Directors Report of Nahar Poly Films Ltd.

Mar 31, 2025

Your Directors would like to present the Thirty Seventh
Annual Report on the business and operations of
theCompany together with Audited Financial Statements
for the year ended 31st March, 2025.

FINANCIAL PERFORMANCE

Your Company''s Financial Performance during the year
is summarized below:

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
Total Income	684.87	611.62	683.88	610.63
Less: Total Expenses	632.51	623.08	632.51	623.08
Profit/(Loss) Before Tax	52.36	(11.46)	51.37	(12.45)
Tax Expenses including (deferred Tax)	16.00	2.97	16.00	2.97
Net Profit/(Loss) from continuing operations	36.36	(8.49)	*47.38	*5.68
Add: Other comprehensive Income/(Loss)	(38.40)	17.39	(42.10)	17.53
Profit/(Loss) for the period	(2.04)	8.90	5.27	23.21

Consolidated profit for the year includes Share of profit from Associates under
equity method for the amount of Rs. 12.01 Crores in Current Year and Rs. 15.16
Crores in the Previous Year.

INDIAN ACCOUNTING STANDARD

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

EXPANSION PLAN

We are pleased to inform that to capitalize on emerging
market opportunities, your Board has decided to increase
its production capacity by installing Third line of BOPP
films with a capacity of 36000 MT per annum at Village
Simrai, Mandideep, Distt. Raisen, Madhya Pradesh. The
Project will be financed by way of Term Loan as well as
internal accruals of the Company. The project is expected
to be fully implemented by financial year 2027-2028.On
completion of the said project, Company''s Capacity will
stand increased to 96000 MT per annum, which will
enable Company to reap the economies of scale as well
as improve its operational efficiencies.

OPERATIONAL REVIEW AND STATE OF AFFAIRS

We would like to inform you that Company operates in
single segment i.e. Biaxially Oriented Poly Propylene
Films (BOPP films), as such the disclosure requirements
as per Indian Accounting Standard (IndAS108)issued by
the Institute of Chartered Accountants of India, New Delhi
are not applicable to the Company.

Now, we would like to inform you regarding the Salient
features of Company''s operational performance during
the year under review on Standalone as well as
consolidated basis which is here under:

(A) Standalone-Financial Performance:-

We are pleased to inform you that during the year
under review, on standalone basis Company
achieved a total income of Rs. 684.87 Crores as
against Rs. 611.62 Crores, showing an impressive
increase of 11.98% over the previous year. Likewise,
Exports at Rs.79.09 crores has also shown an
increase of 7.56% over the previous year. The
Company substantially improved its financial
performance and earned a profit before tax of Rs.
52.36 Crores as against loss of Rs. (11.46) Crores,
showing an impressive increase of 556.89% over the
previous year. After providing Rs. 16.00 Crores for
taxation (including deferred tax), it earned Net Profit
of Rs. 36.36 Crores as against loss of Rs. (8.49)
Crores in the previous year.

(B) Consolidated- Financial Performance/Financial
Statements

The Company has One Associate Company viz. M/s
Nahar Capital and Financial Services Limited as
defined under the Companies Act, 2013. Pursuant to
the requirements of Section 129(3) of the Companies
Act, 2013, the Company consolidated the financial
statements in respect of said Associate Company for
the financial year ended 31^st March, 2025. The report
on the performance and financial position of the
Associate Company as per the Companies Act, 2013
in the Form AOC-1 is annexed to the Financial
Statements for the year ended 31^st March, 2025 as an
Annexure.

On consolidated basis, the Company earned a total
income of Rs. 683.88 Crores against Rs. 610.63 Crores
showing an impressive increase of 12% over the
previous year. It earned a profit before tax of Rs. 51.37
Crores as against loss of Rs. (12.45) Crores showing an
impressive increase of 512.61% over the previous year.
After providing Rs. 16.00 Crores for taxation (including
deferred tax) it earned Net Profit (including Share of Profit
from Associates) of Rs. 47.38 Crores as against Rs. 5.68
Crores in the previous year.

TRANSFER TO RESERVE

During the year Company has not transferred any
amount to the Reserves and thus Company''s General
Reserve stands at Rs. 24160.18 lakhs as on 31st March,
2025.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of
the Company during the year under review.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

We are pleased to inform you that your Board in its
meeting held on 28^th May, 2025 has recommended a
dividend of Rs. 1.00/- per equity shares of Rs. 5/- each
(i.e. @ 20%) for the year ended 31^st March, 2025, out of
the profits of the company. The proposal is subject to the
approval of the shareholders at the ensuing Annual
General Meeting to be held on 25^th September, 2025.

The dividend, if approved at the ensuing Annual General
Meeting, will be paid out of free reserves of the Company
to all those shareholders whose names shall appear in
the Register of Members on 5th September, 2025 or
Register of Beneficial Owners, maintained by the
Depositories as at the close of 5th September, 2025.
Further, as per the Finance Act, 2020 dividend income is
taxable in the hands of members w.e.f. April 1,2020 and
the Company is required to deduct tax at source (TDS)
from the dividend payable to the members at the
prescribed rates as per the Income Tax Act, 1961.

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) 2015 as amended, a
Dividend Distribution Policy setting out the parameters
and circumstances that will be taken into account by the
Board in determining the distribution of dividend to its
shareholders and/or retaining profits earned by the
Company, is available on the website of the Company at
http://www.owmnahar.com/nahar_polyfilm/pdf/NPF-
dividend_ distribution_policy.pdf

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act, 2013
read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended, all dividends which remain
unpaid/ unclaimed for a period of seven years shall be
transferred by the Company to the Investor Education
and Protection Fund (IEPF) established by the Central
Government.

Accordingly, the Company has transferred an amount of
Rs. 5,75,413.50/- (Rupees Five Lakhs Seventy Five
Thousand Four Hundred Thirteen and Fifty Paisa only)

being the amount of unclaimed dividend for the year

2016- 17 to the Investor Education and Protection Fund in
November, 2024. Further, unpaid dividend for the year

2017- 18 shall be transferred to Investor Education and
Protection Fund pursuant to Section 124 of the
Companies Act, 2013 in November, 2025. The Company
has also sent letter/notice to the shareholders informing
them to claim the unclaimed dividend from the Company
before transferring the same to the Investor Education
and Protection Fund.

Further, pursuant to the provisions of Section 124(6) of
the Companies Act, 2013 read with Rule 6 of Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended
from time to time, the shares on which dividend has 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,
during the year under review, the Company has
transferred 41,893 (Forty One thousand Eight Hundred
and Ninety Three) equity shares of Rs. 5/- each, to the
demat account of IEPF Authority having DPID/Client ID:
IN300708/10656671. Details of shares transferred to the
IEPF Authority are available on the website of the
Company and the same can be accessed through the
link: https://www.owmnahar.com/nahar_polyfilm/pdf/
pertaining-to-fy-2016-17.pdf. The said details have also
been uploaded on the website of the IEPF Authority and
the same can be accessed through the link:
www.iepf.gov.in.

Further, shares in respect of unclaimed/unpaid dividend
for seven consecutive years from the financial year 2017¬
18 shall be transferred to Investor Education and
Protection Fund pursuant to IEPF Rules in November,
2025. The Company has sent letter to the shareholders
and published the Notice in the Newspaper informing
them to claim the unclaimed dividend from the Company
at the earliest. The list containing the details of shares
alongwith unclaimed/unpaid dividend for seven
consecutive years to be transferred to the IEPF Authority
are available on Company''s website at https://www.
owmnahar.com/nahar_polyfilm/pdf/pertaining-to-fy-
2017-18.pdf.

The shares as well as unclaimed dividends transferred to
IEPF Authority can be claimed back by making an
application to the IEPF Authority in e-Form IEPF-5 as per
procedure provided under Rule 7 of the IEPF Rules.
Concerned members/investors are advised to visit the
weblink: https://www.mca.gov.in/content/mca/global/en/
foportal/fologin.html for refund of shares and/or dividend
from the IEPF Authority.

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 SEBI
(LODR) Regulations, 2015.

The Board has taken on record the declarations and
confirmations submitted by the Independent Directors. In
the opinion of the Board, all Independent Directors hold
high standards of integrity and possess requisite
qualifications, experience and expertise as required to
discharge their duties as Independent Directors with an
objective independent judgment and without any external
influence. All the Independent Directors have confirmed
that they are in compliance with Rules 6 of the
Companies (Appointment and Qualification of Directors)
Rules 2014, with respect to registration with the data
bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Retirement of Directors

Pursuant to provisions of section 152(6) of the
Companies Act, 2013 and Article 117 of Article of
Association of the Company, Mr. Jawahar Lal Oswal
(DIN: 00463866) and Mr. Dinesh Oswal (DIN:
00607290), will be retiring by rotation at the ensuing
Annual General Meeting and being eligible, offers
themselves for re-appointment. The Board
recommends their re-appointment to the members of
the Company at the ensuing Annual General
Meeting.

(B) Cessations /Appointments of Independent
Directors/Reappointments

During the year under review, Dr. Rakesh Kumar
Jindal (DIN: 03602606) Independent Director
resigned from the Company w.e.f. 16^th July, 2024.
The Board places on record its appreciation for
valuable services rendered by him. Dr. Pankaj Goel
(DIN: 10724108) was appointed as Independent
Director of the Company w.e.f. 12^th August, 2024 to
hold office for five consecutive years for a term i.e.
upto August 11,2029.

(C) Key Managerial Personnel

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

(hereinafter referred as KMP) of the Company for the
Financial Year 2024-25.

BOARD EVALUATION

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

The Board carried out a formal Annual performance
evaluation of its own performance and that of its
committees and individual Directors as per the criteria
laid down by the Nomination and Remuneration
Committee of the company and adopted by the Board.
The evaluation was carried out through a structured
evaluation process to evaluate the performance of
individual directors including the Chairman of the Board.
They were evaluated on parameters such as their
education, knowledge, experience, expertise, skills,
behaviour, leadership qualities, level of engagement and
contribution, independence of judgment, decision
making ability for safeguarding the interest of the
Company, stakeholders and its shareholders. The
performance evaluation of the Independent Directors
was carried out by the entire Board. The performance
evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors.
The outcome of the Board Evaluation for the Financial
Year 2024-25 was discussed by the Nomination and
Remuneration Committee at the meeting held on 27^th
May, 2025 and the Board at their meetings held on 28^th
May, 2025. The Board was satisfied with the evaluation
process and the approved the evaluation results thereof.

CORPORATE POLICIES

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

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

Name of the Policy	Brief Description
Appointment & Remuneration Policy	Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. The Policy formulates the principle and criteria for determining qualification, competences, positive attributes, integrity and independence etc. for Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of directors, key manager personnel and other employees. The policy has been uploaded on company'' s website and can be accessed at https://www.owmnahar.com/nahar pol yfilm/pdf/NPFLAPPOINTMENTANDR EMUNERATIONPOLICY.pdf
Corporate Social Responsibility Policy	Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Rules, 2014, as amended, the CSR Committee formulated the CSR Policy which was adopted by the Board. The CSR policy outlines the various programmes/ projects/Activities to be undertaken by the Company as laid down in schedule VII of the Companies Act, 2013 relating to promoting education, healthcare, environment, hunger, poverty etc. The policy has been uploaded on company'' s website and can be accessed at https://www. owmnahar.com/nahar_polyfilm/pdf/cor porate-social-responsibility-csr- policy.pdf
Vigil Mechanism / Whistle Blower Policy	Pursuant to the provisions of Section 177 of the Companies Act, 2013 company has formulated and adopted Vigil Mechanism/ whistle Blower policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct. The policy has been uploaded on

Name of the Policy	Brief Description
	company''s website and can be accessed at https://www.owmnahar. com/nahar_polyfilm/pdf/Whistle_Blow er_Policy_2025.pdf
Policy for determining the Material Related Party Transactions and dealing with the related party transactions	Pursuant to the requirements of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the company and its group companies and related parties. The Policy has been uploaded on the Company''s website and can be accessed at https://www.owmnahar. com/nahar polyfilm/pdf/RPT-NAHAR- POLY-1_2025.pdf
Risk Management Policy	As per the provisions of Regulation 21 of Management SEBI (Listing Obligation Disclosure Policy Requirements) (Second Amendment) Regulations, 2015, company has constituted a Risk Management Committee to frame, implement and monitor the Risk Management plans for the company in their meeting held on May 25,2022. Policy has been uploaded on the Company''s website a n d c a n b e a c c e s s e d a t http://www.owmnahar.com/nahar_pol yfilm/pdf/risk-management-policy.pdf
Insider Trading Policy	To provide the framework for dealing in the Securities of the company by the Insiders, the Board has approved and adopted the following Codes in its Meeting held on 30th May, 2016 under SEBI (Prohibition of Insider Trading) Regulations, 2015: I. Code of practices and procedures for fair disclosure of unpublished price sensitive information. ii. Code of conduct to regulate, monitor and report trading by insiders. The Code helps to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the

Name of the Policy	Brief Description
	Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. Policy has been uploaded on the Company''s website and can be accessed at http://www.owmnahar.com/nahar_po lyfilm/pdf/code-of-fair-disclosure.pdf
Policy for Preservation of Documents	The Board of directors has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per the requirements of applicable laws.
Archival Policy	Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has approved and adopted the Archival Policy in its Meeting on 10th February 2016. The Policy ensures protection, maintenance and of Company''s disclosures, documents and records that are placed on Company''s website i.e. www. owmnahar.com.
Board Diversity Policy	The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board Diversity Policy as per the recommendations of the Nomination and Remuneration Committee. The policy envisages of diversification of Company''s Board in respect of age, knowledge, experience and expertise.
Code of Fair Disclosures	Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors in their held on 11th February, 2019 has approved and adopted the amended Code of Practices and Procedure for Fair Disclosures of Unpublished Price Sensitive Information including the Policy for Legitimate purposes.

Name of the Policy	Brief Description
Code of Conduct to regulate, monitor and report trading by Designated Persons and its immediate relatives	Pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors in their held on 11th February, 2019 has approved and adopted the Code of Conduct to regulate, monitor and report trading by Designated Persons and its immediate relatives of designated persons.
Dividend Distribution Policy	Pursuant to the requirements of Regulation 43A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors in their Meeting held on 31st May, 2021 has approved and adopted the Dividend Distribution Policy. The policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The policy has been uploaded on Company''s website and can be accessed at https://www. owmnahar.com/nahar_polyfilm/pdf/N PF-dividend_distribution _policy.pdf

APPOINTMENT AND REMUNERATION POLICY

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

The Company''s Policy of appointment and Remuneration
includes criteria for determining Qualification, Positive
Attributes, Independence of Directors and Other matters, as
required under sub section 3 of Section 178 of the
Companies Act, 2013. The Policy also laid down the criteria
for determining the remuneration of directors, key

managerial personnel and other employees. The
Appointment and Remuneration policy of the Company is
available on the Company''s website and can be accessed at
http://www.owmnahar.com/nahar_polyfilm/pdf/NPFLAPPOI
NTMENTAND REMUNERATION POLICY.pdf. There has
been no change in the Policy since the last financial year.
We affirm that the remuneration paid to the directors is as
per the terms laid out in the Nomination and Remuneration
Policy of the Company.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Company''s Independent Directors held their meeting
on November 11, 2024 without the attendance of Non
Independent Directors and members of the
management. All Independent Directors were present at
the meeting and at the meeting, they:

i. Reviewed the performance of non-Independent
directors and the Board as a Whole;

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

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

FAMILIARISATION PROGRAMS FOR BOARD
MEMBERS

The company at the time of appointing a Director, issues
a formal letter of appointment which inter alia, explains
the role, functions, duties and responsibilities expected
from him/her as a Director of the Company. All
Independent Directors are provided with all
policies/guidelines as framed by the Company under
various statutes and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to
familiarize with Company''s procedure and practices.
Further, to update them on the regular basis, the
Company provides copies of all amendments in
Corporate Laws, Corporate Governance Rules and SEBI
(Listing Obligation and Disclosure Requirements)
Regulations, 2015. They were also informed regarding
the recent amendments in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, SEBI
various regulations and recent amendments in the
Companies Act, 2013.The details of Company''s Policy on
Familiarization Programs for Independent Directors are
posted on the website of the Company and can be
assessed at https://www.owmnahar.com/nahar
_polyfilm/pdf/familiarization-program_2025.pdf

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors met
four times i.e. 29^th May, 2024, 12^th August, 2024, 12^th
November, 2024 and 3^rd February, 2025 with a

predefined agenda circulated well in advance. The
intervening gap between the Meetings was as per the
period prescribed under the Companies Act, 2013.

PARTICULARS OF CONTRACTS AGREEMENTS
WITH RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacturing of Bi¬
Axially Oriented Polypropylene Films (BOPP) for which,
sometimes the Company purchases Export Entitlement
Licenses i.e DEPB, RODTEP Licenses from group
company(s) which are in the ordinary course of business
at Arm''s length basis and are in compliance with the
applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There are no materially significant
related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict of interest with the
Company at large or which warrants the approval of the
shareholders. Accordingly, no transactions are being
reported in Form AOC-2 in terms of Section 134 of the
Companies Act, 2013 read with the Rule 8 of the
Companies (Accounts) Rules, 2014. However, the
transactions entered into with the Group Companies
during the year under review, has been given as Notes to
the financial statements in accordance with the
Accounting Standards.

The Company has not entered into any contract or
arrangement with the related parties as referred in
Section 188(1) of the Companies Act, 2013. Thus, the
requirement for disclosure of particulars of contracts or
arrangement with related parties referred to in Section
188(1) is not applicable. However, as per Company''s
policy, all the Group Companies transactions regarding
sales/purchase etc. are placed before the Audit
Committee as well as the Board, for their information and
approval.

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

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

SHARE CAPITAL

The Paid up equity share capital of the Company as on
31st March, 2025 is Rs. 1229.40 Lakhs. During the year
under review, the Company has neither issued shares
with differential voting rights as to dividend, voting or
otherwise nor granted stock options or sweat equity
under any scheme.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

The Company adopted CSR Policy and decided to
undertake CSR activities 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. The disclosure relating
to the 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 as amended, is
annexed hereto as “Annexure I” and forms part of this
Report.

COMMITTEES OF THE BOARD

The compositions of the committees as on 31st March,
2025 are as under:-

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

AUDIT COMMITTEE

As required under Section 177 of the Companies Act,
2013, Company has already constituted an Audit
Committee consisting of three Non-executive Directors
under the Chairmanship of Dr. Roshan Lal Behl, Mr.
Dinesh Gogna and Dr. Manisha Gupta as members as on
31st March, 2025. Ms. Priya is the Secretary of the
Committee. The Committee held four meetings during
the year under review. During the year under review, the
Board has accepted all the recommendations of the Audit
Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Companies (Meetings of
Board and its Powers) Rules, 2014, the Company
established a Vigil Mechanism process as an extension
of Company''s Code of Conduct whereby any employee,
directors, customers, vendors etc., can report the
genuine concerns or grievances to the members of the
Committee about unethical behaviour, actual or
suspected, fraud or violation of Company''s Code of
Conduct so that appropriate action can be taken to
safeguard the interest of the Company. The Mechanism
also provides for adequate safeguards against
victimization of persons who uses such mechanism. The
mechanism provides direct access to the chairperson of
the Audit Committee in appropriate or exceptional cases.
The Whistle Blower Policy/Vigil Mechanism is also
posted on Company''s Website. The Company has a
dedicated e-mail address i.e. whistleblowernpfl@
owmnahar.com for reporting the genuine concerns. The
Whistle Blower Policy/Vigil Mechanism is also updated
on Company''s Website and can be accessed at
https://www.owmnahar.com/nahar_polyfilm/pdf/Whistle
_Blower_Policy_2025.pdf. The Audit Committee
regularly reviews the working of the Mechanism. No
complaint was received during the year under review.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES
COMPANY

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

CREDIT RATING

We are pleased to inform you that M/s CARE Ratings vide
their mail dated 05 March, 2025 has intimated us about
the credit rating assigned to the Company which is as
follows:

Facilities/Instruments	Rating1	Rating Action
Long Term Bank	CARE A;	Reaffirmed
Facilities	STABLE
Short Term Bank	CARE A1	Reaffirmed
Facilities

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a
“Green Initiative in the Corporate Governance” by
allowing paperless compliances by the companies.
Further, as per the provisions of Companies Act, 2013,
the Company may send financial statements and other
documents by electronic mode to its members. 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:[e-mail] or
[e-mail]. We solicit your
valuable co-operation and support in our endeavour to
contribute our bit to the Environment.

LISTING OF SECURITIES

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

1. The BSE Ltd.

25^th Floor, PhirozeJeejeebhoy 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 2025-26.

DEMATERIALIZATION OF SECURITIES

Your company has already established connectivity with
both the Depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Ltd (CDSL) to facilitate the holding and trading of
securities in electronic form. As on31st March, 2025,
97.68 % of the total Equity Share Capital has been de-
materialized. The shareholder(s) who has not

dematerialized their shares till date are requested to opt
for dematerialization of the shares at the earliest.

Pursuant to Regulation 40 (1) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
requests for effecting transfer of securities shall not be
processed unless the securities are held in
dematerialized form with the Depository. Hence, all
members, who are holding equity shares in physical form,
are requested to go in for dematerialization of securities
at the earliest.

Further, the 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/transmission, demat/remat, change of address
etc. to our registrar at below mentioned address:

M/s Alankit Assignments Ltd.

(Unit: Nahar Poly Films Limited)

“Alankit House”, 4E/2,

Jhandewalan Extension
New Delhi-110055
Telephone No: 011-23541234
Fax No.: [phone]
E-mail ID:[e-mail]

Special Window for Re-Lodgement of Transfer
Requests: SEBI vide its Circular No. SEBI/HO/MIRSD/
MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025,
opened a one-time special window from July 07, 2025 to
January 06, 2026 for physical shareholders, where the
original share transfer requests were lodged prior to April
01, 2019 and were returned or rejected due to
deficiencies in documentation, process or any other
reason, to submit re-lodgement requests. The shares re¬
lodged for transfer will be processed only in
dematerialized form during this window. Eligible
shareholders may submit their transfer requests
alongwith the requisite documents to the Company''s
Registrar and Share Transfer Agent within the stipulated
period.

In case any query/complaint remains unresolved with our
Registrar please write to Company Secretary at Email ID:
[e-mail] or at the Registered Office of the
Company.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy.
The Policy aims to identify, evaluate manage and monitor
all types of risks which are associated with the business
of the Company. The Board as well as Audit Committee

regularly overseas the risk management process in the
Company, as required under 134(3)(n) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.The Company is
engaged in the manufacture of BOPP Films and has
identified certain risks which may affect the performance
of the Company. These include operational risks such as
fluctuation in the prices of the raw materials fluctuation in
foreign exchange rates, Labour problems, regulatory
risks, Government Policy etc. We are of the opinion that
none of identified risk is such that which may threaten the
existence of the Company.The Risk Management Policy
is also updated on Company''s Website and can be
accessed at https://www.owmnahar.com/nahar
_polyfilm/pdf/risk-management-policy.pdf

In compliance with the provisions of Regulation 21 of
SEBI (LODR) (Second Amendment) Regulations, 2021
the company has also formed a Risk Management
Committee to frame, implement and monitor the risk
management plans for the Company. The Risk
Management Committee comprises of three Directors
under the chairmanship of Mr. Sambhav Oswal,
Managing Director and Dr. Anchal Kumar Jain and Dr.
Prem Lata Singla, Independent Directors of the Company
are other two members of the Committee. The Committee
is responsible for monitoring and reviewing the risk
management policies and ensuring its effectiveness. The
Risk Management Committee met two times during the
year under review i.e. on 10^th April, 2024 and 16^th October,
2024.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the
financial statements for the year under review, confirm in
their entirety to the requirements of the Companies Act,
2013. Pursuant to Section 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their
knowledge & ability, confirm that:

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

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

iii) that they have taken proper and sufficient care for
maintenance of adequate accounting records in
accordance with provisions of the Companies Act,

2013 for safeguarding the assets of the Company
and for preventing and detecting any fraud and other
irregularities;

iv) that they have prepared Annual Accounts on a going
concern basis;

v) that they 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 they 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

(A) Statutory Auditors

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

M/s YAPL & Co, Chartered Accountants, have given
declaration to the effect that they have not incurred any
disqualification as mentioned under Section 141(3) of the
Companies Act, 2013 after their appointment as Statutory
Auditors of the Company.

Audit Report

The Statutory Auditors have submitted the Audit Report
on the Standalone as well as Consolidated Accounts of
the Company for the Accounting year ended on 31st
March, 2025. There were no qualifications, reservations,
adverse remarks or disclaimers in the Report. The
observations and comments given by Auditors in their
Report read together with the Notes to the Accounts are
self-explanatory and require no comments.

No frauds were reported by the Auditors under Section
143(12) of the Companies Act, 2013.

(B) Cost Auditors

We would like to inform you that the Ministry of Corporate
Affairs vide its Notification dated 31st December, 2014
amended Companies (Cost Records and Audit) Rules,
2014, pursuant to which, the Company''s business
activities have been included within the purview of Cost
Audit requirement. Accordingly,the Board of Directors on
the recommendation of Audit Committee appointed M/s
Khushwinder Kumar & Associates, Cost Accountant, as
Cost Auditors of the Company for financial year 2025-26

and has fixed a remuneration of Rs. 55000/- subject to the
ratification of the members as per the provision of Section
148(3) of the Companies Act, 2013 and Rules 14 of the
Companies (Audit and Auditors) Rules, 2014,
Accordingly, a resolution for the ratification of the
remuneration of the Cost Auditor by the shareholders at
the ensuing Annual General Meeting is being proposed
for your approval.

Cost Audit Report

The Cost Auditors have conducted Cost Audit for the
Financial Year ended 31st March, 2025. There were no
observations (including any qualification, reservation,
adverse remark or disclaimer) in their Cost Audit Report
that may call for any explanation from the Directors.

(C) Secretarial Auditor

In compliance with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 of the Companies Act, 2013 the
Board, based on recommendation of the Audit
Committee, has approved the appointment of Mr. P.S.
Bathla, proprietor of M/s. P.S. Bathla and Associates,
Peer Reviewed Company Secretary in Practice,
Ludhiana having Certificate of Practice Number 2585, as
Secretarial Auditor of the Company for a term of five
consecutive years commencing from FY 2025-26 till FY
2029-30, subject to approval of the shareholders of the
Company at the ensuing AGM. He has expressed his
willingness for appointment as Secretarial Auditor of the
Company and has given a written consent and confirmed
that he is not disqualified and is eligible to be appointed as
Secretarial Auditor in terms of Regulation 24A of the
Listing Regulations read with SEBI circular no. SEBI/HO/
CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,
2024. The Resolution for his appointment has been
proposed for your approval in the accompanying Notice.

Secretarial Audit Report

M/s. P.S. Bathla & Associates, Practicing Company
Secretary have carried out the secretarial Audit for the
financial year ended 31st March, 2025 and submitted
their Secretarial Audit Report in the form MR-3 as
annexed herewith this report as ''Annexure II'' and forms
part of this report.

The Report is self explanatory and requires no
comments.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, No frauds were reported by
the Statutory Auditors and the Secretarial Auditor under
Section 143(12) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014.

SECRETARIAL STANDARDS

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

INTERNAL FINANCIAL CONTROL AND SYSTEMS

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

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

Pursuant to the provisions of section 138 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, the Company has appointed M/s Piyush
Singla & Associates, a firm of Chartered Accountants as
Internal Auditor of the Company. The Company is also
having an Internal Audit Department to test the adequacy
and effectiveness of Internal Control Systems laid down
by the management and to suggest improvement in the
systems.

Apart from the above, an Audit Committee consisting of
three non-executive directors has been constituted. All
the significant audit observation and follow up action
thereon are taken care of by the Audit Committee. The
Committee oversees the adequacy of Internal Control.
The Audit Committee met four times during the financial
year 2024-25. 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.

ANNUALRETURN

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

(Management and Administration) Amendment
Rules,2020, Annual Return in Form MGT-7 for FY 2024¬
25 is uploaded on the website of the Company and can be
accessed at https://www.owmnahar.com/nahar_polyfilm
/pdf/Annual-Return-2024-2025.pdf

PUBLIC DEPOSITS

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

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

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 IN”
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
Managing Director is also given in “Annexure III” and form
part of this report.

Pursuant to the provisions of Section 197(1) of the
Companies Act 2013 as amended from time to time, the
Company got approval of shareholders vide special
resolution passed in the 34th Annual General Meeting of
the Company and re-designated Mr. Sambhav Oswal as
an Managing Director w.e.f. 1st September, 2022 to 30th
June, 2025 i.e. till the Completion of his present tenure.
Mr. Sambhav Oswal is 32 years of age. He has done his
graduation in Business Administration from University of
Southern California, USA. Before joining the Company,
he was employed with Nahar Spinning Mills Limited. He
has business experience of more than 11 years in the
areas of Marketing, Exports, Finance and Corporate
Affairs. During the year under review, Mr. Sambhav
Oswal, Managing Director of the Company has been paid
a remuneration of Rs. 9,94,50,000/- (Rupees Nine

Crores Ninety Four Lakh Fifty Thousand only) in the
financial year 2024-25 and Commission of Rs. 98,00,000
(Rupees Ninety Eight Lakhs only). His shareholding in
the Company is 38100 equity shares of Rs.5/- each. He is
related to Mr. Jawahar Lal Oswal, Chairman, Mr. Dinesh
Oswal, Director, and Mr. Kamal Oswal, Director of the
Company and Ms. Ritu Oswal, CSR Advisor of the
Company.

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

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

The Company has zero tolerance for sexual harassment
for women at workplace and has adopted a policy against
sexual harassment in line with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed
thereunder.During the financial year 2024-25, the
Company has not received any complaints on sexual
harassment and hence, no compliant remains pending as
on 31^stMarch, 2025.

To build awareness regarding sexual harassment, rights
of the women under the POSH Act and reporting of
complaints as per Company''s policy, the Company has
conducted seminars under POSH Act during the year
under review.

APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 during the year
under review.

INFORMATION OF ONE-TIME SETTLEMENT FOR
LOANS TAKEN FROM THE BANKS OR FINANCIAL
INSTITUTIONS

There is no instance of one-time settlement with any
Bank or Financial Institution during the financial year
2024-25, so the requirement to disclose the details of the
difference between the amount of the valuation done at
the time of one-time settlement and the valuation done
while taking a loan from the Banks or Financial
Institutions along with the reasons thereof, is not
applicable to the Company.

COMPLIANCE TO THE PROVISIONS RELATING TO
THE MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the provisions of
Maternity Benefits Act, 1961 during the year under
review.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
ANDOUTGO

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

REPORT ON THE CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Business Responsibility and Sustainability Report for the
year ended 31st March, 2025 describing the initiatives
taken by the listed entity from an environmental, social
and governance perspective in the format as specified by

the Board as required under Regulation 34(2)(f) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is uploaded on the website of the
Company and can be accessed at https://www.
owmnahar.com/nahar_polyfilm/pdf/BRSR-2024-25.pdf.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company recognizes human resource as its most
valuable asset and it has built an open, transparent and
meritocratic culture to nurture this asset. The Company is
of firm belief that the Human Resources are the driving
force that propels a Company towards progress and
success. The Company has a team of able and
experienced professionals to look after the affairs of the
Company. The Company''s employees at all levels have
extended their whole hearted cooperation for the
excellent performance of the Company.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on
record their thanks 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: 31^st JULY, 2025 (DIN: 00463866)

---

Mar 31, 2024

Your Directors would like to present the Thirty Sixth Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March 2024.

FINANCIAL PERFORMANCE

Your Company''s Financial Performance during the year is summarized below:

	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
Total Income	611.62	729.04	610.63	728.05
Less: Total Expenses	623.08	686.13	623.08	686.13
Profit/(Loss) Before Tax	(11.46)	42.92	(12.45)	41.92
Tax Expenses including (deferred Tax)	2.97	10.97	2.97	10.97
Net Profit/(Loss) from continuing operations	(8.49)	31.94	*5.68	*43.20
Add: Other comprehensive Income/(Loss)	17.39	(178.01)	17.53	(170.51)
Profit/(Loss) for the period	8.90	(146.07)	23.21	127.31

Consolidated profit for the year includes Share of profit from Associates under equity method for the amount of Rs.15.16 Crores in Current Year and Rs. 12.25 Crores in the Previous Year.

INDIAN ACCOUNTING STANDARD

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

OPERATIONAL REVIEWAND STATE OF AFFAIRS

We would like to inform you that Company operates in single segment i.e. Biaxially Oriented Poly Propylene Films (BOPP films), as such the disclosure requirements as per Indian Accounting Standard (IndAS108)issued by the Institute of Chartered Accountants of India, New Delhi are not applicable to the Company.

We would like to appraise you regarding the financial performance of the company for the Financial Year ended 31st March, 2024 on Standalone as well as consolidated basis which is as under:

(A) Standalone-Financial Performance:-

During the year under review, intense Competition in the Domestic Markets led to downward pressure on prices of BOPP Films. To remain Competitive in market and to maintain company''s market share, Company had to adjust its pricing strategy resulting Lower realization. This negatively impacted company''s revenue and profitability, on standalone basis and the Company could achieve a Total Income of Rs. 611.62 Crores as against Rs.729.04 Crores showing a downfall of 16.00% as compared to previous year. Fall in Revenue also impacted profitability and Company suffered a loss of Rs. 11.46 Crores before Tax as against profit of Rs. 42.92 Crores in the previous year. After providing tax of (including deferred tax) of Rs. 2.97 Crores, Company suffered net loss of Rs. 8.94 Crores as against profit Rs. 31.94 Crores in the previous year.

(B) Consolidated- Financial Performance/Financial Statements

The Company has One Associate Company viz. M/s Nahar Capital and Financial Services Limited as defined under the Companies Act, 2013. Pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company consolidated the financial statements in respect of said Associate Company for the financial year ended 31st March, 2024. The report on the performance and financial position of the Associate Company as per the Companies Act, 2013 in the Form AOC-1 is annexed to the Financial Statements for the year ended 31st March, 2024 as an Annexure.

On consolidated basis, Company achieved a Total Income of Rs. 610.63 Crores as against Rs. 728.05 Crores showing a downfall of 16.13% as compared to previous year. The Consolidated loss is Rs. 12.45 crores (before tax) as against profits of Rs. 41.92 crores showing a fall of Rs. 129.70% when compared with the previous year. Company earned net profit (including Share of Profit from Associates) of Rs. 5.68 Crores as against Rs. 43.21 Crores in the previous year.

TRANSFER TO RESERVE

During the year Company has not transferred any amount to the Reserves and thus Company''s General Reserve stands at Rs. 24160.18 lakhs as on 31st March, 2024.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

During the year under review, company suffered a loss of

Rs. 8.49 Crores. The Board in order to maintain continuity in Dividend payment to its shareholders, has recommended a dividend of Rs. 1.00/- per equity shares of Rs. 5/- each (i.e. @ 20%) for the year ended 31st March, 2024, out of the Reserves of the company. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting to be held on 25th September, 2024.

The dividend, if approved at the ensuing Annual General Meeting, will be paid out of free reserves of the Company to all those shareholders whose names shall appear in the Register of Members on 6th September, 2024 or Register of Beneficial Owners, maintained by the Depositories as at the close of 6th September, 2024. Further, as per the Finance Act, 2020 dividend income is taxable in the hands of members w.e.f. April 1,2020 and the Company is required to deduct tax at source (TDS) from the dividend payable to the members at the prescribed rates as per the Income Tax Act, 1961.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) 2015 as amended, a Dividend Distribution Policy setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company, is available on the website of the Company at http://www. owmnahar.com/nahar_polyfilm/pdf/NPF-dividend_ distribution_policy.pdf

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all dividends which remain unpaid/ unclaimed for a period of seven years shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the Company has transferred an amount of Rs. 5,69,588.00/- (Rupees Five Lakhs Sixty Nine Thousand Five Hundred and Eighty Eight only) being the amount of unclaimed dividend for the year 2015-16 to the Investor Education and Protection Fund in November, 2023. Further, unpaid dividend for the year 2016-17 shall be transferred to Investor Education and Protection Fund pursuant to Section 124 of the Companies Act, 2013 in November, 2024. The Company has also sent letter/notice to the shareholders informing them to claim the unclaimed dividend from the Company before transferring the same to the Investor Education and Protection Fund.

Further, pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the shares on which dividend has 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, during the year under review, the Company has transferred 1, 06,505 (One Lakh Six thousand Five Hundred Five) equity shares of Rs. 5/- each, to the demat account of IEPF Authority having DPID/Client ID: IN300708/10656671. Details of shares transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: http://www.owmnahar.com/nahar_polyfilm /pdf/pertaining-to-fy-2015-16.pdf. The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in. The shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. Concerned members/investors are advised to visit the weblink: http://iepf.gov.in/IEPF/refund .html for refund of shares and/or dividend from the IEPF Authority.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors have submitted their declaration to the Board that they fulfil all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Retirement of Directors

Pursuant to provisions of section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Mr. Kamal Oswal (DIN: 00493213) and Mr. Dinesh Gogna (DIN: 00498670), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Board recommends their reappointment to the members of the Company at the ensuing Annual General Meeting.

(B) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Sambhav Oswal (Managing Director), Mr. Satish Kumar Sharma (Executive Director), Mr. Rakesh Kumar Jain (Chief Financial Officer) and Ms.

Priya (Company Secretary) are Key Managerial Personnel (hereinafter referred as KMP) of the Company for the Financial Year 2023-24.

BOARD EVALUATION

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

The Board carried out a formal Annual performance evaluation of its own performance and that of its committees and individual Directors as per the criteria laid down by the Nomination and Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to evaluate the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behaviour, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The outcome of the Board Evaluation for the Financial Year 2023-24 was discussed by the Nomination and Remuneration Committee at the meeting held on 27th May, 2024 and the Board at their meetings held on 29th May, 2024. The Board was satisfied with the evaluation process and the approved the evaluation results thereof.

CORPORATE POLICIES

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

The Company has adopted certain policies, the details of

which are given hereunder:

Name of the Policy	Brief Description
Appointment & Remuneration Policy	Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. The Policy formulates the principle and criteria for determining qualification, competences, positive attributes, integrity and independence etc. for Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of directors, key manager personnel and other employees. The policy has been uploaded on company'' s website and can be accessed athttp://www.owmnahar.com/nahar po lyfilm/pdf/NPFLAPPOINTMENTAND REMUNERATIONPOLICY.pdf
Corporate Social Responsibility Policy	Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Rules, 2014, as amended, the CSR Committee formulated the CSR Policy which was adopted by the Board. The CSR policy outlines the various programmes/ projects/Activities to be undertaken by the Company as laid down in schedule VII of the Companies Act, 2013 relating to promoting education, healthcare, environment, hunger, poverty etc. The policy has been uploaded on company'' s website and can be accessed athttp://www. owmnahar.com/nahar_polyfilm/pdf/cor porate-social-responsibility-csr-policy.pdf
Vigil Mechanism / Whistle Blower Policy	Pursuant to the provisions of Section 177 of the Companies Act, 2013 company has formulated and adopted Vigil Mechanism/ whistle Blower policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct. The policy has been uploaded on company'' s website and can be accessed athttp://www.owmnahar.com/nahar polyfilm/pdf/CODE-OF-CONDUCT.pdf

Name of the Policy	Brief Description
Policy for determining the Material Related Party Transactions and dealing with the related party transactions	Pursuant to the requirements of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the company and its group companies and related parties. The Policy has been uploaded on the Company''s website and can be accessed at http://owmnahar.com/ nahar_polyfilm/pdf/RPT-NAHAR-POLY. pdf
Risk Management Policy	As per the provisions of Regulation 21 of Management SEBI (Listing Obligation Disclosure Policy Requirements) (Second Amendment) Regulations, 2015, the Company falls under the top 1000 list of listed entities determined on the basis of market capitalization as at the end of immediate financial year. Accordingly, in compliance of the said LODR Regulations, company has constituted a Risk Management Committee to frame, implement and monitor the Risk Management plans for the company in their meeting held on May 25,2022. Policy has been uploaded on the Company''s website and can be accessed athttp://www. owmnahar. com/nahar_polyfilm/pdf/risk-management-policy. pdf
Insider Trading Policy	To provide the framework for dealing in the Securities of the company by the Insiders, the Board has approved and adopted the following Codes in its Meeting held on 30th May, 2016 under SEBI (Prohibition of Insider Trading) Regulations, 2015: I. Code of practices and procedures for fair disclosure of unpublished price sensitive information. ii. Code of conduct to regulate, monitor and report trading by insiders. The Code helps to regulate trading in securities by the Directors and designated employees of the Company. The Code requires

Name of the Policy	Brief Description
	preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of u n p u b l i s h e d p ri c e s e n s i ti ve information in relation to the Company and during the period when the Trading Window is closed. Policy has been uploaded on the Company''s website and can be accessed athttp://www. owmnahar.com/nahar_polyfilm/pdf/co de-of-fair-disclosure.pdf
Policy for Preservation of Documents	The Board of directors has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per the requirements of applicable laws
Archival Policy	Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has approved and adopted the Archival Policy in its Meeting on 10th February 2016. The Policy ensures protection, maintenance and of Company''s disclosures, documents and records that are placed on Company''s website i.e. www. owmnahar. com.
Board Diversity Policy	The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board Diversity Policy as per the recommendations of the Nomination and Remuneration Committee. The policy envisages of diversification of Company''s Board in respect of age, knowledge, experience and expertise.
Code of Fair Disclosures	Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors in their held on 11th February, 2019 has approved and adopted the amended Code of Practices and Procedure for Fair Disclosures of Unpublished Price Sensitive Information including the Policy for Legitimate purposes.

Name of the Policy	Brief Description
Code of Conduct to regulate, monitor and report trading by Designated Persons and its immediate relatives	Pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors in their held on 11th February, 2019 has approved and adopted the Code of Conduct to regulate, monitor and report trading by Designated Persons and its immediate relatives of designated persons.
Dividend Distribution Policy	The Board of Directors in their Meeting held on 31st May, 2021 has approved and adopted the Dividend Distribution Policy, as per Regulation 43A of the Listing Regulations as amended vide SEBI (Listing Obligations and Disclosure Requirements (Second Amendment) Regulations, 2021.The policy facilitates payment of dividend to the shareholders and set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. As per the Market Capitalization, the Company has occupied the position in Top 1000 Companies which makes the Company compulsory to have Dividend Distribution Policy which is already adopted by the Company in the Board Meeting held on 31st May,2021. The policy has been uploaded on Company''s website and can be accessed at http://www. owmnahar. com/nahar_polyfilm/pdf/ NPFdividend_distribution_policy.pdf

APPOINTMENT AND REMUNERATION POLICY

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

Four Non-Executive Directors and Six Independent Directors out of which Dr. Manisha Gupta and Dr. Prem Lata Singla are Independent Woman Directors of the Company.

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors held their meeting on November 15, 2023 without the attendance of Non Independent Directors and members of the management. All Independent Directors were present at the meeting and at the meeting, they:

i. Reviewed the performance of non-Independent directors and the Board as a Whole;

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

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

FAMILIARISATION PROGRAMS FOR BOARD MEMBERS

The company at the time of appointing a Director, issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with all policies/guidelines as framed by the Company under various statutes and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to familiarize with Company''s procedure and practices. Further, to update them on the regular basis, the Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015. They were also informed regarding the recent amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI various regulations and recent amendments in the Companies Act, 2013.The details of Company''s Policy on Familiarization Programs for Independent Directors are posted on the website of the Company and can be assessed at http://www. owmnahar.com /nahar_polyfilm/ pdf/familiarization-program.pdf

NUMBEROF BOARD MEETINGS

During the year under review, the Board of Directors met Four times i.e. 30th May, 2023, 9th August, 2023, 8th November, 2023 and 10th February, 2024 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was as per the period prescribed under the Companies Act, 2013.

PARTICULARS OF CONTRACTS AGREEMENTS WITH RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacturing of BiAxially Oriented Polypropylene Films (BOPP) for which, sometimes the Company purchases Export Entitlement Licenses i.e DEPB, RODTEP Licenses from group company(s) which are in the ordinary course of business at Arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of interest with the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014. However, the transactions entered into with the Group Companies during the year under review, has been given as Notes to the financial statements in accordance with the Accounting Standards.

The Company has not entered into any contract or arrangement with the related parties as referred in Section 188(1) of the Companies Act, 2013. Thus, the requirement for disclosure of particulars of contracts or arrangement with related parties referred to in Section 188(1) is not applicable. However, as per 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

COMMITTEES OF THE BOARD

The compositions of the committees as on 31st March, 2024 are as follows:-

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

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, Company has already constituted an Audit Committee consisting of three Non-executive Directors under the Chairmanship of Dr. Roshan Lal Behl, Mr. Dinesh Gogna and Dr. Manisha Gupta as members as on 31st March, 2024. Ms. Priya is the Secretary of the Committee. The Committee held four meetings during the year under review. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2013, the Company established a Vigil Mechanism process as an extension of Company''s Code of Conduct whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the members of the Committee about unethical behaviour, actual or suspected, fraud or violation of Company''s Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against

victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Company''s Website. The Company has a dedicated e-mail address i.e. whistleblowernpfl@ owmnahar.com for reporting the genuine concerns.

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

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANY

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

CREDIT RATING

We are pleased to inform you that M/s CARE Ratings has intimated the Company''s credit rating outlook through credit rating report dated 02 January, 2024 has intimated us about the credit rating assigned to the Company which is as under:

Facilities/Instruments	Rating1	Rating Action
Long Term Bank	CARE A;	Reaffirmed
Facilities	STABLE
Short Term Bank	CARE A1	Reaffirmed
Facilities

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the Company may send financial statements and other documents by electronic mode to its members. 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:[e-mail] or [e-mail]. We solicit your

valuable co-operation and support in our endeavour to contribute our bit to the Environment.

LISTING OF SECURITIES

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

1. The BSE Ltd.

25th Floor, PhirozeJeejeebhoy 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 2024-25.

DEMATERIALIZATION OF SECURITIES

Your company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on31st March, 2024, 96.79% of the total Equity Share Capital has been de-materialized. The shareholder(s) who has not dematerialized their shares till date are requested to opt for dematerialization of the shares at the earliest.

Pursuant to Regulation 40 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with the Depository. Hence, all members, who are holding equity shares in physical form, are requested to go in for dematerialization of securities at the earliest.

Further, the 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/transmission, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s Alankit Assignments Ltd.

(Unit: Nahar Poly Films Limited)

“Alankit House”, 4E/2,

Jhandewalan Extension New Delhi-110055 Telephone No: 011-23541234

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at Email ID:

[e-mail] or at the Registered Office of the Company.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identify, evaluate manage and monitor all types of risks which are associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk management process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Company is engaged in the manufacture of BOPP Films and has identified certain risks which may affect the performance of the Company. These include operational risks such as fluctuation in the prices of the raw materials fluctuation in foreign exchange rates, Labour problems, regulatory risks, Government Policy etc. We are of the opinion that none of identified risk is such that which may threaten the existence of the Company.

In compliance with the provisions of Regulation 21 of SEBI (LODR) (Second Amendment) Regulations, 2021 the company has also formed a Risk Management Committee to frame, implement and monitor the risk management plans for the Company. The Risk Management Committee comprises of three Directors under the chairmanship of Mr. Sambhav Oswal, Managing Director and Dr. Anchal Kumar Jain and Dr. Prem Lata Singla, Independent Directors of the Company are other two members of the Committee. The Committee is responsible for monitoring and reviewing the risk management policies and ensuring its effectiveness.

DIRECTORS RESPONSIBILITY STATEMENT

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

THE DIRECTORS CONFIRM:

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

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

iii) that they have taken proper and sufficient care for

maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting any fraud and other irregularities;

iv) that theyhave prepared Annual Accounts on a going concern basis;

v) that they 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 they 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

(A) Statutory Auditors

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

M/s YAPL & Co, Chartered Accountants, have given declaration to the effect that they have not incurred any disqualification as mentioned under Section 141(3) of the Companies Act, 2013 after their appointment as Statutory Auditors of the Company.

Audit Report

The Statutory Auditors have submitted the Audit Report on the Standalone as well as Consolidated Accounts of the Company for the Accounting year ended on 31st March, 2024. There were no qualifications, reservations, adverse remarks or disclaimers in the Report. The observations and comments given by Auditors in their Report read together with the Notes to the Accounts are self explanatory and require no comments.

No frauds were reported by the Auditors under Section 143 (12) of the Companies Act, 2013.

(B) Cost Auditors

We would like to inform you that the Ministry of Corporate Affairs vide its Notification dated 31st December, 2014 amended Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Company''s business activities have been included within the purview of Cost Audit requirement. Accordingly, the Board of Directors on

the recommendation of Audit Committee appointed M/s Khushwinder Kumar & Associates, Cost Accountant, as Cost Auditors of the Company for financial year 2024-25and has fixed aremuneration of Rs. 55000/- subject to the ratification of the members as per the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014, Accordingly, a resolution for the ratification of the remuneration of the Cost Auditor by the shareholders at the ensuing Annual General Meeting is being proposed for your approval.

Cost Audit Report

The Cost Auditors have conducted Cost Audit for the Financial Year ended 31st March, 2024. There were no observations (including any qualification, reservation, adverse remark or disclaimer) in their Cost Audit Report that may call for any explanation from the Directors.

(C) Secretarial Auditor

Pursuant to the provision of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company has appointed M/s. P.S. Bathla & Associates, Practicing Company Secretary, having Certificate of Practice No. 2585 to conduct Secretarial Audit of the Company for the financial year2024-25.

Secretarial Audit Report

M/s. P.S. Bathla & Associates, Practicing Company Secretary have carried out the secretarial Audit for the financial year ended 31st March, 2024 and submitted their Secretarial Audit Report in the form MR-3 as annexed herewith this report as ''Annexure II'' and forms part of this report.

The Report is self explanatory and requires no comments.

SECRETARIAL STANDARDS

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

INTERNAL FINANCIAL CONTROL AND SYSTEMS

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

financial reporting and compliances with procedures, laws and regulations.

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

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s Piyush Singla & Associates, a firm of Chartered Accountants as Internal Auditor of the Company. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems.

Apart from the above, an Audit Committee consisting of three non-executive directors has been constituted. All the significant audit observation and follow up action thereon are taken care of by the Audit Committee. The Committee oversees the adequacy of Internal Control. The Audit Committee met four times during the financial year 2023-24. 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.

ANNUAL RETURN

As provided under Section 92(3) and 134(3) (a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules,2020, Annual Return in Form MGT-7 for FY 202324 is uploaded on the website of the Company and can be accessed at http://www.owmnahar.com/nahar _polyfilm/pdf/Annual-Return-2023-2024.pdf

PUBLIC DEPOSITS

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

Rules, 2014 is aiven hereunder:-

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

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 IN” 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 Managing Director is also given in “Annexure III” and form part of this report.

Pursuant to the provisions of Section 197(1) of the Companies Act 2013 as amended from time to time, the Company got approval of shareholders vide special resolution passed in the 34th Annual General Meeting of the Company and re-designated Mr. Sambhav Oswal as an Managing Director w.e.f. 1st September, 2022 to 30th June, 2025 i.e. till the Completion of his present tenure. Mr. Sambhav Oswal is 31 years of age. He has done his graduation in Business Administration from University of Southern California, USA. Before joining the Company, he was employed with Nahar Spinning Mills Limited. He has business experience of more than 9 years in the areas of Marketing, Exports, Finance and Corporate Affairs. During the year under review, Mr. Sambhav Oswal, Managing Director of the Company has been paid a remuneration of Rs. 8,71,00000/- (Rupees Eight Crores Seventy One Lac only) in the financial year 2023-24. His shareholding in the Company is 35600 equity shares of Rs.5/- each. He is related to Mr. Jawahar Lal Oswal, Chairman, Mr. Dinesh Oswal, Director, and Mr. Kamal Oswal, Director of the Company and Ms. Ritu Oswal, CSR Advisor of the Company.

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

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

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2023-24, the Company has not received any complaints on sexual harassment and hence, no compliant remains pending as on 31st March, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

REPORT ON THE CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report for the year ended 31st March, 2024 describing the initiatives taken by the listed entity from an environmental, social and governance perspective in the format as specified by the Board as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is uploaded on the website of the Company and can be accessed at http://www.owmnahar. com/nahar_polyfilm/pdf/BRSR-2023-24.pdf

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company recognizes human resource as its most

valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company is of firm belief that the Human Resources are the driving force that propels a Company towards progress and success. The Company has a team of able and experienced professionals to look after the affairs of the Company. The Company''s employees at all levels have extended their whole hearted cooperation for the excellent performance of the Company

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their thanks 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

Sd /-

JAWAHAR LAL OSWAL PLACE : LUDHIANA (CHAIRMAN)

DATED: 12^th AUGUST, 2024 (DIN: 00463866)

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Mar 31, 2018

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)

PARTICULARS	STANDLONE		CONSOLIDATED
	CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
Total Income (Net of Excise)	255.63	257.94	254.63	256.94
Less: Total Expenses	248.47	249.69	248.47	249.68
Profit before Tax	7.16	8.25	6.16	7.26
Less Tax Expenses (including deferred tax)	2.06	(1.79)	2.06	(1.79)
Share of Profit from Associate	-	-	11.07	9.79
Net profit from continuing operations	5.10	10.04	15.17	18.84
Other Comprehensive Income	(44.31)	46.65	(44.31)	46.65
Profit/ Loss for the period	(39.21)	56.69	(29.14)	65.49

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:

Name of the Policy	Brief Description
Appointment & Remuneration Policy	Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015, the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. The Policy formulates the principle and criteria for determining qualification, competences, positive attributes, integrity and independence etc. for Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of directors, key manager personnel and other employees.
Corporate Social Responsibility Policy	Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with companies ( Corporate Social Responsibility Policy Rules, 2014, the CSR Committee formulated the CSR Policy which was adopted by the Board. The CSR policy outlines the various programmes/ projects/ activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013.
Whistle Blower Policy	Pursuant to the provisions of

	Section 177 of the Companies Act, 201 3 company has formulated and adopted Vigil Mechanism/ whistle Blower policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct.
Policy for determining the Material Related Party Transactions and dealing with the related party transactions	Pursuant to the requirements of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the company and its group companies and related parties. The Policy has been uploaded on the Company’s website and can be accessed at http://www.owmnahar.com/ nahar_polyfilm/pdf/RPT-NAHAR-POLY.pdf
Insider Trading Policy	To provide the framework for dealing in the Securities of the company by the Insiders, the Board has approved and adopted the following Codes in its Meeting held on 30.05.2016 under SEBI (Prohibition of Insider Trading) Regulations, 2015: I. Code of practices and procedures for fai r disclosure of unpublished price sensitive information.. ii. Code of conduct to regulate, monitor and report trading by insiders. The Code helps to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive

	information in relation to the Company and during the period when the Trading Window is closed.
Policy for preservation of Documents	Board of directors in their meeting held on 10th February, 2016 has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per the requirements of applicable laws.
Archival Policy	Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board has approved and adopted the Archival Policy in its Meeting on 10th February 2016. The Policy ensures protection, maintenance and archival of Company’s disclosures, documents and records that are placed on Company’s website i .e. www.owmnahar .com
Board Diversity Policy	The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board diversity as per the recommendations of the Nomination and Remuneration Committee. The policy envisages of diversification of Company’s Board in respect of age, knowledge and experience expertise.

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. [e-mail] 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:[e-mail] or [e-mail]. 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.:[phone]

Fax No. :[phone]

E-mail Address:[e-mail]

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

---

Mar 31, 2016

Dear Members,

The directors have pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT on the affairs of the Company for the financial year ended 31st March, 2016.

FINANCIAL PERFORMANCE

The Company’s Financial Performance during the year is summarized below:

(Rs. In Crores)

	STANDA	LONE	CONSOL	DATED
PARTICULARS	CURRENT	PREVIOUS	CURRENT	PREVIOUS
	YEAR	YEAR	YEAR	YEAR
Profit for the year before Finance Cost & Depreciation	47.54	42.43	50.88	48.98
Less: Finance Cost	(7.98)	(13.12)	(7.98)	(13.12)
Depreciation	(22.00)	(21.72)	(22.00)	(21.72)
Profit before Tax	17.56	7.59	20.90	14.14
(i) Current Tax	(3.47)	(1.17)	(3.47)	(1.17)
(ii) Deferred Tax	(2.44)	(1.88)	(2.44)	(1.88)
Profit after Tax	11.65	4.54	14.99	11.09
Adjustment of Income Tax of Earlier years	0.00	-0.10	0.00	-0.10
Add: Balance of Surplus Brought Forward	4.76	0.32	11.31	8.00
Amount Available	16.41	4.76	26.30	18.99
for Appropriation APPROPIATION Proposed Dividend	1.23		1.23
Tax on Distributed Profit	0.25		0.45	0.17
Transfer to General Reserve	14.92		21.27	7.52
Balance Carried to Balance Sheet	0.01	4.76	3.35	11.30
	16.41	4.76	26.30	18.99

OPERATIONAL REVIEW

We would like to inform you that Company operates in a single segment i.e., "BOPP Films" as such disclosure requirements under Accounting Standard AS 17 issued by the Institute of Chartered Accountants of India, New Delhi are not applicable.

STANDALONE-REVENUE AND PROFITS

We would like to inform you that during the year under review on standalone basis, Company achieved an operating revenue of Rs.293.59 crores as against Rs.334.49 crores in the previous year. However, the company has improved it’s performance and earned a Profit before Finance Cost and Depreciation of Rs.47.54 crores as against Rs.42.43 crores showing an impressive increase of 12.04% over the previous year. After Providing Rs.7.98 crores towards finance cost and Rs. 22.00 crores towards depreciation, earned a profit before tax of Rs.17.56 crores. After providing Income tax and Deferred tax of Rs.5.91 crores, the company earned a net profit of Rs.11.65 crores.

CONSOLIDATED-REVENUE AND PROFITS

Pursuant to the provisions of section 129(3) of the Companies Act 2013, Company has consolidated the financial results of its associate company namely Nahar Capital and Financial Services Ltd. On consolidated basis the company earned a profit before finance cost and depreciation of Rs 50.88 crores as against Rs. 48.98 crores earned in the previous year thereby showing an increase of 3.88% over the previous year. After providing Rs.7.98 crores towards finance cost and Rs. 22.00 crores towards depreciation, it earned a profit before tax of Rs.20.90 crores as against Rs.14.14 crores in the previous year. After providing Income tax and Deferred tax of Rs.5.91 crores, the company earned a net profit of Rs.14.99 crores.

TRANSFER TO RESERVE

After appropriation of profit as per detail herein above an amount of Rs.14.92 crores has been transferred to General Reserve thereby increasing company’s Reserves to Rs.101.60 crores as on 31st March,2016.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 10% i.e. (Rs. 0.50/- per Equity Share of Rs.5/- each) on the paid up equity share capital for the financial year ended 31st March, 2016. The total appropriation (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 profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 9th September 2016 or Register of Beneficial Owners, maintained by the Depositories as at the close of 9th September 2016.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205C of the Companies Act, 1956 the company has transferred an amount of Rs. 5,41,675.00 (Rs. Five Lacs Forty One Thousand Six Hundred Seventy Five only) being the amount of unclaimed dividend for the year 2007-2008 to the Investor Education and Protection Fund. Further, unpaid dividend for the year 2008-2009 shall be transferred to Investor Education and Protection Fund in November, 2016. The Company has also sent letter/ notice to the shareholders informing them to claim the unclaimed dividend from the Company before the same is transferred to the Investor Education and Protection Fund.

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 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made there under.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Article 117 of Article of Association of the Company, Sh. Dinesh Gogna (DIN 00498670) and Sh. Komal Jain (DIN 00399948), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointment to the members of the Company at the ensuing Annual General Meeting.

Besides, the period of office of Sh. Satish Kumar Sharma, Executive Director of the Company, who was appointed for a period of five years, is expiring on 31st July, 2017. The Board having regard to the overall growth of the Company under his leadership and on the recommendation of Nomination and Remuneration Committee has decided to reappoint him (subject to the approval of the shareholders) as Executive Director for a period of three years commencing from 1st August, 2017. The resolution for the same is being proposed for your approval in the accompanying Notice of the ensuring Annual General Meeting.

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 Mr. Atul Sud, Company Secretary are Key Managerial Personnel (hereinafter referred as KMP) of the Company. Mr. Atul Sud, Company Secretary resigned from the Company and his resignation was accepted by the Board of Directors in their meeting held on 12th August,2016. Further Mrs. Nidhi Khande having membership no (A32921) of Institute of company Secretaries of India was appointed as Company Secretary of the Company under the category of (KMP) w.e.f. 12th August, 2016.

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 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 except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and 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 a good corporate the company has already formulated several corporate governance policies and the same are available on the Company’s website i.e., www.owmnahar.com. The said policies are reviewed periodically by the board to make them in compliance with the new Regulations/ requirements.

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

Name of the Policy	Brief Description
Appointment & Remuneration Policy	Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015,the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee.
Corporate Social Responsibility Policy	Pursuant to the provisions of Section 135 of the Companies Act,2013 read with companies (Corporate Social Responsibility Policy Rules, 2014, the CSR Policy was formulated and adopted by the Board. The CSR policy outline the various programmes/ projects/ activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013.
Whistle Blower Policy	Pursuant to the provisions of Section 177 of the Companies Act, 2013 company has formulated and adopted Vigil Mechanism/whistle Blower policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct.
Policy on Material Related Party Transactions	Pursuant to the requirements of regulation 23 of SEBI (Listing

	Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transactions between the company and its group companies and related parties. The Policy has been uploaded on the Company’s website and can be accessed at http://www.owmnahar.com /nahar polyfilm/pdf/RPT-NAHAR-POLY.pdf
Insider Trading Policy	To provide the framework for dealing in the Securities of the company by the Insiders, the Board has approved and adopted the following Codes in its Meeting held on 30.05.2015 under SEBI (Prohibition of Insider Trading) Regulations, 2015: i. Code of practices and procedures for fair disclosure of unpublished price sensitive information. ii. Code of conduct to regulate, monitor and report trading by insiders. The Code help to regulate trading in securities by the Directors and designated employees o f t h e Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
Preservation of Documents Policy	Board of directors in their meeting held on10th November, 201 5 has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of 8 years as per the requirements of applicable

	laws.
Archival Policy	Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has approved and adopted the Archival Policy in its Meeting on 10th November, 2015.The Policy ensures protection, maintenance and archival of Company’s disclosures, documents and records that are placed on Company’s website i.e. www.owmnahar .com
Board Diversity Policy	The Board of Directors in their Meeting held on 3rd February, 2015 has approved and adopted the Board Diversity Policy as per the recommendations of the Nomination and Remuneration Committee. The policy envisages diversification of Company’s Board in respect of age, knowledge, experience and expertise.

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under section 178(3) of the Companies Act, 2013. The Objective of the Policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors. 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 Independent Directors out of which one director namely Dr. (Mrs.) H.K Bal is a woman director of the Board. The Company Policy of appointment and Remuneration includes criteria for determining Qualification, Positive Attributes, Independence of Directors and Other matters, as required under sub section 3 of Section 178 of the Companies Act, 2013. The Policy also laid down the criteria for determining the remuneration of directors, key managerial personnel and other employees. The Nomination and Remuneration policy of the Company is available on the Company’s website and can be accessed at http://www.owmnahar.com/nahar_polyfilm/pdf/ NPFLAPPOINTMENTANDREMUNERATIONPOLICY.pdf. There has been no change in the Policy since the last financial year.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors held their meeting on 4th December, 2015 without the attendance of Non Independent Directors and members of the Management.

All Independent Directors were present at the meetimd. All 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 xiews of Executive Directors and Non- Executive Directors;

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

FAMILIARISATION PROGRAMS FOR BOARD MEMBERS

The Company at the time of appointing a Director, issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with all policies/Guidelines as framed by the Company under various statutes and Listing Agreement/ 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 Listing Agreement/ SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The company made arrangement to apprise and familiarize the directors regarding the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 which came into effect w.e.f 1st December,2015. They were also informed regarding the Companies Amendment Bill 2015 which is introduced in the Parliament. The details of the Company’s policy on Familiarization Programs for Independent Directors is posted on the website of the Company and can be assessed at http://www.owmnahar.com/nahar_polyfilm/ pdf/Familiarizatio-Program-NPFL0001.pdf

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors met four times i.e. 30th May, 2015, 05th August, 2015, 10th November, 2015 and 10th February, 2016 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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. The Company has not entered into any contract or arrangement with related parties as referred in Section 188(1) of Companies Act, 2013. Thus the requirement for disclosure of particulars of contract / arrangement with related parties referred to in Section 188(1) is not applicable. However as per Company’s Policy, all the transactions with Group companies are placed before the Audit Committee as well as Board, for their information and approval.

We also wish to inform you that there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

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

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

SHARE CAPITAL

The Paid up equity share capital of the Company as on 31st March, 2016 is Rs.1229.40 Lacs. During the year under review Company has neither issued shares with differential voting rights nor granted stock options or sweat equity under any scheme.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more or turnover of Rs. one thousand crore or more or a net profit of rupees five crore or more during any financial year is required to spend in every financial year at least 2% of the average net profits made during the three immediate preceding financial years on CSR activities. We would like to inform you that as per applicable provisions of Companies Act 2013, there is average net loss and accordingly CSR provisions were not applicable during the year under review.

The disclosure relating to the 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, Prof K.S. Maini and Sh. Dinesh Gogna, Directors as members. Mr. Atul Sud who was the secretary of the Committee has resigned and his resignation has been accepted by Board w.e.f. 12th August, 2016. To fill the vacancy, the Board in its meeting held on 12th August, 2016 has appointed Mrs. Nidhi Khande as Company Secretary cum Compliance Officer w.e.f. 12th August, 2016. 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 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 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 provide 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. [e-mail] for reporting the genuine concerns.

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

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANY

The Company has only one associate company i.e., M/S. Nahar Capital and Financial Services Limited, during the year under the review. The Company does not have any subsidiaries or joint venture company.

CREDIT RATING

We are pleased to inform that the Credit Analysis and Research (CARE) vide their letter dated 11th April, 2016 has assigned the credit rating "CARE A-" for long term debt instruments/ facilities and "CARE A2 " for the short term debt instruments/ facilities of the Company.

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 Further, as per the provisions of companies act,2013 read with companies (Management and Administration) Rules,2014 the Company may send Financial Statements and other documents by Electronic mode to its members. Your Company has decided to join the MCA in its environmental friendly initiative.

Accordingly, 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:[e-mail] or gredressalnpfl@owmnahar .com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

LISTING AGREEMENT

To streamline the provisions of the Listing Agreement and its better enforceability the Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The said Regulations became effective from 1st December, 2015. In compliance of the said Regulations, the Company has entered into Listing Agreement with the National Stock Exchange of India Ltd and The B.S.E. Ltd on 10th February, 2016

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 2016-2017.

DEMATERIALISATION OF SECURITIES.

As the members must be aware that Company’s securities are tradable compulsorily in electronic form w.e.f. 8th May 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 31st March, 2016 date 92.89% of the Share Capital has been dematerialized by the members of the Company.

Annual custodian fee for the financial year 2016-2017 has also been paid to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

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.:[phone] Fax No. :[phone]

E-mail Address:[e-mail]

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

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.

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 Section 134(3)(c) of the Companies Act, 2013.

The Directors confirm:

i) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

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 (in the case of a listed company) had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

AUDITORS & AUDITOR’S INDEPENDENT REPORT STATUTORY AUDITORS

The members at the Annual General Meeting held on 30th September, 2015, appointed M/S. Gupta Vigg & Co., Chartered Accountants (Registration No. 001393N), as Statutory Auditors to hold the office till the conclusion of the 28th Annual General Meeting of the Company. Their period of office will expire at the ensuing Annual General Meeting. They have expressed their willingness for re-appointment as Auditors of the Company and has given a written consent/certificate regarding eligibility for their reappointment as Statutory Auditors in accordance with the Rule 4 of the Companies(Audit and Auditors) Rule,

2014 read with the provisions of section 139(2) of the Companies Act, 2013. The Board of Directors based on the recommendation of the Audit Committee has proposed the appointment of M/s. Gupta Vigg & Co., as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

AUDIT REPORT

The Statutory Auditors have submitted Audit Report on Standalone as well as Consolidated Financial Statement of the Company for the Accounting year ended on 31st March, 2016. The observations and comments given by Auditors in their Reports read together with the Notes to the Accounts are self explanatory and require no comment.

COST AUDITORS

We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 31st 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 Board of Directors on the recommendation of Audit Committee has appointed M/S. Khushwinder Kumar & Associates, Cost Accountant, as Cost Auditors of the Company for financial year 2016-17 and has fixed the remuneration of Rs. 45000/- for the audit of Cost Accounting records for the said financial year. The Board, pursuant to the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014, has recommended a resolution for the ratification of the remuneration of the Cost Auditor by the shareholders at the ensuing Annual General Meeting of the Company.

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, Practicing Company Secretaries, having Membership No. 2585 to conduct Secretarial Audit for the financial year 2015-16.

M/s. P.S. Bathla & Associates, Practicing Company Secretaries have carried out the secretarial Audit for the financial year ended March 31, 2016 and their Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure II and forms part of the report.

The Report is self explanatory and require no comments.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy 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 which came into effect from 1st December, 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 has an adequate systems and Internal Financial Control to ensure that all the assets of the company are safeguarded and protected. The Company’s Internal Financial Control Systems commensurate with the nature of its business and size of its operations. In order to further strength the Internal Control Systems and to automate the various process of the business, company is making use of Enterprise Resource Planning (ERP). Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed an Internal Auditor for the financial year 2016-17. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems. 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 this, an Audit Committee consisting of three non executive directors has been constituted. All the significant audit observation and follow up action thereon are taken care of by the Audit Committee. The Committee oversee the adequacy of Internal Control. 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 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 there under. During the financial year 2015-16, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31 March, 2016.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial year 2015-16 in the Form MGT-9 of the Company is annexed herewith as Annexure III and form part of this report.

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. Further 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-V 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 parts C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith as Annexure-VI 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) Schedule V(B) of the SEBI (LODR) Regulations, 2015 with the Stock Exchanges in India is enclosed as per annexure-VIII 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 thanks 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, co-operation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

JAWAHAR LAL OSWAL

PLACE : LUDHIANA (CHAIRMAN)

DATED : 12TH AUGUST, 2016 DIN:00463866

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the TWENTY SEVENTH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2015.

FINANCIAL PERFORMANCE

Your Company's Financial Performance during the year under review, is summarised below: (Rs. In crores)

PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit before Finance Cost 42.43 28.65

& Depreciation

Less: Finance Cost 13.12 13.89

Depreciation 21.72 34.84 14.47 28.36

Profit/ Loss(-) before Tax 7.59 0.29

(i) Current Tax 1.17 0.00

(ii) Deferred Tax 1.88 0.00

Profit/Loss for the period 4.54 0.29

OPERATIONAL REVIEW

We would like to inform you that Company operates in a single segment i.e., "BOPP Films" as such disclosure requirements under Accounting Standard AS 17 issued by the Institute of Chartered Accountants of India, New Delhi are not applicable.

During the year under review, the Company performed reasonably well. The Company achieved an operating revenue of Rs.343.13 crores showing an increase of 3.90% over the previous year. The Company achieved an export turnover of 43.45 crores. Presently the company is exporting its products to Nigeria, United Kingdom, United Arab Emirates, Bangladesh, Turkey, Oman Tanzania, Nepal, Slovakia Republic etc. On financial front, the company improved it's performance and earned a Profit before Interest and Depreciation of Rs. 42.43 crores showing an impressive increase of 48.10% over the previous year. After providing Rs. 13.12 crores towards finance cost and Rs. 21.72 crores towards depreciation, it earned a profit before tax of Rs.7.59 crores. After providing for Income Tax and Deferred Tax of Rs 3.05 crores, the company earned a net profit of Rs.4.54 crores as against Rs 0.29 crores earned in the previous year.

In the current year the Company is performing well. The Company is also making continuous efforts to develop new export markets which will definitely enable the company to improve its performance in the coming periods.

TRANSFER TO RESERVE

After appropriation of profit, Company's Reserves stand increase to Rs.136.22 Crores as on 31st March, 2015

DIVIDEND

Even though your Company earned a profit after tax of Rs. 4.54 crores but having regard to the future requirement of funds and to conserve resources, your Directors do not recommend any dividend for the year ended 31st March, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956 the company has transferred an amount of Rs. 7,24,128.00 (Rs. Seven Lacs Twenty Four Thousand One Hundred Twenty Eight only) being the amount of unclaimed dividend for the year 2006-07 to the Investor Education and Protection Fund. Further unpaid dividend for the year 2007-2008 is to be transferred to Investor Education and Protection Fund pursuant to Section 205C of the Companies Act, 1956 in November, 2015.

DECLARATION UNDER SECTION 149(6)

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 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to 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. Kamal Oswal (DIN 00493213), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board has recommended their appointment to the members of the Company at the ensuing Annual General Meeting.

During the year, the members approved the appointment of Prof. K.S. Maini, Dr. A.S. Sohi, Dr. (Mrs.) H.K. Bal, Dr. S.K. Singla, Dr. Y.P. Sachdeva and Dr. Vijay Asdhir as Independent Directors not liable to retire by rotation.

Further the Board appointed Mr. Rakesh Kumar Jain, who is a qualified Chartered Accountant, having Membership No. 403903 of the Institute of Chartered Accountants of India, as Chief Financial Officer of the Company under the category of Key Managerial Personnel. The Board also approved the inclusion of Sh. Satish Kumar Sharma, Executive Director and Sh. Atul Sud, Company Secretary of the Company under the category of Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out a formal Annual performance evaluation of its own, Board Committees and individual Directors as per the criteria laid down by the Nomination and Remuneration Committee of the Company.

The Board evaluation was carried out through a structured evaluation process by all the Directors based on the criteria such as composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behaviour, leadership qualities, level of engagement and contribution, independence of judgement, 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 Board was satisfied with the evaluation process and the results thereof.

APPOINTMENT AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee 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 Appointment and Remuneration Policy of the Company is annexed hereto as Annexure- I and form part of this report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors met on 15th December, 2014, 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 flow of information between the Company management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

The Company at the time of appointing a Director, issues a formal letter of appointment which, inter alia, explains the role, functions duties and responsibilities expected from him/her as a Director of the Company. All Directors are provided with all policies/Guidelines as framed by the Company under various statutes and Listing Agreement to familiarize with the 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 Listing Agreement. The details of the Company's policy on Familiarisation Programme for Independent Directors are posted on the website of the Company and can be accessed at http://www.owmnahar.com/npfl/

BOARD MEETINGS

During the year under review, the Board of Directors met four times i.e. 29th May, 2014, 11th August, 2014, 12th November, 2014 and 3rd February, 2015 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your company is engaged in the Manufacture of BiAxially 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. The Company has not entered into any contract or arrangement with 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 transactions with the Group Companies are placed before the Audit Committee as well as the Board, for their information and approval.

We also wish to inform you that there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict of interest with the Company at large.

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

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

SHARE CAPITAL

The Paid up equity share capital of the Company as on 31st March, 2015 is Rs. 1229.40 Lacs. During the year under review Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 3, 6, 11, 12, 16, to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013, the Board in their meeting held on 29th May 2015 constituted the Corporate Social Responsibility Committee(herein after referred to as CSR Committee) comprising of three members namely Sh. Dinesh Oswal, as Chairman, Dr. S.K. Singla and Sh. Dinesh Gogna, as members. The term of reference of CSR Committee are:-

1. To formulate and recommend to the Board CSR Policy specifying therein the activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

2. To Recommend the amount of expenditure to be incurred on the CSR activities.

3. To Monitor the Company's CSR Policy and implementation of CSR projects from time to time.

The CSR Committee formulated CSR Policy and recommended to the Board to undertake CSR activities 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 Company has started contributing the sum for the expenditure to be incurred by Oswal Foundation for CSR activities. The Oswal Foundation is undertaking the project to 'maintain the quality of soil and water' on Sidhwan Canal, Ludhiana. Besides, the said foundation has also adopted two Government Schools situated in Ludhiana district. for 'promoting education'. The Company's CSR Policy is available on its website i.e. www.owmnahar.com. The disclosure relating to the 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 II" and form 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, Prof K.S. Maini and Sh. Dinesh Gogna, Directors as members. Mr. Atul Sud 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, 2014, 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 provide direct access to the chairperson/chairman 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. [e-mail] for reporting the genuine concerns.

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

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, 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:[e-mail] or [e-mail]. We solicit your valuable co-operation and support in our endeavour to contribute our bit to the environment.

LISTING OF SECURITIES

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

1. The Bombay Stock Exchange 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 2015-2016.

DEMATERIALISATION OF SHARES.

As the members must be aware that Company's securities are tradable compulsorily in electronic form w.e.f. 8th May 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 date 92.73% of the Share Capital has been de-materialized by the members of the Company.

Annual custodian fee for the financial year 2015-2016 has also been paid to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSl).

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 Limited (Unit: Nahar Poly Films Limited)

Alankit House, 2E/21, Jhandewalan Extension New Delhi - 110 055

Telephone No. : [phone]

Fax No. : [phone]

E-mail address : [e-mail]

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

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.

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 Section 134(3)(c) of the Companies Act, 2013.

The Directors Confirm:

i) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

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 they 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 they 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

The members at the Annual General Meeting held on 30th September, 2014, appointed M/s Gupta Vigg and Co., Chartered Accountants (Registration No. 001393N) as Statutory Auditors of the Company to hold the office till the conclusion of 27th Annual General Meeting of the Company. Their period of office will expire at the ensuing Annual General Meeting. They have expressed their willingness for re-appointment as Auditors of the Company and has given a written consent/certificate regarding eligibility for their reappointment as Statutory Auditors in accordance with the Rule 4 of the Companies(Audit and Auditors) Rule, 2014 read with the provisions of section 139(2) of the Companies Act, 2013.

The Board of Directors based on the recommendation of the Audit Committee has proposed the appointment of M/s. Gupta Vigg & Co., as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

AUDIT REPORT

The Statutory Auditors have submitted Audit Report on the Accounts of the Company for the Accounting year ended on 31st March, 2015. The observations and comments given by Auditors in their Report read together with the Notes to the Accounts are self explanatory and require no comment.

COST AUDITORS

We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 31st 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 Board of Directors on the recommendation of Audit Committee has appointed M/S. Khushwinder Kumar & Associates, Cost Accountant, as Cost Auditors of the Company for financial year 2015-16 and has fixed the remuneration of Rs. 45000/- for the audit of Cost Accounting records for the said financial year. The Board, pursuant to the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014, has recommended a resolution for the ratification of the remuneration of the Cost Auditor by the shareholders at the ensuing Annual General Meeting of the Company.

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 Membership No. 2585 to conduct Secretarial Audit for the financial year 2014-15.

M/s. P.S. Bathla & Associates, Practising Company Secretaries have carried out the secretarial Audit for the financial year ended March 31, 2015 and their Secretarial Audit Report in Form No. MR-3 is annexed herewith this report as Annexure III and forms part of this report.

The Report is self explanatory and require no comments.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy 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 Clause 49 of the Listing Agreement and suggests steps to be taken to control and mitigate the risks associated with Company's business.

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

INTERNAL FINANCIAL CONTROL AND SYSTEMS

The Company has an adequate system and Internal Financial Control to ensure that all the assets of the company are safeguarded and protected. The Company's Internal Financial 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).

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed an Internal Auditor. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems.

Apart from this, an Audit Committee consisting of three non executive directors has been constituted. All the significant audit observation and follow up action thereon are taken care of by the Audit Committee. The Committee oversee the adequacy of Internal Control. 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 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 : Nil unclaimed as at the end of the year

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

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

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

During the financial year 2014-15, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31 March, 2015.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial year 2014-15 in the Form MGT-9 of the Company is annexed herewith as Annexure IV and form part of this report.

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 V and form part of this report .

Further 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 EARNING AND OUTGO

The detailed information as required under section 134(3) of the companies Act, 2013 read with Subrule 3 of the Rule 8 Companies (Accounts) Rules, 2014, is enclosed as per Annexure-VI 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 alongwith the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as Annexure-VII and form part of this report .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under the clause 49 of the listing agreement with the Stock Exchanges in India is enclosed as per annexure-VIII 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.

ACKNOWLEDGMENT

The Board of Directors of the company wish to place on record their thanks 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, co-operation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE : LUDHIANA JAWAHAR LAL OSWAL DATED : 5th August, 2015 (CHAIRMAN) DIN:00463866

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the TWENTY SIXTH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE

Your Company''s Financial Performance during the year under review, is summarised below:

(Rs. In crores)

PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit before Finance Cost 28.65 19.83 & Depreciation

Less: Finance Cost 13.89 15.73

Depreciation 14.47 28.36 14.59 30.32

Profit/Loss(-) before Tax 0.29 10.49

(i) Current Tax 0.00 0.00

(ii) Deferred Tax 0.00 (3.80)

Profit/Loss for the period 0.29 -6.69

OPERATIONAL REVIEW

During the year under review, the Company earned an operational revenue of Rs.330.38 crores as against 239.54 crores in the previous year showing an impressive increase of 37.92% over the previous year. On financial front, the company improved it''s performance and earned a Profit before Interest and Depreciation of Rs. 28.65 crores as against 19.83 crores in the previous year thereby showing an impressive increase of 44.47% over the previous year. After providing Rs. 13.89 crores towards finance cost and Rs. 14.47 crores towards depreciation, it earned a profit of Rs.0.29 crores as against loss of Rs 6.69 crores suffered during the last year.

The company also improved its export performance and achieved a export turnover of Rs. 47.90 cores showing an impressive increase of 78.66% over the previous year. The company is exporting its products to Nigeria, United Kingdom, United Arab Emirates, Bangladesh, Turkey, Oman Tanzania, Nepal, Slovakia Republic etc. The continuous efforts are being made to develop new export markets which will definitely enable the company to improve its performance.

DIVIDEND

Due to inadequacy of profits, your Directors do not recommend any dividend for the year ended 31st March, 2014.

The amount of unclaimed dividend for the year 2005-06 of Rs. 17,45,320.00 (Rs. Seventeen Lacs Forty Five Thousand Three Hundred Twenty only) for the year 2005-06, pursuant to Section 205-C of the Companies Act, 1956 has been transferred to the Investor Education and Protection Fund. Further unpaid dividend for the year 2006-2007 is to be transferred to Investor Education and Protection Fund pursuant to section 205C of the Companies Act, 1956 in November, 2014. Shareholders who have not en-cashed their dividend warrants relating to the said period are requested to claim the amount from the Company at the earliest.

DIRECTORS

Pursuant to section 149 of the Companies Act, 2013, Sh. Komal Jain and Sh. Dinesh Oswal, will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themeselves for re-appointment. Pursuant to section 149,152 read with Schedule IV of the Companies Act, 2013 and clause 49 of the Listing Agreement Prof. K.S. Maini, Dr. Amrik Singh Sohi, Dr. (Mrs.) Harbhajan Kaur Bal, Dr. Suresh Kumar Singla and Dr. Y.P. Sachdeva, Directors of the Company, who were appointed as directors liable to retire by rotation, are proposed to be appointed as Independent Directors for the fixed term of three years upto the conclusion of 29th Annual General Meeting in the calender year 2017. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Vijay Asdhir was appointed as an Additional Director, designated as an Independent Director w.e.f. October 30, 2013 and his term expires at the Annual General Meeting. The Company has received requisite notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Independent Director along with the requisite deposit. In terms of section 149 and other applicable provisions of the Companies Act, 2013, Dr. Vijay Asdhir, being eligible offers himself for appointment, is proposed to be appointed as an Independent Director for 3 (three) years commencing from this Annual General Meeting upto the conclusion of 29th Annual General Meeting in the calender year 2017. The necessary resolutions for the appointment of the directors have been proposed in the accompanying Notice.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

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, 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:[e-mail] or [e-mail]. 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 Bombay Stock Exchange 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 2014-2015. DEMATERIALISATION OF SHARES.

As the members must be aware that Company''s securities are tradable compulsorily in electronic form w.e.f. 8th May 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 date 92.52% of the Share Capital has been de-materialized by the members of the Company.

Annual custodian fee for the financial year 2014-2015 has also been paid to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

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.: [phone] Fax No. :[phone] E-mail Address:[e-mail]

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

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.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, the board has already constituted an independent and qualified Audit committee, consisting of three non executive Directors under the chairmanship of Sh. Suresh Kumar Singla, Prof K.S. Maini and Sh. Dinesh Gogna as members. The committee held four meetings during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013, your Board of Directors in its meeting held on 29th May, 2014 has constituted Corporate Social Responsibility Committee consisting of Sh. Dinesh Oswal, Director of the Company as Chairman and Dr. S.K. Singla and Sh. Dinesh Gogna, Directors as members. The Committee has been constituted to:-

1. Formulate and recommend the Board a CSR Policy which shall indicate the activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

2. Recommend the amount of expenditure to be incurred on the CSR activities.

3. Monitor the Company''s CSR Policy and implementation of CSR projects from time to time.

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.

AUDITORS & AUDITOR''S INDEPENDENT REPORT

M/s Gupta Vigg & Co., the Auditors of your Company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The company has obtained from auditors, a certificate as required under Section 139 of the Companies Act, 2013 to the effect that their reappointment, if made, would be within the limits specified under section 141(3)(g). The Audit Committee has recommended their re-appointment. The Independent Auditor''s report of the auditors is self explanatory and does not require any explanation from the Board.

COST AUDITORS

The Company appointed M/S. Khushwinder Kumar & Associates, House No. S-200,Basant Vihar Colony, Noorwala Road, Ludhiana- 141008 a qualified Cost Accountant as Cost Auditors for the year 2013-14. The Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi have approved their appointment. The Cost Audit Report for the BOPP Films for the year ended 31st March, 2014 would be submitted to the Ministry of Corporate Affairs, Cost Audit Branch, in accordance with the requirements of Law.

We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 30th June, 2014 notified Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Company''s business activities has been excluded from the preview of Cost Audit requirement.

PUBLIC DEPOSITS

During the year, the company has neither accepted nor intend to accept any Public Deposit.There are no outstanding/ unclaimed deposits from the public PARTICULARS OF EMPLOYEES None of the employee is in receipt of emoluments in excess of the limits prescribed under the Companies (Particulars of employees) Rules, 1975.

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

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo as required under section 217(1)(e)of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annexure -1 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 Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as annexure-II and forms part of this report. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India is enclosed as per Annexure III and forms part of this Report.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGMENT

The board of directors of the company wish to place on record their thanks 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, co-operation and confidence in the management of the company

FOR AND ON BEHALF OF THE BOARD PLACE : LUDHIANA JAWAHAR LAL OSWAL DATED : 11th August, 2014 (CHAIRMAN)

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Mar 31, 2012

The directors have pleasure in presenting the Twenty Fourth ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

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

(Rs. in Lac)

PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit before Finance Cost 4572.23 3033.88 & Depreciation

Less: Finance Cost 1817.92 1493.11

Depreciation 1457.74 1248.23

Provision for taxation

(Net of Deferred Tax) 596.24 (72.41)

Profit after tax 700.34 364.95

Adjustment of Income Tax earlier years 0.09 8.48

Add: Balance of Surplus 2.03 8.62

Brought Forward Amount available for appropriation 702.46 382.05

APPROPRIATION

Proposed Dividend 122.94 86.06

Tax on Distributed profits 19.94 13.96

Transfer to

General Reserve 550.00 280.00

Balance carried to 9.58 2.03 balance sheet

702.46 382.05

OPERATIONAL REVIEW

The members must be aware that the BOPP Films plant started its operations on 20th May, 2010. Thus the year under review is the company's 1st full year of operations. We are pleased to inform you during its 1st full year operations, company achieved an operating income of Rs.264.82 crores out of which Rs.22.50 crores is export turnover. Thus the Company has made a good beginning in the export markets. On financial front, the company performed reasonably well and earned a profit before interest and depreciation (PBIT) of Rs.45.72 crores during the year under review. After providing Rs.18.18 crores towards finance cost and Rs.14.58 crores towards depreciation, it earned a profit before tax of Rs.12.97 crores. After providing for income tax and deferred tax of Rs.5.96 crores and adjustment of earlier years tax, the company earned a net profit of Rs.7.02 crores. After appropriation of profit as per detail hereinabove an amount of Rs.5.50 crores has been transferred to General Reserve thereby increasing company's reserve to Rs.93.33 crores as on 31st March, 2012.

CHANGE OF COMPANY'S NAME

The National Stock Exchange of India Ltd and The Stock Exchange, Mumbai have approved the change of company's name from Nahar Investments and Holding Ltd to Nahar Poly Films Limited with effect from 15.06.2011. The ISIN of the scrip is INE308A01027. The scrip code of the Company for trading at National Stock Exchange Association Limited (NSE) and The Stock Exchange Limited, Mumbai (BSE) are as under :

For trading at BSE : 523391

For trading at NSE : NAHAR POLY

DIVIDEND

Your directors are pleased to recommend a dividend @ 10% i.e. Rs.0.50 per equity share on paid up equity share capital for the year ended 31st March, 2012.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 29th September, 2012 or Register of beneficial owners, maintained by the depositories as at the close of 20th September, 2012.

DIRECTORS

Pursuant to Article 112 of the Articles of Association of the company Sh. Komal Jain, Sh. Dinesh Oswal, Sh. Jawahar Lal Oswal and Dr. (Mrs)H.K.Bal, will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Further the tenure of Sh. Satish Kumar Sharma as Executive Director of the company is expiring on 31.07.2012. The board has decided to re-appoint Sh. Satish Kumar Sharma as Executive Director w.e.f.01.08.2012. The necessary resolution is being proposed for your approval in the ensuing Annual General Meeting.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

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, 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:[e-mail] or [e-mail]. 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 Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.

The company has paid listing fee to both the Stock Exchanges for the financial year 2012-2013.

DEMATERIALISATION OF SHARES.

As the members must be aware that Company's securities are tradable compulsorily in electronic form w.e.f.8th May 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 date 92.19% of the Share Capital has been de-materialized by the members of the Company.

Annual custodian fee for the financial year 2012-2013 has also been paid to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

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. : [phone]

Fax No. : [phone]

E-mail Address : [e-mail]

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

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.

AUDIT COMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, Company constituted Audit Committee consisting of Sh. S.K. Singla as Chairman, Sh. Dinesh Gogna and Dr. O.P. Sahni. as members. The committee held 4 meetings during the year under review.

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 Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as annexure-II and forms part of this report.

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,1956.

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 judgements 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.

AUDITORS AND AUDITORS' REPORT

M/s. Gupta Vigg & Co., the Auditors of the company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has obtained from auditors, a certificate as required under section 224(1-B) of the Companies Act, 1956 to effect that their re-appointment, if made, would be within the limits specified in the said section. The Audit committee has recommended their re-appointment.

The Audit report of the auditors is self explanatory and do not require any explanation from the Board u/s. 217 of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year, company has neither accepted nor intend to accept any Public Deposit within the meaning of Section 58-A, of the Companies Act, 1956 and the rules made there under. There are no outstanding/ unclaimed deposits from the public

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 205-C of the Companies Act, 1956 the company has transferred an amount of Rs.18,43,385.00 (Rs. Eighteen Lacs Forty Three Thousand Three Hundred Eighty Five) being the amount of unclaimed dividend for the year 2003-2004 to the Investor Education and Protection Fund

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of emoluments in excess of the limits prescribed under the Companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO

Particulars with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annexure - I and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is enclosed as per Annexure III and forms part of this Report.

INDUSTRIAL RELATIONS

The Relations remained cordial throughout the year and 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 thanks 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, co-operation and confidence in the management of the company.

FOR AND ON BEHALF OF THE BOARD

PLACE : LUDHIANA JAWAHAR LAL OSWAL

DATED : 28th JULY, 2012 (CHAIRMAN)

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Mar 31, 2011

The Members,

The directors have pleasure in presenting the Twenty Third ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

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

(Rs. in Lac)

PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit before interest 3024.07 394.96 & Depreciation

Less: Interest 1483.30 -

Depreciation 1248.23 -

Provision for taxation (Net of Deferred Tax) (72.41) 50.00

Profit after tax 364.95 344.96

Adjustment of Income Tax earlier years 8.48 -

Add: Balance of Surplus 8.62 14.02 brought Forward

Amount available for appropriation 382.05 358.98

APPROPRIATION

Proposed Dividend 86.06 86.06

Tax on Distributed profits 13.96 14.29

Transfer to General Reserve 280.00 250.00

Balance carried to 2.03 8.63 balance sheet 382.05 358.98

BOPP FILMS PROJECT

As the members are aware that Company diversified its activi- ties in the year 2007 into BI-AXIALLY ORIENTED POLY PROPY- LENE FILMS (BOPP) by putting a Project at capital outlay of Rs.300 Crore (approximately) in the state of Madhya Pradesh. The plant is equipped with state of the art manufacturing facili- ties imported from Bruckner of Germany. We are pleased to inform that the plant has started its operation on 20th May, 2010. The products of the Company have been well received in the domestic as well as International Markets.

OPERATIONAL REVIEW

We are pleased to inform you that in its Ist year of operation, the Company achieved an operating income of Rs.16653.61 lacs out of which Rs. 582.15 lac is export turnover. Thus the Com- pany has made a good beginning in the export markets. On financial front, the company performed reasonably well and earned a profit before interest and depreciation (PBIT) of Rs.3024.07 lacs during the year under review. After providing Rs.1483.30 lacs towards interest and Rs.1248.23 lacs towards depreciation, it earned a profit before tax of Rs.292.54 lacs. After adjustment of deferred gain, income tax of earlier years and provision for tax, the company earned a net profit of Rs.382.05 lacs. After appropriation of profit as per detail hereinabove an amount of Rs.280.00 lacs has been trans- ferred to General Reserve thereby increasing the company's reserve to Rs.13263.07 lacs as on 31st March, 2011.

CHANGE OF COMPANY'S NAME

The National Stock Exchange of India Ltd and The Stock Ex- change, Mumbai have approved the change of company's name from Nahar Investments and Holding Ltd to Nahar Poly Films Limited with effect from 15.06.2011. The ISIN of the scrip is INE308A01027. The scrip code of the Company for trading at National Stock Exchange Association Limited (NSE) and The Stock Exchange Limited, Mumbai (BSE) are as under:

For trading at BSE : 523391

For trading at NSE : NAHAR POLY

DIVIDEND

Your directors are pleased to recommend a dividend @ 7% i.e. Rs.0.35 per equity share on paid up equity share capital for the year ended 31st March, 2011.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of profits of the Company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 20th September, 2011 or Register of beneficial owners, maintained by the depositories as at the close of 9th September, 2011.

DIRECTORS

Sh. Amarjeet Singh Director who have been associated with the Company since 2001 left for heavenly abode on 30.05.2011. The Board pray to the almighty to give peace and solace to the departed soul.

Pursuant to Article 112 of the Articles of Association of the company Sh. Dinesh Gogna, Dr. Om Parkash Sahni, Dr. Yash Paul Sachdeva & Prof. K.S. Maini, will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Dr. Amrik Singh Sohi was appointed as an Additional Director of the Company on 30th July, 2011 by the Board. He shall hold the office upto the ensuing Annual General Meeting. The company has received a notice under section 257 of the Companies Act, 1956 from a member proposing his candidature as director of the Company subject to your approval. The necessary resolu- tion is being proposed for your approval in the accompanying notice of the Annual General Meeting.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

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 Com- pany has decided to join the MCA in its environmental friendly initiative.

Accordingly, Company propose to send documents such as Notice of the General Meetings, Annual Report and other com- munication to its shareholders via electronic mode to the regis- tered 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:[e-mail] or [e-mail]. We solicit your valuable co- operation and support in our endeavor to contribute our bit to the environment.

OPEN OFFER

During the year Nahar Spinning Mills Limited, a Group Company, made an Open Offer under the provision of regulation 11(2A) of the Securities and Exchange Board of India (Substantial Acqui- sition of Shares and Takeover) Regulation, 1997 and subse- quent amendments thereto for the acquisition of 2437251 fully paid up equity shares of Rs.5/- each representing 9.91% of the total paid up equity share capital of the Company. The Nahar Spinning Mills Limited got only 685094 equity shares represent- ing 2.79% of the equity capital of the Company under the said Offer. The required disclosure/compliances have already been made to the SEBI as well as Stock Exchanges, in this regard by the Company.

LISTING OF SECURITIES

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

1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Tow- ers, Dalal Street, Mumbai.

2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.

The company has paid listing fee to both the Stock Exchanges for the financial year 2011-2012.

DEMATERIALISATION OF SHARES.

As the members must be aware that Company's securities are tradable compulsorily in electronic form w.e.f.8th May 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 date 91.97% of the Share Capital has been de-materialized by the members of the Company.

Annual custodian fee for the financial year 2011-2012 has also been paid to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH December, 2002, Company has appointed M/s Alankit As- signments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Mem- bers 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. : [phone] Fax No. : [phone] E-mail Address : [e-mail]

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

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.

AUDIT COMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, Com- pany constituted Audit Committee consisting of Sh. Amarjeet Singh as Chairman, Sh. Dinesh Gogna and Dr. O.P. Sahni. as members. Because of the sad demise of Sh. Amarjeet Singh, the vacancy so caused was filled up by appointing Dr. S.K. Singla, as member as well as chairman of Audit Committee on the same day itself. The committee held 4 meetings during the year under review.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corpo- rate Governance. The Company has already constituted sev- eral committees of directors to assist the Board in good Corpo- rate Governance. The Corporate Governance Report along with Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as annexure-II and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the finan- cial statements for the year under review, confirm in their entirety to the requirements of the Companies Act,1956.

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 judgements 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 mainte- nance 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.

AUDITORS

M/s. Gupta Vigg & Co., the Auditors of the company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has obtained from auditors, a certificate as re- quired under section 224(1-B) of the Companies Act, 1956 to effect that their re-appointment, if made, would be within the limits specified in the said section.

The Audit committee has recommended their re-appointment.

PUBLIC DEPOSITS

During the year, company has neither accepted nor intend to accept any Public Deposit within the meaning of Section 58-A, of the Companies Act, 1956 and the rules made there under. There are no outstanding/unclaimed deposits from the public

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 205-C of the Companies Act, 1956 the com- pany has transferred an amount of Rs.2328065.00 (Rs. Twenty Three Lac Twenty Eight Thousand Sixty Five) being the amount of unclaimed dividend for the year 2002-2003 to the Investor Education and Protection Fund

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of emoluments in excess of the limits prescribed under the Companies (Particulars of em- ployees) Rules, 1975.

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

Particulars with respect to the Conservation of Energy, Tech- nology Absorption and Foreign Exchange earning and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annexure - I and forms part of this report.

INDUSTRIAL RELATIONS

The Relations remained cordial throughout the year and excel- lent results were achieved with the whole hearted co-opera- tion of employees at all levels.

ACKNOWLEDGEMENT

The board of directors of the company wish to place on record their thanks and appreciation to all workers, staff members and executives for their contribution to the operations of the com- pany. The Directors are thankful to the bankers, financial insti- tutions for their continued support to the company. The direc- tors also place on record their sincere thanks to the sharehold- ers for their continued support, co-operation and confidence in the management of the company.

FOR AND ON BEHALF OF THE BOARD

JAWAHAR LAL OSWAL (Chairman) PLACE : LUDHIANA DATED : 30th JULY, 2011

---

Mar 31, 2010

The directors have pleasure in presenting the Twenty Second ANNUAL REPORT on the affairs of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS

Your Companys Financial Performance during the year is summarised below:

(Rs. in Lac)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit before interest 394.96 464.57

& Depreciation

Less: Interest -- --

Depreciation -- --

Provision for taxation

(Net of Deferred Tax) 50.00 27.22

Profit after tax 344.96 437.35

Adjustment of Income Tax

earlier years (-) 0.11

Add: Balance of Surplus 14.02 2.46

brought Forward

Amount available for

appropriation 358.98 439.70

APPROPRIATION

Proposed Dividend 86.06 86.06

Tax on Distributed profits 14.29 14.63

Transfer to General Reserve 250.00 325.00

Balance carried to 8.63 14.01

balance sheet

358.98 439.70

STATUS OF BOPP PROJECT

As the members are aware that company diversified its activi- ties into BI-AXIALLY ORIENTED POLY PROPYLENE FILMS (BOPP) Project at capital outlay of Rs.300 Crores approximately. The company has fully implemented the said project with a capacity of 30000 tpa at village sarakian/Itayakalan Distt. Raisen Madhya Pradesh. The plant is equipped with state of the art manufactur- ing facilities imported from Bruckner of Germany. We are pleased to inform that the plant has started its operation on 20th May, 2010.

OPERATIONAL REVIEW

We would like to inform you that during the year under review, the management remained busy with the implementation of the BOPP Project and did not undertook any business activity. Ac- cordingly there is nil operating income. However the company has earned an other income of Rs.434.04 Lacs during the year. The said income comprises of dividend income, interest income and sale of investment etc. which is of the temporary nature and does not strictly falls under the segment revenue as such shown under the head ‘Other Income’. After pr oviding for all the expenses and tax, company earned a net profit of Rs.344.96 Lacs. After appropriation of profits as per detail hereinabove, an amount of Rs.250.00 Lacs has been transferred to General Reserve thereby increasing the companys reserve to Rs.129.90 crores as on 31st March, 2010.

DIVIDEND

Your directors are pleased to recommend a dividend @7% (i.e. Rs.0.35 per equity share) on paid up equity share capital for the year ended 31st March, 2010.

The dividend , if approved at the forthcoming Annual General Meeting, will be held out of profits of the company for the year under reference to all those shareholders whose name shall appear in the Register of Members on 30th September, 2010 or Register of beneficial owners, maintained by the depositories as at the close of 17th September, 2010.

DIRECTORS

Pursuant to Article 112 of the Articles of Association of the company Sh. Jawahar Lal Oswal, Dr. (Mrs.) H.K.BAL, Sh. S.K. Singla and Sh. Kamal Oswal, will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer them- selves for re-appointment.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

LISTING OF SECURITIES

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

1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Tow- ers, Dalal Street, Mumbai.

2. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai.

The company has paid listing fee to both the Stock Exchanges for the financial year 2010-2011.

DEMATERIALISATION OF SHARES.

As the members must be aware that companys securities are tradable compulsorily in electronic form w.e.f.8th May 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 date 91.43% of the share capital has been de-materialized by the members of the company.

Annual custodian fee for the financial year 2009-2010 have also been paid to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Further as per SEBI circular No. D & CC/FITTC/CIR-15/2002 DATED 27TH December, 2002, company has appointed M/s Alankit As- signments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Mem- bers 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. : [phone]

Fax No. : [phone]

E-mail Address : [e-mail]

In case any query/complaint remains unresolved with our Reg- istrar please write to Compliance Officer at the registered office of the company.

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.

AUDIT COMMITTEE

Pursuant to section 292A(1) of the Companies Act, 1956, Com- pany has already constituted Audit Committee consisting of Sh. Amarjeet Singh as Chairman, Sh. Dinesh Gogna and Prof. K.S. Maini as members. The committee held 4 meetings during the year under review.

REPORT ON THE CORPORATE GOVERNANCE

Your company continues to follow the principles of good Corpo- rate Governance. The company has already constituted sev- eral committees of directors to assist the board in good Corpo- rate Governance. The Corporate Governance Report along with Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as annexure-II and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the finan- cial statements for the year under review, conform in their en- tirety to the requirements of the Companies Act,1956.

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 applied them consistently and made judgements 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 mainte- nance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

COST AUDITORS

Upon the implementation of scheme as per the order dated 21st December, 2006 passed by the Honble Punjab and Haryana High Court, companys textile business stand demerged and transferred to Nahar Spinning Mills Ltd w.e.f. Ist April, 2006.

Accordingly company has made an application to Ministry of Corporate Affairs, Cost Audit Branch, New Delhi to take note of the above said order and make necessary change in their record.

AUDITORS

M/s. Gupta Vigg & Co., the Auditors of the company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has obtained from auditors, a certificate as re- quired under section 224(1-B) of the Companies Act, 1956 to effect that their re-appointment, if made, would be within the limits specified in the said section.

PUBLIC DEPOSITS

During the year, company has neither accepted nor intend to accept any Public Deposit within the meaning of Section 58-A, of the Companies Act, 1956 and the rules made there under. There are no outstanding/unclaimed deposit from the public.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 205-C of the Companies Act, 1956 the com- pany has transferred an amount of Rs.1133894.33 (Rs. Eleven Lacs Thirty Three Thousand Eight Hundred Ninety Four and Paise Thirty Three) being the amount of unclaimed dividend for the year 2001-2002 to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of emoluments in excess of the limits prescribed under the Companies (Particulars of em- ployees) Rules, 1975.

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

Particulars with respect to the Conservation of Energy, Technol- ogy Absorption and Foreign Exchange earning and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annexure - I.and forms part of this report.

INDUSTRIAL RELATIONS

The 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 thanks and appreciation to all workers, staff members and executives for their contribution to the operations of the com- pany. The directors also place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the company.

FOR AND ON BEHALF OF THE BOARD

PLACE : LUDHIANA JAWAHAR LAL OSWAL

DATED : 28th JULY, 2010 Chariman