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Ar 2019-20 Including Therein the Audited Financial Statements for financial Year Ended 31St March, 2020, Are Being Sent Only by Email to the Members

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Ar 2019-20 Including Therein the Audited Financial Statements for financial Year Ended 31St March, 2020, Are Being Sent Only by Email to the Members NALWA SONS INVESTMENTS LIMITED ANNUAL REPORT 2019-20 www.nalwasons.com Execuve Director & C.E.O. Registrar & Transfer Agent Mr. Rakesh Kumar Garg Link Inme India Private Limited Noble Heights, 1st Floor, Plot No. NH2, C1 Block LSC, Near Savitri Market, Janakpuri, New Delhi - 110058 Directors Phone No. (011) 41410592/93/94 Mr. Ram Gopal Garg Fax No. (011) 41410591 Mr. Rajinder Parkash Jindal Email: [email protected] Mr. Mahender Kumar Goel Website: www.linkinme.co.in Mrs. Vaishali Deshmukh Mr. Nrender Garg Bankers State Bank of India Standard Chartered Bank Chief Financial Officer ICICI Bank Ltd. Mr. Deepak Garg Statutory Auditors Company Secretary M/s. Doogar & Associates Chartered Accountants Mr. Ajay Mial Secretarial Auditors M/s. Rajesh Garg & Co. Praccing Company Secretary Registered Office 28, Najafgarh Road, Mo Nagar Industrial Area, New Delhi - 110 015 India Phone: (011) 45021854, 45021812 Fax: (011) 25928118, 45021982 Email id: [email protected] Corporate Office Jindal Centre,12,Bhikaiji Cama Place, New Delhi-110066 Phone : (011) 26188345-60,41462000 Fax : (011) 41659169,26101562 Branch Office O.P. Jindal Marg, Hisar -125 005 (Haryana) India Phone: (01662) 222471-83 Fax: (01662) 220499 CONTENTS PAGE NO. 49th Annual General Meeng Noce 1 Directors’ Report 15 Date: 28th December, 2020 Corporate Governance Report 55 Day: Monday Management Discussion & Analysis Report 76 Time: 11:00 a.m. Independent Auditors’ Report 78 Balance Sheet 88 Statements of Profit & Loss Account 90 Cash Flow Statements 92 Consolidated Financial Statements 128 Financial Statement Pursuant to Secon 129 176 Nalwa Sons Investments Limited Annual Report 2019-20 Nalwa Sons Investments Limited Regd. Office: 28 Najafgarh Road, Mo Nagar Industrial Area, New Delhi – 110 015 Phone No.: (011) 45021854, 45021812; Fax No.: (011) 25928118, 45021982 Email Id.: [email protected] Website: www.nalwasons.com Corporate Office : Jindal Centre,12, Bhikaiji Cama Place,New Delhi-110066 Branch Office: O.P. Jindal Marg, Hisar- 125005, Haryana Phone: (01662) 222471-83; Fax: (01662) 220499 CIN: L65993DL1970PLC146414 NOTICE is hereby given that the 49th Annual General Meeng (“AGM”) of Members of Nalwa Sons Investments Limited will be held on Monday, the 28 day of December, 2020 at 11:00 A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt: a. the audited standalone financial statements of the Company for the financial year ended on 31st March, 2020, the Reports of Board of Directors and Auditors thereon, and b. the audited consolidated financial statements of the Company for the financial year ended on 31st March, 2020 and the Report of the Auditors thereon. 2. To appoint a Director in place of Mr. Mahender Kumar Goel (DIN: 00041866), who reres by rotaon and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTIONS: 3. AS A ORDINARY RESOLUTION: APPOINTMENT OF MR. NRENDER GARG AS AN INDEPENDENT DIRECTOR. “RESOLVED that pursuant to the provisions of Secons 149, 152 and all other applicable provisions, if any, and Schedule IV to the Companies Act, 2013 read with the Companies (Appointment and Qualificaon of Directors) Rules, 2014 and Regulaon 16 of the Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, Mr. Nrender Garg (DIN: 08486246), who was appointed as an Addional Director (Independent) w.e.f. 17th July, 2020 by the Board of Directors upon idenficaon by the Nominaon and Remuneraon Commiee (“Commiee”) of the Company aer sasfying the criteria laid down by the Commiee, be and is hereby appointed as an Independent Director of the Company, whose office shall not be liable to rere by rotaon, to hold office for a term of five consecuve years w.e.f. 17th July, 2020 ll 16th July, 2025.” 4. AS A SPECIAL RESOLUTION: RE-APPOINTMENT OF MRS. VAISHALI DESHMUKH AS AN INDEPENDENT DIRECTOR. “RESOLVED that pursuant to the provisions of Secons 149, 152 and all other applicable provisions, if any, and Schedule IV to the Companies Act, 2013 read with the Companies (Appointment and Qualificaon of Directors) Rules, 2014 and Regulaon 16 of Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, Mrs. Vaishali Deshmukh (DIN: 07133868), who was appointed as an Addional Director (Independent) w.e.f. 25th March, 2020 by the Board of Directors upon recommendaons of the 1 Nalwa Sons Investments Limited Annual Report 2019-20 Nominaon and Remuneraon Commiee of the Company (“Commiee”) aer sasfying the criteria laid down by the Commiee, be and is hereby re-appointed as an Independent Director of the Company, whose office shall not be liable to rere by rotaon, to hold office for a second term of five consecuve years w.e.f. 25th March, 2020 ll 24th March, 2025.” Branch Office: By Order of the Board O.P. Jindal Marg, For Nalwa Sons Investments Limited Hisar-125005 November 11,2020 (Ajay Mial) Company Secretary ICSI Membership No. : A47240 NOTES: 1. In view of the connuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated 5th May, 2020 read with circulars dated 8th April, 2020 and 13th April, 2020 (collecvely referred to as “MCA Circulars”) permied the holding of the Annual General Meeng (“AGM”) through VC / OAVM Facility, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 (“SEBI Lisng Regulaons”), MCA Circulars and circular dated 12th May 2020 issued by the Securies and Exchange Board of India (“SEBI Circular”), the 49th AGM of the Company is being held through VC / OAVM Facility. The detailed procedure for parcipang in the meeng through VC/OAVM Facility is menoned hereunder in this noce. The deemed venue for the 49th AGM shall be the Registered Office of the Company. In terms of the MCA Circulars and SEBI Circular, the Noce of the 49th AGM will be available on the website of the Company at www.nalwasons.com, on the website of BSE Limited at www.bseindia.com and Naonal Stock Exchange of India Limited at hps://www.nseindia.com and also on the website of Link Inme India Private Limited, at hps://instavote.linkinme.co.in 2. Pursuant to the provisions of the Act, a Member entled to aend and vote at the AGM is entled to appoint a proxy to aend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circular through VC / OAVM Facility, physical aendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the 49th AGM of the Company and therefore the Proxy Form and Aendance Slip are not annexed to this Noce. 3. Aendance of the Members of the Company, parcipang in the 49th AGM through VC / OAVM Facility will be counted for the purpose of reckoning the quorum under secon 103 of the Act. 4. Pursuant to the provisions of Secon 108 of the Act read with Rule 20 of the Companies (Management and Administraon) Rules, 2014 (as amended), Secretarial Standard on General Meengs (SS-2) issued by the Instute of Company Secretaries of India (“ICSI”) and Regulaon 44 of Lisng Regulaons read with MCA Circulars and SEBI Circular, the Company is providing remote e-Vong facility to its Members in respect of the business to be transacted at the 49th AGM and facility for those Members parcipang in the 49th AGM to cast vote through e- Vong system during the 49th AGM. Link Inme India Private Limited (“Link Inme”/”RTA”) will be providing facility for vong through remote e-Vong, for parcipaon in the 49th AGM through VC/OAVM Facility and e- Vong during the 49th AGM. 5. An Explanatory Statement pursuant to Secon 102 of the Companies Act, 2013 relang to special business to be transacted at the AGM is annexed hereto. 2 Nalwa Sons Investments Limited Annual Report 2019-20 6. The relevant details as required under Regulaon 36(3) of the SEBI Lisng Regulaons and Secretarial Standard on General Meengs ("SS-2") of the person seeking appointment/re-appointment as Director under Item No. 2,3 and 4 of the Noce, are also aached. The Company has received relevant disclosures / consent from the Directors seeking appointment/re-appointment. 7. Pursuant to Secon 91 of the Act and Regulaon 42 of the SEBI Lisng Regulaons, the Register of Members and the Share Transfer books of the Company will remain closed from Monday, December 21, 2020 to Thursday, December 24, 2020 (both days inclusive) 8. The Securies and Exchange Board of India (‘SEBI’) has mandated submission of Permanent Account Number (‘PAN’) by every parcipant in securies market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Parcipants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to submit their PAN details to the Registrar. 9. SEBI had also mandated that requests for effecng transfer of securies (except transmission or transposion of securies) shall not be processed aer March 31, 2019, unless the securies are held in dematerialized form. Hence, the Members holding shares in physical form are requested to convert their holdings to dematerialized form at the earliest. 10. Pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situaon, owing to the difficules involved in despatch of physical copies of the Noce of the 49th AGM and the Annual Report for the year 2019-20 including therein the Audited Financial Statements for financial year ended 31st March, 2020, are being sent only by email to the Members.
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