Nahar Polyfilms Ltd. — AGM Information 2018

Aug 24, 2018

NOTICE

TH NOTICE IS HEREBY GIVEN THAT THE 30 ANNUAL GENERAL MEETING of the members of NAHAR POLY FILMS LIMITED will be held on th Friday the 28 day of September, 2018 at 12.30 P.M. at the premises of M/s Nahar Industrial Enterprises Limited, Focal point, Ludhiana to transact the following business:

ORDINARYBUSINESS:

ITEM NO: 1- ADOPTION OF FINANCIAL STATEMENTS

• (I) To receive, consider and adopt the Standalone Financial Statements of the Company for the st financial year ended 31 March, 2018 and the Reports of the Board of Directors and Auditors thereon.
• (ii) To receive, consider and adopt the Consolidated Financial Statements of the Company for the financial year ended March 31, 2018, together with the Report of the Auditors thereon.

ITEM NO: 2 - DECLARATION OF DIVIDEND

To declare dividend @ 10% i.e. Rs.0.50 per Equity st Share of Rs 5 each for the year ended 31 March, 2018.

ITEM NO: 3 - APPOINTMENT OF MR. JAWAHAR LAL OSWAL AS A NON EXECUTIVE DIRECTOR LIABLE TO RETIRE BY ROTATION

To appoint a director in place of Mr. Jawahar Lal Oswal (DIN 00463866), who retires by rotation and being eligible offers himself for re-appointment.

ITEM NO: 4 - APPOINTMENT OF MR. DINESH GOGNA AS A NON EXECUTIVE DIRECTOR LIABLE TO RETIRE BY ROTATION

To appoint a director in place of Mr. Dinesh Gogna (DIN 00498670), who retires by rotation and being eligible offers himself for re-appointment.

SPECIALBUSINESS

ITEM NO: 5- RATIFICATION OF REMUNERATION OF COST AUDITORS OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution

"RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force,) the Cost Auditors M/s. Khushwinder Kumar & Associates (Firm Registration No.000102) appointed by the Board to conduct the audit of the Cost Records of the Company for the Financial year ended March 31, 2018-19, at a remuneration of Rs. 45000 (Rupees Forty Five Thousand Only)" plus applicable taxes and reimbursement of out of pocket expenses incurred, be and is hereby ratified.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to above resolution."

ITEM NO : 6- DELIVERY OF ANY DOCUMENT THROUGH A PARTICULAR MODE OF DELIVERY TO DETERMINE THE FEES FOR

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution,

"RESOLVED THAT pursuant to Section 20 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), upon receipt of a request from a member for delivery of any document through a particular mode an amount of Rs 100/- (Rupees one hundred only) or estimated expenses whichever is more, for each such document, be levied as and by way of fees for sending the document to him/her in desired particular mode."

"RESOLVED FURTHER THAT the estimated fees for delivery of the document shall be paid by the member at least 10 days in advance to the Company, before dispatch of such document and in absence thereof, no such request will be entertained."

ITEM NO : 7- TO APPROVE CONTINUATION OF HOLDING OF OFFICE AS NON-EXECUTIVE DIRECTOR BY MR. JAWAHAR LAL OSWAL (DIN: 00463866), UPON ATTAINING THE AGE OF 75 YEARS

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution

"RESOLVED THAT pursuant to the provisions of Regulation 17 (1A) of SEBI Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 read with the provisions of Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or reenactment thereof for the time being in force),

1

consent and approval of the Members be and is hereby accorded for continuation of holding of office as Non Executive Director of the Company by Mr Jawahar Lal Oswal (DIN 00463866), upon attaining st the age of 75 years on 1 October, 2018."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

BY ORDER OF THE BOARD

NIDHI KHANDE

DATED : 6TH AUGUST, 2018 (Company Secretary)

REGD.OFFICE

376, Industrial Area-A, Ludhiana -141003(India) CIN: L17115PB1988PLC008820

E-mail: secnel@owmnahar.com

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINTA PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVE MUST BE DELIVERED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY EIGHT HOURS BEFORE THE TIME OF THE MEETING. THE BLANK PROXYFORM IS ENCLOSED.

A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent (10%) of the total share capital of the Company may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

• 2 Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
• 3 The Explanatory Statement pursuant to Section

102(1) of Companies Act, 2013 relating to the Special Business to be transacted at the Meeting is annexed hereto and form part of this Notice.

• 4 The Route Map to reach the venue of the Annual General Meeting including prominent land mark for easy location is provided at the end of Annual Report.
• 1. The Register of Members and Share Transfer Register of the Company shall remain closed th th from 12 September, 2018 to 14 September, 2018 (both days inclusive) for the purpose of st equity dividend for the years ended 31 March, 2018.
• 1. The dividend on equity shares as recommended by the Board of Directors, if approved at the Annual General Meeting will be paid to the members, whose names appear in Register of th members as on 11 September, 2018 or Register of beneficial owners, maintained by the th Depositories at the close of 11 September, 2018 .
• 1. Pursuant to Section 124(5) of the Companies Act, 2013 unclaimed dividends up to the financial year 2009-10 has been transferred to Investor Education and Protection Fund. Further unpaid dividend for the year 2010-11 is to be transferred to Investor Education and Protection Fund in October, 2018. Shareholders who have not encased their dividend warrants relating to the said period are requested to claim the amount from the Company at the earliest.

Pursuant to 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 Company has transferred all the shares ( in respect of which dividend remain unpaid or unclaimed for a period of seven consecutive years) to the demat account of IEPF Authority as per applicable Rules. Details of shares transferred to the IEPF Authority are available on the Company's website and can be accessed through the link: http://owmnahar.com/ nahar_polyfilm/pdf/2008-09.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/IEPF /refund.html.

Shareholder may note that the equity shares as well as unclaimed dividends transferred to IEPF

Authority can be reclaimed by making an application to the IEPF Authority in e-form IEPF-5 as per the procedure provided under Rule 7 of the IEPF Rules. The Shareholders can also view the procedure at www.iepf.gov.in.

• 1. In terms of the provisions of section 152 of the Companies Act, 2013, Mr Jawahar Lal Oswal and Mr Dinesh Gogna, Directors retire by rotation at this Meeting and offered themselves for rea p p o i n t m e n t . T h e N o m i n a t i o n a n d Remuneration Committee and the Board of Directors of the Company re-commend their respective re-appointments.
• 1. 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 th informed that effective 5 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.

• 1. The Company provides the facility of paying dividend through Electronics Clearing System (ECS). The members desirous of availing the facility of electronic credit of dividend are requested to ensure that their correct bank details alongwith 9 digit MICR code of their Bank is updated in the records of the Depository Participant (DP). Members, who hold the shares in physical form, should contact the Registrar & Transfer Agent or the Company in this regard. In order to prevent fraudulent encashment of dividend warrants, members are requested to provide their correct bank account details to their DP in case of electronic holding and to the Registrar & Transfer Agent or the Company in case of physical holding.
• 1. The requirement to place the matter relating to

appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting, held on September 26, 2017.

• 1. Since the Company's shares are in compulsory demat trading, to ensure better service and elimination of risk of holding shares in physical form, we request shareholders holding shares in physical form to dematerialize their shares at the earliest.
• 1. The documents referred to in Explanatory Statement are open for inspection at the Registered Office of the Company on any working day (except Saturday and Holiday) between 10:00 A.M. To 12:00 Noon upto the date of Annual General Meeting
• 1. We request shareholders to update their email address with their Depository Participants to enable the Company to send communications electronically.
• 1. Electronic copy of the Annual Report for the year 2017-18 is being sent to all the members whose email Ids are registered with the Company/ Depository Participants for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report is being sent in the permitted mode.
• 1. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.
• 1. Members seeking any information with regard to Annual Accounts at the time of meeting are requested to send their queries to the Company at least 7 days before the date of meeting so as to enable the management to keep the relevant information ready.
• 1. To avail the facility of nomination, Members are requested to send us duly filled and signed Nomination Form (Form No. SH-13)
• 1. The information required to be provided under Regulation 36 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, regarding the Directors who are proposed to be re-appointed is given hereto and form part of the

Notice.

• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the Securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s) before 11th Setember 2018. Members holding shares in physical form are required to submit their self attested copy of PAN card, bank details along with original cancelled cheque leaf/ attested bank passbook showing name of account holder and address to the company at its Registered Office at 376, Industrial Area-A, Ludhiana-141003 or to the Registrar and Share Transfer Agents, M/s. Alankit Assignments Limited, Unit: Nahar Poly Films Limited, Alankit House, 1E/13, Jhandewalan Extension, New Delhi-110055.
• 1. The Register under Section 189 (4) of the Companies Act, 2013 shall be produced at the commencement of the meeting and shall remain open and accessible during the continuance of the meeting.
• 1. In compliance with provision of Regulation 44 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as well as Section 108 of the Companies Act, 2013 read with the Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company is providing facility to Members for voting by electronic means and the business contained in this Notice shall be transacted through such voting. For this purpose, the Company has engaged the services of M/s. Central Depositories Services (India) Ltd. (CDSL) for providing e- voting facility to enable the shareholders to cast their votes electronically.

• th 23. Notice of the 30 Annual General Meeting and the Annual Report for the financial year 2017-18 will also be available on the Company's website i.e. The above said Notice will also be available on the website of CDSL i.e. . www.owmnahar.com. www.cdslindia.com

• 1. The facility for e-voting via ballot or polling paper shall also be made available at the meeting and the members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.
• 1. The members who have cast their vote by remote e-voting prior to meeting may also attend the meeting but shall not be entitled to cast their vote again.

• 26. Instructions for shareholders Voting through electronic mode are as under:

• th i. The voting period begins on 25 September, th 2018 (9:00 A.M.) and ends on 27 September, 2018 (5:00 P.M.). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, st as on the cut-off date (record date) of Friday, 21 September, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSLfor voting thereafter.

• ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• iii. The shareholders should log on to the e-voting website www.evotingindia.com

• iv. Click on "Shareholders(Members)" tab.

• v. Now Enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

• vi. Next enter the Image Verification as displayed and Click on Login.
• vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• viii.If you are a first time user follow the steps given below:

	For members holding shares in Demat and
	Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued byIncome Tax Department (Applicable for bothdematshareholdersaswellasphysicalshareholders)
	Members who have not updated their PANwith the Company/Depository Participantare requested to use the first two letters oftheir name and the 8 digits of the sequencenumber in the PAN field.(Sequence numberis printed on Address Slipas provided withAnnual Report)
	In case the sequence number is less than 8digits enter the applicable number of 0'sbefore the number after the first twocharacters of the name in CAPITAL letters.Eg. If your name is Ramesh Kumar withs e q u e n c en u m b e r1t h e ne n t e rRA00000001 in the PAN field.
DividendBankDetailsorDate ofBirth(DOB)	Enter the Dividend Bank Details or Date ofBirth (in dd/mm/yyyy format) as recorded inyour demat account or in the companyrecords in order to login.If both the details are not recorded with thedepository or company please enter themember id/Folio number in the DividendBankdetailsfieldasmentionedininstruction (5).

• ix. After entering these details appropriately, click on "SUBMIT" tab.
• x. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• xi. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• xii. Click on the EVSN for the relevant on which you choose to vote.
• xiii. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option

YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xiv. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• xv. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• xvi. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• xvii. You can also take a print of the voting done by you by clicking on "Click here to print" option on the Voting page.
• xviii. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system
• xix. Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile

xx. Note for Non – Individual Shareholders and Custodians

• a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
• b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting @cdslindia.com.
• c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• d) The list of accounts linked in the login should be mailed to helpdesk.evoting@

cdslindia.com and on approval of the accounts they would be able to cast their vote.

• e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• xxi. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares st as on the cut-off date i.e. Friday, 21 September, 2018 may follow the same instructions as mentioned above for e-Voting.
• xxii. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at , under help section or write an email to . www.evotingindia.com helpdesk.evoting@ cdslindia.com
• xxiii.Name, designation, address, e-mail ID and phone number of the person responsible to address the grievances connected with the evoting:

Nidhi Khande

Company Secretary and Compliance Officer

376, Industrial Area-A, Ludhiana – 141003

0161-2600701 to 2600705

CIN: L17115PB1988PLC008820

secnel@owmnahar.com

Other instructions:

• 1. Voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on cut off date.
• 1. Mr. P.S. Bathla, Practising Company Secretary (Membership No. FCS 4391), will act as a Scrutinizer to the e-voting process in a fair and transparent manner (including the ballot forms received from members who do not have access to the e-voting process).
• 1. The Scrutinizer shall immediately after the conclusion of Annual General Meeting first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of atleast two witnesses not in the employment of the Company and make, not later than three days of conclusion of the meeting, a Consolidated Scrutinizer's Report of

the total votes cast in the favour or against, if any, forthwith to the Chairman of the Company

• 1. The results declared along with the consolidated scrutinizer's report shall be placed on the website of the Company www.owmnahar.com and on the website of CDSL The results shall simultaneously be communicated to the Stock Exchanges. www.cdslindia. com/
• 1. Subject to the receipt of requisite number of votes, the resolution shall be deemed to be th passed on the date of the 30 Annual General th Meeting i.e 28 September, 2018.
• 1. A person who is not a Member as on the cut off st date i.e. 21 September, 2018 should treat this Notice for information purposes only.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

The following statement sets out all material facts relating to the Special Business mentioned under Item No. 5, to Item No. 7 of the accompanying Notice:

ITEM NO. 5

As per the provisions of Companies (Cost Records and Audit) Amendment Rules, 2014 notified by MCA vide its notification dated 31st December, 2014, Company's activities fall within the purview of Cost Audit requirement. Accordingly the Board, at its meeting held on 30th May, 2018, on the recommendation of Audit Committee, approved the appointment of M/s. Khushwinder Kumar & Associates (Firm Registration No.000102) and remuneration of Rs.45000/- (Rupees Forty Five Thousand Only ) plus applicable taxes and reimbursement of out of pocket expenses incurred for conducting the Cost Audit of the Cost records of the Company for the financial year 2018-2019.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration as mentioned above, payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Director has to be ratified by the shareholders of the Company.

Accordingly consent and approval of the shareholders is being sought for passing an Ordinary Resolution as set out the Item No. 5 of the Notice for ratification of remuneration payable to M/s. Khushwinder Kumar & Associates (Firm Registration No.000102) for financial year 2018- 2019.

None of the Directors of the Company, the Key Managerial Personnel of the Company or their relatives are, in any way concerned or interested financial or otherwise in the aforesaid resolution

The Board recommends the Ordinary Resolution for your approval.

ITEM NO. 6

As per the provisions of section 20 of the Companies Act, 2013 a document may be served on any member by sending it to him/her by post or by Registered Post or by Speed post or by courier or by delivering at his/her office or by such electronic or other mode as may be prescribed, It further provides that a member can request for delivery of any document to him/her through a particular mode, for which he shall pay such fees as may be determined by the Company in its Annual General Meeting. Therefore, to enable the Members to avail this facility, it is necessary for the Company to determine the fees to be charged for delivery of a document in a particular mode and the fees needs to be determined at the Annual General Meeting as per the provisions of Companies Act, 2013.

Accordingly, the Board has proposed Ordinary Resolution set out at Item No 6 of the Notice .

None of the Directors, Key Managerial Personnel of the Company or their relatives, in any way, may be deemed to be concerned or interested, financially or otherwise, in the Resolution.

The Board recommends the resolution for your approval.

ITEM NO .7

Mr Jawahar Lal Oswal is being appointed as a Non Executive Director of the Company (Item No 3 of the accompanying Notice) under the provisions of Section 152 of the Companies Act, 2013.

The provisions of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) th (Amendment) Regulations, 2018 as notified on 09 st May, 2018 which will be effective from 1 April, 2019, provides that no listed entity shall appoint a person or continue the directorship of any person as a non executive director who has attained the age of seventy five (75) years unless a special resolution is passed to that effect.

Mr Jawahar Lal Oswal is 74 years of age and will st reach the age of 75 years on 1 October, 2018. He is Chairman and Non Executive Promoter Director of the Company. He holds a Bachelor's Degree in Commerce. He has more than 54 years of experience in the textile and woolen industry and he is in association with the Company since 1992. He is an eminent industrialist and his leadership qualities, expertise and experience have enabled the Company to become one of the leading Integrated Textile player of the Country. He has been awarded the 'Punjab Ratan Award' at the Punjab State Intellectual's Conference in 2003 by the All India Conference of Intellectuals. He was also awarded 'Udyog Ratna Award' by the PHD Chamber of Commerce and Industry in 2005, the 'LMA-Sat Paul Mittal Life Time Achievement Award' by the Ludhiana Management Association in 2012 and the 'Acheievers of the North' by the Economic Times in 2013.

The Board is also of the opinion that his continued association would be of immense benefits to the Company and it is desirable to continue to avail his services as No Executive Director.

Having regard to his vast business experience expertise and leadership the Nomination and Remuneration Committee has recommended his continuation on Board. The board is also of the opinion that his continued association would be of immense beneficial to the company. So it is desirable and advisable to continue avail his services as non Executive Director.

Accordingly the resolution seeking consent/approval by way of Special Resolution set out at Item No 7 of the Notice, for continuation of holding of present office by Mr Jawahar Lal Oswal as Non Executive Director even after attaining the age of 75 years, has been proposed for your approval.

Mr Jawahar Lal Oswal may be deemed to be concerned or interested in the aforesaid resolution. Mr Dinesh Oswal (Director) and Mr Kamal Oswal (Director), being relatives of Mr Jawahar Lal Oswal may be deemed to be concerned or interested in the said resolution. None of the other Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the resolution for your approval.

Brief resume of Mr Jawahar Lal Oswal, nature of his expertise in specific functional area and names of the Companies in which he holds the directorships/ memberships/ chairmanships of Board Committees, shareholding and relationship between Directors inter-se as stipulated under SEBI (Listing

7

Obligations and Disclosure Requirements) Regulations, 2015 are provided at the end of this Notice.

Information pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations Act, 2015 regarding Director seeking appointment/re-appointment.

As required under Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations Act, 2015 the particulars of Directors who are proposed to be appointed/re-appointed are given below:

1.	Name:	Sh. Jawahar Oswal
	Age:	74 Years
	Qualification:	Graduate
	Expertise:	Having Business experience ofmore than 54 years in Textile andWollen industry.
	Shareholding	Nil

Listed Companies (other than Nahar Poly Films Limited) in which Sh. Jawahar Lal Oswal holds Directorship, Chairmanship and Membership of Board as on 31st March, 2018:

Directorship of Board :

Sr. No.	Name of the Company	Status
1.	Nahar Spinning Mills Ltd.	Chairman
2.	Nahar Capital & Financial	Chairman
	Services Ltd.
3.	Nahar Industrial Enterprises Ltd.	Chairman
4.	Monte Carlo Fashions Limited	Chairman Cum
		Managing Director

Chairmanship of Board Committees : NIL

Member of Board Committees : NIL

Disclosure of relationship between Directors interse: Mr. Jawahar Lal Oswal is father of Mr. Kamal Oswal and Mr Dinesh Oswal. Mr Kamal Oswal and Mr Dinesh Oswal are brothers.

2.	Name:	Sh. Dinesh Gogna
	Age:	65 Years
	Qualification:	B.A.LLB
	Expertise:	Having more than 41 yearsexperienceinCorporateFinance and Taxation.
	Shareholding	700

Listed Companies (other than Nahar Poly Films Limited) in which Sh. Dinesh Gogna holds Directorship, Chairmanship and Membership of Board Committees as on 31st March, 2018:

Directorship of Board :

Sr. No.	Name of the Company	Status
1.	Nahar Spinning Mills Ltd.	Director
2.	Nahar Capital & Financial	Director
	Services Ltd.
3.	Nahar Industrial Enterprises Ltd.	Director
4.	Monte Carlo Fashions Limited	Director

Chairmanship of Board Committees :

	Sr. Name of the Company	Committee	Status
No.
1.	Nahar Industrial Enterprises Stakeholder's		Chairman
	Limited	Relationship
2.	Monte Carlo Fashions	Stakeholder's	Chairman
	Limited	Relationship

Membership of Board Committees :

	Sr. Name of the Company	Committee	Status
No.
1.	Nahar Industrial Enterprises Audit		Member
	Limited
2.	Nahar Spinning Mills Ltd.	Audit	Member
3.	Monte Carlo Fashions	Audit	Member
	Limited
		Nomination &	Member
		Remuneration

Disclosure of relationship between : NIL Directors inter-se

BY ORDER OF THE BOARD

NIDHI KHANDE

DATED : 6TH AUGUST, 2018 (Company Secretary)

REGD.OFFICE 376, Industrial Area-A, Ludhiana -141003(India) CIN: L17115PB1988PLC008820 E-mail: secnel@owmnahar.com

NAHAR POLY FILMS LIMITED

CIN: L17115PB1988PLC008820 Regd. Office: 376, Industrial Area - A, Ludhiana - 141003 Phone No.: 0161-2665000, Fax No.: 0161-2661180 E-mail: secnel@owmnahar.com Website: www.owmnahar.com

30TH ANNUAL GENERAL MEETING

I/we hereby record my/our presence at the 30th Annual General Meeting of the Company, to be held on Friday, the 28th day of September, 2018 at 12.30 p.m. at the premises of M/s. Nahar Industrial Enterprises Limited, Focal Point, Ludhiana-141010 (Punjab).

DP ID	Folio No.ana manazi
Client ID	No. of Shares HeldTHE R. P. LEWIS CO., LANSING MICH.
Member's/Proxy's Name in BlockLetters	Member's/Proxy's Signature

Note: 1. Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the Meeting venue. 2. Please read instructions given at Note No. 26 of the Notice of 30th Annual General Meeting, carefully before voting electronically.

ELECTRONIC VOTING PARTICULARS
EVSN (E-voting Sequence Number)	User ID/Folio No./DP / Client ID	Sequence No.

NAHAR POLY FILMS LIMITED CIN: L17115PB1988PLC008820 Regd. Office: 376, Industrial Area - A, Ludhiana - 141003 Phone No.: 0161-2665000, Fax No.: 0161-2661180 E-mail: secnel@owmnahar.com Website: www.owmnahar.com PROXY FORM (Form No. MGT-11)

(Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration Rules, 2014)

Name of the Member(s)
Registered Address
Email ID
Folio No./Client ID	DPID

I/We, being the member(s) of shares of the above named company, hereby appoint:

1. Name:	Address:
E-mail Id: E-mail Id:	Signature: Commission Commission Commission Commission Commission Commission Commission Commission Commission	, or failing him
2. Name: The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the c	Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Address: Addres
E-mail Id:	Signature:	, or failing him
3. Name:	Address:
E-mail Id:	Signature:	, or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30th Annual General Meeting of the Company, to be held on Friday, the 28th day of September, 2018 at 12.30 p.m. at the Premises of M/s. Nahar Industrial Enterprises Limited, Focal Point, Ludhiana and at any adjournment thereof in respect of such resolutions as are indicated below:-

Resolution No.	Resolution		'Optional'
	Ordinary Business:	For	Against
	To adopt Financial Statements for the financial year ended 31st March, 2018 -Standalone as well
	as Consolidated
$\overline{2}$	To declare dividend on Equity Share Capital for the financial year ended 31st March, 2018.
$\overline{3}$	To appoint Mr. Jawahar Lal Oswal as a Non-Executive director liable to retire by rotation
$\overline{4}$	To appoint Mr. Dinesh Gogna as a Non-Executive director liable to retire by rotation
	Special Business:
5	To Ratify payment of Remuneration of M/s. Khushwinder Kumar & Associates
	(Firm Registration No 000102) the Cost Auditors of the Company for the year ended 31st March, 2019.
6	To determine the fee for delivery of any document through a particular mode of delivery to a member.
$\overline{7}$	To approve Special Resolution for continuation of holding of office as Non-Executive Director byMr. Jawahar Lal Oswal (DIN: 00463866), upon attaining the age of 75 years.

Signed this day of 2018 Signature of Shareholder/Proxy holder(s):

Affix Revenue Stamp of Re. $1/$

Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 2. For the Resolutions

thinks appropriate

1. Please complete all details including details of member(s) before submission.