Report
Report
Report
F
POLY FILMS LIMITED
31
ANNUAL REPORT
2018-19
NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
private purpose shall be billed by the company. (Ten Percent) of the total share capital of the
h) Other perquisites will be provided as per Company may appoint a single person as proxy
company's rule.” and such person shall not act as a proxy for any
other person or shareholder.
“RESOLVED FURTHER THAT wherein any
Financial Year, the Company has no Profits or its 2 The Corporate members intending to send their
profits are inadequate, the Company may pay authorized representatives to attend the meeting
Mr. Satish Kumar Sharma, remuneration by way are requested to send to the Company, a certified
of salary, perquisites and other allowances not copy of the Board Resolution authorizing their
exceeding the ceiling limits as specified under representative to attend and vote on their behalf
Section II of Part II of Schedule V of the at the meeting.
Companies Act, 2013 (including any statutory 3 The Explanatory Statement pursuant to Section
modification(s) or re-enactment(s) thereof, for 102(1) of the Companies Act, 2013 relating to the
the time being in force) or such other limit as may Special Business to be transacted at the meeting
be prescribed by the Government from time to is annexed hereto and form part of this Notice.
time as minimum remuneration." 4 The Route Map to reach the venue of the Annual
"RESOLVED FURTHER THAT the Board of General Meeting including prominent land mark
Directors of the Company, be and are hereby for easy location is provided at the end of this
authorised to alter and vary the terms and Annual Report.
conditions of appointment and/or remuneration, 5. The Register of Members and Share Transfer
subject to the same not exceeding the limits Register of the Company shall remain closed
specified under Section 197, read with Schedule from 14th September, 2019 to 17th September,
V of the Companies Act, 2013 (including any 2019 (both days inclusive) for the purpose of
statutory modification(s) or re-enactment(s) equity dividend for the year ended 31st March,
thereof, for the time being in force) and do all 2019.
such acts and take all such steps as may be 6. The dividend on equity shares as recommended
necessary, proper or expedient to give effect to by the Board of Directors, if approved at the
above resolution.” Annual General Meeting will be paid to the
BY ORDER OF THE BOARD members, whose names appear in Register of
members as on 13th September, 2019 or Register
BHOOMIKA of beneficial owners, maintained by the
Dated : 13th August, 2019 (COMPANY SECRETARY) Depositories at the close of 13th September, 2019
REGD.OFFICE: 7. Pursuant to Section 124(5) of the Companies
376, Industrial Area-A,
Act, 2013 unclaimed dividends up to the financial
Ludhiana -141003 (India)
CIN: L17115PB1988PLC008820 year 2010-11 has been transferred to Investor
E-mail: secnel@owmnahar.com Education and Protection Fund. Further unpaid
dividend for the year 2011-12 is to be transferred
NOTES: to Investor Education and Protection Fund in
October, 2019. Shareholders who have not
1 A member entitled to attend and vote at the
encashed their dividend warrants relating to the
meeting is entitled to appoint a proxy to attend
said period are requested to claim the amount
and vote on a poll instead of himself / herself and
from the Company at the earliest.
such proxy need not be a member of the
company. Proxy in order to be effective must be Pursuant to Section 124(6) of the Companies
delivered at the registered office of the company, Act, 2013 read with rule 6 of Investor Education
not less than forty eight hours before the time of and Protection fund Authority (Accounting, Audit,
the meeting. The blank proxy form is enclosed. Transfer and Refund) Rules, 2016, as amended
A person can act as a proxy on behalf of from time to time, the Company has transferred
members not exceeding 50 (Fifty) and holding in all the shares (in respect of which dividend
the aggregate not more than ten percent of the remain unpaid or unclaimed for a period of seven
total share capital of the Company carrying consecutive years) to the demat account of IEPF
voting rights. A member holding more than 10% Authority as per applicable Rules. Details of
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NAHAR POLY FILMS LIMITED Annual Report 2019
shares transferred to the IEPF Authority are details along with 9 digits MICR code of their
available on the website of the Company and the Bank is updated in the records of the Depository
same can be accessed through the link: Participant (DP).The Members who hold the
http://owmnahar.com/nahar_polyfilm/Transfer- shares in physical form, should contact the
of-Equity-Shares-to-IEPF.php The said details Registrar & Transfer Agent or the Company in
have also been uploaded on the website of the this regard. In order to prevent fraudulent
IEPF Authority and the same can be accessed encashment of dividend warrants, members are
through the link: www.iepf.gov.in. requested to provide their correct bank account
The members may note that shares as well as details to their DP in case of electronic holding
unclaimed dividends transferred to IEPF and to the Registrar & Transfer Agent or the
Authority can be claimed back from IEPF Company in case of physical holding.
Authority. The concerned members/investors 11. The requirement to place the matter relating to
are advised to visit the weblink: http:// www. iepf. the Ratification of the appointment of Auditors by
gov.in/IEPFA/refund.html or contact the members at every Annual General Meeting has
Company for lodging claim for refund of shares done away with vide notification dated 7th May,
and / or dividend from the IEPF Authority. 2018 issued by the Ministry of Corporate Affairs,
8. In terms of the provisions of section 152 of New Delhi. Accordingly, no resolution is
the Companies Act, 2013, Mr. Dinesh Oswal and proposed for ratification of appointment of
Mr. Komal Jain, Directors retire by rotation at Auditors, who were appointed in the Annual
this Meeting and being eligible offers themselves General Meeting, held on 26th September, 2017.
for re-appointment. The Nomination and 12. Since, the Company's shares are in compulsory
Remuneration Committee and the Board of demat trading, to ensure better service and
Directors of the Company recommend their eliminating the risk of holding shares in physical
respective re-appointments. form, we request shareholders holding shares in
physical form to dematerialize their shares at the
9. SEBI vide its Gazette notification dated 8th June,
earliest.
2018 amended the Regulation 40(1)(b) of SEBI
(Listing Obligations and Disclosure Requireme 13. The documents referred to in Explanatory
nts) Regulations, 2015 whereby it has been Statement are open for inspection at the
provided that except in case of transmission or Registered Office of the Company on any
transposition of securities, requests for effecting working day (except Saturday and Holiday)
transfer of securities shall not be processed between 10:00 A.M. to 12:00 Noon upto the date
unless the securities held in dematerialized form of Annual General Meeting.
with the Depository. 14. With a view to using natural resources
The said amendment shall come into force on the responsibly, we request shareholders to update
one hundred and eightieth day from the date of its their email address with their Depository
publication in the Official Gazette. Participants to enable the Company to send
communications electronically.
In view of the above, members are hereby
15. The electronic copy of the Annual Report for the
informed that the requests for transfer of
year 2018-19 is being sent to all the members
securities in physical form shall not be processed
whose email IDs are registered with the
unless the securities are held in the
Company/Depository Participants for
dematerialized form with a Depository. Hence, all
communication purposes unless any member
members who are holding securities in physical
has requested for a hard copy of the same. The
form are requested to go in for dematerialization
members who have not registered their email
of securities at the earliest.
IDs, physical copy of the Annual Report is being
10. The Company provides the facility of paying sent in the permitted mode.
dividend through Electronics Clearing System
16. The members are requested to bring their
(ECS). The members desirous of availing the
attendance slip along with their copy of
facility of electronic credit of dividend are
Annual Report to the Meeting.
requested to ensure that their correct bank
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NAHAR POLY FILMS LIMITED Annual Report 2019
17. The members seeking any information with 23. Notice of the 31st Annual General Meeting and
regard to Annual Accounts at the time of meeting the Annual Report for the financial year 2018-
are requested to send their queries to the 19 will also be available on the Company's
Company at least 7 days before the date of website i.e. www.owmnahar.com. The above
meeting so as to enable the management to keep said Notice will also be available on the website
the relevant information ready. of CDSL. i.e. www.cdslindia.com
18. To avail the facility of nomination, Members are 24. The facility for voting via ballot paper shall also
requested to send us duly filled and signed be made available at the meeting and the
Nomination Form (Form No. SH-13). members attending the meeting who have not
casted their vote by remote e-voting shall be
19. The information required to be provided under able to exercise their right at the meeting.
Regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 25. The members who have casted their vote
regarding the Directors who are proposed to be already by remote e-voting prior to the meeting
re-appointed is given hereto and form part of this may also attend the meeting but shall not be
Notice. entitled to cast their vote again.
26. Instructions for shareholders Voting
20. The Securities and Exchange Board of India through electronic mode are as under:
(SEBI) has mandated the submission of the
Permanent Account Number (PAN) by every (i) The voting period begins on 27th September,
participant in the Securities market. The 2019 (9:00 A.M.) and ends on 29th September,
members holding shares in electronic form are 2019 (5:00 P.M.). During this period
therefore requested to submit their PAN to their shareholders' of the Company, holding shares
Depository Participant(s). The members holding either in physical form or in dematerialized
shares in physical form are required to submit form, as on the cut-off date (record date) of
their PAN details to the Registrar and Share Monday, 23rd September, 2019 may cast their
Transfer Agents, M/s. Alankit Assignments vote electronically. The e-voting module shall
Limited, Unit: Nahar Poly Films Limited, Alankit be disabled by CDSL for voting thereafter
Heights, 3E/7, Jhandewalan Extension, New (ii) Shareholders who have already voted prior to
Delhi-110055. the meeting date would not be entitled to vote at
21. The Register under Section 189(4) of The the meeting venue.
Companies Act, 2013 shall be produced at the (iii) The Shareholders should log on to the e-voting
commencement of the meeting and shall remain website www.evotingindia.com
open and accessible during the continuance of (iv) Click on "Shareholders" tab
the meeting.
(v) Now Enter your User ID
22. Pursuant to the provisions of Regulation 44 of
a. For CDSL: 16 digits beneficiary ID;
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as well as b. For NSDL: 8 Character DP ID followed by 8
Section 108 of the Companies Act, 2013 read Digits Client ID;
with the Rule 20 of the Companies (Management c. Members holding shares in Physical form
and Administration) Amendment Rules, 2015, should enter Folio No. registered with the
the Company is providing facility to members for Company.
voting by electronic means and the business
contained in this Notice shall be transacted (vi) Next enter the Image Verification as displayed
through such voting. For this purpose, the and Click on Login.
Company has engaged the services of (vii) If you are holding shares in demat form and had
M/s. Central Depositories Services (India) Ltd. logged on to www.evotingindia.com and voted
(CDSL) for providing evoting facility to enable the on an earlier voting of any company, then your
shareholders to cast their votes electronically. existing password is to be used.
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NAHAR POLY FILMS LIMITED Annual Report 2019
(viii) If you are a first time user follow the steps given (xi) For Members holding shares in physical form,
below: the details can be used only for e-voting on the
For members holding shares in Demat resolutions contained in this Notice.
and Physical Form (xii) Click on the EVSN for the relevant <NAHAR
PAN Enter your 10 digit alpha-numeric PAN POLY FILMS LIMITED> on which you choose
issued by Income Tax Department to vote.
(Applicable for both demat shareholders
(xiii) O n t h e v o t i n g p a g e , y o u w i l l s e e
as well as physical shareholders)
"RESOLUTION DESCRIPTION" and against
Members who have not updated their the same, the option "YES/NO" for voting.
PAN with the Company/Depository Select the option YES or NO as desired. The
Participant are requested to use the option YES implies that you assent to the
first two letters of their name and the Resolution and option NO implies that you
8 digits of the sequence number in dissent to the Resolution.
the PAN field. (Sequence number is
(xiv) Click on the "RESOLUTIONS FILE LINK" if you
printed on Address Slipas
wish to view the entire Resolution details.
provided with Annual Report)
In case the sequence number is less (xv) After selecting the resolution you have decided
than 8 digits enter the applicable to vote on, click on "SUBMIT". A confirmation
number of 0's before the number box will be displayed. If you wish to confirm
after the first two characters of the your vote, click on "OK", else to change your
name in CAPITAL letters. Eg. If your vote, click on "CANCEL" and accordingly
name is Ramesh Kumar with modify your vote.
sequence number 1 then enter (xvi) Once you "CONFIRM" your vote on the
RA00000001 in the PAN field. resolution, you will not be allowed to modify
Dividend Enter the Dividend Bank Details or Date of your vote.
Bank Birth (in dd/mm/yyyy format) as recorded (xvii) You can also take out print of the voting done
Details in your demat account or in the company by you by clicking on "Click here to print" option
or records in order to login. on the Voting page.
Date of If both the details are not recorded (xviii) If demat account holder has forgotten the
Birth with the depository or company changed password then Enter the User ID and
(DOB) please enter the member id/Folio the image verification code and click on Forgot
number in the Dividend Bank details Password & enter the details as prompted by
field as mentioned in instruction (v). the system.
(ix) After entering these details appropriately, click (xix) Shareholders can also cast their vote using
on "SUBMIT" tab. CDSL's mobile app m-Voting available for
(x) Members holding shares in physical form will android based mobiles. The m-Voting app can
then directly reach the Company selection be downloaded from Google Play Store. Apple
screen. However, members holding shares in and Windows phone users can download the
demat form will now reach 'Password Creation' app from the App Store and the Windows
menu wherein they are required to mandatorily Phone Store respectively. Please follow the
enter their login password in the new password instructions as prompted by the mobile app
field. Kindly note that this password is to be while voting on your mobile.
also used by the demat holders for voting for
(xx) Note for Non–Individual Shareholders and
resolutions of any other company on which
Custodians:
they are eligible to vote, provided that company
opts for e-voting through CDSL platform. It is a) Non-Individual shareholders (i.e. other
strongly recommended not to share your than Individuals, HUF, NRI etc.) and
password with any other person and take Custodian are required to log on to
utmost care to keep your password www.evotingindia.com and register
confidential.
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NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
M/s. Khushwinder Kumar & Associates Listed Companies (other than Nahar Poly
(Firm Registration No.000102) for conducting the Films Limited) in which Mr. Satish Kumar
Cost Audit of the Cost records of the Company for the Sharma holds Directorship, Chairmanship
financial year 2019-2020. and Membership of Board:
In accordance with the provisions of Section 148(3) Directorship of Board :
of the Companies Act, 2013 read with the
Sr. No. Name of the Company Status
Companies (Audit and Auditors) Rules, 2014, the
1. Nahar Spinning Mills Ltd. Director
remuneration as mentioned above, payable to the
2. Nahar Capital & Financial Director
Cost Auditors, as recommended by the Audit
Committee and approved by the Board of Director Service Limited
has to be ratified by the shareholders of the Chairmanship of Board Committees: NIL
Company. Member of Board Committees:
Accordingly, the consent and approval of the S.No. Name of the Committee Status
shareholders is being sought for passing an Ordinary company
Resolution as set out at the Item No. 5 of the Notice
1 Nahar Spinning Stakeholder's Member
for ratification of the remuneration payable to
Mills Limited Relationship
M/s. Khushwinder Kumar & Associates (Firm
Registration No.000102) for the financial year ended 2 Nahar Capital Audit Member
2019-20. and Financial Stakeholder's Chairman
Services Limited Relationship
None of the Directors of the Company, Key
Managerial Personnel of the Company or their Shareholding in the Company: NIL
relatives are in any way concerned or interested Disclosure of relationship between Directors
financially or otherwise in the aforesaid resolution. interse:
Your Directors recommend the resolution for your Mr. Satish Kumar Sharma is not related to any
approval. Director of the Company. Further, no Directors / Key
Managerial Personnel of the Company/their
ITEM NO. 6 relatives are in any way concerned or interested,
Mr. Satish Kumar Sharma was appointed as financially or otherwise, in the said resolution.
Executive Director of the company with effect from
The Resolution as given in the notice may also be
1st August, 2017 for 3 years. His tenure as Executive treated as an abstract of terms of Contract of
Director is expiring on 31st July, 2020. Mr. Satish Appointment under the provisions of Section 190 of
Kumar Sharma is of 67 years. He is MBA and having the Companies Act, 2013.
more than 37 years of experience as Corporate The Terms and conditions of appointment as set out
Executive. Having regard to his knowledge and in the draft agreement to be entered into between the
experience, it would be in the interest of the company Company and Mr. Satish Kumar Sharma, is available
to reappoint him as an Executive Director of the for inspection at the Registered Office of the
Company under the category of the Key Managerial Company.
Personnel. Your Directors recommend the resolution for your
The Board keeping in view the overall growth of the approval.
Company under his able and dynamic leadership
ADDITIONAL INFORMATION PURSUANT TO
and on the recommendation of Nomination and
REGULATION 36(3) OF THE SEBI (LISTING
Remuneration Committee subject to the approval of
O B L I G AT I O N S A N D D I S C L O S U R E
the shareholders has decided to reappoint him as
R E Q U I R E M E N T S ) R E G U L AT I O N S , 2 0 1 5
Executive Director for a period of 3 years
REGARDING DIRECTOR SEEKING
commencing from 1st August, 2020. Mr. Satish
REAPPOINTMENT
Kumar Sharma is eligible for re-appointment as
Executive Director and his remuneration and As required under the SEBI (Listing Obligations and
perquisites as set out in the resolution are in Disclosure Requirements) Regulations, 2015, the
accordance with the provisions of Schedule V read particulars of Directors who are proposed to be
re-appointed are given below:
with the Companies Act, 2013.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Green Initiative
The Ministry of Corporate Affairs (MCA) 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.
Henceforth, the Company proposes 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:- secnel@owmnahar.com or gredressalnpfl@owmnahar.com
We solicit your valuable co-operation and support in our endeavor to contribute
our bit to the environment.
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NAHAR POLY FILMS LIMITED Annual Report 2019
ended 31st March, 2019. The proposal is subject to available on Company's website http: // owmnahar.
the approval of the Shareholders at the forthcoming com/nahar_polyfilm/Transfer-of-Equity-Shares-to-
annual general meeting to be held on 30th IEPF.php and the same can be accessed through the
September, 2019. The total dividend declared link: www.iepf.gov.in.
(excluding dividend distribution tax) for the year The Shareholders whose dividend / shares have
ended 31st March, 2019 is Rs. 122.94 Lacs. been transferred to IEPF can reclaim their subjected
The dividend, if approved at the forthcoming Annual dividend / shares by making an application to the
General Meeting, will be paid out of profits of the IEPF Authority in e-Form IEPF-5 as per procedure
Company to all those shareholders whose names provided under Rule 7 of the IEPF Rules. The
shall appear in the Register of Members on 13th Shareholders can also view the procedure at
September, 2019 or Register of Beneficial Owners, www.iepf.gov.in.
maintained by the Depositories as at the close of 13th
September, 2019. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their
INVESTOR EDUCATION AND PROTECTION declaration to the Board that they fulfill all the
FUND requirements as stipulated in Section 149(6) of the
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 and Regulation 25 of the
Companies Act, 2013 read with IEPF Authority Listing Regulations.
(Accounting, Audit, Transfer and Refund) Rules,
2016 all dividends which remain unpaid / unclaimed APPOINTMENT OF DIRECTORS AND KEY
for the period of seven consecutive years are MANAGERIAL PERSONNEL
required to be transferred by the Company to the Pursuant to provisions of section 152(6) of the
Investor Education and Protection Fund (IEPF), Companies Act, 2013 and Article 117 of Article of
Government of India. Accordingly, the company has Association of the Company, Mr. Dinesh Oswal (DIN:
transferred an amount of Rs. 2,94,859 (Two Lacs 00607290) and Mr. Komal Jain (DIN: 00399948),
Ninety four Thousand Eight Hundred Fifty Nine only), will be retiring by rotation at the ensuing Annual
being the amount of unclaimed dividend for the year General Meeting and being eligible, offers
2010-11 to the Investor Education and Protection themselves for re-appointment. The Board
Fund. recommends their re-appointment to the members of
Further, pursuant to section 124(5) of the Companies the Company at the ensuing AnnualGeneral
Act, 2013, unpaid / unclaimed dividend for the year Meeting.
2011-12 shall be transferred to Investor Protection Mr. Satish Kumar Sharma (DIN: 00402712) who was
Fund in November, 2019. The Company had already appointed for a period of Three years w.e.f. 1st
issued letter(s) to the shareholders informing them to August, 2017 as Executive Director of the Company,
claim their unclaimed dividend from the Company is expiring on 31st July, 2020. The Board having
before such transfer to the Investor Education and regard to the overall growth of the Company under
Protection Fund. his leadership and on the recommendation of
Further, as per the provisions of Section 124(6) of the Nomination and Remuneration Committee has
Companies Act, 2013 read with the Investor decided to re-appoint Mr. Satish Kumar Sharma
Education and Protection Fund Authority (subject to the approval of the shareholders) as
(Accounting, Audit, Transfer and Refund) Rules, Executive Director for a further period of three years
2016, the shares on which dividend has been unpaid commencing from 1st August, 2020. The resolution
/unclaimed by the Shareholders for seven for the same has been proposed for your approval in
consecutive years or more are required to be the accompanying Notice of the Annual General
transferred to the Demat account of the IEPF Meeting.
Authority. Accordingly, in compliance of the Mrs. Nidhi Khande, resigned from the post of
provisions of the Act, 79,010 (Seventy Nine Company Secretary & Compliance Officer and her
Thousand Ten) equity shares of Rs 5/- each, were resignation was accepted by the Board of Directors
transferred to the DP/Client ID IN300708/10656671 in their meeting held on 30th May, 2019. Further,
opened in the name of the Investor Education and Ms. Bhoomika having membership no. A58724 of
Protection Fund Authority. The details of the The Institute of Company Secretaries of India was
Shareholders whose shares have been transferred appointed as Company Secretary & Compliance
to the Demat account of IEPF Authority is also
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NAHAR POLY FILMS LIMITED Annual Report 2019
Officer of the Company w.e.f. 30th May, 2019. Regulations, 2015. As per the said regulations, the
listed companies are required to formulate certain
Pursuant to the provisions of Section 203 of the
policies. As good corporate the company has already
Companies Act, 2013, Mr. Satish Kumar Sharma
formulated several corporate governance policies
(Executive Director), Mr. Rakesh Kumar Jain (Chief
and the same are available on the Company's
Financial Officer) and Mrs. Nidhi Khande (Company
website i.e. www.owmnahar.com. The said policies
Secretary) are Key Managerial Personnel
are reviewed periodically by the board to make them
(hereinafter referred as KMP) of the Company for the
in compliance with the new Regulations/
Financial Year 2018-19.
requirements.
BOARD EVALUATION The Company has adopted certain policies, the
The provisions of the Companies Act, 2013 and details of which are given here under:
Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Name of the Policy Brief Description
mandate that a Formal Annual Performance Appointment & Pursuant to the provisions of
Evaluation is to be made by Board of its own Remuneration Section 178 of the Companies
performance and that of its Committee and individual Act, 2013 read with SEBI
Directors. Schedule IV of the Companies Act, 2013 (LODR) Regulations, 2015, the
states that performance evaluation of the Board of Directors in their
Independent Director shall be done by Directors meeting held on 3rd February,
2015 approved the Policy for
excluding the Director being evaluated.
Appointment and Remuneration
The Board carried out a formal Annual performance of Directors, Key Managerial
evaluation of its own performance and that of its Personnel and other employees
as recommended by
committees and individual Directors as per the
Nomination and Remuneration
criteria laid down by the Nomination and Committee. The Policy
Remuneration Committee of the company and formulates the principle and
adopted by the Board. The evaluation was carried criteria for determining
out through a structured evaluation process to qualification, competences,
evaluate the performance of individual directors positive attributes, integrity and
including the Chairman of the Board. They were independence etc. for Directors,
evaluated on parameters such as their education, Senior Management Personnel
knowledge, experience, expertise, skills, behavior, including its Key Managerial
leadership qualities, level of engagement and Personnel (KMP) and
employees of the Company. The
contribution, independence of judgment, decision
Policy also laid down the criteria
making ability for safeguarding the interest of the for determining the
Company, stakeholders and its shareholders. The remuneration of directors, key
performance evaluation of the Independent managerial personnel and other
Directors was carried out by the entire Board. The employees.
performance evaluation of the Chairman and the
Non Independent Directors was carried out by the
Corporate Pursuant to the provisions of
Independent Directors. The outcome of the Board Section 135 of the Companies
Evaluation for the Financial Year 2018-19 was Social
Act, 2013 read with companies
discussed by the Nomination and Remuneration Responsibility
(Corporate Social
Committee and the Board at their meetings held on Policy Responsibility Policy Rules,
30th May, 2019. 2014, the CSR Committee
The Board was satisfied with the evaluation process formulated the CSR Policy
and the approved the evaluation results thereof. which was adopted by the
Board. The CSR policy outlines
CORPORATE POLICIES the various programmes/
projects/ activities to be
The Securities and Exchange Board of India (SEBI), undertaken by the Company as
on September 2, 2015, issued SEBI (Listing laid down in Schedule VII of the
Obligations and Disclosure Requirements) Companies Act, 2013.
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NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
Code of Fair Pursuant to Regulation 8 of change in the Policy since the last financial year. We
Disclosures SEBI (Prohibition of Insider affirm that the remuneration paid to the directors is as
Trading) Regulations, 2015, per the terms laid out in the Nomination and
the Board of Directors in their Remuneration Policy of the Company.
meeting held on 11th February, SEPARATE MEETING OF INDEPENDENT
2019 has approved and DIRECTORS
adopted the amended Code of The Company's Independent Directors held their
Practices and Procedure for meeting on 30th November, 2018, without the
Fair Disclosures of attendance of Non Independent Directors and
Unpublished Price Sensitive members of the management. All Independent
Information including the Directors were present at the meeting and at the
Policy for Legitimate purposes. meeting, they:
Code of Conduct Pursuant to Regulation 9 of i. Reviewed the performance of non-Independent
to regulate, SEBI (Prohibition of Insider directors and the Board as a Whole;
monitor and Trading) Regulations, 2015, ii. Reviewed the performance of the Chairperson
report trading by the Board of Directors in their of the Company, taking into account the views of
Designated meeting held on 11th February, Executive Directors and Non Executive
Persons and its 2019 has approved and Directors;
iii. Assessed the quality and timeliness of the flow
immediate adopted the Code of Conduct
of information between the Company's
relatives to regulate, monitor and report management and the Board which is necessary
trading by Designated Persons for the Board to effectively and reasonably
and its immediate relatives of perform their duties.
designated persons.
FAMILIARISATION PROGRAMS FOR BOARD
APPOINTMENT AND REMUNERATION POLICY MEMBERS
The Board on the recommendation of the The company at the time of appointing a Director,
Nomination and Remuneration Committee has issues a formal letter of appointment which inter alia,
framed a policy for Appointment and Remuneration explains the role, functions, duties and
of Directors, Senior Management and other responsibilities expected from him/her as a Director
employees as provided under section 178(3) of the of the Company. All Independent Directors are
Companies Act, 2013. The Objective of the Policy is provided with all policies/guidelines as framed by the
to have an appropriate mix of Executive and Company under various statutes and SEBI (Listing
Independent Directors to meet independence of Obligations and Disclosure Requirements)
Directors. The present Board consists of twelve Regulations, 2015 to familiarize with Company's
directors. Mr. Jawahar Lal Oswal is Non-Executive procedure and practices. Further, to update them on
Chairman. Mr. Satish Kumar Sharma is an executive the regular basis, the Company provides copies of all
director. There are five Non-Executive Directors and amendments in Corporate Laws, Corporate
six Independent Directors out of which Dr. (Mrs.) Governance Rules and SEBI (Listing Obligations
Manisha Gupta is an Independent Woman Director and Disclosure Requirements) Regulations, 2015.
on the Board. They were also informed regarding the recent
amendments in SEBI (Listing Obligations and
The Company's Policy of appointment and
Disclosure Requirements) Regulations, 2015, SEBI
Remuneration includes criteria for determining
various regulations and recent amendments in the
Qualification, Positive Attributes, Independence of
Companies Act, 2013. The details of Company's
Directors and Other matters, as required under sub
Policy on Familiarisation Programs for Independent
section 3 of Section 178 of the Companies Act, 2013.
Directors are posted on the website of the Company
The Policy also laid down the criteria for determining
and can be assessed at http://owmnahar.com
the remuneration of directors, key managerial
/nahar_polyfilm/pdf/Familiarization-Program.pdf
personnel and other employees. The Appointment Besides, two interactive sessions were conducted
and Remuneration policy of the Company is during the year. First by Mr. Satish Kumar Singla,
available on the Company's website and can be Director of the company on the topic of SEBI (Listing
accessed at http : // www . owm nahar . com / nahar _ Obligations and Disclosure Requirements)
p o l y f i l m / p d f / N P F L A P P O I N T M E N TA N D Amendment Regulations, 2018 and Corporate
REMUNERATIONPOLICY.pdf. There has been no
13
NAHAR POLY FILMS LIMITED Annual Report 2019
15
NAHAR POLY FILMS LIMITED Annual Report 2019
Further as per SEBI circular No. D & CC/FITTC/CIR- Company for the period;
15/2002 DATED 27th December, 2002, your Company iii) that they have taken proper and sufficient care
has appointed M/s Alankit Assignments Ltd. as for maintenance of adequate accounting records
Registrar for Share Transfer and Electronic in accordance with provisions of the Companies
connectivity. Accordingly all the shareholders, Act, 2013 for safeguarding the assets of the
Investors, Members of the Stock Exchanges, Company and for preventing and detecting any
Depository Participants and all other concerned are fraud and other irregularities;
requested to send all communication in respect of iv) that the Annual Accounts have been prepared on
share transfer, demat/remat, change of address etc. to a going concern basis;
our registrar at below mentioned address: v) that the Directors had laid down internal financial
controls to be followed by the company and that
M/s Alankit Assignments Ltd.
such internal financial controls are adequate and
(Unit: Nahar Poly Films Limited)
are operating effectively; and
3E/7, Alankit Heights,
vi) that the directors had devised proper systems to
Jhandewalan Extension
ensure compliances with the provisions of all
New Delhi-110055
applicable laws and that such systems are
Telephone No: 011-23541234
adequate and operating effectively.
Fax No. :011-23552001
E-mail ID: rta@alankit.com AUDITORS & AUDITOR'S INDEPENDENT REPORT
SEBI vide its Gazetted notification dated June 08,
STATUTORY AUDITORS
2018 amended the Regulation 40 (1) (b) of SEBI
(LODR) Regulations, 2015 whereby it has been We wish to inform you that M/s YAPL & Co,
provided that except in case of transmission or Chartered Accountants, Firm Registration No
transposition of securities, requests for effecting (017800N), were appointed as Statutory Auditor of
transfer of securities shall not be processed unless the Company by the Members, for a term of five
the securities are held in dematerialized form with years starting from the conclusion of the 29th Annual
the Depository. General Meeting till the conclusion of the 34th Annual
In view of the above, members are hereby informed General Meeting of the Company in the calendar
that requests for transfer of securities in physical year 2022. As per the proviso of section 139(1) of the
form are not getting processed. Hence, all members Companies Act, 2013, the matter relating to
who are holding equity shares in physical form are appointment of the Auditors was to be ratified by the
requested to go in for dematerialization of securities Members at the every Annual General Meeting of the
at the earliest. Company. The Ministry of Corporate Affairs vide its
In case any query/complaint remains unresolved notification dated 07 May, 2018, has omitted the first
with our Registrar please write to Company proviso of section 139 of the principal Act in sub
Secretary at Email ID: secnel@owmnahar.com or at section (1). Accordingly the Board has not proposed
the Registered Office of the Company any resolution for the ratification of Appointment of
DIRECTORS RESPONSIBILITY STATEMENT Auditors by the shareholders.
Your Directors would like to assure the Members that AUDIT REPORT
the financial statements for the year under review, The Statutory Auditors have submitted the Audit
confirm in their entirety to the requirements of the Report on the Standalone as well as Consolidated
Companies Act, 2013. Accounts of the Company for the Accounting year
The Directors Confirm: ended on 31st March, 2019. The observations and
i) that in preparation of the Annual Accounts, the comments given by Auditors in their Report read
applicable accounting standards had been together with the Notes to the Financial Statements
followed along with proper explanations relating are self explanatory and require no comments.
to material departures, if any;
ii) that they had selected such accounting policies COST AUDITORS
and applied them consistently and made We would like to inform you that the Ministry of
judgments and estimates that are reasonable Corporate Affairs vide its Notification dated 31st
and prudent so as to give a true and fair view of December, 2014 amended Companies (Cost
the state of affairs of the Company at the end of Records and Audit) Rules, 2014, pursuant to which,
the financial year and of the profit and loss of the the Company's business activities has been
included within the purview of Cost Audit
16
NAHAR POLY FILMS LIMITED Annual Report 2019
17
NAHAR POLY FILMS LIMITED Annual Report 2019
18
NAHAR POLY FILMS LIMITED Annual Report 2019
Annexure- I
6. Reasons for not spending the two percent of the average net profits of the last three financial years:
Not Appilcable
7. A responsibility statement of the CSR Committee: The members of the CSR Committee hereby states that the
implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
Sd/-
PLACE: LUDHIANA DINESH OSWAL
DATE : 13TH AUGUST, 2019 DIRECTOR/ CHAIRMAN (CSR COMMITTEE)
DIN : 00607290
19
NAHAR POLY FILMS LIMITED Annual Report 2019
Annexure-II
To
The Members,
Nahar Poly Films Ltd.
376, Industrial Area A,
Ludhiana Punjab-141003
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by M/s Nahar Poly Films Ltd (hereinafter called the company). Secretarial Audit was conducted in a
manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
my opinion thereon.
Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the
company and also the information provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the
financial year 1st April, 2018 to 31st March, 2019 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the
reporting made hereinafter:
1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s Nahar
Poly Films Ltd ("The Company") for the financial year ended on 31st March, 2019 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
(Not Applicable as the Company has not issued any shares during the year under review)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(Not Applicable as the Company has not issued any shares/options to directors/ employees under the said
guidelines/regulations during the year under review)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(Not Applicable as the Company has not issued Debt Securities during the Audit Period under review)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during
the financial Year under review)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(Not applicable to the Company during the Audit period as there was no event in this regard)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.
(Not applicable as the Company has not bought back/propose to buy-back any of its securities during the
financial year under review)
VI The Company has informed that there are no Sector Specific laws which are applicable to the Company.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
(ii) The SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015.
20
NAHAR POLY FILMS LIMITED Annual Report 2019
I Report that during the period under review the Company has complied with the provisions of the Acts, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
2. I further report that
= The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act
Adequate
= notices are given to all directors to schedule the Board Meetings, Agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions
= at Board Meetings and Committee Meetings have been carried out unanimously as recorded in the
minutes of the meetings of Board of Directors and Committee of the Board, as case may be.
I further report that based on the information received and records maintained there are adequate systems and processes
in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
For P S Bathla & Associates
Parminder Singh Bathla
Place: Ludhiana Company Secretary
Date : 13th August, 2019 FCS No. 4391
C.P No. 2585
SCO-6, Feroze Gandhi Market
Ludhiana
Note: This Report is to be read with my Letter of even date which is annexed as Annexure A and forms an integral
part of this report.
‘Annexure A'
To
The Members,
Nahar Poly Films Limited
376, Industrial Area A
Ludhiana, Punjab- 141003
My report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to
express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a reasonable
basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, I have obtained the Management representation about the Compliance of laws, rules and
regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the
responsibility of management. My examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
21
NAHAR POLY FILMS LIMITED Annual Report 2019
Annexure-III
A. DETAILS PERTAINING TO REMUNERATION AS ii) The median remuneration of employees of the
REQUIRED UNDER SECTION 197(12) OF THE company during the financial year 2018-19 was
Rs. 236260/-.
COMPANIES ACT, 2013 READ WITH RULE 5(1) OF
iii) In the financial year, there was an increase of 5.18% in
T H E C O M PA N I E S ( A P P O I N T M E N T A N D
the median remuneration of employees.
REMUNERATION OF MANAGERIAL PERSONNEL )
iv) There were 181 permanent employees on the rolls of
RULES, 2014
company as on 31st March, 2019.
(i) The percentage increase in remuneration of each v) Average percentage increase made in the salaries of
Director, Chief Financial Officer and Company Secretary employees other than the managerial personnel in the
during the financial year 2018-19, ratio of the last financial year 2018-19 was 8.43% whereas
remuneration of each Director to the median average percentage increase in the managerial
remuneration of the employees of the Company for the remuneration in the last financial year 2018-19 was
financial year 2018-19 and the comparison of 12.47%.
remuneration of each Key Managerial Personnel (KMP) vi) It is hereby affirmed that the remuneration paid is as
against the performance of the Company are as under: per the Appointment and Remuneration Policy of the
Company for Directors, Key Managerial Personnel
and other Employees.
B. DETAILS OF TOP TEN EMPLOYEES OF THE
COMPANY IN TERMS OF SALARY DRAWN AS
REQUIRED UNDER RULE 5(2) OF THE
C O M PA N I E S ( A P P O I N T M E N T A N D
REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:
*Except Sh. S.K. Sharma, Executive Director of the JAWAHAR LAL OSWAL
Company, all other directors are paid only sitting fees for PLACE: LUDHIANA (CHAIRMAN)
attending the Board Meeting. DATED: 13TH AUGUST, 2019 DIN: 00463866
22
NAHAR POLY FILMS LIMITED Annual Report 2019
Annexure-IV
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014)
Annexure-V
CORPORATE GOVERNANCE REPORT
I. COMPANY'S PHILOSOPHY ON CORPORATE Executive Chairman. He is also one of the
GOVERNANCE promoters of the Company. Accordingly, in
compliance with Regulation 17(1)(b) of SEBI
Your company continues to practice the principle of (Listing Obligations and Disclosure
good Corporate Governance. It is company's firm Requirements) Regulations, 2015, the
belief that good Corporate Governance is a key to Company's Board consisting of half of the Board
success of business. The company's philosophy as Independent Non-Executive Directors namely:
envisages an attainment of highest level of the Dr. Amrik Singh Sohi, Dr. Inder Mohan Chhibba,
transparency and accountability in its operations Dr. Suresh Kumar Singla, , Dr. Yash Paul
so that company's goal of creation and Sachdeva, Dr. Vijay Asdhir and Dr. (Mrs.)
maximization of wealth of the shareholders could Manisha Gupta. Mr. Dinesh Oswal, Mr. Kamal
be achieved. Moreover Good Corporate Oswal, Mr. Dinesh Gogna and Mr. Komal Jain are
Governance practices ensure that Company gain
other Non-executive Directors of the Company.
as well retain the trust of Shareholders. The SEBI
Dr. (Mrs.) Manisha Gupta is an Independent
(Listing Obligations and Disclosure Requirements)
Woman Director of the Company. Thus, the
Regulations, 2015 (hereinafter referred to as "SEBI
Company has complied with the Regulation 17 of
LODR Regulations, 2015") incorporate certain
SEBI (Listing Obligations and Disclosure
mandatory disclosure requirements which shall be
Requirements) Regulations, 2015.
made with regard to Corporate Governance (Part C
of Schedule V). Further, the SEBI vide its circular b. Board Meetings held and dates on which held:
dated 9th May, 2018 has amended few Regulations As per the provisions of Section 173 of the
of SEBI LODR Regulations, 2015, through SEBI Companies Act, 2013 and the rules made
LODR (Amendment) Regulations, 2018, which are thereunder, read with SEBI (Listing Obligations
applicable as specifically provided in these and Disclosure Requirements) Regulations,
Regulations (SEBI LODR (Amendment) 2015, every company is required to hold
Regulations, 2018) and they shall come into force minimum number of four meetings of its Board of
w.e.f. 1st April, 2019. Accordingly, we are pleased to Directors every year in such a manner that not
report on the corporate governance as hereunder:- more than one hundred and twenty days shall
II. BOARD OF DIRECTORS intervene between two consecutive meetings of
the Board. We are pleased to report that the
a. Board Composition: Company held Four Board Meetings during the
Your Management believe that well informed and year. i.e. on 30th May, 2018, 6th August, 2018, 12th
Independent Board is necessary to ensure high November, 2018 and 11th February, 2019 with a
standard of Corporate Governance. The clearly defined agenda and has thus, complied
Regulation 17 of SEBI (Listing Obligations and with the said provisions of the Act. The agenda
Disclosure Requirements) Regulations, 2015 along with the explanatory notes were circulated
prescribe that the Board of the Company should to the directors well in advance. Every Board
have the optimum combination of executive and member could suggest the inclusion of additional
non-executive directors with at least one woman items in the agenda. All the Directors striven to be
director. Provided where the regular non-executive present at the Board Meetings.
Chairperson is promoter of the listed entity or is
related to any promoter then at least half of the The last Annual General Meeting held on 28th
Board of Directors shall consist of Independent September, 2018 for the Financial Year 2017-18.
Directors. c. Details of Attendance of Directors at the Board
We are pleased to inform that Company's Board is Meetings and Last Annual General Meeting:
an optimal mix of Executive, Non-Executive and The participation of Non-Executive Directors and
Independent Directors so as to maintain its Independent Directors has been active in the
independence in Governance and Management of Board Meetings. The Attendance record of
the Company. The present strength of the Board as directors in the Board Meeting and the last Annual
on 31st March, 2019 is 12 (Twelve) Directors. General Meeting held during the year 2018-19 is
Mr. Satish Kumar Sharma is Executive Director of given here under:
the Company. Mr. Jawahar Lal Oswal is Non-
24
NAHAR POLY FILMS LIMITED Annual Report 2019
Name of Category No. of No. of Committee No. of Last No. of Directorship in other Listed Entities
Directors Directorship position held in other Meetings AGM Shares
in other Public Public Companies attended Attended Held
Companies Member Chairman Name Category
Mr. Jawahar Non-Executive 9 -- -- 4 No -- 1. Nahar Industrial Director
Lal Oswal Promoter Enterprises Limited
2.Nahar Spinning Mills Ltd.
3.Nahar Capital and
Financial Services Limited
4.Monte Carlo Fashions
Limited
Mr. Dinesh Non-Executive 9 -- -- 4 Yes 105273 1 Nahar Industrial Director
Oswal Promoter Enterprises Limited
2.Nahar Spinning Mills Ltd.
3.Nahar Capital and
Financial Services Limited
Mr. Kamal Non-Executive 9 1 0 4 Yes 31500 1. Nahar Industrial Director
Oswal Promoter Enterprises Limited
2.Nahar Spinning Mills Ltd.
3.Oswal Leasing Limited
4.Nahar Capital and
Financial Services Limited
Mr. Satish Executive 2 2 1 4 Yes -- 1.Nahar Spinning Mills Ltd. Director
Kumar Sharma 2.Nahar Capital and
Financial Services Limited
Mr. Dinesh Non-Executive 9 4 2 4 Yes 2127 1.Nahar Spinning Mills Ltd. Director
Gogna 2.Nahar Capital and
Financial Services Ltd.
3. Nahar Industrial
Enterprises Limited
4.Monte Carlo Fashions Ltd.
5.Oswal Leasing Limited
Mr. Komal Jain Non-Executive 8 -- -- 4 Yes -- --
Dr. Amrik Singh Non-Executive 4 1 1 3 Yes -- 1.Nahar Industrial Independent
Sohi Independent Enterprises Limited Director
2.Nahar Spinning Mills Ltd.
3.Nahar Capital and
Financial Services Limited
4.Monte Carlo Fashions Ltd
Dr Inder Mohan Non-Executive -- -- -- 4 Yes -- --
Chhibba Independent
Dr. Suresh Non-Executive 5 4 2 2 Yes -- 1.Nahar Industrial Independent
Kumar Singla Independent Enterprises Limited Director
2.Nahar Spinning Mills Ltd.
3. Nahar Capital and
Financial Services Limited
4.Monte Carlo Fashions Ltd.
26
NAHAR POLY FILMS LIMITED Annual Report 2019
27
NAHAR POLY FILMS LIMITED Annual Report 2019
the Members at the meetings held during the (iii) Disclosures with respect to remuneration:
year 2018-19 is as follow:- All the non-executive directors of the Company
Name of the No. of No. of are paid sitting fees for attending Board Meeting.
Member meetings held meeting attended Mr. Satish Kumar Sharma being the Executive
Dr. S.K. Singla 2 0 Director of the Company has been paid
Dr. Manisha Gupta 2 2 remuneration pursuant to the provisions of
Mr. Komal Jain 2 2
Section 197 read with Schedule V of the
Companies Act, 2013. The disclosure in respect
d. Performance Evaluation Criteria for
of remuneration paid to Mr. Satish Kumar
Independent Directors:
Sharma is as detailed below:
The performance evaluation criteria for
Independent Directors are determined by the (iv) Elements of remuneration package
Nomination and Remuneration Committee. An The elements of remuneration package paid to
indicative list of parameters for evaluation Mr. Satish Kumar Sharma, Executive Director of
includes education, knowledge, experience, the Company during the year 2018-19 is as
expertise, skills, behavior, leadership qualities, follows:
level of engagement and contribution, Name of the Salary Benefits Bonus Stock Pension Total
Director Options
independence of judgement, ability to Mr. Satish 24,60,925 -- -- -- -- 24,60,925
communicate effectively with other board Kumar Sharma
members and Management, effective decision
making ability for safeguarding the interest of the (v) D e t a i l s o f f i x e d c o m p o n e n t s a n d
Company, stakeholders and its shareholders. performance linked incentives, along with
e. Remuneration of Directors performance criteria: The remuneration of
(i) Pecuniary relationship or transactions of the Executive Director of the Company comprises of
Non-executive Directors vis-à-vis the fixed component only i.e. salary, perquisites and
Company: retirement benefits. He is not entitled to any
None of the Non-Executive Director has any performance linked incentives. The
pecuniary relationships or transactions vis-à-vis remuneration of Executive Director is
the Company. recommended by the Nomination and
(ii) Criteria of making payment to Non-executive Remuneration Committee and approved by
Directors: Board of Directors and shareholders of the
The Non-Executive Directors are paid Company.
remuneration in the form of sitting fee of (vi) Service contracts, Notice period and
Rs. 10,000/- per meeting for attending the Severance fees
Board Meeting of the Company. The detail of The tenure of office of Executive Director is for
sitting fee paid to Non executive Directors are three years from the respective date of
during the year 2018-19 is as follows: appointment and can be terminated by either
party by giving one month notice in writing.
Name of Director Sitting Fee (Rs.) There is no separate provision for payment of
Mr. Jawahar Lal Oswal 40000 severance fees.
Mr. Dinesh Oswal 40000 (vii) Stock option details
Mr. Kamal Oswal 40000 None of the Non-Executive Director has been
Mr. Dinesh Gogna 40000 granted any stock option by the Company.
Mr. Komal Jain 40000 3. STAKEHOLDERS RELATIONSHIP COMM ITTEE
Dr. Amrik Singh Sohi 30000
a. Brief Description of Terms of Reference:
Dr Inder Mohan Chhibba 40000
Pursuant to the provisions of Section 178 of the
Dr. Suresh Kumar Singla 20000 Companies Act, 2013 and Regulation 20 of the
Dr. Yash Paul Sachdeva 40000 SEBI LODR Regulations, 2015, the Board has
Dr. Vijay Asdhir 40000 constituted the Stakeholders' Relationship
Dr. (Mrs.) Manisha Gupta 40000 Committee. The Committee looks into the
TOTAL 4,10,000 complaints/grievances of shareholders in
28
NAHAR POLY FILMS LIMITED Annual Report 2019
respect of transfer/transmission of shares, Non No. of complaints received during the year: 07
receipt of Dividend, Share Certificates, and No. of complaints resolved during the year: 07
Annual Reports etc. and recommends No. not solved to the satisfaction of shareholder:NIL
measures for improving the quality of investor No. of complaints pending as on 31st March, 2019:
service. The Committee also oversees the NIL
performance of M/s Alankit Assignments Ltd. f. Dedicated e-mail for Investor Grievance: To
the Registrar and Transfer Agent of the enable investors to register their grievances, the
Company. The main objective of the committee Company has designated an exclusive E-mail
is to assist the Board and Company in ID. i.e. gredressalnpfl@owmnahar. com.
maintaining healthier relationship with all 4. SHARE TRANSFER COMMITTEE
stakeholders. The company has also constituted a share
b. Composition: transfer committee comprising of 4 members
The Stakeholders' Relationship Committee under the Chairmanship of Mr. Dinesh Oswal,
comprised of three Non-Executive directors Director of the Company. Mr. Dinesh Gogna and
under the Chairmanship of Dr. (Mrs.) Manisha Mr. Komal Jain, Directors of the Company and
Gupta, who is Woman Independent Director. Mr. Mrs Nidhi Khande, Company Secretary of the
Komal Jain, a Non-Executive Director and Company are the members of the committee for
Dr. A. S. Sohi, an Independent Director are the financial year 2018-19. The committee is
thetwo other members of the Committee. responsible for approving the transfer and
c. Meetings and Attendance transmission of securities, dematerialization of
The Committee met four times during the year. shares, issuance of duplicate share certificates
i.e. on 29th May, 2018, 6th August, 2018, 12th and other shareholders related issues. The
November, 2018 and 11th February, 2019. The committee met twenty four times during the
attendance record of members at the meetings period April, 2018 to March, 2019 i.e. 16th April,
held during the year 2018-19 is as follow:- 2018, 30th April, 2018, 15th May, 2018, 31st May,
2018, 15th June, 2018, 30th June, 2018, 16th July,
Name of the No. of No. of meetings
Member meetings held attended 2018, 31st July, 2018, 16th August, 2018, 31st
Dr. Manisha Gupta 4 4 August, 2018, 11th September, 2018, 29th
Mr. Komal Jain 4 3 September, 2018, 15th October, 2018, 31st
Dr. A. S. Sohi 4 3 October, 2018, 12th November, 2018, 30th
November, 2018, 15th December, 2018, 31st
d. Name and Designation of Compliance December, 2018, 15th January, 2019, 31st
Officer January, 2019, 15th February, 2019, 28th
During the financial year 2018-19, Mrs. Nidhi February, 2019, 15th March, 2019 and 30th
Khande was the Compliance Officer of the March, 2019. The attendance of the members is
Company. She resigned from the designation of as follows:-
company secretary & Compliance Officer w.e.f. Name of the No.of No. of meetings
30th May, 2019. Ms. Bhoomika, Company Member meetings held attended
Secretary is the Compliance Officer of the Mr. Dinesh Oswal 24 23
Company w.e.f. 30th May, 2019. Mr. Dinesh Gogna 24 24
Mr. Komal Jain 24 24
e. Details of Investors' complaints received/ Mrs. Nidhi Khande 24 24
resolved/not solved to the satisfaction of
Pursuant to Section 124(6) of the Companies
shareholders/ pending:
Act, 2013 read with Rule 6 of Investor Education
The Company has been quick in redressal of the and Protection Fund Authority (Accounting,
grievances of the shareholders and has Audit, Transfer and Refund) Rules, 2016, as
attended to most of the investors amended from time to time, the Company has
correspondence/grievances with in a period of 7 transferred all the Shares (in respect of which
to 10 days from the date of the receipt of the dividend remain unpaid / unclaimed for a period
same. The details of Investors' complaints of seven consecutive years) to the demat
received/resolved/not solved to the satisfaction account of IEPF Authority as per applicable
of shareholders/pending is given herebelow: Rules. Details of shares transferred to the IEPF
Authority are available on the Company's
website and can be accessed through the link:
29
NAHAR POLY FILMS LIMITED Annual Report 2019
30
NAHAR POLY FILMS LIMITED Annual Report 2019
3.To Re-appoint Dr. Yash Paul Sachdeva, as an Independent Cash Flow Statement, Corporate Governance
Director of the Company to hold office for 5 consecutive
years. Report, Report on Management Discussion and
4.To Re-appoint Dr. Vijay Asdhir, as an Independent Director Analysis and Shareholding Pattern etc. can also
of the Company to hold office for 5 consecutive years.
be retrieved by the investors from the website of
2017-18 1.To approve continuation of holding of office as non-
executive director by Mr. Jawahar lal oswal (din: 00463866), the Company, BSE Limited and National Stock
upon attaining the age of 75 years. Exchange of India Limited.
d. Whether it also displays official news
c. Whether any Special Resolution passed last releases:
year through postal ballot: No special Whenever any official news is released, the same
resolution was passed during the financial year is also displayed on the Company's website i.e.
ended 31st March, 2019 through postal ballot. www.owmnahar.com.
d. Person who conducted the postal ballot e. Presentations made to institutional investors
exercise: Not applicable as no special resolution or to the analysts:
was passed during the financial year ended 31st
Whenever any presentation about Company's
March, 2019 through postal ballot.
working is made to the Financial Institutional
e. Whether any special resolution is proposed Investors or to the Analyst, the same is displayed
to be conducted through postal ballot: on the Company's Website i.e. www. owmnahar.
Presently, no Special Resolution is proposed to com.
be conducted through postal ballot. VI. GENERAL SHAREHOLDERS INFORMATION
f. Procedure for postal ballot. a. Annual General Meeting
Not applicable, whenever any special resolution Date : 30th September, 2019
will be conducted through postal ballot, the Day : Monday
procedure for postal ballot shall be as per the Time : 12.30 P.M.
applicable provisions of Companies Act, 2013 Venue : Premises of M/s Nahar
read with SEBI (Listing Obligations and Industrial Enterprises
Disclosure Requirements) Regulations, 2015. Limited, Focal Point, Ludhiana
V. MEANS OF COMMUNICATION b. Financial Year: The Financial year of the
a. Quarterly Results: company comprises of twelve months starting
The Company's quarterly results in the format from 1st April of every year and ends at 31st March
prescribed by the SEBI (Listing Obligations and of next year. The current financial year of the
Disclosure Requirements) Regulations, 2015, company is from 1st April, 2018 to 31st March,
are approved and taken on record by the Board 2019.
within the prescribed period under the c. Dividend Payment : On or Before 10 th
Regulations and sent immediately to all Stock October, 2019
Exchanges on which the Company's shares are
d. Date of Book Closure : 14th September, 2019 to
listed.
1 7 t h S e p t e m b e r, 2 0 1 9 ( B o t h d a y s
b. Newspapers wherein results normally inclusive)
published:
e. Name and address of the Stock Exchanges at
The financial results of the Company are
which the securities of the Company are
published in leading News Paper(s) i.e. For
listed:
English language in Business Standard /
Financial Express and for vernacular language in The BSE Limited The National Stock Exchange of
25th Floor, P.J. Towers, India Limited
Dainik Jagran. Dalal Street, Exchange Plaza, 5th Floor,
c. Any website, where displayed: Bandra-Kurla Complex,
Bandra (E) Mumbai - 400 051
The Company's Quarterly, Half yearly and
Annual compliances / Results are displayed on The listing fees payable to BSE and NSE for
the website of the Company i.e.www.owm 2019-20 have been paid in full by the Company.
nahar.com. f. Stock Code : For trading at BSE: 523391
The Quarterly and Annual Financial Statement For trading at NSE:NAHARPOLY
along with the Balance Sheet, Profit & Loss g. Demat ISIN Number in NSDL and CDSL for
Account, Directors' Report, Auditors' Report, Equity Shares: ISIN Number INE308A01027
31
NAHAR POLY FILMS LIMITED Annual Report 2019
The Annual Custodian Fees for the Financial and BSE Sensex in percentage from April, 2018
Year 2019-20 have been paid to National to March, 2019 is as under:
Security Depository Limited (NSDL) and Central Financial year Share Price of the Company BSE Sensex
Depository Services (India) Limited (CDSL).
2018-19 Highest Lowest Closing %age Highest Lowest Closing %age
h. Dedicated e-mail for investor Grievances: (Rs) (Rs) (Rs) change (Rs) (Rs) (Rs) change
over over
To enable investors to register their grievances, last last
the Company has designated an exclusive e- moths moths
closing closing
mail id i.e. gredressalnpfl@owmnahar.com April, 2018 63.80 55.60 57.00 7.04 35213.30 32972.56 35160.36 6.65
May, 2018 57.40 46.00 49.20 -13.68 35993.53 34302.89 35322.38 0.46
i. Registration / updation of e-mail address June, 2018 50.45 38.30 43.00 -12.60 35877.41 34784.68 35423.48 0.29
The Ministry of Corporate Affairs vide Circular July, 2018 46.70 38.00 45.85 6.63 37644.59 35106.57 37606.58 6.16
August, 2018 52.50 44.25 47.10 2.73 38989.65 37128.99 38645.07 2.76
No.17/2011 dated 21.04.2011 and Circular No. September, 2018 49.05 39.00 39.65 -15.82 38934.35 35985.63 36227.14 -6.26
18/2011 dated 29.04.2011 has taken a "Green October, 2018 44.20 36.00 40.30 1.64 36616.64 33291.58 34442.05 -4.93
November, 2018 47.80 38.10 38.50 -4.47 36389.22 34303.38 36194.3 5.09
Initiative in the Corporate Governance" by December, 2018 40.35 37.00 38.10 -1.04 36554.99 34426.29 36068.33 -0.35
allowing paperless compliances by the January, 2019 43.90 35.80 37.30 -2.10 36701.03 35375.51 36256.69 0.52
February, 2019 40.00 33.65 36.85 -1.21 37172.18 35287.16 35867.44 -1.07
companies. The Companies can now send March, 2019 41.00 35.90 37.60 2.03 38748.54 35926.94 38672.91 7.82
various notices and documents, including Source: Data has been taken from the website of the BSE. The
Annual Report, to its shareholders via electronic Company does not have any other sources for verification of data.
mode to the registered e-mail addresses of l. In case the securities are suspended from
shareholders. To support this green initiative of trading, reason thereof: The Company's
the Government in full measure, shareholders securities have not been suspended from trading
are requested to register/update their latest e- during the year under review.
mail addresses with their Depository Participant m. Registrar to an issue and Share Transfer
(D.P.) with whom they are having Demat A/c or Agents:
send the same to the Company via e-mail at As per SEBI Circular No. D&CC/FITTC/CIR-
"secnel@owmnahar.com OR 15/2002 dated 27th December, 2002, the
gredressalnpfl@owmnahar.com". Company has appointed M/s Alankit
j. Market Price Data-high low during each Assignments Ltd. New Delhi, as Registrar for
month in last financial year Share Transfer and Electronic Connectivity.
The Company's equity shares are listed at BSE Accordingly, all the Shareholders, Investors,
and NSE. Accordingly, the month wise High and Members of the Stock Exchanges, Depository
Low stock prices from April, 2018 to March, 2019 Participants and all other concerned are
are as follows: requested to send all communication in respect of
Share Transfer, Demat/Remat, Change of
Month BSE NSE
Address etc. to our Registrar whose address and
High Low High Low
telephone nos. etc. have already been mentioned
April, 2018 63.80 55.60 63.80 52.50
May, 2018 57.40 46.80 57.80 44.90
in the Directors' Report.
June, 2018 50.45 38.30 50.95 40.45 In case any query/complaint remains unresolved
July, 2018 46.70 38.00 45.85 38.10 with our Registrar, please write to the Company
August, 2018 52.50 44.25 52.60 43.35 Secretary at the Registered Office of the
September, 2018 49.05 39.00 50.00 38.60 Company.
October, 2018 44.20 36.00 45.90 34.70 Members may kindly note that the Registrar &
November, 2018 47.80 38.10 46.40 38.15 Transfer Agent and/or the Company will not
December, 2018 40.35 37.00 40.85 36.45 entertain request for noting of change of
January, 2019 43.90 35.80 44.00 35.00 address/bank details/ECS mandate in case of
February, 2019 40.00 33.65 39.90 33.10 accounts with demat holding. For this purpose,
March, 2019 41.00 35.90 43.30 36.30 shareholders should approach their Depository
Source: Data has been taken from the website of the BSE and NSE. The Participant.
Company does not have any other sources for verification of data.
k. Performance in Comparison to broad based n. Share Transfer System
indices such as BSE Sensex: The company has constituted share transfer
The Company's equity shares are listed at BSE committee consisting of four members, namely
and NSE. Accordingly, Comparison between Mr. Dinesh Oswal, Mr. Dinesh Gogna and Mr.
Nahar Poly Films Limited closing price variation Komal Jain, Directors of the Company and Mrs
32
NAHAR POLY FILMS LIMITED Annual Report 2019
Nidhi Khande, Company Secretary of the holding and trading of securities in electronic
Company. Normally Share transfer committee form, your Company has established
meets twice in a month to approve the transfer/ connectivity with both the Depositories i.e.
transmission/transposition, issue of duplicate National Securities Depository Ltd. (NSDL) and
share certificates & dematerialization of shares Central Depository Services Ltd. (CDSL). The
and duly transferred shares are generally investors have an option to dematerialize their
dispatched within the prescribed period under the equity shares with either of the Depositories. As
Companies Act, 2013/SEBI LODR Regulations, on 31st March, 2019, 2,35,02,955 comprising
2015. 95.59% of the total Equity Capital of the
As required under Regulation 40(9) of the SEBI Company has been dematerialized. Shares of
(Listing Obligations and Disclosure Requirem the Company are actively traded on the BSE
ents) Regulations, 2015, a certificate is obtained Limited and the National Stock Exchange of
every six month from a Practicing Company India Limited.
Secretary within one month from the end of each Further, SEBI vide its Gazetted notification dated
half of financial year certifying that all certificates June 08, 2018 amended the Regulation 40 (1)(b)
has been issued within 15 days of their lodgement of SEBI (Listing Obligations and Disclosure
for transfer, transmission sub-division, Requirements) Regulations, 2015 whereby it
consolidation, renewal & Exchange or has been provided that except in case of
endorsement. The Certificates is forwarded to transmission or transposition of securities,
BSE & NSE where the equity shares of the requests for effecting transfer of securities shall
Company are listed. not be processed unless the securities are held
st
o. Distribution of Shareholding: As on 31 March, in dematerialized form with the Depository. The
2019 your Company had 19127 shareholders said amendment shall come into force on the one
having a total of 24587991 equity shares. The hundred and eightieth day from the publication of
following is the distribution of Shareholding. Official Gazette.
No. of No. of
%of Aggregate %age In view of the above, members are hereby
shares held Share Share shares held share informed that requests for effecting transfer of
holders holders holding securities in physical form are not getting
1-500 17071 89.25 2470820 10.05 processed. Hence, all members who are holding
501-1000 1357 7.09 900755 3.66 equity shares in physical form are requested to
1001-2000 368 1.92 538894 2.19
go in for dematerialization of securities at the
2001-3000 107 0.56 270029 1.10
3001-4000 55 0.29 195070 0.79 earliest.
4001-5000 34 0.18 158231 0.64 r. Outstanding American Depository Receipts
5001-10000 74 0.39 550998 2.24
or warrants or any convertible instruments,
10000 & above 61 0.32 19503194 79.32
TOTAL 19127 100.00 24587991 100.00 conversion date and likely impact on equity:
The Company does not have any outstanding
p. The Shareholding pattern as on 31 March,
st
Global Depository Receipts or American
2019 as follows: Depository Receipts or warrants or any
Shares held by No. of Shares %age of holding
Convertible Instruments, which is likely to have
Banks and Mutual Funds 2708 0.01 any impact on the equity of the Company.
Foreign holdings
(FIIs, NRIs) 162617 0.66 s. Commodity price risk or foreign exchange
Bodies Corporate 495536 2.02
Directors/Relatives of Directors 3627 0.01
risk and hedging activities
Shares Transferred to IEPF 483704 1.97 The Company is in the Manufacturing of BOPP
General Public 6182454 25.14 Films has not dealt in any commodity market and
Promoters 17257345 70.19
TOTAL 24587991 100 thus there is no commodity price risk. Since the
Company is in the export of BOPP Films and to
q. Dematerialization of Shares and Liquidity: cover itself from exchange rate fluctuations it
The Securities and Exchange Board of India goes in for partial hedging by normal booking in
(SEBI) has included Company's scrip in the normal course of the business. The
compulsory demat settlement for all type of Company is not involved in any speculative
investors. Thus, the dealing in company's equity activities.
shares can be in demat form only. To facilitate
33
NAHAR POLY FILMS LIMITED Annual Report 2019
5. Web link where policy for determining accepted all recommendations of its
‘material' subsidiaries is disclosed: Committees.
The requirement of policy fo determining 11. Fees paid to Statutory Auditors:
material' subsidiaries is not applicable to the The company has appointed M/s YAPL &
Company as it does not have any subsidiary Company, Chartered Accountants as Statutory
company. Auditors of the company. The total fees for all
6. Web link where policy on dealing with related services paid by the Company to the statutory
party transactions is disclosed: auditors and all entities in the network
The Company has formulated the Policy on firm/network entity of which the statutory auditors
Materiality of Related Party Transactions and on is a part, is Rs. 2,15,700/-.
dealing with Related Party Transactions, which 12. Disclosure as per Sexual Harassment of
can be accessed at http: // owm nahar. Women at Workplace (Prevention,
c o m / n a h a r _ p o l y f i l m / p d f / R P T- N A H A R - Prohibition and Redressal) Act, 2013:
POLY.pdf.
The disclosure in relation to Sexual Harassment
7. Disclosure of commodity price risks and of Women at Workplace (Prevention, Prohibition
commodity hedging activities: and Redressal) Act, 2013 forms part of the
The Company is engaged in the Business of Directors' Report.
BOPP Films and the primary raw material for the 13. Prevention of Insider Trading:
manufacturing of BOPP Films is PP Resin which Pursuant to SEBI (Prohibition of Insider Trading)
is a byproduct of petroleum with the share of Regulations, 2015, the Company has adopted a
around 90-95% of total raw material cost. The Code of practices and procedures for fair
Price of Petroleum depends upon on price of disclosure of unpublished price sensitive
crude oil in the international market which keeps information" and "Code of Conduct to regulate
on fluctuating from time to time because of which monitor and report trading by insiders. The Code
the price of raw material varies. During the year, helps to regulate trading in securities by the
the company has not dealt in any commodity Directors and designated employees of the
market, thus there is no commodity price risk. Company. The Code requires pre-clearance for
Further, the Company is not involved in any dealing in the Company's shares and prohibits
hedging activities. the purchase or sale of Company shares by the
8. Details of utilization of funds raised through Directors and the designated employees while in
preferential allotment or qualified possession of unpublished price sensitive
institutions placement: information in relation to the Company and
The Company has not raised funds through during the period when the Trading Window is
preferential allotment or qualified institutions closed. The Company Secretary being the
placement as specified under Regulation 32 (7A) Compliance Officer of the company is
of Listing Regulations. responsible for implementation of the Code.
9. Certification from Company Secretary in 14. Dividend Distribution Policy:
Practice: Regulation 43A of the SEBI (Listing Obligations
Mr. P.S. Bathla, Proprietor of M/s. P.S. Bathla & and Disclosure Requirements) Regulations,
Associates, Practicing Company Secretaries, 2015 requires that top 500 listed entities based
has issued a certificate as required under SEBI on market capitalization shall formulate a
(Listing Obligations and Disclosure dividend distribution policy. The Company does
Requirements) Regulations, 2015 confirming not fall in top 500 list of listed entities hence the
that none of the directors on the Board of the requirement to formulate a dividend distribution
Company have been debarred or disqualified policy is not applicable to the Company.
from being appointed or continuing as director of 15. Reconciliation of Share Capital Audit
companies by the SEBI/Ministry of Corporate The Securities and Exchange Board of India has
Affairs or any such other authority. The certificate directed vide Circular No. D&CC/FITTC/CIR-
is attached with this Report. 16/2002 dated 31st December, 2002 that all
10. Recommendation of Committees: issuer companies shall submit a certificate of
In the financial year 2018-19 the board has capital integrity, reconciling the total shares held
35
NAHAR POLY FILMS LIMITED Annual Report 2019
in both the depositories, viz. NSDL and CDSL LODR Regulations, 2015 to the effect that
and in physical form with the total issued/paid up members of the Board and senior management
capital. The said certificate duly certified by a personnel have affirmed compliance with this
Practicing Company Secretary is submitted to Code of Conduct is attached with this Report.
the Stock Exchanges within 30 days of the end of XI. DISCLOSURE WITH RESPECT TO DEMAT
each quarter. SUSPENSE ACCOUNT /UNCLAIMED
16.CEO and CFO Certification: SUSPENSE ACCOUNT:
As required under Regulation 17(8) of SEBI a. Aggregate number of shareholders and the
(Listing Obligations and Disclosure outstanding shares in the suspense account lying
Requirements) Regulations, 2015, a Certificate at the beginning of the year: Nil
duly signed by the Executive Director and Chief
Financial Officer was placed at the meeting of b. Number of shareholders who approached listed
Board of Directors held on 30th May, 2019. entity for transfer of shares from suspense
account during the year: Nil
VIII.NON-COMPLIANCE OF ANY REQUIREMENT
OF CORPORATE GOVERNANCE REPORT c. Number of shareholders to whom shares were
WITH REASONS THEREOF: transferred from suspense account during the
The Company has complied with all the year: Nil
requirements of Corporate Governance Report d. Aggregate number of shareholders and the
from sub-paras (2) to (10) of Part C of Schedule V outstanding shares in the suspense account lying
of SEBI L(Listing Obligations and Disclosure at the end of the year: Nil
Requirements) Regulations, 2015.
e. That the voting rights on these shares shall
IX. D I S C L O S U R E O F C O M P L I A N C E W I T H
remain frozen till the rightful owner of such shares
CORPORATE GOVERNANCE REQUIREMENTS
AS SPECIFIED IN REGULATION 17 TO 27 AND claims the shares: Not Applicable
REGULATION 46(2)(i) OF SEBI (LISTING
O B L I G AT I O N S A N D D I S C L O S U R E All the shares of the Company has already been
REQUIREMENTS) REGULATIONS, 2015: allotted to the eligible allottees, hence there is no
The Company has complied with all the demat suspense account/unclaimed suspense
Corporate Governance requirements as account.
specified in Regulation 17 to 27 (except
Regulation 21 and 24, which are not applicable to FOR AND ON BEHALF OF THE BOARD
the Company) and Regulation 46 (2)(i)(b) of SEBI
(Listing Obligations and Disclosure JAWAHAR LAL OSWAL
Requirements) Regulations, 2015. (CHARIMAN)
PLACE : LUDHIANA DIN: 00463866
X. CODE OF CONDUCT
DATED: 13TH AUGUST, 2019
The Company is committed to conduct its
business in accordance with applicable laws,
rules and regulations and highest standard of
transparency. Accordingly, the Company has laid
down a Code of conduct for all its Board
members and Senior Managerial Personnel so
that conflict of interest could be avoided. The
Code of Conduct suitably incorporates the duties
of Independent Directors as laid down in the
Companies Act, 2013. All the Board members
and Senior Managerial Personnel are complying
with the said code of conduct. The code of
conduct is also available on Company's website
i.e. www.owmnahar.com. The Board members
and senior management personnel affirm the
compliance of this Code annually. A declaration
by the Executive Director/CEO in terms of SEBI
36
NAHAR POLY FILMS LIMITED Annual Report 2019
To
The Members
M/s Nahar Poly Films Limited
Ludhiana
I have examined the relevant records of M/s NAHAR POLY FILMS LIMITED for the purpose of certifying compliance
of requirements in Clause 10(i) of Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
st
Regulations, 2015, for the financial year ended 31 March, 2019.
In my opinion, to the best of my knowledge and belief, according to the explanations and information furnished to me and
based on the written representation /declaration received from the Directors and taken on record by the Board of Directors,
I certify that, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed
or continuing as Director of companies, by the SEBI / Ministry of Company Affairs or any such statutory authority.
For P.S. Bathla & Associates
Company Secretaries
Sd/-
P.S. Bathla
Place : Ludhiana (Proprietor)
Dated : 13th August, 2019 FCS: 4391/CP No. 2585
S.K. SHARMA
Place : Ludhiana (Executive Director)
Dated: 13th August, 2019 DIN: 00402712
ANNEXURE- VI
MANAGEMENT DISCUSSION AND ANALYSIS
MACROECONOMIC OVERVIEW for flexible packaging solutions is anticipated to catapult the
The Global economic activity is slowing down because of development of the global BOPP films for packaging
bruising trade War between U.S.A and China and other market.
Geo Political uncertainty. The advance economies like BOPP films have equivalent density that of Polypropylene.
U.S.A. and Europe etc., has shown either decelerated It is a preferred material in packaging that generates high
growth or moderate growth. In major emerging economy yield and more cost effective than other substrates of
too, the economic activity remained weak due to slackness packaging. Additionally, the rising demand for an enhanced
in global demand. During the financial year 2018-2019, shelf life of food products has resulted in a greater demand
India emerged as the fastest growing major world economy for high moisture barriers in packaging films. This is further
despite of increased global vulnerabilities. India's economy projected to boost sales of BOPP films for packaging in the
gained momentum as a result of the stabilization of Goods coming years.
and Services Tax (GST) and more investment by foreign Apart from conventional Tape/Textile and food packaging
investors. During the year, India climbed another 23 points market, the new applications of BOPP films are emerging
in the World Bank's ease of doing business index to the which will further improve the prospectus of the industry.
77th position, for the first time. According to Reserve Bank The enormous untapped market for BOPP Films in
of India (RBI) Monetary Policy, India's GDP growth for emerging economies is also expected to offer growth
Financial Year 2019 was 6.9% and expected growth for opportunities to BOPP film Industry.
Financial Year 2020 is 7%. Though the BOPP Films industry continues to witness a
reasonable growth on account of favorable factors but it is
INDUSTRY STRUCTURE AND DEVELOPMENTS
not immune from normal business threats and challenges.
Biaxially Oriented polypropylene Films (BOPP), a part of
Because of the competitive plastic films, Industry faces stiff
flexible packaging industry has emerged as one of the most
competition both from international as well as domestic
popular packaging films in the world over a period of time.
manufactures. The Company has identified certain risks
Originally developed in 1960s as a replacement for
which may affect the performance of the Company. These
cellulose films, it has since grown far beyond this niche
driving the development of new applications in packaging include operational risks such as fluctuation in the prices of
and industrial products. Various technical and economic the raw materials which include petrol, fluctuation in foreign
factors have made the BOPP film industry one of the most exchange rates, Labour problems, regulatory risks,
dynamic sector of plastics packaging. BOPP offers various Government Policy etc. We are of the opinion that none of
advantages such as film stiffness, transparency, salability, identified risk is such that which may threaten the existence
recyclability, good printing and coating surface which of the Company.
makes it highly suitable for the packaging of various SEGMENT WISE OR PRODUCT WISE PERFORMANCE
products which includes biscuits, drugs, medicines, snack The disclosure requirements of Ind AS-108, issued by the
foods, processed and semi-processed foods, vegetables, Institute of Chartered Accountants of India are not
edible oils, textile packaging etc and also for the wrapping applicable on the company as the main business activity of
of perfume cartoons, ready-made garment bags, adhesive the company fall under single segment.
tapes and print lamination. The global BOPP films for FUTURE OUTLOOK
packaging market are expected to witness a CAGR of 6.0% We anticipate that in coming years the BOPP Films industry
from 2017 to 2025. In 2017, the market was worth US$ seems to show reasonably good growth in comparison to
13,669.4 Mn and is expected to touch a valuation of US$ the previous years. The phenomenal growth of retail
21,736.5 Mn by the end of 2025 (Source: Persistence segment coupled with economic growth of the Country is
Market Research Report). expected to influence the flexible packaging industry
Your Company is having an ultra modern BOPP Film favorably. With the coming of new segment of liquid
Project with a capacity of 30000 TPA, in the state of packing which includes flexible pouches, tetra packs,
Madhya Pradesh and is selling its products in domestic as coated products etc, the company finds new business
well as export markets and has established its brand in the opportunities to grow. Your company is looking at the future
market. with optimism and shall be expanding its business activities
OPPORTUNITIES AND THREATS into new areas, in due course of time so that it can make
The growing demand for packaged food across the globe use of available opportunities and emerge as fully
has propelled the need for BOPP films for packaging. As integrated flexible packaging company. Around 50% of the
consumers across the globe are constantly gaining world's production of BOPP is consumed in food
awareness regarding the way food products are packed, packaging. In India, the consumption of BOPP in food
the demand for cost-effective and advanced packaging is
packaging is only one third of its production. This gap is
increasing at a rapid pace. Growing consumer awareness
rapidly being bridged as the customers are increasingly
regarding packaging, coupled with a shift in the preference
38
NAHAR POLY FILMS LIMITED Annual Report 2019
displaying a strong preference for hygienically packed for the year ended 31st March, 2018. The detailed financial
foods products. performance (Standalone as well as Consolidated) have
In addition to the above, the application of the BOPP Films been given in the Director's report and forms part of this
in other Non-food packaging is also gaining strength which Annual Report
will further boost the demand for BOPP Films. Numerous HUMAN RESOURCES/INDUSTRIAL RELATIONS
grades of BOPP films are under development for various Your company considers people as its biggest asset. The
applications in different parts of the world which should give human resources development function of the Company is
good volumes to the Industry. Thus, it is evident that BOPP guided by a strong set of values and policies. Your
films are going to be one of the high-growth segments in the Company maintains a work environment that is free from
global plastic films and sheet industry. any harassment. Company enjoys excellent relationship
RISK AND CONCERNS with its personnel and considers them as an essential part
The major component of cost involved in the making of of the organization. Your company maintained healthy,
flexible packaging is raw material "Polypropylene". Any cordial and harmonious industrial relations at all levels. In
changes in the raw material prices and decrease in finished Financial Year 2018-19, industrial relations across the
good product prices may affect the performance of the Company were cordial with no labor unrests or strikes
company. Though the Company has endeavored to during the year. The total permanent employee's strength
monitor and mitigate these risks. of the company was 181 as on 31st March, 2019.
The company's main source of income will be from selling RATIOS WHERE THERE HAS BEEN A SIGNIFICANT
of BOPP film, a substrate in packaging material in plain and CHANGE FROM FY2018 TO FY2019
metalized form to further converters. Any adverse impact Ratio 31.03.2019 31.03.2018
on the operations of the packaging converters may impact Gross Profit Ratio 11.02 8.70
the company's revenues and its profitability. The increase
Net Profit Ratio 4.86 2.85
in demand for newer options in packaging is also affecting
Interest Coverage Ratio 17.22 9.21
the growth of BOPP films industry.
Current Ratio 4.30 2.06
INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY Debt Equity Ratio 0.00 0.04
Return on Net Worth 6.61 3.71
The company's Internal Control system is designed to
ensure operational efficiency, protection and conservation The Gross Profit ratio, Net Profit ratio and Return on Net
of resources, accuracy and promptness in financial Worth have been increased. The price of commodity in
reporting and compliance with procedures, laws and which the company is dealing is based on international
regulations. It commensurate with the size and nature of crude prices. Since, the price of crude is volatile. It is normal
business. In order to further strengthen the Internal Control for the company to have a variance in Gross profit or net
system and to automate the various processes of the profit margin as sometimes the effect of increase /
business, company is making use of Enterprises Resource reduction of prices of inputs are not fully transferred to the
Planning (ERP). customers due to prevailing market conditions. The
Pursuant to the provisions of section 138 of the Companies company has repaid its loans during the financial year
Act, 2013 read with Companies (Accounts) Rules, 2014, 2018-19, Therefore, Debt Equity Ratio of the company has
the Company has also appointed an Internal Auditor who is variance. Company has earned profits which are mainly
a qualified Chartered Accountant. The details relating to used for reduction of short term liabilities & increase in
Internal Financial Control system have been given in current assets, which leads to an improvement in current
Director's Report and forms part of this Annual Report. ratio. The company repaid its term loans during the
FINANCIAL/OPERATIONAL PERFORMANCE financial year 2018-19 leading to reduction of the amount of
(In Lacs) interest paid during the year leading to improving in the
STANDALONE CONSOLIDATED interest coverage ratio.
PARTICULARS CURRENT PREVIOUS CURRENT PREVIOUS
YEAR YEAR YEAR YEAR CAUTIONARY STATEMENT
Profit Before Tax 1292.27 715.71 1193.10 616.54 Statements in this report on Management discussion and
Profit for the year 910.72 509.52 1222.78* 1147.37* analysis relating to the Company's objectives,
Add: Other (465.85) (4430.87) (1008.36) (3926.08) opportunities, estimates, expectations or predictions may
comprehensive Income
Total Comprehensive 444.87 (3921.35) 214.42 (2778.71) be forward looking statements within the meaning of
income for the year applicable security laws or regulations. These statements
*Consolidated profit for the year includes Share of profit from Associates under are based upon certain assumptions and expectations of
equity method for the amount of Rs. 411.23 Lacs in Current Year and Rs. 737.02 future events. Actual results may however differ materially
lacs in the Previous Year. from those expressed or implied.
The Company is operating in single segment i.e. BOPP FOR AND ON BEHALF OF THE BOARD
Films. The company has showed impressive financial
performance over the period of one year. There is an JAWAHAR LAL OSWAL
increase of 78.74% in net profits of the company for the PLACE : LUDHIANA (CHAIRMAN)
year ended 31st March, 2019 as compared to the net profits DATED: 13TH AUGUST, 2019 DIN: 00463866
39
NAHAR POLY FILMS LIMITED Annual Report 2019
INDEPENDENT AUDITOR'S REPORT our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the
TO THE MEMBERS OF other information is materially inconsistent with the standalone
M/s. NAHAR POLY FILMS LIMITED financial statements or our knowledge obtained during the course
LUDHIANA of our audit, or otherwise appears to be materially misstated. When
Opinion we read the Board's Report including annexures to the Board's
We have audited the accompanying standalone financial Report and Management Discussion & Analysis Report, if we
statements of Nahar Poly Films Limited ("the Company"), which conclude that there is a material misstatement therein, we are
comprise the Balance Sheet as at March 31, 2019, the Statement of required to communicate the matter to those charged with
Profit and Loss (including Other Comprehensive Income), the governance.
Statement of Changes in Equity and the Statement of Cash Flows
for the year ended on that date, and a summary of the significant Management's Responsibility for the Standalone Financial
accounting policies and other explanatory information (hereinafter Statements
referred to as "the standalone financial statements"). The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
In our opinion and to the best of our information and according to preparation of these standalone financial statements that give a
the explanations given to us, the aforesaid standalone financial true and fair view of the financial position, financial
statements give the information required by the Companies Act, performance, total comprehensive income, changes in equity and
2013 ("the Act") in the manner so required and give a true and fair cash flows of the Company in accordance with the Ind AS and
view in conformity with the Indian Accounting Standards other accounting principles generally accepted in India. This
prescribed under section 133 of the Act read with the Companies responsibility also includes maintenance of adequate accounting
(Indian Accounting Standards) Rules, 2015, as amended, ("Ind records in accordance with the provisions of the Act for
AS") and other accounting principles generally accepted in India, of safeguarding the assets of the Company and for preventing and
the state of affairs of the Company as at March 31, 2019, the profit detecting frauds and other irregularities; selection and application
and total comprehensive income, changes in equity and its cash of appropriate accounting policies; making judgments and
flows for the year ended on that date. estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial
Basis for Opinion controls, that were operating effectively for ensuring the accuracy
We conducted our audit of the standalone financial statements in and completeness of the accounting records, relevant to the
accordance with the Standards on Auditing specified under section preparation and presentation of the standalone financial
143(10) of the Act (SAs). Our responsibilities under those statements that give a true and fair view and are free from material
Standards are further described in the Auditor's Responsibilities for misstatement, whether due to fraud or error.
the Audit of the Standalone Financial Statements section of our
In preparing the standalone financial statements, management is
report. We are independent of the Company in accordance with the
responsible for assessing the Company's ability to continue as a
Code of Ethics issued by the Institute of Chartered Accountants of
going concern, disclosing, as applicable, matters related to going
India (ICAI) together with the independence requirements that are
concern and using the going concern basis of accounting unless
relevant to our audit of the standalone financial statements under
management either intends to liquidate the Company or to cease
the provisions of the Act and the Rules made thereunder, and we
operations, or has no realistic alternative but to do so.
have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics. We believe that
The Board of Directors are responsible for overseeing the
the audit evidence we have obtained is sufficient and appropriate to
Company's financial reporting process.
provide a basis for our audit opinion on the standalone financial
statements.
Auditor's Responsibilities for the Audit of the Standalone
Key Audit Matters Financial Statements
Key audit matters are those matters that, in our professional Our objectives are to obtain reasonable assurance about whether
judgment, were of most significance in our audit of the standalone the standalone financial statements as a whole are free from
financial statements of the current period. These matters were material misstatement, whether due to fraud or error, and to issue
addressed in the context of our audit of the standalone financial an auditor's report that includes our opinion. Reasonable
statements as a whole, and in forming our opinion thereon, and we assurance is a high level of assurance, but is not a guarantee that
do not provide a separate opinion on these matters. There is no key an audit conducted in accordance with SAs will always detect a
audit matters to be communicated in our report. material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
Information Other than the Standalone Financial Statements aggregate, they could reasonably be expected to influence the
and Auditor's Report Thereon economic decisions of users taken on the basis of these
The Company's Board of Directors is responsible for the standalone financial statements.
preparation of the other information. The other information As part of an audit in accordance with SAs, we exercise
comprises the information included in the Board's Report including professional judgment and maintain professional skepticism
annexures to the Board's Report and Management Discussion & throughout the audit. We also:
Analysis Report, but does not include the standalone financial
statements and our auditors' report thereon. The Board's Report Identify and assess the risks of material misstatement of the
?
including annexures to the Board's Report and Management standalone financial statements, whether due to fraud or
Discussion & Analysis Report is expected to be made available to error, design and perform audit procedures responsive to
us after the date of this auditors' report. those risks, and obtain audit evidence that is sufficient and
Our opinion on the standalone financial statements does not cover appropriate to provide a basis for our opinion. The risk of not
the other information and we will not express any form of assurance detecting a material misstatement resulting from fraud is
conclusion thereon. higher than for one resulting from error, as fraud may involve
In connection with our audit of the standalone financial statements, collusion, forgery, intentional omissions, misrepresentations,
40
NAHAR POLY FILMS LIMITED Annual Report 2019
or the override of internal control. c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, Statement of
Obtain an understanding of internal financial controls relevant
? Changes in Equity and the Statement of Cash Flow dealt with
to the audit in order to design audit procedures that are by this Report are in agreement with the relevant books of
appropriate in the circumstances. Under section 143(3)(i) of account.
the Act, we are also responsible for expressing our opinion on d) In our opinion, the aforesaid standalone financial
whether the Company has adequate internal financial statements comply with the Ind AS specified under Section
controls system in place and the operating effectiveness of 133 of the Act, read with Rule 7 of the Companies (Accounts)
such controls. Rules, 2014.
e) On the basis of the written representations received from the
Evaluate the appropriateness of accounting policies used and
? directors as on March 31, 2019 taken on record by the Board
the reasonableness of accounting estimates and related of Directors, none of the directors is disqualified as on March
disclosures made by management. 31, 2019 from being appointed as a director in terms of
Section 164 (2) of the Act.
Conclude on the appropriateness of management's use of the
? f) With respect to the adequacy of the internal financial controls
going concern basis of accounting and, based on the audit over financial reporting of the Company and the operating
evidence obtained, whether a material uncertainty exists effectiveness of such controls, refer to our separate Report in
related to events or conditions that may cast significant doubt "Annexure A". Our report expresses an unmodified opinion
on the Company's ability to continue as a going concern. If we on the adequacy and operating effectiveness of the
conclude that a material uncertainty exists, we are required to Company's internal financial controls over financial reporting.
draw attention in our auditor's report to the related disclosures g)With respect to the other matters to be included in the
in the standalone financial statements or, if such disclosures Auditor's Report in accordance with the requirements of
are inadequate, to modify our opinion. Our conclusions are section 197(16) of the Act, as amended:
based on the audit evidence obtained up to the date of our In our opinion and to the best of our information and according
auditor's report. However, future events or conditions may to the explanations given to us, the remuneration paid by the
cause the Company to cease to continue as a going concern. Company to its directors during the year is in accordance with
the provisions of section 197 of the Act.
Evaluate the overall presentation, structure and content of the
? h)With respect to the other matters to be included in the
standalone financial statements, including the disclosures, Auditor's Report in accordance with Rule 11 of the Companies
and whether the standalone financial statements represent (Audit and Auditors) Rules, 2014, as amended in our
the underlying transactions and events in a manner that opinion and to the best of our information and according to
achieves fair presentation. the explanations given to us:
i. The Company has disclosed the impact of pending
We communicate with those charged with governance regarding, litigations on its financial position in its standalone
among other matters, the planned scope and timing of the audit financial statements.
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit. ii. The Company has made provision, as required under
the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term
We also provide those charged with governance with a statement contracts including derivative contracts.
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all iii. There has been no delay in transferring amounts,
relationships and other matters that may reasonably be thought to required to be transferred, to the Investor Education
bear on our independence, and where applicable, related and Protection Fund by the Company.
safeguards. 2. As required by the Companies (Auditor's Report) Order, 2016
("the Order") issued by the Central Government in terms of
From the matters communicated with those charged with Section 143(11) of the Act, we give in "Annexure B" a statement
governance, we determine those matters that were of most on the matters specified in paragraphs 3 and 4 of the Order.
significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in For YAPL & Co.
extremely rare circumstances, we determine that a matter should Chartered Accountants
not be communicated in our report because the adverse
Firm Regn.No.017800N
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication
Place : Ludhiana CA Neha Kansal
Report on Other Legal and Regulatory Requirements Dated : 30.05.2019 (Partner)
M.No.540386
1. As required by Section 143(3) of the Act, based on our audit
we report that:
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S Meaning of Internal Financial Controls Over Financial
REPORT Reporting
(Referred to in paragraph 1(f) under 'Report on Other Legal and A company's internal financial control over financial reporting is a
process designed to provide reasonable assurance regarding the
Regulatory Requirements' section of our report to the Members
reliability of financial reporting and the preparation of financial
of NAHAR POLY FILMS LIMITED of even date)
statements for external purposes in accordance with generally
Report on the Internal Financial Controls Over Financial accepted accounting principles. A company's internal financial
Reporting under Clause (i) of Sub-section 3 of Section 143 of control over financial reporting includes those policies and
the Companies Act, 2013 ("the Act") procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
We have audited the internal financial controls over financial dispositions of the assets of the company; (2) provide reasonable
reporting of NAHAR POLY FILMS LIMITED ("the Company") as of assurance that transactions are recorded as necessary to permit
March 31, 2019 in conjunction with our audit of the standalone preparation of financial statements in accordance with generally
financial statements of the Company for the year ended on that accepted accounting principles, and that receipts and
date. expenditures of the company are being made only in accordance
with authorisations of management and directors of the company;
Management's Responsibility for Internal Financial Controls and (3) provide reasonable assurance regarding prevention or
The Board of Directors of the Company is responsible for timely detection of unauthorised acquisition, use, or disposition of
establishing and maintaining internal financial controls based on the company's assets that could have a material effect on the
the internal control over financial reporting criteria established by financial statements.
the Company considering the essential components of internal
Limitations of Internal Financial Controls Over Financial
control stated in the Guidance Note on Audit of Internal Financial
Reporting
Controls Over Financial Reporting issued by the Institute of
Because of the inherent limitations of internal financial controls
Chartered Accountants of India. These responsibilities include the
over financial reporting, including the possibility of collusion or
design, implementation and maintenance of adequate internal
improper management override of controls, material
financial controls that were operating effectively for ensuring the
misstatements due to error or fraud may occur and not be detected.
orderly and efficient conduct of its business, including adherence to
Also, projections of any evaluation of the internal financial controls
respective company's policies, the safeguarding of its assets, the
over financial reporting to future periods are subject to the risk that
prevention and detection of frauds and errors, the accuracy and
the internal financial control over financial reporting may become
completeness of the accounting records, and the timely
inadequate because of changes in conditions, or that the degree of
preparation of reliable financial information, as required under the
compliance with the policies or procedures may deteriorate.
Companies s Act, 2013.
Opinion
Auditor's Responsibility
In our opinion, to the best of our information and according to the
Our responsibility is to express an opinion on the internal financial
explanations given to us, the Company has, in all material
controls over financial reporting of the Company based on our
respects, an adequate internal financial controls system over
audit. We conducted our audit in accordance with the Guidance
financial reporting and such internal financial controls over
Note on Audit of Internal Financial Controls Over Financial
financial reporting were operating effectively as at March 31, 2019,
Reporting (the "Guidance Note") issued by the Institute of
based on the internal control over financial reporting criteria
Chartered Accountants of India and the Standards on Auditing
established by the Company considering the essential
prescribed under Section 143(10) of the Companies Act, 2013, to
components of internal control stated in the Guidance Note on
the extent applicable to an audit of internal financial controls. Those
Audit of Internal Financial Controls Over Financial Reporting
Standards and the Guidance Note require that we comply with
issued by the Institute of Chartered Accountants of India.
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained For YAPL & Co.
and if such controls operated effectively in all material respects. Chartered Accountants
Firm Regn.No.017800N
Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls system over Place : Ludhiana (CA Neha Kansal
financial reporting and their operating effectiveness. Our audit of Dated : 30.05.2019 (Partner)
internal financial controls over financial reporting included M.No.540386
obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor's judgement, including
the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. We believe that
the audit evidence we have obtained, is sufficient and appropriate
to provide a basis for our audit opinion on the internal financial
controls system over financial reporting of the Company.
42
NAHAR POLY FILMS LIMITED Annual Report 2019
Annexure - B to the Independent Auditors' Tax, Goods and Service Tax, Customs Duty, Cess and
other material statutory dues in arrears as at March 31,
Report 2019 for a period of more than six months from the date
(Referred to in paragraph 2 under 'Report on Other Legal and they became payable.
Regulatory Requirements' section of our report to the (c) There are no dues of Income Tax, Sales Tax, Service Tax,
Members of NAHAR POLY FILMS LIMITED of even date) Excise Duty and Value Added Tax and GST which have
i. In respect of the Company's fixed assets: not been deposited as at March 31, 2019 on account of
(a) The Company has maintained proper records showing full dispute.
particulars, including quantitative details and situation of viii. The Company has not defaulted in repayment of any loans or
fixed assets. borrowings from any financial institution, banks, government
(b) The Company has a program of verification to cover all the or debenture holders during the year.
items of fixed assets in a phased manner which, in our
opinion, is reasonable having regard to the size of the ix. The Company did not raise any money by way of initial public
Company and the nature of its assets. Pursuant to the offer or further public offer (including debt instruments) and
program, certain fixed assets were physically verified by term loans during the year. Accordingly, paragraph 3 (ix) of the
the management during the year. According to the Order is not applicable.
information and explanations given to us, no material
discrepancies were noticed on such verification.
x. According to the information and explanations given to us, no
(c) According to the information and explanations given to us, material fraud by the Company or on the Company by its
the records examined by us and based on the examination officers or employees has been noticed or reported during the
of the conveyance deeds / registered sale deed provided course of our audit.
to us, we report that, the title deeds, comprising all the
immovable properties of land and buildings which are
xi. According to the information and explanations give to us and
freehold, are held in the name of the Company as at the
based on our examination of the records of the Company, the
balance sheet date.
Company has paid/provided for managerial remuneration in
accordance with the requisite approvals mandated by the
ii. The physical verification of inventory has been conducted at provisions of section 197 read with Schedule V to the Act.
reasonable intervals by the management and no material
discrepancies were noticed on the physical verification.
xii. In our opinion and according to the information and
explanations given to us, the Company is not a nidhi company.
iii. The Company has not granted any loans to bodies corporate Accordingly, paragraph 3(xii) of the Order is not applicable.
covered in the register maintained under section 189 of the
Companies Act, 2013 ('the Act').
xiii. According to the information and explanations given to us and
based on our examination of the records of the Company,
iv. In our opinion and according to the information and transactions with the related parties are in compliance with
explanations given to us, the Company has complied with sections 177 and 188 of the Act where applicable and details
the provisions of Sections 185 and 186 of the Act in respect of of such transactions have been disclosed in the Ind AS
grant of loans, making investments and providing guarantees Financial Statements as required by the applicable accounting
and securities, as applicable. standards.
v. The Company has not accepted deposits during the year and xiv. According to the information and explanations give to us and
does not have any unclaimed deposits as at March 31, 2019 based on our examination of the records of the Company, the
and therefore, the provisions of the clause 3 (v) of the Order Company has not made any preferential allotment or private
are not applicable to the Company. placement of shares or fully or partly convertible debentures
during the year.
vi. We have broadly reviewed the cost records maintained by the
company pursuant to the sub section (1) of section 148 of the xv. According to the information and explanations given to us and
Companies Act, specified by the Central Government and are based on our examination of the records of the Company, the
of the opinion that prima facie, the prescribed records have Company has not entered into non-cash transactions with
been maintained. We have, however not made a detailed directors or persons connected with him. Accordingly,
examination of cost records with a view to determine whether paragraph 3(xv) of the Order is not applicable.
they are accurate or complete.
xvi. The Company is not required to be registered under section
vii. According to the information and explanations given to us, in 45-IA of the Reserve Bank of India Act 1934.
respect of statutory dues:
(a) The Company has generally been regular in depositing For YAPL & Co.
undisputed statutory dues, including Provident Fund,
Chartered Accountants
Employees' State Insurance, Income Tax, Goods and
Service Tax, Customs Duty, Cess and other material Firm Regn.No.017800N
statutory dues applicable to it with the appropriate
authorities. Place : Ludhiana CA Neha Kansal
(b) There were no undisputed amounts payable in respect of Dated : 30.05.2019 (Partner)
Provident Fund, Employees' State Insurance, Income M.No.540386
43
NAHAR POLY FILMS LIMITED Annual Report 2019
BALANCE SHEET AS AT 31st MARCH, 2019 All Figures ` in Lakhs unless stated otherwise
Particulars Note No. As at As at
31 March, 2019 31 March, 2018
ASSETS
Non-current assets
Property, plant and equipment 1 3,064.36 3,196.08
Financial assets
Investments 2.1 12,498.16 12,333.19
Loans 2.2 198.58 211.12
Deferred tax assets (net) 3 271.21 412.38
16,032.31 16,152.77
Current assets
Inventories 4 1,710.26 1,552.04
Financial assets
Trade receivables 5.1 2,123.43 3,320.30
Cash and Cash equivalents 5.2 100.37 42.28
Other bank balances 5.3 24.09 22.46
Loans 5.4 3.99 3.13
Other financial asset 5.5 225.64 678.68
Current tax assets (net) 6 102.26 64.76
Other current assets 7 279.39 407.27
4,569.43 6,090.92
Total Assets 20,601.74 22,243.69
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) Director) (Executive Director)
M.No.540386 (DIN - 00607290) (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
44
NAHAR POLY FILMS LIMITED Annual Report 2019
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2019 (` in Lakhs)
Particulars Note No. Current Year Previous Year
` `
INCOME
Revenue from operations 13 26,572.77 25,966.70
Other Income 14 237.54 365.92
Total Income 26,810.31 26,332.62
EXPENSES
Cost of materials consumed 15 20,915.72 19,183.78
Purchase Stock in trade 11.96 -
Change in inventories of finished goods, stock in trade
and work -in-progress 16 14.02 (244.00)
Excise Duty Expense - 770.10
Employee benefit expense 17 759.23 731.65
Finance costs 18 93.00 261.97
Depreciation and amortisation expense 1 216.51 1,435.39
Other expenses 19 3,507.60 3,478.02
Total Expenses 25,518.04 25,616.91
Profit/(loss) before Tax Expenses 1,292.27 715.71
Tax expense: 20
- Current tax (240.55) (473.34)
- Deferred tax (141.00) 267.15
Profit for the year 910.72 509.52
Other comprehensive income (OCI)
Items that will not be reclassified to profit or loss
-Re-measurement gains/(losses) on defined benefit plans (3.22) 16.77
-Income Tax relating to re-measurement gains/(losses)
on defined benefit plans 1.07 -
-Equity investments through other comprehensive income (464.95) (4,445.13)
-Income tax relating to items that will not be reclassified to profit
or loss - -
Items that will be reclassified to profit or loss
Equity investments through other comprehensive income 1.42 (2.81)
-Income tax relating to items that will be reclassified to profit or loss (0.17) 0.30
Other Comprehensive Income for the year (465.85) (4,430.87)
Total Comprehensive Income for the year 444.87 (3,921.35)
The accompanying notes are an integral part of these standalone financial statements
This is the Statement of Profit and Loss referred to in our report of even date
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) (Director) (Executive Director)
M.No.540386 (DIN- 00607290) (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
45
NAHAR POLY FILMS LIMITED Annual Report 2019
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019
(` in Lakhs)
Particulars Current Year Previous Year
A. CASH FLOW FROM OPERATING ACTIVITIES:
Profit/(loss) before Tax Expenses 1,292.27 715.71
Add: Adjustment for Non-Cash & Non-operating items
Depreciation and amortisation expense 216.51 1,435.39
Finance Costs (Including dividend on preference shares) 93.00 261.97
Interest Income (24.99) (41.99)
Dividend Income (133.69) (229.80)
(Profit)/loss on sale of investments (net) (9.53) (25.05)
Fair valuation of Investments through Profit and gains (28.50) -
Employment expenses through OCI (3.22) -
(Profit)/loss on sale of fixed assets (net) - -
Payment of CSR Fund (38.12) -
Provision for Employee Benefits 4.33 5.20
Operating profit before working capital changes (A) 1,368.06 2,121.43
Adjustments for movement in:
Changes in Trade Receivables and other receivables 1,196.87 (69.36)
Changes in Inventories (158.22) (75.57)
Changes in Loans (long term) 12.54 (22.38)
Changes in Loans (Short term) (0.86) (0.35)
Changes in other current assets 127.88 (100.37)
Changes in other financial assets 453.04 (10.96)
Changes in Trade and other payables 114.77 (53.90)
Changes in other financial liabilities 4.50 32.56
Changes in other current liabilities 186.29 (108.14)
Changes in Current borrowings (1,351.55) 994.01
The accompanying notes are an integral part of these standalone financial statements
This is the cash flow statement referred to in our report of even date
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) (Director) (Executive Director)
M.No.540386 DIN - 00607290 (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
46
NAHAR POLY FILMS LIMITED Annual Report 2019
Notes forming part of Standalone financial statements for the year ended 31st March 2019
Quoted
Nahar Capital & Financial Services Limited 6,611,632 3,673.16 6,611,632 3,673.16
(Equity Shares of `5 each fully paid-up)
Sub total (a) 6,611,632 3,673.16 6,611,632 3,673.16
47
NAHAR POLY FILMS LIMITED Annual Report 2019
As at As at
Particulars 31 March, 2019 31 March, 2018
48
NAHAR POLY FILMS LIMITED Annual Report 2019
As at As at
Particulars 31 March, 2019 31 March, 2018
49
NAHAR POLY FILMS LIMITED Annual Report 2019
As at As at
Particulars 31 March, 2019 31 March, 2018
50
NAHAR POLY FILMS LIMITED Annual Report 2019
As at As at
Particulars 31 March, 2019 31 March, 2018
51
NAHAR POLY FILMS LIMITED Annual Report 2019
52
NAHAR POLY FILMS LIMITED Annual Report 2019
(A) Reconciliation of tax liability on book profit vis-à-vis actual tax liability
Accounting profit before income tax 1,292.27 715.71
Statutory income tax rate 34.944% 34.944%
Current tax expenses on profit before tax at the statutory income tax rate in India 451.57 250.10
Other permanent differences (33.40) (44.99)
Income taxed on different tax rate - 2.75
Charge/(credit) in respect of earlier years (36.62) (1.66)
Unrecognised tax assets (net) - -
Income tax expense reported in the statement of profit and loss 381.55 206.19
(B) The movement in deferred tax assets and liabilities during the year
The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority Significant
management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of
deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income and the period over
which deferred income tax assets will be recovered. Any changes in future taxable income would impact the recoverability of deferred tax
assets.
53
NAHAR POLY FILMS LIMITED Annual Report 2019
54
NAHAR POLY FILMS LIMITED Annual Report 2019
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when
the deferred tax balances relate to same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the Statement of profit and loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In that case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.
(f) Trade Receivables:
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment.
(g) Cash and cash Equivalents:
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash in hand, other bank balances,
and bank overdrafts.
h) Inventories
Inventories are valued at cost or net realizable value, whichever is lower. However to determine the cost, the following methods are
adopted:-
1. a) For Raw Material on moving weighted average method plus direct expenses.
b) For Stores and Spares on moving weighted average method plus direct expenses.
c) For Work–in–Process, cost of Raw Material plus appropriate share of manufacturing expenses / relevant Overheads / conversion
cost depending upon the stage of completion.
2. For Finished goods, cost of raw material plus conversion costs, packing cost and other overheads incurred to bring the inventories to
their present condition and location.
3. Further Wastage and Rejections are valued at net realizable value only.
4. Goods in Transit are valued at cost.
i) INVESTMENT AND OTHER FINANCIAL ASSETS
i) Classification
The company classifies its financial assets in the following measurement categories –
- Those to be measured subsequently at fair value (either through other comprehensive income or through Statement of profit
and loss), and
- Those measured at amortised cost
The classification depends on the company's business model for managing the financial assets and the contractual terms of
cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For
investments in debt instruments, this will depend on the business model in which the investment is held. For investments in
equity instruments, this will depend on whether the company has made an irrevocable election at the time of initial recognition to
account for the equity investment at the fair value through other comprehensive income
ii) Measurement
At initial recognition, the company measures a financial asset at its fair value plus transaction cost that are directly attributable to
the acquisition of the financial asset. In the case of a financial asset at fair value through profit or loss, transaction costs of
financial assets are expensed in the Statement of profit and loss.
The company subsequently measures all equity investments at fair value. Where the company's management has elected to
present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and
losses to profit or loss.
iii) Impairment of financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less cost of disposal and its value in use.
The company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost
and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in
credit risk.
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NAHAR POLY FILMS LIMITED Annual Report 2019
For trade receivables only, the company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.
iv) De-recognition of Financial Assets:
Financial asset is derecognised only when
- The company has transferred the rights to receive cash flows from the financial asset or
- Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the
cash flows to one or more recipients.
v) Income Recognition:
Interest income – Interest income from debt instruments is recognised using the effective interest rate method.
Dividend income -Dividends are recognised in profit or loss only when the right to receive payment is established.
Rental Income - Rental income is accounted for on accrual basis.
Scrap (i.e. empties, wastage etc. Other than production ) is accounted for on sale basis.
j) Impairment of Non-Financial assets
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable amount. The recoverable amount is higher of an asset's fair value less costs of disposal and value in use. For the
purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows
which are largely independent of the cash inflows from assets or group of assets (cash-generating units). Non-Financial assets
suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
k) Non- Current Assets Held for Sale:
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use and sale is considered highly probable. They are measured at lower of their carrying amount
and fair value less cost to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial
assets and contractual rights under insurance contracts, which are specifically exempt.
Non-current assets are not depreciated or amortised while they are classified held for sale. Interest and other expenses
attributable to the liabilities of disposal, company classified as held for sale, continue to be recognised.
l) Derivatives that are not designated as hedges
The company enters into certain derivatives/forward contracts to hedge foreign currency risks which are not designated as
hedges. Such contracts are accounted for at fair value through profit or loss.
m) Property, plant and equipment
Property, Plant and equipment are stated at cost, less accumulated depreciation and impairment if any. Cost directly attributable
to acquisition are capitalised untill the property, plant and equipment are ready for use.
Depreciation methods, estimated useful lives and residual value
The company depreciates its property, plant and equipment over the useful life in the manner prescribed in the Schedule II to the
Companies Act, 2013. The residual values are not more than 5% of the original cost of the assets.
n) Intangible assets
Computer software
Computer software are stated at cost, less accumulated amortisation and impairment ,if any.
Amortisation methods and periods
The company amortises the computer software with a finite useful life over the period of 5 years.
o) Trade and other payables
These amounts represent liabilities for goods and services provided to the company prior to the end of financial year which are
unpaid. The amounts are unsecured.
p) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using effective interest method.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability
for at least 12 months after the reporting period.
q) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized
as part of the cost of the asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.
r) Provisions and contingent liabilities
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present
obligation at the end of the reporting period.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will be
confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the
Company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable
estimate of the obligation cannot be made.
s) Employee Benefits
(i) Short term obligations
Liabilities for wages and salaries, including non-monetary benefits, if any, that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognised in respect of employees
services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are
settled.
(ii) Other long term employee benefit obligations
The liabilities, if any, which needs to be settled after 12 months from the end of the period in which the employees render the
related services are measured as the present value of expected future payments to be made in respect of services provided by
employees up to the end of reporting period using the projected unit credit method.
(iii) Post-employment obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined
benefit obligations at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated
annually by actuaries using the projected unit credit method.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in
the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement
of changes in equity and in the balance sheet.
(iv) Defined contribution plans
Contribution to Provident Fund is made in accordance with the provisions of the Employees Provident Fund and Miscellaneous
Provisions Act, 1952 and is charged to the Statement of Profit and Loss.
t) Estimates and judgements
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the
actual results. Management has made judgements, estimates and assumptions that affect the application of accounting policies
and reported amounts of assets, liabilities, income and expenses.
The areas involving critical estimates or judgements are:
- Estimation of current tax expense and payable.
- Designation of financial assets /liabilities through FVTPL.
- Estimation of defined benefit obligation.
- Recognition of deferred tax assets for carried forward tax losses.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on company and that are believed to be reasonable under the
circumstances.
21.2. Significants accounting judgements, estimates & assumptions
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements,which have the
most significant effect on the amounts recognised in the financial statements:
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimating uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
described below. The Company based its assumptions and estimates on parameters available when the financial statements
were prepared. Existing circumstances and assumptions about future developments, however, may change due to market
changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions
when they occur.
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation
are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from
actual developments in the future. These include the determination of the discount rate, future salary increases and mortality
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NAHAR POLY FILMS LIMITED Annual Report 2019
rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India,
the management considers the interest rates of government bonds in currencies consistent with the currencies of the post
employment benefit obligation.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change
only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future
inflation rates. Further details about gratuity obligations are given in Note:-24 .
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted
prices in active markets, their fair value is measured using other valuation techniques. The Inputs to these models are taken from
observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial instruments.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher
of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data
from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs
for disposing of the asset. The value in use calculation is based on a DCF model.
Particulars As at As at
31 March 2019 31 March 2018
Note:- 22 Capital Commitments and Other Commitments
a) Capital Commitments
Estimated amount of contracts remaining to be executed
not provided for (net of advances and deposits) - -
b) Other Commitments
- Bank Guarantee - -
- Letter of credits outstanding in favour of suppliers (net of advances) 106.59 41.29
- Estimated amount of contracts remaining to be executed
not provided for (net of advances and deposits) 2.25 6.61
108.80 47.90
Note:- 23 Earnings per share (EPS) (Ind AS 33)
The Company's Earnings Per Share ('EPS') is determined based on the net profit attributable to the shareholders' of the Company .
Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings
per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during
the year including share options, except where the result would be anti-dilutive.
Earnings Per Share has been computed as under: Current Year Previous Year
Profit for the year attributable to the Equity holders of the Company 910.72 509.52
Weighted-average number of equity shares for basic EPS 245.88 245.88
Earnings Per Share (Rs.) - Basic (Face value of Rs. 5 per share) 3.70 2.07
(Diluted earning per share is same as basic earning per share.)
Proposed dividend on equity shares is subject to the approval of the shareholders of the Company at the Annual General
Meeting and not recognised as liability as at the Balance Sheet date.
Note:-24 Post Retirement Benefits Plans (Ind AS 19)
Defined Benefit Plan
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in
continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the
employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of
service. For the funded plan the Company makes contributions to recognised funds in India. The Company does not fully fund the
liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity
payments.
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NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
(a) Gross amount required to be spent by the company as per section 135 of the Act. 21.75 21.84
(b) Amount spent during the year on:
- paid in cash/ cash equivalents * 21.75 0.35
- paid in next year - 21.49
- yet to be paid - -
21.75 21.84
The company and other group companies have joined hands to undertake the future CSR activities under one umbrella organisation
i.e. Oswal Foundation. Oswal Foundation, a special purpose vehicle has been considering new projects in the field of healthcare which
are likely to be finalised soon. Whenever it will mature and approved by all the companies under umbrella, the amount of CSR liability
will be contributed to Oswal foundation to implement the CSR Project during the year 2018-19.
Note:-26 Dues to micro and small suppliers
Under the section 22 of Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2nd
October, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the
information and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined
in the Micro, Small and Medium Enterprises Development Act, 2006.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Financial assets
Investments
-Equity Instruments* - 7,492.30 - - 7,957.25 -
-Debentures and Bonds - 239.43 - - 238.01 -
-Mutual funds 1,093.27 - - 464.77 - -
Security Deposits - - 198.58 - - 211.12
Trade receivables - - 2,123.43 - - 3,320.30
Cash and cash equivalents - - 100.37 - - 42.28
Other Bank Balances - - 24.09 - - 22.46
Loan to employees - - 3.99 - - 3.13
Other financial assets - - 225.64 - - 678.68
Total 1,093.27 7,731.73 2,676.10 464.77 8,195.26 4,277.97
Financial Liabilities
Non-current Borrowings - - - - - -
Current Borrowings - - 0.72 - - 1,352.27
Trade payable - - 652.82 - - 538.05
"Other financial liabilities
(Current)" - - 102.72 - - 957.05
Total - - 756.26 - - 2,847.37
* Investment in subsidiaries, joint ventures and associates are measured at cost as per Ind AS 27, 'Separate financial statements'
and hence, not presented here.
(b) Fair value hierarchy
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are
presented below. It does not include the fair value information for financial assets and liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Financial assets and liabilities measured at fair value - recurring fair value measurements
Particulars 31 March 2019 31 March 2018
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets
Investments at FVTPL
-Mutual funds 1,093.27 - - 464.77 - -
-Equity Instruments - - - - -
Investments at FVOCI
-Equity Instruments 7,492.30 - - 7,957.25 -
Debentures and Bonds 239.43 - - 238.01 - -
Total financial assets 8,825.00 - - 8,660.03 - -
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NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
Particulars As at As at
31 March, 2019 31 March, 2018
Foreign currency sensitivity
The following table demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held
constant. The impact on the Company's profit before tax is due to changes in the fair value of monetary assets and liabilities. The
Company's exposure to foreign currency changes for all other currencies is not material.
USD Sensitivity
5% decrease would Increase the profit before tax by -1.62 -2.13
5% increase would decrease the profit before tax by 1.62 2.13
c) Market risk- Price risks
The Company’s exposure to equity securities price risk arises from investments held by the Company and classified in the balance
sheet either at fair value through other comprehensive income or at fair value through profit and loss. To manage its price risk arising
from investments in equity instruments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance
with the limits set by the Company.
Price sensitivity
The table below summarizes the impact of increases/decreases of the BSE index on the Company’s equity and Gain/Loss for the
period. The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other variables held
constant, and that all the Company’s equity instruments moved in line with the index.
- Impact on total comprehensive income
500 bps in BSE Sensex 30 increase would Increase the profit before tax by 374.62 397.86
500 bps in BSE Sensex 30 decrease would decrease the profit before tax by (374.62) (397.86)
(B) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and
financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties
and incorporates this information into its credit risk controls.
(a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each
class of 'financial instruments with different characteristics. The Company assigns the following credit ratings to each class of
financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
(i) Low credit risk on financial reporting date
(ii) Moderate credit risk
(iii) High credit risk
The Company provides for expected credit loss based on the following:
Financial assets that expose the entity to credit risk – As at 31 March 2019 As at 31 March 2018
Low credit risk on reporting date
Trade receivables 2,123.43 3,320.30
Cash and cash equivalents 100.37 42.28
Other bank balances 24.09 22.46
Loans(current) 3.99 3.13
Loans(non-current) 198.58 211.12
Other financial asset (current) 225.64 678.68
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NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no
breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. No changes were made in the
objectives, policies or processes for managing capital during the years ended 31 March 2019 and 31 March 2018.
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NAHAR POLY FILMS LIMITED Annual Report 2019
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) (Director) (Executive Director)
M No.540386 DIN - 0607290 (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
INDEPENDENT AUDITOR'S REPORT Our opinion on the consolidated Ind AS financial statements does
not cover the other information and we will not express any form of
TO THE MEMBERS OF assurance conclusion thereon.
M/s. NAHAR POLY FILMS LIMITED
Report on the Consolidated Ind AS Financial Statements In connection with our audit of the consolidated Ind As financial
Opinion statements, our responsibility is to read the other information
We have audited the accompanying consolidated Ind AS financial identified above when it becomes available and, in doing so,
statements of Nahar Poly Films Limited ("the Company"), which consider whether the other information is materially inconsistent
comprise the Balance Sheet as at March 31, 2019, the Statement of with the consolidated Ind AS financial statements or our knowledge
Profit and Loss (including Other Comprehensive Income), the obtained during the course of our audit, or otherwise appears to be
Statement of Changes in Equity and the Statement of Cash Flows materially misstated. When we read the Board's Report including
for the year ended on that date, and a summary of the significant annexures to the Board's Report and Management Discussion &
accounting policies and other explanatory information (hereinafter Analysis Report, if we conclude that there is a material
referred to as "the consolidated Ind AS financial statements"). misstatement therein, we are required to communicate the matter
to those charged with governance.
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid consolidated Ind AS Management's Responsibility for the Consolidated Ind AS
financial statements give the information required by the Financial Statements
Companies Act, 2013 ("the Act") in the manner so required and The Company's Board of Directors is responsible for the
give a true and fair view in conformity with the Indian Accounting matters stated in section 134(5) of the Act with respect to the
Standards prescribed under section 133 of the Act read with the preparation of these consolidated Ind AS financial statements that
Companies (Indian Accounting Standards) Rules, 2015, as give a true and fair view of the financial position, financial
amended, ("Ind AS") and other accounting principles generally performance, total comprehensive income, changes in equity and
accepted in India, of the state of affairs of the Company as at March cash flows of the Company in accordance with the Ind AS and
31, 2019, the profit and total comprehensive income, changes in other accounting principles generally accepted in India. This
equity and its cash flows for the year ended on that date. responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for
Basis for Opinion safeguarding the assets of the Company and for preventing and
We conducted our audit of the consolidated Ind AS financial detecting frauds and other irregularities; selection and application
statements in accordance with the Standards on Auditing specified of appropriate accounting policies; making judgments and
under section 143(10) of the Act (SAs). Our responsibilities under estimates that are reasonable and prudent; and design,
those Standards are further described in the Auditor's implementation and maintenance of adequate internal financial
Responsibilities for the Audit of the Consolidated Ind AS Financial controls, that were operating effectively for ensuring the accuracy
Statements section of our report. We are independent of the and completeness of the accounting records, relevant to the
Company in accordance with the Code of Ethics issued by the preparation and presentation of the consolidated Ind AS financial
Institute of Chartered Accountants of India (ICAI) together with the statements that give a true and fair view and are free from material
independence requirements that are relevant to our audit of the misstatement, whether due to fraud or error.
consolidated Ind AS financial statements under the provisions of
the Act and the Rules made thereunder, and we have fulfilled our In preparing the consolidated Ind AS financial statements,
other ethical responsibilities in accordance with these management is responsible for assessing the Company's ability to
requirements and the ICAI's Code of Ethics. We believe that the continue as a going concern, disclosing, as applicable, matters
audit evidence we have obtained is sufficient and appropriate to related to going concern and using the going concern basis of
provide a basis for our audit opinion on the consolidated Ind As accounting unless management either intends to liquidate the
financial statements. Company or to cease operations, or has no realistic alternative but
to do so.
Key Audit Matters
Key audit matters are those matters that, in our professional The Board of Directors are responsible for overseeing the
judgment, were of most significance in our audit of the consolidated Company's financial reporting process.
Ind AS financial statements of the current period. These matters
were addressed in the context of our audit of the consolidated Ind Auditor's Responsibilities for the Audit of the Consolidated
AS financial statements as a whole, and in forming our opinion Ind AS Financial Statements
thereon, and we do not provide a separate opinion on these
matters. There is no key audit matters to be communicated in our Our objectives are to obtain reasonable assurance about whether
report. the consolidated Ind AS financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to
Information Other than the Consolidated Ind AS Financial issue an auditor's report that includes our opinion. Reasonable
Statements and Auditor's Report thereon assurance is a high level of assurance, but is not a guarantee that
The Company's Board of Directors is responsible for the an audit conducted in accordance with SAs will always detect a
preparation of the other information. The other information material misstatement when it exists. Misstatements can arise from
comprises the information included in the Board's Report including fraud or error and are considered material if, individually or in the
annexures to the Board's Report and Management Discussion & aggregate, they could reasonably be expected to influence the
Analysis Report, but does not include the consolidated Ind AS economic decisions of users taken on the basis of these
financial statements and our auditors' report thereon. The Board's consolidated Ind AS financial statements.
Report including annexures to the Board's Report and As part of an audit in accordance with SAs, we exercise
Management Discussion & Analysis Report is expected to be made professional judgment and maintain professional skepticism
available to us after the date of this auditors' report. throughout the audit. We also:
? Identify and assess the risks of material misstatement of
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NAHAR POLY FILMS LIMITED Annual Report 2019
1. As required by Section 143(3) of the Act, based on our audit Dated: 30-05-2019
we report that: Place : Ludhiana
69
NAHAR POLY FILMS LIMITED Annual Report 2019
Annexure - A to the Independent Auditors' Report Meaning of Internal Financial Controls over Financial
Reporting
(Reffered to in paragraph 1 (f) under’ Report on Other Legel and A company's internal financial control over financial reporting is a
Regulatory Requirements’ section of our report to the Members of process designed to provide reasonable assurance regarding the
NAHAR POLY FILMS LIMITED of even date) reliability of financial reporting and the preparation of Ind AS
Financial Statements for external purposes in accordance with
Report on the Internal Financial Controls under Clause (i) of Sub- generally accepted accounting principles. A company's internal
section 3 of Section 143 of the Companies Act, 2013 ("the Act") financial control over financial reporting includes those policies and
procedures that
We have audited the internal financial controls over financial
reporting of Nahar Poly Films Ltd ("the Company") as of 31 March (1) pertain to the maintenance of records that, in reasonable detail,
2019 in conjunction with our audit of the consolidated Ind AS accurately and fairly reflect the transactions and dispositions of the
Financial Statements of the Company for the year ended on that assets of the company; (2) provide reasonable assurance that
date. transactions are recorded as necessary to permit preparation of
Ind AS Financial Statements in accordance with generally
Management's Responsibility for Internal Financial Controls accepted accounting principles, and that receipts and
The Respective Board of Directors of the Holding Company and its expenditures of the company are being made only in accordance
associate company are responsible for establishing and with authorisations of management and directors of the company;
maintaining internal financial controls based on the internal control and (3) provide reasonable assurance regarding prevention or
over financial reporting criteria established by the Company timely detection of unauthorised acquisition, use, or disposition of
considering the essential components of internal control stated in the company's assets that could have a material effect on the Ind
the Guidance Note on Audit of Internal Financial Controls over AS Financial Statements.
Financial Reporting issued by the Institute of Chartered
Accountants of India ('ICAI'). These responsibilities include the Inherent Limitations of Internal Financial Controls Over
design, implementation and maintenance of adequate internal Financial Reporting
financial controls that were operating effectively for ensuring the Because of the inherent limitations of internal financial controls
orderly and efficient conduct of its business, including adherence to over financial reporting, including the possibility of collusion or
company's policies, the safeguarding of its assets, the prevention improper management override of controls, material
and detection of frauds and errors, the accuracy and completeness misstatements due to error or fraud may occur and not be detected.
of the accounting records, and the timely preparation of reliable Also, projections of any evaluation of the internal financial controls
financial information, as required under the Companies Act, 2013. over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become
Auditors' Responsibility inadequate because of changes in conditions, or that the degree of
Our responsibility is to express an opinion on the Company's compliance with the policies or procedures may deteriorate.
internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Opinion
Note on Audit of Internal Financial Controls over Financial In our opinion, the Holding Company and its associate company
Reporting (the "Guidance Note") and the Standards on Auditing, have, in all material respects, an adequate internal financial
issued by ICAI and deemed to be prescribed under section 143(10) controls system over financial reporting and such internal financial
of the Companies Act, 2013, to the extent applicable to an audit of controls over financial reporting were operating effectively as at 31
internal financial controls, both applicable to an audit of Internal March 2019, based on the internal control over financial reporting
Financial Controls and, both issued by the Institute of Chartered criteria established by the Company considering the essential
Accountants of India. Those Standards and the Guidance Note components of internal control stated in the Guidance Note on
require that we comply with ethical requirements and plan and Audit of Internal Financial Controls Over Financial Reporting
perform the audit to obtain reasonable assurance about whether issued by the ICAI.
adequate internal financial controls over financial reporting was
established and maintained and if such controls operated
effectively in all material respects. For YAPL & Co.
Chartered Accountants
Our audit involves performing procedures to obtain audit evidence Firm Regn.No.017800N
about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of (CA Neha Kansal)
internal financial controls over financial reporting included Partner
obtaining an understanding of internal financial controls over M.No.540386
financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating Dated: 30-05-2019
effectiveness of internal control based on the assessed risk. The Place : Ludhiana
procedures selected depend on the auditor's judgment, including
the assessment of the risks of material misstatement of the Ind AS
Financial Statements, whether due to fraud or error.
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NAHAR POLY FILMS LIMITED Annual Report 2019
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2019
(` in Lakhs)
Particulars Current Year Previous Year
A. CASH FLOW FROM OPERATING ACTIVITIES:
Profit/(loss) before Tax Expenses 1,604.33 1,353.56
Add: Adjustment for Non-Cash & Non-operating items
Depreciation and amortisation expense 216.51 1,435.39
(Income)/Loss from Associates (312.06) (637.85)
Finance Costs (Including dividend on preference shares) 93.00 261.97
Interest Income (24.99) (41.99)
Dividend Income (34.52) (130.63)
(Profit)/loss on sale of investments (net) (9.53) (25.05)
Fair valuation of Investments through Profit and gains (28.50) -
Employment expenses through OCI (3.22) -
(Profit)/loss on sale of fixed assets (net) -
Payment of CSR Fund (38.12) -
Provision for Employee Benefits 4.33 5.20
Operating profit before working capital changes (A) 1,467.23 2,220.60
Adjustments for movement in:
Changes in Trade Receivables and other receivables 1,196.87 (69.36)
Changes in Inventories (158.22) (75.57)
Changes in Loans (long term) 12.54 (22.38)
Changes in Loans (Short term) (0.86) (0.35)
Changes in other current assets 127.88 (100.37)
Changes in other financial assets 453.04 (10.96)
Changes in Trade and other payables 114.77 (53.90)
Changes in other financial liabilities 4.50 32.56
Changes in other current liabilities 186.29 (108.14)
Changes in Current borrowings (1,351.55) 994.01
Cash flow from operating activities before taxes 585.26 585.54
Direct taxes paid (net of refunds & demands) (276.99) (490.65)
Net cash flow from operating activities (B) 308.27 94.89
Cash flow from investing activities:
Purchase of fixed assets (including capital advances and creditors for capital goods) (84.78) (95.90)
Proceeds from sale of fixed assets - -
Purchase of Investments (1,825.00) (450.00)
Proceeds from sale of Investments 1,234.53 225.05
Interest Income 24.99 41.99
Dividend Income 34.52 130.63
Net cash flow (used) in investing activities (C) (615.74) (148.23)
Cash flow from financing activities:
Proceeds from issue of redeemable non-cumulative preference shares
Interest paid (93.00) (261.97)
Repayment of long term borrowings (858.83) (1,740.88)
Proceeds from long term borrowings - -
Dividend Paid (122.94) (122.94)
Corporate Dividend Tax Paid (25.27) (25.03)
The accompanying notes are an integral part of these consolidated financial statements
This is the cash flow statement referred to in our report of even date
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) (Director) (Executive Director)
M.No.540386 DIN - 00607290 (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
71
NAHAR POLY FILMS LIMITED Annual Report 2019
CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2019 All Figures ` in Lakhs unless stated otherwise
Current liabilities
Financial liabilities
Borrowings 10.1 0.72 1,352.27
Trade and other payables 10.2 652.82 538.05
Other financial liabilities 10.3 102.72 957.05
Other current liabilities 11 297.55 111.26
Provisions 12 9.53 5.20
Current tax liabilities (Net) - -
1,063.34 2,963.83
Total Equity and liabilities 46,786.73 48,659.13
The accompanying notes are an integral part of these consolidated financial statements
This is the Balance Sheet referred to in our report of even date
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) Director) (Executive Director)
M.No.540386 (DIN - 00607290) (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
72
NAHAR POLY FILMS LIMITED Annual Report 2019
CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH 2019
(` in Lakhs)
Particulars Note No. Current Year Previous Year
` `
INCOME
Revenue from operations 13 26,572.77 25,966.70
Other Income 14 138.37 266.75
Total Income 26,711.14 26,233.45
EXPENSES
Cost of materials consumed 15 20,915.72 19,183.78
Purchase Stock in trade 11.96 -
Change in inventories of finished goods, stock in trade
and work -in-progress 16 14.02 (244.00)
Excise Duty Expense - 770.10
Employee benefit expense 17 759.23 731.65
Finance costs 18 93.00 261.97
Depreciation and amortisation expense 1 216.51 1,435.39
Other expenses 19 3,507.60 3,478.02
Total Expenses 25,518.04 25,616.91
Profit/(loss) before Tax Expenses 1,193.10 616.54
Tax expense: 20
- Current tax (240.55) (473.34)
- Deferred tax (141.00) 267.15
Profit for the year 811.55 410.35
Share of Profit (Loss) from Associates under equity method 411.23 737.02
Profit for the year after share of profit from associates 1,222.78 1,147.37
Other comprehensive income (OCI)
Items that will not be reclassified to profit or loss
-Re-measurement gains/(losses) on defined benefit plans (3.22) 16.77
-Income Tax relating to re-measurement gains/(losses)
on defined benefit plans 1.07 -
-Equity investments through other comprehensive income (464.95) (4,445.13)
-Income tax relating to items that will not be reclassified to profit
or loss - -
Items that will be reclassified to profit or loss
Equity investments through other comprehensive income 1.42 (2.81)
-Income tax relating to items that will be reclassified to profit or loss (0.17) 0.30
Share of other comprehensive income from Associates under equity (542.51) 504.79
method
Other Comprehensive Income for the year (1,008.36) (3,926.08)
Total Comprehensive Income for the year 214.42 (2,778.71)
Earnings per equity share of ` 5 each
Basic and Diluted 4.97 4.67
The accompanying notes are an integral part of these consolidated financial statements
This is the Statement of Profit and Loss referred to in our report of even date
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) (Director) (Executive Director)
M.No.540386 (DIN- 00607290) (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
73
NAHAR POLY FILMS LIMITED Annual Report 2019
Notes forming part of Consolidated financial statements for the year ended 31st March 2019
Quoted
Nahar Capital & Financial Services Limited 6,611,632 29,858.15 6,611,632 30,088.60
(Equity Shares of `5 each fully paid-up)
Sub total (a) 6,611,632 29,858.15 6,611,632 30,088.60
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NAHAR POLY FILMS LIMITED Annual Report 2019
As at As at
Particulars 31 March, 2019 31 March, 2018
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NAHAR POLY FILMS LIMITED Annual Report 2019
Particulars As at As at
31 March, 2019 31 March, 2018
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NAHAR POLY FILMS LIMITED Annual Report 2019
Particulars As at As at
31 March, 2019 31 March, 2018
(b) Capital reserve on acquisition of shares of associates
Opening Balance as per last Balance Sheet 10,078.26 10,078.26
Add : Additions during the year - -
Balance as at the year end 10,078.26 10,078.26
(c) Corporate Social Responsibility Reserve
Opening Balance as per last Balance Sheet 38.13 16.64
Add : Additions during the year - 21.49
Less: Used during the year (38.13) -
Balance as at the year end - 38.13
(d) General Reserve
Opening Balance as per last Balance Sheet 10,160.18 10,160.18
Add : Additions during the year - -
Balance as at the year end 10,160.18 10,160.18
(e) Retained Earnings
Opening Balance as per last Balance Sheet 19,583.80 22,631.13
Profit for the year 1,123.61 1048.20
Other Comprehensive Income for the year (net of tax) (1,008.36) (3,926.08)
Dividends (122.94) (122.94)
Dividend distribution tax (25.27) (25.03)
Transfer to Corporate social responsibility reserve - (21.49)
Particulars As at As at
31 March, 2019 31 March, 2018
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NAHAR POLY FILMS LIMITED Annual Report 2019
(A) Reconciliation of tax liability on book profit vis-à-vis actual tax liability
Accounting profit before income tax 1,193.10 616.54
Statutory income tax rate 34.944% 34.944%
Current tax expenses on profit before tax at the statutory income tax rate in India 416.92 215.44
Other permanent differences 1.25 (10.34)
Income taxed on different tax rate - 2.75
Charge/(credit) in respect of earlier years (36.62) (1.66)
Unrecognised tax assets (net) - -
Income tax expense reported in the statement of profit and loss 381.55 206.19
(B) The movement in deferred tax assets and liabilities during the year
Balance Sheet Statement of profit and loss Other Comprehensive Income
31 March 2019 31 March 2018 31 March 2019 31 March 2018 31 March 2019 31 March 2018
Accelerated depreciation
for tax purposes 257.39 399.14 141.57 (266.12) 0.17 0.30
and other Ind AS
adjustments
Expenditure incurred u/s 43B 13.82 13.24 (0.57) (1.03)
271.21 412.38 141.00 (267.15) 0.17 0.30
The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority Significant
management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of
deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income and the period over
which deferred income tax assets will be recovered. Any changes in future taxable income would impact the recoverability of deferred tax
assets.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when
the deferred tax balances relate to same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the Statement of profit and loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In that case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.
(f) Trade Receivables:
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment.
(g) Cash and cash Equivalents:
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash in hand, other bank balances,
and bank overdrafts.
h) Inventories
Inventories are valued at cost or net realizable value, whichever is lower. However to determine the cost, the following methods are
adopted:-
1. a) For Raw Material on moving weighted average method plus direct expenses.
b) For Stores and Spares on moving weighted average method plus direct expenses.
c) For Work–in–Process, cost of Raw Material plus appropriate share of manufacturing expenses / relevant Overheads / conversion
cost depending upon the stage of completion.
2. For Finished goods, cost of raw material plus conversion costs, packing cost and other overheads incurred to bring the inventories to
their present condition and location.
3. Further Wastage and Rejections are valued at net realizable value only.
4. Goods in Transit are valued at cost.
i) INVESTMENT AND OTHER FINANCIAL ASSETS
i) Classification
The company classifies its financial assets in the following measurement categories –
- Those to be measured subsequently at fair value (either through other comprehensive income or through Statement of profit
and loss), and
- Those measured at amortised cost
The classification depends on the company's business model for managing the financial assets and the contractual terms of
cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For
investments in debt instruments, this will depend on the business model in which the investment is held. For investments in
equity instruments, this will depend on whether the company has made an irrevocable election at the time of initial recognition to
account for the equity investment at the fair value through other comprehensive income
ii) Measurement
At initial recognition, the company measures a financial asset at its fair value plus transaction cost that are directly attributable to
the acquisition of the financial asset. In the case of a financial asset at fair value through profit or loss, transaction costs of
financial assets are expensed in the Statement of profit and loss.
The company subsequently measures all equity investments at fair value. Where the company's management has elected to
present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and
losses to profit or loss.
iii) Impairment of financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less cost of disposal and its value in use.
The company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost
and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in
credit risk.
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NAHAR POLY FILMS LIMITED Annual Report 2019
For trade receivables only, the company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.
iv) De-recognition of Financial Assets:
Financial asset is derecognised only when
- The company has transferred the rights to receive cash flows from the financial asset or
- Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the
cash flows to one or more recipients.
v) Income Recognition:
Interest income – Interest income from debt instruments is recognised using the effective interest rate method.
Dividend income -Dividends are recognised in profit or loss only when the right to receive payment is established.
Rental Income - Rental income is accounted for on accrual basis.
Scrap (i.e. empties, wastage etc. Other than production ) is accounted for on sale basis.
j) Impairment of Non-Financial assets
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable amount. The recoverable amount is higher of an asset's fair value less costs of disposal and value in use. For the
purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows
which are largely independent of the cash inflows from assets or group of assets (cash-generating units). Non-Financial assets
suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
k) Non- Current Assets Held for Sale:
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use and sale is considered highly probable. They are measured at lower of their carrying amount
and fair value less cost to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial
assets and contractual rights under insurance contracts, which are specifically exempt.
Non-current assets are not depreciated or amortised while they are classified held for sale. Interest and other expenses
attributable to the liabilities of disposal, company classified as held for sale, continue to be recognised.
l) Derivatives that are not designated as hedges
The company enters into certain derivatives/forward contracts to hedge foreign currency risks which are not designated as
hedges. Such contracts are accounted for at fair value through profit or loss.
m) Property, plant and equipment
Property, Plant and equipment are stated at cost, less accumulated depreciation and impairment if any. Cost directly attributable
to acquisition are capitalised untill the property, plant and equipment are ready for use.
Depreciation methods, estimated useful lives and residual value
The company depreciates its property, plant and equipment over the useful life in the manner prescribed in the Schedule II to the
Companies Act, 2013. The residual values are not more than 5% of the original cost of the assets.
n) Intangible assets
Computer software
Computer software are stated at cost, less accumulated amortisation and impairment ,if any.
Amortisation methods and periods
The company amortises the computer software with a finite useful life over the period of 5 years.
o) Trade and other payables
These amounts represent liabilities for goods and services provided to the company prior to the end of financial year which are
unpaid. The amounts are unsecured.
p) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using effective interest method.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability
for at least 12 months after the reporting period.
q) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized
as part of the cost of the asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.
r) Provisions and contingent liabilities
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present
obligation at the end of the reporting period.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will be
confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the
Company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable
estimate of the obligation cannot be made.
s) Employee Benefits
(i) Short term obligations
Liabilities for wages and salaries, including non-monetary benefits, if any, that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognised in respect of employees
services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are
settled.
(ii) Other long term employee benefit obligations
The liabilities, if any, which needs to be settled after 12 months from the end of the period in which the employees render the
related services are measured as the present value of expected future payments to be made in respect of services provided by
employees up to the end of reporting period using the projected unit credit method.
(iii) Post-employment obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined
benefit obligations at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated
annually by actuaries using the projected unit credit method.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in
the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement
of changes in equity and in the balance sheet.
(iv) Defined contribution plans
Contribution to Provident Fund is made in accordance with the provisions of the Employees Provident Fund and Miscellaneous
Provisions Act, 1952 and is charged to the Statement of Profit and Loss.
t) Estimates and judgements
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the
actual results. Management has made judgements, estimates and assumptions that affect the application of accounting policies
and reported amounts of assets, liabilities, income and expenses.
The areas involving critical estimates or judgements are:
- Estimation of current tax expense and payable.
- Designation of financial assets /liabilities through FVTPL.
- Estimation of defined benefit obligation.
- Recognition of deferred tax assets for carried forward tax losses.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on company and that are believed to be reasonable under the
circumstances.
21.2. Significants accounting judgements, estimates & assumptions
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements,which have the
most significant effect on the amounts recognised in the financial statements:
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimating uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
described below. The Company based its assumptions and estimates on parameters available when the financial statements
were prepared. Existing circumstances and assumptions about future developments, however, may change due to market
changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions
when they occur.
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation
are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from
actual developments in the future. These include the determination of the discount rate, future salary increases and mortality
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NAHAR POLY FILMS LIMITED Annual Report 2019
rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India,
the management considers the interest rates of government bonds in currencies consistent with the currencies of the post
employment benefit obligation.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change
only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future
inflation rates. Further details about gratuity obligations are given in Note:-24 .
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted
prices in active markets, their fair value is measured using other valuation techniques. The Inputs to these models are taken from
observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial instruments.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher
of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data
from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs
for disposing of the asset. The value in use calculation is based on a DCF model.
Particulars As at As at
31 March 2019 31 March 2018
Note:- 22 Capital Commitments and Other Commitments
a) Capital Commitments
Estimated amount of contracts remaining to be executed
not provided for (net of advances and deposits) - -
b) Other Commitments
- Bank Guarantee - -
- Letter of credits outstanding in favour of suppliers (net of advances) 106.59 41.29
- Estimated amount of contracts remaining to be executed
not provided for (net of advances and deposits) 2.25 6.61
108.80 47.90
Note:- 23 Earnings per share (EPS) (Ind AS 33)
The Company's Earnings Per Share ('EPS') is determined based on the net profit attributable to the shareholders' of the Company .
Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings
per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during
the year including share options, except where the result would be anti-dilutive.
Earnings Per Share has been computed as under: Current Year Previous Year
Profit for the year attributable to the Equity holders of the Company 1222.78 1147.37
Weighted-average number of equity shares for basic EPS 245.88 245.88
Earnings Per Share (Rs.) - Basic (Face value of Rs. 5 per share) 4.97 4.67
(Diluted earning per share is same as basic earning per share.)
Proposed dividend on equity shares is subject to the approval of the shareholders of the Company at the Annual General
Meeting and not recognised as liability as at the Balance Sheet date.
Note:-24 Post Retirement Benefits Plans (Ind AS 19)
Defined Benefit Plan
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in
continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the
employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of
service. For the funded plan the Company makes contributions to recognised funds in India. The Company does not fully fund the
liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity
payments.
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NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
(a) Gross amount required to be spent by the company as per section 135 of the Act. 21.75 21.84
(b) Amount spent during the year on:
- paid in cash/ cash equivalents * 21.75 0.35
- paid in next year - 21.49
- yet to be paid - -
21.75 21.84
The company and other group companies have joined hands to undertake the future CSR activities under one umbrella organisation
i.e. Oswal Foundation. Oswal Foundation, a special purpose vehicle has been considering new projects in the field of healthcare which
are likely to be finalised soon. Whenever it will mature and approved by all the companies under umbrella, the amount of CSR liability
will be contributed to Oswal foundation to implement the CSR Project during the year 2018-19.
Note:-26 Dues to micro and small suppliers
Under the section 22 of Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2nd
October, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the
information and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined
in the Micro, Small and Medium Enterprises Development Act, 2006.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Financial assets
Investments
-Equity Instruments* - 7,492.30 - - 7,957.25 -
-Debentures and Bonds - 239.43 - - 238.01 -
-Mutual funds 1,093.27 - - 464.77 - -
Security Deposits - - 198.58 - - 211.12
Trade receivables - - 2,123.43 - - 3,320.30
Cash and cash equivalents - - 100.37 - - 42.28
Other Bank Balances - - 24.09 - - 22.46
Loan to employees - - 3.99 - - 3.13
Other financial assets - - 225.64 - - 678.68
Total 1,093.27 7,731.73 2,676.10 464.77 8,195.26 4,277.97
Financial Liabilities
Non-current Borrowings - - - - - -
Current Borrowings - - 0.72 - - 1,352.27
Trade payable - - 652.82 - - 538.05
"Other financial liabilities
(Current)" - - 102.72 - - 957.05
Total - - 756.26 - - 2,847.37
* Investment in subsidiaries, joint ventures and associates are measured at cost as per Ind AS 27, 'Separate financial statements'
and hence, not presented here.
(b) Fair value hierarchy
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are
presented below. It does not include the fair value information for financial assets and liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Financial assets and liabilities measured at fair value - recurring fair value measurements
Particulars 31 March 2019 31 March 2018
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets
Investments at FVTPL
-Mutual funds 1,093.27 - - 464.77 - -
-Equity Instruments - - - - -
Investments at FVOCI
-Equity Instruments 7,492.30 - - 7,957.25 -
Debentures and Bonds 239.43 - - 238.01 - -
Total financial assets 8,825.00 - - 8,660.03 - -
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NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
Particulars As at As at
31 March, 2019 31 March, 2018
Foreign currency sensitivity
The following table demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held
constant. The impact on the Company's profit before tax is due to changes in the fair value of monetary assets and liabilities. The
Company's exposure to foreign currency changes for all other currencies is not material.
USD Sensitivity
5% decrease would Increase the profit before tax by -1.62 -2.13
5% increase would decrease the profit before tax by 1.62 2.13
c) Market risk- Price risks
The Company’s exposure to equity securities price risk arises from investments held by the Company and classified in the balance
sheet either at fair value through other comprehensive income or at fair value through profit and loss. To manage its price risk arising
from investments in equity instruments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance
with the limits set by the Company.
Price sensitivity
The table below summarizes the impact of increases/decreases of the BSE index on the Company’s equity and Gain/Loss for the
period. The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other variables held
constant, and that all the Company’s equity instruments moved in line with the index.
- Impact on total comprehensive income
500 bps in BSE Sensex 30 increase would Increase the profit before tax by 374.62 397.86
500 bps in BSE Sensex 30 decrease would decrease the profit before tax by (374.62) (397.86)
(B) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and
financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties
and incorporates this information into its credit risk controls.
(a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each
class of 'financial instruments with different characteristics. The Company assigns the following credit ratings to each class of
financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
(i) Low credit risk on financial reporting date
(ii) Moderate credit risk
(iii) High credit risk
The Company provides for expected credit loss based on the following:
Financial assets that expose the entity to credit risk – As at 31 March 2019 As at 31 March 2018
Low credit risk on reporting date
Trade receivables 2,123.43 3,320.30
Cash and cash equivalents 100.37 42.28
Other bank balances 24.09 22.46
Loans(current) 3.99 3.13
Loans(non-current) 198.58 211.12
Other financial asset (current) 225.64 678.68
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NAHAR POLY FILMS LIMITED Annual Report 2019
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no
breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. No changes were made in the
objectives, policies or processes for managing capital during the years ended 31 March 2019 and 31 March 2018.
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NAHAR POLY FILMS LIMITED Annual Report 2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
(b) Summarised Financial information for the associates that are material to the Group. The information disclosed reflects the
amounts presented in the financial statement of the relevant associates by using Equity method.
The Company adopted Ind-AS issued by MCA w.e.f 01.04.2017 (Transition date being 01.04.2016). However, the associate
company M/s. Nahar Capital & Financial Services Limited has adopted Indian Accounting Standard (IND-AS) issued by MCA
w.e.f. 1st April, 2018 (Transition date being 1st April, 2017). Since, it was impracticable to convert the financial statements of
above associate company from Indian GAAP to Ind-AS on the date of previous Balance Sheet (31.03.2018), the company had
considered Indian GAAP financial statements of the associate for the purpose of preparing its own consolidated financial
statements as on 31.03.2018. Now the above statements as per IndAs are available for both the financial years, we revised the
figures of 31.03.2018 as well, as per Ind-AS.
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NAHAR POLY FILMS LIMITED Annual Report 2019
Additional Information as required Under Schedule III to companies Act, 2013 of entities Consolidated as Associates.
Name of the Entity Share of Net Assets, i.e., Share in profit or loss Share in Other Share in Total
total assets minus total Comprehensive Comprehensive
liabilities Income Income
* Accounted as per equity method. Amounts given here in respect of associates are the share of the group in the net assets of the respective
associates and the share of the group in the profit or loss of the respective associates.
The Company adopted Ind-AS issued by MCA w.e.f 01.04.2017 (Transition date being 01.04.2016). However, the associate company M/s.
Nahar Capital & Financial Services Limited has adopted Indian Accounting Standard (IND-AS) issued by MCA w.e.f. 1st April, 2018
(Transition date being 1st April, 2017). Since, it was impracticable to convert the financial statements of above associate company from
Indian GAAP to Ind-AS on the date of previous Balance Sheet (31.03.2018), the company had considered Indian GAAP financial statements
of the associate for the purpose of preparing its own consolidated financial statements as on 31.03.2018. Now the above statements as per
IndAs are available for both the financial years, we revised the figures of 31.03.2018 as well, as per Ind-AS.
Note:-35 General
- Previous year figures has been regrouped/reclasified to confirm the current year classification.
- All Amounts ` in Lakhs, unless stated otherwise
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) (Director) (Executive Director)
M No.540386 DIN - 0607290 (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
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NAHAR POLY FILMS LIMITED Annual Report 2019
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs )
1. Sl. No. N.A.
2. Name of the subsidiary N.A.
3. Reporting period for the subsidiary concerned, if different from the holding company's reporting period N.A.
4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign
subsidiaries. N.A.
5. Share capital N.A
6. Reserves & surplus N.A.
7. Total assets N.A.
8. Total Liabilities N.A
9. Investments N.A
10. Turnover N.A
11. Profit before taxation N.A
12. Provision for taxation N.A
13. Profit after taxation N.A
14. Proposed Dividend N.A
15. % of shareholding N.A
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations : N.A.
2. Names of subsidiaries which have been liquidated or sold during the year. : N.A.
per Neha Kansal Rakesh Jain Bhoomika Dinesh Oswal S.K Sharma
Partner (Chief Financial Officer) (Company Secretary) Director) (Executive Director)
M.No.540386 (DIN - 00607290) (DIN :00402712)
Place : Ludhiana
Date : 30.05.2019
97
Notes
98
99
INSTRUCTIONS
1. General Instructions:
a. There will be one Ballot Form/e-voting for every Client ID No./Folio No., irrespective of the number of joint holders.
b. Members have option to vote either through remote e-voting or through Ballot Form at the AGM. If a member has casted vote via remote e-
voting, then vote cast by him/her via ballot form at the AGM shall be considered as invalid.
c. Voting in the e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to vote through their
authorised representatives with proof of their authorization, as stated below under instruction no. 2(b).
d. Any query in relation to the Resolutions proposed to be passed at the ensuing AGM may be addressed to Company Secretary, at the
Registered Office of the Company.
e. The Scrutinizer's decision on the validity of a Ballot/E-voting shall be final and binding.
2. Instructions for voting physically by Ballot Form:
a. This Form must be completed and signed by the Member who is desirous of exercising his/her vote at the 31st Annual General Meeting, as per
specimen signature registered with the Company or Depository Participant, as the case may be. In case of joint holding, this Form must be
completed and signed (as per the specimen signature registered with the Company) by the first named Member and in his/her absence, by the
next named Member.
b. In respect of shares held by corporate and institutional members (companies, trusts, societies, etc.), the completed Ballot Form should be
accompanied by a certified copy of the relevant Board Resolution/appropriate authorization, with the specimen signature(s) of the authorized
signatory(ies) duly attested.
c. Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on cut off date i.e. 23rd
September, 2019.
d. The consent must be accorded by recording the assent in the column 'FOR' or dissent in the column 'AGAINST' by placing a tick mark (v) in the
appropriate column in the Ballot Form. The assent or dissent received in any other form shall not be considered valid.
e. Members are requested to fill the Ballot Form in indelible ink and avoid filling it by using erasable writing medium(s) like pencil.
f. Incomplete, unsigned or incorrectly ticked Ballot Forms will be rejected.
g. The Scrutinizer shall immediately after the conclusion of Annual General Meeting first count the votes cast at the meeting, thereafter unblock
the votes cast through remote e-voting in the presence of atleast two witnesses not in the employment of the Company and make, not later
than three days of conclusion of the meeting, a Consolidated Scrutinizer's Report of the total votes cast in the favor or against, if any, forthwith
to the Chairman of the Company.
h. The results declared along with the consolidated scrutinizer's report shall be placed on the website of the Company www.owmnahar.com and
on the website of CDSL www.cdslindia.com. The results shall simultaneously be communicated to the Stock Exchanges.
Premises of