Nahar Polyfilms Ltd Directors Report.
The directors are pleased to present the companys Thirty-First Annual Report on the affairs of the Company along with the audited financial statements for the financial year ended 31st March, 2019.
FINANCIAL PERFORMANCE (STANDALONE AND CONSOLIDATED)
Your Companys Financial Performance during the year is summarized below:
(Rs. in Lacs)
|CURRENT YEAR||PREVIOUS YEAR||CURRENT YEAR||PREVIOUS YEAR|
|Less: Total Expenses||25518.04||25616.91||25518.04||25616.91|
|Profit Before Tax||1292.27||715.71||1193.10||616.54|
|Less: Current Tax||240.55||473.34||240.55||473.34|
|Net profit from continuing operations||910.72||509.52||1222.78*||1147.37*|
|Add: Other comprehensive Income/(loss)||(465.85)||(4430.87)||(1008.36)||(3926.08)|
|Profit/(Loss) for the period||444.87||(3921.35)||214.42||(2778.71)|
*Consolidated profit for the year includes Share of profit from Associates under equity method for the amount of Rs. 411.23 Lacs in Current Year and Rs. 737.02 lacs in the Previous Year.
INDIAN ACCOUNTING STANDARD
The Company has adopted Indian Accounting Standards (Ind AS) from 1st April, 2017 (transition date being 1st April, 2016). Accordingly, the financial statements have been prepared 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 other accounting principles generally accepted in India. For the financial year 2019-20, the financials of the company have been prepared as per Indian Accounting Standards (Ind AS).
OPERATIONAL REVIEW AND STATE OF AFFAIRS
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 as the main business activities of Company falls under single segment i.e. BOPP Films.
Further, pursuant to the requirement of section 129(3) of the Companies Act, 2013, the Company has also Consolidated the Financial Statements for the year ended 31st March, 2019 in respect of its Associate Company i.e. M/s Nahar Capital and Financial Services Limited. We would like to appraise you regarding the financial 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 on standalone basis, the Company has achieved a Total Income of Rs. 26,810.31 Lacs as against Rs. 26,332.62 Lacs showing a marginal increase of 1.81% over the previous year. The Company earned a Profit before tax of Rs. 1,292.27 Lacs as against Rs. 715.71 Lacs in the previous year, which is 80.56% more than the previous year. After providing provision for taxation (including deferred tax) of Rs. 381.55 Lacs, it earned a Net Profit of Rs. 910.72 Lacs in the current year as against Rs. 509.52 Lacs in the previous year showing an impressive increase of 78.74% over the period of one year. The company showed a good financial performance for the year ended 31st March, 2019.
CONSOLIDATED- FINANCIAL PERFORMANCE
On consolidated basis, the Company earned Total Income of Rs. 26,711.14 Lacs during the year under review as against Rs. 26,233.45 Lacs in the previous year. It earned a profit before tax of Rs. 1,193.10 Lacs as against Rs. 616.54 Lacs in the previous year after providing provision for taxation (including deferred tax) of Rs. 381.55 Lacs. It earned a Net Profit (including Share of Profit from Associates) of Rs. 1,222.78 Lacs as against Rs. 1,147.37 Lacs in the previous year.
TRANSFER TO RESERVE
The Company has not transferred any amount to the General Reserve and thus companys General Reserve stands on Rs.10160.18 Lacs on 31st March, 2019. However, after making adjustment of Dividend, Tax on Dividend and Adjustment of income tax for the year of an amount of Rs. 614.06 Lacs the balance in Retained Earnings/Surplus Account is Rs. 3642.44 Lacs as on 31st March, 2019.
The Board in its meeting held on 30th May, 2019 has recommended the dividend @ 10% i.e. (Rs. 0.50/- per Equity Share of 5/- each) on the paid up equity share capital of the company for the financial year ended 31st March, 2019. The proposal is subject to the approval of the Shareholders at the forthcoming annual general meeting to be held on 30th September, 2019. The total dividend declared (excluding dividend distribution tax) for the year ended 31st March, 2019 is Rs. 122.94 Lacs. The dividend, if approved at the forthcoming 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 13th September, 2019 or Register of Beneficial Owners, maintained by the Depositories as at the close of 13th September, 2019.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 all dividends which remain unpaid / unclaimed for the period of seven consecutive years are required 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. 2,94,859 (Two Lacs Ninety four Thousand Eight Hundred Fifty Nine only), being the amount of unclaimed dividend for the year 2010-11 to the Investor Education and Protection Fund.
Further, pursuant to section 124(5) of the Companies Act, 2013, unpaid / unclaimed dividend for the year 2011-12 shall be transferred to Investor Protection Fund in November, 2019. The Company had already issued letter(s) to the shareholders informing them to claim their unclaimed dividend from the Company before such transfer 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, 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, 79,010 (Seventy Nine Thousand Ten) equity shares of Rs 5/- each, were transferred to the DP/Client ID IN300708/10656671 opened in the name of the Investor Education and Protection Fund Authority. The details of the Shareholders whose shares have been transferred to the Demat account of IEPF Authority is also available on Companys 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 IEPF can reclaim their subjected dividend / shares by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. The Shareholders can also view the procedure at www.iepf.gov.in.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to provisions of section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Mr. Dinesh Oswal (DIN: 00607290) and Mr. Komal Jain (DIN: 00399948), 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 AnnualGeneral Meeting.
Mr. Satish Kumar Sharma (DIN: 00402712) who was appointed for a period of Three years w.e.f. 1st August, 2017 as Executive Director of the Company, is expiring on 31st July, 2020. The Board having regard to the overall growth of the Company under his leadership and on the recommendation of Nomination and Remuneration Committee has decided to re-appoint Mr. Satish Kumar Sharma (subject to the approval of the shareholders) as Executive Director for a further period of three years commencing from 1st August, 2020. The resolution for the same has been proposed for your approval in the accompanying Notice of the Annual General Meeting.
Mrs. Nidhi Khande, resigned from the post of Company Secretary & Compliance Officer and her resignation was accepted by the Board of Directors in their meeting held on 30th May, 2019. Further, Ms. Bhoomika having membership no. A58724 of The Institute of Company Secretaries of India was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 30th May, 2019. Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Satish Kumar Sharma (Executive Director), Mr. Rakesh Kumar Jain (Chief Financial Officer) and Mrs. Nidhi Khande (Company Secretary) are Key Managerial Personnel (hereinafter referred as KMP) of the Company for the Financial Year 2018-19.
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, behavior, 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 2018-19 was discussed by the Nomination and Remuneration Committee and the Board at their meetings held on 30th May, 2019.
The Board was satisfied with the evaluation process and the approved the evaluation results thereof.
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 Companys 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 here under:
|Name of the Policy||Brief Description|
|Appointment & Remuneration||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 a s r e c o m m e n d e d b y 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 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 Companys 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 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||Board of directors in their meeting held on 10th 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 10th February 2016. The Policy ensures protection, maintenance and archival 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 meeting 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 meeting 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.|
APPOINTMENT AND REMUNERATION POLICY
The Board on the recommendation of the 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 and Independent Directors to meet independence of Directors. The present Board consists of twelve directors. Mr. Jawahar Lal Oswal is Non-Executive Chairman. Mr. Satish Kumar Sharma is an executive director. There are five Non-Executive Directors and six Independent Directors out of which Dr. (Mrs.) Manisha Gupta is an Independent Woman Director on the Board. The Companys 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/NPFLAPPOINTMENTANDREMUNERATIONPOLICY.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 Companys Independent Directors held their meeting on 30th November, 2018, 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 non-Independent 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 Companys 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 Obligations 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 Companys Policy on Familiarisation Programs for Independent Directors are posted on the website of the Company and can be assessed at http://owmnahar.com /nahar_polyfilm/pdf/Familiarization-Program.pdf Besides, two interactive sessions were conducted during the year. First by Mr. Satish Kumar Singla, Director of the company on the topic of SEBI (Listing Obligations and Disclosure Requirements) Amendment Regulations, 2018 and Corporate Governance and second by Mr. P. S. Bathla, Practicing Company Secretary (the Secretarial Auditor of the company) on the topic of recent amendments in the Companies Act, 2013 and SEBI regulations.
NUMBER OF BOARD MEETINGS
During the year under review, the Board of Directors met four times i.e. 30th May, 2018, 6th August, 2018, 12th November, 2018 and 11th February, 2019 with a predefined agenda circulated well in advance. The intervening gap between 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 Oriented Polypropylene Films (BOPP) for which, sometimes the Company purchases DEPP Licenses from group company(s) which are in the ordinary course of business at Arms 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.
The Paid up equity share capital of the Company as on 31st March, 2019 is Rs. 1229.40 Lacs. 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 Companys 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 last report, the 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 details of the CSR policy are available on the companys website i.e. www.owmnahar.com 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.
As required under Section 177 of the Companies Act, 2013, the Board of Directors have already constituted Audit committee, consisting of Mr. Suresh Kumar Singla as Chairman, Dr. Vijay Asdhir and Mr. Dinesh Gogna, as members. Mrs. Nidhi Khande is the Secretary of the committee for the financial year 2018-19. She has resigned from the designation of Company Secretary w.e.f. 30th May, 2019 (As mentioned in para 10 of this report). The committee held four meetings during the year under review.
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 Companys Code of Conduct whereby any employee, director, customer, vendor etc., can report the genuine concerns or grievances to the members of the Committee about unethical behavior, actual or suspected, fraud or violation of Companys 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 Companys Website. The Company has a dedicated e-mail address i.e. firstname.lastname@example.org 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.
CONSOLIDATED 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, 2019. Further, a 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, 2019 as an Annexure.
We are pleased to inform that the Credit Analysis and Research (CARE) vide their letter dated 12th March, 2019 has re-affirmed the credit rating "CARE A-" for long term bank facilities and "CARE A2+" for the short term bank facilities of the Company. The rating "CARE A-" indicates stable and rating "CARE A2+" indicates strong degree of safety regarding timely payment of the financial obligations.
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 Meeting(s), 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.P.) with whom they are having Demat A/c. or send the same to the Company via e mail at:-email@example.com or firstname.lastname@example.org. We solicit your valuable co-operation 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 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 2019-20.
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, 2019, 95.59% 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) 3E/7, Alankit Heights, Jhandewalan Extension New Delhi-110055 Telephone No: 011-23541234 Fax No. :011-23552001 E-mail ID: email@example.com
SEBI vide its Gazetted notification dated June 08, 2018 amended the Regulation 40 (1) (b) of SEBI (LODR) Regulations, 2015 whereby it has been provided that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with the Depository.
In view of the above, members are hereby informed that requests for transfer of securities in physical form are not getting processed. Hence, all members who are holding equity shares in physical form are requested to go in for dematerialization of securities at the earliest. In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at Email ID: firstname.lastname@example.org 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 along with 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
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 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company in the calendar year 2022. As per the proviso of section 139(1) of the Companies Act, 2013, the matter relating to appointment of the Auditors was to be ratified by the Members at the every Annual General Meeting of the Company. The Ministry of Corporate Affairs vide its notification dated 07 May, 2018, has omitted the first proviso of section 139 of the principal Act in sub section (1). Accordingly the Board has not proposed any resolution for the ratification of Appointment of Auditors by the shareholders.
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, 2019. 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.
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 Companys business activities has 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 2019-20 and has fixed a remuneration of Rs. 45000/- 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, 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.
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. P.S. Bathla & Associates, Practicing Company Secretary, having Certificate of Practice No. 2585 to conduct Secretarial Audit of the Company for the financial year 2019-20.
M/s. P.S. Bathla & Associates, Practicing Company Secretary have carried out the secretarial Audit for the financial year ended 31st March, 2019 and submitted their Secretarial Audit Report in the format of 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.
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 oversee 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 manufacturing 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 which include petrol, 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.
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 Companys 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 Companys Internal Control System commensurate with the nature of its business and size of its operations. The Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Companys 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 Enterprise Resource Planning (ERP).
Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. Piyush Singla & Associates, a firm of Chartered Accountants as Internal Auditor of the Company for the financial year 2019-20. 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 2018-19. 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.
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:-I. Deposits accepted during the year: Nil II. Deposits remained unpaid or unclaimed as at the end of the year: Nil III. Default in repayment of deposits and deposits which are not in compliance with 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 there under. During the financial year 2018-19, the Company has not received any complaints on sexual harassment and hence, no compliant remains pending as on 31st March, 2019.
The Extract of Annual Return of the Company, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2018-19 in the Form MGT-9 has been uploaded on Companys website at http://www.owmnahar.com /nahar_polyfilm/pdf/Extract_of_Annual_Return_201 8-19.pdf
PARTICULARS OF EMPLOYEES
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 During the year under review, No employee of the Company 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 VI 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.
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.
FOR AND ON BEHALF OF THE BOARD
|JAWAHAR LAL OSWAL|
|PLACE : LUDHIANA||(CHAIRMAN)|
|DATED : 13TH AUGUST, 2019||DIN:00463866|