Your directors have pleasure in presenting the TWENTY NINTH ANNUAL REPORT on theaffairs of the Company for the financial year ended 31st March 2017.
Your Company's Financial Performance during the year is summarised below:
| ||STANDALONE ||CONSOLIDATED |
|PARTICULARS ||CURRENT ||PREVIOUS ||CURRENT ||PREVIOUS |
| ||YEAR ||YEAR ||YEAR ||YEAR |
|Profit before tax ||817.35 ||1756.59 ||1717.76 ||2090.76 |
|Less: || || || || |
|Provision for taxation ||(179.11) ||591.73 ||(179.11) ||591.73 |
|(I) Current Tax ||314.50 ||347.24 ||314.50 ||347.24 |
|(ii) Deferred Tax ||-493.61 ||244.49 ||-493.61 ||244.49 |
|Profit after Tax ||996.46 ||1164.86 ||1896.87 ||1499.03 |
|Add: Surplus of || || || || |
|last year Brought || || || || |
|Forward ||1.02 ||475.68 ||335.19 ||1130.57 |
|Income Tax || || || || |
|Adjustment for || || || || |
|prior periods ||0.78 ||0.45 ||0.12 ||0.45 |
| ||998.26 ||1640.99 ||2232.18 ||2630.05 |
|APPROPIATION || || || || |
|Proposed Dividend ||0 ||122.94 ||0 ||122.94 |
|Tax on Distributed || || || || |
|Profit ||0 ||25.03 ||0 ||25.03 |
|Transfer to CSR || || || || |
|Expenditure Reserve ||16.63 ||0 ||16.63 ||0 |
|Share of CDT Paid by || || || || |
|Associates ||0 ||0 ||20.19 ||20.19 |
|Transfer to General ||0 ||1492.00 ||0 ||2126.70 |
|Reserve || || || || |
|Surplus carried to ||981.63 ||1.02 ||2195.36 ||335.19 |
|Balance Sheet || || || || |
| ||998.26 ||1640.99 ||2232.18 ||2630.05 |
FINANCIAL PERFORMANCE REVIEW AND STATE OF AFFAIRS
We would further like to inform you that the disclosure requirements as per AccountingStandard AS 17 issued by the Institute of Chartered Accountants of India New Delhi arenot applicable to the company as the main business activities of company falls undersingle segment i.e. "BOPP Films".
Further pursuant to the requirement of section 129(3) of the Companies Act 2013 theCompany has consolidated the Financial Statements for the year ended 31st March 2017 inrespect of its Associate Companies. We would brief you regarding the Financial Performanceof the company on Standalone as well as Consolidated basis which is as under:-
STANDALONE FINANCIAL PERFORMANCE
From the above we are pleased to inform you that during the year under review onstandalone basis though the Company has achieved a Total Income of Rs. 259.57 Crores asagainst 264.54 Crores showing a marginal fall of 1.88% over the previous year. It earned aProfit before tax of Rs. 8.17 Crores as against Rs. 17.57 Crores in the previous year.After providing provision for taxation (Including Deferred Tax) of Rs. 1.79 Crores itearned a Net Profit of Rs. 9.96 Crores in the current year as against Rs. 11.64 Crores inthe previous year.
CONSOLIDATED FINANCIAL PERFORMANCE
On consolidated basis the Company earned Total Income of Rs. 258.58 Crores during theyear under review as against Rs.263.55 Crores in the previous year. It earned a profitbefore tax of Rs. 7.18 Crores as against Rs. 16.57 Crores in the previous year AfterProviding provision for taxation (Including Deferred Tax) of Rs 1.79 Crores it earned aNet Profit (including profit of associates) of Rs. 18.97 Crores as against Rs. 14.99Crores in the previous year.
TRANSFER TO RESERVE
The Company has not transferred any amount to the General Reserve and thus company'sGeneral Reserve stands on Rs.101.60 crores as on 31 March 2017. However after makingadjustment of Dividend Tax on Dividend CSR Expense Reserve and Adjustment of income taxfor the year an amount of Rs.9.81 Crores has been retained in the Surplus Account andthus Retained Earnings/Surplus Account stand increased to Rs.9.82 Crores as on 31 march2017.
The Board in its meeting held on 30 May 2017 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 financialyear ended 31st March 2017. The proposal is subject to the approval of the Shareholdersat the ensuing annual general meeting to be held on 26 September 2017.The total dividenddeclared (excluding dividend distribution tax) for the current year is Rs Rs. 1.23 crores.
The dividend if approved at the forthcoming Annual General Meeting will be paid outof profits of the Company to all those shareholders whose names shall be appear in theRegister of Members on 1 September 2017 or Register of Beneficial Owners maintained bythe Depositories as at the close of 1 September 2017.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions section 124(5) of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 all dividends which remainsunpaid/unclaimed for a period of seven years from the date of such transfer shall betransferred by the company to the IEPF (Investor Education and Protection Fund)established by Central Government
Accordingly the company has transferred an amount of Rs. 298714 (Rs. Two Lacs NinetyEight Thousand Seven Hundred and Forteen only) being the amount of unclaimed dividend forthe year 2008-2009 to the Investor Education and Protection Fund. Further unpaid dividendfor the year 2009-2010 shall be transferred to Investor Education and Protection Fundpursuant to section 124(5) of the Companies Act 2013 in November 2017. The Company hasalso sent letter/notice to the shareholders informing them to claim the unclaimed dividendfrom the Company before transferring the same to the Investor Education and ProtectionFund.
Pursuant to the provisions of Section 124 (6) of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as amended the Equity shares of the Company in respect of which dividend hasremained unclaimed or unpaid for a period of seven consecutive years or more are requiredto be transferred to the IEPF Authority as per applicable provisions
The Company has already sent individual notices to the concerned shareholders at theirregistered addresses whose share are liable to be transferred to the IEPF Authorityadvising them to claim their unclaimed dividend and also uploaded the details on itswebsite i.e. www. owmnahar.com
In case the concerned shareholders do not claim their unclaimed dividends the Companyshall with a view to comply with the Rules transfer the shares to the IEPF Authoritywithout any further notice to the shareholders and no liability shall lie against theCompany in respect of the shares so transferred. The shareholders may note that upontransfer of the shares to IEPF Authority including all benefits accruing on such sharesif any the same can be claimed only from IEPF Authority by following the procedureprescribed under the Rules.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed/re-appointed as Independent Directors under theprovisions of the Companies Act 2013 and the rules made thereunder.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to provisions of section 152(6) of the Companies Act 2013 and Article 117 ofArticle of Association of the Company Sh. Dinesh Oswal (DIN 00607290) and Sh. Kamal Oswal(DIN 00493213) will be retiring by rotation at the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment. The Board recommends theirre-appointment to the members of the Company at the ensuing Annual General Meeting.
The shareholders vide their Special Resolution dated 30.09.2016 has reappointed Mr.Satish Kumar Sharma Executive Director of the Company for a further period of Five Yearsw.e.f. 1st August 2017 to 31st July 2022.
We would also like to inform you that the first term of office of the Dr. (Mrs.) H.K.Bal Prof. K.S. Maini Dr. Suresh Kumar Singla Dr. Amrik Singh Sohi Dr. Yash PaulSachdevaand Dr Vijay Asdhir as Independent Directors expires at the ensuing AnnualGeneral Meeting.
Dr. (Mrs.) H.K. Bal and Prof. K.S. Maini have requested the Board not to considerthem for re-appointment and relieve them from the office of the director after the expiryof their present term. The Board places on record its appreciation towards valuablecontribution made by Dr. (Mrs.) H.K. Bal and Prof K.S. Maini during their tenure asDirectors of the Company.
Further pursuant to the Notice received along with the deposit of requiset amountunder section 160 of the Companies act 2013 the Board on the recommendation ofNomination and Remuneration Committee and on the basis of report of performance evaluationof Directors has decided to re-appoint Dr. Suresh Kumar Singla (DIN 00403423) and Dr.Amrik Singh Sohi (DIN 03575022) Dr. Yash Paul Sachdeva (DIN 02012337 ) and Dr VijayAsdhir (DIN 06671174) as Independent Directors to hold office for a second term of fiveconsecutive years upto 25th September 2022. The necessary resolutions for theirappointment have been proposed in the accompanying Notice for your approval.
We would also like to inform you that the company has received a notice in writing froma member along with the deposit of requisite amount under section 160 of the CompaniesAct. 2013 proposing the candidature of Dr. Inder Mohan Chhibba (DIN 07913491) and Dr.Manisha Gupta (DIN 06910242) as Independent Directors of the Company. The Nomination andRemuneration Committee after verifying their profile and suitability has recommended theirappointment to the Board. Accordingly the Board having regard to their skills experienceand knowledge has proposed the appointment of Dr. Inder Mohan Chhibba (DIN 07913491) andDr. Manisha Gupta (DIN 06910242) as Independent Directors of the Company to hold officefor five consecutive years for a term upto 25th September 2022. The necessary resolutionfor their appointment have been proposed in the accompanying Notice for your approval
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Satish KumarSharma Executive Director Mr. Rakesh Kumar Jain Chief Financial Officer and Mrs. NidhiKhande Company Secretary are the Key Managerial Personnel (hereinafter referred as KMP)of the Company.
The provisions of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualPerformance Evaluation is to be made by Board of its own performance and that of itsCommittee and individual Directors Schedule IV of the Companies Act 2013 states thatperformance evaluation of the Independent Director shall be done by Directors excludingthe Director being evaluated.
The Board carried out a formal Annual performance evaluation as per thecriteria/framework laid down by the Nomination and Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to evaluate the performance of individual directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement and contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders. The performance evaluation of the IndependentDirectors was carried out by the entire board except the participation of concernedIndependent Director whose evaluation was to be done. The performance evaluation of theChairman and the Non Independent Directors was carried out by the Independent Directors.The Board was satisfied with the evaluation process and the approved evaluation resultsthereof.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015. As per the saidregulations the listed companies are required to formulate certain policies. As goodcorporate the company has already formulated several corporate governance policies and thesame are available on the Company's website i.e. www.owmnahar.com. The said policies arereviewed 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 and 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 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 Company's 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 fair 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 preclea- rance for dealing in the Company's 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 Document Policy ||Board of directors in their meeting held on 10 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 Obligations a nd 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 Company's disclosures documents and records that are placed on Company's 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 Di v e r s i t y Policy as per the recommendations of the Nomination and Remuneration Committee. |
| ||The policy envisages of diversification of Company's Board in respect of age know ledge experience and expertise. |
APPOINTMENT AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has frameda policy for Appointment and Remuneration of Directors Senior Management and otheremployees as provided under section 178(3) of the Companies Act 2013. The Objective ofthe Policy is to have an appropriate mix of Executive Non- executive and IndependentDirectors. The present Board consists of twelve members. Sh. Jawahar Lal Oswal isnon-executive chairman. Sh. Satish Kumar Sharma is an executive director.
There are five Non Executive Directors and six Independent Directors out of which onedirector namely; Mrs. H.K Bal is a woman director on the Board. The Company Policy ofappointment and Remuneration including criteria for determining Qualification PositiveAttributes Independence of Directors and Other matters as required under sub section 3of Section 178 of the Companies Act 2013. The Policy also laid down the criteria fordetermining the remuneration of directors key managerial personnel and other employees.The Nomination and Remuneration policy of the Company is available on the Company'swebsite and can be accessed at http://www.owmnahar.com/nahar_polyfilm/pdf/ NPFLAPPOINTMENT AND REMUNERATION POLICY. pdf. There has been no change in the Policy since thelast fiscal year.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors held their meeting on 19th December 2016 withoutthe attendance of Non Independent Directors and members of the management. All IndependentDirectors were present at the meeting. At the meeting they:-I. Reviewed the performanceof non-Independent directors and the Board as a whole; ii. Reviewed the performance of theChairperson 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 informationbetween the company's Management and the Board which is necessary for the Board toeffectively and reasonably perform their duties.
FAMILIARISATION PROGRAMS FOR BOARD MEMBERS
The Company at the time of appointing a Director issues a formal letter of appointmentwhich inter alia explains the role functions duties and responsibilities expected fromhim/her as a Director of the Company. All Independent Directors are provided with allpolicies/Guidelines as framed by the Company under various statutes and Listing Agreement/SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 to familiarizewith Company's procedure and practices. Further to update them on the regular basis theCompany provides copies of all amendments in Corporate Laws Corporate Governance Rulesand Listing Agreement/ SEBI (Listing Obligation and Disclosure Requirements) Regulations2015. The company made arrangement to apprise and familiarize the directors regarding theSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 which came intoeffect w.e.f 1st December2015. They were also informed regarding the Companies AmendmentBill 2015 which is introduced in the Parliament. The details of the Company's policy onFamiliarisation Programs for Independent Directors is posted on the website of the Companyand can be assessed at http://www.owmnahar.com/nahar_polyfilm/pdf/Familiarizatio-
During the year under review the Board of Directors met four times i.e. 30 May 201612 August 2016 11 November 2016 and 13 February 2017 with a predefined agendacirculated well in advance. The intervening gap between the Meetings was within the periodprescribed 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) whichare in the ordinary course of business at Arm's length basis and are in compliance withthe applicable provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015. There are no materially significant related party transactions made by the Companywith Promoters Directors or Key Managerial Personnel etc which may have potentialconflict of interest with the Company at large or which warrants the approval of theshareholders. Accordingly no transactions are being reported in Form AOC-2 in terms ofSection 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 underreview has been given to Notes to the financial statements in accordance with theAccounting Standards The Company has not entered into any contract or arrangement with therelated parties as referred in Section 188(1) of the Companies Act 2013. Thus therequirement for disclosure of particulars of contracts or arrangement with related partiesreferred to in Section 188(1) is not applicable. However as per Company's policy all theGroup Companies transactions regarding sales/purchase etc. are placed before the AuditCommittee as well as the Board for their information and approval.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which these financial statementsrelate and the date of this report.
The Paid up equity share capital of the Company as on 31 March 2017 is Rs. 1229.40Lacs. During the year under review Company has neither issued shares with differentialvoting 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 Tribunalswhich impact the going concern status and Company's operations in future.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT2013-
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 form part of the Notes in the Financial Statements providedin the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As reported in our last report company adopted CSR Policy and decided to undertake CSRactivity in collaboration with Group Companies under one umbrella i.e. through OswalFoundation which is a Registered Society formed in 2006 having its charitable objects invarious fields. The details of the CSR policy are available on the company's website i.e.www.owmnahar.com The disclosure in respect of the existing CSR activities pursuant tosection 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 heretoas "Annexure I" and forms part of this Report.
As required under Section 177 of the Companies Act 2013 company has alreadyconstituted Audit committee consisting of Sh. Suresh Kumar Singla as Chairman Prof K.S.Maini and Sh. Dinesh Gogna Directors as members. Mrs. Nidhi Khande is the Secretary ofthe committee. The committee held four meetings during the year under review.
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2013 the Company established a VigilMechanism process as an extension of Company's Code of Conduct whereby any employeedirectors customers vendors etc. can report the genuine concerns or grievances to themembers of the Committee about unethical behavior actual or suspected fraud or violationof Company's Code of Conduct so that appropriate action can be taken to safeguard theinterest of the Company. The Mechanism also provides for adequate safeguards againstvictimization of persons who uses such mechanism. The mechanism provides direct access tothe chairperson of the Audit Committee in appropriate or exceptional cases. The WhistleBlower Policy/Vigil Mechanism is also posted on Company's Website. The Company has adedicated e-mail address i.e. firstname.lastname@example.org for reporting the genuineconcerns. The Whistle Blower Policy/ Vigil Mechanism is also posted on company's websiteand can be accessed at http:/-owmnahar.com/nahar_nelc/pdf/vigilmechanism.pdf The AuditCommittee regularly reviews the working of the Mechanism. No complaint was received duringthe year under review.
SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANY
The Company has only one associate company i.e. M/S. Nahar Capital and FinancialServices Limited during the year under the review. Other than this the Company does nothave any subsidiaries or joint venture company.
CONSOLIDATED FINANCIAL STATEMENTS
As per Companies Act 2013 the Company has one Associate Company i.e. Nahar Capital andFinancial Services Limited. Pursuant to the requirements of section 129(3) of theCompanies Act 2013 the company has consolidated the financial statements in respect ofabove said Associate Company for the Financial year ended 31st March 2017. Furtherreport on the performance and financial position of the Associate Companies as per theCompanies Act 2013 in the form AOC-1 is annexed to the Financial Statements for the yearended 31-03-2017.
We are pleased to inform that the Credit Analysis and Research (CARE) vide their letterdated 20 March 2017 has re-affirmed the credit rating "CARE A-" for long termdebt instruments/ facilities and "CARE A2+" for the short term debt instruments/facilities of the Company. The rating "A" indicates stable and rating"A2+" indicates strong degree of safety regarding timely payment of thefinancial obligations.
The Ministry of Corporate Affairs(MCA) has taken a "Green Initiative in theCorporate Governance" by allowing paperless compliances by the Companies.
Further as per the provisions of Companies Act 2013 the Company may send FinancialStatements and other documents by electronic mode to its members. Your Company has decidedto join the MCA in its environmental friendly initiative.
Accordingly henceforth Company proposed to send documents such as Notice of theGeneral Meetings Annual Report and other communication to its shareholders via electronicmode to the registered e- mail addresses of shareholders. To support this green initiativeof the Government in full measure shareholders are requested to register/update theirlatest e-mail addresses with their Depository Participant (D.P.) with whom they are havingDemat A/c. or send the same to the Company via e-mail at:-email@example.com firstname.lastname@example.org. We solicit your valuable co-operation and support in ourendeavor 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/1G-Block Bandra Kurla Complex Bandra (E) Mumbai- 400051 The company has paid listing feeto both the Stock Exchanges for the financial year 2017-2018.
DEMATERIALISATION OF SECURITIES.
As the members must be aware that Company's securities are tradable compulsorily inelectronic form w.e.f. 8th May 2000. Your company has already established connectivitywith both the Depositories i.e. National Securities Depository Limited (NSDL) and CentralDepository Services (India) Ltd (CDSL) to facilitate the holding and trading of securitiesin electronic form. As on 31 March 2017 93.07% of the total Equity Share Capital hasbeen de-materialized by the members of the Company. The shareholder (s) who have not gonein for dematerialization of shares till date are requested to opt for dematerializationof the shares at the earliest.
Annual custodian fee for the financial year 2017-18 has also been paid to the NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL).
Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH December2002 Company has appointed M/s Alankit Assignments Ltd. as Registrar for Share Transferand Electronic connectivity. Accordingly all the shareholders Investors Members of theStock Exchanges Depository Participants and all other concerned are requested to send allcommunication in respect of share transfer demat/remat change of address etc. to ourregistrar at below mentioned address: M/s. Alankit Assignments Ltd.
(Unit : Nahar Poly Films Ltd.)
Alankit House2E/21 Jhandelwalan Extension NEW DELHI-110055 TelephoneNo.:(011)23541234 Fax No. :(011)41540064 E-mail Address:email@example.com In case anyquery/complaint remains unresolved with our Registrar please write to Company Secretary atthe Registered Office of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the financial statements for theyear 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 hadbeen followed along with proper explanations relating to material departures. ii) thatthey had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period; iii) that they had taken proper and sufficientcare for maintenance of adequate accounting records in accordance with provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting any fraudand other irregularities. iv) that they had prepared the Annual Accounts on a goingconcern basis. v) that the Directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively; and vi) that the directors have devised proper systems to ensurecompliances with the provisions of all applicable laws and that such systems are adequateand operating effectively.
AUDITORS & AUDITOR'S INDEPENDENT REPORT STATUTORY AUDITORS
The members at the Annual General Meeting held on 30th September 2016 appointed M/sGupta Vigg and Co. Chartered Accountants (Registration No. 001393N) as Statutory Auditorsof the Company to hold office till the conclusion of the 29th Annual General Meeting ofthe Company. Their period of office will expire at the ensuing Annual General Meetingscheduled to be held on 26 September 2017.
The Board of Directors place on record its appreciation for the services rendered byM/s Gupta Vigg & Co. as Statutory Auditors of the Company.
We would like to inform you that in compliance with the provisions of section 139 ofCompanies Act 2013 the Board on the recommendation of the Audit Committee has decided topropose the appointment of M/s YAPL& Co. Chartered Accountant (Registration No.017800N) having their Registered office at K-102 Kismat Complex Millar Ganj Ludhiana141003 as Statutory Auditor of the Company for a term of five consecutive years startingfrom the conclusion of the 29th Annual General Meeting upto the conclusion of the 34Annual General Meeting of the Company in the calendar year 2022. They have given a writtenconsent/certificate regarding eligibility for their appointment as Auditors in accordancewith the rule 4 of the Companies (Audit and Auditors) Rule 2014 read with the provisionsof section 139(2) of the Companies Act 2013. The resolution for their appointment hasbeen proposed for your approval in the accompanying Notice.
M/s. Gupta Vigg & Co. Chartered Accountant the Statutory Auditors have submittedAudit Report on the Standalone as well as Consolidated Financial Statements of the Companyfor the Accounting year ended on 31 March 2017. The observations and comments given byAuditors in their Report read together with the Notes to the Accounts are self explanatoryand require no comments.
We would like to inform you that the Ministry of Corporate Affairs vide Notificationdated 31 December 2014 amended Companies (Cost Records and Audit) Rules 2014 pursuantto which the Company's business activities has been included with in the purview of CostAudit requirement. Accordingly The Board of Directors on the recommendation of AuditCommittee appointed M/S. Khushwinder Kumar & Associates Cost Accountant as CostAuditors of the Company for financial year 2017-18 and has fixed a remuneration of Rs.45000/- 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 2014A resolution for the ratification of the remuneration of the Cost Auditor by theshareholders at the ensuing Annual General Meeting is being proposed.
The Board pursuant to the provision of Section 204 of the Companies Act 2013 readwith rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has appointed M/s. P.S. Bathla & Associates Practising Company Secretarieshaving Membership No. 2585 to conduct Secretarial Audit for the financial year 2017-18.
M/s. P.S. Bathla & Associates Practising Company Secretaries have carried out thesecretarial Audit for the financial year ended March 31 2017 and their Secretarial AuditReport in Form No. MR-3 is annexed herewith this report as Annexure II and forms part ofthe report.
The Report is self explanatory and requires no comments.
BUSINESS RISK MANAGEMENT
The Company has laid down Risk Management Policy to identify evaluate manage andmonitor all types of risks which are associated with the business of the Company. TheBoard as well as Audit Committee regularly overseas the risk management process in theCompany 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 certainrisks which may affect the performance of the Company. These include operational riskssuch as fluctuation in the prices of the raw materials which include petrol fluctuationin foreign exchange rates Labour problems regulatory risks Government Policy etc. Weare of the opinion that none of identified risk is such that which may threaten theexistence of the Company.
INTERNAL FINANCIAL CONTROL AND SYSTEMS
The Company is maintaining an efficient and effective system of Internal FinancialControl for facilitation of speedy and accurate compilation of financial statements. TheCompany's Internal Financial Control System is designed to ensure operational efficiencyprotection and conservation of resourses accuracy and promptness in financial reportingand compliances with procedures laws and regulations. However for ensuring furtherimprovements in the systems the company availed the "Internal Financial ControlServices" from the M/s. Grant Thornton India LLP Noida a leading consultancy firm inthe Accounting/ Financial matters during the year under review and their suggestions havebeen well implemented by the company.
The Internal Audit Reports are discussed with the Management and are reviewed by theAudit Committee of the board which also reviews the adequacy and effectiveness of theinternal controls in the company. The company's Internal Control System commensurate withthe nature of its business and size of its operations. In order to further strength theInternal Control System and to automate the various process of the business company ismaking use of Enterprise Resource Planning (ERP). Pursuant to the provisions of section138 of the Companies Act 2013 read with Companies (Accounts) Rules 2014 the Company hasalso appointed an Internal Auditor for the financial year 2017-18. The Company is alsohaving an Internal Audit Department to test the adequacy and effectiveness of InternalControl Systems laid down by the management and to suggest improvement in the systems.Apart from the above an Audit Committee consisting of three non executive directors hasbeen constituted. All the significant audit observation and follow up action thereon aretaken care of by the Audit Committee. The Audit Committee also oversees and reviews theadequacy and effectiveness of Internal Control in the company. The Audit Committee metfour times during the financial year under review. The Company has also established aVigil Mechanism as per Section 177(9) of Companies Act 2013 read with Rule 7 of theCompanies (Meeting of Board and its Powers) Rules 2014.
During the year under review the company has not accepted any Public Deposit withinthe meaning of section 73of the Companies Act2013 and the rules made there under. Thereis no outstanding/unclaimed deposit from the Public. However the information as requiredunder Rule 8 of the Companies (Accounts) Rules 2014 is given hereunder:-(I) Depositsaccepted 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 therequirements of Chapter V of the Companies Act 2013: Not Applicable
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment for women at workplace and hasadopted a policy against sexual harassment in line with Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2016-17 the Company has not received any complaintson sexual harassment and hence no compliant remains pending as on 31 March 2017.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 for the financial year2016-17 in the Form MGT-9 of the Company is annexed herewith as Annexure III and form partof this report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is annexed as "Annexure IV" and formpart of this report.
In terms of section 197(14) of the Companies Act 2013 the Company does not have anyHolding Company. However the details regarding remuneration received by ExecutiveDirector is also given in point 5 of the ANNEXURE IV annexed hereto and form part of thisreport.
Further During the year under review No employee of the Company was in receipt ofremuneration 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 2013read with Sub rule 3 of the Rule 8 Companies (Accounts) Rules 2014 is enclosed as perAnnexure-V and forms part of this report.
REPORT ON THE CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate Governance. Thecompany has already constituted several committees of directors to assist the Board ingood Corporate Governance. The Corporate Governance Report along with the AuditorsCertificate regarding compliance of the conditions of the Corporate Governance asstipulated in Part C of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached herewith as Annexure-VI and forms part ofthis report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated underthe Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is enclosed as per annexure-VII and forms the part of this Report.
The industrial relations remained cordial throughout the year and the excellent resultswere achieved with the whole hearted co-operation of employees at all levels.
The Board of Directors of the company wish to place on record their thanks andappreciation to all workers staff members and executives for their contribution to theoperations of the company. The Directors are thankful to the Bankers FinancialInstitutions for their continued support to the company. The Directors also place onrecord their sincere thanks to the shareholders for their continued support co-operationand confidence in the Management of the Company.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||JAWAHAR LAL OSWAL |
|PLACE : LUDHIANA ||(CHAIRMAN) |
|DATED : 12TH AUGUST 2017 ||DIN:00463866 |