nahar polyfilms ltd Directors report

<dhhead>DIRECTOR’S REPORT</dhhead>

Dear Members,

Your Directors have pleasure in presenting the Thirty Fifth Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March 2023.

 

FINANCIAL PERFORMANCE

Your Companys Financial Performance during the year is summarized below:

 

(Rs. In Crores)

	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
Total Income	729.04	495.33	728.05	493.35
Less: Total Expenses	686.13	378.99	686.13	378.99
Profit Before Tax	42.91	116.34	41.92	114.36
Less: Tax Expenses including (deferred Tax)	10.97	28.66	10.97	28.66
Net Profit from continuing operations	31.94	87.68	*43.20	*97.71
Add: Other comprehensive Income/(Loss)	(178.01)	266.86	(170.51)	293.64
Profit/(Loss) for the period	(146.07)	354.54	127.31	391.35

 

*Consolidated profit for the year includes Share of profit from Associates under equity method for the amount of Rs. 12.25 Crores in Current Year and Rs. 12.01 Crores in the Previous Year.

INDIAN ACCOUNTING STANDARD

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

 

OPERATIONAL REVIEW AND STATE OF AFFAIRS

We would like to inform you that Company operates in single segment i.e. Biaxially Oriented Poly Propylene Films (BOPP films), as such the disclosure requirements as per Indian Accounting Standard (IndAS 108) issued by the Institute of Chartered Accountants of India, New Delhi are not applicable to the Company.

We would like to apprise you regarding the financial performance of the company for the Financial Year ended 31st March 2023 on Standalone as well as consolidated basis which is as under:

 

(A) Standalone-Financial Performance:-

We are pleased to inform that during the year under review on standalone basis Company achieved a Total income of Rs. 729.04 Crores as against Rs. 495.33 Crores showing an impressive increase of47.18%over the previous year. However, the company’s profitability was affected due to lower realization and company could earn a profit before tax of Rs. 42.91 Crores as against 116.34 crores showing a decline of 63.11% as compare to previous year. After providing tax of (including deferred tax) of Rs. 10.97 Crores, Company earned Net Profit of Rs. 31.94 Crores as against Rs. 87.68 Crores in the previous year.

 

(B) Consolidated - Financial Performance/ Financial Statements

The Company has One Associate Company viz. M/s Nahar Capital and Financial Services Limited as defined under the Companies Act, 2013. Pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company has consolidated the financial statements in respect of above said Associate Company for the financial year ended 31st March, 2023. The report on the performance and financial position of the Associate Company as per the Companies Act, 2013 in the Form AOC-1 is annexed to the Financial Statements for the year ended 31st March, 2023 as an Annexure.

On consolidated basis, Company earned a Total Income of Rs. 728.05 Crores as against Rs. 493.35 Crores showing an impressive increase of 47.57% over the previous year. The consolidated profit before tax is Rs. 41.92 Crores as against 114.36 Crores in previous year. The company could earn a net profit (including Share of Profit from Associates) of Rs. 43.20 Crores as against Rs. 97.71 Crores in the previous year.

 

TRANSFER TO RESERVE

The Company has transferred an amount of Rs. 2000 lakhs to the General Reserve during the year under review and thus Companys General Reserve stand increased to Rs. 24160.18 lakhs as on 31st

March, 2023.

 

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board after having regard to the performance for the year ended 31st March,2023 has recommended a dividend of Rs. 1.50/- per equity share of Rs 5/- each (i.e. @30%) out of the profits of the Company. The proposal is subject to the approval of the Shareholders at the ensuing Annual General Meeting scheduled to be held on 25th September, 2023. The dividend, if approved at the ensuing Annual General Meeting, will be paid out of profits of the Company to all those shareholders whose names shall appear in the Register of Members on 8th September, 2023 or Register of Beneficial Owners, maintained by the Depositories as at the close of 8th September, 2023. Further, as per the Finance Act, 2020 dividend income is taxable in the hands of members w.e.f. April 1,2020 and the Company is required to deduct tax at source (TDS) from the dividend payable to the members at the prescribed rates as per the Income Tax Act, 1961.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, top 1000 listed companies determined on the basis of Market Capitalization as at the end of the immediate financial year are required to formulate a dividend distribution policy. The Board of Directors in their meeting held on 31 May, 2021 has already approved and adopted dividend distribution policy to 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 is available on the website of the Company at http:// www.owmnahar.com/nahar_polyfilm/pdf/NPF- dividend_ distribution_policy.pdf

 

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 all dividends which remain unpaid / unclaimed for the period of seven consecutive years is required to be transferred by the Company to the Investor Education and Protection Fund (IEPF), established by Central Government of India. Further, unpaid / unclaimed dividend for the year 2015-16 will have to be transferred to Investor Education Protection Fund in November 2023. The Company has already sent letter/notice to the

shareholders informing them to claim the unclaimed dividend from the Company before transferring the same to the Investor Education and Protection Fund.

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

The Shareholders whose dividend / shares have been transferred to IEPF can reclaim their subjected dividend / shares by making an application to the IEPF Authority in web-form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. The concerned members/investors are advised to visit the web link: http://iepf.gov.in/IEPF/refund.html for refund of shares and / or dividend from the IEPF authority.

 

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements). The Company has received declarations from all the Independent Directors confirming that:

a) they meet the criteria of independence prescribed under the Section 149(6) of the Companies Act, 2013 and the Regulation 16 SEBI (Listing Obligation and Disclosure Requirements), as amended from time to time; and

b) they have registered their names in the Independent Directors’ Databank.

 

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Retirement of Directors

Pursuant to provisions of section 152(6) of the Companies Act, 2013 and Article 117 of Article

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 General Meeting and being eligible, offers themselves for re-appointment. The Board recommends their re-appointment to the members of the Company at the ensuing Annual General Meeting.

 

(B) Cessations /Appointments of Independent D i recto rs/Rea ppo i nt me nts

During the year under review, Dr. Vijay Asdhir (DIN: 06671174) Independent Director

resigned from the Company and his resignation was accepted by the Board of Directors in their meeting held on 23rd July, 2022. The Board places on record its appreciation for valuable services rendered by him. Dr. S.K. Singla DIN: 00403423), Dr. Yash Paul Sachdeva, (DIN: 02012337) and Dr. A.S. Sohi (DIN: 03575022) were relieved from office of Independent Directors on expiry of their Second term of appointment on the close of 25th September, 2022. Further, Dr. Anchal Kumar Jain (DIN: 09546925) was appointed as Independent Director of the Company w.e.f. 25th May, 2022 to hold office for five consecutive years for a term i.e. upto 24th May, 2027 and Dr. Rakesh Kumar Jindal (DIN: 03602606), Dr. Roshan Lal Behl (DIN: 06443747), Dr. Rajan Dhir (DIN: 09632451) and Dr. Prem Lata Singla (DIN: 09674172) were also appointed as Independent Directors of the Company w.e.f. 24th August, 2022 to hold office for five consecutive years for a term i.e. upto August 23, 2027.

Further, Dr. Manisha Gupta (DIN: 06910242) was re-appointed as Independent Directors of the Company w.e.f. 24th August, 2022 to hold office for five consecutive years for a term i.e. upto August 23, 2027.

 

(C) Key Managerial Personnel

During the year under Review, Mr Sambhav Oswal was designated as Managing Director of the Company vide shareholders Resolution dated 24th August, 2022.

Further, Ms. Disha Jindal resigned from the post of Company Secretary & Compliance Officer of the Company and her resignation was accepted by the Board of Directors in their meeting held on 10th November, 2022.

The Board places on record its appreciation for valuable services rendered by her. Further, Ms. Priya having membership no. A67573 of The Institute of Company Secretaries of India was appointed as Company Secretary & Compliance Officer of the Company effective from 10th November, 2022.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Sambhav Oswal (Managing Director), Mr. Satish Kumar Sharma (Executive Director), Mr. Rakesh Kumar Jain (Chief Financial Officer) and Ms. Priya (Company Secretary) are Key Managerial Personnel (hereinafter referred as KMP) of the Company for the Financial Year 2022-23.

 

BOARD EVALUATION

The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Performance Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.

The Board carried out a formal Annual performance evaluation of its own performance and that of its committees and individual Directors as per the criteria laid down 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 the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behaviour, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The outcome of the Board Evaluation for the Financial Year 2022-23 was discussed by the Nomination and Remuneration Committee at the meeting held on 30th May, 2023 and the Board at their meetings held on 30th May, 2023. The Board was satisfied with the

evaluation process and the approved the evaluation results thereof.

 

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 said regulations, the listed companies are required to formulate certain policies. As good corporate the company has already formulated several corporate governance policies and the same 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 with the new Regulations/ requirements.

The Company has adopted certain policies, the details of which are given hereunder:

Name of the Policy	Brief Description
Appointment & Remuneration Policy	Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. The Policy formulates the principle and criteria for determining qualification, competences, positive attributes, integrity and independence etc. for Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of directors, key manager personnel and other employees.
Corporate Social Responsibility Policy	Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Rules, 2014, as amended, 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 relating to promoting education, healthcare, environment, hunger, 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, 201 5 as amended from time to time, 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 Companys website and can be accessed at http://owmnahar.com/ nahar polyfilm/pdf/RPT-NAHAR-POLY. pdf
Risk Management Policy	As per the provisions of Regulation 21 of Management SEBI (Listing Obligation Disclosure Policy Requirements) (Second Amendment) Regulations, 2015, the Company falls under the top 1000 list of listed entities determined on the basis of market capitalization as at the end of immediate financial year. Accordingly, in compliance of the said LODR Regulations, company has constituted a Risk Management Committee to frame, implement and monitor the Risk Management plans for the company in their meeting held on May 25,2022.
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 30th 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 Companys 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	The Board of directors 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 10th February 2016. The Policy ensures protection, maintenance and of Companys disclosures, documents and records that are placed on Companys website i.e. www.owmnahar. com.
Board Diversity Policy	The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board Diversity Policy as per the recommendations of the Nomination and Remuneration Committee. The policy envisages of diversification of Companys 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 11th 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 11th 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.
Dividend Distribution Policy	The Board of Directors in their Meeting held on 31 st May, 2021 has approved and adopted the Dividend Distribution Policy, 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. As per the Market Capitalization, the Company has occupied the position in Top 1000 Companies which makes the Company compulsory to have Dividend Distribution Policy which is already adopted by the Company in the Board Meeting held on 31st May, 2021. The policy has been uploaded on Companys website and can be accessed athttp:// www.owmnahar.com/nahar_polyfilm/ pdf/ NPFdividend_distribution_policy.pdf

 

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation ofthe Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under section 178(3) of the Companies Act, 2013. The Objective of the Policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors meet independence of Directors. The present strength of the Board as on the date is 12 (twelve) Directors. Mr. Jawahar Lal Oswal is Non-Executive Chairman. He is also one of the promoters of the Company. Mr. Sambhav Oswal is Managing Director and Mr. Satish Kumar Sharma is Executive Director of the Company. There are Four Non-Executive Directors and Six Independent Directors out of which Dr. Manisha Gupta and Dr. Prem Lata Singla are Independent Woman Directors of the Company.

The Company’s Policy of appointment and Remuneration includes criteria for determining Qualification, Positive Attributes, Independence of Directors and Other 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, key managerial personnel and other employees. The Appointment and Remuneration policy of the Company is available on the Companys website and can be accessed at http://www.owmnahar. com/ nahar_polyfilm/pdf/NPFLAPPOINTMENTAND REMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last financial year. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

 

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors held

their meeting on November 9, 2022, without the attendance of Non Independent Directors and members of the management. All Independent Directors were present at the meeting and at the meeting, they:

i. Reviewed the performance of nonIndependent directors and the Board as a Whole;

ii. Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors;

iii. Assessed the quality and timeliness of the flow of information between the Company’s management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

 

FAMILIARISATION PROGRAMS FOR BOARD MEMBERS

The company at the time of appointing a Director, issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with all policies/guidelines as framed by the Company under various statutes and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to familiarize with Companys procedure and practices. Further, to update them on the regular basis, the Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. They were also informed regarding the recent amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI various regulations and recent amendments in the Companies Act, 2013. The details of Company’s Policy on Familiarization Programs for Independent Directors are posted on the website of the Company and can be assessed at http://www.owmnahar.com/ nahar_polyfilm/pdf/familiarization_program.pdf.

 

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors met Four times i.e. 25th May, 2022, 23rd July, 2022, 10th November, 2022 and 4th February, 2023 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was as per the period prescribed under the Companies

Act, 201 3.

 

RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacturing of Bi-Axially Oriented Polypropylene Films (BOPP) for which, sometimes the Company purchases Export Entitlement Licenses i.e DEpB, RODTEP Licenses from group company(s) which are in the ordinary course of business at Arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of interest with the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014. However, the transactions entered into with the Group Companies during the year under review, has been given 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 parties as referred in Section 188(1) of the Companies Act, 2013. Thus, the requirement for disclosure of particulars of contracts or arrangement with related parties referred to in Section 188(1) is not applicable. However, as per Companys policy, all the Group Companies transactions regarding sales/purchase etc. are placed before the Audit Committee as well as the Board, for their information and approval.

 

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

 

SHARE CAPITAL

The Paid up equity share capital of the Company as

on 31st March, 2023 is Rs. 1229.40 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights as to dividend, voting or otherwise nor granted stock options or sweat equity under any scheme.

 

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

 

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in the Annual Report.

 

CORPORATE SOCIAL RESPONSIBILITY

As reported in our earlier reports, Company adopted CSR Policy and decided to undertake CSR activity in collaboration with Group Companies under one umbrella i.e. through Oswal Foundation, which is a Registered Society formed in 2006, having its charitable objects in various fields. The detail of the CSR policy is available on the company’s website

i.e. www.owmnahar.com.

During the year under review, to meet its obligation of CSR under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was required to spend an amount of Rs. 148.34 Lakhs (being the 2% of the average net profits made during the three immediate preceding financial years on CSR activities. Further, the company has contributed an amount of Rs. 300 Lakhs to Oswal Foundation, a registered society with vide Registration No. CSR0000145 for undertaking CSR activities. The Foundation has undertaken Health Care Project. The companys total CSR Obligation for the year 2022-23 is Rs. 148.34 Lakhs only and thus the excess amount of Rs. 151.66 Lakhs will be set off against companys next years CSR obligation. The disclosure in respect of the existing CSR Activities pursuant to Section 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 hereto as "Annexure I" and forms part of this Report.

Committee	Compositions
Audit Committee	1. Dr. Roshan Lal Behl -Chairman 2. Mr. Dinesh Gogna -Member 3. Dr. Manisha Gupta -Member 4. Ms. Priya is the Secretary of the committee
Nomination and Remuneration Committee	1. Dr. Prem Lata Singla - Chairman 2. Dr. Manisha Gupta - Member 3. Dr. Rajan Dhir - Member
Stakeholder Relationship Committee	1. Dr Manisha Gupta -Chairman 2. Dr. Prem Lata Singla -- Member 3. Mr. Dinesh Gogna- Member
Corporate Social Responsible Committee	1. Mr. Dinesh Oswal- Chairman 2. Mr. Dinesh Gogna-Member 3. Dr. Prem Lata Singla -Member

 

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, Company has already constituted an Audit Committee consisting of three Non-executive Directors under the Chairmanship of Dr. Roshan Lal Behl, Mr. Dinesh Gogna and Dr. Manisha Gupta as members as on 31st March, 2023. During the year under review, Dr. Roshan Lal Behl and Dr Manisha Gupta, Independent Directors, were appointed as a Chairman /Member of the Audit Committee with effect from 24th August, 2022. Further, Dr. S.K. Singla and Dr. Yash Paul Sachdeva ceased to be the Member of the Committee Due to the expiry of their term on the close of 25th September, 2022. The members of the Audit Committee placed on record their appreciation towards valuable services rendered by Dr. S.K. Singla and Dr. Yash Paul Sachdeva during their tenure as a Chairman/ Member of the Audit Committee. Ms. Disha Jindal was the secretary of the committee, who resigned from the company on 31st August, 2022. Ms. Priya who was appointed as Company Secretary of the company w.e.f. 10th November, 2022 is also the Secretary of the committee w.e.f. 10th November, 2022. The Committee held four meetings during the year under review. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

 

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2013, the Company established a Vigil Mechanism process

as an extension of Company’s Code of Conduct whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the members of the Committee about unethical behaviour, actual or suspected, fraud or violation of Company’s Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/ Vigil Mechanism is also posted on Company’s Website. The Company has a dedicated e-mail address i.e. whistleblowernpfl@owmnahar.com for reporting the genuine concerns.

The Audit Committee regularly reviews the working of the Mechanism. No complaint was received 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 only one associate company i.e. M/s Nahar Capital and Financial Services Limited. No Company has become or ceased to be the Associate Company of the Company during the year under the review.

 

CREDIT RATING

We are pleased to inform you that M/s CARE Ratings has intimated the Company’s credit rating outlook through credit rating report in the month of 26th December, 2022 which is as under:

Facilities/Instru- ments	Ratingl	Rating Action
Long Term Bank Facilities	CARE A; STABLE (Single A; Outlook: Positive)	Revised; Outlook revised from Single A Minus to Positive
Short Term Bank Facilities	CAREA1 (A One)	Revised from CAREA2+

 

GREEN INITIATIVE

The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by

allowing paperless compliances by the Companies. Your Company has decided to join the MCA in its environmental friendly initiative.

Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D.R) with whom they are having Demat A/c. or send the same to the Company via e-mail at:-secnel@owmnahar.com or gredressalnpfl@owmnahar.com. We solicit your valuable co-operation and support in our endeavour 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 year 2023-24.

 

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 31st March, 2023, 96.79% of the total Equity Share Capital has been de-materialized. The shareholder(s) who has not dematerialized their shares till date are requested to opt for dematerialization of the shares at the earliest.

Further as per SEBI circular No. D CC/FITTC/ CIR-15/2002 DATED 27th December, 2002, your Company has appointed M/s Alankit Assignments Ltd.as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges,

Depository Participants and all other concerned are requested to send 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 Extension New Delhi-110055 Telephone No: 011-23541234 Fax No. :011-23552001 E-mail ID:rta@alankit.com

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

 

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to the requirements of the Companies Act, 2013.

 

THE DIRECTORS CONFIRM:

i) that in preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanations relating to material departures, if any;

ii) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the period;

iii) that they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting any fraud and other 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 the company and that such internal financial controls are adequate and are operating

effectively; and

vi) that the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

 

AUDITORS & AUDITORS INDEPENDENT REPORT

(A) Statutory Auditors

We wish to inform you that M/s YAPL & Co, Chartered Accountants, Firm Registration No (017800N), were appointed as Statutory Auditor of the Company by the Members, for a term of five years starting from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company in the calendar year 2027.

 

Audit Report

The Statutory Auditors have submitted the Audit Report on the Standalone as well as Consolidated Accounts of the Company for the Accounting year ended on 31st March, 2023. The observations and comments given by Auditors in their Report read together with the Notes to the Financial Statements are self explanatory and require no comments.

 

(B) Cost Auditors

We would like to inform you that the Ministry of Corporate Affairs vide its Notification dated 31st December, 2014 amended Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Company’s business activities have been included within the purview of Cost Audit requirement. Accordingly, the Board of Directors on the recommendation of Audit Committee appointed M/s Khushwinder Kumar & Associates, Cost Accountant, as Cost Auditors of the Company for financial year 2023-24 and has fixed a remuneration of Rs. 55000/- subject to the ratification of the members as per the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014, Accordingly, a resolution for the ratification of the remuneration of the Cost Auditor by the shareholders at the ensuing Annual General Meeting is being proposed for your approval.

 

(C) Secretarial Auditor

Pursuant to the provision of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company has appointed M/s. PS. Bathla & Associates, Practicing Company Secretary, having Certificate of Practice No. 2585 to conduct Secretarial Audit of the Company for the financial year 2023-24.

 

Secretarial Audit Report

M/s. PS. Bathla & Associates, Practicing Company Secretary have carried out the secretarial Audit for the financial year ended 31st March, 2023 and submitted their Secretarial Audit Report in the form MR-3 as annexed herewith this report as ‘Annexure II’ and forms part of this report.

The Report is self explanatory and requires no comments.

 

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards i.e SS1 and SS2 relating to Meeting of Board of Directors and General Meetings, respectively, issued by the institute of Company Secretaries of India.

 

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identify, evaluate manage and monitor all types of risks which are associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk management process 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 certain risks which may affect the performance of the Company. These include operational risks such as fluctuation in the prices of the raw materials fluctuation in foreign exchange rates, Labour problems, regulatory risks, Government Policy etc. We are of the opinion that none of identified risk is such that which may threaten the existence of the Company.

In compliance with the provisions of Regulation 21 of SEBI (LODR) (Second Amendment) Regulations, 2021 the company has also formed a Risk

Management Committee to frame, implement and monitor the risk management plans for the Company. The Risk Management Committee comprises of three Directors under the chairmanship of Mr. Sambhav Oswal, Managing Director and Dr. Anchal Kumar Jain and Dr. Prem Lata Singla, Independent Directors of the Company are other two members of the Committee. The Committee is responsible for monitoring and reviewing the risk management policies and ensuring its effectiveness. During the year under review, Dr. Prem Lata Singla an Independent Director was appointed as a Member of the Risk Management Committee with effect from 24th August, 2022. Further, Dr. S.K. Singla ceased to be the Member of the Committee due to the expiry of his term on 25th September, 2022.The members of the Risk Management Committee placed on record their appreciation towards valuable services rendered by Dr. S.K. Singla during his tenure as a Member of Committee.

 

INTERNAL FINANCIAL CONTROL AND SYSTEMS

The Company is maintaining an efficient and effective system of Internal Financial Control for the facilitation of speedy and accurate compilation of financial statements. The Company’s Internal Financial Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliances with procedures, laws and regulations.

The Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Company’s internal Financial Control system commensurate with the nature of its business and the size of its operations. In order to further strengthen the internal control system and to automate the various processes of the business, the company is making use of SAP S4 HANA application, which is based on SAP Hana database. It keeps all the data processing that is magnitude faster than that of disk based system, allowing for advanced, real time analytics.

Pursuant to the provisions of section 138 of the Companies Act, 2013 read 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. The Company is also having an

Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems.

Apart from the above, an Audit Committee consisting of three non-executive directors has been constituted. All the significant audit observation and follow up action thereon are taken care of by the Audit Committee. The Committee oversees the adequacy of Internal Control. The Audit Committee met four times during the financial year 2022-23. The Company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with 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 within the meaning of section 73 of the Companies Act, 2013 and the rules framed there under. There is no outstanding/unclaimed deposit from the Public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

1.	Deposits accepted during the year:	NIL
2.	Deposits remained unpaid or unclaimed as at the end of the year:	NIL
3.	Default in repayment of deposits and deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:	Not Applicable

 

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2022-23, the Company has not received any complaints on sexual harassment and hence, no compliant remains pending as on 31st March, 2023.

 

ANNUAL RETURN

As provided under Section 92(3) and 134(3) (a) of the Act, read with Rule 12 of Chapter VII,

Companies (Management and Administration) Amendment Rules,2020, Annual Return in Form MGT-7 for FY 2022-23 is uploaded on the website of the Company and can be accessed at http:// www.owmnahar.co m/nahar_polyfilm/annual-return. php

 

STATEMENT UNDER SECTION 197 OF THE COMPNIES ACT, 2013

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 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 any Holding Company. However, the details regarding remuneration received by Executive Director is also given in "Annexure III" and form part of this report.

Pursuant to the provisions of Section 197(1) of the Companies Act 2013 as amended from time to time,the Company got approval of shareholders vide special resolution passed in the 34th Annual General Meeting of the Company and redesignated Mr. Sambhav Oswal as an Managing Director w.e.f. 1st September, 2022 to 30th June, 2025 i.e. till the Completion of his present tenure. Mr. Sambhav Oswal is 30 years of age. He has done his graduation in Business Administration from University of Southern California, USA. Before joining the Company, he was employed with Nahar Spinning Mills Limited. He has business experience of more than 8 years in the areas of Marketing, Exports, Finance and Corporate Affairs. During the year under review, Mr. Sambhav Oswal, Managing Director of the Company has been paid a remuneration of Rs. 6,68,27,940/- (Rupees Six Crores Sixty Eight Lacs Twenty Seven Thousand Nine Hundred Forty Only) inclusive of commission. The commission amounting to Rs. 98,67,925/- (Ninety Eight Lacs Sixty Seven Thousand Nine Hundred Twenty Five only) pertaining to year 202223 has been paid in the financial year 2022-23. His shareholding in the Company is 27600 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 and Ms. Ritu Oswal, CSR Advisor of the Company.

No other employee was in receipt of remuneration exceeding the limits as provided under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

 

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The detailed information as required under section 134(3) of the companies Act, 2013 read 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. The company has already constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 as stipulated under the 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.

 

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the year under review as stipulated under the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as per ‘Annexure VII’ and forms the part of this Report.

 

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were 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 workers, staff members and executives for their contribution to the operations of the company. The directors also thank the Bankers, Financial Institutions for their continued support. The Directors appreciate and value the contribution made by every member in the Company.

 

FOR AND ON BEHALF OF THE BOARD

	Sd/-
	JAWAHAR LAL OSWAL
PLACE: LUDHIANA	(CHAIRMAN)
DATED: 9th August, 2023	DIN:00463866