General information about company | |
| Scrip code | 500296 |
| NSE Symbol | NAHARSPING |
| MSEI Symbol | NOTLISTED |
| ISIN | INE290A01027 |
| Name of the entity | NAHAR SPINNING MILLS LIMITED |
| Date of start of financial year | 01-04-2022 |
| Date of end of financial year | 31-03-2023 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2023 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 1000 listed entities |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Jawahar Lal Oswal | AABPO2481J | 00463866 | Non-Executive - Non Independent Director | Chairperson related to Promoter | 01-10-1943 | No | Active | Yes | 28-09-2018 | 30-09-1992 | 31-03-2006 | 5 | 0 | 0 | 0 | ||||||||
| 2 | Mr | Dinesh Oswal | AABPO2476P | 00607290 | Executive Director | Not Applicable | MD | 04-10-1965 | No | Active | NA | 21-05-1995 | 01-01-2022 | 4 | 0 | 0 | 0 | ||||||||
| 3 | Mr | Kamal Oswal | AACPO9697F | 00493213 | Non-Executive - Non Independent Director | Not Applicable | 22-09-1962 | No | Active | NA | 30-09-1991 | 31-03-2006 | 5 | 0 | 1 | 0 | |||||||||
| 4 | Mr | Dinesh Gogna | AAVPG4248H | 00498670 | Non-Executive - Non Independent Director | Not Applicable | 07-07-1953 | No | Active | NA | 21-05-1985 | 12-01-2007 | 6 | 0 | 8 | 2 | |||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | Satish Kumar Sharma | AFTPS6625R | 00402712 | Non-Executive - Non Independent Director | Not Applicable | 04-09-1952 | No | Active | NA | 25-08-2000 | 12-01-2007 | 3 | 0 | 3 | 0 | |||||||||
| 6 | Mrs | Manisha Gupta | AGBPG4907F | 06910242 | Non-Executive - Independent Director | Not Applicable | 19-06-1979 | No | Active | NA | 26-09-2017 | 26-09-2022 | 60 | 6 | 6 | 7 | 1 | ||||||||
| 7 | Mr | Vijay Asdhir | ABMPA0254D | 06671174 | Non-Executive - Independent Director | Not Applicable | 22-07-1947 | No | Active | Yes | 29-09-2021 | 26-09-2017 | 26-09-2022 | 60 | 2 | 2 | 4 | 3 | |||||||
| 8 | Mr | Yash Paul Sachdeva | AFVPS9526F | 02012337 | Non-Executive - Independent Director | Not Applicable | 03-05-1962 | No | Active | NA | 24-08-2022 | 24-08-2022 | 60 | 3 | 3 | 0 | 0 | ||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 9 | Mr | Anchal Kumar Jain | ABNPJ4703H | 09546925 | Non-Executive - Independent Director | Not Applicable | 17-08-1959 | No | Active | NA | 24-08-2022 | 24-08-2022 | 60 | 2 | 2 | 1 | 0 | ||||||||
| 10 | Mr | Roshan Lal Behl | ABKPB0301N | 06443747 | Non-Executive - Independent Director | Not Applicable | 28-01-1957 | No | Active | NA | 29-09-2020 | 29-09-2020 | 60 | 6 | 6 | 9 | 5 | ||||||||
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 06671174 | Vijay Asdhir | Non-Executive - Independent Director | Chairperson | 25-09-2020 | ||
| 2 | 00498670 | Dinesh Gogna | Non-Executive - Non Independent Director | Member | 30-06-2001 | ||
| 3 | 06443747 | Roshan Lal Behl | Non-Executive - Independent Director | Member | 01-04-2022 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02012337 | Yash Paul Sachdeva | Non-Executive - Independent Director | Chairperson | 24-08-2022 | ||
| 2 | 06910242 | Manisha Gupta | Non-Executive - Independent Director | Member | 26-09-2017 | ||
| 3 | 06443747 | Roshan Lal Behl | Non-Executive - Independent Director | Member | 01-04-2022 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 06671174 | Vijay Asdhir | Non-Executive - Independent Director | Chairperson | 26-09-2017 | ||
| 2 | 00402712 | Satish Kumar Sharma | Non-Executive - Non Independent Director | Member | 30-06-2001 | ||
| 3 | 09546925 | Anchal Kumar Jain | Non-Executive - Independent Director | Member | 24-08-2022 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00607290 | Dinesh Oswal | Executive Director | Chairperson | 31-05-2021 | ||
| 2 | 06443747 | Roshan Lal Behl | Non-Executive - Independent Director | Member | 31-05-2021 | ||
| 3 | 09546925 | Anchal Kumar Jain | Non-Executive - Independent Director | Member | 24-08-2022 | ||
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00607290 | Dinesh Oswal | Executive Director | Chairperson | 29-05-2014 | ||
| 2 | 00498670 | Dinesh Gogna | Non-Executive - Non Independent Director | Member | 29-05-2014 | ||
| 3 | 02012337 | Yash Paul Sachdeva | Non-Executive - Independent Director | Member | 24-08-2022 | ||
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 10-11-2022 | Yes | 10 | 10 | 5 | |||
| 2 | 04-02-2023 | 85 | Yes | 10 | 10 | 5 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 10-11-2022 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 04-02-2023 | 85 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Stakeholders Relationship Committee | 10-11-2022 | Yes | 3 | 3 | 2 | 0 | |||
| 4 | Stakeholders Relationship Committee | 04-02-2023 | 85 | Yes | 3 | 3 | 2 | 0 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | Yes | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | NA | |
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | BRIJ SHARMA |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | http://owmnahar.com/spinning/about.php | |
| 2 | Terms and conditions of appointment of independent directors | Yes | http://owmnahar.com/spinning/pdf/Appointmnet_Letter_Indepdendent_Directors_NSML.pdf | |
| 3 | Composition of various committees of board of directors | Yes | http://owmnahar.com/spinning/committees-of-directors.php | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | http://owmnahar.com/spinning/pdf/spinning-code-conduct1.pdf | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | http://owmnahar.com/spinning/pdf/vigil_mechanism.pdf | |
| 6 | Criteria of making payments to non-executive directors | NA | ||
| 7 | Policy on dealing with related party transactions | Yes | http://owmnahar.com/spinning/pdf/RPT-NAHAR-SPINNING-2022.pdf | |
| 8 | Policy for determining ‘material’ subsidiaries | NA | ||
| 9 | Details of familiarization programmes imparted to independent directors | Yes | http://owmnahar.com/spinning/pdf/familiarization-2022.pdf | |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | http://owmnahar.com/spinning/share-holdinginfo.php | |
| 11 | email address for grievance redressal and other relevant details | Yes | http://owmnahar.com/spinning/share-holdinginfo.php | |
| 12 | Financial results | Yes | http://owmnahar.com/spinning/board_meeting_notice.php http://owmnahar.com/spinning/quaterly-result.php http://owmnahar.com/spinning/annual.php | |
| 13 | Shareholding pattern | Yes | http://owmnahar.com/spinning/share.php | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | NA | ||
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | http://owmnahar.com/spinning/newspaper-notices.php | |
| 18 | Credit rating or revision in credit rating obtained | Yes | http://owmnahar.com/spinning/credit-ratings.php | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | NA | ||
| 20 | Whether company has provided information under separate section on its website as per Regulation 46(2) | Yes | http://www.owmnahar.com/spinning/about.php | |
| 21 | Materiality Policy as per Regulation 30 | Yes | http://owmnahar.com/spinning/pdf/policy_for_determination_of_materiality.pdf | |
| 22 | Dividend Distribution policy as per Regulation 43A (as applicable) | Yes | http://owmnahar.com/spinning/pdf/dividend_distribution.pdf | |
| 23 | It is certified that these contents on the website of the listed entity are correct | Yes | http://www.owmnahar.com/spinning/about.php | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1), 17(1A) & 17(1B) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Quorum of Board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 18 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 19 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 20 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 22 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 23 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 24 | Vigil Mechanism | 22 | Yes | |
| 25 | Policy for related party Transaction | 23(1),(1A),(5),(6),(7) & (8) | Yes | |
| 26 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 27 | Approval for material related party transactions | 23(4) | Yes | |
| 28 | Disclosure of related party transactions on consolidated basis | 23(9) | NA | |
| 29 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 30 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Annual Secretarial Compliance Report | 24(A) | Yes | |
| 32 | Alternate Director to Independent Director | 25(1) | NA | |
| 33 | Maximum Tenure | 25(2) | Yes | |
| 34 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 35 | Familiarization of independent directors | 25(7) | Yes | |
| 36 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 37 | D & O Insurance for Independent Directors | 25(10) | Yes | |
| 38 | Memberships in Committees | 26(1) | Yes | |
| 39 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 40 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 41 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | ||||
Annexure II | ||
| 1 | Name of signatory | BRIJ SHARMA |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure II | |||
III. Affirmations | Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | NA | |
| Any other information to be provided | |||
Annexure II | ||
| 1 | Name of signatory | BRIJ SHARMA |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Text Block | |
| Textual Information(1) | No any loan/guarantees/security provided by the Company directly or indirectly to promoter or any other entity controlled by them during the six months |
Signatory Details | |
| Name of signatory | BRIJ SHRAMA |
| Designation of person | Company Secretary and Compliance Officer |
| Place | LUDHIANA |
| Date | 19-04-2023 |