less Transfer to Special Reserve 132,000 130,000 Balance carried to Balance Sheet 9,083,329 8,557,261

OPERATIONS

During the year under review, the Companys fund remained invested in loans and advances The Interest income earned during the year was Rs. 13.46 Lacs (Previous Year Rs. 12.92 Lacs.)

The profit of the Company before taxation is Rs. 9.96 Lacs out of which Rs. 3.37 Lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs 1 32 Lacs has been appropriated towards Special Reserve Account in compliance to Section 45 1C of the Reserve Bank of India Act and the balance amount of Rs. 90.83 Lacs is carried over to the Balance Sheet.

COMMENCEMENT OF NEW BUSINESS

In order to diversify the activities of the company, the directors of your company has proposed to commence new business activity of Plastic and Rubber Industry either by establishing new industrial unit itself or by acquiring an existing industrial unit through purchase or by merger/ amalgamation. The company is authorized to undertake the proposed business as mentioned under sub clause 37 of clause III C of the object clause of the Memorandum of Association of the company.

In view of above, your directors have proposed the resolution in the accompanying notice of the forthcoming Annual General Meeting, for your approval

DIVIDEND

With 3 view to plough back the profits, your directors do not recommend any dividend for the year under consideration

PUBLIC DEPOSITS

The company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non- Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions. 1998 apply.

DIRECTORS

Shri Kamal Oswal and Shri Vijay Gupta, directors of the company retire by rotation at the forthcoming Annual General meeting and being eligible offer themselves for reappointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1,AsafAli Road, New Delhi and The Bombay Stock Exchange Ltd , Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2007-2008.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The company has obtained from the auditors, a certificate as required under Section 224(1 -B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section

AUDITORS REPORT

The Auditors Report on the Accouns of the Company for the year under review is self explanatory and requires no comments.

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreements is not applicable to our company as the paid-up capital of the company is less than Rs. 3 Crores.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A A) of the Companies (Amendment) Act, 2000, the Directors confirm that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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 31 st March, 2007 and of the profits of the Company for the year ended on 31 st March, 2007;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31 st March, 2007 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy : Not any

ii) Technology Absorption : Not any

iii) Foreign Exchange Earnings & Outgo : Not any

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more and when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary. Hence no statement U/S 217 (2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks and appreciation to the staff members for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co- operation and confidence in the management of the company.

For & On behalf of the Board

Place : New Delhi (Kamal Oswal) Dated : 29.09.2007 Chairman

---

Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTOR'S REPORT

Your Directors have pleasure in submitting the 22nd Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2006.

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs.)

Profit before taxation 971,082.00 1,031,981.00 Less: Provision for taxation 327,631.00 382,613.00 Profit after tax 643,451.00 649,368.00 Add: Surplus as per last year 8,039,177.00 7,524,518.00 Provision for tax for earlier years (Provided)/Written back (Net) 4,633.00 291.00 8,687,261.00 8,174,177.00 Less: Transfer to Special Reserve 130,000.00 135,000.00 Balance carried to Balance Sheet 8,557,261.00 8,039,177.00

OPERATIONS

During the year under review, the Company's fund remained invested in loans and advances. The Interest income earned during the year was Rs. 12.92 Lacs (Previous Year Rs. 13.68 Lacs.)

The profit of the Company before taxation is Rs. 9.71 Lacs out of which Rs.3.28 Lacs has been provided towards tax liability of the company. Out of the balance available, a further sum of Rs.1.30 Lacs has been appropriated towards Special Reserve Account in compliance to Section 45IC of the Reserve Bank of India Act and the balance amount of Rs. 85.57 Lacs is carried over to the Balance Sheet.

DIVIDEND

With a view to plough back the profits, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri Dinesh Gogna and Shri Narinder K. Tyagi, directors of the company retire by rotation at the forthcoming Annual General meeting and being eligible offer themselves for reappointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid, the listing fee to the aforesaid Stock Exchanges for the financial year 2006-2007.

AUDITORS

M/s. Raj Gupta & Co., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The company has obtained from the auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the limits specified in the said section.

AUDITORS' REPORT

The Auditors' Report on the Accounts of the Company for the year under review is self explanatory and requires no comments.

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreements is not applicable to our company as the paid-up capital of the company is less than Rs. 3 Crores.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently and have made judgements 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, 2006 and of the profits of the Company for the year ended on 31st March, 2006;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from A.S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2006 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under:

i) Conservation of Energy : Not any ii) Technology Absorption : Not any iii) Foreign Exchange Earnings & Outgo : Not any

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more and when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary. Hence no statement U/S 217(2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks and appreciation to the staff members for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, cooperation and confidence in the management of the company.

By Order of the Board of Directors

Place : New Delhi (Kamal Oswal) Dated : 31.08.2006 Chairman

COMPLIANCE CERTIFICATE

Registration No. of the Company : 55-16036 Nominal Share Capital : Rs. 3.5 Crores. Paid-up Share Capital : Rs. 49.84 Lacs.

To, The Members Oswal Leasing Limited 105, Ashoka Estate Building, 24, Barakhamba Road, New Delhi-110001.

We have examined the registers, records, books and papers of Oswal Leasing Limited (the company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March, 2006. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents, We certify that in respect of the aforesaid financial year:

1. The company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded;

2. The company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder;

3. The company being a public limited company has the paid-up capital of Rs.49.84 Lacs,

4. The Board of Directors duly met eight times on 30/04/2005, 30/07/2005, 30/08/2005, 01/09/2005, 15/09/2005, 31/10/2005, 30/01/2006 & 31/03/2006 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purposes;

5. The company closed its Register of Members from 27.09.2005 to 30.09.2005 and necessary compliance of section 154 of the Act has been made;

6. The annual general meeting for the financial year ended on 31st March, 2005 was held on 30/09/2005 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose;

7. No extra-ordinary meeting was held during the financial year;

8. The company has not advanced any loan to its directors and/or persons or firms or companies referred in the section 295 of the Act;

9. The company has not entered into any contract with in the purview of section 297 of the Act;

10. The company has made necessary entries in the register maintained under section 301 of the Act;

11. As there was no instance falling within the purview of section 314 of the Act, therefore, the company has not obtained any approvals from the Board of Directors, members or Central Government, as the case may be;

12. The company has not issued any duplicate shares certificates during the financial year;

13. The company has:

(i) Made transfer/transmission of securities during the financial year in accordance with the provision of the Act;

(ii) Not deposited any amount of dividend in a Separate Bank Account as no dividend was declared during the year;

(iii) Not paid/posted warrants for dividend to any member of the company as no dividend was declared;

(iv) duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the company is duly constituted. There was no case of appointment of additional director, alternate director and directors to fill the casual vacancy during the financial year.

15. The company has not appointed any Managing Director/Whole-time Director/Manager during the financial year;

16. The company has not appointed any sole-selling agents during the financial year;

17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and/or such other authorities as may be prescribed under the various provisions of the Act;

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder;

19. The company has not issued any shares, debentures or other securities during the financial year;

20. The company has not bought back any shares during the financial year;

21. There was no redemption of preference shares or debentures during the financial year as the company has never issued any preference shares or debentures;

22. There was no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.;

23. The company has not invited/accepted any deposit including any unsecured loan falling within the purview of section 58A during the financial year;

24. The company has not made any borrowing during the year under certification.;

25. The company has made loans and advances to other bodies corporate in compliance with the provisions of the Act;

26. The company has not altered the provisions of the memorandum with respect to situation of the company's registered office from one state to another during the year under scrutiny;

27. The company has not altered the provisions of the memorandum with respect to the objects of the company during the year under scrutiny;

28. The company has not altered the provisions of the memorandum with respect to name of the company during the year under scrutiny;

29. The company has not altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny;

30. The company has not altered its articles of association during the year;

31. There was no prosecution initiated against or show cause notices received by the company during the financial year, for offences under the Act;

32. The company has not received any money as security from its employees during the year under certification;

33. The company has not deducted any contribution towards Provident Fund during the year as section 418 of the Act is not applicable to the company;

Place: New Delhi for A.S. & Associates Date : 31.08.2006 Company Secretaries

ANIL SETIA C.P. No.: 4956

ANNEXURE - A

REGISTERS AS MAINTAINED BY THE COMPANY

Sl. Name of Register Under Section No.

1. Register of Members & Index of Members 150 & 151

2. Register of Share Transfer 108

3. Register of Particulars of contracts in which directors are interested 301

4. Register of Directors, Managing Directors, Manager and Secretary 303

5. Register of Directors' shareholdings 307

6. Minutes of Meetings of Board of Directors 193

7. Minutes of Meetings of the members 193

8. Register of Mortgage & Charges 143

9. Register of Directors' Attendance -

10. Register of Share Certificate 113

11. Register of Renewed and Duplicate Share Certificate 113

12. Books of Accounts 209

13. Register of Loans and Advances 372A

ANNEXURE-B

FORMS AND RETURNS AS FILED BY THE COMPANY WITH THE REGISTRAR OF COMPANIES, REGIONAL DIRECTOR, CENTRAL GOVERNMENT OR OTHER AUTHORITIES DURING THE FINANCIAL YEAR ENDING 31st MARCH, 2006.

Sl. Document Under Section Date of Filing No.

1. Annual Return made up to 30/09/2005 Filed U/S 159/161 29/11/2005

2. Balance Sheet and Profit & Loss Account Filed U/S 220 24/10/2005 as at 31/03/2005.

3. Compliance Certificate for the Financial Filed U/S 383A 24/10/2005 Year ending 31/03/2005.

---

Mar 31, 2005

Your Directors have pleasure in submitting the 21st Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2005.

FINANCIAL RESULTS

CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs.)

Profit before taxation 1,031,981.00 1,111,431.00

Less: Provision for taxation 382,613.00 399,000.00

Profit aftertax 649,368.00 712,431.00

Add : Surplus as per last year 7,524,518.00 6,957,711.00

: Provision for tax for earlier years (Provided)/Written back (Net) 291.00 (624.00)

8,174,177.00 7,669,518.00

Less: Transfer to Special Reserve 135,000.00 145,000.00

Balance carried to Balance Sheet 8,039,177.00 7,524,518.00

OPERATIONS

During the year under review, the Companys fund remained invested in loans and advances. The Interest income earned during the year was Rs. 13.68 Lacs (Previous Year Rs. 14.23 Lacs.)

The profit of the Company before taxation is Rs. 10.32 Lacs out of which Rs. 3.83 Lacs has been provided towards tax liability of the company. Out of the balance available, a further sum of Rs.1.35 Lacs has been appropriated towards Special Reserve Account in compliance to Section 45 1C of the Reserve Bank of India Act and the balance amount of Rs. 80.39 Lacs is carried over to the Balance Sheet.

DIVIDEND

With a view to plough back the profits, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri Amarjeet Singh and Shri Navdeep Sharma, directors of the company retire by rotation at the forthcoming Annual General meeting and being eligible offer themselves for reappointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, AsafAli Road, New Delhi and The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2005-2006.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, Ludhiana, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The company has obtained from the auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that re-appointment, if made, would be within the limits specified in the said section.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company for the year under review is self explanatory and requires no comments.

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreements is not applicable to our company as the paid-up capital of the company is less than Rs. 3 Crores.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A A) of the Companies (Amendment) Act, 2000, the Directors confirm that:—

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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, 2005 and of the profits of the Company for the year ended on 31st March, 2005;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2005 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy : Not any

ii) Technology Absorption : Not any

iii) Foreign Exchange Earnings & Outgo : Not any

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more, when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary. Hence no statement U/S 217 (2A) of the Companies Act, 1956 is required.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks and appreciation to the staff members for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co- operation and confidence in the management of the company.

By Order of the Board of Directors Place : New Delhi (Kamal Oswal) Dated : 01.09.2005 Chairman

COMPLIANCE CERTIFICATE

Registration No. of the Company : 55-16036

Nominal Share Capital : Rs. 3.5 Crores.

Paid-up Share Capital : Rs. 49.84 Lacs.

To, The Members Oswal Leasing Limited 105, Ashoka Estate Building, 24, Barakhamba Road, New Delhi-110001.

We have examined the registers, records, books and papers of Oswal Leasing Limited (the company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March, 2005. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents, We certify that in respect of the aforesaid financial year:

1. the company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded;

2. the company has duly filed the forms and returns as stated in Annexure `B to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder;

3 the company being a public limited company has the paid-up capital of Rs.49.84 Lacs;

4. the Board of Directors duly met seven times on 30/04/2004, 31/07/2004, 30/08/2004, 25/09/2004, 30/10/2004, 31/01/2005 & 31/03/2005 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purposes;

5 the company closed its Register of Members from 27.09.2004 to 30.09.2004 and necessary compliance of section 154 of the Act has been made;

6. the annual general meeting for the financial year ended on 31st March, 2004 was held on 30/09/2004 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose;

7. no extra-ordinary meeting was held during the financial year;

8. the company has not advanced any loan to its directors and/or persons or firms or companies referred in the section 295 of the Act;

9. the company has not entered into any contract with in the purview of section 297 of the Act;

10. the company has made necessary entries in the register maintained under section 301 of the Act;

11. as there was no instance falling within the purview of section 314 of the Act. therefore, the company has not obtained any approvals from the Board of Directors, members or Central Government, as the case may be;

12. the company has not issued any duplicate shares certificates during the financial year,

13 the company has-

(i) made transfer/transmission of securities during the financial year in accordance with the provision of the Act;

(ii) not deposited any amount of dividend in a Separate Bank Account as no dividend was declared during the year;

(iii) not paid/posted warrants for dividend to any member of the company as no dividend was declared;

(iv) duly complied with the requirements of section 217 of the Act

14 The Board of Directors of the company is duly constituted There was no case of appointment of additional director, alternate director and directors to fill the casual vacancy during the financial year.

15 the company has not appointed any Managing Director/Whole-time Director/Manager during the financial year;

16 the company has not appointed any sole-selling agents during the financial year

17 the company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and/or such other authorities as may be prescribed under the various provisions of the Act;

18. the directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder;

19 the company has not issued any shares, debentures or other securities during the financial year;

20. the company has not bought back any shares during the financial year;

21 there was no redemption of preference shares or debentures during the financial year as the company has never issued any preference shares or debentures;

22 there was no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares;

23 the company has not invited/accepted any deposit including any unsecured loan falling within the purview of section 58A during the financial year,

24 the company has not made any borrowing during the year under certification

25 the company has made loans and advances to other bodies corporate in compliance with the provisions of the Act;

26. the company has not altered the provisions of the memorandum with respect to situation of the companys registered office from one state to another during the year under scrutiny;

27. the company has not altered the provisions of the memorandum with respect to the objects of the company during the year under scrutiny;

28 the company has not altered the provisions of the memorandum with respect to name of the company during the year under scrutiny,

29. the company has not altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny;

30. the company has not altered its articles of association during the year;

31. there was no prosecution initiated against or show cause notices received by the company during the financial year, for offences under the Act;

32. the company has not received any money as security from its employees during the year under certification;

33. the company has not deducted any contribution towards Provident Fund during the year as section 418 of the Act is not applicable to the company;

Place : New Delhi for A.S. & Associates Date : 30.08.2005 Company Secretaries ANIL SETIA C.P. No.4956

ANNEXURE-A

REGISTERS AS MAINTAINED BY THE COMPANY

SI. No. Name of Register Under Section

1. Register of Members & Index of Members 150&151

2. Register of Share Transfer 108

3. Register of Particulars of contracts in which directors are interested 301

4. Register of Directors, Managing Directors, Manager and Secretary 303

5. Register of Directors shareholdings 307

6. Minutes of Meetings of Board of Directors 193

7. Minutes of Meetings of the members 193

8. Register of Mortgage & Charges 143

9. Register of DirectorsAttendance -

10. Register of Share Certificate 113

11. Register of Renewed and Duplicate Share Certificate 113

12. Books of Accounts 209

13. Register of Loans and Advances 372A

ANNEXURE-B

FORMS AND RETURNS AS FILED BY THE COMPANY WITH THE REGISTRAR OF COMPANIES, REGIONAL DIRECTOR, CENTRAL GOVERNMENT OR OTHER AUTHORITIES DURING THE FINANCIAL YEAR ENDING 31ST MARCH, 2005.

Sl.No. Document Under Section Date of Filing

1. Annual Return made up to 30/09/2004 Filed U/S 159/161 29/11/2004

2. Balance Sheet and Profit & Loss Filed U/S 220 26/10/2004 Account as at 31/03/2004.

3. Compliance Certificate for the Filed U/S 383A 26/10/2004 Financial year ending 31/03/2004.

---

Mar 31, 2004

Your Directors have pleasure in submitting the 20th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2004.

FINANCIAL RESULTS

CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs.)

Profit for the year before taxation 1,111,431.00 1,086,077.00

Less: Provision for taxation 3,99,000.00 399,200.00

Profit after tax 712,431.00 686,877.00

Less : Provision for tax for earlier years (624.00) 706.00 written off/back - -

711,807.00 687,58300

Add : Surplus as per last year 6,957,711.00 6,890,128.00

7,669,518.00 7,577,711.00

Less: Transfer to Special Reserve 145,000.00 620,000.00

Balance carried to Balance Sheet 7,524,518.00 6,957,711.00

OPERATIONS

During the year under review, the Companys funds remained invested in loans and advances. The Interest income earned during the year was Rs. 14.23 Lacs (Previous Year Rs. 13.57 Lacs.)

The profit of the Company before taxation is Rs. 11.11 Lacs out of which Rs. 3.99 Lacs has been provided towards tax liability of the company Out of the balance available, a further sum of Rs. 1.45 Lacs has been appropriated towards Special Reserve Account in compliance to Section 45 1C of the Reserve Bank of India Act and the balance amount of Rs. 75.25 Lacs is carried over to the Balance Sheet.

DIVIDEND

With a view to plough back the profits, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not accepted any deposits during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply

DIRECTORS

Shri Kamal Oswal and Shri Vijay Gupta retire by rotation at the forthcoming Annual General meeting and being eligible offer themselves for reappointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2004-2005.

AUDITORS

M/sA. K. Associates, Chartered Accountants, New Delhi, the retiring auditors of the Company, holds office up to the date of ensuing Annual General Meeting.

The company has received special notice pursuant to section 225(1) read with section 190 of the Companies Act, 1956 for the appointment of M/s Raj Gupta & Company, Chartered Accountants, Ludhiana as auditors of the company in place of M/s A. K Associates, Chartered Accountants, New Delhi, the retiring auditors of the company.

M/s Raj Gupta & Company, Chartered Accountants, Ludhiana has given his consent to act as auditors of the company along with a certificate to the effect that their appointment, if made, shall be in accordance with the limits specified in sub section 224(1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreements is not applicable to our company as the paid-up capital of the company is less than Rs. 3 Crores.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A A) of the Companies (Amendment) Act, 2000, the Directors confirm that :-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have made judgements 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, 2004 and of the profits of the Company for the year ended on 31st March, 2004;

iii) proper and sufficient care has been taken 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,

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from A. S. & Associates, Company Secretaries, New Delhi, certifying due compliance of all secretarial requirements for the year ended 31st March, 2004 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy : Not any

ii) Technology Absorption : Not any

iii) Foreign Exchange Earnings & Outgo : Not any

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more, when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary. Hence no statement U/S 217 (2A) of the Companies Act, 1956 is required.

GENERAL

The notes forming part of the Accounts being self explanatory, the comments made by the Auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks and appreciations to the staff members for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support co-operation and confidence in the management of the company.

By Order of the Board of Directors Place : New Delhi (Kamal Oswal) (Dinesh Gogna) Date : 30.08.2004 Chairman Director

COMPLIANCE CERTIFICATE

Registration No. of the Company 55-16036

Nominal Share Capital Rs. 3.5 Crores.

Paid-up Share Capital Rs. 49.84 Lacs.

To, The Members Oswal Leasing Limited 105, Ashoka Estate Building, 24, Barakhamba Road, New Delhi-110001.

We have examined the registers, records, books and papers of Oswal Leasing Limited (the company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March, 2004. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents, We certify that in respect of the aforesaid financial year:

1. the company has kept and maintained all registers as stated in Annexure `A to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded:

2. the company has duly filed the forms and returns as stated in Annexure `B to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder,

3. the company being a public limited company has the paid-up capital of Rs.49 84 Lacs,

4. the Board of Directors duly met eight times on 30/04/2003, 22/05/2003, 31/07/2003, 30/08/2003, 15/09/2003, 31/10/2003, 30/01/2004 & 31/03/2004 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purposes;

5. the company closed its Register of Members from 27.09.2003 to 29.09.2003 and necessary compliance of section 154 of the Act has been made;

6. the annual general meeting for the financial year ended on 31st March, 2003 was held on 30/09/2003 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose;

7. no extra-ordinary meeting was held during the financial year;

8. the company has not advanced any loan to its directors and /or persons or firms or companies referred in the section 295 of the Act;

9. the company has not entered into any contract with in the purview of section 297 of the Act;

10. the company has made necessary entries in the register maintained under section 301 of the Act;

11. as there was no instance falling within the purview of section 314 of the Act, therefore, the company has not obtained any approvals from the Board of Directors, members or Central Government, as the case may be;

12. the company has not issued any duplicate shares certificates during the financial year;

13. the company has-

(i) made transfer/transmission of securities during the financial year in accordance with the provision of the Act;

(ii) not deposited any amount of dividend in a Separate Bank Account as no dividend was declared during the year;

(iii) not paid/posted warrants for dividend to any member of the company as no dividend was declared;

(iv) transferred the amounts of Rs 85814/-to the Investor Education and Protection Fund on 28.08.2003;

(v) duly complied with the requirements of section 217 of the Act.

14. the Board of Directors of the company is duly constituted. The Board of Directors had appointed two additional directors on the board of the company at their meeting held on 31/03/2003 and these two additional directors have been further appointed director(s) of the company liable to retire by rotation at the Annual General Meeting of the company held on 30/09/2003. Except these two appointments at the Annual General Meetings there are no other cases of appointment of additional directors, alternate directors and directors to fill casual vacancy during the financial year;

15. the company has not appointed any Managing Director/Whole-time Director/Manager during the financial year;

16. the company has not appointed any sole-selling agents during the financial year;

17. the company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and/or such other authorities as may be prescribed under the various provisions of the Act;

18. the directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder;

19. the company has not issued any shares, debentures or other securities during the financial year,

20. the company has not bought back any shares during the financial year;

21. there was no redemption of preferences shares or debentures during the financial year as the company has never issued any preference shares or debentures;

22. there was no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares;

23. the company has not invited/accepted any deposit including any unsecured loan falling within the purview of section 58A during the financial year;

24. the company has not made any borrowing during the year under certification.;

25. the company has made loans and advances to other bodies corporate in compliance with the provisions of the Act;

26. the company has not altered the provisions of the memorandum with respect to situation of the companys registered office from one state to another during the year under scrutiny;

27. the company has not altered the provisions of the memorandum with respect to the objects of the company during the year under scrutiny;

28. the company has not altered the provisions of the memorandum with respect to name of the company during the year under scrutiny;

29. the company has not altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny;

30. the company has not altered its articles of association during the year;

31. there was no prosecution initiated against or show cause notices received by the company during the financial year, for offences under the Act;

32. the company has not received any money as security from its employees during the year under certification;

33. the company has not deducted any contribution towards Provident Fund during the year as section 418 of the Act is not applicable to the company;

Place: New Delhi for A.S. & Associates Date: 31.07.2004 Company Secretaries ANIL SETIA C.P. No.4956

ANNEXURE-A

REGISTERS AS MAINTAINED BY THE COMPANY

SI.No. Name of Register Under Section

1. Register of Member & Index of Members 150&151

2. Register of Share Transfer 108

3. Register of Particulars of contracts in which directors are interested 301

4. Register of Directors, Managing Directors, Manager and Secretary 303

5. Register of Directors shareholdings 307

6. Minutes of Meeting of Board of Directors 193

7. Minutes of Meetings of the members 193

8. Register of Mortgages Charges 143

9. Register of Directors Attendance -

10. Register of Share Certificate 113

11. Register of Renewed and Duplicate Share Certificate 113

12. Books of Accounts 209

13. Register of Loans and Advances 372A

ANNEXURE-B

FORMS AND RETURNS AS FILED BY THE COMPANY WITH THE REGISTRAR OF COMPANIES, REGIONAL DIRECTOR, CENTRAL GOVERNMENT OR OTHER AUTHORITIES DURING THE FINANCIAL YEAR ENDING 31s1 MARCH, 2004.

SI.No. Document Under Section Date of Filing

1 Annual Return made up to 30/09/2003 Filed U/S 159/161 28/11/2003

2 Balance Sheet and Profits Loss Account Filed U/S 220 29/10/2003 as at 31/03/2003.

3 Compliance Certificate for the Filed U/S 383A 29/10/2003 Financial Year ending 31/03/2003.

4. Form No. 32 dated 30/09/2003 Filed U/S 303(2) 29/10/2003

5. Form No. 29(two) dated 31/03/2003. Filed U/S 264 29/04/2003

6. Form No. 32 dated 31/03/2003 Filed U/S 303(2) 29/04/2003

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Mar 31, 2003

Your Directors have pleasure in submitting the 19th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2003.

FINANCIAL RESULTS

CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs.)

Profit for the year before taxation 1,086,077.00 1,370,106.00

Less: Provision for taxation 399,200.00 489,100.00

Profit after tax 686,877.00 881,006.00

Add: Provision for tax for earlier years 706.00 (340.00)

687,583.00 880,666.00

Add: Surplus as per last year 6,890,128.00 6,009.462.00

7,577,711.00 6,890,128.00

Less: Transfer to Special Reserve 620,000.00 -

Balance carried to Balance Sheet 6,957,711.00 6,890,128.00

OPERATIONS

During the year under review, the Companys funds remained invested in loans and advances. The Interest income earned during the year was Rs. 13.57 Lacs (Previous Year Rs. 16.09 Lacs.)

The profit of the Company before taxation is Rs. 10.86 Lacs out of which Rs. 3.99 Lacs has been provided towards tax liability of the company. Out of the balance available, a further sum of Rs.6.20 Lacs has been appropriated towards Special Reserve Account in compliance to Section 451C of the Reserve Bank of India Act and the balance amount of Rs. 69.58 Lacs is carried over to the Balance Sheet

DIVIDEND

In view of the insufficient profits, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not accepted any deposit during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non- Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

During the year under review, Sh. S. P. Jain and Sh. R. P. Aggarwal resigned from the directorship of the company. The Board place on record the appreciation for the valuable services rendered by them during their tenure with the company.

Shri Dinesh Gogna retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

Sh. Navdeep Sharma and Sh. Narinder K. Tyagi were appointed as additional directors on 31st March, 2003. They will hold office upto the ensuing Annual General Meeting by virtue of Section 260 of the Companies Act, 1956. The company has received notice u/s 257 of the Companies Act, 1956 from a member proposing candidature of Sh. Navdeep Sharma and Sh. Narinder K. Tyagi as directors of the company.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2003-2004.

AUDITORS

M/s A. K. Associates, Chartered Accountants, New Delhi, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreements is not applicable to our company as the paid-up capital of the company is less than Rs. 3 Crores.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A A) of the Companies (Amendment) Act, 2000, the Directors confirm that:—

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have made judgements 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, 2003 and of the profits of the Company for the year ended on 31st March, 2003;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from Mr. Pradeep Kumar Jain, Practising Company Secretary, certifying due compliance of all secretarial requirements for the year ended March 31, 2003 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy : Not any

ii) Technology Absorption : Not any

iii) Foreign Exchange Earnings & outgo : Not any

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 24,00,000/- or more, when employed for part of the year, was paid Rs. 2,00,000/- P.M. or more as salary, hence no statement U/S 217 (2A) of the Companies Act, 1956 is required.

GENERAL

The notes forming part of the Accounts being self explanatory, the comments made by the Auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks and appreciations to the staff members for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support co-operation and confidence in the management of the company.

By Order of the Board of Directors Place: New Delhi (Kamal Oswal) (Vijay Gupta) Date: 30.08.2003 Chairman Director

SECRETARIAL COMPLIANCE CERTIFICATE

The Members, M/s Oswal Leasing Limited NEW DELHI

I have examined the registers, records, books and papers of M/s Oswal Leasing Limited, 105, Ashoka Estate, 24, Barakhamba Road, New Delhi, certificate of incorporation no. 16036 as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and the Article Of Association of the Company for the financial year ended on 31st March 2003. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that in respect of the aforesaid financial year:

1. The company has kept and maintained all registers as stated in Annexure `A as per the provisions of the Act and the rules made thereunder and all the entries therein have been duly recorded.

2. The company has duly filed the forms and the returns as stated in the Annexure `B to this Certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder.

3. The company being a public limited company has paid-up capital of Rs.49.84 Lacs.

4. The Board Of Directors duly met eight times respectively on 29th April 2002, 31" July, 2002, 28th August, 2002, 31st October, 2002, 31st January, 2003, 30th March, 2003. 31st January, 2003, and 31" January, 2003. In respect of meetings proper notices were given and the proceedings were property recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose.

5. The company closed its Registers of Members from 27.09.2002 to 30.09.2002 and the provisions of Section 154 of the Act were accordingly complied.

6. The annual general meeting for the financial year ended on 31" March 2002 was held on 30th September, 2002 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

7. No Extra Ordinary General Meeting(s) was/were held during the financial year.

8. The company has not advanced any loan to its directors and/or persons or firms or Companies referred in the section 295 of the Act.

9. The Company has not entered into any contracts falling within the purview of section 297 of the Act.

10. The company was not required to make any entries in the register maintained under section 301 of the Act.

11. As there were no instances falling within the purview of Section 314 of the Act, the company has not obtained any approvals from the Board of Directors, members or Central Government, as the case may be.

12. The company has not issued any duplicate certificates during the financial year.

13. (i) The company has made transfer/transmission of securities during the financial year in accordance with the provisions of the Act. (ii)and (iii) are not applicable to the Company (iv) The Company has deposited the amount of Rs. 85814/- to the Investor Education & Protect Fund on 28.08.2003. (v) The company has duly complied with the requirements of section 217 of the Act.

14. The Board of directors of the company is duly constituted. There were two cases of appointment of additional directors. There was no case of appointment of alternate director or directors to fill the casual vacancy during the financial year.

15. The company has not appointed any Managing Director/whole time Director/Manager during the financial year.

16. The company has not appointed any sole selling agents during the financial year.

17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies and/or such authorities prescribed under the various provisions of the Act.

18. The directors have disclosed their interest in the other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The company has not issued any shares, debentures, or other securities during the financial year.

20. The company has not bought back any shares during the financial year.

21. Redemption of the preference shares or debentures does not apply to the Company.

22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, right shares and bonus shares pending registration of transfer of shares.

23. The company has not invited/accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year.

24. The company has not made any borrowing during the year under certification.

25. The company has made loans, advances, to other bodies corporate in compliance to Section 372A of the Act.

26. The company has not altered the provisions of the memorandum with respect to the situation of the companys registered office from one state to another during the year under review.

27. The company has not altered the provisions of the memorandum with respect to the objects of the company during the year under review.

28. The company has not altered the provisions of the memorandum with respect to the name of the company during the year under review.

29. The company has not altered the provisions of the memorandum with respect to the share capital of the company during the year under review.

30. The company has not altered its articles of association during the financial year.

31. There was/were no prosecution initiated against or snow cause notices received by the company during the financial year for offences under the Act.

32. The company has not received any money as security from its employees during the financial year.

33. The company has not deducted employees and employers contribution to the provident Fund as section 418 of the Act is not applicable to the Company.

Pradeep Kumar Jain Company Secretary C.P. No. 834 Place: Delhi 4687, Umrao Street, Date: 30.08.2003 Pahari Dhiraj, Delhi -110 006

ANNEXURE A REGISTERS AS MAINTAINED BY THE COMPANY

1. Register of Members and Index u/s 150

2. Register of Directors u/s 303

3. Register of Directors Shareholding u/s 307

4. Register of Contracts u/s 301

5. Register of Share Transfer u/s 108

6. Register of Mortgage & Charges

7. Register of Directors Attendance

8. Minute Book-Board u/s 193

9. Minute Book-Shareholders u/s 193

10. Register of Share Certificate u/s 113

11. Register of Renewed and Duplicate Share Certificate u/s 113

12. Books of Accounts u/s 209

ANNEXURE B

FORMS AND RETURNS AS FILED BY THE COMPANY WITH THE REGISTRAR OF COMPANIES, REGIONAL DIRECTOR, CENTRAL GOVERNMENT OR OTHER AUTHORITIES DURING THE FINANCIAL YEAR ENDED 31ST MARCH 2001.

1. Annual Return U/s 159/161 for holding of Annual General meeting filed on 29.11.2002

2. Annual Report u/s 220 for the Financial Year ending 31st March 2002 filed on 24.10.2002.

3. Compliance Certificate for the Financial Year ending on 31st March 2002 filed on 24.10.2002.

4. Form No. 32 alongwith Form No. 29 (two) filed on 29.04.2003

---

Mar 31, 2002

FINANCIAL RESULTS

CURRENT YEAR PREVIOUS YEAR (Rs) (Rs)

Profit for the year before taxation 1,370,106.00 1,301,543.00

Less: Provision for taxation 489,100.00 515,000.00

Profit after tax 881,006.00 786,543.00

Less: Provision for tax for earlier years w/off 340.00 99.00

880,666.00 786,444.00

Add: Surplus as per last year 6,009,462.00 5,223,018.00

Balance carried to Balance Sheet 6,890,128.00 6,009,462.00

OPERATIONS

During the year under review, the Companys Fund remained invested in loans and advances. The Interest income earned during the year was Rs 16.09 Lacs (Previous Year Rs 15.00 Lacs.)

The profit of the Company before taxation is Rs 13.70 Lacs out of which Rs 4.89 Lacs has been provided towards tax liability of the company and the balance amount of Rs 8.81 Lacs is carried over to the Balance Sheet.

DIVIDEND

In view of the insufficient profits, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not accepted any deposit during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri Amarjeet Singh and Shri R. P. Aggarwal retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2002-2003.

AUDITORS

M/s A. K. Associates, Chartered Accountants, New Delhi, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Company will take necessary steps in line with the Corporate Governance requirements laid down under the Listing Agreements by March 2003.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A A) of the Companies (Amendment) Act, 2000, the Directors confirm that:-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have made judgements 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, 2002 and of the profits of the Company for the year ended on 31st March, 2002;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from Mr. Pradeep Kumar Jain, Practising Company Secretary, certifying due compliance of all secretarial requirements for the year ended March 31, 2002 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under:-

i) Conservation of Energy: Not any

ii) Technology Absorption: Not any

iii) Foreign Exchange Earnings & outgo: Not any

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs 24,00,000/- or more, when employed for part of the year, was paid Rs 2,00,000/- P. M. or more as salary, hence no statement U/S 217 (2A) of the Companies Act, 1956 is required.

GENERAL

The notes forming part of the Accounts being self explanatory, the comments made by the Auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks and appreciations to the staff members for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support co-operation and confidence in the management of the company.

By Order of the Board of Directors

Place: New Delhi (Kamal Oswal) (Vijay Gupta) Date: 30.08.2002 Chairman Director

---

Mar 31, 2001

Your Directors have pleasure in submitting the 17th Annual Report along with the Audited Accounts for the Financial Year ending 31st March, 2001.

FINANCIAL RESULTS

CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs.)

Profit for the year before taxation 1,301,543.00 1,182,699.00 Less : Provision for taxation 515,000.00 455,500.00

Profit after tax 786,543.00 727,199.00 Less : Provision for tax for earlier years w/off 99.00 2,885.00 786,444.00 724,314.00 Add : Surplus as per last year 5,223,018.00 4,498,704,00

Balance carried to Balance Sheet 6,009,462.00 5,223,018.00

OPERATIONS

During the year under review, the Company's Fund remained invested in loans and advances. The Interest income earned during the year was Rs.15.00 Lacs (Previous Year Rs. 13.90 Lacs.).

The profit of the Company before taxation is Rs. 13.02 Lacs out of which Rs. 5.15 Lacs has been provided towards tax liability of the company and the balance amount of Rs. 7.87 Lacs is carried over to the Balance Sheet.

DIVIDEND

In view of the insufficient profits, your directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not accepted any deposit during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri Kamal Oswal and Shri Vijay Gupta retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi and The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The Company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 2001-2002.

AUDITORS

M/s A. K. Associates, Chartered Accountants, New Delhi, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Company will take necessary steps in line with the Corporate Governance requirements laid down under the Listing Agreements by March 2003.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A A) of the Companies (Amendment) Act, 2000, the Directors confirm that :-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and have made judgements 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, 2001 and of the profits of the Company for the year ended on 31st March, 2001;

iii) proper and sufficient care has been taken 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956, a certificate from Mr. Pradeep Kumar Jain, Practising Company Secretary, certifying due compliance of all secretarial requirements for the year ended March 31, 2001 is enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy : Not any ii) Technology Absorption : Not any iii) Foreign Exchange Earnings & outgo : Not any

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs. 12,00,000/- or more, when employed for part of the year, was paid Rs. 1,00,000/- P.M. or more as salary, hence no statement U/S 217(2A) of the Companies Act, 1956 is required.

GENERAL

The notes forming part of the Accounts being self explanatory, the comments made by the Auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the Company wish to place on record their thanks and appreciations to the staff members for their contribution to the operations of the Company. The Directors also place on record their sincere thanks to the shareholders for their continued support co-operation and confidence in the management of the company.

By Order of the Board of Directors

Place : New Delhi (Kamal Oswal) (Vijay Gupta) Date : 30.08.2001 Chairman Director

---

Mar 31, 2000

The Directors have pleasure in submitting the 16th Annual Report alongwith the Audited Accounts for the Financial year ending 31st March, 2000.

CURRENT YEAR PREVIOUS YEAR (RS.) (RS.)

Profit before taxation 1,182,699 998,780

Less : Provision for Taxation 455,500 349,600

Profit after Tax 727,199 649,180

Less: Transferred to Special Reserve -- 130,000

727,199 519,180

Add : Profit as per last year 4,498,704 3,981,949

: Provision for Tax for earlier years (2,885) (2,425)

5,223,018 4,498,704

OPERATIONS

During the year under review, the Company's Fund remained invested in loans and advances. The Interest Income earned was Rs. 13.90.Lacs (Previous Year Rs. 12.88 Lacs).

The profit of the Company before taxation is Rs. 11.83 Lacs out of which Rs. 4.55 Lacs has been provided towards tax liability of the company and the balance amount of Rs.7.27 Lacs is carried over to the Balance Sheet.

DIVIDEND

In view of the insufficient profits, the directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The Company has not accepted any deposit during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

LISTING OF SECURITIES

The Securities of the company are listed on The Delhi Stock Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi, The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. Further, the company has paid the listing fee to the aforesaid Stock Exchanges for the financial year 1999-2000.

DIRECTORS

Shri Dinesh Gogna and Shri S.P. Jain retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

During the year, Shri Kailash Chander Jain and Shri Rajiv Vij, directors of the company has resigned from the directorship of the company. The Board places on record its appreciation for the services rendered by Shri Kailash Chander Jain and Shri Rajiv Vij during their tenure as directors of the Company.

Besides, Shri Amarjeet Singh and Shri R.P.Aggarwal were appointed as additional directors of the company during the year under review pursuant to Section 260 of the Companies Act, 1956.

AUDITORS

M/s.A.K.Associates, Chartered Accountants, New Delhi, the Auditor of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO .

Information as per Section 217(1)(e) read with companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy : Not Any

ii) Technology Absorption : Not Any

iii) Foreign Exchange Earnings & outgo : Not Any

PERSONNEL

During the year under consideration, none of the employees, when employed throughout the financial year was paid Rs.6,00,000/- or more, when employed for part of the year, was paid Rs. 50,000/- or more as salary, hence no statement U/S 217(2A) of the Companies Act, 1956 is required.

GENERAL

The notes forming part of the Accounts being self explanatory, the comments made by the Auditors in their report are not being dealt with separately.

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Mar 31, 1999

The Directors have pleasure in submitting the 15th Annual Report along with the Audited Accounts for the Financial year ending 31st March, 1999.

CURRENT YEAR PREVIOUS YEAR (Rs.) (Rs.)

Profit before taxation 998,780 1,044,406

Less : Provision for Taxation 349,600 366,000

Profit after Tax 649,180 678,406

Less : Transferred to special reserve 130,000 140,000

519,180 538,406

Add : Profit as per last year 3,981,949 3,442,156

Provision for Income Tax Written off/back (2,425) 1,387

4,498,704 3,981,949

OPERATIONS

During the year under review, the Company's Fund remained invested in loans and advances. The Interest Income earned was Rs. 12.88 lacs (Previous Year Rs. 12.11 lacs).

The profit of the company before taxation is Rs. 9.99 lacs out of which Rs. 3.50 lacs has been provided towards tax liability of the company. Out of the balance available, a sum of Rs. 1.30 lacs has been transferred to Special Reserve in order to comply with directions of Reserve Bank of India Act and the balance amount of Rs. 5.19 lacs is carried over to the Balance Sheet.

DIVIDEND

In view of the insufficient profits, the directors do not recommend any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not accepted any deposit during the financial year under consideration within the meaning of Section 58-A of the Companies Act, 1956 and to which the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 apply.

DIRECTORS

Shri Kamal Oswal and Shri Rajiv Vij retires by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

M/s A.K. Associates, Chartered Accountants, New Delhi, the auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Information as per Section 217(1)(e) read with companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as under :-

i) Conservation of Energy : Not Any

ii) Technology Absorption : Not Any

iii) Foreign Exchange Earnings & outgo : Not Any

PERSONNEL

During the year under consideration, none of the employee, when employed throughout the financial year was paid Rs. 6,00,000/- or more, when employed for part of the year, was paid Rs. 50,000/-or more as salary, hence no statement U/S 217 (2A) of the Companies Act, 1956 is required.

GENERAL

The notes forming part of the Accounts being self explanatory, the comments made by the Auditors in their report are not being dealt with separately.