Mar 31, 2018
Dear Members,
The directors have pleasure in presenting the THIRTIETH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2018.
FINANCIAL PERFORMANCE
Your Companyâs Financial Performance during the year is summarised below:
(Rs. In crores)
PARTICULARS |
STANDLONE |
CONSOLIDATED |
||
CURRENT YEAR |
PREVIOUS YEAR |
CURRENT YEAR |
PREVIOUS YEAR |
|
Total Income (Net of Excise) |
255.63 |
257.94 |
254.63 |
256.94 |
Less: Total Expenses |
248.47 |
249.69 |
248.47 |
249.68 |
Profit before Tax |
7.16 |
8.25 |
6.16 |
7.26 |
Less Tax Expenses (including deferred tax) |
2.06 |
(1.79) |
2.06 |
(1.79) |
Share of Profit from Associate |
- |
- |
11.07 |
9.79 |
Net profit from continuing operations |
5.10 |
10.04 |
15.17 |
18.84 |
Other Comprehensive Income |
(44.31) |
46.65 |
(44.31) |
46.65 |
Profit/ Loss for the period |
(39.21) |
56.69 |
(29.14) |
65.49 |
INDIAN ACCOUNTING STANDARD
The Ministry of Corporate Affairs (MCA) vide its notification dated February, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. The Company has adopted Indian Accounting Standards (Ind AS) from 01 April 2017 (transition date being 01 April 2016) and accordingly, the financial statements have been prepared as per the Indian Accounting Standard Rules, 2015, as prescribed under section (133) of the Companies Act, 2013 read with relevant Rules issued thereunder and the other accounting principles generally accepted in India.
The Reconciliation and the effect of the transition as per GAAP vis a vis Ind AS has been provided in Note no 34 in the notes to the account in the Financial Statements.
OPERATIONAL REVIEW AND STATE OF AFFAIRS
We would further like to inform you that the disclosure requirements as per Indian Accounting Standard (Ind AS 108) issued by the Institute of Chartered Accountants of India, New Delhi are not applicable to the Company as the main business activities of Company falls under single segment i.e. :BOPP Films.
Further, pursuant to the requirement of section 129(3) of the Companies Act, 2013 the Company has Consolidated the Financial statements for the year ended 31st March, 2018 in respect of its Associate companies, We would brief you regarding the financial performance of the company on Standalone as well as Consolidated basis, which is as under:-
STANDALONE FINANCIAL PERFORMANCE
We are pleased to inform that during the year under review on standalone basis, Company achieved a Total Income of Rs. 255.63 Crores (Net of Excise) as against of Rs. 257.94 Crores in the previous year. Thus the Company has been able to maintain its Top line. However the Companyâs performance was severally impacted because of disruptions of trade in the domestic market due to the Goods & Services Tax implementation and Demonetization and Company could earn a Profit before tax of Rs. 7.16 Crores as against Rs. 8.25 Crores in the previous year. After providing Rs 2.06 Crores for taxation (including deferred tax) it earned a Net Profit of Rs 5.10 Crores during the year.
After taking into account "Other Comprehensive Income" (i.e.is fall of Rs (44.31) Cores in the Market Price of the Securities held by the Company and other Ind AS Adjustments) as per Accounting Standard, there is Loss of Rs (39.21) Crores during the year. The Companyâs General Reserves stand at Rs 101.60 Crores on 31st March, 2018..
CONSOLIDATED FINANCIAL PERFORMANCE
On consolidated basis, Company earned Total Income of Rs. 254.63 Crores (Net of Excise) as against Rs.256.94 Crores (Net of Excise) in the previous year. It earned a profit before tax of Rs. 6.16 Crores as against Rs. 7.26 Crores in the previous year. After providing Rs 2.06 Crores for taxation including deferred tax) and share of profit from Associates of Rs 11.07 Crores, it earned a Net Profit of Rs 15.17 Crores during the year. However after taking into accounts "Other Comprehensive Income" (i.e fall of Rs (44.31) Cores in the Market Price of the Securities held by the Company and other Ind AS Adjustments) as per Accounting Standard, there is Loss of Rs (29.14) Crores during the year.
In the Current year, the Company is performing well. Your Management is of the opinion it will be able to put up a reasonably good performance in the current year.
DIVIDEND
The Board in its meeting held on 30th May, 2018 has recommend a dividend @ 10% i.e. (Rs. 0.50/- per Equity Share of 5/- each) on the paid up equity share capital for the financial year ended 31st March, 2018 out of the reserves of the company. The proposal is subject to the approval of the Shareholders at the ensuing annual general meeting scheduled to be held on 28th September, 2018.The total dividend declared (excluding dividend distribution tax) for the current year is Rs. 1.23 crores.
The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the reserve of the Company to all those shareholders whose name shall appear in the Register of Members on 11th September 2018 or Register of Beneficial Owners, maintained by the Depositories as at the close of 11th September 2018.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 all dividend remaing unpaid and unclaimed for a period unpaid and unclaimed for a period of seven consecutive years is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, the company has transferred an amount of Rs. 2,98,742 (Rs. Two Lacs Ninety Eight Thousand Seven Hundred and Forty Two only) being the amount of unclaimed dividend for the year 2009-10 to the Investor Education and Protection Fund.
Further, unclaimed/unpaid dividend for the year 2010-11 shall be transferred to Investor Protection Fund pursuant to section 124(5) of the Companies Act, 2013 in November, 2018. The Company has already sent letter/notice to the shareholders informing them to claim the unclaimed dividend from the Company before such transfer to the Investor Education and Protection Fund.
Besides, as per the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares on which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more is required to be transferred to the Demat account of the IEPF Authority. Accordingly in compliance of the said provision of the Act, 4,04,694 (Four Lakh Four Thousand Six Hundred and Ninety Four Only) equit shares of Rs 5/- each, were transferred to the DP/Client ID IN300708/10656671 opened in the name of the Investor Education and Protection Fund Authority. The details of the Shareholders whose shares have been transferred to the Demat account if IEPF Authority is also available on Companyâs website http://owmnahar.com/ nahar polyfilm/pdf/2008-09.pdf and the same can be accessed through the link : www.iepf.gov.in.
We are pleased to inform that Shareholders can reclaim their subject shares/dividend by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. The Shareholders can also view the procedure at www.iepf.gov.in.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Dr. (Mrs.) H. K. Bal and Prof. K.S. Maini were relieved from the office of Directors on the expiry of their terms of office on 26th September, 2017. Dr. Inder Mohan Chhibba (DIN 07913491) and Dr. Manisha Gupta (DIN 06910242) were appointed as Independent Directors of the Company to hold office for Five (5) Consecutive years for a term upto 25th September, 2022 on 26th September, 2017. We would also like to inform you that pursuant to provisions of section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Sh. Jawahar Lal Oswal (DIN 00463866) and Sh. Dinesh Gogna (DIN 00498670), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The Board recommends their re-appointment to the members of the Company at the ensuing Annual General Meeting.
Further, Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018, notified on 9th May, 2018 and which will be applicable w.e.f 1st April, 2019, prescribes that no listed entity shall appoint a person or continue directorship of any person as a non-executive director, who has attained the age of seventy five years unless a Special Resolution is passed to that effect. We would like to inform you that Mr. Jawahar Lal Oswal, who is a Non-Executive Chairman, is going to reaches the age of Seventy Five Years on 1st October, 2018. Accordingly in compliance of Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018, Company has proposed the Special Resolution in the accompanying Notice of 30th Annual General Meeting, for shareholders approval so that he can continue to be Directors of the Company even after the age of seventy five years.
Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Satish Kumar Sharma, Executive Director, Mr. Rakesh Kumar Jain, Chief Financial Officer and Mrs. Nidhi Khande, Company Secretary are the Key Managerial Personnel (hereinafter referred as KMP) of the Company. There has been no change in the KMP since the last fiscal year.
BOARD EVALUATION
The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Performance Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors, Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.
The Board carried out a formal Annual performance evaluation as per the criteria/framework laid down by the Nomination and Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to evaluate the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The outcome of the Board Evaluation for the Fiscal 2018 was discussed by the Nomination and Remuneration Committee at the meeting held on 29th May, 2018 and the Board at the meeting held on 30th May, 2018.
The Board was satisfied with the evaluation process and the approved the evaluation results thereof.
CORPORATE POLICIES:
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As per the said regulations, the listed companies are required to formulate certain policies. As good corporate the company has already formulated several corporate governance policies and the same are available on the Companyâs website i.e., www.owmnahar.com. The said policies are reviewed periodically by the board to make them in compliance with the new Regulations/ requirements.
The Company has adopted certain policies, the details of which are given hereunder:
Name of the Policy |
Brief Description |
Appointment & Remuneration Policy |
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. The Policy formulates the principle and criteria for determining qualification, competences, positive attributes, integrity and independence etc. for Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of directors, key manager personnel and other employees. |
Corporate Social Responsibility Policy |
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with companies ( Corporate Social Responsibility Policy Rules, 2014, the CSR Committee formulated the CSR Policy which was adopted by the Board. The CSR policy outlines the various programmes/ projects/ activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013. |
Whistle Blower Policy |
Pursuant to the provisions of |
Section 177 of the Companies Act, 201 3 company has formulated and adopted Vigil Mechanism/ whistle Blower policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct. |
|
Policy for determining the Material Related Party Transactions and dealing with the related party transactions |
Pursuant to the requirements of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the company and its group companies and related parties. The Policy has been uploaded on the Companyâs website and can be accessed at http://www.owmnahar.com/ nahar_polyfilm/pdf/RPT-NAHAR-POLY.pdf |
Insider Trading Policy |
To provide the framework for dealing in the Securities of the company by the Insiders, the Board has approved and adopted the following Codes in its Meeting held on 30.05.2016 under SEBI (Prohibition of Insider Trading) Regulations, 2015: I. Code of practices and procedures for fai r disclosure of unpublished price sensitive information.. ii. Code of conduct to regulate, monitor and report trading by insiders. The Code helps to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive |
information in relation to the Company and during the period when the Trading Window is closed. |
|
Policy for preservation of Documents |
Board of directors in their meeting held on 10th February, 2016 has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per the requirements of applicable laws. |
Archival Policy |
Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board has approved and adopted the Archival Policy in its Meeting on 10th February 2016. The Policy ensures protection, maintenance and archival of Companyâs disclosures, documents and records that are placed on Companyâs website i .e. www.owmnahar .com |
Board Diversity Policy |
The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board diversity as per the recommendations of the Nomination and Remuneration Committee. The policy envisages of diversification of Companyâs Board in respect of age, knowledge and experience expertise. |
APPOINTMENT AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under section 178(3) of the Companies Act, 2013. The Objective of the Policy is to have an appropriate mix of Non-Executive and Independent Directors to maintain the indpendence of the Board and separate its functions of governance and management. The present Board consists of twelve members. Sh. Jawahar Lal Oswal is Non Executive Chairman. Sh. Satish Kumar Sharma is an executive director. There are five Non Executive Directors and six are Independent Directors out of which one director namely; Dr Manisha Gupta as woman director on the Board.
The Companyâs Policy of appointment and Remuneration includesg criteria for determining Qualification, Positive Attributes, Independence of Directors and Other matters, as required under sub section 3 of Section 178 of the Companies Act, 2013. The Policy also laid down the criteria for determining the remuneration of directors, key managerial personnel and other employees. The Appointment and Remuneration policy of the Company is available on the Companyâs website and can be accessed athttp://www.owmnahar.com/nahar_polyfilm/pdf/ NPFLAPPOINTMENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last fiscal year. We affirm the remuneration paid top the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Companyâs Independent Directors held their meeting on 22nd December, 2017, without the attendance of Non Independent Directors and members of the management. All Independent Directors were present at the meeting. At the meeting, they:-
I. Reviewed the performance of non-Independent directors and the Board as a whole;
ii. Reviewed the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non- Executive Directors;
iii. Assessed the quality and timeliness of the flow of information between the companyâs Management and the Board which is necessary for the Board to effectively and reasonably perform their dulies.
FAMILIARISATION PROGRAMS FOR BOARD MEMBERS
All new Independent Directors inducted into the Board attend an orientation programme. Further, at the time of apoointing a Director, the Company issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with all policies/Guidelines as framed by the Company under various statutes and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to familiarize with Companyâs procedure and practices. Further, to update them on the regular basis, the Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The details of Companyâs Policy on Familiarisation Programs for Independent Directors are posted on the website of the Company and can be assessed at http://www.owmnahar.com/nahar polyfilm/pdf/ Familiarizatio-Program-NPFL0001.pdf We would like to inform you that the Securities Exchange Board of India vide its Notification dated 9th May, 2018 issued Regulations known as SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulations, 2018. Likewise, the Ministry of Corporate Affairs, New Delhi also notified companies (Amendment) Act, 2018 on 7th May, 2018 whereby some provisions of Companies Act, 2013 were changed/amended. The Company provided copies of said Regulations as well as Companies (Amendment) Act, 2018 to all the Directors so that they can update their knowledge in Corporate/SEBI law. Besides, an interactive session was also conducted by Mr P.S. Bathla, a Practicing Company Secretary with all the Directors to apprise them with the silent features of the SEBI Regulations and Companies (Amendment) Act, 2018.
NO OF BOARD MEETINGS
During the year under review, the Board of Directors met four times i.e. 30th May, 2017, 12th August, 2017, 14th November, 2017 and 10th February, 2018 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
Your Company is engaged in the Manufacture of Bi-Axially Oriented Polypropylene Films (BOPP) for which sometimes the Company purchases DEPP Licenses from group company(s) which are in the ordinary course of business at Armâs length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc which may have potential conflict of interest with the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014. However, the transactions entered into with the Group Companies during the year under review, has been given to Notes to the financial statements in accordance with the Accounting Standards The Company has not entered into any contract or arrangement with the related parties as referred in Section 188(1) of the Companies Act, 2013. Thus the requirement for disclosure of particulars of contracts or arrangement with related parties referred to in Section 188(1) is not applicable. However, as per Companyâs policy, all the Group Companies transactions regarding sales/purchase etc. are placed before the Audit Committee as well as the Board, for their information and approval.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.
SHARE CAPITAL
The Paid up equity share capital of the Company as on 31st March, 2018 is Rs. 1229.40 Lacs. During the year under review Company has neither issued shares with differential voting rights as to dividend, voting or otherwise nor granted stock options or sweat equity under any scheme.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013-
Details of Loans, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in the Annual Report. The company has not given any guarantee under section 186 of the Companies Act, 2013
CORPORATE SOCIAL RESPONSIBILITY
As reported in our last report, company adopted CSR Policy and decided to undertake CSR activity in collaboration with Group Companies under one umbrella i.e. through Oswal Foundation, which is a Registered Society formed in 2006, having its charitable objects in various fields. The details of the CSR policy are available on the companyâs website i.e. www.owmnahar.com
During the year under review, company could not spend an amount of Rs. 21.84 Lacs (being the 2% of the average net profits made during the three immediate preceding financial years on CSR activities) because of the deferment of the Eye Care project by the charitable medical institution. The Company also made efforts to identify projects in other areas. However, it was not able to identify meaningful projects, finalize implementation agencies and the target beneficiaries which would have created a visible impact on the society.
Due to the aforementioned reasons, the Company was not able to spend its CSR amount during the financial year 2017-18 till 31st March, 2018. The Company remains committed towards the noble cause of social development and has accordingly, decided to carry forward the unspent amount of Rs. 21.84 Lacs for the Financial Year 2017-18 to the next year. M/s Oswal Foundation has already begun helping to run the charitable hospital for the purposes of diagnosis & treatment besides other charitable activities under CSR already approved.
Accordingly the company has issued a cheque amounting to Rs 38.47 Lacs, which includes the amount of Rs 16.63 Lacs CSR liability for financial year 2016-17 and Rs 21.84 Lacs for the financial year 2017-18 in the month of July, in favour of M/s Oswal Foundation for the purposes of promotion of charitable hospital being run by Mohan Dai Oswal Cancer Treatment & Research Foundation. Thus, with the said transfer of amount CSR Expenditure Reserve created in the books of accounts stand fully utilized for the purpose of CSR activities.
The disclosure in respect of the existing CSR activities pursuant to section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies(Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as "Annexure I" and forms part of this Report. AUDIT COMMITTEE
As required under Section 177 of the Companies Act, 2013, the Board of Directors have already constituted Audit committee, consisting of Sh. Suresh Kumar Singla as Chairman, Dr Vijay Asdhir and Sh. Dinesh Gogna, Directors as members. Mrs. Nidhi Khande is the Secretary of the committee. The committee held four meetings during the year under review.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2013, the Company established a Vigil Mechanism process as an extension of Companyâs Code of Conduct whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the members of the Committee about unethical behavior, actual or suspected, fraud or violation of Companyâs Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Companyâs Website. The Company has a dedicated e-mail address i.e. [email protected] for reporting the genuine concerns.
The Audit Committee regularly reviews the working of the Mechanism. No complaint was received during the year under review.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANY
The Company does not have any Subsidiary and joint venture company. The Company has only one associate company i.e., M/S. Nahar Capital and Financial Services Limited. No Company has become or ceased to be the Associate Company of the Company during the year under the review.
CREDIT RATING
We are pleased to inform that the Credit Analysis and Research (CARE) vide their letter dated 12th March, 2018 has re-affirmed the credit rating "CARE A-" for long term debt instruments/ facilities and "CARE A2 " for the short term debt instruments/ facilities of the Company. The rating âAâ indicates stable and rating âA2 â indicates strong degree of safety regarding timely payment of the financial obligations. CONSOLIDATED FINANCIAL STATEMENTS As per Companies Act, 2013, the Company has One Associate Company viz. M/s Nahar Capital and Financial Services Limited as defined under the Companies Act, 2013. Pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company has consolidated the financial statements in respect of above said Associate Company for the financial year ended 31 st March, 2018. Further, a report on the performance and financial position of the Associate Company as per the Companies Act, 2013 in the Form AOC-1 is annexed to the Financial Statements for the year ended 31.03.2018.
GREEN INITIATIVE
The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies. 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, 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:-[email protected] or [email protected]. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the Environment.
LISTING OF SECURITIES
The securities of the Company are listed on the following Stock Exchanges:
1. The B.S.E. Ltd., 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001
2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400051 The company has paid listing fee to both the Stock Exchanges for the financial year 2018-2019.
DEMATERIALISATION OF SECURITIES.
As the members must be aware that Companies securities are tradable compulsorily in electronic form w.e.f. 21st March, 2000. Your company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31st March, 2018, 94.87% of the total Equity Share Capital has been de-materialized. The shareholder (s) who have not gone in for dematerialization of shares till date, are requested to opt for dematerialization of the shares at the earliest.
Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH December, 2002, Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. 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, demat/remat, change of address etc. to our registrar at below mentioned address:
M/s. Alankit Assignments Ltd.
(Unit : Nahar Poly Films Ltd.)
Alankit House,2E/21, Jhandelwalan Extension NEW DELHI-110055
Telephone No.:(011)23541234
Fax No. :(011)41540064
E-mail Address:[email protected]
SEBI vide its Gazetted notification dated June 08, 2018 amended the Regulation 40 (1) (b) of SEBI (LODR) Regulations, 2015 whereby it has been provided that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with the Depository.
The said amendment shall come into force on the one hundred and eightieth day from the publication of Official Gazette.
In view of the above, members are hereby informed that effective 5th December, 2018 requets for effecting transfer of securities in physical form shall not be processed unless the securities are held in the dematerialized form with a Depository. Hence all members who are holding equity shares in physical form are requested to go in for dematerialization of securities at the earliest.
In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.
DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to the requirements of the Companies Act, 2013.
The Directors confirm:
I) that in preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanations relating to material departures.
ii) that they 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 at the end of the financial year and of the profit and loss of the Company for that period;
iii) that they had taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting any fraud and other irregularities.
iv) that they had prepared the Annual Accounts on a going concern basis.
v) 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
vi) that the directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS & AUDITORâS INDEPENDENT REPORT
STATUTORY AUDITORS
We wish to inform you that M/s YAPL & Co, Chartered Accountants, Firm Registration No (017800N), were appointed as Statutory Auditor by the Members of the Company, for a term of five consecutive years starting from the conclusion of the 29th Annual General Meeting upto the conclusion of the 34th Annual General Meeting of the Company in the calendar year 2022. As per the proviso of section 139(1) the matter relating to appointment of the Auditors was to be ratified by the Members at the every Annual General Meeting of the Company. The Ministry of Corporate Affairs vide its notification dated 07 May, 2018, has omitted the first proviso of section 139 of the principal Act in sub section (1). Accordingly the Board has not proposed any resolution for the ratification of Appointment of Auditors by the shareholders.
AUDIT REPORT
The Statutory Auditors have submitted the Audit Report on the Standalone as well as Consolidated Accounts of the Company for the Accounting year ended on 31st March, 2018. The observations and comments given by Auditors in their Report read together with the Notes to the Financial Statements are self explanatory and require no comments.
COST AUDITORS
We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 31st December, 2014 amended Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Companyâs business activities has been included with in the purview of Cost Audit requirement. Accordingly, the company is maintaning Accounts and Costing reports. Further the Board of Directors on the recommendation of Audit Committee has also appointed M/S. Khushwinder Kumar & Associates, Cost Accountant, as Cost Auditors of the Company for financial year 2018-19 and has fixed a remuneration of Rs. 45000/- (Rupees Forty Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses incurred subject to the ratification of the members as per the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014, A resolution for the ratification of the remuneration of the Cost Auditor by the shareholders at the ensuing Annual General Meeting is being proposed for your approval.
SECRETARIAL AUDITOR
The Board, pursuant to the provision of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla & Associates, Practising Company Secretaries, having Certificate of Practice No. 2585 to conduct Secretarial Audit of the Company for the financial year 2018-19.
M/s. P.S. Bathla & Associates, Practising Company Secretaries have carried out the secretarial Audit for the financial year ended March 31, 2018 and submitted their Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure II and forms part of this report.
The Report is self explanatory and requires no comments.
BUSINESS RISK MANAGEMENT
The Company has laid down Risk Management Policy. The Policy aims to identify, evaluate manage and monitor all types of risks which are associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk management process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company is engaged in the manufacture of BOPP Films and has identified certain risks which may affect the performance of the Company. These include operational risks such as fluctuation in the prices of the raw materials which include petrol, fluctuation in foreign exchange rates, Labour problems, regulatory risks, Government Policy etc. We are of the opinion that none of identified risk is such that which may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROL AND SYSTEMS
The Company is maintaining an efficient and effective system of Internal Financial Control for facilitation of speedy and accurate compilations of financial statements. The Companyâs Internal Financial Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliances with procedures, laws and regulations. The Companyâs Internal Control System commensurate with the nature of its business and size of its operations. In order to further strength the Internal Control System and to automate the various process of the business, Company is making use of Enterprise Resource Planning (ERP).
Further, pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the company has also appointed Mr. Sandeep Gupta, a Chartered Accountant, having Membership no 540217 as Internal Auditor for a period of three years. The Company is having Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems lay down by the Management and suggests improvement in the systems. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board. During the year, Companyâs Internal Controls were tested and no reportable weakness in the system was observed.
Apart from the above, an Audit Committee consisting of three Non Executive Directors has been constituted. All the significant audit observations and follow up Actions thereon are taken care of by the Audit Committee. The Audit Committee also oversees and reviews the adequacy and effectiveness of Internal Control in the company. 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.
PUBLIC DEPOSITS
During the year under review, the company has not accepted any Public Deposit within the meaning of section 73,of the Companies Act,2013 and the 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: Not Applicable
DISCLOSURE AS PER 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 the rules framed thereunder.
The Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2017-18, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31 March, 2018.
ANNUALRETURN
The Extract of Annual Return of the Company, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2017-18 in the Form MGT-9 has been uploaded on Companyâs website at http://owmnahar.com/nahar_polyfilm/pdf/Extract-of-Annual-Return-17-18.pdf as the requirement of attaching the extract of Annual Return with Boardâs Report has been done away by Section 36 of Companies (Amendment) Act, 2017 notified by Ministry of Corporate Affairs, New Delhi, vide its Notification dated 31st July, 2018.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as âAnnexure IVâ and form part of this report.
In terms of section 197(14) of the Companies Act, 2013, the Company does not have any Holding Company. However, the details regarding remuneration received by Executive Director is also given in point 5 of the ANNEXURE III annexed hereto and form part of this report.
During the year under review, No employee of the Company was in receipt of remuneration exceeding the limits as provided under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The detailed information as required under section 134(3) of the companies Act, 2013 read with Sub rule 3 of the Rule 8 Companies (Accounts) Rules, 2014, is enclosed as per Annexure-IV and forms part of this report.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate Governance. The company has already constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Part C of Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith as Annexure-V and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under the Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as per annexure-VI and forms the part of this Report.
INDUSTRIAL RELATIONS
The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.
ACKNOWLEDGEMENT
The Board of Directors of the company wish to place on record their gratitude and appreciation to all workers, staff members and executives for their contribution to the operations of the company. The Directors are thankful to the Bankers, Financial Institutions for their continued support to the company. The Directors also place on record their sincere thanks to the shareholders for their continued support, cooperation and confidence in the Management of the Company.
FOR AND ON BEHALF OF THE BOARD
JAWAHAR LAL OSWAL
PLACE : LUDHIANA (CHAIRMAN)
DATED : 6TH AUGUST, 2018 DIN:00463866
Mar 31, 2016
Dear Members,
The directors have pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT on the affairs of the Company for the financial year ended 31st March, 2016.
FINANCIAL PERFORMANCE
The Companyâs Financial Performance during the year is summarized below:
(Rs. In Crores)
|
STANDA |
LONE |
CONSOL |
DATED |
PARTICULARS |
CURRENT |
PREVIOUS |
CURRENT |
PREVIOUS |
|
YEAR |
YEAR |
YEAR |
YEAR |
Profit for the year before Finance Cost & Depreciation |
47.54 |
42.43 |
50.88 |
48.98 |
Less: Finance Cost |
(7.98) |
(13.12) |
(7.98) |
(13.12) |
Depreciation |
(22.00) |
(21.72) |
(22.00) |
(21.72) |
Profit before Tax |
17.56 |
7.59 |
20.90 |
14.14 |
(i) Current Tax |
(3.47) |
(1.17) |
(3.47) |
(1.17) |
(ii) Deferred Tax |
(2.44) |
(1.88) |
(2.44) |
(1.88) |
Profit after Tax |
11.65 |
4.54 |
14.99 |
11.09 |
Adjustment of Income Tax of Earlier years |
0.00 |
-0.10 |
0.00 |
-0.10 |
Add: Balance of Surplus Brought Forward |
4.76 |
0.32 |
11.31 |
8.00 |
Amount Available |
16.41 |
4.76 |
26.30 |
18.99 |
for Appropriation APPROPIATION Proposed Dividend |
1.23 |
|
1.23 |
|
Tax on Distributed Profit |
0.25 |
|
0.45 |
0.17 |
Transfer to General Reserve |
14.92 |
|
21.27 |
7.52 |
Balance Carried to Balance Sheet |
0.01 |
4.76 |
3.35 |
11.30 |
|
16.41 |
4.76 |
26.30 |
18.99 |
OPERATIONAL REVIEW
We would like to inform you that Company operates in a single segment i.e., "BOPP Films" as such disclosure requirements under Accounting Standard AS 17 issued by the Institute of Chartered Accountants of India, New Delhi are not applicable.
STANDALONE-REVENUE AND PROFITS
We would like to inform you that during the year under review on standalone basis, Company achieved an operating revenue of Rs.293.59 crores as against Rs.334.49 crores in the previous year. However, the company has improved itâs performance and earned a Profit before Finance Cost and Depreciation of Rs.47.54 crores as against Rs.42.43 crores showing an impressive increase of 12.04% over the previous year. After Providing Rs.7.98 crores towards finance cost and Rs. 22.00 crores towards depreciation, earned a profit before tax of Rs.17.56 crores. After providing Income tax and Deferred tax of Rs.5.91 crores, the company earned a net profit of Rs.11.65 crores.
CONSOLIDATED-REVENUE AND PROFITS
Pursuant to the provisions of section 129(3) of the Companies Act 2013, Company has consolidated the financial results of its associate company namely Nahar Capital and Financial Services Ltd. On consolidated basis the company earned a profit before finance cost and depreciation of Rs 50.88 crores as against Rs. 48.98 crores earned in the previous year thereby showing an increase of 3.88% over the previous year. After providing Rs.7.98 crores towards finance cost and Rs. 22.00 crores towards depreciation, it earned a profit before tax of Rs.20.90 crores as against Rs.14.14 crores in the previous year. After providing Income tax and Deferred tax of Rs.5.91 crores, the company earned a net profit of Rs.14.99 crores.
TRANSFER TO RESERVE
After appropriation of profit as per detail herein above an amount of Rs.14.92 crores has been transferred to General Reserve thereby increasing companyâs Reserves to Rs.101.60 crores as on 31st March,2016.
DIVIDEND
Your Directors are pleased to recommend a dividend @ 10% i.e. (Rs. 0.50/- per Equity Share of Rs.5/- each) on the paid up equity share capital for the financial year ended 31st March, 2016. The total appropriation (excluding dividend distribution tax) for the current year is Rs. 1.23 crores.
The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 9th September 2016 or Register of Beneficial Owners, maintained by the Depositories as at the close of 9th September 2016.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205C of the Companies Act, 1956 the company has transferred an amount of Rs. 5,41,675.00 (Rs. Five Lacs Forty One Thousand Six Hundred Seventy Five only) being the amount of unclaimed dividend for the year 2007-2008 to the Investor Education and Protection Fund. Further, unpaid dividend for the year 2008-2009 shall be transferred to Investor Education and Protection Fund in November, 2016. The Company has also sent letter/ notice to the shareholders informing them to claim the unclaimed dividend from the Company before the same is transferred to the Investor Education and Protection Fund.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made there under.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to section 152(6) of the Companies Act, 2013 and
Article 117 of Article of Association of the Company, Sh. Dinesh Gogna (DIN 00498670) and Sh. Komal Jain (DIN 00399948), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointment to the members of the Company at the ensuing Annual General Meeting.
Besides, the period of office of Sh. Satish Kumar Sharma, Executive Director of the Company, who was appointed for a period of five years, is expiring on 31st July, 2017. The Board having regard to the overall growth of the Company under his leadership and on the recommendation of Nomination and Remuneration Committee has decided to reappoint him (subject to the approval of the shareholders) as Executive Director for a period of three years commencing from 1st August, 2017. The resolution for the same is being proposed for your approval in the accompanying Notice of the ensuring Annual General Meeting.
Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Satish Kumar Sharma, Executive Director, Mr. Rakesh Kumar Jain, Chief Financial Officer and Mr. Atul Sud, Company Secretary are Key Managerial Personnel (hereinafter referred as KMP) of the Company. Mr. Atul Sud, Company Secretary resigned from the Company and his resignation was accepted by the Board of Directors in their meeting held on 12th August,2016. Further Mrs. Nidhi Khande having membership no (A32921) of Institute of company Secretaries of India was appointed as Company Secretary of the Company under the category of (KMP) w.e.f. 12th August, 2016.
BOARD EVALUATION
The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.
The Board carried out a formal Annual performance evaluation as per the criteria/framework laid down by the Nomination and Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to evaluate the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.
CORPORATE POLICIES:
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As per the said regulations, the listed companies are required to formulate certain policies. As a good corporate the company has already formulated several corporate governance policies and the same are available on the Companyâs website i.e., www.owmnahar.com. The said policies are reviewed periodically by the board to make them in compliance with the new Regulations/ requirements.
The Company has adopted certain policies, the details of which are given hereunder:
Name of the Policy |
Brief Description |
Appointment & Remuneration Policy |
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015,the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. |
Corporate Social Responsibility Policy |
Pursuant to the provisions of Section 135 of the Companies Act,2013 read with companies (Corporate Social Responsibility Policy Rules, 2014, the CSR Policy was formulated and adopted by the Board. The CSR policy outline the various programmes/ projects/ activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013. |
Whistle Blower Policy |
Pursuant to the provisions of Section 177 of the Companies Act, 2013 company has formulated and adopted Vigil Mechanism/whistle Blower policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct. |
Policy on Material Related Party Transactions |
Pursuant to the requirements of regulation 23 of SEBI (Listing |
|
Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the company and its group companies and related parties. The Policy has been uploaded on the Companyâs website and can be accessed at http://www.owmnahar.com /nahar polyfilm/pdf/RPT-NAHAR-POLY.pdf |
Insider Trading Policy |
To provide the framework for dealing in the Securities of the company by the Insiders, the Board has approved and adopted the following Codes in its Meeting held on 30.05.2015 under SEBI (Prohibition of Insider Trading) Regulations, 2015: i. Code of practices and procedures for fair disclosure of unpublished price sensitive information. ii. Code of conduct to regulate, monitor and report trading by insiders. The Code help to regulate trading in securities by the Directors and designated employees o f t h e Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. |
Preservation of Documents Policy |
Board of directors in their meeting held on10th November, 201 5 has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of 8 years as per the requirements of applicable |
|
laws. |
Archival Policy |
Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has approved and adopted the Archival Policy in its Meeting on 10th November, 2015.The Policy ensures protection, maintenance and archival of Companyâs disclosures, documents and records that are placed on Companyâs website i.e. www.owmnahar .com |
Board Diversity Policy |
The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board Diversity Policy as per the recommendations of the Nomination and Remuneration Committee. The policy envisages diversification of Companyâs Board in respect of age, knowledge, experience and expertise. |
APPOINTMENT AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under section 178(3) of the Companies Act, 2013. The Objective of the Policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors. The present Board consists of twelve members. Sh. Jawahar Lal Oswal is non-executive chairman. Sh. Satish Kumar Sharma is an Executive Director.
There are five Non Executive Directors and six Independent Directors out of which one director namely Dr. (Mrs.) H.K Bal is a woman director of the Board. The Company Policy of appointment and Remuneration includes criteria for determining Qualification, Positive Attributes, Independence of Directors and Other matters, as required under sub section 3 of Section 178 of the Companies Act, 2013. The Policy also laid down the criteria for determining the remuneration of directors, key managerial personnel and other employees. The Nomination and Remuneration policy of the Company is available on the Companyâs website and can be accessed at http://www.owmnahar.com/nahar_polyfilm/pdf/ NPFLAPPOINTMENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last financial year.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Companyâs Independent Directors held their meeting on 4th December, 2015 without the attendance of Non Independent Directors and members of the Management.
All Independent Directors were present at the meetimd. All the meeting, they:
I. Reviewed the performance of non-Independent directors and the Board as a whole;
ii. Reviewed the performance of the Chairperson of the Company taking into account the xiews of Executive Directors and Non- Executive Directors;
iii. Assessed the quality and timeliness of the flow of information between the companyâs Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.
FAMILIARISATION PROGRAMS FOR BOARD MEMBERS
The Company at the time of appointing a Director, issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with all policies/Guidelines as framed by the Company under various statutes and Listing Agreement/ SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to familiarize with Companyâs procedure and practices. Further, to update them on the regular basis, the Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and Listing Agreement/ SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The company made arrangement to apprise and familiarize the directors regarding the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 which came into effect w.e.f 1st December,2015. They were also informed regarding the Companies Amendment Bill 2015 which is introduced in the Parliament. The details of the Companyâs policy on Familiarization Programs for Independent Directors is posted on the website of the Company and can be assessed at http://www.owmnahar.com/nahar_polyfilm/ pdf/Familiarizatio-Program-NPFL0001.pdf
NUMBER OF BOARD MEETINGS
During the year under review, the Board of Directors met four times i.e. 30th May, 2015, 05th August, 2015, 10th November, 2015 and 10th February, 2016 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Your Company is engaged in the Manufacture of Bi-Axially Oriented Polypropylene Films (BOPP) for which sometimes the Company purchases DEPP Licenses from group company(s) which are in the ordinary course of business at Armâs Length basis. The Company has not entered into any contract or arrangement with related parties as referred in Section 188(1) of Companies Act, 2013. Thus the requirement for disclosure of particulars of contract / arrangement with related parties referred to in Section 188(1) is not applicable. However as per Companyâs Policy, all the transactions with Group companies are placed before the Audit Committee as well as Board, for their information and approval.
We also wish to inform you that there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.
SHARE CAPITAL
The Paid up equity share capital of the Company as on 31st March, 2016 is Rs.1229.40 Lacs. During the year under review Company has neither issued shares with differential voting rights nor granted stock options or sweat equity under any scheme.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT,2013
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes in the Financial Statements provided in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more or turnover of Rs. one thousand crore or more or a net profit of rupees five crore or more during any financial year is required to spend in every financial year at least 2% of the average net profits made during the three immediate preceding financial years on CSR activities. We would like to inform you that as per applicable provisions of Companies Act 2013, there is average net loss and accordingly CSR provisions were not applicable during the year under review.
The disclosure relating to the CSR activities pursuant to section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies(Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as "Annexure I" and forms part of this Report.
AUDIT COMMITTEE
As required under Section 177 of the Companies Act,
2013, the Board of Directors have already constituted Audit committee, consisting of Sh. Suresh Kumar Singla as Chairman, Prof K.S. Maini and Sh. Dinesh Gogna, Directors as members. Mr. Atul Sud who was the secretary of the Committee has resigned and his resignation has been accepted by Board w.e.f. 12th August, 2016. To fill the vacancy, the Board in its meeting held on 12th August, 2016 has appointed Mrs. Nidhi Khande as Company Secretary cum Compliance Officer w.e.f. 12th August, 2016. The committee held four meetings during the year under review.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Company established a Vigil Mechanism process as an extension of Companyâs Code of Conduct whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the members of the Committee about unethical behavior, actual or suspected, fraud or violation of Companyâs Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanism provide direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Companyâs Website. The Company has a dedicated e-mail address i.e. [email protected] for reporting the genuine concerns.
The Audit Committee regularly review the working of the Mechanism. No complaint was received during the year under review.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANY
The Company has only one associate company i.e., M/S. Nahar Capital and Financial Services Limited, during the year under the review. The Company does not have any subsidiaries or joint venture company.
CREDIT RATING
We are pleased to inform that the Credit Analysis and Research (CARE) vide their letter dated 11th April, 2016 has assigned the credit rating "CARE A-" for long term debt instruments/ facilities and "CARE A2 " for the short term debt instruments/ facilities of the Company.
GREEN INITIATIVE
The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 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 read with companies (Management and Administration) Rules,2014 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, Company propose to send documents such as Notice of the General Meetings, 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:-[email protected] or gredressalnpfl@owmnahar .com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.
LISTING AGREEMENT
To streamline the provisions of the Listing Agreement and its better enforceability the Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The said Regulations became effective from 1st December, 2015. In compliance of the said Regulations, the Company has entered into Listing Agreement with the National Stock Exchange of India Ltd and The B.S.E. Ltd on 10th February, 2016
LISTING OF SECURITIES
The securities of the Company are listed on the following Stock Exchanges:
1. The B.S.E. Ltd., 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001
2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400051
The company has paid listing fee to both the Stock Exchanges for the financial year 2016-2017.
DEMATERIALISATION OF SECURITIES.
As the members must be aware that Companyâs securities are tradable compulsorily in electronic form w.e.f. 8th May 2000. Your company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31st March, 2016 date 92.89% of the Share Capital has been dematerialized by the members of the Company.
Annual custodian fee for the financial year 2016-2017 has also been paid to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH December, 2002, Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. 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, demat/remat, change of address etc. to our registrar at below mentioned address:
M/s. Alankit Assignments Ltd.
(Unit : Nahar Poly Films Ltd.)
Alankit House,2E/21, Jhandelwalan Extension NEW DELHI-110055
Telephone No.:(011)23541234 Fax No. :(011)41540064
E-mail Address:[email protected]
In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.
The shareholder(s) who have not gone in for dematerialization of shares till date, are requested to opt for dematerialization of the shares at the earliest.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to the requirements of the Section 134(3)(c) of the Companies Act, 2013.
The Directors confirm:
i) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.
ii) that they 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 at the end of the financial year and of the profit and loss of the Company for that period;
iii) that they had taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting any fraud and other irregularities.
iv) that they had prepared the Annual Accounts on a going concern basis.
v) that the Directors (in the case of a listed company) had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and
vi) that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS & AUDITORâS INDEPENDENT REPORT STATUTORY AUDITORS
The members at the Annual General Meeting held on 30th September, 2015, appointed M/S. Gupta Vigg & Co., Chartered Accountants (Registration No. 001393N), as Statutory Auditors to hold the office till the conclusion of the 28th Annual General Meeting of the Company. Their period of office will expire at the ensuing Annual General Meeting. They have expressed their willingness for re-appointment as Auditors of the Company and has given a written consent/certificate regarding eligibility for their reappointment as Statutory Auditors in accordance with the Rule 4 of the Companies(Audit and Auditors) Rule,
2014 read with the provisions of section 139(2) of the Companies Act, 2013. The Board of Directors based on the recommendation of the Audit Committee has proposed the appointment of M/s. Gupta Vigg & Co., as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.
AUDIT REPORT
The Statutory Auditors have submitted Audit Report on Standalone as well as Consolidated Financial Statement of the Company for the Accounting year ended on 31st March, 2016. The observations and comments given by Auditors in their Reports read together with the Notes to the Accounts are self explanatory and require no comment.
COST AUDITORS
We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 31st December, 2014 amended Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Companyâs business activities has been included with in the purview of Cost Audit requirement. Accordingly The Board of Directors on the recommendation of Audit Committee has appointed M/S. Khushwinder Kumar & Associates, Cost Accountant, as Cost Auditors of the Company for financial year 2016-17 and has fixed the remuneration of Rs. 45000/- for the audit of Cost Accounting records for the said financial year. The Board, pursuant to the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014, has recommended a resolution for the ratification of the remuneration of the Cost Auditor by the shareholders at the ensuing Annual General Meeting of the Company.
SECRETARIAL AUDITOR
The Board, pursuant to the provision of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla & Associates, Practicing Company Secretaries, having Membership No. 2585 to conduct Secretarial Audit for the financial year 2015-16.
M/s. P.S. Bathla & Associates, Practicing Company Secretaries have carried out the secretarial Audit for the financial year ended March 31, 2016 and their Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure II and forms part of the report.
The Report is self explanatory and require no comments.
BUSINESS RISK MANAGEMENT
The Company has laid down Risk Management Policy to identify, evaluate manage and monitor all types of risks which are associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk management process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into effect from 1st December, 2015.
The Company is engaged in the manufacture of BOPP Films and has identified certain risks which may affect the performance of the Company. These include operational risks such as fluctuation in the prices of the raw materials which include petrol, fluctuation in foreign exchange rates, Labour problems, regulatory risks, Government Policy etc. We are of the opinion that none of identified risk is such that which may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROL AND SYSTEMS
The Company has an adequate systems and Internal Financial Control to ensure that all the assets of the company are safeguarded and protected. The Companyâs Internal Financial Control Systems commensurate with the nature of its business and size of its operations. In order to further strength the Internal Control Systems and to automate the various process of the business, company is making use of Enterprise Resource Planning (ERP). Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed an Internal Auditor for the financial year 2016-17. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board. During the year, Companyâs 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 oversee 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.
PUBLIC DEPOSITS
During the year the company has not accepted any Public Deposit within the meaning of section 73,of the Companies Act,2013 and the 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: Not Applicable
DISCLOSURE AS PER 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 the rules framed there under. During the financial year 2015-16, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31 March, 2016.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial year 2015-16 in the Form MGT-9 of the Company is annexed herewith as Annexure III and form part of this report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as "Annexure IV" and form part of this report. Further During the year under review, No employee of the Company was in receipt of remuneration exceeding the limits as provided under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The detailed information as required under section 134(3) of the companies Act, 2013 read with Sub rule 3 of the Rule 8 Companies (Accounts) Rules, 2014, is enclosed as per Annexure-V and forms part of this report.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate Governance. The company has already constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in parts C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith as Annexure-VI and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under the Regulation 34(2)(e) Schedule V(B) of the SEBI (LODR) Regulations, 2015 with the Stock Exchanges in India is enclosed as per annexure-VIII and forms the part of this Report.
INDUSTRIAL RELATIONS
The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.
ACKNOWLEDGEMENT
The Board of Directors of the company wish to place on record their thanks and appreciation to all workers, staff members and executives for their contribution to the operations of the company. The Directors are thankful to the Bankers, Financial Institutions for their continued support to the company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the Management of the Company.
FOR AND ON BEHALF OF THE BOARD
JAWAHAR LAL OSWAL
PLACE : LUDHIANA (CHAIRMAN)
DATED : 12TH AUGUST, 2016 DIN:00463866
Mar 31, 2015
Dear Members,
The directors have pleasure in presenting the TWENTY SEVENTH ANNUAL
REPORT on the affairs of the Company for the year ended 31st March,
2015.
FINANCIAL PERFORMANCE
Your Company's Financial Performance during the year under review, is
summarised below:
(Rs. In crores)
PARTICULARS CURRENT PREVIOUS
YEAR YEAR
Profit before Finance Cost 42.43 28.65
& Depreciation
Less: Finance Cost 13.12 13.89
Depreciation 21.72 34.84 14.47 28.36
Profit/ Loss(-) before Tax 7.59 0.29
(i) Current Tax 1.17 0.00
(ii) Deferred Tax 1.88 0.00
Profit/Loss for the period 4.54 0.29
OPERATIONAL REVIEW
We would like to inform you that Company operates in a single segment
i.e., "BOPP Films" as such disclosure requirements under Accounting
Standard AS 17 issued by the Institute of Chartered Accountants of
India, New Delhi are not applicable.
During the year under review, the Company performed reasonably well.
The Company achieved an operating revenue of Rs.343.13 crores showing
an increase of 3.90% over the previous year. The Company achieved an
export turnover of 43.45 crores. Presently the company is exporting its
products to Nigeria, United Kingdom, United Arab Emirates, Bangladesh,
Turkey, Oman Tanzania, Nepal, Slovakia Republic etc. On financial
front, the company improved it's performance and earned a Profit before
Interest and Depreciation of Rs. 42.43 crores showing an impressive
increase of 48.10% over the previous year. After providing Rs. 13.12
crores towards finance cost and Rs. 21.72 crores towards depreciation,
it earned a profit before tax of Rs.7.59 crores. After providing for
Income Tax and Deferred Tax of Rs 3.05 crores, the company earned a net
profit of Rs.4.54 crores as against Rs 0.29 crores earned in the
previous year.
In the current year the Company is performing well. The Company is also
making continuous efforts to develop new export markets which will
definitely enable the company to improve its performance in the coming
periods.
TRANSFER TO RESERVE
After appropriation of profit, Company's Reserves stand increase to
Rs.136.22 Crores as on 31st March, 2015
DIVIDEND
Even though your Company earned a profit after tax of Rs. 4.54 crores
but having regard to the future requirement of funds and to conserve
resources, your Directors do not recommend any dividend for the year
ended 31st March, 2015.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 205C of the Companies Act, 1956 the company has
transferred an amount of Rs. 7,24,128.00 (Rs. Seven Lacs Twenty Four
Thousand One Hundred Twenty Eight only) being the amount of unclaimed
dividend for the year 2006-07 to the Investor Education and Protection
Fund. Further unpaid dividend for the year 2007-2008 is to be
transferred to Investor Education and Protection Fund pursuant to
Section 205C of the Companies Act, 1956 in November, 2015.
DECLARATION UNDER SECTION 149(6)
The Independent Directors have submitted their declaration to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the rules made thereunder.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to section 152(6) of the Companies Act, 2013 and Article 117
of Article of Association of the Company, Sh. Jawahar Lal Oswal (DIN
00463866) and Sh. Kamal Oswal (DIN 00493213), will be retiring by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. The Board has recommended their
appointment to the members of the Company at the ensuing Annual General
Meeting.
During the year, the members approved the appointment of Prof. K.S.
Maini, Dr. A.S. Sohi, Dr. (Mrs.) H.K. Bal, Dr. S.K. Singla, Dr. Y.P.
Sachdeva and Dr. Vijay Asdhir as Independent Directors not liable to
retire by rotation.
Further the Board appointed Mr. Rakesh Kumar Jain, who is a qualified
Chartered Accountant, having Membership No. 403903 of the Institute of
Chartered Accountants of India, as Chief Financial Officer of the
Company under the category of Key Managerial Personnel. The Board also
approved the inclusion of Sh. Satish Kumar Sharma, Executive Director
and Sh. Atul Sud, Company Secretary of the Company under the category
of Key Managerial Personnel pursuant to Section 203 of the Companies
Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board carried out a formal Annual
performance evaluation of its own, Board Committees and individual
Directors as per the criteria laid down by the Nomination and
Remuneration Committee of the Company.
The Board evaluation was carried out through a structured evaluation
process by all the Directors based on the criteria such as composition
of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate
exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board. They were evaluated on
parameters such as their education, knowledge, experience, expertise,
skills, behaviour, leadership qualities, level of engagement and
contribution, independence of judgement, decision making ability for
safeguarding the interest of the Company, stakeholders and its
shareholders. The performance evaluation of the Independent Directors
was carried out by the entire Board. The performance evaluation of the
Chairman and the Non Independent Directors was carried out by the
Independent Directors. The Board was satisfied with the evaluation
process and the results thereof.
APPOINTMENT AND REMUNERATION POLICY
The Board, on the recommendation of the Nomination & Remuneration
Committee framed a policy for Appointment and Remuneration of
Directors, Senior Management and other employees as provided under
Section 178(3) of the Companies Act, 2013. The Appointment and
Remuneration Policy of the Company is annexed hereto as Annexure- I and
form part of this report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors met on 15th December, 2014, without
the attendance of Non Independent Directors and members of the
management. All Independent Directors were present at the meeting. At
the meeting, they:-
i. Reviewed the performance of non-independent directors and the Board
as a whole;
ii. Reviewed the performance of the Chairperson of the Company, taking
into account the views of Executive Directors and Non-Executive
Directors;
iii. Assessed the quality and timeliness of flow of information between
the Company management and the Board which is necessary for the Board to
effectively and reasonably perform their duties.
FAMILIARISATION PROGRAMME FOR BOARD MEMBERS
The Company at the time of appointing a Director, issues a formal
letter of appointment which, inter alia, explains the role, functions
duties and responsibilities expected from him/her as a Director of the
Company. All Directors are provided with all policies/Guidelines as
framed by the Company under various statutes and Listing Agreement to
familiarize with the Company's procedure and practices. Further, to
update them on the regular basis, the Company provides copies of all
amendments in Corporate Laws, Corporate Governance Rules and Listing
Agreement. The details of the Company's policy on Familiarisation
Programme for Independent Directors are posted on the website of the
Company and can be accessed at http://www.owmnahar.com/npfl/
BOARD MEETINGS
During the year under review, the Board of Directors met four times
i.e. 29th May, 2014, 11th August, 2014, 12th November, 2014 and 3rd
February, 2015 with a predefined agenda circulated well in advance. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Your company is engaged in the Manufacture of BiAxially Oriented
Polypropylene Films (BOPP) for which sometimes the company purchases
DEPP Licenses from group company(s) which are in the ordinary course of
business at Arm's length basis. The Company has not entered into any
contract or arrangement with related parties as referred in Section
188(1) of the Companies Act, 2013. Thus the requirement for disclosure
of particulars of contracts or arrangement with related parties
referred to in Section 188(1) is not applicable. However, as per
Company's policy, all the transactions with the Group Companies are
placed before the Audit Committee as well as the Board, for their
information and approval.
We also wish to inform you that there are no material related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict of interest with the Company at large.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
to which these financial statements relate and the date of this report
SHARE CAPITAL
The Paid up equity share capital of the Company as on 31st March, 2015
is Rs. 1229.40 Lacs. During the year under review Company has neither
issued shares with differential voting rights nor granted stock options
or sweat equity.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
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.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Note No. 3, 6, 11, 12, 16, to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Companies Act, 2013, the
Board in their meeting held on 29th May 2015 constituted the Corporate
Social Responsibility Committee(herein after referred to as CSR
Committee) comprising of three members namely Sh. Dinesh Oswal, as
Chairman, Dr. S.K. Singla and Sh. Dinesh Gogna, as members. The term of
reference of CSR Committee are:-
1. To formulate and recommend to the Board CSR Policy specifying
therein the activities to be undertaken by the Company as laid down in
Schedule VII of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
2. To Recommend the amount of expenditure to be incurred on the CSR
activities.
3. To Monitor the Company's CSR Policy and implementation of CSR
projects from time to time.
The CSR Committee formulated CSR Policy and recommended to the Board to
undertake CSR activities in collaboration with Group Companies under one
umbrella i.e. through Oswal Foundation, which is a Registered Society
formed in 2006, having its charitable objects in various fields. The
Company has started contributing the sum for the expenditure to be
incurred by Oswal Foundation for CSR activities. The Oswal Foundation is
undertaking the project to 'maintain the quality of soil and water' on
Sidhwan Canal, Ludhiana. Besides, the said foundation has also adopted
two Government Schools situated in Ludhiana district. for 'promoting
education'. The Company's CSR Policy is available on its website i.e.
www.owmnahar.com. The disclosure relating to the CSR activities pursuant
to Section 134(3) of the Companies Act, 2013 read with Rule 9 of the
Companies (Accounts) Rules, 2014 and Companies (Corporate Social
Responsibility) Rules, 2014 is annexed hereto as "Annexure II" and form
part of this Report.
AUDIT COMMITTEE
As required under Section 177 of the Companies Act, 2013, the Board of
Directors have already constituted Audit committee, consisting of Sh.
Suresh Kumar Singla as Chairman, Prof K.S. Maini and Sh. Dinesh Gogna,
Directors as members. Mr. Atul Sud is the Secretary of the Committee.
The committee held four meetings during the year under review.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2014, the
Company established a Vigil Mechanism process as an extension of
Company's Code of Conduct whereby any employee, directors, customers,
vendors etc., can report the genuine concerns or grievances to the
members of the Committee about unethical behavior, actual or suspected,
fraud or violation of Company's Code of Conduct so that appropriate
action can be taken to safeguard the interest of the Company. The
Mechanism also provides for adequate safeguards against victimization of
persons who uses such mechanism. The mechanism provide direct access to
the chairperson/chairman of the Audit Committee in appropriate or
exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also
posted on Company's Website. The Company has a dedicated e-mail address
i.e. [email protected] for reporting the genuine concerns.
The Audit Committee regularly review the working of the Mechanism. No
complaint was received during the year under review.
GREEN INITIATIVE
The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated
21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green
Initiative in the Corporate Governance" by allowing paperless
compliances by the Companies. Your Company has decided to join the MCA
in its environmental friendly initiative.
Accordingly, Company propose to send documents such as Notice of the
General Meetings, 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:[email protected] or [email protected]. We
solicit your valuable co-operation and support in our endeavour to
contribute our bit to the environment.
LISTING OF SECURITIES
The securities of the company are listed on the following Stock
Exchanges:
1. The Bombay Stock Exchange Ltd., 25th Floor, Phiroze Jeejeebhoy
Towers, Dalal Street, Mumbai-400001
2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th
Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E),
Mumbai-400051
The company has paid listing fee to both the Stock Exchanges for the
financial year 2015-2016.
DEMATERIALISATION OF SHARES.
As the members must be aware that Company's securities are tradable
compulsorily in electronic form w.e.f. 8th May 2000. Your company has
already established connectivity with both the Depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Ltd (CDSL) to facilitate the holding and trading of
securities in electronic form. As on date 92.73% of the Share Capital
has been de-materialized by the members of the Company.
Annual custodian fee for the financial year 2015-2016 has also been
paid to the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSl).
Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH
December, 2002, Company has appointed M/s Alankit Assignments Ltd., as
Registrar for Share Transfer and Electronic connectivity. 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, demat/remat, change of
address etc. to our registrar at below mentioned address:
M/s Alankit Assignments Limited (Unit: Nahar Poly Films Limited)
Alankit House, 2E/21, Jhandewalan Extension New Delhi - 110 055
Telephone No. : (011) 23541234
Fax No. : (011) 41540064
E-mail address : [email protected]
In case any query/complaint remains unresolved with our Registrar
please write to Company Secretary at the Registered Office of the
Company.
The shareholder(s) who have not gone in for dematerialization of shares
till date, are requested to opt for dematerialization of the shares at
the earliest.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the financial
statements for the year under review, confirm in their entirety to the
requirements of the Section 134(3)(c) of the Companies Act, 2013.
The Directors Confirm:
i) that in preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures.
ii) that they 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 at the end of the financial year and of the profit and loss
of the Company for that period;
iii) that they had taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of this Act
for safeguarding the assets of the Company and for preventing and
detecting any fraud and other irregularities.
iv) that they had prepared the Annual Accounts on a going concern
basis.
v) that they 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
vi) that they have devised proper systems to ensure compliances with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
AUDITORS & AUDITOR'S INDEPENDENT REPORT STATUTORY AUDITORS
The members at the Annual General Meeting held on 30th September, 2014,
appointed M/s Gupta Vigg and Co., Chartered Accountants (Registration
No. 001393N) as Statutory Auditors of the Company to hold the office
till the conclusion of 27th Annual General Meeting of the Company. Their
period of office will expire at the ensuing Annual General Meeting. They
have expressed their willingness for re-appointment as Auditors of the
Company and has given a written consent/certificate regarding
eligibility for their reappointment as Statutory Auditors in accordance
with the Rule 4 of the Companies(Audit and Auditors) Rule, 2014 read
with the provisions of section 139(2) of the Companies Act, 2013.
The Board of Directors based on the recommendation of the Audit
Committee has proposed the appointment of M/s. Gupta Vigg & Co., as the
Statutory Auditors of the Company for a period of one year to hold the
office from the conclusion of this Annual General Meeting till the
conclusion of next Annual General Meeting.
AUDIT REPORT
The Statutory Auditors have submitted Audit Report on the Accounts of
the Company for the Accounting year ended on 31st March, 2015. The
observations and comments given by Auditors in their Report read
together with the Notes to the Accounts are self explanatory and
require no comment.
COST AUDITORS
We would like to inform you that the Ministry of Corporate Affairs vide
Notification dated 31st December, 2014 amended Companies (Cost Records
and Audit) Rules, 2014, pursuant to which, the Company's business
activities has been included with in the purview of Cost Audit
requirement. Accordingly The Board of Directors on the recommendation
of Audit Committee has appointed M/S. Khushwinder Kumar & Associates,
Cost Accountant, as Cost Auditors of the Company for financial year
2015-16 and has fixed the remuneration of Rs. 45000/- for the audit of
Cost Accounting records for the said financial year. The Board,
pursuant to the provision of Section 148(3) of the Companies Act, 2013
and Rules 14 of the Companies (Audit and Auditors) Rules, 2014, has
recommended a resolution for the ratification of the remuneration of
the Cost Auditor by the shareholders at the ensuing Annual General
Meeting of the Company.
SECRETARIAL AUDITOR
The Board, pursuant to the provision of Section 204 of the Companies
Act, 2013 read with rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s.
P.S. Bathla & Associates, Practising Company Secretaries, having
Membership No. 2585 to conduct Secretarial Audit for the financial year
2014-15.
M/s. P.S. Bathla & Associates, Practising Company Secretaries have
carried out the secretarial Audit for the financial year ended March
31, 2015 and their Secretarial Audit Report in Form No. MR-3 is annexed
herewith this report as Annexure III and forms part of this report.
The Report is self explanatory and require no comments.
BUSINESS RISK MANAGEMENT
The Company has laid down Risk Management Policy to identify, evaluate
manage and monitor all types of risks which are associated with the
business of the Company. The Board as well as Audit Committee regularly
overseas the risk management process in the Company, as required under
134(3)(n) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement and suggests steps to be taken to control and mitigate the
risks associated with Company's business.
The Company is engaged in the manufacture of BOPP Films and has
identified certain risks which may affects the performance of the
Company. These includes operational risks such as fluctuation in the
prices of the raw materials, fluctuation in foreign exchange rates,
Labour problems, Regulatory risks, Government Policy etc. We are of the
opinion that none of identified risk is such that which may threaten
the existence of the Company.
INTERNAL FINANCIAL CONTROL AND SYSTEMS
The Company has an adequate system and Internal Financial Control to
ensure that all the assets of the company are safeguarded and
protected. The Company's Internal Financial Control System commensurate
with the nature of its business and size of its operations. In order to
further strength the Internal Control System and to automate the
various process of the business, company is making use of Enterprise
Resource Planning(ERP).
Pursuant to the provisions of section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the Company has also
appointed an Internal Auditor. The Company is also having an Internal
Audit Department to test the adequacy and effectiveness of Internal
Control Systems laid down by the management and to suggest improvement
in the systems.
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 oversee 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.
PUBLIC DEPOSITS
During the year the company has not accepted any Public Deposit within
the meaning of section 73,of the Companies Act,2013 and the 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 : Nil
unclaimed as at the end of the year
(iii) Default in repayment of deposits : Not
and deposits which are not in applicable
compliance with the requirements
of Chapter V of the Companies Act,
2013
DISCLOSURE AS PER 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 the rules framed thereunder.
During the financial year 2014-15, the Company has not received any
complaints on sexual harassment and hence no compliant remains pending
as of 31 March, 2015.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return pursuant to the provisions of Section 92 read
with Rule 12 of the Companies (Management and Administration) Rules,
2014 for the Financial year 2014-15 in the Form MGT-9 of the Company is
annexed herewith as Annexure IV and form part of this report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company is annexed as Annexure V and form part of this
report .
Further During the year under review, No employee of the Company was in
receipt of remuneration exceeding the limits as provided under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
The detailed information as required under section 134(3) of the
companies Act, 2013 read with Subrule 3 of the Rule 8 Companies
(Accounts) Rules, 2014, is enclosed as per Annexure-VI and forms part
of this report.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate
Governance. The company has already constituted several committees of
directors to assist the Board in good Corporate Governance. The
Corporate Governance Report alongwith the Auditors Certificate
regarding compliance of the conditions of the Corporate Governance as
stipulated in Clause 49 of the Listing Agreement of the Stock Exchange,
is attached herewith as Annexure-VII and form part of this report .
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under the clause 49 of the listing agreement with the Stock
Exchanges in India is enclosed as per annexure-VIII and forms the part
of this Report.
INDUSTRIAL RELATIONS
The industrial relations remained cordial throughout the year and the
excellent results were achieved with the whole hearted co-operation of
employees at all levels.
ACKNOWLEDGMENT
The Board of Directors of the company wish to place on record their
thanks and appreciation to all workers, staff members and executives
for their contribution to the operations of the company. The Directors
are thankful to the Bankers, Financial Institutions for their continued
support to the company. The Directors also place on record their
sincere thanks to the shareholders for their continued support,
co-operation and confidence in the Management of the Company.
FOR AND ON BEHALF OF THE BOARD
PLACE : LUDHIANA JAWAHAR LAL OSWAL
DATED : 5th August, 2015 (CHAIRMAN)
DIN:00463866
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the TWENTY SIXTH ANNUAL
REPORT on the affairs of the Company for the year ended 31st March,
2014.
FINANCIAL PERFORMANCE
Your Company''s Financial Performance during the year under review, is
summarised below:
(Rs. In crores)
PARTICULARS CURRENT PREVIOUS
YEAR YEAR
Profit before Finance Cost 28.65 19.83
& Depreciation
Less: Finance Cost 13.89 15.73
Depreciation 14.47 28.36 14.59 30.32
Profit/Loss(-) before Tax 0.29 10.49
(i) Current Tax 0.00 0.00
(ii) Deferred Tax 0.00 (3.80)
Profit/Loss for the period 0.29 -6.69
OPERATIONAL REVIEW
During the year under review, the Company earned an operational revenue
of Rs.330.38 crores as against 239.54 crores in the previous year
showing an impressive increase of 37.92% over the previous year. On
financial front, the company improved it''s performance and earned a
Profit before Interest and Depreciation of Rs. 28.65 crores as against
19.83 crores in the previous year thereby showing an impressive
increase of 44.47% over the previous year. After providing Rs. 13.89
crores towards finance cost and Rs. 14.47 crores towards depreciation,
it earned a profit of Rs.0.29 crores as against loss of Rs 6.69 crores
suffered during the last year.
The company also improved its export performance and achieved a export
turnover of Rs. 47.90 cores showing an impressive increase of 78.66%
over the previous year. The company is exporting its products to
Nigeria, United Kingdom, United Arab Emirates, Bangladesh, Turkey, Oman
Tanzania, Nepal, Slovakia Republic etc. The continuous efforts are
being made to develop new export markets which will definitely enable
the company to improve its performance.
DIVIDEND
Due to inadequacy of profits, your Directors do not recommend any
dividend for the year ended 31st March, 2014.
The amount of unclaimed dividend for the year 2005-06 of Rs.
17,45,320.00 (Rs. Seventeen Lacs Forty Five Thousand Three Hundred
Twenty only) for the year 2005-06, pursuant to Section 205-C of the
Companies Act, 1956 has been transferred to the Investor Education and
Protection Fund. Further unpaid dividend for the year 2006-2007 is to
be transferred to Investor Education and Protection Fund pursuant to
section 205C of the Companies Act, 1956 in November, 2014. Shareholders
who have not en-cashed their dividend warrants relating to the said
period are requested to claim the amount from the Company at the
earliest.
DIRECTORS
Pursuant to section 149 of the Companies Act, 2013, Sh. Komal Jain and
Sh. Dinesh Oswal, will be retiring by rotation at the ensuing Annual
General Meeting and being eligible, offer themeselves for
re-appointment. Pursuant to section 149,152 read with Schedule IV of
the Companies Act, 2013 and clause 49 of the Listing Agreement Prof.
K.S. Maini, Dr. Amrik Singh Sohi, Dr. (Mrs.) Harbhajan Kaur Bal, Dr.
Suresh Kumar Singla and Dr. Y.P. Sachdeva, Directors of the Company,
who were appointed as directors liable to retire by rotation, are
proposed to be appointed as Independent Directors for the fixed term of
three years upto the conclusion of 29th Annual General Meeting in the
calender year 2017. Pursuant to the provisions of Section 161(1) of
the Companies Act, 2013 and the Articles of Association of the Company,
Shri Vijay Asdhir was appointed as an Additional Director, designated
as an Independent Director w.e.f. October 30, 2013 and his term expires
at the Annual General Meeting. The Company has received requisite
notice in writing under section 160 of the Companies Act, 2013 from a
member proposing his candidature for the office of Independent Director
along with the requisite deposit. In terms of section 149 and other
applicable provisions of the Companies Act, 2013, Dr. Vijay Asdhir,
being eligible offers himself for appointment, is proposed to be
appointed as an Independent Director for 3 (three) years commencing
from this Annual General Meeting upto the conclusion of 29th Annual
General Meeting in the calender year 2017. The necessary resolutions
for the appointment of the directors have been proposed in the
accompanying Notice.
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, the details of Directors to be appointed/re-appointed are
contained in the accompanying Notice of the forthcoming Annual General
Meeting.
GREEN INITIATIVE
The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated
21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green
Initiative in the Corporate Governance" by allowing paperless
compliances by the Companies. Your Company has decided to join the MCA
in its environmental friendly initiative.
Accordingly, Company propose to send documents such as Notice of the
General Meetings, 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:[email protected] or [email protected]. We
solicit your valuable co-operation and support in our endeavor to
contribute our bit to the environment.
LISTING OF SECURITIES
The securities of the company are listed on the following Stock
Exchanges:
1. The Bombay Stock Exchange Ltd., 25th Floor, Phiroze Jeejeebhoy
Towers, Dalal Street, Mumbai- 400001
2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th
Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai-
400051
The company has paid listing fee to both the Stock Exchanges for the
financial year 2014-2015. DEMATERIALISATION OF SHARES.
As the members must be aware that Company''s securities are tradable
compulsorily in electronic form w.e.f. 8th May 2000. Your company has
already established connectivity with both the Depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Ltd (CDSL) to facilitate the holding and trading of
securities in electronic form. As on date 92.52% of the Share Capital
has been de-materialized by the members of the Company.
Annual custodian fee for the financial year 2014-2015 has also been
paid to the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
Further as per SEBI circular No. D & CC/FITTC/CIR- 15/2002 DATED 27TH
December, 2002, Company has appointed M/s Alankit Assignments Ltd., as
Registrar for Share Transfer and Electronic connectivity. 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, demat/remat, change of
address etc. to our registrar at below mentioned address:
M/s. Alankit Assignments Ltd.
(Unit: Nahar Poly Films Ltd.)
Alankit House,
2E/21, Jhandelwalan Extension
NEW DELHI-110055
Telephone No.: (011) 23541234
Fax No. :(011) 41540064
E-mail Address:[email protected]
In case any query/complaint remains unresolved with our Registrar
please write to Company Secretary at the Registered Office of the
Company.
The shareholder (s) who have not gone in for dematerialization of
shares till date, are requested to opt for dematerialization of the
shares at the earliest.
AUDIT COMMITTEE
As required under Section 177 of the Companies Act, 2013, the board has
already constituted an independent and qualified Audit committee,
consisting of three non executive Directors under the chairmanship of
Sh. Suresh Kumar Singla, Prof K.S. Maini and Sh. Dinesh Gogna as
members. The committee held four meetings during the year under review.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Pursuant to Section 135 of the Companies Act, 2013, your Board of
Directors in its meeting held on 29th May, 2014 has constituted
Corporate Social Responsibility Committee consisting of Sh. Dinesh
Oswal, Director of the Company as Chairman and Dr. S.K. Singla and Sh.
Dinesh Gogna, Directors as members. The Committee has been constituted
to:-
1. Formulate and recommend the Board a CSR Policy which shall indicate
the activities to be undertaken by the Company as laid down in Schedule
VII of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014.
2. Recommend the amount of expenditure to be incurred on the CSR
activities.
3. Monitor the Company''s CSR Policy and implementation of CSR projects
from time to time.
DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure
the Members that the financial statements for the year under review,
confirm in their entirety to the requirements of the Companies Act,
2013.
The Directors Confirm:
i) that in preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanations
relating to material departures.
ii) that they 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 at the end of the financial year and of the profit and loss
of the Company for that period;
iii) that they had taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of this Act
for safeguarding the assets of the Company and for preventing and
detecting any fraud and other irregularities.
iv) that they had prepared the Annual Accounts on a going concern
basis.
AUDITORS & AUDITOR''S INDEPENDENT REPORT
M/s Gupta Vigg & Co., the Auditors of your Company shall be retiring at
the conclusion of the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment. The company has obtained
from auditors, a certificate as required under Section 139 of the
Companies Act, 2013 to the effect that their reappointment, if made,
would be within the limits specified under section 141(3)(g). The Audit
Committee has recommended their re-appointment. The Independent
Auditor''s report of the auditors is self explanatory and does not
require any explanation from the Board.
COST AUDITORS
The Company appointed M/S. Khushwinder Kumar & Associates, House No.
S-200,Basant Vihar Colony, Noorwala Road, Ludhiana- 141008 a qualified
Cost Accountant as Cost Auditors for the year 2013-14. The Government
of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi
have approved their appointment. The Cost Audit Report for the BOPP
Films for the year ended 31st March, 2014 would be submitted to the
Ministry of Corporate Affairs, Cost Audit Branch, in accordance with
the requirements of Law.
We would like to inform you that the Ministry of Corporate Affairs vide
Notification dated 30th June, 2014 notified Companies (Cost Records and
Audit) Rules, 2014, pursuant to which, the Company''s business
activities has been excluded from the preview of Cost Audit
requirement.
PUBLIC DEPOSITS
During the year, the company has neither accepted nor intend to accept
any Public Deposit.There are no outstanding/ unclaimed deposits from
the public PARTICULARS OF EMPLOYEES None of the employee is in receipt
of emoluments in excess of the limits prescribed under the Companies
(Particulars of employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 217(1)(e)of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of the Board of Directors) Rules
1988, is enclosed as per Annexure -1 and forms part of this report.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate
Governance. The Company has already constituted several committees of
directors to assist the Board in good Corporate Governance. The
Corporate Governance Report along with Auditors Certificate regarding
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the Listing Agreement of the Stock Exchange, is
attached herewith as annexure-II and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis
Report for the year under review as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges in India is enclosed as per
Annexure III and forms part of this Report.
INDUSTRIAL RELATIONS
The Relations remained cordial throughout the year and excellent
results were achieved with the whole hearted co-operation of employees
at all levels.
ACKNOWLEDGMENT
The board of directors of the company wish to place on record their
thanks and appreciation to all workers, staff members and executives
for their contribution to the operations of the company. The Directors
are thankful to the bankers, financial institutions for their continued
support to the company. The directors also place on record their
sincere thanks to the shareholders for their continued support,
co-operation and confidence in the management of the company
FOR AND ON BEHALF OF THE BOARD
PLACE : LUDHIANA JAWAHAR LAL OSWAL
DATED : 11th August, 2014 (CHAIRMAN)
Mar 31, 2012
The directors have pleasure in presenting the Twenty Fourth ANNUAL
REPORT on the affairs of the Company for the year ended 31st March,
2012.
FINANCIAL RESULTS
Your Company's Financial Performance during the year is summarised
below:
(Rs. in Lac)
PARTICULARS CURRENT PREVIOUS
YEAR YEAR
Profit before Finance Cost 4572.23 3033.88
& Depreciation
Less: Finance Cost 1817.92 1493.11
Depreciation 1457.74 1248.23
Provision for taxation
(Net of Deferred Tax) 596.24 (72.41)
Profit after tax 700.34 364.95
Adjustment of Income Tax
earlier years 0.09 8.48
Add: Balance of Surplus 2.03 8.62
Brought Forward
Amount available for
appropriation 702.46 382.05
APPROPRIATION
Proposed Dividend 122.94 86.06
Tax on Distributed profits 19.94 13.96
Transfer to
General Reserve 550.00 280.00
Balance carried to 9.58 2.03
balance sheet
702.46 382.05
OPERATIONAL REVIEW
The members must be aware that the BOPP Films plant started its
operations on 20th May, 2010. Thus the year under review is the
company's 1st full year of operations. We are pleased to inform you
during its 1st full year operations, company achieved an operating
income of Rs.264.82 crores out of which Rs.22.50 crores is export
turnover. Thus the Company has made a good beginning in the export
markets. On financial front, the company performed reasonably well and
earned a profit before interest and depreciation (PBIT) of Rs.45.72
crores during the year under review. After providing Rs.18.18 crores
towards finance cost and Rs.14.58 crores towards depreciation, it
earned a profit before tax of Rs.12.97 crores. After providing for
income tax and deferred tax of Rs.5.96 crores and adjustment of earlier
years tax, the company earned a net profit of Rs.7.02 crores. After
appropriation of profit as per detail hereinabove an amount of Rs.5.50
crores has been transferred to General Reserve thereby increasing
company's reserve to Rs.93.33 crores as on 31st March, 2012.
CHANGE OF COMPANY'S NAME
The National Stock Exchange of India Ltd and The Stock Exchange, Mumbai
have approved the change of company's name from Nahar Investments and
Holding Ltd to Nahar Poly Films Limited with effect from 15.06.2011.
The ISIN of the scrip is INE308A01027. The scrip code of the Company
for trading at National Stock Exchange Association Limited (NSE) and
The Stock Exchange Limited, Mumbai (BSE) are as under :
For trading at BSE : 523391
For trading at NSE : NAHAR POLY
DIVIDEND
Your directors are pleased to recommend a dividend @ 10% i.e. Rs.0.50
per equity share on paid up equity share capital for the year ended
31st March, 2012.
The dividend, if approved at the forthcoming Annual General Meeting,
will be paid out of profits of the Company for the year under reference
to all those shareholders whose name shall appear in the Register of
Members on 29th September, 2012 or Register of beneficial owners,
maintained by the depositories as at the close of 20th September, 2012.
DIRECTORS
Pursuant to Article 112 of the Articles of Association of the company
Sh. Komal Jain, Sh. Dinesh Oswal, Sh. Jawahar Lal Oswal and Dr.
(Mrs)H.K.Bal, will be retiring by rotation at the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
Further the tenure of Sh. Satish Kumar Sharma as Executive Director of
the company is expiring on 31.07.2012. The board has decided to
re-appoint Sh. Satish Kumar Sharma as Executive Director
w.e.f.01.08.2012. The necessary resolution is being proposed for your
approval in the ensuing Annual General Meeting.
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, the details of Directors to be appointed/re-appointed are
contained in the accompanying Notice of the forthcoming Annual General
Meeting.
GREEN INITIATIVE
The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated
21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green
Initiative in the Corporate Governance" by allowing paperless
compliances by the Companies. Your Company has decided to join the MCA
in its environmental friendly initiative.
Accordingly, Company propose to send documents such as Notice of the
General Meetings, 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:[email protected] or [email protected]. We
solicit your valuable co-operation and support in our endeavor to
contribute our bit to the environment.
LISTING OF SECURITIES
The securities of the Company are listed on the following Stock
Exchanges:
1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal
Street, Mumbai.
2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th
Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.
The company has paid listing fee to both the Stock Exchanges for the
financial year 2012-2013.
DEMATERIALISATION OF SHARES.
As the members must be aware that Company's securities are tradable
compulsorily in electronic form w.e.f.8th May 2000. Your company has
already established connectivity with both the Depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Ltd (CDSL) to facilitate the holding and trading of
securities in electronic form. As on date 92.19% of the Share Capital
has been de-materialized by the members of the Company.
Annual custodian fee for the financial year 2012-2013
has also been paid to the National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Limited (CDSL).
Further as per SEBI circular No. D & CC/FITTC/CIR- 15/2002 DATED 27TH
December, 2002, Company has appointed M/s Alankit Assignments Ltd., as
Registrar for Share Transfer and Electronic connectivity. 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, demat/remat, change of
address etc. to our registrar at below mentioned address:
M/s. Alankit Assignments Ltd.
(Unit : Nahar Poly Films Ltd.)
Alankit House,
2E/21, Jhandelwalan Extension
NEW DELHI-110055
Telephone No. : (011)23541234
Fax No. : (011)41540064
E-mail Address : [email protected]
In case any query/complaint remains unresolved with our Registrar
please write to Company Secretary at the Registered Office of the
Company.
The shareholder(s) who have not gone in for dematerialization of shares
till date, are requested to opt for dematerialization of the shares at
the earliest.
AUDIT COMMITTEE
Pursuant to Section 292A(1) of the Companies Act, 1956, Company
constituted Audit Committee consisting of Sh. S.K. Singla as Chairman,
Sh. Dinesh Gogna and Dr. O.P. Sahni. as members. The committee held 4
meetings during the year under review.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate
Governance. The Company has already constituted several committees of
directors to assist the Board in good Corporate Governance. The
Corporate Governance Report along with Auditors Certificate regarding
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the Listing Agreement of the Stock Exchange, is
attached herewith as annexure-II and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the financial
statements for the year under review, confirm in their entirety to the
requirements of the Companies Act,1956.
The Directors confirm:
i) that in preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanations
relating to material departures.
ii) that they had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss
of the Company for that period;
iii) that they had taken proper and sufficient care for maintenance of
adequate accounting records in accordance with provisions of this Act
for safeguarding the assets of the Company and for preventing and
detecting any fraud and other irregularities.
iv) that they had prepared the Annual Accounts on a going concern
basis.
AUDITORS AND AUDITORS' REPORT
M/s. Gupta Vigg & Co., the Auditors of the company shall be retiring at
the conclusion of the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment. The company has obtained
from auditors, a certificate as required under section 224(1-B) of the
Companies Act, 1956 to effect that their re-appointment, if made, would
be within the limits specified in the said section. The Audit committee
has recommended their re-appointment.
The Audit report of the auditors is self explanatory and do not require
any explanation from the Board u/s. 217 of the Companies Act, 1956.
PUBLIC DEPOSITS
During the year, company has neither accepted nor intend to accept any
Public Deposit within the meaning of Section 58-A, of the Companies
Act, 1956 and the rules made there under. There are no outstanding/
unclaimed deposits from the public
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to section 205-C of the Companies Act, 1956 the company has
transferred an amount of Rs.18,43,385.00 (Rs. Eighteen Lacs Forty Three
Thousand Three Hundred Eighty Five) being the amount of unclaimed
dividend for the year 2003-2004 to the Investor Education and
Protection Fund
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of emoluments in excess of the
limits prescribed under the Companies (Particulars of employees) Rules,
1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
ANDOUTGO
Particulars with respect to the Conservation of Energy, Technology
Absorption and Foreign Exchange earning and outgo as required under
section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of the Board of Directors) Rules
1988, is enclosed as per Annexure - I and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the listing agreement with the Stock
Exchanges in India is enclosed as per Annexure III and forms part of
this Report.
INDUSTRIAL RELATIONS
The Relations remained cordial throughout the year and excellent
results were achieved with the whole hearted co-operation of employees
at all levels.
ACKNOWLEDGEMENT
The board of directors of the company wish to place on record their
thanks and appreciation to all workers, staff members and executives
for their contribution to the operations of the company. The Directors
are thankful to the bankers, financial institutions for their continued
support to the company. The directors also place on record their
sincere thanks to the shareholders for their continued support,
co-operation and confidence in the management of the company.
FOR AND ON BEHALF OF THE BOARD
PLACE : LUDHIANA JAWAHAR LAL OSWAL
DATED : 28th JULY, 2012 (CHAIRMAN)
Mar 31, 2011
The Members,
The directors have pleasure in presenting the Twenty Third ANNUAL
REPORT on the affairs of the Company for the year ended 31st March,
2011.
FINANCIAL RESULTS
Your Company's Financial Performance during the year is summarised
below:
(Rs. in Lac)
PARTICULARS CURRENT PREVIOUS
YEAR YEAR
Profit before interest 3024.07 394.96
& Depreciation
Less: Interest 1483.30 -
Depreciation 1248.23 -
Provision for taxation
(Net of Deferred Tax) (72.41) 50.00
Profit after tax 364.95 344.96
Adjustment of Income Tax
earlier years 8.48 -
Add: Balance of Surplus 8.62 14.02
brought Forward
Amount available for
appropriation 382.05 358.98
APPROPRIATION
Proposed Dividend 86.06 86.06
Tax on Distributed profits 13.96 14.29
Transfer to General Reserve 280.00 250.00
Balance carried to 2.03 8.63
balance sheet
382.05 358.98
BOPP FILMS PROJECT
As the members are aware that Company diversified its activi- ties in
the year 2007 into BI-AXIALLY ORIENTED POLY PROPY- LENE FILMS (BOPP) by
putting a Project at capital outlay of Rs.300 Crore (approximately) in
the state of Madhya Pradesh. The plant is equipped with state of the
art manufacturing facili- ties imported from Bruckner of Germany. We
are pleased to inform that the plant has started its operation on 20th
May, 2010. The products of the Company have been well received in the
domestic as well as International Markets.
OPERATIONAL REVIEW
We are pleased to inform you that in its Ist year of operation, the
Company achieved an operating income of Rs.16653.61 lacs out of which
Rs. 582.15 lac is export turnover. Thus the Com- pany has made a good
beginning in the export markets. On financial front, the company
performed reasonably well and earned a profit before interest and
depreciation (PBIT) of Rs.3024.07 lacs during the year under review.
After providing Rs.1483.30 lacs towards interest and Rs.1248.23 lacs
towards depreciation, it earned a profit before tax of Rs.292.54 lacs.
After adjustment of deferred gain, income tax of earlier years and
provision for tax, the company earned a net profit of Rs.382.05 lacs.
After appropriation of profit as per detail hereinabove an amount of
Rs.280.00 lacs has been trans- ferred to General Reserve thereby
increasing the company's reserve to Rs.13263.07 lacs as on 31st March,
2011.
CHANGE OF COMPANY'S NAME
The National Stock Exchange of India Ltd and The Stock Ex- change,
Mumbai have approved the change of company's name from Nahar
Investments and Holding Ltd to Nahar Poly Films Limited with effect
from 15.06.2011. The ISIN of the scrip is INE308A01027. The scrip code
of the Company for trading at National Stock Exchange Association
Limited (NSE) and The Stock Exchange Limited, Mumbai (BSE) are as under:
For trading at BSE : 523391
For trading at NSE : NAHAR POLY
DIVIDEND
Your directors are pleased to recommend a dividend @ 7% i.e. Rs.0.35
per equity share on paid up equity share capital for the year ended
31st March, 2011.
The dividend, if approved at the forthcoming Annual General Meeting,
will be paid out of profits of the Company for the year under reference
to all those shareholders whose name shall appear in the Register of
Members on 20th September, 2011 or Register of beneficial owners,
maintained by the depositories as at the close of 9th September, 2011.
DIRECTORS
Sh. Amarjeet Singh Director who have been associated with the Company
since 2001 left for heavenly abode on 30.05.2011. The Board pray to
the almighty to give peace and solace to the departed soul.
Pursuant to Article 112 of the Articles of Association of the company
Sh. Dinesh Gogna, Dr. Om Parkash Sahni, Dr. Yash Paul Sachdeva & Prof.
K.S. Maini, will be retiring by rotation at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
Dr. Amrik Singh Sohi was appointed as an Additional Director of the
Company on 30th July, 2011 by the Board. He shall hold the office upto
the ensuing Annual General Meeting. The company has received a notice
under section 257 of the Companies Act, 1956 from a member proposing
his candidature as director of the Company subject to your approval.
The necessary resolu- tion is being proposed for your approval in the
accompanying notice of the Annual General Meeting.
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, the details of Directors to be appointed/re-appointed are
contained in the accompanying Notice of the forthcoming Annual General
Meeting.
GREEN INITIATIVE
The Ministry of Corporate Affairs(MCA) vide Circular No. 17/ 2011 dated
21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green
Initiative in the Corporate Governance" by allowing paperless
compliances by the Companies. Your Com- pany has decided to join the
MCA in its environmental friendly initiative.
Accordingly, Company propose to send documents such as Notice of the
General Meetings, Annual Report and other com- munication to its
shareholders via electronic mode to the regis- tered 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:[email protected] or [email protected]. We
solicit your valuable co- operation and support in our endeavor to
contribute our bit to the environment.
OPEN OFFER
During the year Nahar Spinning Mills Limited, a Group Company, made an
Open Offer under the provision of regulation 11(2A) of the Securities
and Exchange Board of India (Substantial Acqui- sition of Shares and
Takeover) Regulation, 1997 and subse- quent amendments thereto for the
acquisition of 2437251 fully paid up equity shares of Rs.5/- each
representing 9.91% of the total paid up equity share capital of the
Company. The Nahar Spinning Mills Limited got only 685094 equity shares
represent- ing 2.79% of the equity capital of the Company under the
said Offer. The required disclosure/compliances have already been made
to the SEBI as well as Stock Exchanges, in this regard by the Company.
LISTING OF SECURITIES
The securities of the Company are listed on the following Stock
Exchanges:
1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Tow- ers, Dalal
Street, Mumbai.
2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th
Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.
The company has paid listing fee to both the Stock Exchanges for the
financial year 2011-2012.
DEMATERIALISATION OF SHARES.
As the members must be aware that Company's securities are tradable
compulsorily in electronic form w.e.f.8th May 2000. Your company has
already established connectivity with both the Depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Ltd (CDSL) to facilitate the holding and trading of
securities in electronic form. As on date 91.97% of the Share Capital
has been de-materialized by the members of the Company.
Annual custodian fee for the financial year 2011-2012 has also been
paid to the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH
December, 2002, Company has appointed M/s Alankit As- signments Ltd.,
as Registrar for Share Transfer and Electronic connectivity.
Accordingly all the shareholders, Investors, Mem- bers of the Stock
Exchanges, Depository Participants and all other concerned are
requested to send all communication in respect of share transfer,
demat/remat, change of address etc. to our registrar at below
mentioned address:
M/s. Alankit Assignments Ltd.
(Unit : Nahar Poly Films Ltd.)
Alankit House,
2E/21, Jhandelwalan Extension
NEW DELHI-110055
Telephone No. : (011)23541234
Fax No. : (011)41540064
E-mail Address : [email protected]
In case any query/complaint remains unresolved with our Reg- istrar
please write to Company Secretary at the Registered Office of the
Company.
The shareholder(s) who have not gone in for dematerialization of shares
till date, are requested to opt for dematerialization of the shares at
the earliest.
AUDIT COMMITTEE
Pursuant to Section 292A(1) of the Companies Act, 1956, Com- pany
constituted Audit Committee consisting of Sh. Amarjeet Singh as
Chairman, Sh. Dinesh Gogna and Dr. O.P. Sahni. as members. Because of
the sad demise of Sh. Amarjeet Singh, the vacancy so caused was filled
up by appointing Dr. S.K. Singla, as member as well as chairman of
Audit Committee on the same day itself. The committee held 4 meetings
during the year under review.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corpo- rate
Governance. The Company has already constituted sev- eral committees of
directors to assist the Board in good Corpo- rate Governance. The
Corporate Governance Report along with Auditors Certificate regarding
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the Listing Agreement of the Stock Exchange, is
attached herewith as annexure-II and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the finan- cial
statements for the year under review, confirm in their entirety to the
requirements of the Companies Act,1956.
The Directors confirm:
i) that in preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanations
relating to material departures.
ii) that they had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss
of the Company for that period;
iii) that they had taken proper and sufficient care for mainte- nance
of adequate accounting records in accordance with provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting any fraud and other irregularities.
iv) that they had prepared the Annual Accounts on a going concern
basis.
AUDITORS
M/s. Gupta Vigg & Co., the Auditors of the company shall be retiring at
the conclusion of the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment. The company has obtained
from auditors, a certificate as re- quired under section 224(1-B) of
the Companies Act, 1956 to effect that their re-appointment, if made,
would be within the limits specified in the said section.
The Audit committee has recommended their re-appointment.
PUBLIC DEPOSITS
During the year, company has neither accepted nor intend to accept any
Public Deposit within the meaning of Section 58-A, of the Companies
Act, 1956 and the rules made there under. There are no
outstanding/unclaimed deposits from the public
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to section 205-C of the Companies Act, 1956 the com- pany has
transferred an amount of Rs.2328065.00 (Rs. Twenty Three Lac Twenty
Eight Thousand Sixty Five) being the amount of unclaimed dividend for
the year 2002-2003 to the Investor Education and Protection Fund
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of emoluments in excess of the
limits prescribed under the Companies (Particulars of em- ployees)
Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Particulars with respect to the Conservation of Energy, Tech- nology
Absorption and Foreign Exchange earning and outgo as required under
section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of the Board of Directors) Rules
1988, is enclosed as per Annexure - I and forms part of this report.
INDUSTRIAL RELATIONS
The Relations remained cordial throughout the year and excel- lent
results were achieved with the whole hearted co-opera- tion of
employees at all levels.
ACKNOWLEDGEMENT
The board of directors of the company wish to place on record their
thanks and appreciation to all workers, staff members and executives
for their contribution to the operations of the com- pany. The
Directors are thankful to the bankers, financial insti- tutions for
their continued support to the company. The direc- tors also place on
record their sincere thanks to the sharehold- ers for their continued
support, co-operation and confidence in the management of the company.
FOR AND ON BEHALF OF THE BOARD
JAWAHAR LAL OSWAL
(Chairman)
PLACE : LUDHIANA
DATED : 30th JULY, 2011
Mar 31, 2010
The directors have pleasure in presenting the Twenty Second
ANNUAL REPORT on the affairs of the company for the year
ended 31st March, 2010.
FINANCIAL RESULTS
Your Companys Financial Performance during the year is summarised
below:
(Rs. in Lac)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Profit before interest 394.96 464.57
& Depreciation
Less: Interest -- --
Depreciation -- --
Provision for taxation
(Net of Deferred Tax) 50.00 27.22
Profit after tax 344.96 437.35
Adjustment of Income Tax
earlier years (-) 0.11
Add: Balance of Surplus 14.02 2.46
brought Forward
Amount available for
appropriation 358.98 439.70
APPROPRIATION
Proposed Dividend 86.06 86.06
Tax on Distributed profits 14.29 14.63
Transfer to General Reserve 250.00 325.00
Balance carried to 8.63 14.01
balance sheet
358.98 439.70
STATUS OF BOPP PROJECT
As the members are aware that company diversified its activi- ties into
BI-AXIALLY ORIENTED POLY PROPYLENE FILMS (BOPP) Project at capital
outlay of Rs.300 Crores approximately. The company has fully
implemented the said project with a capacity of 30000 tpa at village
sarakian/Itayakalan Distt. Raisen Madhya Pradesh. The plant is equipped
with state of the art manufactur- ing facilities imported from Bruckner
of Germany. We are pleased to inform that the plant has started its
operation on 20th May, 2010.
OPERATIONAL REVIEW
We would like to inform you that during the year under review, the
management remained busy with the implementation of the BOPP Project
and did not undertook any business activity. Ac- cordingly there is nil
operating income. However the company has earned an other income of
Rs.434.04 Lacs during the year. The said income comprises of dividend
income, interest income and sale of investment etc. which is of the
temporary nature and does not strictly falls under the segment revenue
as such shown under the head ÃOther IncomeÃ. After pr oviding for all
the expenses and tax, company earned a net profit of Rs.344.96 Lacs.
After appropriation of profits as per detail hereinabove, an amount of
Rs.250.00 Lacs has been transferred to General Reserve thereby
increasing the companys reserve to Rs.129.90 crores as on 31st March,
2010.
DIVIDEND
Your directors are pleased to recommend a dividend @7% (i.e. Rs.0.35
per equity share) on paid up equity share capital for the year ended
31st March, 2010.
The dividend , if approved at the forthcoming Annual General Meeting,
will be held out of profits of the company for the year under reference
to all those shareholders whose name shall appear in the Register of
Members on 30th September, 2010 or Register of beneficial owners,
maintained by the depositories as at the close of 17th September, 2010.
DIRECTORS
Pursuant to Article 112 of the Articles of Association of the company
Sh. Jawahar Lal Oswal, Dr. (Mrs.) H.K.BAL, Sh. S.K. Singla and Sh.
Kamal Oswal, will be retiring by rotation at the ensuing Annual General
Meeting and being eligible offer them- selves for re-appointment.
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, the details of Directors to be appointed/re-appointed are
contained in the accompanying Notice of the forthcoming Annual General
Meeting.
LISTING OF SECURITIES
The securities of the company are listed on the following Stock
Exchanges:
1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Tow- ers, Dalal
Street, Mumbai.
2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th
Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.
The company has paid listing fee to both the Stock Exchanges for the
financial year 2010-2011.
DEMATERIALISATION OF SHARES.
As the members must be aware that companys securities are tradable
compulsorily in electronic form w.e.f.8th May 2000. Your company has
already established connectivity with both the Depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Ltd (CDSL) to facilitate the holding and trading of
securities in electronic form. As on date 91.43% of the share capital
has been de-materialized by the members of the company.
Annual custodian fee for the financial year 2009-2010 have also been
paid to the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH
December, 2002, company has appointed M/s Alankit As- signments Ltd.,
as Registrar for Share Transfer and Electronic connectivity.
Accordingly all the shareholders, Investors, Mem- bers of the Stock
Exchanges, Depository Participants and all other concerned are
requested to send all communication in respect of share transfer,
demat/remat, change of address etc.to our registrar at below mentioned
address:
M/s. Alankit Assignments Ltd. (Unit : Nahar Poly Films Ltd.)
Alankit House,
2E/21, Jhandelwalan Extension
NEW DELHI-110055
Telephone No. : (011)23541234
Fax No. : (011)41540064
E-mail Address : [email protected]
In case any query/complaint remains unresolved with our Reg- istrar
please write to Compliance Officer at the registered office of the
company.
The shareholder(s) who have not gone in for dematerialization of shares
till date, are requested to opt for dematerialization of the shares at
the earliest.
AUDIT COMMITTEE
Pursuant to section 292A(1) of the Companies Act, 1956, Com- pany has
already constituted Audit Committee consisting of Sh. Amarjeet Singh
as Chairman, Sh. Dinesh Gogna and Prof. K.S. Maini as members. The
committee held 4 meetings during the year under review.
REPORT ON THE CORPORATE GOVERNANCE
Your company continues to follow the principles of good Corpo- rate
Governance. The company has already constituted sev- eral committees of
directors to assist the board in good Corpo- rate Governance. The
Corporate Governance Report along with Auditors Certificate regarding
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the Listing Agreement of the Stock Exchange, is
attached herewith as annexure-II and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the finan- cial
statements for the year under review, conform in their en- tirety to
the requirements of the Companies Act,1956.
The Directors Confirm:
i) That in preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanations
relating to material departures.
ii) That they had selected such accounting policies applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
iii) That they had taken proper and sufficient care for mainte- nance
of adequate accounting records in accordance with provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
iv) That they had prepared the Annual Accounts on a going concern
basis.
COST AUDITORS
Upon the implementation of scheme as per the order dated 21st December,
2006 passed by the Honble Punjab and Haryana High Court, companys
textile business stand demerged and transferred to Nahar Spinning Mills
Ltd w.e.f. Ist April, 2006.
Accordingly company has made an application to Ministry of Corporate
Affairs, Cost Audit Branch, New Delhi to take note of the above said
order and make necessary change in their record.
AUDITORS
M/s. Gupta Vigg & Co., the Auditors of the company shall be retiring at
the conclusion of the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment. The company has obtained
from auditors, a certificate as re- quired under section 224(1-B) of
the Companies Act, 1956 to effect that their re-appointment, if made,
would be within the limits specified in the said section.
PUBLIC DEPOSITS
During the year, company has neither accepted nor intend to accept any
Public Deposit within the meaning of Section 58-A, of the Companies
Act, 1956 and the rules made there under. There are no
outstanding/unclaimed deposit from the public.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to section 205-C of the Companies Act, 1956 the com- pany has
transferred an amount of Rs.1133894.33 (Rs. Eleven Lacs Thirty Three
Thousand Eight Hundred Ninety Four and Paise Thirty Three) being the
amount of unclaimed dividend for the year 2001-2002 to the Investor
Education and Protection Fund.
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of emoluments in excess of the
limits prescribed under the Companies (Particulars of em- ployees)
Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Particulars with respect to the Conservation of Energy, Technol- ogy
Absorption and Foreign Exchange earning and outgo as required under
section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of the Board of Directors) Rules
1988, is enclosed as per Annexure - I.and forms part of this report.
INDUSTRIAL RELATIONS
The Relations remained cordial throughout the year and the excellent
results were achieved with the whole hearted co- operation of employees
at all levels.
ACKNOWLEDGEMENT
The board of directors of the company wish to place on record their
thanks and appreciation to all workers, staff members and executives
for their contribution to the operations of the com- pany. The
directors also place on record their sincere thanks to the shareholders
for their continued support, co-operation and confidence in the
management of the company.
FOR AND ON BEHALF OF THE BOARD
PLACE : LUDHIANA JAWAHAR LAL OSWAL
DATED : 28th JULY, 2010 Chariman