Nahar Polyfilms Ltd.
|BSE: 523391||Sector: Industrials|
|NSE: NAHARPOLY||ISIN Code: INE308A01027|
|BSE 00:00 | 14 Nov||45.95||
|NSE 00:00 | 14 Nov||45.50||
|Mkt Cap.(Rs cr)||113|
|Mkt Cap.(Rs cr)||112.95|
Nahar Polyfilms Ltd. (NAHARPOLY) - Director Report
Company director report
Your directors have pleasure in presenting the THIRTIETH ANNUAL REPORT on the affairsof the Company for the year ended 31st March 2018.
Your Company's Financial Performance during the year is summarised below:
INDIAN ACCOUNTING STANDARD
The Ministry of Corporate Affairs (MCA) vide its notification dated February 2015notified the Indian Accounting Standards (Ind AS) applicable to certain classes ofcompanies. The Company has adopted Indian Accounting Standards (Ind AS) from 01 April 2017(transition date being 01 April 2016) and accordingly the financial statements have beenprepared as per the Indian Accounting Standard Rules 2015 as prescribed under section(133) of the Companies Act 2013 read with relevant Rules issued thereunder and the otheraccounting principles generally accepted in India.
The Reconciliation and the effect of the transition as per GAAP vis a vis Ind AS hasbeen provided in Note no 34 in the notes to the account in the Financial Statements.
OPERATIONAL REVIEW AND STATE OF AFFAIRS
We would further like to inform you that the disclosure requirements as per IndianAccounting Standard (Ind AS 108) issued by the Institute of Chartered Accountants ofIndia New Delhi are not applicable to the Company as the main business activities ofCompany falls under single segment i.e. :BOPP Films.
Further pursuant to the requirement of section 129(3) of the Companies Act 2013 theCompany has Consolidated the Financial statements for the year ended 31stMarch 2018 in respect of its Associate companies We would brief you regarding thefinancial performance of the company on Standalone as well as Consolidated basis which isas under:-
STANDALONE FINANCIAL PERFORMANCE
We are pleased to inform that during the year under review on standalone basis Companyachieved a Total Income of Rs. 255.63 Crores (Net of Excise) as against of Rs. 257.94Crores in the previous year. Thus the Company has been able to maintain its Top line.However the Company's performance was severally impacted because of disruptions of tradein the domestic market due to the Goods & Services Tax implementation andDemonetization and Company could earn a Profit before tax of Rs. 7.16 Crores as againstRs. 8.25 Crores in the previous year. After providing Rs 2.06 Crores for taxation(including deferred tax) it earned a Net Profit of Rs 5.10 Crores during the year.
After taking into account "Other Comprehensive Income" (i.e.is fall of Rs(44.31) Cores in the Market Price of the Securities held by the Company and other Ind ASAdjustments) as per Accounting Standard there is Loss of Rs (39.21) Crores during theyear. The Company's General Reserves stand at Rs 101.60 Crores on 31st March 2018..
CONSOLIDATED FINANCIAL PERFORMANCE
On consolidated basis Company earned Total Income of Rs. 254.63 Crores (Net of Excise)as against Rs.256.94 Crores (Net of Excise) in the previous year. It earned a profitbefore tax of Rs. 6.16 Crores as against Rs. 7.26 Crores in the previous year. Afterproviding Rs 2.06 Crores for taxation including deferred tax) and share of profit fromAssociates of Rs 11.07 Crores it earned a Net Profit of Rs 15.17 Crores during the year.However after taking into accounts "Other Comprehensive Income" (i.e fall of Rs(44.31) Cores in the Market Price of the Securities held by the Company and other Ind ASAdjustments) as per Accounting Standard there is Loss of Rs (29.14) Crores during theyear.
In the Current year the Company is performing well. Your Management is of the opinionit will be able to put up a reasonably good performance in the current year.
The Board in its meeting held on 30th May 2018 has recommend a dividend @10% i.e. (Rs. 0.50/- per Equity Share of 5/- each) on the paid up equity share capital forthe financial year ended 31st March 2018 out of the reserves of the company. The proposalis subject to the approval of the Shareholders at the ensuing annual general meetingscheduled to be held on 28th September 2018.The total dividend declared(excluding dividend distribution tax) for the current year is Rs. 1.23 crores.
The dividend if approved at the forthcoming Annual General Meeting will be paid outof the reserve of the Company to all those shareholders whose name shall appear in theRegister of Members on 11th September 2018 or Register of Beneficial Ownersmaintained by the Depositories as at the close of 11th September 2018.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions section 124(5) of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 all dividend remaing unpaidand unclaimed for a period unpaid and unclaimed for a period of seven consecutive years isrequired to be transferred to the Investor Education and Protection Fund
(IEPF) established by the Central Government. Accordingly the company has transferredan amount of Rs. 298742 (Rs. Two Lacs Ninety Eight Thousand Seven Hundred and Forty Twoonly) being the amount of unclaimed dividend for the year 2009-10 to the InvestorEducation and Protection Fund.
Further unclaimed/unpaid dividend for the year 2010-11 shall be transferred toInvestor Protection Fund pursuant to section 124(5) of the Companies Act 2013 inNovember 2018. The Company has already sent letter/notice to the shareholders informingthem to claim the unclaimed dividend from the Company before such transfer to the InvestorEducation and Protection Fund.
Besides 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 the shares on which dividend has not been paid or claimed by theShareholders for seven consecutive years or more is required to be transferred to theDemat account of the IEPF Authority. Accordingly in compliance of the said provision ofthe Act 404694 (Four Lakh Four Thousand Six Hundred and Ninety Four Only) equit sharesof Rs 5/- each were transferred to the DP/Client ID IN300708/10656671 opened in the nameof the Investor Education and Protection Fund Authority. The details of the Shareholderswhose shares have been transferred to the Demat account if IEPF Authority is alsoavailable on Company's website http://owmnahar.com/ naharpolvfilm/odf/2008-09.pdf and the same can be accessed through the link:
We are pleased to inform that Shareholders can reclaim their subject shares/dividend bymaking an application to the IEPF Authority in e-Form IEPF-5 as per procedure providedunder Rule 7 of the IEPF Rules. The Shareholders can also view the procedure atwww.ieof.aov.in .
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 2013and Regulation 25 of the Listing Regulations.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Dr. (Mrs.) H. K. Bal and Prof. K.S. Maini were relievedfrom the office of Directors on the expiry of their terms of office on 26th September2017. Dr. Inder Mohan Chhibba (DIN 07913491) and Dr. Manisha Gupta (DIN 06910242) wereappointed as Independent Directors of the Company to hold office for Five (5) Consecutiveyears for a term upto 25th September 2022 on 26th September 2017. We would also like toinform you that pursuant to provisions of section 152(6) of the Companies Act 2013 andArticle 117 of Article of Association of the Company Sh. Jawahar Lai Oswal (DIN 00463866)and Sh. Dinesh Gogna (DIN 00498670) will be retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible offered themselves for re-appointment. The Boardrecommends their re-appointment to the members of the Company at the ensuing AnnualGeneral Meeting.
Further Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018 notified on9th May 2018 and which will be applicable w.e.f 1st April 2019 prescribes that 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 Mr. Jawahar LaiOswal who is a Non-Executive Chairman is going to reaches the age of Seventy Five Yearson 1st October 2018. Accordingly in compliance of Regulation 17 (1A) of SEBI (LODR)(Amendment) Regulations 2018 Company has proposed the Special Resolution in theaccompanying Notice of 30th Annual General Meeting for shareholders approval so that hecan continue to be Directors of the Company even after the age of seventy five years.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Satish KumarSharma Executive Director Mr. Rakesh Kumar Jain Chief Financial Officer and Mrs. NidhiKhande Company Secretary are the Key Managerial Personnel (hereinafter referred as KMP)of the Company. There has been no change in the KMP since the last fiscal year.
The provisions of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualPerformance Evaluation is to be made by Board of its own performance and that of itsCommittee and individual Directors Schedule IV of the Companies Act 2013 states thatperformance evaluation of the Independent Director shall be done by Directors excludingthe Director being evaluated.
The Board carried out a formal Annual performance evaluation as per thecriteria/framework laid down by the Nomination and Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to evaluate the performance of individual directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement and contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. Theoutcome of the Board Evaluation for the Fiscal 2018 was discussed by the Nomination andRemuneration Committee at the meeting held on 29th May 2018 and the Board atthe meeting held on 30th May 2018.
The Board was satisfied with the evaluation process and the approved the evaluationresults thereof.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015. As per the saidregulations the listed companies are required to formulate certain policies. As goodcorporate the company has already formulated several corporate governance policies and thesame are available on the Company's website i.e. www.owmnahar.com. The said policies are reviewed periodically by the board to make them in compliance withthe new Regulations/ requirements.
The Company has adopted certain policies the details of which are given hereunder:
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 Non-Executive and Independent Directors tomaintain the indpendence of the Board and separate its functions of governance andmanagement. The present Board consists of twelve members. Sh. Jawahar Lai Oswal is NonExecutive Chairman. Sh. Satish Kumar Sharma is an executive director. There are five NonExecutive Directors and six are Independent Directors out of which one director namely; DrManisha Gupta as woman director on the Board.
The Company's Policy of appointment and Remuneration
includesg criteria for determining Qualification Positive Attributes Independence ofDirectors and Other matters as required under sub section 3 of Section 178 of theCompanies Act 2013. The Policy also laid down the criteria for determining theremuneration of directors key managerial personnel and other employees. The Appointmentand Remuneration policy of the Company is available on the Company's website and can beaccessed at http://www.owm nahar.com/nahar_polyfilm/pdf/NPFLAPPOINTMENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since thelast fiscal year. We affirm the remuneration paid top the directors is as per the termslaid out in the Nomination and Remuneration Policy of the Company.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors held their meeting on 22nd December2017 without the attendance of Non Independent Directors and members of the management.All Independent Directors were present at the meeting. At the meeting they:-
I. Reviewed the performance of non-independent directors and the Board as a whole;
ii. Reviewed the performance of the Chairperson of the Company taking into account 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 dulies.
FAMILIARISATION PROGRAMS FOR BOARD MEMBERS
All new Independent Directors inducted into the Board attend an orientation programme.Further at the time of apoointing a Director the Company issues a formal letter ofappointment which inter alia explains the role functions duties and responsibilitiesexpected from him/her asa Director of the Company. All Independent Directors are providedwith all policies/Guidelines as framed by the Company under various statutes and SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 to familiarize withCompany's procedure and practices. Further to update them on the regular basis theCompany provides copies of all amendments in Corporate Laws Corporate Governance Rulesand SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. The detailsof Company's Policy on Familiarisation Programs for Independent Directors are posted onthe website of the Company and can be assessed at
NO OF BOARD MEETINGS
During the year under review the Board of Directors met four times i.e. 30thMay 2017 12h August 2017 14h November 2017 and 10thFebruary 2018 with a predefined agenda circulated well in advance. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
RELATED PARTY TRANSACTIONS Your Company is engaged in the Manufacture of Bi-AxiallyOriented Polypropylene Films (BOPP) for which sometimes the Company purchases DEPPLicenses from group company(s) which are in the ordinary course of business at Arm'slength basis and are in compliance with the applicable provisions of the Companies Act2013 and the SEBI (LODR) Regulations 2015. There are no materially significant relatedparty transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc which may have potential conflict of interest with the Company at large orwhich warrants the approval of the shareholders. Accordingly no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Act read with the Rule 8 of theCompanies (Accounts) Rules 2014. However the transactions entered into with the GroupCompanies during the year under review has been given to Notes to the financialstatements in accordance with the Accounting Standards The Company has not entered intoany contract or arrangement with the related parties as referred in Section 188(1) of theCompanies Act 2013. Thus the requirement for disclosure of particulars of contracts orarrangement with related parties referred to in Section 188(1) is not applicable. Howeveras per Company's policy all the Group Companies transactions regarding sales/purchaseetc. are placed before the Audit Committee as well as the Board for their information andapproval.
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 2018 isRs. 1229.40 Lacs. During the year under review 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 REGULATORSOR 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 OFLOANS INVESTMENTS GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT 2013-
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 our last report company adopted CSR Policy and decided to undertake CSRactivity in collaboration with Group Companies under one umbrella i.e. through OswalFoundation which is a Registered Society formed in 2006 having its charitable objects invarious fields. The details of the CSR policy are available on the company's website i.e.
During the year under review company could not spend an amount of Rs. 21.84 Lacs(being the 2% of the average net profits made during the three immediate precedingfinancial years on CSR activities) because of the deferment of the Eye Care project by thecharitable medical institution. The Company also made efforts to identify projects inother areas. However it was not able to identify meaningful projects finalizeimplementation agencies and the target beneficiaries which would have created a visibleimpact on the society.
Due to the aforementioned reasons the Company was not able to spend its CSR amountduring the financial year 2017- 18 till 31st March 2018. The Company remains committedtowards the noble cause of social development and has accordingly decided to carryforward the unspent amount of Rs. 21.84 Lacs for the Financial Year 2017-18 to the nextyear. M/s Oswal Foundation has already begun helping to run the charitable hospital forthe purposes of diagnosis & treatment besides other charitable activities under CSRalready approved.
Accordingly the company has issued a cheque amounting to Rs 38.47 Lacs which includesthe amount of Rs 16.63 Lacs CSR liability forfinancial year 2016-17 and Rs 21.84 Lacs forthe financial year 2017-18 in the month of July in favour of M/s Oswal Foundation for thepurposes of promotion of charitable hospital being run by Mohan Dai Oswal Cancer Treatment& Research Foundation. Thus with the said transfer of amount CSR Expenditure Reservecreated in the books of accounts stand fully utilized for the purpose of CSR activities.
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"Annexure I" 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 Sh. Suresh Kumar Singla as Chairman DrVijay Asdhir and Sh. Dinesh Gogna Directors as members. Mrs. Nidhi Khande is theSecretary of the committee. The committee held four meetings during the year under review.
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2013 the Company established a VigilMechanism process as an extension of Company's Code of Conduct whereby any employeedirectors customers vendors etc. can report the genuine concerns or grievances to themembers of the Committee about unethical behavior actual or suspected fraud or violationof Company's Code of Conduct so that appropriate action can be taken to safeguard theinterest of the Company. The Mechanism also provides for adequate safeguards againstvictimization of persons who uses such mechanism. The mechanism provides direct access tothe chairperson of the Audit Committee in appropriate or exceptional cases. The WhistleBlower Policy/Vigil Mechanism is also posted on Company's Website. The Company has adedicated e-mail address i.e. firstname.lastname@example.org reporting the genuine concerns.
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 and joint venture company. The Company hasonly one associate company i.e. M/S. Nahar Capital and Financial Services Limited. NoCompany has become or ceased to be the Associate Company of the Company during the yearunderthe review. CREDIT RATING
We are pleased to inform that the Credit Analysis and Research (CARE) vide their letterdated 12th March 2018 has re-affirmed the credit rating "CARE A-"for long term debt instruments/ facilities and "CARE A2+" for the short termdebt instruments/facilities of the Company. The rating "A" indicates stable andrating "A2+" indicates strong degree of safety regarding timely payment of thefinancial obligations. CONSOLIDATED FINANCIAL STATEMENTS As per Companies Act 2013 theCompany has One Associate Company viz. M/s Nahar Capital and Financial Services Limited asdefined underthe Companies Act 2013. Pursuant to the requirements of Section 129(3) ofthe Companies Act 2013 the Company has consolidated the financial statements in respectof above said Associate Company for the financial year ended 31 st March 2018. Further areport on the performance and financial position of the Associate Company as per theCompanies Act 2013 in the Form AOC-1 is annexed to the Financial Statements for the yearended 31.03.2018.
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:-
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 Dalai 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 2018-2019. DEMATERIALISATION OFSECURITIES.
As the members must be aware that Companies securities are tradable compulsorily inelectronic form w.e.f. 21st March 2000. Your company has already establishedconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and tradingof securities in electronic form. As on 31st March 2018 94.87% of the totalEquity Share Capital has been de-materialized. The shareholder (s) who have not gone infor dematerialization of shares till date are requested to opt for dematerialization ofthe shares at the earliest.
Further as per SEBI circular No. D & CC/FITTC/CIR- 15/2002 DATED 27TH December2002 Company has appointed M/s Alankit Assignments Ltd. as Registrar for Share Transferand Electronic connectivity. Accordingly all the shareholders Investors Members of theStock Exchanges Depository Participants and all other concerned are requested to send allcommunication in respect of share transfer demat/remat change of address etc. to ourregistrar at below mentioned address:
M/s. Alankit Assignments Ltd.
(Unit: Nahar Poly Films Ltd.)
Alankit House2E/21 Jhandelwalan
Extension NEW DELHI-110055
Fax No. :(011)41540064
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.
The said amendment shall come into force on the one hundred and eightieth day from thepublication of Official Gazette.
In view of the above members are hereby informed that effective 5thDecember 2018 requets for effecting transfer of securities in physical form shall not beprocessed unless the securities are held in the dematerialized form with a Depository.Hence all members who are holding equity shares in physical form are requested to go infor dematerialization of securities at the earliest.
In case any query/complaint remains unresolved with our Registrar please write toCompany Secretary at the Registered Office of the Company.
DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure the Members thatthe financial statements for the year under review confirm in their entirety to therequirements 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 have 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 have 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 AU DITO RS
We wish to inform you that M/s YAPL & Co Chartered Accountants Firm RegistrationNo (017800N) were appointed as Statutory Auditor by the Members of the Company for aterm of five consecutive years starting from the conclusion of the 29th AnnualGeneral Meeting upto the conclusion of the 34th Annual General Meeting of theCompany in the calendar year 2022. As per the proviso of section 139(1) the matterrelating to appointment of the Auditors was to be ratified by the Members at the everyAnnual General Meeting of the Company. The Ministry of Corporate Affairs vide itsnotification dated 07 May 2018 has omitted the first proviso of section 139 of theprincipal Act in sub section (1). Accordingly the Board has not proposed any resolutionfor the ratification of Appointment of Auditors by the shareholders.
The Statutory Auditors have submitted the Audit Report on the Standalone as well asConsolidated Accounts of the Company for the Accounting year ended on 31stMarch 2018. The observations and comments given by Auditors in their Report read togetherwith the Notes to 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 Notificationdated 31st December 2014 amended Companies (Cost Records and Audit) Rules2014 pursuant to which the Company's business activities has been included with in thepurview of Cost Audit requirement. Accordingly the company is maintaning Accounts andCosting reports. Further the Board of Directors on the recommendation of Audit Committeehas also appointed M/S. Khushwinder Kumar & Associates Cost Accountant as CostAuditors of the Company for financial year 2018-19 and has fixed a remuneration of Rs.45000/- (Rupees Forty Five Thousand only) plus applicable taxes and reimbursement of outof pocket expenses incurred 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 beingproposedforyourapproval.
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 Certificate of Practice No. 2585 to conduct Secretarial Audit of the Company forthe financial year 2018-19 M/s. P.S. Bathla & Associates Practising CompanySecretaries have carried out the secretarial Audit for the financial year ended March 312018 and submitted their Secretarial Audit Report in Form No. MR-3 is annexed herewiththis report 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 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 134(3)(n) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company is engaged in the manufacture of BOPP Films and has identified certainrisks which may affect the performance of the Company. These include operational riskssuch as fluctuation in the prices of the raw materials which include petrol fluctuationin foreign exchange rates Labour problems regulatory risks Government Policy etc. Weare of the opinion that none of identified risk is such that which may threaten theexistence of the Company. INTERNAL FINANCIAL CONTROL AND SYSTEMS The Company ismaintaining an efficient and effective system of Internal Financial Control for thefacilitation of speedy and accurate compilation of financial statements. The Company'sInternal Financial Control System is designed to ensure operational efficiency protectionand conservation of resourses accuracy and promptness in financial reporting andcompliances with procedures laws and regulations. However for ensuring furtherimprovements in the system the Company availed the "Intenal Financial ControlServices"from the M/s. Grant Thronton India LLP Noida a leading consultancy firm inthe Accounting/ Financial Matters during the year under review and their suggestions havebeen well implemented by the Company.
The Internal Audit Reports are discussed with the Management and are reviewed by theAudit Committee of the Board which also reviews the adequacy and effectiveness of theinternal controls in the Company. The Company's internal 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 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 withCompanies (Accounts) Rules 2014 the Company has also appointed a firm of CharteredAccountants as Internal Auditor of the Company. The Company is also having an InternalAudit Department to test the adequacy and effectiveness of Internal Control Systems laiddown by the management and to 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 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 under review the company has not accepted any Public Deposit withinthe meaning of section 73of the Companies Act2013 and the rules made there under. Thereis no outstanding/unclaimed deposit from the Public. However the information as requiredunder Rule 8 of the Companies (Accounts) Rules 2014 is given hereunder:-
(i) Deposits accepted during theyear: 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 2017-18 the Company has not received any complaints onsexual harassment and hence no compliant remains pending as of 31 March 2018.
The Extract of Annual Return of the Company pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 for thefinancial year 2017-18 in the Form MGT-9 has been uploaded on Company's website at
http://owmnahar.com/nahar_polyfilm/pdf/Extract-of-Annual- Return-17-18.pdf as therequirement of attaching the extract of Annual Return with Board's Report has been doneaway by Section 36 of Companies (Amendment) Act 2017 notified by Ministry of CorporateAffairs New Delhi vide its Notification dated 31 st July 2018.
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) Rules 2014 in respect ofemployees of the Company is annexed as "Annexure IV' 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 ExecutiveDirector is also given in point 5 of the ANNEXURE III annexed hereto and form part of thisreport.
During the year under review No employee of the Company was in receipt of remunerationexceeding the limits as provided under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION 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-IV and forms part of this report.
REPORT ON THE CORPORATE GOVERNANCE Your Company continues to follow the principles ofgood Corporate Governance. The company has already constituted several committees ofdirectors to assist the Board in good Corporate Governance. The Corporate GovernanceReport along with the Auditors Certificate regarding compliance of the conditions of theCorporate Governance as stipulated in Part C of Schedule VI of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached herewith asAnnexure-V and forms part 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 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.ACKNOWLEDGEMENT
The Board of Directors of the company wish to place on record their gratitude 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 cooperationand confidence in the Management of the Company.
FOR AND ON BEHALF OF THE BOARD