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Directors Report of Nahar Poly Films Ltd.

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. whistleblowernpfl@owmnahar.com 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:-secnel@owmnahar.com or gredressalnpfl@owmnahar.com. 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 : rta@alankit.com

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:-secnel@owmnahar.com or gredressalnpfl@owmnahar.com. 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:rta@alankit.com

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:-secnel@owmnahar.com or gredressalnpfl@owmnahar.com. 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 : rta@alankit.com

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:-secnel@owmnahar.com or gredressalnpfl@owmnahar.com. 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 : rta@alankit.com

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



 
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