To,
The Members,
Oswal Leasing Limited New Delhi
Your Directors have pleasure in presenting the forty first (41st) Annual
Report of the Company along with the Audited Financial Statements for the Financial Year
ended March 31, 2025. Your Company is a NonBanking 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:
(Amount in Rs. <
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.
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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/ Rematerialization 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 Management |
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
oswal_leasing@owmnahar.com. 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:
rta@alankit.com 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
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