Onward Technologies Ltd Directors Report.

To

The Members,

The Directors of your Company are pleased to present before you the 29TH ANNUAL REPORT on the business and operations of the Company together with annual audited financial statements of the Company for the financial year ended March 31, 2020.

CORPORATE OVERVIEW

Onward Technologies with its HQ at Worli, Mumbai supports leading global companies from its 5 Sales offices in Chicago, Detroit, Cleveland, London & Frankfurt & state of the art development and design centers from offshore in Chennai, Pune & Mumbai. We have assembled a young, but experienced team that translates vision into reality with flawless execution & capabilities across the Digital Transformation suite, Embedded Systems, Engineering Services, Data Analytics, Artificial Intelligence and Machine Learning for Fortune 1000 companies across multiple industries.

To recap for our shareholders, over the last 6 years we completed a major investment in upgrading our infrastructure globally, adapted our business model to better serve our customers, aligned the global team to our primary target markets of North America, Europe and India, attracted 2100+ high quality professionals to join our team across offices & become a preferred vendor for 80+ clients across North America, Europe and India. Now our goal is to switch gears & focus on building and scaling this strong foundation.

The Board of Directors of your company are pleased to share the company performance, operations details of the last financial year 2019-20 & our plans to bounce back post COVID-19.

FINANCIAL HIGHLIGHTS

The summarized financial performance of your Company is as follows:

(Amount in Lakhs)

Particulars

Consolidated Results

Standalone Results

For the year ended 31.3.2020 For the year ended 31.3.2019 For the year ended 31.3.2020 For the year ended 31.3.2019
Sales and other income (Net) 27,260.47 26,220.69 12,878.94 12,320.29
Profit before finance cost, depreciation and exceptional items 2,443.56 2,360.12 2,336.55 2,002.44
Finance costs 346.42 274.17 317.65 207.22
Depreciation 1,132.81 565.99 908.69 481.23
Operating profit 964.33 1 ,519.96 1,110.21 1,313.99
Exceptional items - - - -
Profit before tax 964.33 1,519.96 1,110.21 1313.99
Current tax 480.00 524.39 365.42 440.74
- Deferred Tax (139.44) (17.84) (74.21) (61.77)
Total tax expense/(credits) 340.56 506.55 291.21 378.97
Profit after tax 623.77 1 ,013.41 819.00 935.02

Consolidated Performance

Your Companys Total Revenue has gone up in FY 2019-20 to Rs. 272.60 Crores from Rs. 262.20 Crores a growth of 3.97% over the previous financial year. EBDITA of the company also grew steadily to Rs. 24.50 crores as compared to Rs. 23.60 crores in the previous financial year. EBDITA performance was plateaued due to the following 2 reasons, which were both onetime impact in Q4: 1) Change in invoicing policy of one large customer in India 2) Closure of Product Sales business. On a consolidated level, we declared Profit after Tax (PAT) for FY 2019-20 at Rs. 6.23 crores.

Business Operations

Our team made significant progress over the last 12 months as we continued to transform the entire organization towards Digital and Industry 4.0.

Onward Technologies - Brand

We took up the opportunity in FY 2019 - 20 to focus on understanding our brand perception and positioning in the marketplace. After several conversations with internal & external stakeholders, we articulated what we probably always knew - Onward Technologies is looked at as a trusted and reliable partner. This insight has now taken on the shape of new positioning and renewed vision & mission statements. Your company has partnerships across geographies and industries, some which have been inexistence for over a decade. The intent is to now enhance these partnerships even further. You will see your company become more vocal, consistent and assertive in communicating our proposition to the marketplace. New marketing channels, the right communication vehicles and several activities are already under development to reach all stakeholders, and to re-emphasize this brand proposition. You will see your company in a new light across all properties - a refreshed website, new marketing collateral, customer events, and many more.

Customers & Growth from Primary Markets:

o North America (subsidiary, Onward Technologies Inc.):

We continued the momentum in building a strong Leadership team in North America to expand relationships with our global clients across multiple industries i.e. Automotive, Industrial Equipment, Healthcare, Medical Equipment and High-Tech. Our revenues grew with one of the Big 3 Auto OEMs in the high growth technology areas of ADAS (Active Driver Assistance System) with further push expected in Electrification, Mobility Solutions & Digital Manufacturing. We continue to see good opportunities to grow further in the Michigan state across multiple OEMs and Tierls in these areas. We further consolidated into the food processing & manufacturing industry across the mid-west region which is a large food supply chain hub. We expect this to become a significant contributor to our growth in the coming years.

o Europe Region:

We continue to invest in Europe, in particular in Germany & UK to expand both our existing client relationships & adding new customers. Last year has been instrumental in expanding our engagement with a large European Automotive OEM and winning new customers in high-growth technology areas like ADAS (Active Driver Assistance System), Electrification, Mobility Solution & Digital Manufacturing. We also celebrated our 10 year relationship with a large Medical Equipment manufacturer who we support for design & development in the UK & Europe.

o India Region:

We continue to expand our customer engagements with Fortune 1000 GIC/ captive business units in India. FY 2019-20 was a significant year with multiple new wins in Off-highway, Agricultural Machinery, Construction & Mining Equipment, Pharma & Medical Devices, Industrial Equipment & Automotive verticals. We became a preferred vendor to 3 large global Automotive OEMs in the areas of Engineering Services, Process Automation, Electronic & Embedded systems, Data Analytics, Cloud & Digital Manufacturing. We have also signed multi-year agreements with leading North American and European Engine & Powertrain manufacturing companies. Our focus & investment in building the Data Analytics Practice has enabled us to win multiple new projects with global companies and opened up new avenues for growth in the Digital Transformation world. We continue to view India as a high growth region for us with years of investment and relationship with our customers.

• Onward eServices Limited (OeSL) - Wholly Owned Subsidiary

o The domestic IT Services business which is our wholly owned subsidiary subsidiary Onward eServices Limited (OeSL) had a positive year with several wins & preferred vendor status with Fortune 1000 companies in the Data Analytics practice. On a consolidated performance level, OeSL closed FY 2019-20 with Revenues of Rs. 59.24 crores & 37 active clients in India. With the changes & investment made in the last 3 years, we expect this business to start delivering EBDITA in the range of 7-9% from FY 2020-21 in line with the industry.

Proposed merger of Onward eServices Limited (OeSL) into Onward Technologies Limited (OTL)

o The proposed merger of OeSL into OTL will bring integration of business opportunities combining investment in high growth technology areas as mentioned above which we can offer to our customers in North America and Europe (along with India). The merger will also bring significant cost & process optimization, and savings.

Solutions & Way Forward:

We believe our investments in newer practices such as Data Analytics, Electronic and Embedded systems, Cost Engineering and Process Automation has begun to deliver results. Buoyed by this success and constant listening to our customers who use technology levers as value differentiators, a separate strategic solutions group has been formed with the sole intent of building cuffing edge Digital capabilities.

The following are the multifaceted focus of this group:

• To provide the next generation services that are complementary to what we offer to our customers already and to give holistic spectrum of offerings to our customers.

• To build right skilled / competent people in technologies and industry domain areas.

Comprising of both Industry domain experts and technology specialists, this group gives the required push to everyone to be customer focused and enable “Follow the customer" model.

We have already started to see positive outcome in the form of upskilling eligible existing employees (through training, development and industry-relevant certification) from the traditional IT Services business to newer practices of Data Sciences, Cloud Technologies, Artificial Intelligence, and Machine Learning.

In order to accelerate our growth in the newer technologies & expanding our North American and European footprint, we evaluated several companies for acquisition last year. These potential target companies either brought access to marquee clients in our primary market and/or niche skills and solutions that were in demand. We believe M&A will be an important growth driver for us and our entire leadership team is evaluating multiple options in this space.

Automation:

We believe that a nimble company with global outreach like Onward Technologies should have world class tools and process for their employees to thrive. We are cognizant of this fact that automation drives efficiency and brings better productivity which has direct bearing to our bottom-line. This year, through a mix of technologies and process reengineering, we will bring in efficiencies to our

• HR processes - Simplify and to be employee centric right from hire to retire

• Finance & Commercial Functions - Our entire finance & accounting function will be through a centralized back office team in Pune.

• Sales & Marketing - Global CRM solutions to give our sales the necessary weapon to be more customer focused. Impact of COVID-19

We had a good run towards our operational & financial goal till the last quarter, when the economic impact of COVID-19 took the world by surprise & led to a complete shutdown of majority of our clients in all regions. Our business continuity team ensured all necessary steps were taken to have minimal loss of productivity and impact on deliverables. Prompt communication to employees & customers with the way forward to geffing customer approvals, the entire process was done efficiently in early days of the lockdown. Our efforts were highlighted by industry bodies like NASSCOM. We are not out in the clear yet, and the complete impact of this unprecedented pandemic is yet to be quantified across industries and the world in general. We are thankful to all our clients & entire team who continue to support us remotely in the toughest of environments.

DIVIDEND

Your Company had declared and paid final dividend in the 28th Annual General Meefing of the Company held on Thursday, July 25, 2019. The Company paid dividend of Rs. 2,39,66,955 (Rupees Two Crore Thirty Nine Lakhs Sixty Six Thousand Nine Hundred and Fifty Five Only), excluding dividend distribufion tax, at the rate of Rs. 1.50 (Rupee One and Paise Fifty only) per equity share of face value Rs. 10 (Rupees Ten only).

Also, the Directors have recommended a dividend of Rs. 1.50 (15%) per equity share of face value Rs. 10 each, for the financial year ended March 31, 2020, which, if approved at the ensuing Annual General Meefing, will be paid to:

(i) all those equity shareholders whose names appear in the register of members as on July 9, 2020 and

(ii) to those whose names appear as beneficial owners, as on July 9, 2020 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

TRANSFER TO RESERVES

Your Directors does not propose to transfer any amount to its reserves out of the profits of the Company for the year ended March 31, 2020.

SUBSIDIARIES

During the year under review the company has four subsidiaries:

1. Onward eServices Limited (OeSL)

2. Onward Technologies Inc (OTI)

3. Onward Technologies GmbH (OTG)

4. Onward Properties Private Limited (OPPL)

During the year under review, Your Companys subsidiary Onward Properties Private Limited (OPPL) has applied for Fast Track Exit under section 248 of Companies Act, 2013. The Management is waifing for the Cerfificate for Closure of the Company from ROC, Mumbai which is expected any day post COVID-19.

The brief parficulars of the subsidiaries of your Company as required under AOC-1, is provided as an annexure to this report marked as Annexure-1. Further, your Company has not incorporated or acquired any subsidiaries or associate companies, nor Company has entered into any joint venture, during the year under review. Also, none of the abovemenfioned companies has ceased to be subsidiary of your Company.

BOARD OF DIRECTORS

Composifion of the Board of Directors of the Company as at March 31, 2020 was hereunder:

Name of the Director Designation Category
Mr. Harish Mehta Founder & Execufive Chairman Execufive
Mr. Jigar Mehta Managing Director Execufive
Mrs. Prachi Mehta Director Non-Executive
Mr. Pranay Vakil Independent Director Non-Executive
Mr. Nandkumar Pradhan Independent Director Non-Executive
Mr. Parish Meghani Independent Director Non-Executive
Mr. Rahul Rathi Independent Director Non-Executive

Detailed composition of the Board of Directors, including Committees thereof; and number and dates of meetings held during the financial year is provided in the Report on Corporate Governance of your Company for the financial year 2019-20.

Independent Directors

Mr. Pranay Vakil, Mr. Nandkumar Pradhan, Mr. Parish Meghani and Mr. Rahul Rathi were the Independent Directors of the Company as on March 31, 2020. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Act which has been relied on by your Company and placed at the Board Meeting held on May 15, 2020.

The Company would like to inform its stakeholders that Mr. Pranay Vakil and Mr. Nandkumar Pradhan have completed their two terms in the Company. Also, Mr. Parish Meghani and Mr. Rahul Rathi have completed their first term with the Company. They are eligible and reappointed for their second term subject to shareholders approval.

Your Company introduces two new Independent Directors on Board Mr. Subrata Kumar Mitra and Mr. Jay Sonawala to complete the composition of Board of Directors according to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Board of Directors:

Your Directors meet at regular intervals in every calendar quarter. Meetings are generally held at the registered office of the Company at Mumbai or at Companys office at Pune. During the year, 4 (four) Board Meetings were convened and held on the following days:

Sr. No. Day Date Venue
1 Friday May 17, 2019 Mumbai, India
2 Thursday July 25, 2019 Mumbai, India
3 Wednesday October 23, 2019 Mumbai, India
4 Friday January 24, 2020 Mumbai, India

The intervening gap between the meetings was within the period prescribed under the Act. Also, all the meetings were convened after sending due notices to the Directors along with agenda and explanatory notes atleast seven days in advance pursuant to the provisions of the Act, Secretarial Standard -1 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Obligations), as amended from time to time, to enable them to take informed decisions. Requisite quorum was met during each of the above meetings. There was no discussion at the meeting which took place through video conferencing; the Directors present were available at the venue of the meeting.

Separate meeting of Independent Directors:

Meeting of the Independent Directors of the Company was held on February 21, 2020, to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole, where all the Independent Directors were present. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the management and the Board and its Committees.

Change in Nature of Business :

During the period under review there is no change in nature of business. The companys revenues are generated 100% from Technology Services only.

Key Managerial Personnel:

Your Company has appointed following key managerial personnel (KMP) during the year under review:

Sr. No. Name of KMP Designation Date of appointment
1 Mr. Devanand Ramandasani Chief Financial Officer October 23, 2019

Further, in accordance with the relevant provisions of the Act, necessary declarations and submissions has been made to Registrar of Companies in Form MGT- 14 and Form DIR-12, filing of resolut ons and agreements to Registrar.

Director Retiring by Rotation

In terms of Section 152 of the Act and Articles of Association of the Company, Mrs. Prachi Mehta would retire by rotation at the forthcoming meeting and is eligible for re-appointment. Mrs. Prachi Mehta has offered herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting, as Director liable to retire by rotation.

Board Evaluation

Pursuant to the provisions of the Act and Listing Obligations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various committees. Independent Directors at their separate meeting held during the year on February 21, 2020, reviewed the performance of Non-Independent Directors of your Company as well as Chairman of your Company and the Board as a whole. The online proficiency test for Independent Directors is a new parameter to analise their independency and eligibility according to IICA and Independent Directors Databank. Your Directors have successfully registered themselves in this Databank.

Audit Committee

The Audit Committee of the Board comprised of Mr. Pranay Vakil, as the Chairman, Mr. Nandkumar Pradhan, Mr. Parish Meghani and Mr. Rahul Rathi as members as at March 31, 2020. During the year under review, there were no instances of non-acceptance of any recommendations of the Audit Committee by the Board of Directors of your Company. As Mr. Pranay Vakil and Mr. Nandkumar Pradhan are about to complete their tenures in the ensuing AGM, the reconstitution in the Committee Composition has taken place and Mr. Subrata Kumar Mitra and Mr. Jay Sonawala have been appointed as new members for Audit committee. Mr. Rahul Rathi being chairman of the Committee. w.e.f. third Board Meeting of the financial year 2020-21.

SHARE CAPITAL

During the year the paid up share capital of your Company increased from Rs. 1,580.49 lakhs to Rs. 1,604.26 lakhs by allotment of 237,700 new shares issued of face value Rs. 10 each under Companys Employees Stock Option Plan 2009. Further, on April 7, 2020 your Company had allotted 74,600 shares under ESOP scheme and at present, the paid-up share capital is Rs. 1611.72 lakhs divided into 16,117,170 equity shares of face value Rs. 10 each.

Listing information

The equity shares of your Company are listed on the following stock exchanges under the ISIN INE 229A01017.

BSE Limited: Scrip Code: 517536

The National Stock Exchange of India Limited: Scrip Code: ONWARDTEC

The Company has regularly paid the Annual Listing fees to the respective Stock Exchanges. Annual Custody/Issuer fee for the financial year 2019-20 has been paid by the Company to National Securities Depositories Limited and Central Depository Services (India) Limited.

Pledge of shares

None of the equity shares of the Directors of your Company are pledged with any banks or financial institutions.

EMPLOYEE STOCK OPTION SCHEME

Your Company has launched Employee Stock Option Plan 2019 (ESOP 2019) for the benefit of employees of your Company and its subsidiaries. The aforesaid scheme was approved by the members of your Company at the 28th Annual General Meeting held on July 25, 2019 and the scheme is monitored under the guidance of the members of Nomination and Remuneration Committee of the Board of Directors. The rationale of implementation of ESOP 2019 was to attract, motivate and retain talented personnel with the organization for long time. The total number of warrants approved under the scheme for employees of your Company and of its subsidiaries are 875,000 with option to convert into 35,00,000 equity shares (One warrant is equal to four equity shares). The employees working with the subsidiaries of your Company are also covered under the above scheme.

Your Company had implemented Employee Stock Option Plan 2009 (ESOP 2009) for the benefit of employees of your Company and its subsidiaries which has come to an end for new grants issues on March 31, 2020. The aforesaid scheme was approved by the members of your Company at the 18th Annual General Meeting held on August 31, 2009 and the scheme is monitored under the guidance of the members of Nomination and Remuneration Committee of the Board of Directors. All the new grants will be issued under the new ESOP Scheme 2019 whereas simultaneously the vesting, exercising and allotment under ESOP 2009 will continue till all the ESOP grants are exercised subject to options lapsed or forfeited, if any.

The disclosures required to be made under relevant provisions of the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014 is given as Annexure-2 to this report including details on the grant, vesting, exercise, and lapsed options under the aforesaid scheme.

AUDITORS

Statutory Auditors

The members at the 26th Annual General Meeting of the Company held on Friday, July 21, 2017 had appointed M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) as Statutory Auditors of the Company to hold office from the conclusion of that Annual General Meeting till the conclusion of 31st Annual General Meeting to be held in the year 2022. Statutory auditors have conducted statutory audit of the financials of the Company for the financial year ended March 31, 2020 and have submitted their report to the Board along with the financial statements approved at the Board meeting held on May 15, 2020. The said report is enclosed along with the financials of your Company and also forms part of this Annual Report, which includes their remarks and matters of emphasis which are self-explanatory.

Internal Auditors

The Internal Auditors, Mazars Business Advisors Pvt. Ltd., Chartered Accountants, Pune have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nilesh A. Pradhan & Co. LLP, Company Secretaries, (FCS: 7478, CP No.: 7891) to undertake the secretarial audit of your Company for the financial year ended March 31,2020. Their secretarial audit report is annexed herewith this report as Annexure-3.

Explanations for the observations made by Secretarial Auditor M/s Nilesh A. Pradhan & Co. LLP in Secretarial Audit Report:

The intimation was unintentionally delayed and due to unavoidable circumstances to the Company which the Board has taken into knowledge and consideration. The Company has filed the intimation received well in the timeline prescribed by the Prohibition of Insider Trading Regulations, 2015 and has been compliant in true manner.

The notices received by the promoters were with respect to FY 2014-15 which were acted upon and rectified by paying the penalty levied by SEBI. No intervention or breaching of law was intended. The Promoters have taken the matter seriously and resolved the same after necessary compliances were completed.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an internal control system, commensurate with the size, scale and complexity of its operations. Your Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalized system of control facilitates effective compliance as per Listing Obligations and relevant provisions of the Act.

To maintain its objectivity and independence, the internal audit function reports to the Chairman of the Audit Committee of the Board. The internal audit function monitors and evaluates the efficacy and adequacy of internal control system in your Company, its compliance with operating systems, accounting procedures and policies at all locations of your Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The Internal Auditor of your Company initiates an Internal Financial Control task wherein the processes of all the activities in the Company are being verified and analyzed. Significant audit observations and corrective actions there on are presented to the Audit Committee of the Board. The Audit Committee also met your Companys Statutory Auditors to ascertain their views on the financial statements, including financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of internal controls and systems followed by your Company.

BUSINESS RISK MANAGEMENT

Your Company has formally framed a risk management plan/policy to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance your Companys competitive advantage. The business risk plan defines the risk management approach across the enterprise at various levels including documentation and reporting. The Audit Committee and Board of Directors periodically review the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.

The purpose of risk management is to achieve sustainable business growth, protect Companys assets, safeguard shareholder investments, ensure compliance with applicable laws and regulations and avoid major surprises of risks. The policy is intended to ensure that an effective risk management framework is established and implemented within the Company.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

Loans, guarantees, securities and investments covered under Section 186 of the Act, form part of the notes to the financial statements provided in this Annual Report. Also, details of loans, guarantees, securities and investments made by the Company during the Financial Year 2019-20 are provided as Annexure - 4 of this Report.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and, as such, no amount of principal or interest was outstanding as of the date of the balance sheet.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by your Company during the financial year with related parties were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Obligations. There are no materially significant related party transactions undertaken by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committee of your Company, for its approval. Also, the Company had taken an omnibus approval from the Audit Committee in its meeting held on May 15, 2020 for routine transactions with related party which are made on an arms length basis. A statement of all related party transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Your Company has also adopted a related party transaction policy. This policy, as approved by the Board, is uploaded on your Companys website; www.onwardgroup.com. All transactions are undertaken as per the provisions of the Companys policy.

The related party transactions that were entered during the financial year 2019-20, are given in the notes to financial statements as per Indian Accounting Standard 24 (IndAS 24)- Related Party Disclosure, which form part of the Annual Report.

Further, all transactions with related parties have been conducted at an arms length basis and are in ordinary course of business. Accordingly, there are no transactions that are required to be reported in Form AOC-2 in Annexure-5.

INSIDER TRADING POLICY

Onward Technologies Insider Trading Policy for Regulation of Trading by Insiders has formulated an Insider Trading Policy for promoters and promoter group along with Directors and employees to comply with SEBI (Prohibition of Insider Trading) Regulations, 2015. This policy is framed adopting the standards set in the Prohibition of Insider Trading Regulations to regulate, monitor, and report trading by its employees to achieve compliance with the said Regulations. The Insider Trading Policy for Regulation of Trading by Insiders is available on our website (www.onwardgroup.com)

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT-9 is annexed herewith as Annexure-6 to this report. The same is available on our website www.onwardgroup.com.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounfing standards had been followed along with proper explanaton relatng to material departures;

2. They have selected such account ng policies and applied them consistently and made judgements and estmates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

3. They have taken proper and sufficient care for the maintenance of adequate account ng records, in accordance with the provisions of the Act, for safeguarding the assets of your Company and for prevent ng and detect ng fraud and other irregularites;

4. They have prepared the annual accounts on a going concern basis;

5. They have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operatng effectvely; and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatng effectvely.

CORPORATE SOCIAL RESPONSIBILITY

According to the provisions of Secton 135 of the Act, which relates to CSR, they are applicable to your Company from FY 2019-20. Now, the CSR Policy has been adopted which is available on the web link www.onwardgroup.com with specific objectves as prescribed in Schedule VII.

The Board has consttuted Corporate Social Responsibility (CSR) Committee which comprised of Mr. Pranay Vakil as Chairperson; Mr. Harish Mehta and Mrs. Prachi Mehta as members. The Board has also approved a CSR policy on recommendations of CSR committee. As mentoned above for other Committee members, reconstitution for Committee Compositions has been undergone and Mr. Harish Mehta has been appointed as the Chairperson for CSR Committee.

Corporate Social Responsibility is an integral part of Onward Technologies ethos and policy and it has been pursuing this on a sustained basis through its social welfare organizaton Onward Foundaton. Similar to business actvites, your Company aims to become a perfect partner to the communites it is a part of. Your Companys CSR policy focuses on using the capabilites of business to uplift the community by making significant contributions, monetary and through effort, to make educaton accessible and relevant for future generations.

Your Company undertook various actvites through Onward Foundation during the year in line with its CSR policy and with provisions of Secton 135 ready with Schedule VII of the Companies Act, 2013. The actvites included an end-to-end project, from conceptualization to execution, at St. Xaviers College, Mumbai, which included renovation & up gradation of the Audio-Visual Room (now named The Onward Hall) & Sociology department on the ground floor, entire common area with a brand new garden, Volleyball Court, along with providing equipment towards improving infrastructure standards with a total investment of Rs. 28.48 lakhs. This was contributed 50% by Onward Technologies and 50% by the Promoter family directly. Our Mumbai team also participated in the Mumbai Marathon and ran for Akanksha Foundation (www.akanksha.org) and contributed towards cause of building networks of innovative schools that empowers children to maximize their potential and that influences systemic reform. The Annexure-7 for our CSR Actvites and policies has been given post Boards Report.

DISCLOSURES UNDER THE ACT

1. Material changes and commitment affecting financial position:

The Company has undergone a material change and commitments which could affect your Companys financial position and which has occurred between the end of the financial year and date of this report. Your Company has applied for acquiring and merging its wholly owned subsidiary Onward eServices Limited into Parent Company- Onward Technologies Limited. This scheme of arrangement, if passed by the NCLT Bench will be effected from the appointed date i.e. January 1, 2020 and hence, the impact will result on the financial position of the Company postmerger. Your Company is strong and determined and healthy for such acquisitions and the acquisition will lead to synergies in the segment of business, finance as well as compliances.

2. Shares with differential rights:

Your Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. Sweat Equity Shares:

Your Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. Reporting of frauds:

The Statutory Auditors of the Company has not reported any frauds by Companys employees or officers in financial or business operations of the Company during the year under review, pursuant to provisions of Section 143 (12) of the Act.

5. Material Transactions:

Your Company did not carry any material transaction during the year under review, and hence there were no particular changes in the business of your Company.

6. Material Orders:

Significant and material orders passed by the regulators or courts or tribunals:

Your Directors state that no disclosure or reporting is required as no significant or material orders were passed during the year under review by the regulators or courts or tribunals which impact the going concern status and Companys operations in future during the year under review.

7. Maintenance of Cost Records:

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the business activities as carried out by the Company.

8. Secretarial Standards:

Your Directors confirm that the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

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

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Your Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting your Companys office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

A committee has been set up to redress complaints in this regard. Details of the events which took place during the year are hereunder:

Sr. No. Particulars Events
1 Number of Complaints of Sexual Harassment pending at the beginning of the year Nil
2 Number of Complaints of Sexual Harassment received during the year Nil
3 Number of Complaints of Sexual Harassment disposed off during the year NA
4 Number of Complaints of Sexual Harassment pending for more than 90 days NA
5 Nature of Action taken by the Employer or District Officer NA
6 No. of Awareness Program about Sexual Harassment Policy conducted and held at workplace 4 (Four)

No action was required to be taken by the Company as there were no complaints relating to sexual harassment received during the year under review. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2020 as stipulated in Regulation 34 of the Listing Obligations, is presented in a separate report which forms part of this Report.

CORPORATE GOVERNANCE

Your Company has taken appropriate steps and measures to comply with all the applicable provisions of the Listing Obligations on Corporate Governance. A detailed report on Corporate Governance along with a certificate of statutory auditors of your Company also forms part of this Report.

Green Initiatives in Corporate Governance:

In line with the Green Initiative, your Company has effected electronic delivery of notice of Annual General Meeting and annual report to those shareholders whose email ids were registered with the respective depository participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The Act and the underlying rules as well as Listing Obligations permit the dissemination of financial statements in electronic mode to the shareholders. Your Directors are thankful to the shareholders for actively participating in the green initiative and seek your continued support for implementation of the same.

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

A Con servation of Energy:
1 The steps taken or impact on conservation of energy Your Company requires energy for its operations and the Company is making all efforts to conserve energy by monitoring energy costs and periodically reviews of the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance / installation / upgradation of energy saving devices.
2 The steps taken by your Company for utilizing alternate sources of energy
3 The capital investment on energy conservation equipments
B Technology Absorption, Adoption and Innovation:
1 The efforts made towards technology absorption Your Company uses latest technology and equipments into the business. Further, your Company is not engaged in any manufacturing activities.
2 The benefits derived like product improvement, manufacturing activities, cost reduction, product development or import substitution
3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a) The details of technology imported

b) The year of import

c) Whether technology been fully absorbed?

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

4 The expenditure incurred on Research and development Your Company has not spent any amount towards research and developmental activities and has been active in harnessing and tapping the latest and the best technology in the industry.

C. Foreign exchange earnings and outgo: (OTL - Standalone)

2019-20 2018-19
Foreign exchange earnings 4,235.38 Lakhs 4,490.86 Lakhs
Foreign exchange outgo 1,398.47 Lakhs 1,537.10 Lakhs

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Act read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished herewith in Annexure-8.

Further, the information required pursuant to Section 197 of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company and Directors is furnished hereunder:

Name and Designation Harish Mehta, Executive Chairman Jigar Mehta, Managing Director
Nature of employment whether contractual or otherwise Permanent Permanent
Qualification & Experience & Age Qualification: M.S. ELECTRICAL Experience: 41 years Age: 73 years Qualification: Bachelors in Business Administration with double major in Marketing and Management information system (MIS), Boston University, USA

Experience: 19 years Age: 40 years

Date of Commencement of Employment July 18, 1991 May 16, 2016
The last employment held by employee before joining Company NA NA
% of equity shares held by employee in the Company 216,528 (1.34%) 576,299 (3.59%)
Whether the employee is a relative of any Director, Manager of the Company. If yes provide the details Relative of Mr. Jigar Mehta, Managing Director and Mrs. Prachi Mehta, Director of the Company Relative of Mr. Harish Mehta, Executive Chairman and Mrs. Prachi Mehta, Director of the Company

Details of remuneration paid for the financial year ended March 31, 2020 to Executive Directors:

Name of the Director Mr. Harish Mehta (Executive Chairman) Mr. Jigar Mehta (Managing Director)
Fixed Components
Basic Pay 141.69 36.00
Allowances (HRA, Transport Allowance, LTA, Supplementary Allowances) - 41.70
Medical Reimbursement - 0.15
Employers Contribution toward Provident Fund, - 4.68
Variable Components
Perquisite 27.73 -
Compensation or Incentives 50.00 50.00
Total 219.42 132.53

REMUNERATION POLICY:

Your Company recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. Your Company has therefore formulated the criteria for rewarding its Directors, key managerial personnel and other employees keeping in view the following objectives:

• Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the Company successfully.

• Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

• Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

Your Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically. The same is in consonance with the existing industry practice. The same is available on the website www. onwardgroup.com

Extracts of the Remuneration Policy

The Remuneration Policy of Onward Technologies Limited (the “Company") is designed by the Nomination and Remuneration Committee (NRC) of the Company to attract, motivate and retain manpower in a competitive market. The Remuneration Policy applies to the Companys Senior Management, including its Key Managerial Person and Board of Directors, and other employees.

Remuneration to Non-Executive Directors:

The Non-Executive Directors of the Company are paid remuneration by way of siffing fees only for attending the meetings of the Board of Directors and its Committees. The siffing fees paid to the Non-Executive Directors for attending meetings of Board of Directors and Audit Committee of Board of Directors shall be Rs. 0.75 lakhs and Rs. 0.50 lakhs per meeting, respectively. Also, siffing fees for attending Nomination and Remuneration Committee and Stakeholders Relationship committee meetings shall be Rs. 0.05 lakhs per meeting. Beside the siffing fees they are also entitled to reimbursement of expenses. The Non-Executive Directors of the Company are not paid any other remuneration or commission. The sitting fees of the Non-Executive Directors for attending meetings of Board of Directors and the Committees of Board of Directors may be modified or implemented from time to time only with the approval of the Board in due compliance of the provisions of the Act.

Remuneration to Executive Directors, Key Managerial Personnel (KMPs) & Senior Management Personnel (SMPs):

The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration shall be governed by the external competitive environment, track record, potential, individual performance and performance of the Company as well as industry standards. The remuneration determined for MD/WTDs, KMPs and SMPs are subjected to the approval of the Board of Directors subject to compliance of the provisions of the Act. The remuneration for the KMP and the SMP at the time of the appointment has to be approved by the Board but any subsequent increments shall be approved by the Managing Director of the Company as per the HR policy of the Company and ratified by the Board.

As a policy, none of the Executive Directors are paid sitting fees.

Senior Management Personnel:

Persons/Officers of the Company having following designations shall be termed as Senior Management Personnel of the Company:

1. Chief Executive Officer (CEO)

2. Chief Financial Officer (CFO)

3. Executive Vice president (EVP)

4. Senior Vice president (SVP)

Further, Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of Directors is also available on Companys website; www.onwardgroup.com.

ACKNOWLEDGEMENTS

The Directors hereby put on record their sincere gratitude towards the continued assistance and co-operation extended to your Company by its customers, stakeholders, suppliers, banks, financial institutions and various government authorities towards the growth of your Company.

The Directors also place on record their deep sense of appreciation for the dedicated services rendered by the employees of your Company.

For and on behalf of the Board of Directors

of Onward Technologies Limited
Harish Mehta Jigar Mehta
Place: Mumbai Executive Chairman Managing Director
Date: May 15, 2020 DIN :00153549 DIN : 06829197