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As on: Dec 05, 2020 11:21 PM
Vardhman Polytex Ltd
Industry: Textiles - Cotton/Blended
BSE Code ISIN Demat Book Value(Rs) NSE Symbol Mar.Cap(Rs Cr.) P/E(TTM) EPS(TTM) Face Value(Rs)
514175 INE835A01011 -149.0199559 VARDMNPOLY 18.39 0 0 10

Dear Shareholders,

The Directors of your Company are presenting 39th Annual Report on the affairs of the Company together with Audited Financial Statements of the Company for the year ended 31st March, 2019.

1. Financial Highlights

PARTICULARS 2018-19 2017-18
Revenue from operations (Net) 81,055.79 62,135.95
Other Income 287.33 420.46
Total Income (1) 81343.12 62556.40
Expenses
Cost of material consumed 58748.97 42181.93
Purchase of traded goods 2185.47 4310.64
Changes in inventories of finished goods 880.24 2243.15
Excise duty on sale of goods - 0.08
Employee benefit expense 5706.95 4794.58
Finance costs 5974.75 6566.95
Depreciation and amortization expense 1831.17 2052.10
Other expenses 13441.90 12918.78
Total Expenses (2) 88769.45 75068.21
Profit before exceptional item and Tax (1-2) (7426.33) (12511.80)
Less: Exceptional Items - 29876.50
Profit before Tax (7426.33) (42388.30)
Less: Tax Expenses:
Current Tax - -
Deffereed Tax (Credit) - -
Profit after Tax (7426.33) (42388.30)
Other Comprehensive Income:
Remeasurement of defined benefit obligation (63.05) (34.19)
Total Comprehensive Income for the Period (7489.38) (42422.49)
Earning Per Share:
Basic (33.32) (190.16)
Diluted (33.32) (190.16)

Financial Performance & Review

During the year under review, revenue from operations of the Company were ' 81,055.79 lakhs as against ' 62,135.95 lakhs in F.Y. 2017-18, registering an increase of 30.45%. The FOB value of exports was ' 262.21 lakhs in FY 2018-19 as against ' 11,964.97 lakhs in FY 2017-18 due to shift in domestic segment.

During the year under review, the Company has incurred net loss of' 7426.33 lakhs as against ' 42,388.30 lakhs during the previous year.

As the company's bank accounts have been classified as NPA, therefore, no interest is being charged by the lenders post the NPA classification. Keeping the accrual concept in consideration, the company has provided for interest based upon terms of the CDR package. The lenders have issued notices U/S 13(2) & 13(4) of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002 which were duly replied and proceedings are continuing before Debt Recovery Tribunal (DRT), Chandigarh. Two of the financial creditors namely Punjab National Bank and Jammu & Kashmir Bank and two operational creditors have filed application under Section 7 and 9 of Insolvency and Bankruptcy Code 2016 respectively with NCLT for initiating Corporate Insolvency Resolution Process (CIRP) which have not been admitted in NCLT. One of the petitions filed by operational creditors was withdrawn before admission. The company had filed a mandamus writ before Hon'ble Punjab & Haryana High Court and the Court vide order dated 7th February,2019 had directed to maintain status quo in respect of the Recovery Proceedings initiated by the Banks against the Company. The said stay was continuing till 19.07.2019 and the petition was withdrawn by the company on that date in view of new RBI circular on Prudential Framework for resolution of stressed assets.

Consolidated Financial Statements

Further pursuant to Ind AS-110, Consolidated Financial Statements presented in this Annual Report include financial information of the subsidiary company i.e F.M. Hammerle Verwaltungs GmbH, Austria but do not include results of former subsidiary F.M Hammerle Textiles Ltd. (FMH).

The company (FM Hammerle Textiles Limited) which was undergoing corporate Insolvency resolution process (CIRP), wherein, the operations were being run by committee of creditors (COC) appointed and NCLT approved Resolution Professional, has ceased to be a subsidiary due to loss of control as per the principles laid down by Ind AS 110 - Consolidated Financial Statement from 07.12.2018 as the resolution professional has filed an application for liquidation of the company with NCLT citing non completion of CIRP within the stipulated time as laid down by the Insolvency and Bankruptcy Code 2016. Further Ind AS 110 - Consolidated Financial Statements, stipulates that whenever loss of control is identified in between the year, profit/loss from the subsidiary, from beginning of the Financial year till the period when loss on control is identified (which in our case turns out to be from 0l.04.2018-07.12.2018) should be accounted for in the parent company's books. Since FM Hammerle Textiles Limited was non- operational and no information pertaining to the above mentioned period is available with us, the company is unable to fulfill the accounting treatment as mentioned above.

2. Change in Nature of Business

During the year under review, there was no change in the nature of Business.

3. Associate, Joint Venture and Subsidiaries Associate and Joint Venture

There is no Associate Company and Joint Venture of the Company.

Subsidiary

F.M. Hammerle Verwaltungs GmbH, Austria, a wholly owned foreign subsidiary of the Company and deals in trading of shirting fabrics.

F.M Hammerle Textiles Limited (FMHTL),

FMHTL had applied under Section 10 of Insolvency and Bankruptcy Code for the initiation of Corporate Insolvency Resolution Process (CIRP) in the Hon'ble National Company Law Tribunal, Chandigarh. The application of the Company was admitted and the power of the Board of Directors of the Company has been suspended and currently Mr. Rajeev Goel, Resolution Professional, has been presiding over the management. Since then, the operations of the company are being run by the Committee of Creditors (CoC) appointed and NCLT approved Resolution Professional.

Resolution Professional has filed an application in NCLT, Chandigarh for liquidation of the company as the statutory timeline of 270 days has been expired and no resolution plan was approved. The resolution applicant who had put his bid for acquisition of company has filed an application against the rejection of its plan by CoC. The matter is sub-judice in NCLT.

FMHTL has ceased to be a subsidiary due to loss of control as per the principles laid down by Ind AS 110 - Consolidated Financial Statement from 07.12.2018 as the resolution professional has filed an application for liquidation of the company with NCLT citing non completion of CIRP within the stipulated time as laid down by the Insolvency and Bankruptcy Code 2016. The Annual Report does not contain the financial statements of our subsidiaries as the same are available on the website of the company www.vpl.in in compliance of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

The statement containing the salient feature of the financial statement of a Company's subsidiaries as per first proviso to sub-section (3) of section 129 in Form AOC-1 is attached as Annexure-A and forms part of Annual Report.

4. Material Subsidiaries - The Board of Directors of the Company in its meeting had approved the policy for determining Material Subsidiaries. At present the Company does not have any Material Subsidiary. The Policy on Material Subsidiary has been posted on the website of the Company at the following link: http://oswalgroup.com/investor_pdf/ corporate-policy/Determination-of-Material-Subsidiary- Policy2019.pdf

5. Transfer to Reserves

The Company has not transferred any amount to the General Reserves during the year under review.

6. Dividend

Taking into account loss incurred by the Company, Board of directors of the Company do not recommend any dividend for the year ended 31st March, 2019.

7. Directors & Key Managerial Personnel

During the financial year under review, Mr. M.D. Kanitkar, Dr. B. S. Bhatia and Mr. Damanbir Singh Sobti, Independent Directors of the Company resigned from the directorship w.e.f. 19.04.2018, 23.04.2018 and 27.10.2018 respectively. The Board places on record its appreciation for their invaluable contribution and guidance. Mr. Harpal Singh and Mrs. Aarti Sharma were appointed as the Independent directors on the board of the company w.e.f. 24.05.2018 and 30.05.2018 respectively.

Mr. Ashok Kumar Oswal, Chairman & Managing Director of the Company expired on 15.11.2018. He was a visionary who looked ahead with a powerful vision. Under his dynamic leadership, VPL has remained market leader for years and emerged as one of the best & prominent textile players in India. Under his able and matured leadership, the Group consolidated its strength in textiles with large-scale expansions within a short span of time.

Mr. Adish Oswal, Managing Director of the company was also appointed as Chairman of the Company w.e.f. 26.12.2018. During the year, the approval of the shareholders was also accorded for holding of office or place of profit/ employment by Mr. Adish Oswal, as Chief Operating Officer (cOo) of the Company, with effect from December 26, 2018.

Further, Mrs. Manju Oswal retires by rotation at this Annual General Meeting, and being eligible, offers herself for reappointment. The board recommends her re-appointment in the forthcoming Annual General Meeting.

Mr. Ajay Ratra was appointed as Company Secretary and Compliance Officer of the company w.e.f. 12.11.2018 in place of Mr. Pankaj Agarwal who had resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 29.09.2018. Apart from the above changes, the board of directors of the Company appointed Mr. Apjit Arora as Chief Financial Officer of the Company in place of Mr. Kuldeep Singla w.e.f. 01.04.2019.

The detailed section on 'Board of Directors' is given in the separate section titled 'Corporate Governance Report' forming part of this Annual Report.

8. Declaration of Independence

The Board has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and regulation 16(b) of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder and are Independent of the management.

9. Number of Board Meetings

During the year ended 31st March, 2019, six meetings of the Board were held on 30.05.2018, 14.08.2018, 12.11.2018, 26.12.2018, 02.01.2019 and 13.02.2019.

10. Mechanism for evaluation of board, committees and individual directors

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of SEBI (LODR) regulations, 2015, a structured procedure was adopted after taking into consideration the various aspects of the Board's functioning, composition of the Board and its various Committees, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed in time. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expresses its satisfaction with the evaluation process.

The Nomination and Remuneration ("NR") Committee has laid down proper criteria and procedure to evaluate and scrutinize performance of the Chairperson, each Executive, Non-Executive and Independent director, Board as a whole and its Committees.

The independent directors in their meeting held on

13.02.2019, through discussion, evaluated the performance of non independent directors, Board, Managing Director and Executive Directors except the director being evaluated. The minutes of the said meeting were submitted to Chairman of the Company and also placed before the Board for their consideration. The Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committee. While evaluating the performance, the following points were considered:

i. Participation in Board Meetings and Board Committee Meetings.

ii. Managing relationship with other directors and management.

iii. Knowledge and Skill i.e. understanding of duties, responsibilities, refreshment of knowledge, knowledge of industry, ability to listens and present his views.

iv. Personal attributes like maintain high standard of ethics and integrity.

v. Strategic perspectives or inputs regarding future growth of Company and its performance.

11. Familiarisation programme for Independent Directors

During FY 2018-19, the Board including all Independent Directors were explained about their roles, rights, and responsibilities in the Company through detailed presentations as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board including all Independent Directors was provided with relevant documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices from time to time besides regular briefing by the members of the Senior Leadership Team. The Familiarisation programme for Independent Directors is posted on the website www.vpl.in can be viewed at the following weblink: http://oswalgroup.com/investor_pdf/corporate-policy/Familiarization-Programmes-for-

Independent-Directors.pdf

12. Remuneration Policy

Your Company has set up a Nomination and Remuneration ('NR') Committee pursuant to Section 178 of the Act which has formulated a policy for Directors' Appointment and remuneration for Directors, KMP and other employees. They have also developed the criteria for determining qualifications, positive attributes and independence of a Director including making payments to Non-Executive Directors.

NR Committee takes into consideration the best remuneration practices being followed in the industry while fixing appropriate remuneration packages. Further the compensation package for Directors, Key Managerial Personnel, Senior Management and other employees are designed based on the following set of principles:

• Aligning key executive and Board remuneration with the long term interests of the Company and its shareholders;

• Minimise complexity and ensure transparency;

• Link to long term strategy as well as annual business performance of the Company;

• Promotes a culture of meritocracy and is linked to key performance and business drivers; and

• Reflective of line expertise, market competitiveness so as to attract the best talent.

Your directors affirm that the remuneration paid to employees, KMP and Directors is as per the Remuneration Policy of the Company. The Remuneration Policy of the Company is enclosed as Annexure-B.

13. Directors' Responsibility Statement

Pursuant to Section 134 of the Act, the Directors state that:

(a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) appropriate accounting policies have been selected and applied consistently by and have madejudgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit and loss of the Company for the year ended 31st March, 2019;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts for the financial year ended 31st March, 2019 have been prepared on a going concern basis;

(e) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; and

(f) proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Management Discussions and Analysis Report

Management Discussions and Analysis Report as required, pursuant to Schedule V of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed and forms part of this Report.

15. Frauds reported by statutory auditors

During the financial year under review, the statutory auditors have not reported any fraud under sub section (12) of Section 143 of the Companies Act, 2013 other than those which were reportable to the Central Government.

16. Amounts due to micro, small and medium enterprises

Based on the information available with the company regarding the status of the suppliers under the MSME, there are no dues outstanding to Micro and Small Enterprises as at 31st March 2019.

17. Corporate Governance

The Company has complied with the Corporate Governance requirements, as stipulated in Securities & Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the Auditors of the Company confirming the compliance is annexed and forms part of this Report.

The Board has also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code of Conduct is available on the website of the Company www.vpl.in.

18. Material Changes and commitments

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company - 31st March, 2019 and the date of this Report.

19. Changes in Capital Structure

During the year under review, there was no change in the paid up capital of the company.

20. Particulars of loans, guarantees and investments u/s 186

The particulars of loans, guarantees and investments covered u/s 186 of the Companies Act, 2013 are given in the financial statements which forms the part of Annual Report.

21. Related Party Transactions

During FY 2018-19, all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm's length basis. During FY 2018-19, your Company has not entered into any transactions with related parties which could be considered 'material' as per Regulation 23 of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 so here is no need to report any transaction in AOC-2.

Further, during FY 2018-19, there were no materially significant related party transactions made by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for its approval. There was no matter requiring approval of the Board. During the year under review, the Audit Committee has approved transactions through the Omnibus mode in accordance with the provisions of the Act and Listing Regulations. Related party transactions were disclosed to the Board on regular basis as per IND AS 24. Details of related party transactions as per IND AS 24 may be referred to in Note 44 of the Standalone Financial Statements.

The policy on Related Party Transactions is available on the Company's website at www.vpl.in and can be viewed at the following link: http://oswalgroup.com/investor_pdf/ corporate-policy/Policy-on-dealing-with-Related-Party- Transactions2019.pdf

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except the remuneration received by respective directors.

22. Risk Management System

Your Company follows a comprehensive system of Risk Management and has adopted a procedure for risk assessment and its minimisation. It ensures that all the risks are timely defined and mitigated in accordance with the Risk Management Process, including identification of elements of risk which might threaten the existence of the Company. Your Company constituted a Risk Management Committee which intensely monitors the Risk Management Process in the Company and the same is periodically reviewed by the Board. The risk management policy of the company is placed at the website of the company www.vpl.in at the below mentioned link:http://oswalgroup.com/investor_pdf/corporate-policy/Risk-

Management-Policy.pdf

23. Vigil Mechanism/Whistle Blower Policy: The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a vigil mechanism/whistle blower policy wherein the employees are free to report violation of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of person reporting violation is maintained and he is not subjected to any discriminatory practice. No person has been denied access to the chairman of Audit Committee. The vigil mechanism policy is available at Company's website at the following link: http:// oswalgroup.com/investor_pdf/corporate-policy/Vigil- Mechanism-Policy.pdf

24. Internal financial controls & their adequacy

The Company has a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. An extensive programme of internal audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

25. Insider Trading Code

In compliance with the SEBI regulations on prevention of insider trading, the Company has instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code laid down guidelines, which advised them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioned them on consequences of noncompliances.

Further, the Company has put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. Both the aforesaid Codes are in lines with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The code of conduct of the company for prevention of insider trading is placed at the website of the company under the following link: http:/ /oswalgroup.com/investor_pdf/corporate-policy/Code-for- prevention-of-Insider-Trading.pdf

26. Corporate Social Responsibility

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises following directors as on 31st March, 2019:

Sl. No. Name of Director Designation in the Committee
1. Mr. Adish Oswal Chairman
2. Mrs. Manju Oswal Member
3. Mr. Harpal Singh Member

The Company considers Corporate Social Responsibility (CSR) as social obligation, sustainable development, regulatory environment, human resource management, safety health & environment and a part of Corporate Governance and accordingly your Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at www.vpl.in under the section Corporate Governance.

The company undertake to do the following activities

• eradicating hunger, poverty and malnutrition, promoting health care includes, preventive health care and sanitation and making available safe drinking water:

• promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

• promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

• ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

• protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts:

• measures for the benefit of armed forces veterans, war widows and their dependents;

• training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;

• contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Schedulcd Caste, the Scheduled Tribes, other backward classes, minorities and women;

• contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government

• rural development projects.

• Any other activities as prescribed or recommended The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure-C and forms an integral part of this report.

27. Audit Committee

The Audit Committee of the Company comprises of the following Non-Executive and Independent Directors as on 31st March, 2019:

1. Mr. Harpal Singh - Chairperson

2. Mrs. Manju Oswal - Member

3. Mrs. Aarti Sharma - Member

The details about Audit Committee and its terms of reference etc. have been given in Corporate Governance Report. During the Year under review, there was no such recommendation of the Audit Committee which was not accepted by the Board.

28. Auditors

i) Statutory Auditors

M/s. Romesh K. Aggarwal and Associates, Chartered Accountants, Ludhiana (Firm Registration No. 000711N), Chartered Accountants have been appointed as statutory auditors of the Company at 37th Annual General Meeting held on 09.09.2017 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Now the Companies Amendment Act, 2017 has done away with the provision of ratification of Statutory Auditor in every Annual General Meeting w.e.f. 7th day of May, 2018. Therefore, the tenure of the statutory auditor shall continue till the conclusion of the 40th Annual General Meeting of the company without ratification.

The observations of Auditors in their Report (both Standalone and Consolidated), read with the relevant notes to accounts are self explanatory and therefore do not require further explanation pursuant to Section 134(3)(f)(i) except for the following:

The company had credited income of ' 396.44 lakh due on payment of FCCB liability to the statement of profit and loss account during the year ended 31st March, 2017. This profit should have been credited in the statement of profit and loss on payment of FCCB liability which is still outstanding as explained in note no. 52 of Standalone financial statements.

The Management would hereby state that the company had credited the amount on the basis of settlement of FCCB liability and out of the settled amount a major part has already been paid till year ended on 31st March, 2017.

The company is undergoing debt resolution plan with the entire of its lenders including Axis Bank Ltd which is holder of FCCB and the issue will be addressed in debt resolution plan.

ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Khanna Ashwani & Associates, Practicing Company Secretary, Ludhiana to conduct the secretarial audit of the Company for the financial year 2018-19.

Report of the secretarial auditor is annexed herewith as 'Annexure D', which forms part of this report. The observations/remarks made by the Secretarial Auditors' in their report are self explanatory and require no comments.

iii) Cost Auditors

M/s Ramanath Iyer & Company, Cost Accountants, New Delhi were appointed as the Cost Auditors of the Company for FY 2018-19 to audit the cost accounts of the Company. The Board of Directors has re-appointed M/s Ramanath Iyer & Company, Cost Accountants, New Delhi, as the Cost Auditors of the Company to conduct cost audit for the financial year ended 31st March, 2020. As per the requirement of Section 148 of the Companies Act, 2013 read with rules made there under, the remuneration to be paid to them is placed for the ratification by the members at this Annual General Meeting. The company has maintained cost records as prescribed under the Companies Act.

29. Compliance to Secretarial Standards

The company has duly complied with the applicable Secretarial Standards during the financial year 2018-19.

30. Deposits from Public

The Company has not accepted any deposits from public during the year and as such no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

31. Listing of securities

The shares of the Company are listed on National Stock Exchange of India Ltd. (NSE) and BSE Limited. The Company has paid annual listing fee to exchanges for the year 201819. Further, Foreign Currency Convertible Bonds (FCCBs) of the company are listed at Singapore Exchange Securities Trading Ltd.

32. Human Resources Management

Your Company gives utmost importance to human resource. It considers "Human Resource as Human Capital" and believes in the development of Human Resource. The Company strongly believes in the Performance Management System and always tries to explore and tap high potential at the Group level to meet new challenges and competition. Our main tool is training and developing talent at various levels. Internal and external trainings are regularly organized for the development of the members/employees.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as 'Annexure E.

33. Safety, Health & Environment

The Company's top priority is safety, with regard to employment. It encourages safety measures at all operational levels, especially at floor level. Regular training programs are conducted to create awareness about the importance of safety at work. Medical Camps are organized periodically for welfare of the members. Additionally, regular medical facilities are also provided to them.

34. Prevention of Sexual Harassment at workplace

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committees have been framed at various locations to redress complaints of sexual harassment. The Company has not received any compliant related to sexual harassment during the year.

35. Energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure F'.

36. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 for 2018-19, as required under Section 92 of the Act read with rules, is annexed as Annexure 'G ' which forms an integral part of this Report and Annual Return is available on the Company's website viz. http:// oswalgroup.com/news.php

37. Company Petition

A petition filed by M/s Maschinen Umwelttechnik Transportanlagen GmbH, Austria (a shareholder of F.M. Hammerle Textiles Ltd.) against the Company U/S 397, 398, 402 & 403 of the Companies Act, 1956, has been disposed of by Hon'ble Company Law Board vide its order dated 13.08.2015. The F.M. Hammerle Textiles Ltd. has filed appeals against the above said order of the Hon'ble Company Law Board which are pending adjudication before the Hon'ble High Court for the State of Punjab and Haryana at Chandigarh.

The Company has also filed a Civil appeal under section 10

(f) of the Companies Act, 1956 (corresponding Section 59 of the Companies Act, 2013) against the judgement dated 13.08.2015 passed by the Hon'ble Company Law Board, as modified vide order dated 13.10.2017 passed by the Hon'ble Supreme Court of India. The matter is subjudice.

38. Significant and material orders passed by the regulators or courts or tribunals

Except as stated in the report, there are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

39. Acknowledgements

Your directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to record their appreciation of the valuable contribution made by the employees in the successful operations of the Company during the year.

For and on behalf of the Board
Sd/-
Adish Oswal
Place: Ludhiana Chairman & Managing Director
Date : 10.08.2019 (DIN: 00009710)