Your directors have pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT onthe affairs of the Company for the financial year ended 31st March 2016.
Your Company's Financial Performance during the year is summarised below:
| || |
(Rs. In Crores)
| ||STANDALONE ||CONSOLIDATED |
|PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR ||CURRENT YEAR ||PREVIOUS YEAR |
|Profit for the year before Finance || || || || |
|Cost & Depreciation ||47.54 ||42.43 ||50.88 ||48.98 |
|Less: Finance Cost ||(7.98) ||(13.12) ||(7.98) ||(13.12) |
|Depreciation ||(22.00) ||(21.72) ||(22.00) ||(21.72) |
|Profit before Tax ||17.56 ||7.59 ||20.90 ||14.14 |
|(i) Current Tax ||(3.47) ||(1.17) ||(3.47) ||(1.17) |
|(ii) Deferred Tax ||(2.44) ||(1.88) ||(2.44) ||(1.88) |
|Profit after Tax ||11.65 ||4.54 ||14.99 ||11.09 |
|Adjustment of Income Tax of Earlier years ||0.00 ||-0.10 ||0.00 ||-0.10 |
|Add: Balance of Surplus Brought Forward ||4.76 ||0.32 ||11.31 ||8.00 |
|Amount Available for Appropriation ||16.41 ||4.76 ||26.30 ||18.99 |
|APPROPIATION || || || || |
|Proposed Dividend ||1.23 ||- ||1.23 ||- |
|Tax on Distributed Profit ||0.25 ||- ||0.45 ||0.17 |
|Transfer to General Reserve ||14.92 ||- ||21.27 ||7.52 |
|Balance Carried to Balance Sheet ||0.01 ||4.76 ||3.35 ||11.30 |
| ||16.41 ||4.76 ||26.30 ||18.99 |
We would like to inform you that Company operates in a single segment i.e. "BOPPFilms" as such disclosure requirements under Accounting Standard AS 17 issued by theInstitute of Chartered Accountants of India New Delhi are not applicable.
STANDALONE-REVENUE AND PROFITS
We would like to inform you that during the year under review on standalonebasisCompany achived an operating revenue of Rs.293.59 crores as against Rs.334.49 croresin the previous year. However the company has improved it's performance and earned aProfit before Finance Cost and Depreciation of Rs.47.54 crores as against Rs.42.43 croresshowing an impressive increase of 12.04% over the previous year. After Providing Rs.7.98crores towards finance cost and Rs. 22.00 crores towards depreciationit earned a profitbefore tax of Rs.17.56 crores. After providing Income tax and Deferred tax of Rs.5.91crores the company earned a net profit of Rs.11.65 crores.
CONSOLIDATED-REVENUE AND PROFITS
Pursuant to the provisions of section 129(3) of the Companies Act 2013 Company hasconsolidated the financial results of its associate company namely Nahar Capital andFinancial Services Ltd. On consolidated basis the company earned a profit before financecost and depreciation of Rs 50.88 crores as against Rs. 48.98 crores earned in theprevious year thereby showing an increase of 3.88% over the previous year. After providingRs.7.98 crores towards finance cost and Rs. 22.00 crores towards depreciation it earned aprofit before tax of Rs.20.90 crores as against Rs.14.14 crores in the previous year.After providing Income tax and Deferred tax of Rs.5.91 crores the company earned a netprofit of Rs.14.99 crores.
TRANSFER TO RESERVE
After appropriation of profit as per detail herein above an amount of Rs.14.92 croreshas been transferred to General Reserve thereby increasing company's Reserves to Rs.101.60crores as on 31st March2016.
Your Directors are pleased to recommend a dividend @ 10% i.e. (Rs. 0.50/- per EquityShare of Rs.5/- each) on the paid up equity share capital for the financial year ended31st March 2016. The total appropriation (excluding dividend distribution tax) for thecurrent year is Rs. 1.23 crores.
The dividend if approved at the forthcoming Annual General Meeting will be paid outof profits of the Company for the year under reference to all those shareholders whosename shall appear in the Register of Members on 9th September 2016 or Register ofBeneficial Owners maintained by the Depositories as at the close of 9th September 2016.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205C of the Companies Act 1956 the company hastransferred an amount of Rs. 541675.00 (Rs. Five Lacs Forty One Thousand Six HundredSeventy Five only) being the amount of unclaimed dividend for the year 2007-2008 to theInvestor Education and Protection Fund. Further unpaid dividend for the year 2008-2009shall be transferred to Investor Education and Protection Fund in November 2016. TheCompany has also sent letter/ notice to the shareholders informing them to claim theunclaimed dividend from the Company before the same is transferred to the InvestorEducation and Protection Fund.
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 as Independent Directors under the provisions ofthe Companies Act 2013 and the rules made thereunder.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to section 152(6) of the Companies Act 2013 and Article 117 of Article ofAssociation of the Company Sh. Dinesh Gogna (DIN 00498670) and Sh. Komal Jain (DIN00399948) will be retiring by rotation at the ensuing Annual General Meeting and beingeligible offer themselves for reappointment. The Board recommends their reappointment tothe members of the Company at the ensuing Annual General Meeting.
Besides the period of office of Sh. Satish Kumar Sharma Executive Director of theCompany who was appointed for a period of five years is expiring on 31st July 2017. TheBoard having regard to the overall growth of the Company under his leadership and on therecommendation of Nomination and Remuneration Committee has decided to reappoint him(subject to the approval of the shareholders) as Executive Director for a period of threeyears commencing from 1st August 2017. The resolution for the same is being proposed foryour approval in the accompanying Notice of the ensuring Annual General Meeting.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Satish KumarSharma Executive Director Mr. Rakesh Kumar Jain Chief Financial Officer and Mr. AtulSud Company Secretary are Key Managerial Personnel (hereinafter referred as KMP) of theCompany. Mr. Atul Sud Company Secretary resigned from the Company and his resignation wasaccepted by the Board of Directors in their meeting held on 12th August2016. Further Mrs.Nidhi Khande having membership no (A32921) of Institute of company Secretaries of Indiawas appointed as Company Secretary of the Company under the category of (KMP) w.e.f. 12thAugust 2016.
The provisions of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing 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 approved the 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 a 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 2015the Board of Directors in their meeting held on 3rd February 2015 approved the Policy for Appointment and Remune- ration of Directors Key Managerial Personnel and other employees as recomm ended by Nomination and Remuneration Committee. |
|Corporate Social Responsibility Policy ||Pursuant to the provisions of Section 135 of the Companies Act2013 read with companies (Corporate Social Responsi- bility Policy Rules 2014 the CSR Policy was formulated and adopted by the Board. The CSR policy outline the various programmes/ projects/ activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act 2013. |
|Whistle Blower Policy ||Pursuant to the provisions of Section 177 of the Companies Act 2013 company has formulated and adopted Vigil Mechanism/whistle Blower policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior actual or suspected fraud or violation of the code of conduct. |
|Policy on Material Related Party Transactions ||Pursuant to the requirements of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the company and its group companies and related parties. The Policy has been uploaded on the 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 30.05.2015 under SEBI (Prohibition of Insider Trading) Regulations 2015: |
| ||i. Code of practices and procedures for fair disclosure of unpublished price sensitive information. |
| ||ii. Code of conduct to regulate monitor and report trading by insiders. |
| ||The Code help to regulate trading in securities by the Directors and designated employees of the Company.The Code requires preclearance 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. |
|Preservation of Documents Policy ||Board of directors in their meeting held on10th November 2015 has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of 8 years as per the requirements of applicable laws. |
|Archival Policy ||Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has approved and adopted the Archival Policy in its Meeting on 10th November 2015.The Policy ensures protection maintenance and archival of 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 Diversity Policy as per the recommend- ations of the Nomination and Remuneration Committee. The policy envisages diversification of Company's Board in respectofageknowledgeexpe rience 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 Dr. (Mrs.) H.K Bal is a woman director of the Board. The Company Policy ofappointment and Remuneration includes 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/NPFLAPPOINTMENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since thelast financial year.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors held their meeting on 4th December 2015 withoutthe attendance of Non- Independent Directors and members of the Management.
All Independent Directors were present at the meetimd. All the meeting they: I.Reviewed the performance of non-Independent directors and the Board as a whole; ii.Reviewed the performance of the Chairperson of the Company taking into account the xiewsof Executive Directors and Non- Executive Directors; iii. Assessed the quality andtimeliness of the flow of information between the company's Management and the Board whichis necessary for the Board to effectively and reasonably perform their dulies.
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-Program-NPFL0001.pdf
NUMBER OF BOARD MEETINGS
During the year under review the Board of Directors met four times i.e. 30th May2015 05th August 2015 10th November 2015 and 10th February 2016 with a predefinedagenda circulated well in advance. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Your Company is engaged in the Manufacture of Bi-Axially Oriented Polypropylene Films(BOPP) for which sometimes the Company purchases DEPP Licenses from group company(s) whichare in the ordinary course of business at Arm's Length basis. The Company has not enteredinto any contract or arrangement with related parties as referred in Section 188(1) ofCompanies Act 2013. Thus the requirement for disclosure of particulars of contract /arrangement with related parties referred to in Section 188(1) is not applicable. Howeveras per Company's Policy all the transactions with Group companies are placed before theAudit Committee as well as Board for their information and approval.
We also wish to inform you that there are no material related party transactions madeby the Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCURRED 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 31st March 2016 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 COMPANIESACT2013
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
As per the provisions of section 135 of the Companies Act 2013 every company havingnet worth of rupees five hundred crore or more or turnover of Rs. one thousand crore ormore or a net profit of rupees five crore or more during any financial year is required tospend in every financial year at least 2% of the average net profits made during the threeimmediate preceding financial years on CSR activities. We would like to imform you that asper applicable provisions of Companies Act 2013 there is average net loss and accordinglyCSR provisions were not applicable during the year under review.
The disclosure relating to the CSR activities pursuant to section 134(3) of theCompanies Act 2013 read with Rule 9 of the Companies(Accounts) Rules 2014 and Companies(Corporate Social Responisibility) Rules 2014 is annexed hereto as "AnnexureI" and forms part of this Report.
As required under Section 177 of the Companies Act 2013 the Board of Directors havealready constituted Audit committee consisting of Sh. Suresh Kumar Singla as ChairmanProf K.S. Maini and Sh. Dinesh Gogna Directors as members. Mr. Atul Sud who was thesecretary of the Committee has resigned and his resignation has been accepted by Boardw.e.f. 12th August 2016. To fill the vacancy the Board in its meeting held on 12thAugust 2016 has appointed Mrs. Nidhi Khande as Company Secretary cum Compliance Officerw.e.f. 12th August 2016. 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 and Regulation 22 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 the Companyestablished a Vigil Mechanism process as an extension of Company's Code of Conduct wherebyany employee directors customers vendors etc. can report the genuine concerns orgrievances to the members of the Committee about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct so that appropriate action can be taken tosafeguard the interest of the Company. The Mechanism also provides for adequate safeguardsagainst victimization of persons who uses such mechanism. The mechanism provide directaccess to the chairperson of the Audit Committee in appropriate or exceptional cases. TheWhistle Blower Policy/Vigil Mechanism is also posted on Company's Website. The Company hasa dedicated e-mail address i.e. email@example.com for reporting the genuineconcerns.
The Audit Committee regularly review the working of the Mechanism. No complaint wasreceived during the year under review.
SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANY
The Company has only one associate company i.e. M/S. Nahar Capital and FinancialServices Limited during the year under the review. The Company does not have anysubsidiaries or joint venture company.
We are pleased to inform that the Credit Analysis and Research (CARE) vide their letterdated 11th April 2016 has assigned the credit rating "CARE A-" for long termdebt instruments/ facilities and "CARE A2+" for the short term debt instruments/facilities of the Company.
The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated 21.04.2011 andCircular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the CorporateGovernance" by allowing paperless compliances by the Companies Further as per theprovisions of companies act2013 read with companies (Management and Administration)Rules2014 the Company may send Financial Statements and other documents by Electronicmode to its members. Your Company has decided to join the MCA in its environmentalfriendly initiative. Accordingly Company propose 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 initiative of the Government in full measure shareholders arerequested to register/update their latest e-mail addresses with their DepositoryParticipant (D.P.) with whom they are having Demat A/c. or send the same to the Companyvia e-mail at:-firstname.lastname@example.org or gredressalnpfl@owmnahar .com. We solicit yourvaluable co-operation and support in our endeavor to contribute our bit to theenvironment.
To steamlline the provisions of the Listing Agreement and its better enforceability theSecurities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The said Regulations becameeffective from 1st December 2015. In compliance of the said Regulations the Company hasentered into Listing Agreement with the National Stock Exchange of India Ltd and TheB.S.E. Ltd on 10th February 2016
LISTING OF SECURITIES
The securities of the Company are listed on the following Stock Exchanges:
1. The B.S.E. Ltd. 25th Floor Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001
2. The National Stock Exchange of India Ltd. Exchange Plaza 5th Floor Plot No.C/1G-Block Bandra Kurla Complex Bandra (E) Mumbai- 400051 The company has paid listing feeto both the Stock Exchanges for the financial year 2016-2017.
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 31st March 2016 date 92.89% of the Share Capital has beendematerialized by the members of the Company.
Annual custodian fee for the financial year 2016-2017 has also been paid to theNational 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 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
Fax No. :(011)41540064
In case any query/complaint remains unresolved with our Registrar please write toCompany Secretary at the Registered Office of the Company.
The shareholder(s) who have not gone in for dematerialization of shares till date arerequested 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 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 alongwith proper explanations relating to material departures.
ii) that they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
iii) that they had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with provisions of this Act for safeguarding the assetsof the Company and for preventing and detecting any fraud and other irregularities.
iv) that they had prepared the Annual Accounts on a going concern basis.
v) that the Directors (in the case of a listed company) had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and are operating effectively; and
vi) that the directors had devised proper systems to ensure compliances with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
AUDITORS & AUDITOR'S INDEPENDENT REPORT STATUTORY AUDITORS
The members at the Annual General Meeting held on 30th September 2015 appointed M/S.Gupta Vigg & Co. Chartered Accountants (Registration No. 001393N) as StatutoryAuditors to hold the office till the conclusion of the 28th Annual General Meeting of theCompany. Their period of office will expire at the ensuing Annual General Meeting. Theyhave expressed their willingness for re-appointment as Auditors of the Company and hasgiven a written consent/certificate regarding eligibility for their reappointment asStatutory 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. TheBoard of Directors based on the recommendation of the Audit Committee has proposed theappointment of M/s. Gupta Vigg & Co. as the Statutory Auditors of the Company for aperiod of one year to hold the office from the conclusion of this Annual General Meetingtill the conclusion of next Annual General Meeting.
The Statutory Auditors have submitted Audit Report on Standalone as well asConsolidated Financial Statement of the Company for the Accounting year ended on 31stMarch 2016. The observations and comments given by Auditors in their Reports readtogether with the Notes to the Accounts are self explanatory and require no comment.
We would like to inform you that the Ministry of Corporate Affairs vide Notificationdated 31st 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 has appointed M/S. Khushwinder Kumar & Associates Cost Accountant as CostAuditors of the Company for financial year 2016-17 and has fixed the remuneration of Rs.45000/- for the audit of Cost Accounting records for the said financial year. The Boardpursuant to the provision of Section 148(3) of the Companies Act 2013 and Rules 14 of theCompanies (Audit and Auditors) Rules 2014 has recommended a resolution for theratification of the remuneration of the Cost Auditor by the shareholders at the ensuingAnnual General Meeting of the Company.
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 2015-16.M/s. P.S. Bathla & Associates Practising Company Secretaries have carried out thesecretarial Audit for the financial year ended March 31 2016 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 require 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 (ListingObligations and Disclosure Requirements) Regulations 2015 which came into effect from 1stDecember 2015. The Company is engaged in the manufacture of BOPP Films and has identifiedcertain risks which may affect the performance of the Company. These include operationalrisks such as fluctuation in the prices of the raw materials which include petrolfluctuation in foreign exchange rates Labour problems regulatory risks GovernmentPolicy etc. We are of the opinion that none of identified risk is such that which maythreaten the existence of the Company.
INTERNAL FINANCIAL CONTROL AND SYSTEMS
The Company has an adequate systems and Internal Financial Control to ensure that allthe assets of the company are safeguarded and protected. The Company's Internal FinancialControl Systems commensurate with the nature of its business and size of its operations.In order to further strength the Internal Control Systems and to automate the variousprocess of the business company is making use of Enterprise Resource Planning (ERP).Pursuant to the provisions of section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 the Company has also appointed an Internal Auditor for thefinancial year 2016-17. The Company is also having an Internal Audit Department to testthe adequacy and effectiveness of Internal Control Systems laid down by the management andto suggest improvement in the systems. Internal Audit Reports are discussed with themanagement and are reviewed by the Audit Committee of the Board. During the yearCompany's Internal Controls were tested and no reportable weakness in the system wasobserved.
Apart from this 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 Committee oversee the adequacy of InternalControl. The Audit Committee met four times during the financial year under review. TheCompany has also established a Vigil Mechanism as per Section 177(9) of Companies Act2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014.
During the year the company has not accepted any Public Deposit within the meaning ofsection 73of the Companies Act2013 and the rules made there under. There is nooutstanding/unclaimed deposit from the Public. However the information as required underRule 8 of the Companies (Accounts) Rules 2014 is given hereunder:-
(I) Deposits accepted during the year: Nil
(ii) Deposits remained unpaid or unclaimed as at the end of the year : Nil
(iii) Default in repayment of deposits and deposits which are not in compliance withthe requirements 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 2015-16 the Company has not received any complaintson sexual harassment and hence no compliant remains pending as of 31 March 2016.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 for the Financial year2015-16 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. Further During the year under review No employee of the Company wasin receipt of remuneration exceeding the limits as provided under Rule 5(2) of theCompanies (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 parts C of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached herewith as Annexure-VI and froms part ofthis report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Reportfor the year under review as stipulated under the Regulation 34(2)(e) Schedule V(B) of theSEBI (LODR) Regulations 2015 with the Stock Exchanges in India is enclosed as perannexure-VIII 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 2016 ||DIN:00463866 |
A. DETAILS PERTAINING TO REMUNERATION AS
REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
|Sr. No. ||Name of Director/KMP and Designation ||Remuneration of Director /KMP for financial year 2015-16 ||% increase in Remuneration in the Financial Year 2015-16 ||Ratio of remuneration of each Director/ to median remuneration of employees ||Comparison of the Remuneration of the KMP Against the Performance of the Company |
|1 ||Sh. J.L. Oswal Non-Executive Director ||30000 ||20 ||0.20 ||-- |
|2 ||Sh. Dinesh Oswal Non Executive Director ||30000 ||-14.29 ||0.20 ||-- |
|3. ||Sh. Kamal Oswal Non-Executive Director ||40000 ||14.29 ||0.27 ||-- |
|4. ||Sh. Dinesh Gogna Non-Executive Director ||40000 ||14.29 ||0.27 ||-- |
|5. ||Sh. S.K. Sharma Executive Director ||1993298.00* ||8.96 ||13.30 ||Profit before Tax increased to Rs. 17.57crores in the Financial Year |
| || || || || ||2015-16 from Rs. 7.59 Crores in the FY 2014-15 and After Tax it increased to Rs 11.65 crores in the financial year |
| || || || || ||2015-16 from 4.54 crores in 2014-15 |
|6. ||Mr. Komal Jain Non-Executive Director ||40000 ||14.29 ||0.27 || |
|7. ||Dr. (Mrs.) H.K. Bal Independent Director ||30000 ||-14.29 ||0.20 || |
|8. ||Dr. S.K. Singla Independent Director ||40000 ||14.29 ||0.27 || |
|9. ||Dr. Y.P. Sachdeva Independent Director ||40000 ||14.29 ||0.27 || |
|10. ||Prof. K.S. Maini Independent Director ||40000 ||14.29 ||0.27 || |
|11. ||Dr. A.S. Sohi Independent Director ||20000 ||-20 ||0.13 || |
|12 ||Dr. Vijay Asdhir Independent Director ||30000 ||-14.29 ||0.20 || |
|13 ||Mr. Rakesh Kumar Jain Chief Financial Officer ||760514 ||8.16 ||5.07 ||Profit before Tax increased to Rs. 17.57 crores in the Financial Year |
|14. ||Mr.Atul Sud Company Secretary ||359325 ||14.59 ||2.40 ||2015-16 from Rs.7.59 Crores in the FY 2014-15 and After Tax it increased to Rs.11.65 crores in the financial year |
| || || || || ||2015-16 from 4.54 crores in 2014-15 |
*Except Sh. S.K. Sharma who is executive Director of the Company all the otherdirectors are only paid the sitting fees for attending the Board Meeting.
ii) The median remuneration of employees of the company during the financial year wasRs. 149865/-
iii) In the financial year there was an increase of 12.31% in the median remunerationof employees;
iv) There were 176 permanent employees on the roles of company as on March 31 2016;
v) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e.2015-16 was 12.14% whereas theincrease in the managerial remuneration in the last financial year i.e. 2015-16 was 9.38%
vi) It is hereby affirmed that the remuneration paid is as per the Appointment andRemuneration Policy of the Company for Directors Key Managerial Personnel and otherEmployees.
B. DETAILS OF TOP TEN EMPLOYEES OF THE COMPANY IN TERMS OF SALARY DRAWN AS REQUIREDUNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNE RATION OF MANAGERIAL PERSONNEL)RULES 2014:
|Sr. No. ||Name & Designa tion ||Remune ration on received (Rs. in Lakhs) ||Nature of employme nt (contrac tual or otherwise) ||Qualifi cation on & Experi ence ||Date of commence ment of employment ||Age ||Last employme nt held ||% age of equity shares held ||Whether relative of any director or mana ger |
|1. ||Sh. Sanjay M Karandikar ||40.53 ||Regular ||B.E 31 Years ||04.03.2008 ||53 ||Uflex Ltd. U.P. ||N.A. ||No |
|2. ||Sh. Chandra Kanth Rao President Marketing ||18.80 ||Regular ||B.E Mech 26 Years ||18.12.2009 ||48 ||Cosmo Films Ltd. ||N.A. ||No |
|3. ||Sh. Chetan S Rohatgi V. P Production ||18.55 ||Regular ||B.Tech. 29 Years ||01.05.2012 ||51 ||Uflex Ltd. U.P. ||N.A. ||No |
|4. ||Sh. Surinder Singh V.P. Comm & Admin ||15.62 ||Regular ||B.Com C.A.Inter 33 Years ||16.03.2011 ||60 ||Oswal F.M Hammerle Textiles Ltd. ||N.A. ||No |
|5. ||Sh. Ashok Gupta Sr. Mgr Mechanical ||13.65 ||Regular ||B.E.Mech. 26 Years ||07.04.2011 ||53 ||Jindal Poly Films Ltd. ||N.A. ||No |
|6. ||Sh. Amit Kumar Verma Manager Mktg. ||11.37 ||Regular ||MBA Mktg. 11 Years ||15.12.2011 ||36 ||Uflex Ltd. U.P. ||N.A. ||No |
|7. ||Sh. Shailesh Singh Sr. Mgr Q.A Executive ||9.69 ||Regular ||MSC 28 Years ||04.02.2010 ||52 ||Uflex Ltd. U.P. ||N.A. ||No |
|8. ||Sh. Pramod Kumar Singh Mgr. Elect. ||7.95 ||Regular ||B.Tech. 9 Years ||07.12.2009 ||33 ||Uflex Ltd. U.P. ||N.A. ||No |
|9. ||Sh. Mujeeb R.Khan Dy.Mgr. Electrial ||7.94 ||Regular ||Bsc Dip.in Elect. 17 Years ||15.09.2009 ||56 ||Voltas Ltd. ||N.A. ||No |
|10. ||Sh. Kaushal Agrawal Mgr.Metllizer ||7.91 ||Regular ||MBA Dip.in Mech. 18 Years . ||12.01.2010 ||40 ||M.G.M.Met Metallizer Ltd. ||N.A. ||No |
|FOR AND ON BEHALF OF THE BOARD |
|PLACE: LUDHIANA ||JAWAHAR LAL OSWAL |
|DATED: 12th August 2016 ||(Chairman) |
| ||DIN: 00463866 |
ANNEXURE-V PARTICULARS OF CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNING AND OUTGO PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READWITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014
A. CONSERVATION OF ENERGY
(i) Measures taken for conservation of energy:
The growth of the industry and its rapid industrialization is putting tremendouspressure on the available energy resources. As such the need of the hour is to conserveenergy and maximize output. Energy conservation is an ongoing process in our organizationand the Company has taken following steps for the same:
1. The factory building has been designed to make use of natural lighting for the daytime operation which will save energy.
2. The company has imported state of the art manufacturing facility from Bruckner ofGermany. These machines consumes low energy and will save considerably in terms ofelectricity consumption.
3. All the drives for main equipments of the plant are direct drives without gear boxeswhich reduces the power transmission losses.
4. The Company has started using PET coke thermic fluid heater which will reduce theenergy cost as compared to present furnace oil thermic fluid heater. Besides this theCompany has also used Char Coal -PetCokeFurnaceOilLimePowder Hydrauted 80% Lime Stone- 25 To 40MM Paddy Husk Pet Coke Ultra Low Sulphur diesel as fuel as per detail givenbelow:
|ITEM ||QTY ||AMOUNT |
|CHAR COAL - PET COKE ||1970.00 ||39400 |
|FURNACE OIL ||0.89 ||23362 |
|LIME POWDER - || || |
|HYDRAUTED80% ||10500.00 ||49875 |
|LIME STONE -25 || || |
|TO 40MM ||38700 ||103102 |
|PADDY HUSK ||3990.00 ||8978 |
|PET COKE ||1226.11 ||9203224 |
|ULTRA LOW || || |
|SULPHUR DIESEL ||1220.00 ||63773 |
(ii) The steps taken by the Company for utilising alternate source of energy
The company may take appropriate measures after evaluating the green/solar sources ofenergy as may be possible in the unit.
iii) The Capital Investment on energy conservation equitments
No Capital Investment was made during the year 2015-2016.
B. TECHNOLOGY ABSORPTION
The Company continues to make efforts for technology Absorption in its unit. Theefforts made by the Company are summarized as under:
Efforts made towards Technology Absorption
The company has imported the latest ultra modern machinery from Bruckner Germany. Itis expected that with the latest technology company will be able to produce qualityproducts at lowest cost of production.
Benefits derived as result of above efforts:
With the above measures company enjoying the benefit of improved quality productivity& saving in manufacturing cost.
Information regarding Technology imported during the last three years:
|Detail of Technology imported ||: ||NIL |
|Year of import ||: ||NA |
|Whether the technology has been || || |
|fully absorbed: ||: ||NA |
|If not fully absorbed areas where || || |
|absorption has not taken place || || |
|and the reasons thereof ||: ||NA |
| Expenditure on R & D || || |
|Capital(Rs.) ||: ||NIL |
|Recurring (Rs.) ||: ||NIL |
|Total(Rs.) ||: ||NIL |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(I) Activities relating to Exports initiative taken to increase ex ports Developmentof New Export Market for products and export plans. During the financial year 2015-2016the Company was able to retain its old customers. At present the Company is exporting itsproducts to Nigeria United Kingdom United Arab Emirates Bangladesh Turkey OmanTanzania Nepal Slovak Republic etc.
| ||Current Year ||Previous Year |
| ||2015-16 ||2014-15 |
|(II) Total Foreign Exchange used and earned :- || || |
|a) Foreign Exchange outgo (Rs.) ||107408766.00 ||138338510.00 |
|b) Foreign Exchange earned (Rs.) ||66523466.00 ||414116258.00 |
| ||FOR AND ON BEHALF OF THE BOARD |
|PLACE : LUDHIANA ||JAWAHAR LAL OSWAL |
|DATED : 12TH AUGUST2016 ||(Chairman) |
| ||DIN: 00463866 |