NALWA SONS INVESTMENTS LIMITED - Bombay ... NALWA SONS INVESTMENTS LIMITED NSIL/SD/20 19 September 6,

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  • NALWA SONS INVESTMENTS LIMITED

    NSIL/SD/20 19

    September 6, 2019

    BSE Limited Corporate Relationship Department, 1st Floor, New Trading Ring, Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai - 400 001

    corp.relations@bseindia.com

    Security Code No.: 532256

    Regd. Office: 28, Najafgarh Road, Moti Nagar Industrial Area, Delhi - 110 015. India

    CIN: L65993DL 1970PLC146414

    National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot no. C/1, G Block Bandra-Kurla Complex, Bandra(E), Mumbai-400051

    cmlist@nse.co.in Security Code No.: NSIL

    Sub: Submission of Notice of Annual General Meeting ("AGM") and Annual Report 2018-19 of Nalwa Sons Investments Limited

    Dear Sirs,

    This is to inform you that 48th Annual General Meeting of Nalwa Sons Investments Limited ("the Company") is scheduled to be held on Monday, 30th September, 2019 at 3:30p.m. at N.C. Jindal Public School, Road No. 73, West Punjabi Bagh, New Delhi - II 0 026. Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find attached herewith Annual Report 2018-19 alongwith the Notice convening 48th AGM of the Company.

    Further, in terms of Section l 08 of the Companies Act, 2013 read with relevant rules thereof and Regulation 44 of the Listing Regulations the Company is pleased to provide its members remote e-voting facility, which would enable the shareholders to cast their vote electronically.

    A person whose name is recorded in the Register of Members I Register of beneficial owners maintained by the depositories as on the cut-off date i.e. 23rd September, 2019 shall be entitled to avail the faci lity of remote e-voting as well as voting at the AGM.

    The remote e-voting period will commence on 27th September, 2019 from 9:00 a.m. and will end on 29th September, 2019 at 5:00 p.m. The remote e-voting module shall be disabled by Link Intime India Private Limited("LIIPL") thereafter. Once the vote on a resolution is cast, shareholder will not be allowed to change it subsequently.

    You are requested to kindly take the above information on record.

    Thanking you,

    Yours faithfu lly For Nalwa Sons Investments Limited

    Corporate Office: Jindal Centre, 12, Bhikaiji Cama Place, New Delhi - 11 0 066. Branch Office: O.P. Jindal Marg, Hisar-125 005, Phone: +91 1662 222471, Fax: +91 1662 220476

    W: www.nalwasons.com E: investorcare@nalwasons.com

  • NALWA SONS INVESTMENTS LIMITED

    www.nalwasons.com

    ANNUAL REPORT

    2018-19

  • 1

    Executive Director & CEO Mr. Rakesh Kumar Garg Directors Mr. Ram Gopal Garg Mr. Rajinder Parkash Jindal Mr. Mahender Kumar Goel Ms. Vaishali Deshmukh Mr. Shailesh Goyal Chief Financial Officer Mr. Deepak Garg Company Secretary Mr. Raghav Sharma

    Registrar & Transfer Agent Link Intime India Private Limited Noble Heights, 1st Floor, Plot No. NH2, C1 Block LSC, Near Savitri Market, Janakpuri, New Delhi - 110058 Phone No. (011) 41410592/93/94 Fax No. (011) 41410591 Email: delhi@linkintime.co.in Website: www.linkintime.co.in Bankers State Bank of India Standard Chartered Bank ICICI Bank Ltd. Statutory Auditors M/s Doogar & Associates Chartered Accountants Secretarial Auditors M/s Rajesh Garg & Co. Company Secretaries Registered Office 28, Najafgarh Road, Moti Nagar Industrial Area, New Delhi - 110 015 India Phone: (011) 45021854, 45021812 Fax: (011) 25928118, 45021982 email id: investorcare@nalwasons.com Branch Office O.P. Jindal Marg, Hisar -125 005 (Haryana) India Phone: (01662) 222471-83 Fax: (01662) 220499

    CONTENTS

    PAGE NO. 48th Annual General Meeting

    Date: September 30, 2019

    Day: Monday

    Time: 03:30 p.m.

    Place: N.C. Jindal Public School,

    Road No. 73, West Punjabi Bagh,

    New Delhi - 110 026

    Notice Directors’ Report Corporate Governance Report Management Discussion & Analysis Report Independent Auditors’ Report Balance Sheet Statements of Profit & Loss Account Cash Flow Statements Consolidated Financial Statements Financial Statements Pursuant to Section 129

    02 15 53 72 74 84 86 88

    114 150

  • Nalwa Sons Investments Limited Annual Report 2018-19

    2

    Nalwa Sons Investments Limited

    Regd. Office: 28 Najafgarh Road, Moti Nagar Industrial Area, New Delhi – 110 015 Phone No.: (011) 45021854, 45021812 Fax No.: (011) 25928118, 45021982

    Email Id.: investorcare@nalwasons.com Website: www.nalwasons.com Branch Office: O.P. Jindal Marg, Hisar- 125005, Haryana

    CIN: L65993DL1970PLC146414

    NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Forty-Eighth Annual General Meeting (“AGM”) of the Shareholders of Nalwa Sons Investments Limited will be held on Monday, the 30th day of September, 2019 at 3:30 P.M. at N.C. Jindal Public School, Road No. 73, West Punjabi Bagh, New Delhi – 110 026 to transact the following business:

    ORDINARY BUSINESS:

    1. To receive, consider and adopt: (a) the Audited Financial Statements of the Company for the financial year ended March 31, 2019, together

    with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31,

    2019, together with the Report of the Auditors thereon.

    2. To appoint a Director in place of Mr. Rakesh Kumar Garg (DIN: 00038580), who retires from office by rotation and being eligible, offers himself for re-appointment.

    SPECIAL BUSINESS: 3. RE-APPOINTMENT OF MR. RAM GOPAL GARG (DIN: 00004517) AS AN INDEPENDENT DIRECTOR OF THE

    COMPANY.

    To consider, and if thought fit, to pass the following resolution as a Special Resolution:

    “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re- enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Mr. Ram Gopal Garg (DIN: 00004517), Independent, Non-Executive Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and as per Regulation 25(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and who is eligible for reappointment, be and is hereby re-appointed as an Independent, Non-Executive Director of the Company to hold office for another term of five consecutive years with effect from “September 29, 2019 upto September 28, 2024” and whose office shall not be liable to retire by rotation.

    RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the Listing Regulations, Mr. Ram Gopal Garg who will attain the age of seventy five years on June 25, 2022, during the above term of re-appointment, consent of the Members of the Company be and is hereby accorded for continuation of the directorship of Mr. Ram Gopal Garg, up to the expiry of his term as an Independent Director i.e. September 28, 2024 on the existing terms and conditions.”

    http://www.nalwasons.com/

  • Nalwa Sons Investments Limited Annual Report 2018-19

    3

    4. RE-APPOINTMENT OF MR. RAJINDER PARKASH JINDAL (DIN: 00004594) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.

    To consider, and if thought fit, to pass the following resolution as a Special Resolution:

    “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re- enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Regulation 16(1)(b), 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Rajinder Parkash Jindal (DIN: 00004594), Independent, Non-Executive Director of the Company who has attained the age of seventy five years on October 01, 2018 and has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and as per Regulation 25(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and who is eligible for reappointment, be and is hereby re-appointed as an Independent, Non-Executive Director of the Company to hold office for another term of five consecutive years with effect from “September 29, 2019 upto September 28, 2024” and whose office shall not be liable to retire by rotation.”

    5. APPOINTMENT OF MR. MAHENDER KUMAR GOEL (DIN: 00041866) AS A DIRECTOR (NON-EXECUTIVE). To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152, 161 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, as may be amended from time to time, Mr. Mahender Kumar Goel (DIN: 00041866), who was appointed as an Additional Director w.e.f. Ma