The directors are pleased to present the company's Thirty-SecondAnnual Report on the affairs of the Company along with the audited financialstatements for the financial year ended 31 March 2020.
FINANCIAL PERFORMANCE (STANDALONE AND CONSOLIDATED)
Your Company's Financial Performance during the year is summarizedbelow:
(Rs. In Lakhs)
| ||STANDALONE ||CONSOLIDATED |
|PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR ||CURRENT YEAR ||PREVIOUS YEAR |
|Total Income ||28210.45 ||26810.31 ||28111.28 ||26711.14 |
|Less: Total Expenses ||23756.83 ||25518.04 ||23756.83 ||25518.04 |
|Profit Before Tax ||4453.62 ||1292.27 ||4354.45 ||1193.10 |
|Less: Current Tax ||1001.44 ||240.55 ||1001.44 ||240.55 |
|Deferred Tax ||162.52 ||141.00 ||162.52 ||141.00 |
|Net Profit from continuing operations ||3289.66 ||910.72 ||3727.58* ||1222.78* |
|Add: Other comprehensive Income/(Loss) ||(5041.23) ||(465.85) ||(10251.43) ||(1008.35) |
|Profit/(Loss) for the period ||(1751.57) ||444.87 ||(6523.85) ||214.43 |
*Consolidated profit for the year includes Share of profit fromAssociates under equity method for the amount of Rs. 537.09 Lakhs in Current Year and Rs.411.23 Lakhs in the Previous Year.
IMAPACT OF COVID-19 ON BUSINESS
The outbreak of Corona virus disease (COVID-19) a Global Pandemic hassignificantly impacted the Social and Economic activity. The Indian Government declared acomplete lockdown from 23 March 2020 to 31 May 2020 to combat the spread andtransmission of virus and in compliance with the lockdown instructions issued by theCentre and State governments the company temporarily suspended operations. However beinggoods of essential sector and is being allowed the company resumed its operations in thelockdown. The company has considered the possible effects that may result from theCOVID-19 pandemic on the company's operations capital and financial resourcesprofitability liquidity ability to service debt and other financial arrangementsassets internal financial reporting and controls supply chain and demand for itsproducts etc. The COVID-19 has not significantly impacted the normal business operations.The carrying amount of 'Assets' will be recovered and sufficient liquidity would beavailable. Further The Company will continue to monitor current and future conditions andimpact thereof on Company's operation.
INDIAN ACCOUNTING STANDARD
The Company has adopted Indian Accounting Standards (Ind AS) from 1April 2017 (transition date being 1 April 2016). Accordingly the financial statementshave been prepared as per the Indian Accounting Standard Rules 2015 as prescribed undersection 133 of the Companies Act 2013 read with relevant Rules issued thereunder and theother accounting principles generally accepted in India.
For the financial year 2019-20 the financials of the company have beenprepared as per Indian Accounting Standards (Ind AS).
OPERATIONAL REVIEW AND STATE OF AFFAIRS
The disclosure requirements as per Indian Accounting Standard (IndAS108) issued by the Institute of Chartered Accountants of India New Delhi are notapplicable to the Company as the main business activities of Company falls under singlesegment i.e. BOPP Films.
We wish to inform that the Company is having an ultra modern BOPP FilmPlant with a capacity of 30000 TPA in the state of Madhya Pradesh and is selling itsproducts in domestic as well as export markets. The Company has established its brand inthe market. We are pleased to inform that the company has decided to go for expansion ofit's BOPP Plant. The order for machineries has been placed and construction work of theplant is in full string. The machinery will start arriving from February 2021 onwards. Itis expected that with this addition company will be able to produce more quality productsat low cost of production.
Further pursuant to the requirement of section 129(3) of the CompaniesAct 2013 the Company has also Consolidated the Financial Statements for the year ended31 March 2020 in respect of its Associate Company i.e. M/s Nahar Capital and
Financial Services Limited. We would like to appraise you regarding thefinancial performance of the company on Standalone as well as Consolidated basis as under:
We are pleased to inform you that during the year under review onstandalone basis the Company has achieved a Total Income of Rs. 28210.45 Lakhs as againstRs. 26810.31 Lakhs showing a marginal increase of 5.22% over the previous year. Thecompany earned a Profit before tax of Rs. 4453.62 Lakhs as against Rs. 1292.27 Lakhs inthe previous year which is 244.64% more than the previous year. After providing provisionfor taxation (including deferred tax) of Rs. 1163.96 Lakhs it earned Net Profit of Rs.3289.66 Lakhs in the current year as against Rs. 910.72 Lakhs in the previous year showingan impressive increase of 261.22% over the period of one year. The company showed a goodfinancial performance for the year ended 31 March 2020.
CONSOLIDATED- FINANCIAL PERFORMANCE
We are pleased to inform you that during the year under review onconsolidated basis the Company earned Total Income of Rs. 28111.28 Lakhs during the yearunder review as against Rs. 26711.14 Lakhs in the previous year. It earned a profit beforetax of Rs. 4354.45 Lakhs as against Rs. 1193.10 Lakhs in the previous year. Afterproviding provision for taxation (including deferred tax) of Rs. 1163.96 Lakhs it earnedNet Profit (including Share of Profit from Associates) of Rs. 3727.58 Lakhs as against Rs.1222.78 Lakhs in the previous year.
TRANSFER TO RESERVE
The Company has not transferred any amount to the General Reserve andthus Company's General Reserve stands on Rs.10160.18 Lakhs on 31 March 2020.However after making adjustment of total comprehensive income of current year Dividendand Dividend Distribution Tax for the year of an amount of Rs. 1899.78 Lakhs the balancein Retained Earnings/Surplus Account is Rs 1742.68 Lakhs as on 31 March 2020.
The Board in its meeting held on 26 June 2020 has recommended thedividend @ 20% (i.e. Rs. 1/- per Equity Share of 5/- each) on the paid up equity sharecapital of the company for the financial year ended 31 March 2020. The proposal issubject to the approval of the Shareholders at the forthcoming (excluding dividenddistribution tax) for the year ended 31 March 2020 is Rs. 245.88 Lakhs.
The dividend if approved at the forthcoming Annual General Meetingwill be paid out of profits of the Company to all those shareholders whose names shallappear in the Register of Members on 18 September 2020 or Register of Beneficial Ownersmaintained by the Depositories as at the close of 18 September 2020.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act 2013read with IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 alldividends which remain unpaid / unclaimed for the period of seven consecutive years arerequired to be transferred by the Company to the Investor Education and Protection Fund(IEPF) Government of India. Accordingly the Company has transferred an amount of Rs.550464 (Five Lakhs Fifty Thousand Four Hundred Sixty Four) being the amount ofunclaimed dividend for the year 2011-12 to the Investor Education and Protection Fund.
Further there are no unpaid/unclaimed dividends for the year 2012-13as the company had not declared dividend for the year 2012-13. Therefore pursuant tosection 124(5) of the Companies Act 2013 no unpaid/ unclaimed amount of dividend isrequired to be transferred this year to Investor Education and Protection Fund.
Further as per the provisions of Section 124(6) of the Companies Act2013 read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 the shares on which dividend has been unpaid / unclaimedby the Shareholders for seven consecutive years or more are required to be transferred tothe Demat account of the IEPF Authority. Accordingly in compliance of the provisions ofthe Act 133225 (One Lakh Thirty
Three Thousand Two Hundred Twenty Five) equity shares of Rs 5/- eachwere transferred to the DP/Client ID IN300708/10656671 opened in the name of the InvestorEducation and Protection Fund Authority. The details of the Shareholders whose shares havebeen transferred to the Demat account of IEPF Authority are also available onCompany's website http://owmnahar.com/nahar_polyfilm/Transfer-of-Equity-Shares-to-IEPF.php and the same can be accessed through the link:www.iepf.gov.in.
The Shareholders whose dividend / shares have been transferred to IEPFcan reclaim their subjected dividend / shares by making an application to the IEPFAuthority in web form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. TheShareholders can also view the procedure at www.iepf.gov.in.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Boardunder Section 149(7) of the Companies Act 2013 that they fulfill all the requirements asstipulated in Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to provisions of section 152(6) of the Companies Act 2013 andArticle 117 of Article of Association of the Company Mr. Kamal Oswal (DIN: 00493213) andMr. Dinesh Gogna (DIN: 00498670) will be retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible offers themselves for re-appointment. The Boardrecommends their re-appointment to the members of the Company at the ensuing AnnualGeneral Meeting.
Mr. Komal Jain (DIN: 00399948) resigned from the Directorship of theBoard of the company effective from 26 June 2020. Mr. Sambhav Oswal (DIN: 07619112) hasbeen appointed as Additional
Director of the Company effective from 26 June 2020 and shall hold theoffice upto the date of ensuing Annual General Meeting of the company. On therecommendation of Nomination and remuneration committee and approval of the Board andconsidering the expertise and knowledge of Mr. Sambhav Oswal (DIN: 07619112) he has beenappointed as Executive Director of the Company effective from 1 July 2020 for a period offive years subject to the approval of shareholder's in the ensuing Annual GeneralMeeting of the Company. The resolution for the same has been proposed for your approval inthe accompanying Notice of the Annual General Meeting.
Mrs. Nidhi Khande resigned as a Company Secretary & ComplianceOfficer of the Company and her resignation was accepted by the Board of Directors in theirmeeting held on 30 May 2019. Further Ms. Bhoomika having membership no. A58724 of TheInstitute of Company Secretaries of India was appointed as Company Secretary &Compliance Officer of the Company effective from 30 May 2019.
Pursuant to the provisions of Section 203 of the Companies Act 2013Mr. Satish Kumar Sharma (Executive Director) Mr. Rakesh Kumar Jain (Chief FinancialOfficer) and Ms. Bhoomika (Company Secretary) are Key Managerial Personnel (hereinafterreferred as KMP) of the Company for the Financial Year 2019-20.
The provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 mandate that a FormalAnnual Performance Evaluation is to be made by Board of its own performance and that ofits Committee 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 of its ownperformance and that of its committees and individual Directors as per the criteria laiddown by the Nomination and Remuneration Committee of the company and adopted by the Board.The evaluation was carried out through a structured evaluation process to evaluate theperformance 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 of theBoard Evaluation for the Financial Year 2019-20 was discussed by the Nomination andRemuneration Committee at the meeting held on 25 June 2020 and the Board at theirmeetings held on 26 June 2020.
The Board was satisfied with the evaluation process and the approvedthe evaluation results thereof.
The Securities and Exchange Board of India (SEBI) on September 22015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Asper the said regulations the listed companies are required to formulate certain policies.As good corporate the company has already formulated several corporate governance policiesand the same are available on the Company's website i.e. www.owmnahar.com. The saidpolicies are reviewed periodically by the board to make them in compliance with the newRegulations/ requirements.
The Company has adopted certain policies the details of which aregiven 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 the CSR Committee formulated the CSR Policy which was adopted by the Board. The CSR policy outlines the various programmes/ projects/ activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act 2013. |
|Vigil Mechanism / Whistle Blower Policy ||Pursuant to the provisions of Section 177 of the Companies Act 2013 the 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://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 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. |
|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 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 Persons and its immediate relatives ||Pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations 2015 the Board of Directors in their held on 11 February 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. |
APPOINTMENT AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and RemunerationCommittee has framed a policy for Appointment and Remuneration of Directors SeniorManagement and other employees as provided under section 178(3) of the Companies Act2013. The Objective of the Policy is to have an appropriate mix of ExecutiveNon-Executive and Independent Directors to meet independence of Directors. During the year2019-20 the company's Board consists of twelve directors. Mr. Jawahar Lal Oswal isNon-Executive Chairman. Mr. Satish Kumar Sharma is an Executive Director. There are fiveNon-Executive Directors and six Independent Directors out of which Dr. Manisha Gupta is anIndependent Woman Director on the Board. Since June 2020 after the resignation of Mr.Komal Jain from the Directorship of the Company and appointment of Mr. Sambhav Oswal as anExecutive Director of the Company the composition of the Board consists of two ExecutiveDirectors four Non-Executive Directors and six Independent Directors including oneIndependent Women Director.
The Company's Policy of Appointment and Remuneration includescriteria for determining Qualification Positive Attributes Independence of Directors andOther matters as required under sub section 3 of Section 178 of the Companies Act 2013.The Policy also laid down the criteria for determining the remuneration of directors keymanagerial personnel and other employees. The Appointment and Remuneration policy of theCompany is available on the Company's website and can be accessed athttp://www.owmnahar.com/ nahar_polyfilm/pdf/NPFLAPPOINTMENTANDRE MUNERATIONPOLICY.pdf.There has been no change in the Policy since the last financial year. We affirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors held their meeting on 12December 2019 without the attendance of Non Independent Directors and members of themanagement. All Independent Directors were present at the meeting and at the meetingthey: 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 andtimeliness of the flow of information between the Company's management and the Boardwhich is necessary for the Board to effectively and reasonably perform their duties.
FAMILIARIZATION PROGRAMS FOR BOARD MEMBERS
The company at the time of appointing a Director issues a formalletter of appointment which inter alia explains the role functions duties andresponsibilities expected from him/her as a Director of the Company. All IndependentDirectors are provided with all policies/Guidelines as framed by the Company under variousstatutes and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 tofamiliarize with Company's procedure and practices. Further to update them on the regularbasis the Company provides copies of all amendments in Corporate Laws CorporateGovernance Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. They were also informed regarding the recent amendments in SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 SEBI various regulations and recentamendments in the Companies Act 2013. The details of Company's Policy onFamiliarization Programs for Independent Directors are posted on the website of theCompany and can be assessed at http://owmnahar.com/nahar_polyfilm/pdf/Familiarization_Program.pdf Besides one interactive session wasconducted during the year by Mr. P. S. Bathla Practicing Company Secretary (theSecretarial Auditor of the company') on the topic of recent amendments in theCompanies Act 2013 and registration of independent directors in database of independentdirectors of IICA.
NUMBER OF BOARD MEETINGS
During the year under review the Board of Directors met six times on30 May 2019 13 August 2019 11 October 2019 11 November 2019 16 December 2019 and12 February 2020 with a predefined agenda circulated well in advance. The intervening gapbetween the Meetings was as per the period prescribed under the Companies Act 2013.
RELATED PARTY TRANSACTIONS
Your Company is engaged in the Manufacturing of Bi-Axially OrientedPolypropylene Films (BOPP) for which sometimes the Company purchases DEPP Licenses fromgroup company(s) which are in the ordinary course of business at Arm's length basisand are in compliance with the applicable provisions of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. There are nomaterially significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel etc. which may have potential conflict of interestwith the Company at large or which warrants the approval of the shareholders. Accordinglyno transactions 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 TheCompany has not entered into any contract or arrangement with the related parties asreferred 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 GroupCompanies transactions regarding sales/purchase etc. are placed before the Audit Committeeas well as the Board for their information and approval.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financialposition of the Company occurred between the end of the financial year to which thesefinancial statements relate and the date of this report.
The Paid up equity share capital of the Company as on 31 March 2020 isRs. 1229.40 Lakhs. During the year under review the Company has neither issued shareswith differential voting rights as to dividend voting or otherwise nor granted stockoptions 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 orCourts or Tribunals which impact the going concern status and Company's operations infuture.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES UNDER SECTION 186 OF THECOMPANIES ACT 2013
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 form part of the Notes to theFinancial Statements provided in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
As reported in the last report the company adopted CSR Policy anddecided to undertake CSR activity in collaboration with Group Companies under one umbrellai.e. through Oswal Foundation which is a Registered Society formed in 2006 having itscharitable objects in various fields. The detail of the CSR policy is available on thecompany'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 the Board ofDirectors have already constituted Audit committee consisting of Dr. Suresh Kumar Singlaas Chairman Dr. Yash Paul Sachdeva and Mr. Dinesh Gogna as members. Dr. Yash PaulSachdeva became the member of the committee effective from 11 October 2019 in place ofDr. Vijay Asdhir. Ms. Bhoomika is the Secretary of the committee. The committee held fourmeetings during the year under review.
Pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Companies (Meetings of Board and its Powers) Rules 2013 the Companyestablished a Vigil Mechanism process as an extension of Company's Code of Conductwhereby any employee directors customers vendors etc. can report the genuine concernsor grievances to the members of the Committee about unethical behavior actual orsuspected fraud or violation of Company's Code of Conduct so that appropriate actioncan be taken to safeguard the interest of the Company. The Mechanism also provides foradequate safeguards against victimization of persons who uses such mechanism. Themechanism provides direct access to the chairperson of the Audit Committee in appropriateor exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted onCompany's Website. The Company has a dedicated e-mail address firstname.lastname@example.org for reporting the genuine concerns.
The Audit Committee regularly reviews the working of the Mechanism. Nocomplaint was received during the year under review.
SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANY
The Company does not have any Subsidiary or joint venture company. TheCompany has only one associate company i.e. M/s Nahar Capital and Financial ServicesLimited. No Company has become or ceased to be the Associate Company of the Company duringthe year under the review.
CONSOLIDATED FINANCIAL STATEMENTS
The Company has One Associate Company viz. M/s Nahar Capital andFinancial Services Limited as defined under the Companies Act 2013. Pursuant to therequirements of Section 129(3) of the Companies Act 2013 the Company has consolidatedthe financial statements in respect of above said Associate Company for the financial yearended 31 March 2020.
Further a report on the performance and financial position of theAssociate Company as per the Companies Act 2013 in the Form AOC-1 is annexed to theFinancial Statements for the year ended 31 March 2020 as an Annexure.
We are pleased to inform that the Credit Analysis and Research (CARE)vide their letter dated 22 October 2019 has re-affirmed the credit rating "CAREA-" for long term bank facilities and "CARE A2+" for the short term bankfacilities of the Company. The rating "CARE A-" indicates stable and rating"CARE A2+" indicates strong degree of safety regarding timely payment of thefinancial obligations.
The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative inthe Corporate Governance" by allowing paperless compliances by the Companies. YourCompany has decided to join the MCA in its environmental friendly initiative.
Accordingly henceforth Company propose to send documents such asNotice of the General Meetings Annual Report and other communication to its shareholdersvia electronic mode to the registered e- mail addresses of shareholders. To support thisgreen initiative of the Government in full measure shareholders are requested toregister/update their latest e-mail addresses with their Depository Participant (D.P.)with whom they are having Demat A/c. or send the same to the Company via e-mailat:-email@example.com or gredressalnpfl@ owmnahar.com. We solicit your valuablecooperation and support in our endeavor to contribute our bit to the Environment.
LISTING OF SECURITIES
The securities of the Company are listed on the following StockExchanges:
1. The BSE Ltd.
25 Floor Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001
2. The National Stock Exchange of India Ltd.
Exchange Plaza 5 Floor Plot No. C/1 G-Block Bandra Kurla ComplexBandra (E) Mumbai- 400051 The company has paid listing fee to both the Stock Exchangesfor the financial year 2020-21.
DEMATERIALIZATION OF SECURITIES
Your company has already established connectivity with both theDepositories i.e. National Securities Depository Limited (NSDL) and Central Depository
Services (India) Ltd (CDSL) to facilitate the holding and trading ofsecurities in electronic form. As on 31 March 2020 96.24% of the total Equity ShareCapital has been de-materialized. The shareholder(s) who has not dematerialized theirshares till date are requested to opt for dematerialization of the shares at theearliest.
Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27December 2002 your Company has appointed M/s Alankit Assignments Ltd. as Registrar forShare Transfer and Electronic connectivity. Accordingly all the shareholders InvestorsMembers of the Stock Exchanges Depository Participants and all other concerned arerequested to send all communication in respect of share transfer demat/remat change ofaddress etc. to our registrar at below mentioned address:
M/s Alankit Assignments Ltd.
(Unit: Nahar Poly Films Limited) "Alankit House" 4E/2Jhandewalan Extension New Delhi-110055 Telephone No: 011-23541234 Fax No. : 011-23552001E-mail ID : firstname.lastname@example.org
SEBI vide its Gazetted notification dated June 08 2018 amended theRegulation 40 (1) (b) of SEBI (LODR) Regulations 2015 whereby it has been provided thatexcept in case of transmission or transposition of securities requests for effectingtransfer of securities shall not be processed unless the securities are held indematerialized form with the Depository.
In view of the above members are hereby informed that with effect from5th December 2018 requests for transfer of securities in physical form are not gettingprocessed. Hence all members who are holding equity shares in physical form are requestedto go in for dematerialization of securities at the earliest. In case any query/complaintremains unresolved with our Registrar please write to Company Secretary at Email ID:email@example.com or at the Registered Office of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors would like to assure the Members that the financialstatements for the year under review confirm in their entirety to the requirements of theCompanies Act 2013.
THE DIRECTORS CONFIRM:
i) that in preparation of the Annual Accounts the applicableaccounting standards had been followed along with proper explanations relating to materialdepartures if any;
ii) that they had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the period;
21 iii) that they have taken proper and sufficient care for maintenanceof adequate accounting records in accordance with provisions of the Companies Act 2013for safeguarding 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 concernbasis;
v) that the Directors had 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 had devised proper systems to ensure complianceswith the provisions of all applicable laws and that such systems are adequate andoperating effectively.
AUDITORS & AUDITOR'S INDEPENDENT REPORT STATUTORY AUDITORS
We wish to inform you that M/s YAPL & Co Chartered AccountantsFirm Registration No (017800N) were appointed as Statutory Auditor of the Company by theMembers for a term of five years starting from the conclusion of the 29 Annual
General Meeting till the conclusion of the 34 Annual General Meeting ofthe Company in the calendar year 2022. As per the proviso of section 139(1) of theCompanies Act 2013 the matter relating to appointment of the Auditors was to be ratifiedby the Members at the every Annual General Meeting of the Company. The Ministry ofCorporate Affairs vide its notification dated 07 May 2018 has omitted the first provisoof section 139 of the principal Act in sub section (1). Accordingly the Board has notproposed any resolution for the ratification of Appointment of Auditors by theshareholders.
The Statutory Auditors have submitted the Audit Report on theStandalone as well as Consolidated Accounts of the Company for the Accounting year endedon 31 March 2020. The observations and comments given by Auditors in their Report readtogether with the Notes to the Financial Statements are self explanatory and require nocomments.
We would like to inform you that the Ministry of Corporate Affairs videits Notification 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 2020-21 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.
Pursuant to the provision of Section 204 of the Companies Act 2013read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 your company has appointed M/s. P.S. Bathla & Associates PracticingCompany Secretary having Certificate of Practice No. 2585 to conduct Secretarial Audit ofthe Company for the financial year 2020-21.
M/s. P.S. Bathla & Associates Practicing Company Secretary havecarried out the secretarial Audit for the financial year ended 31 March 2020 andsubmitted their Secretarial Audit Report in the format of MR-3 as annexed herewith thisreport as Annexure II' and forms part of this report.
The Report is self explanatory and requires no comments.
BUSINESS RISK MANAGEMENT
The Company has laid down Risk Management Policy. The Policy aims toidentify evaluate manage and monitor all types of risks which are associated with thebusiness of the Company. The Board as well as Audit Committee regularly overseas the riskmanagement process in the Company as required under 134(3)(n) of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Companyis engaged in the manufacture of BOPP Films and has identified certain risks which mayaffect the performance of the Company. These include operational risks such as fluctuationin the prices of the raw materials which include petrol fluctuation in foreign exchangerates Labour problems regulatory risks Government Policy etc. We are of the opinionthat none of identified risk is such that which may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROL AND SYSTEMS
The Company is maintaining an efficient and effective system ofInternal Financial Control for the facilitation of speedy and accurate compilation offinancial statements. The Company's Internal Financial Control System is designed toensure operational efficiency protection and conservation of resources accuracy andpromptness in financial reporting and compliances with procedures laws and regulations.The Company's Internal Control System commensurate with the nature of its business andsize of its operations. The Internal Audit Reports are discussed with the Management andare reviewed by the Audit Committee of the Board which also reviews the adequacy andeffectiveness of the internal controls in the Company. The Company's internalFinancial Control system commensurate with the nature of its business and the size of itsoperations. In order to further strengthen the Internal control system and to automate thevarious processes of the business the company is making use of Enterprise ResourcePlanning (ERP).
Pursuant to the provisions of section 138 of the Companies Act 2013read with Companies (Accounts) Rules 2014 the Company has appointed M/s Piyush Singla& Associates a firm of Chartered Accountants as Internal Auditor of the Company forthe financial year 2020-21. The Company is also having an Internal Audit Department totest the adequacy and effectiveness of Internal Control Systems laid down by themanagement and to suggest improvement in the systems. Apart from the above an AuditCommittee consisting of three non-executive directors has been constituted. All thesignificant audit observation and follow up action thereon are taken care of by the AuditCommittee. The Committee oversees the adequacy of Internal Control. The Audit Committeemet four times during the financial year 2019-20. The Company has also established a VigilMechanism as per Section 177(9) of Companies Act 2013 read with Rule 7 of the Companies(Meeting of Board and its Powers) Rules 2014.
During the year under review the company has not accepted any PublicDeposits within the meaning of section 73 of the Companies Act 2013 and the rules framedthere under. There is no outstanding/ unclaimed deposit from the Public. However theinformation as required under Rule 8 of the Companies (Accounts) Rules 2014 is givenhereunder:-
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 incompliance with the requirements of Chapter V of the Companies Act 2013: Not Applicable
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment for women atworkplace and has adopted a policy against sexual harassment in line with SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed thereunder. During the financial year 2019-20 the Company has not receivedany complaints on sexual harassment and hence no compliant remains pending as on 31March 2020.
The Extract of Annual Return of the Company pursuant to the provisionsof Section 92 read with Rule 12 of the Companies (Management and Adminis-tration) Rules2014 for the financial year 2019-20 in the Form MGT-9 has been uploaded on Company'swebsite at http://www.owmnahar.com/ nahar_polyfilm/pdf/MGT-9.pdf
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company is annexed as "AnnexureIII" and form part of this report.
In terms of section 197(14) of the Companies Act 2013 the Companydoes not have any Holding Company. However the details regarding remuneration received byExecutive Director is also given in "Annexure III" and form part of thisreport. 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 EXCHANGEEARNINGS AND OUTGO
The detailed information as required under section 134(3) of thecompanies Act 2013 read with Sub rule 3 of the Rule 8 Companies (Accounts) Rules 2014is 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 CorporateGovernance. The company has already constituted several committees of directors to assistthe Board in good Corporate Governance.
The Corporate Governance Report along with the Auditors Certificateregarding compliance of the conditions of the Corporate Governance as stipulated in Part Cof Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is attached herewith as Annexure V' and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review asstipulated under the Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is enclosed as per Annexure VI' andforms the part of this Report.
The industrial relations remained cordial throughout the year and theexcellent results were achieved with the whole hearted co-operation of employees at alllevels.
The Directors wish to place on record their gratitude and appreciationto all workers staff members and executives for their contribution to the operations ofthe company. The directors also thank the Bankers Financial Institutions for theircontinued support. The Directors appreciate and value the contribution made by everymember in the Company.
|FOR AND ON BEHALF OF THE BOARD || |
| ||JAWAHAR LAL OSWAL |
|PLACE : LUDHIANA ||(CHAIRMAN) |
|DATED: 12 AUGUST 2020 ||DIN: 00463866 |