Dear Members,

The directors have pleasure in presenting the THIRTIETH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2018.

FINANCIAL PERFORMANCE

Your Company’s Financial Performance during the year is summarised below:

(Rs. In crores)

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) vide its notification dated February, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. The Company has adopted Indian Accounting Standards (Ind AS) from 01 April 2017 (transition date being 01 April 2016) and accordingly, the financial statements have been prepared as per the Indian Accounting Standard Rules, 2015, as prescribed under section (133) of the Companies Act, 2013 read with relevant Rules issued thereunder and the other accounting principles generally accepted in India.

The Reconciliation and the effect of the transition as per GAAP vis a vis Ind AS has been provided in Note no 34 in the notes to the account in the Financial Statements.

OPERATIONAL REVIEW AND STATE OF AFFAIRS

We would further like to inform you that the disclosure requirements as per Indian Accounting Standard (Ind AS 108) issued by the Institute of Chartered Accountants of India, New Delhi are not applicable to the Company as the main business activities of Company falls under single segment i.e. :BOPP Films.

Further, pursuant to the requirement of section 129(3) of the Companies Act, 2013 the Company has Consolidated the Financial statements for the year ended 31^st March, 2018 in respect of its Associate companies, We would brief you regarding the financial performance of the company on Standalone as well as Consolidated basis, which is as under:-

STANDALONE FINANCIAL PERFORMANCE

We are pleased to inform that during the year under review on standalone basis, Company achieved a Total Income of Rs. 255.63 Crores (Net of Excise) as against of Rs. 257.94 Crores in the previous year. Thus the Company has been able to maintain its Top line. However the Company’s performance was severally impacted because of disruptions of trade in the domestic market due to the Goods & Services Tax implementation and Demonetization and Company could earn a Profit before tax of Rs. 7.16 Crores as against Rs. 8.25 Crores in the previous year. After providing Rs 2.06 Crores for taxation (including deferred tax) it earned a Net Profit of Rs 5.10 Crores during the year.

After taking into account "Other Comprehensive Income" (i.e.is fall of Rs (44.31) Cores in the Market Price of the Securities held by the Company and other Ind AS Adjustments) as per Accounting Standard, there is Loss of Rs (39.21) Crores during the year. The Company’s General Reserves stand at Rs 101.60 Crores on 31st March, 2018..

CONSOLIDATED FINANCIAL PERFORMANCE

On consolidated basis, Company earned Total Income of Rs. 254.63 Crores (Net of Excise) as against Rs.256.94 Crores (Net of Excise) in the previous year. It earned a profit before tax of Rs. 6.16 Crores as against Rs. 7.26 Crores in the previous year. After providing Rs 2.06 Crores for taxation including deferred tax) and share of profit from Associates of Rs 11.07 Crores, it earned a Net Profit of Rs 15.17 Crores during the year. However after taking into accounts "Other Comprehensive Income" (i.e fall of Rs (44.31) Cores in the Market Price of the Securities held by the Company and other Ind AS Adjustments) as per Accounting Standard, there is Loss of Rs (29.14) Crores during the year.

In the Current year, the Company is performing well. Your Management is of the opinion it will be able to put up a reasonably good performance in the current year.

DIVIDEND

The Board in its meeting held on 30^th May, 2018 has recommend a dividend @ 10% i.e. (Rs. 0.50/- per Equity Share of 5/- each) on the paid up equity share capital for the financial year ended 31st March, 2018 out of the reserves of the company. The proposal is subject to the approval of the Shareholders at the ensuing annual general meeting scheduled to be held on 28^th September, 2018.The total dividend declared (excluding dividend distribution tax) for the current year is Rs. 1.23 crores.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the reserve of the Company to all those shareholders whose name shall appear in the Register of Members on 11^th September 2018 or Register of Beneficial Owners, maintained by the Depositories as at the close of 11^th September 2018.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 all dividend remaing unpaid and unclaimed for a period unpaid and unclaimed for a period of seven consecutive years is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, the company has transferred an amount of Rs. 2,98,742 (Rs. Two Lacs Ninety Eight Thousand Seven Hundred and Forty Two only) being the amount of unclaimed dividend for the year 2009-10 to the Investor Education and Protection Fund.

Further, unclaimed/unpaid dividend for the year 2010-11 shall be transferred to Investor Protection Fund pursuant to section 124(5) of the Companies Act, 2013 in November, 2018. The Company has already sent letter/notice to the shareholders informing them to claim the unclaimed dividend from the Company before such transfer to the Investor Education and Protection Fund.

Besides, as per the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares on which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more is required to be transferred to the Demat account of the IEPF Authority. Accordingly in compliance of the said provision of the Act, 4,04,694 (Four Lakh Four Thousand Six Hundred and Ninety Four Only) equit shares of Rs 5/- each, were transferred to the DP/Client ID IN300708/10656671 opened in the name of the Investor Education and Protection Fund Authority. The details of the Shareholders whose shares have been transferred to the Demat account if IEPF Authority is also available on Company’s website http://owmnahar.com/ nahar polyfilm/pdf/2008-09.pdf and the same can be accessed through the link : www.iepf.gov.in.

We are pleased to inform that Shareholders can reclaim their subject shares/dividend by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. The Shareholders can also view the procedure at www.iepf.gov.in.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Dr. (Mrs.) H. K. Bal and Prof. K.S. Maini were relieved from the office of Directors on the expiry of their terms of office on 26th September, 2017. Dr. Inder Mohan Chhibba (DIN 07913491) and Dr. Manisha Gupta (DIN 06910242) were appointed as Independent Directors of the Company to hold office for Five (5) Consecutive years for a term upto 25th September, 2022 on 26th September, 2017. We would also like to inform you that pursuant to provisions of section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Sh. Jawahar Lal Oswal (DIN 00463866) and Sh. Dinesh Gogna (DIN 00498670), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The Board recommends their re-appointment to the members of the Company at the ensuing Annual General Meeting.

Further, Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018, notified on 9th May, 2018 and which will be applicable w.e.f 1st April, 2019, prescribes that no listed entity shall appoint a person or continue directorship of any person as a non-executive director, who has attained the age of seventy five years unless a Special Resolution is passed to that effect. We would like to inform you that Mr. Jawahar Lal Oswal, who is a Non-Executive Chairman, is going to reaches the age of Seventy Five Years on 1st October, 2018. Accordingly in compliance of Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018, Company has proposed the Special Resolution in the accompanying Notice of 30th Annual General Meeting, for shareholders approval so that he can continue to be Directors of the Company even after the age of seventy five years.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Satish Kumar Sharma, Executive Director, Mr. Rakesh Kumar Jain, Chief Financial Officer and Mrs. Nidhi Khande, Company Secretary are the Key Managerial Personnel (hereinafter referred as KMP) of the Company. There has been no change in the KMP since the last fiscal year.

BOARD EVALUATION

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

The Board carried out a formal Annual performance evaluation as per the criteria/framework laid down by the Nomination and Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to evaluate the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The outcome of the Board Evaluation for the Fiscal 2018 was discussed by the Nomination and Remuneration Committee at the meeting held on 29^th May, 2018 and the Board at the meeting held on 30^th May, 2018.

The Board was satisfied with the evaluation process and the approved the evaluation results thereof.

CORPORATE POLICIES:

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As per the said regulations, the listed companies are required to formulate certain policies. As good corporate the company has already formulated several corporate governance policies and the same are available on the Company’s website i.e., www.owmnahar.com. The said policies are reviewed periodically by the board to make them in compliance with the new Regulations/ requirements.

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

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under section 178(3) of the Companies Act, 2013. The Objective of the Policy is to have an appropriate mix of Non-Executive and Independent Directors to maintain the indpendence of the Board and separate its functions of governance and management. The present Board consists of twelve members. Sh. Jawahar Lal Oswal is Non Executive Chairman. Sh. Satish Kumar Sharma is an executive director. There are five Non Executive Directors and six are Independent Directors out of which one director namely; Dr Manisha Gupta as woman director on the Board.

The Company’s Policy of appointment and Remuneration includesg criteria for determining Qualification, Positive Attributes, Independence of Directors and Other matters, as required under sub section 3 of Section 178 of the Companies Act, 2013. The Policy also laid down the criteria for determining the remuneration of directors, key managerial personnel and other employees. The Appointment and Remuneration policy of the Company is available on the Company’s website and can be accessed athttp://www.owmnahar.com/nahar_polyfilm/pdf/ NPFLAPPOINTMENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last fiscal year. We affirm the remuneration paid top the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors held their meeting on 22^nd December, 2017, without the attendance of Non Independent Directors and members of the management. All Independent Directors were present at the meeting. At the meeting, they:-

I. Reviewed the performance of non-Independent directors and the Board as a whole;

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

iii. Assessed the quality and timeliness of the flow of information between the company’s Management and the Board which is necessary for the Board to effectively and reasonably perform their dulies.

FAMILIARISATION PROGRAMS FOR BOARD MEMBERS

All new Independent Directors inducted into the Board attend an orientation programme. Further, at the time of apoointing a Director, the Company issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with all policies/Guidelines as framed by the Company under various statutes and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to familiarize with Company’s procedure and practices. Further, to update them on the regular basis, the Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The details of Company’s Policy on Familiarisation Programs for Independent Directors are posted on the website of the Company and can be assessed at http://www.owmnahar.com/nahar polyfilm/pdf/ Familiarizatio-Program-NPFL0001.pdf We would like to inform you that the Securities Exchange Board of India vide its Notification dated 9^th May, 2018 issued Regulations known as SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulations, 2018. Likewise, the Ministry of Corporate Affairs, New Delhi also notified companies (Amendment) Act, 2018 on 7^th May, 2018 whereby some provisions of Companies Act, 2013 were changed/amended. The Company provided copies of said Regulations as well as Companies (Amendment) Act, 2018 to all the Directors so that they can update their knowledge in Corporate/SEBI law. Besides, an interactive session was also conducted by Mr P.S. Bathla, a Practicing Company Secretary with all the Directors to apprise them with the silent features of the SEBI Regulations and Companies (Amendment) Act, 2018.

NO OF BOARD MEETINGS

During the year under review, the Board of Directors met four times i.e. 30^th May, 2017, 12^th August, 2017, 14^th November, 2017 and 10^th February, 2018 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

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

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

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

SHARE CAPITAL

The Paid up equity share capital of the Company as on 31^st March, 2018 is Rs. 1229.40 Lacs. During the year under review Company has neither issued shares with differential voting rights as to dividend, voting or otherwise nor granted stock options or sweat equity under any scheme.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

Details of Loans, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in the Annual Report. The company has not given any guarantee under section 186 of the Companies Act, 2013

CORPORATE SOCIAL RESPONSIBILITY

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

During the year under review, company could not spend an amount of Rs. 21.84 Lacs (being the 2% of the average net profits made during the three immediate preceding financial years on CSR activities) because of the deferment of the Eye Care project by the charitable medical institution. The Company also made efforts to identify projects in other areas. However, it was not able to identify meaningful projects, finalize implementation agencies and the target beneficiaries which would have created a visible impact on the society.

Due to the aforementioned reasons, the Company was not able to spend its CSR amount during the financial year 2017-18 till 31st March, 2018. The Company remains committed towards the noble cause of social development and has accordingly, decided to carry forward the unspent amount of Rs. 21.84 Lacs for the Financial Year 2017-18 to the next year. M/s Oswal Foundation has already begun helping to run the charitable hospital for the purposes of diagnosis & treatment besides other charitable activities under CSR already approved.

Accordingly the company has issued a cheque amounting to Rs 38.47 Lacs, which includes the amount of Rs 16.63 Lacs CSR liability for financial year 2016-17 and Rs 21.84 Lacs for the financial year 2017-18 in the month of July, in favour of M/s Oswal Foundation for the purposes of promotion of charitable hospital being run by Mohan Dai Oswal Cancer Treatment & Research Foundation. Thus, with the said transfer of amount CSR Expenditure Reserve created in the books of accounts stand fully utilized for the purpose of CSR activities.

The disclosure in respect of the existing CSR activities pursuant to section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies(Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as "Annexure I" and forms part of this Report. AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, the Board of Directors have already constituted Audit committee, consisting of Sh. Suresh Kumar Singla as Chairman, Dr Vijay Asdhir and Sh. Dinesh Gogna, Directors as members. Mrs. Nidhi Khande is the Secretary of the committee. The committee held four meetings during the year under review.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2013, the Company established a Vigil Mechanism process as an extension of Company’s Code of Conduct whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the members of the Committee about unethical behavior, actual or suspected, fraud or violation of Company’s Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Company’s Website. The Company has a dedicated e-mail address i.e. whistleblowernpfl@owmnahar.com for reporting the genuine concerns.

The Audit Committee regularly reviews the working of the Mechanism. No complaint was received during the year under review.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANY

The Company does not have any Subsidiary and joint venture company. The Company has only one associate company i.e., M/S. Nahar Capital and Financial Services Limited. No Company has become or ceased to be the Associate Company of the Company during the year under the review.

CREDIT RATING

We are pleased to inform that the Credit Analysis and Research (CARE) vide their letter dated 12^th March, 2018 has re-affirmed the credit rating "CARE A-" for long term debt instruments/ facilities and "CARE A2 " for the short term debt instruments/ facilities of the Company. The rating “A” indicates stable and rating “A2 ” indicates strong degree of safety regarding timely payment of the financial obligations. CONSOLIDATED FINANCIAL STATEMENTS As per Companies Act, 2013, the Company has One Associate Company viz. M/s Nahar Capital and Financial Services Limited as defined under the Companies Act, 2013. Pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company has consolidated the financial statements in respect of above said Associate Company for the financial year ended 31 st March, 2018. Further, a report on the performance and financial position of the Associate Company as per the Companies Act, 2013 in the Form AOC-1 is annexed to the Financial Statements for the year ended 31.03.2018.

GREEN INITIATIVE

The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies. Your Company has decided to join the MCA in its environmental friendly initiative.

Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D.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.

LISTING OF SECURITIES

The securities of the Company are listed on the following Stock Exchanges:

1. The B.S.E. Ltd., 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400051 The company has paid listing fee to both the Stock Exchanges for the financial year 2018-2019.

DEMATERIALISATION OF SECURITIES.

As the members must be aware that Companies securities are tradable compulsorily in electronic form w.e.f. 21^st March, 2000. Your company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31^st March, 2018, 94.87% of the total Equity Share Capital has been de-materialized. The shareholder (s) who have not gone in for dematerialization of shares till date, are requested to opt for dematerialization of the shares at the earliest.

Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH December, 2002, Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communication in respect of share transfer, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s. Alankit Assignments Ltd.

(Unit : Nahar Poly Films Ltd.)

Alankit House,2E/21, Jhandelwalan Extension NEW DELHI-110055

Telephone No.:(011)23541234

Fax No. :(011)41540064

E-mail Address:rta@alankit.com

SEBI vide its Gazetted notification dated June 08, 2018 amended the Regulation 40 (1) (b) of SEBI (LODR) Regulations, 2015 whereby it has been provided that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with the Depository.

The said amendment shall come into force on the one hundred and eightieth day from the publication of Official Gazette.

In view of the above, members are hereby informed that effective 5^th December, 2018 requets for effecting transfer of securities in physical form shall not be processed unless the securities are held in the dematerialized form with a Depository. Hence all members who are holding equity shares in physical form are requested to go in for dematerialization of securities at the earliest.

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

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

The Directors confirm:

I) that in preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanations relating to material departures.

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

iii) that they had taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting any fraud and other irregularities.

iv) that they had prepared the Annual Accounts on a going concern basis.

v) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

AUDITORS & AUDITOR’S INDEPENDENT REPORT

STATUTORY AUDITORS

We wish to inform you that M/s YAPL & Co, Chartered Accountants, Firm Registration No (017800N), were appointed as Statutory Auditor by the Members of the Company, for a term of five consecutive years starting from the conclusion of the 29^th Annual General Meeting upto the conclusion of the 34^th Annual General Meeting of the Company in the calendar year 2022. As per the proviso of section 139(1) the matter relating to appointment of the Auditors was to be ratified by the Members at the every Annual General Meeting of the Company. The Ministry of Corporate Affairs vide its notification dated 07 May, 2018, has omitted the first proviso of section 139 of the principal Act in sub section (1). Accordingly the Board has not proposed any resolution for the ratification of Appointment of Auditors by the shareholders.

AUDIT REPORT

The Statutory Auditors have submitted the Audit Report on the Standalone as well as Consolidated Accounts of the Company for the Accounting year ended on 31^st March, 2018. The observations and comments given by Auditors in their Report read together with the Notes to the Financial Statements are self explanatory and require no comments.

COST AUDITORS

We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 31^st December, 2014 amended Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Company’s business activities has been included with in the purview of Cost Audit requirement. Accordingly, the company is maintaning Accounts and Costing reports. Further the Board of Directors on the recommendation of Audit Committee has also appointed M/S. Khushwinder Kumar & Associates, Cost Accountant, as Cost Auditors of the Company for financial year 2018-19 and has fixed a remuneration of Rs. 45000/- (Rupees Forty Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses incurred subject to the ratification of the members as per the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014, A resolution for the ratification of the remuneration of the Cost Auditor by the shareholders at the ensuing Annual General Meeting is being proposed for your approval.

SECRETARIAL AUDITOR

The Board, pursuant to the provision of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla & Associates, Practising Company Secretaries, having Certificate of Practice No. 2585 to conduct Secretarial Audit of the Company for the financial year 2018-19.

M/s. P.S. Bathla & Associates, Practising Company Secretaries have carried out the secretarial Audit for the financial year ended March 31, 2018 and submitted their Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure II and forms part of this report.

The Report is self explanatory and requires no comments.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identify, evaluate manage and monitor all types of risks which are associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk management process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company is engaged in the manufacture of BOPP Films and has identified certain risks which may affect the performance of the Company. These include operational risks such as fluctuation in the prices of the raw materials which include petrol, fluctuation in foreign exchange rates, Labour problems, regulatory risks, Government Policy etc. We are of the opinion that none of identified risk is such that which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL AND SYSTEMS

The Company is maintaining an efficient and effective system of Internal Financial Control for facilitation of speedy and accurate compilations of financial statements. The Company’s Internal Financial Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliances with procedures, laws and regulations. The Company’s Internal Control System commensurate with the nature of its business and size of its operations. In order to further strength the Internal Control System and to automate the various process of the business, Company is making use of Enterprise Resource Planning (ERP).

Further, pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the company has also appointed Mr. Sandeep Gupta, a Chartered Accountant, having Membership no 540217 as Internal Auditor for a period of three years. The Company is having Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems lay down by the Management and suggests improvement in the systems. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board. During the year, Company’s Internal Controls were tested and no reportable weakness in the system was observed.

Apart from the above, an Audit Committee consisting of three Non Executive Directors has been constituted. All the significant audit observations and follow up Actions thereon are taken care of by the Audit Committee. The Audit Committee also oversees and reviews the adequacy and effectiveness of Internal Control in the company. The Audit Committee met four times during the financial year under review. The company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

PUBLIC DEPOSITS

During the year under review, the company has not accepted any Public Deposit within the meaning of section 73,of the Companies Act,2013 and the rules made there under. There is no outstanding/unclaimed deposit from the Public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as at the end of the year : Nil

(iii) Default in repayment of deposits and deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: Not Applicable

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

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31 March, 2018.

ANNUALRETURN

The Extract of Annual Return of the Company, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2017-18 in the Form MGT-9 has been uploaded on Company’s website at http://owmnahar.com/nahar_polyfilm/pdf/Extract-of-Annual-Return-17-18.pdf as the requirement of attaching the extract of Annual Return with Board’s Report has been done away by Section 36 of Companies (Amendment) Act, 2017 notified by Ministry of Corporate Affairs, New Delhi, vide its Notification dated 31st July, 2018.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as “Annexure IV” and form part of this report.

In terms of section 197(14) of the Companies Act, 2013, the Company does not have any Holding Company. However, the details regarding remuneration received by Executive Director is also given in point 5 of the ANNEXURE III annexed hereto and form part of this report.

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

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

The detailed information as required under section 134(3) of the companies Act, 2013 read with Sub rule 3 of the Rule 8 Companies (Accounts) Rules, 2014, is enclosed as per Annexure-IV and forms part of this report.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. The company has already constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Part C of Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith as Annexure-V and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under the Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as per annexure-VI and forms the part of this Report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

ACKNOWLEDGEMENT

The Board of Directors of the company wish to place on record their gratitude and appreciation to all workers, staff members and executives for their contribution to the operations of the company. The Directors are thankful to the Bankers, Financial Institutions for their continued support to the company. The Directors also place on record their sincere thanks to the shareholders for their continued support, cooperation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

JAWAHAR LAL OSWAL

PLACE : LUDHIANA (CHAIRMAN)

DATED : 6TH AUGUST, 2018 DIN:00463866