oswal leasing ltd Directors report

To,

The Members, Oswal Leasing Limited New Delhi

Your Directors have pleasure in presenting the Thirty Ninth (39^th) Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2023. 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 Companys Financial Performance for the Financial Year 2022-2023 is as under:

		(Amt in Rs.)
PARTICULARS	Financial year ended on March 31, 2023	Financial year ended on March 31, 2022
Revenue from operations	14,19,380	14,00,022
Other Income	1,500	0
Total income	14,20,880	14,00,022
Profit/Loss before tax	(2,37,094)	(1,17,960)
Less: Tax expenses
- Current Tax	0	0
Profit/Loss after tax	(2,37,094)	(1,17,960)
Other Comprehensive Income	55,000	4,05,240
Total Comprehensive Income	(1,82,094)	2,87,280
Earning Per Equity Share	(0.47)	(0.24)

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 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 Companys activities can be classified under one segment namely;

Investment/Financial Activities. The Interest income earned during the year was Rs. 14,19,380/- (Previous Year Rs. 13,78,022/-). The dividend income earned during the year was Rs. Nil (Previous Year Rs. 22,000/-).

The loss of the Company before tax of Rs. 2,37,094/- as compared to the loss before tax of Rs. 1,17,960/- reported in the Previous Year. The Net Loss for the year stood at Rs. 2,37,094/- as compared to Net Loss of Rs. 1,17,960/- 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 31.03.2023. The loss of the Company before tax of Rs. 2,37,094/- as on 31.03.2023 and the balance amount of Rs. 1,30,35,637/- 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, 2023.

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, 2023 stood at Rs. 50,00,000/-. During the year under review, there was no change in the Companys 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, 2023, 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, 2023, 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. Kamal Oswal (DIN: 00493213), 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 Directors 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 Companys 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 (KMPs) of the Company in accordance with the provisions of Section 203 of Companies Act, 2013 and rules made there under:

Names of KMPs	Designation
Mrs. Palak Narang	Company Secretary
Mr. Ravi Kumar*	Manager Cum Chief Financial Officer (appointed w.e.f. 12.05.2022)

*During the year under review, Mr. Ravi Kumar is appointed by the Board of Directors as Manager Cum Chief

Financial Officer of the Company with effect from May 12, 2022 in the Board Meeting held on May 12, 2022 for a term of three (3) consecutive years subject to the approval of members and members of the Company at their 38th Annual General Meeting held on September 30, 2022 had approved the appointment of Mr. Ravi Kumar as Manager Cum Chief Financial Officer of theCompany.

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 Boards 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 12, 2022, August 09, 2022, November 09, 2022 and February 07, 2023 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 31.03.2023. 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 12, 2022, August 09, 2022, November 09, 2022 and February 07, 2023 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 31.03.2023. 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 12, 2022, August 09, 2022, November 09, 2022 and February 07, 2023. 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, 2023. Further, no shareholders complaint/ grievance were received under ‘SCORES during the Financial Year 2022-2023.

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 31.03.2023. 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. May 12, 2022 and August 09, 2022. 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 31.03.2023. 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 12, 2022, August 09, 2022, November 09, 2022 and February 07, 2023. 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 Companys 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 07, 2023. The necessary quorum was present at the meeting.

Further, to monitor and manage the risk associated with the Companys 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 Companys 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 2022-2023: The details of meetings attended by the Members of Board as well as Committees are as follows:

				No. of Committee Meetings Attended
Name of Directors	Category	No. of Board Meetings attended	Audit	Stakeholders Relationship	Nomination and Remuneration	Share Transfer	Risk Manage- ment
Sh. Kamal Oswal	Chairman & Director	4 out of 4	-	-	-	-	-
Sh. Dinesh Gogna	Director	4 out of 4	-	-	-	-	-
Smt. Monica Oswal	Director	4 out of 4	4 out of 4	4 out of 4	2 out of 2	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	2 out of 2	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	2 out of 2	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 2022-2023 in the Form MGT-7 has been uploaded on Companys website and the web link for the same is http://www.owmnahar.com/leasing_ltd/pdf/AnnualReturn2022-2023.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. CIN : L65910DL1983PLC016036

POSTAL BALLOT NOTICE DATED NOVEMBER 09, 2022: Items of Special Business:

Appointment of M/s V. V. Bhalla & Co., Chartered Accountants, (Firm Registration No. 002928N) as Statutory

Auditors of the Company to fill the causal vacancy caused due to the resignation of M/s. Ashish Sunil Jain & Co., Statutory Auditors (Firm Registration No. 025047N).

a) Details of Voting:

Sr. No. Particulars of Voting	Voted through Remote e-voting (no. of shareholders)	Voted through Remote e-voting (no. of shares)	% of total votes
1 Total Votes Casted	25	131349	100.00%
2 Votes with Assent	22	130699	99.51%
3 Votes with Dissent	3	650	0.49%
4 Invalid Voted	-	-	-
5 Abstain Votes	-	-	-

b) Details of Scrutinizer: Sh. Madan Gopal Jindal, Practicing Company Secretary (CP No. 2712) of

M/s M. G. Jindal & Associates, Company Secretaries

c) Date of Scrutinizers Report: December 19, 2022 d) Date of passing the resolution (last date of e-voting): December 17, 2022

The Scrutinizers Report for the above postal ballot has been placed on Companys website and can be accessed at http://www.owmnahar.com/leasing_ltd/pdf/scrutinizers-report-19.12.2022.pdf

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 arms 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, 2023. Thus, the requirement for disclosure asyearendedMarch31,2023.Thus,therequirementfordisclosureas requiredunder

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 Companys 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, 2023. 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 Companys 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 Companys 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 Companys 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 Companys website and the web link for the same is http://owmnahar.com/leasing_ltd/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 Companys 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 7, 2023 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,Qualityandtimelyflowof 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 efficientand effective system of Internal Financial Control for the facilitation of speedy and accurate compilation of financialstatements. The Companys 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, Companys 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 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 Companys business and suggest measures for mitigation/management of the same.

Further, to monitor and manage the risk associated with the Companys 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 Companys 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, 2023 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.

DIRECTORS 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, 2023, 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, 2023 and of the loss of the company for that period; c) That the directors have taken proper and sufficient 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 .

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 2022-2023, the Company has not received any complaint on sexual harassment and hence no complaint remains pending as of March 31, 2023.

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. 2,77,27,262/- (Rupees Two Crore Seventy Seven Lakhs Twenty Seven Thousand Two

Hundred and Sixty Two Only) as on the last day of the previous financial year i.e. March 31, 2023 which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest Audited Financial Statements as at March 31, 2023.

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

We would like to inform you that in compliance with the provisions of Section 139 of Companies Act, 2013, M/s Ashish Sunil Jain & Co., Chartered Accountants, Ludhiana (Firm Registration No. 025047N) having their Office at 4th Floor, Nego Complex, Opp. Green Florists, Pakhowal Road, Gurdev Nagar,

Ludhiana-141002, were appointed as Statutory Auditors of the Company in the 35th Annual General Meeting held on September 30, 2019 to hold office for a term of five consecutive years from the conclusion of the 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company to be held in the year 2024.

The Company had received a letter dated November 09, 2022 (as also information as per Annexure-A of SEBI Circular) from M/s Ashish Sunil Jain & Co., Statutory Auditors addressed to the Board of Directors through Audit Committee requesting to accept their resignation stated the reason due to preoccupations.

M/s Ashish Sunil Jain & Co., have not raised any concern or issue other than those mentioned in their above said letter. The Copy of the said letter which has been filed with the Stock Exchange is available on the website at http://www.owmnahar.com/leasing_ltd/pdf/intimation-for-resignation-of-statutory-auditors.pdf Consequent to the casual vacancy created by their resignation, the Board of Directors, based on the recommendation of the Audit Committee, at their meeting held on November 09, 2022, appointed M/s. V.V. Bhalla & Co., Chartered Accountants, Ludhiana, Firm Registration No. 002928N with the Institute of

Chartered Accountants of India (ICAI) having a valid Certificate issued by the Peer Review Board of ICAI as Statutory Auditors of the Company, for this purpose to fill the casual vacancy caused by resignation of M/s. Ashish Sunil Jain & Co., Chartered Accountants, (Firm Registration No. 025047N) (the existing statutory auditors till November 09, 2022) forthefinancial officeuntil year2022-2023andtheyshallhold the conclusion of 39th Annual General Meeting to be held in the year 2023, to conduct the audit of the Company for the financial year ended March 31, 2023 with approval of members on a remuneration of Rs. 15,000/- plus applicable tax and reimbursement of out-of-pocket expenses incurred.

As recommended by the Audit Committee, the Board approved (subject to the approval of Members) that M/s V.V. Bhalla & Co., Chartered Accountants, Ludhiana, Firm Registration No. 002928N be appointed as Statutory Auditors of the Company for the next four years viz. Financial Years 2023-2024 to 2026-2027 i.e. a total term of five consecutive years, to hold office until the conclusion of 43rd Annual General Meeting to be held in the year 2027 on a remuneration of Rs. 15,000/- plus applicable tax and reimbursement of out-of-pocket expenses incurred.

A proposal for their appointment for Financial Year 2023-24 to 2026-27 (i.e. from conclusion of 39th AGM till conclusion of 43rd AGM) & their remuneration is contained in the notice of ensuing AGM for approval by the Members.

The Statutory Auditors of the Company have submitted the Auditors Report on the Financial Statements of the Company for the Financial Year ended March 31, 2023. The Auditors Report is self-explanatory and requires no comments. Further, there are no adverse remarks or qualification in the Report that calls for Boards 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 2022-2023.

M/s M.G. Jindal & Associates, Practicing Company Secretaries have carried out the Secretarial Audit for thefinancialyear ended March 31, 2023. The Secretarial Audit Report in Form No. MR-3 for the year ended 31st March, 2023 under the Act, read with rules made thereunder, is annexed financial 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 2022-2023.

M/s. Raj Gupta & Co., Chartered Accountants performs the duties of internal auditors of the Company for the financial year 2022-2023 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, 2023.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 Companys 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 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 2023-2024. 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

2023-2024.

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; and

(ii) The requirement to disclose the details of differencebetween 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 Companys 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 : 11.08.2023	DIN: 00493213