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Nahar Polyfilms Ltd.

BSE: 523391 Sector: Industrials
NSE: NAHARPOLY ISIN Code: INE308A01027
BSE 00:00 | 26 Sep 339.45 -9.15
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NSE 00:00 | 26 Sep 339.00 -9.75
(-2.80%)
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OPEN 347.00
PREVIOUS CLOSE 348.60
VOLUME 1215
52-Week high 601.00
52-Week low 213.00
P/E 8.62
Mkt Cap.(Rs cr) 834
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 347.00
CLOSE 348.60
VOLUME 1215
52-Week high 601.00
52-Week low 213.00
P/E 8.62
Mkt Cap.(Rs cr) 834
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nahar Polyfilms Ltd. (NAHARPOLY) - Director Report

Company director report

Dear Members

The directors are pleased to present the Company's Thirty-Third Annual Report on theaffairs of the Company along with the audited financial statements for the financial yearended 31 March 2021.

FINANCIAL PERFORMANCE

Your Company's Financial Performance during the year is summarized below:

(Rs. In Lakhs)

STANDALONE

CONSOLIDATED

PARTICULARS CURRENT YEAR PREVIOUS YEAR CURRENT YEAR PREVIOUS YEAR
Total Income 30861.28 28210.45 30828.22 28111.28
Less: Total Expenses 24008.43 23756.83 24008.43 23756.83
Profit Before Tax 6852.85 4453.62 6819.79 4354.45
Less: Current Tax 1639.69 1001.44 1639.69 1001.44
Deferred Tax 69.53 162.52 69.53 162.52
Net Profit from continuing operations 5143.63 3289.66 6261.43** 3727.58**
Add: Other comprehensive Income/(Loss) 5596.37 (5041.23) 7449.34 (10251.43)
Profit/(Loss) for the period 10740.00 (1751.57) 13710.77 (6523.85)

*Consolidated profit for the year includes Share of profit fromAssociates under equity method for the amount of Rs. 1150.86Lakhs in Current Year and Rs.537.09 Lakhs in the Previous Year.

INDIAN ACCOUNTING STANDARD

The Company has adopted Indian Accounting Standards (Ind AS) and the financialstatements have been prepared as per the Indian Companies Accounting Standard Rules 2015as amended as prescribed under section 133 of the Companies Act 2013 read with relevantRules issued thereunder and the other Accounting Principles generally accepted in India.

OPERATIONAL REVIEW AND STATE OF AFFAIRS

The disclosure requirements as per Indian Accounting Standard (IndAS 108) issued by theInstitute of Chartered Accountants of India New Delhi are not applicable to the Companyas the main business activities of Company falls under single segment i.e. BOPP Films.

We wish to inform that the Company is having an ultra-modern BOPP Film Plant with acapacity of 30000 TPA in the state of Madhya Pradesh and is selling its products indomestic as well as export markets. The company is known for delivering quality product& services in international market. The company is enhancing its existing capacity byadding 2nd line of BOPP film with a capacity of 30000 TPA thus having a total capacity of60000 TPA. The new capacity is expected to start by December 2021/January 2022.

Further pursuant to the requirement of section 129(3) of the Companies Act 2013 theCompany has also consolidated the Financial Statements for the year ended 31 March 2021in respect of its Associate Company i.e. M/s Nahar Capital and Financial Services Limited.We would like to aprise you regarding the financial performance of the Company onStandalone as well as consolidated basis as under:

STANDALONE-FINANCIAL PERFORMANCE

We are pleased to inform you that during the year under review on standalone basis theCompany has achieved a total income of Rs. 30861.28 Lakhs as against Rs. 28210.45 Lakhsshowing an increase of 9.40% over the previous year. The Company earned a Profit BeforeTax of Rs. 6852.85 Lakhs as against Rs. 4453.62 Lakhs in the previous year showing animpressive increase of 53.87% over the previous year. After providing provision fortaxation (including deferred tax) of Rs.1709.22 Lakhs it earned Net Profit of Rs. 5143.63Lakhs in the current year as against Rs. 3289.66 Lakhs in the previous year showing animpressive increase of 56.36% over the period of previous year.

CONSOLIDATED- FINANCIAL PERFORMANCE

We are pleased to inform you that during the year under review on consolidated basisthe Company earned total income of Rs. 30828.22 Lakhs against Rs. 28111.28 Lakhs in theprevious year. It earned a Profit Before Tax of Rs. 6819.79 Lakhs as against Rs. 4354.45Lakhs in the previous year. After providing provision for taxation (including deferredtax) of Rs. 1709.22 Lakhs it earned Net Profit (including Share of Profit fromAssociates) of Rs. 6261.43 Lakhs as against Rs. 3727.58 Lakhs in the previous year.

IMPACT OF COVID-19 ON BUSINESS

We would like to share with you the prevailing COVID-19 situation. The second wave ofCovid-19 a Global pandemic in April-May 2021 again impacted the economic activities.However the Government efforts to vaccinate its citizens in a big way has resultedreduction in the Covid cases.

The Company has also made assessment of its liquidity position and the recoverabilityand carrying value of its assets. The Company has considered internal and external sourcesof information for making said assessment. On the basis of said assessment the Companyexpects to recover the carrying amount of these assets and no material adjustments arerequired in the financial statements. Given the uncertainties associated with naturecondition and duration of COVID-19 the Company will closely monitor any material changesarising out of the future economic conditions and its impact on the business of theCompany.

TRANSFER TO RESERVE

The Company has transferred an amount of Rs. 4500 lakhs to the General Reserve duringthe year under review and thus Company's General Reserve stands Rs. 14660.18 lakhs as on31 March 2021.

DIVIDEND

The Board in its meeting held on 31 May 2021 has recommended dividend of Rs. 1.50/-per Equity Share of 5/- each on the paid up equity share capital of the Company for thefinancial year ended 31 March 2021.The proposal is subject to the approval of theShareholders at the forthcoming Annual General Meeting to be held on 29 September 2021.The total dividend declared for the year ended 31 March 2021 is Rs. 368.82 Lakhs.

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 appear in theRegister of Members on 17 September 2021 or Register of Beneficial Owners maintained bythe Depositories as at the close of 17 September 2021.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 read withInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 all dividends which remain unpaid / unclaimed for the period of sevenconsecutive years shall be transferred by the Company to the Investor Education andProtection Fund (IEPF) established by Central Government of India. Accordingly theCompany has transferred all the unpaid dividend amounts to the Investor Education andProtection Fund upto the year 2011-12.

Further there are no unpaid/unclaimed dividends for the year 2013-14 as the Companydid not declare dividend for the year 2013-14. Therefore pursuant to section 124(5) ofthe Companies Act 2013no unpaid / unclaimed amount of dividend is required to betransferred this year to Investor Education and Protection Fund.

Further as per the provisions of Section 124(6) of the Companies Act 2013 read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 as amended from time to time the shares on which dividend has beenunpaid /unclaimed by the Shareholders for seven consecutive years or more are required tobe transferred to the Demat account of the IEPF Authority. Accordingly in compliance ofthe provisions of the Act the Company had transferred shares upto the year 2011-12 forwhich dividends were unpaid/ unclaimed for seven consecutive years. The details of theShareholders whose shares have been transferred to the Demat account of IEPF Authority arealso available on Company's website http://www.owmnahar.com/nahar_polyfilm/Transfer-of-Equity-Shares-to-IEPF.php the same can be accessed through thelink: www.iepf.gov.in.

The Shareholders whose dividend / shares have been transferred to IEPF can reclaimtheir subjected dividend / shares by making an application to the IEPF Authority inweb-form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. The concernedmembers/investors are advised to visit the weblink : http://iepf.gov.in/IEPF/refund.htmlfor refund of shares and / or dividend from the IEPF authority.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board under Section149(7) of the Companies Act 2013 that they fulfill all the requirements as stipulated inSection 149(6) of the Companies Act 2013 and Regulation 25 of the Listing Regulations.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

APPOINTMENT/RETIREMENT OF DIRECTORS

Pursuant to provisions of section 152(6) of the Companies Act 2013 and Article 117 ofArticle of Association of the Company Mr. Jawahar Lal Oswal (DIN: 00463866) and Mr.Dinesh Oswal (DIN: 00607290) will be retiring by rotation at the ensuing Annual GeneralMeeting and being eligible offers themselves for re-appointment. The Board recommendstheir re-appointment to the members of the Company at the ensuing Annual General Meeting.

Mr. Komal Jain (DIN: 00399948) resigned from the Directorship of the Board of theCompany effective from 26 June 2020. Mr. Sambhav Oswal (DIN: 07619112) has been appointedas Executive Director of the Company effective from 1st July 2020 for a period of fiveyears as approved by shareholders vide their special resolution dated 29 September 2020.

Further as per Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018 nolisted entity shall appoint a person or continue directorship of any person as anon-executive director who has attained the age of seventy five years unless a SpecialResolution is passed to that effect. We would like to inform you that Dr. Amrik Singh Sohi(DIN: 03575022) and Dr. Vijay Asdhir (DIN: 06671174) who are Independent Directors of theCompany will attain the age of seventy five years on 1st August 2022 and 27 July 2022respectively. Accordingly in compliance of Regulation 17 (1A) of SEBI (LODR) (Amendment)Regulations 2018 Company has proposed the Special Resolutions in the accompanying Noticeof 33rd Annual General Meeting for shareholders' approval so that they can continue to beDirectors of the Company even after the age of seventy five years.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Sambhav Oswal(Executive Director) Mr. Satish Kumar Sharma (Executive Director) Mr. Rakesh Kumar Jain(Chief Financial Officer) and Ms. Bhoomika (Company Secretary) are Key ManagerialPersonnel (hereinafter referred as KMP) of the Company for the Financial Year ended 31March 2021.

Ms. Bhoomika resigned as a Company Secretary & Compliance Officer of the Companyand her resignation was accepted by the Board of Directors in their meeting held on 31May 2021. Further Ms. Disha Jindal having membership no. A65058 of The Institute ofCompany Secretaries of India was appointed as Company Secretary & Compliance Officerof the Company effective from 31 May 2021.

BOARD EVALUATION

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 criteria/frameworklaid down by the Nomination and Remuneration Committee of the Company and adopted by theBoard. The evaluation was carried out through a structured evaluation process to evaluatethe performance of individual directors including the Chairman of the Board. They wereevaluated on parameters such as their education knowledge experience expertise skillsbehavior leadership qualities level of engagement and contribution independence ofjudgment decision making ability for safeguarding the interest of the Companystakeholders and its shareholders. The performance evaluation of the Independent Directorswas carried out by the entire Board. The performance evaluation of the Chairman and theNon Independent Directors was carried out by the Independent Directors. The outcome ofBoard evaluation for Financial Year 2020-21 was discussed by the Nomination andRemuneration Committee and the Board at their meeting held on 31 May 2021.

The Board was satisfied with the evaluation process and approved the evaluation resultsthereof.

CORPORATE POLICIES

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure 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 Managerial 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) as amended the CSR Committee formulated the CSR Policy which was adopted by the Board. The Company's 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 relating to promoting education healthcare environmenthunger poverty etc.
Vigil Mechanism / 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 for determining the Material Related Party Transactions and dealing with the related party transactions Pursuant to the requirements of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the Company and its group companies and related parties. The Policy has been uploaded on the Company's website and can be accessed at http://www.owmnahar.
Insider Trading Policy com/nahar_polyfilm/pdf/RPT- NAHAR-POLY.pdf 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 May 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 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. The policy has been uploaded on Company's website and can be accessed at http://www.owmnahar.com/ nahar_polyfilm/pdf/code-of-fair- disclosure.pdf
Policy for Preservation of Documents 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 and Disclosure Requirements) Regulations 2015 the Board has approved and adopted the Archival Policy in its Meeting on 10 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 3 February 2015 has approved and adopted the Board Diversity Policy as per the recommendations of the Nomination and Remuneration Committee. The policy envisages of diversification of Company's Board in respect of age knowledge experience and expertise.
Code of Fair Disclosures Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015 the Board of Directors in their meeting held on 11 February 2019 has approved and adopted the amended Code of Practices and Procedure for Fair Disclosures of Unpublished Price Sensitive Information including the Policy for Legitimate purposes.
Code of Conduct to regulate monitor and report trading by Designated Pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations 2015 the Board of Directors in their meeting held on 11 February
Persons and its immediate relatives 2019 has approved and adopted the Code of Conduct to regulate monitor and report trading by Designated Persons and its immediate relatives of designated persons.
Dividend Distribution Policy The Board of Directors in their Meeting held on 31st May 2021 has approved and adopted the Dividend Distribution Policy on voluntary basis as per Regulation 43A of the Listing Regulations as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations 2021. The policy facilitates payment of dividend to the shareholders and set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The policy has been uploaded on Company's website and can be accessed at http://www.owmnahar. com/nahar_polyfilm/pdf/dividend_d istribution_policy.pdf

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 to meet independence of Directors. During the year 2020-21 the Company's Boardconsists of twelve directors. Mr. Jawahar Lal Oswal is Non-Executive Chairman. Mr. SatishKumar Sharma and Mr. Sambhav Oswal are Executive Directors. There are four Non-ExecutiveDirectors and six Independent Directors out of which Dr. Manisha Gupta is an IndependentWoman Director on the Board.

The Company's Policy of appointment and Remuneration includes criteria for determiningQualification Positive Attributes Independence of Directors and others matters asrequired under sub section (3) of Section 178 of the Companies Act 2013. The Policy alsolaid down the criteria for determining the remuneration of Directors Key ManagerialPersonnel and other employees. The Appointment and Remuneration Policy of the Company isavailable on the Company's website and can be accessed at http://www.owmnahar.com/nahar_polyfilm/pdf/NPFLAPPOINTMENTANDRE MUNERATIONPOLICY.pdf. There has been no change inthe policy since the last financial year. We affirm that the remuneration paid to theDirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors held their meeting on 9th November 2020 withoutthe attendance of Non Independent Directors and members of the management. All IndependentDirectors were present at the meeting and 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 theviews of Executive Directors and Non Executive Directors;

iii. Assessed the quality and timeliness of the flow of information between theCompany's management and the Board which is necessary for the Board to effectively andreasonably 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 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 to familiarize with Company'sprocedure and practices. Further to update them on the regular basis the Companyprovides copies of all amendments in Corporate Laws Corporate Governance Rules and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.They were also informedregarding the recent amendments in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 SEBI various regulations and recent amendments in the Companies Act2013.The details of Company's Policy on Familiarizations Programs for IndependentDirectors are posted on the website of the Company and can be assessed athttp://www.owmnahar.com/nahar_polyfilm/pdf/Fam iliarization_Program.pdf

Besides one interactive session was conducted during the year by Mr. P. S. BathlaPracticing Company Secretary ('the Secretarial Auditor of the Company') on the topic ofrecent amendments in the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

BOARD MEETINGS

During the year under review the Board of Directors met four times on 26 June 202012 August 2020 10 November 2020 and 3 February 2021 with a predefined agendacirculated well in advance. The intervening gap between the Meetings was as per the periodprescribed under the Companies Act 2013.

RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacturing of Bi-Axially Oriented Polypropylene(BOPP) Films for which sometimes the Company purchases DEPP Licenses from groupCompany(s) which are in the ordinary course of business at Arm's Length Basis and are incompliance with the applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel etc. which may have potential conflict of interest with theCompany at large or which warrants the approval of the shareholders. Accordingly notransactions are being reported in Form AOC-2 in terms of Section 134 of the CompaniesAct 2013 read with the Rule 8 of the Companies (Accounts) Rules 2014.However thetransactions entered into with the group Companies during the year under review has beengiven as Notes to the financial statements in accordance with the Accounting Standards.

The Company has not entered into any contract or arrangement with the related partiesas referred in Section 188(1) of the Companies Act 2013. Thus the requirement fordisclosure of particulars of contracts or arrangement with related parties referred to inSection 188(1) is not applicable. However as per Company's policy all the transactionswith group Companies are placed before the Audit Committee as well as the Board for theirinformation and approval.

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

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.

SHARE CAPITAL

The Paid up equity share capital of the Company as on 31 March 2021 is Rs. 1229.40Lakhs. During the year under review the Company has neither issued shares withdifferential voting rights as to dividend voting or otherwise nor granted stock optionsor 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 to the Financial Statements providedin the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As reported in the last report the Company adopted

CSR Policy and decided to undertake CSR activity in collaboration with group Companiesunder one umbrella i.e. through Oswal Foundation which is a Registered Society formed in2006 having its charitable objects in various fields. The detail of the CSR policy isavailable on the Company's website i.e. www.owmnahar.com.

The disclosure in respect of the existing CSR activities pursuant to section 134(3) ofthe Companies Act 2013 read with Rule 9 of the Companies(Accounts) Rules 2014 andCompanies (Corporate Social Responsibility) Rules 2014 is annexed hereto as "AnnexureI" and forms part of this Report.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act 2013 the Board of Directors havealready constituted Audit committee consisting of Dr. Suresh Kumar Singla as ChairmanDr.Yash Paul Sachdeva and Mr. Dinesh Gogna as members. Ms. Bhoomika was the Secretary ofthe committee during the financial year 2020-21.The committee held four meetings duringthe year under review.

VIGIL MECHANISM

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 and can be accessed athttp://www.owmnahar. com/nahar_polyfilm/pdf/Whistle_Blower_Policy.pdf The Company has adedicated e-mail address i.e. whistleblowernpfl@owmnahar.com for reporting the genuineconcerns.

The Audit Committee regularly reviews the working of the Mechanism. No complaint wasreceived during the year under review.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANY

The Company does not have any Subsidiary or joint venture Company. The Company has onlyone associate Company i.e. M/s Nahar Capital and Financial Services Limited. No Companyhas become or ceased to be the Associate Company of the Company during the year under thereview.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has One Associate Company viz. M/s Nahar Capital and Financial ServicesLimited as defined under the Companies Act 2013. Pursuant to the requirements of Section129(3) of the Companies Act 2013 the Company has consolidated the financial statementsin respect of above said Associate Company for the financial year ended 31st March 2021.

Further a report on the performance and financial position of the Associate Company asper the Companies Act 2013 in the Form AOC-1 is annexed to the Financial Statements forthe year ended 31st March 2021 as an Annexure.

CREDIT RATING

We are pleased to inform that the Credit Analysis and Research (CARE) vide their letterdated 21 December 2020 has re-affirmed the credit rating "CARE A-" for longterm bank facilities and "CARE A2+" for the short term bank facilities of theCompany. The rating "CARE A-" indicates stable and rating "CARE A2+"indicates strong degree of safety regarding timely payment of the financial obligations.

GREEN INITIATIVE

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. Your Company hasdecided to join the MCA in its environmental friendly initiative.

Accordingly henceforth Company propose to send documents such as Notice of the GeneralMeetings Annual Report and other communication to its shareholders via electronic mode tothe registered e- mail addresses of shareholders. To support this green initiative of theGovernment in full measure shareholders are requested to register/update their lateste-mail addresses with their Depository Participant (D.P.) with whom they are having DematA/c. or send the same to the Company via e-mail at:-secnel@owmnahar.com orgredressalnpfl@owm nahar.com. 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 BSE 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 year2021-22.

DEMATERIALIZATION OF SECURITIES

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 31stMarch 2021 96.31% of the total Equity Share Capital has been de-materialized. Theshareholder(s) who has not dematerialized their shares till date are requested to opt fordematerialization of the shares at the earliest.

Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27th December2002 your Company has appointed M/s Alankit Assignments Ltd. as Registrar for ShareTransfer and Electronic connectivity. Accordingly all the shareholders Investors Membersof the Stock Exchanges Depository Participants and all other concerned are requested tosend 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 Limited) "Alankit House" 4E/2 Jhandewalan ExtensionNew Delhi-110055 Telephone No: 011-23541234 Fax No.: 011-23552001 E-mail ID:rta@alankit.com

SEBI vide its Gazetted notification dated June 08 2018 amended the Regulation 40 (1)(b) of SEBI (LODR) Regulations 2015 whereby it has been provided that except in case oftransmission or transposition of securities requests for effecting transfer of securitiesshall not be processed unless the securities are held in dematerialized form with theDepository.

Hence members are hereby informed that requests for effecting transfer of securitiesshall not be processed unless securities are held in demat Form with Depository. Henceall members who are holding equity shares in physical form are requested to go in fordematerialization of securities at the earliest.

In case any query/complaint remains unresolved with our Registrar please write toCompany Secretary at Email ID: secnel@owmnahar.com or at the Registered Office of theCompany.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the financial statements for theyear under review confirm in their entirety to the requirements of the Companies Act2013.

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 if any;

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 the period;

iii) that they have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting any fraud andother irregularities;

iv) that the Annual Accounts have been prepared on a going concern basis;

v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; 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 AND AUDITOR'S INDEPENDENT REPORT

STATUTORY AUDITORS

We wish to inform you that M/s YAPL & Co Chartered Accountants Firm RegistrationNo (017800N) were appointed as Statutory Auditor of the Company by the Members for aterm of five years starting from the conclusion of the 29 Annual General Meeting till theconclusion of the 34th Annual General Meeting of the Company in the calendar year 2022. Asper the proviso of section 139(1) of the Companies Act 2013 the matter relating toappointment of the Auditors was to be ratified by the Members at the every Annual GeneralMeeting of the Company. The Ministry of Corporate Affairs vide its notification dated 07May 2018 has omitted the first proviso of section 139 of the principal Act in subsection (1). Accordingly the Board has not proposed any resolution for the ratification ofAppointment of Auditors by the shareholders.

AUDIT REPORT

The Statutory Auditors have submitted the Audit Report on the Standalone as well asConsolidated Accounts of the Company for the Accounting year ended on 31 March 2021. Theobservations and comments given by Auditors in their Report read together with the Notesto the Financial Statements are self explanatory and require no comments.

COST AUDITORS

We would like to inform you that the Ministry of Corporate Affairs vide itsNotification dated 31 December 2014 amended Companies (Cost Records and Audit) Rules2014 pursuant to which the Company's business activities has been included within thepurview of Cost Audit requirement. Accordingly the Board of Directors on therecommendation of Audit Committee appointed M/s Khushwinder Kumar & Associates CostAccountant as Cost Auditors of the Company for financial year 2021-22 and has fixed aremuneration of Rs. 45000/- subject to the ratification of the members as per theprovision of Section 148(3) of the Companies Act 2013 and Rules 14 of the Companies(Audit and Auditors) Rules 2014 A resolution for the ratification of the remuneration ofthe Cost Auditor by the shareholders at the ensuing Annual General Meeting is beingproposed for your approval.

SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act 2013 read with rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed M/s. P.S. Bathla & Associates Practicing Company Secretaryhaving Certificate of Practice No. 2585 to conduct Secretarial Audit of the Company forthe financial year 2021-22.

M/s. P.S. Bathla & Associates Practicing Company Secretary have carried out thesecretarial Audit for the financial year ended 31 March 2021 and their Secretarial AuditReport in form MR-3 is annexed herewith as 'Annexure II' and form part of thisreport.

The Report is self explanatory and requires no comments.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identify evaluatemanage and monitor all types of risks which are associated with the business of theCompany. The Board as well as Audit Committee regularly overseas the risk managementprocess in the Company as required under section 134(3)(n) of the Companies Act 2013 andSEBI (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 the facilitation of speedy and accurate compilation of financial statements.The Company's Internal Financial Control System is designed to ensure operationalefficiency protection and conservation of resources accuracy and promptness in financialreporting and compliances with procedures laws and regulations. The Company's InternalControl System commensurate with the nature of its business and size of its operations.

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 Financial Control systemcommensurate with the nature of its business and the size of its operations. In order tofurther strengthen the Internal control system and to automate the various processes ofthe business the Company is making use of Enterprise Resource Planning (ERP).

Pursuant to the provisions of section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Company has appointed M/s Piyush Singla &Associates a firm of Chartered Accountants as Internal Auditor of the Company for thefinancial year 2021-22. 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.

Apart from the above an Audit Committee consisting of three non-executive directorshas been constituted. All the significant audit observation and follow up action thereonare taken care of by the Audit Committee. The Committee oversees the adequacy of InternalControl. The Audit Committee met four times during the financial year 2020-21. The Companyhas also established a Vigil Mechanism as per Section 177(9) of Companies Act 2013 readwith Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any Public Deposits withinthe meaning of section 73 of the Companies Act 2013 and the rules framed thereunder.There is no outstanding/unclaimed deposit from the Public. However the information asrequired under Rule 8 of the Companies (Accounts) Rules 2014 is given hereunder:-

I. Deposits accepted during the year: Nil

II. Deposits remained unpaid or unclaimed as at the end of the year: Nil

III. Default in repayment of deposits and deposits which are not in compliance with 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 2020-21 the Company has not received any complaints onsexual harassment and hence no compliant remains pending as on 31st March 2021.

ANNUAL RETURN

The Annual Return of the Company pursuant to the provisions of Section 92 for thefinancial year 2020-21 in the Form MGT-7 has been uploaded on Company's website athttp://www.owmnahar.com/ nahar_polyfilm/pdf/Annual_Return_2020-21.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the CompaniesAct 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 III"and form part 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 ExecutiveDirectors are also given in "Annexure III" and form part of this report.

During the year under review Mr. Sambhav Oswal Executive Director of the Company hasbeen paid a remuneration of Rs. 22548967/- (Rupees Two Crores Twenty Five Lacs FortyEight Thousand Nine Hundred Sixty Seven only) inclusive of commission. The commissionamounting to Rs. 11729613/- (One Crore Seventeen Lacs Twenty Nine Thousand Six HundredThirteen only) pertaining to year 2020-21 has been paid. Mr. Sambhav Oswal is 28 years ofage. He has done his graduation in Business Adiministration from University of SouthernCalifornia USA. Before joining the Company he was employed with Nahar Spinning MillsLimited. He has business experience of more than 6 years in the areas of MarketingExports Finance and Corporate Affairs. He is appointed as a Executive Director for theperiod of 5 years w.e.f. 1 July 2020 to 30 June 2025. His shareholding in the Company is1000 equity shares of Rs.5/- each. He is related to Mr. Jawahar Lal Oswal Chairman Mr.Dinesh Oswal Director and Mr. Kamal Oswal Director of the Company.

No other employee of the Company was in receipt of remuneration exceeding the limits asprovided under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 per'Annexure IV' and forms part of this report.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. 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 V' and formspart of this 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 Obligations and Disclosure Requirements)Regulations 2015 is enclosed as per 'Annexure VI' and forms the part of thisReport.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent resultswere achieved with the whole hearted co-operation of employees at all levels.

ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude and appreciation to all workersstaff members and executives for their contribution to the operations of the Company. Thedirectors also thank the Bankers Financial Institutions for their continued support. TheDirectors appreciate and value the contribution made by every member in the Company.

FOR AND ON BEHALF OF THE BOARD
PLACE: LUDHIANA JAWAHAR LAL OSWAL (CHAIRMAN)
DATED: 2 August 2021 (DIN: 00463866)

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