<dhhead>DIRECTORS 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 Company's 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
companys 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 Company's 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 Companys 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 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 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 Company's 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
Company's shares and prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed |
Policy for Preservation of Documents |
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 Company's
disclosures, documents and records that are placed on Company's website i.e. www.owmnahar.
com. |
Board Diversity
Policy |
The Board of Directors in
their Meeting held on 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 Company's Board in respect of age, knowledge, experience
and expertise. |
Code of Fair Disclosures |
Pursuant to Regulation 8 of
SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors in their
held on 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 Company's 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 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 Company's 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 Companys 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 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 Company's 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 Companys 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 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 Company's 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 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 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
companys 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 company's 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 company's next
year's 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 Companys 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 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. 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
Companys 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 & AUDITOR'S 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 Companys 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 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 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 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 |