Vardhman Polytex Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 44^th Annual Report on the affairs of the Company together with Audited Financial Statements for the year ended 31^st March, 2024.

1. Financial Highlights

		(Rs. in Lakhs)
PARTICULARS	2023-24	2022-23
Revenue from operations (Net)	37,063.81	61,551.04
Other Income	2,897.18	615.82
Total Income (1)	39,960.99	62,166.86
Expenses
Cost of material consumed	32,034.82	46,825.84
Purchase of traded goods	-	4,088.19
Changes in inventories of finished goods	471.75	2,126.15
Excise duty on sale of goods	-	-
Employee benefit expense	3,828.45	4,518.37
Finance costs	335.25	5,340.09
Depreciation and amortization expense	1,047.95	1,219.39
Other expenses	4,918.74	7,619.32
Total Expenses (2)	42,636.97	71,737.35
Profit from operation before exceptional item and Tax (1-2)	(2,675.98)	(9,570.49)
Exceptional Items: Income/(Loss)	-	9,719.63
Profit before Tax	(2,675.98)	149.14
Less: Tax Expenses:
Current Tax	-	-
Deferred Tax (Credit)	-	-
Profit after Tax	(2,675.98)	149.14
Other Comprehensive Income:
Re-measurement of defined benefit obligation	(32.11)	(23.81)
Total Comprehensive Income	(2,708.09)	125.33
for the Period
Earning Per Share:
Basic	(10.83)	0.67
Diluted	(8.31)	0.67

Financial Performance & Review

Revenue from operations has come down to Rs.37,063.81 Lakhs showing declined by Rs.24,487.24 Lakhs and 39.78% in FY 2023-24 from Rs.61,551.04 Lakhs in FY 2022-23. The major reason for reduction in revenue is the lower / irregular production activities of one of the manufacturing units of the company located at Bathinda during the year, which ultimately led to the closure of the operations of unit. This unit had been closed due to operational losses and non - viability due to deteriorating conditions of machines & high operational cost. Further, during the previous F.Y 2022-23 the company had made trading of cotton amounting to Rs. 4594.52 Lakh, which has not been done in the current F.Y 2023-24. Also, during the current F.Y 2023-24 there is major shortfall in the sale of dyed yarn due to adverse market conditions. The above stated reasons impacted the reduction in revenue in F.Y 2023-24. There was loss of Rs.2675.98 Lakhs during FY 2023-24 as compared to last years PBT of Rs.149.14 Lakh

Earlier, the bank accounts of the company were classified as NPA by the Banks. The company had made efforts to resolve its debts with Banks. State Bank of India, United Bank of India, Canara Bank, Bank of Baroda, Bank of Maharashtra, Union Bank of India (formerly known as Andhra Bank and Corporation Bank) and Axis Bank have assigned our debt to Phoenix ARC Private Limited through Assignment Agreements. Further, the company had settled its debts under OTS with Bank of India, Indian Bank (Allahabad Bank), Punjab National Bank, J & K Bank, Punjab & Sind Bank. On November 8, 2023, the Company has accepted/ signed the Letter of Acceptances (LOA) of Phoenix ARC Private Limited for restructuring of debt and the debt is repayable in monthly installments upto September, 2026 as per repayment schedule of LOA. As per the LOA, the liability will recast to the original amount in case of default.

Consolidated Financial Statements

Consolidated Financial Statements are not required as there is no subsidiary/ associate/ joint venture of the company.

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

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

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 Subsidiary/ Material Subsidiary. The Policy on Material Subsidiary has been posted on the website of the Company at the following link: https://www.oswalgroup.com/images/ recordupload/determination-of-material-subsidiary-policy- 2022.pdf

5. Transfer to Reserves

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

6. Dividend

Board of directors of the Company did not recommend any dividend for the year ended 31st March, 2024.

7. Directors & Key Managerial Personnel

Mrs. Sanchi Taneja was appointed as Additional Director under the category of Non-Executive Independent Director by the board of directors of the company in their meeting held on 18.07.2023 and later, she was appointed as Director under the category of Non-Executive Independent Director in the AGM held on 18.08.2023, for a period of 4 years w.e.f 18.08.2023.

Mr. Rohit Jain was appointed as Additional Director under the category of Non-Executive Independent Director by the board of directors of the company in their meeting held on 28.03.2024. Later, he was appointed as an Independent Director of the Company for a term of 3 years starting from 4th May, 2024.

Mr. Sanjeev Joshi, Independent Director of the company had resigned from the directorship with effect from

14.09.2023. Board places on record its sincere appreciation for their valuable contribution to the company.

Mr. Sandeep Mehta, Independent Director of the company has tendered resignation from the directorship w.e.f

02.04.2024. Board places on record its sincere appreciation for their invaluable contribution to the company.

Mrs. Manju Oswal, is retiring by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment. The board recommends her reappointment in the forthcoming AGM.

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 of SEBI (LODR) 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, 2024, Eleven (11) meetings of the Board were held on the following mentioned dates:

SR. NO.	DATE OF BOARD MEETING
1	18-05-2023
2	30-05-2023
3	27-06-2023
4	18-07-2023
5	08-08-2023
6	09-09-2023
7	26-10-2023
8	09-1 1-2023
9	13-02-2024
10	06-03-2024
11	28-03-2024

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 Boards 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 1 3.02.2024, 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 to present their 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. Familiarization programme for Independent Directors

During FY 2023-24, 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, 201 5.

The Board including all Independent Directors was provided with relevant documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices from time to time besides regular briefing by the members of the Senior Leadership Team. The Familiarization programme for Independent Directors

is posted on the website www.vpl.in and can be viewed at the following weblink: https://www.oswalgroup.com/ images/recordupload/familiarisation-programme-id-2023- 24.pdf

12. Remuneration Policy

Your Company has set up a Nomination and Remuneration (NR) Committee pursuant to Section 1 78 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;

• 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- A.

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 31^st March, 2024, 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 made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit and loss of the Company for the year ended 31^st March, 2024;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 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 31^st March, 2024 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, 201 5 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 (1 2) of Section 143 of the Companies Act, 201 3.

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 31^st March 2024.

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 Com pany 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 Companys website at www.vpl.in and can be viewed at: https:// www.oswalgroup.com/images/recordupload/Code-of- Conduct-or-Ethics-Policy.pdf

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 i.e., 31^st March, 2024 and the date of this Report.

19. Disclosure under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention and Control) Act, 2017

During the year under review, no complaints were received under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention and Control) Act, 201 7.

20. Changes in Capital Structure

On June 27, 2023, 1,30,00,000 warrants were allotted to the non-promoters on preferential basis. These warrants were convertible into equivalent number of equity shares of Rs. 1 0 each at a premium of Rs. 30.50 per share within

18 months form the date of allotment and 50,00,000 warrants were converted into equity shares during the year. Consequently, Paid-up capital of the company was increased from Rs. 22,29,09,570 to Rs. 27,29,09,570 consisting of 2,72,90,957 equity shares having of Rs. 10/- each.

Later, Equity shares Rs. 10/- each were sub-divided/split into 10 shares of Re. 1/- each with effect from 18^th May, 2024, resulting into increase in number of shares from 2,72,90,957 shares of Rs. 1 0/- each to 27,29,09,570 shares of Re. 1/- each.

There are 80,00,000 warrants pending for conversion into 80.00. 000 equity shares of Rs.10 each. However, due to sub-division/split of equity shares of Rs. 10/- each into 10 shares of Re. 1/- each on 18^th May, 2024, pending 80.00. 000 warrants will be convertible into 8,00,00,000 shares of Re. 1 each and these warrants can be converted into equity shares on or before 26^th of December, 2024 as per terms.

21. Application/ any proceeding pending under the Insolvency & Bankruptcy Code, 2016

During the year under review, neither any application was made nor any proceeding pending under the Insolvency & Bankruptcy Code, 2016.

22. Details Of difference between amount of the valuation done at the time of One Time settlement (OTS) and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

Not Applicable as no OTS was done during FY 2023-24.

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

Amount outstanding as on March 31, 2024

	(Rs. In Lakh)
Particulars	Amount
Loans given	Nil
Guarantees given	Nil
Investments made	0.62

During the FY 2023-24, there are no transactions pertaining to Loans, Guarantees given or Investments made.

24. Related Party Transactions

During FY 2023-24, 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 arms length basis. During FY 2023-24, 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 there is no need to report any transaction in AOC-2.

Further, during FY 2023-24, 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. 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 45 of the Financial Statements.

The policy on Related Party Transactions is available on the Companys website at www.vpl.in and can be viewed at: https://www.oswalgroup.com/images/recordupload/ policy-on-dealing-with-related-party-transactions-2022.pdf

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

25. Risk Management System

Your Company follows a comprehensive system of Risk Management and has adopted a procedure for risk assessment and its minimization. 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 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 and can be viewed at: https:// www.oswalgroup.com/images/recordupload/risk- management-pol icy.pdf

26. 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 Companys website www.vpl.in and can be viewed at: https://www.oswalgroup.com/images/ recordupload/vigil-mechanism-policy.pdf

27. 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 authorized, 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.

28. 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 non-compliances.

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: https://www.oswalgroup.com/images/ recordupload/code-for-prevention-of-insider-trading- 2607.pdf

29. 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, 2024:

Sr. No.	Name of Director	Designation in the Committee
1.	Mr. Adish Oswal	Chairman
2.	Mrs. Manju Oswal	Member
3.	Mrs. Sanchi Taneja	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 and can be accessed at the link: https:// www.oswalgroup.com/images/recordupload/CSR-Policy- 2021 .pdf

The company undertake to do the following activities:

• Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of 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 including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;

• 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 Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;

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

• Contribution to the Prime Ministers National Relief Fund or Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Schedule Caste, Tribes, other backward classes, minorities and women;

• Contributions to incubators or research and development projects in the field of Science, technology, engineering and medicine, funded by Central Government of State Government or Public sector undertaking or any agency of Central Government of State Government and

• Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

• Rural development projects

• Slum area development.

• Disaster management, including relief, rehabilitation and reconstruction activities.

The Annual Report on Corporate Social Responsibility

Activities is annexed herewith as Annexure- B and forms

an integral part of this report.

30. Audit Committee

The Audit Committee of the Company comprised of the following Non-Executive and Independent Directors as on 31^st March, 2024:

1	Mrs. Sanchi Taneja	Chairperson
2	Mrs. Manju Oswal	Member
3	Mr. Rohit Jain	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.

31. Auditors:

i) Statutory Auditors

M/s. Romesh K. Aggarwal and Associates, Chartered Accountants, Ludhiana (Firm Registration No. 000711 N), Chartered Accountants were appointed as statutory auditors of the Company at 40^th Annual General Meeting held on 29.09.2020 for a period of five years i.e., till the conclusion of 45^th AGM of the Company.

The observations of Auditor in their Report read with the relevant notes to accounts are self explanatory and therefore do not require further explanation pursuant to Section 134(3)(f)(i) and require no comments except the following observation:

"Note No. 49 of the Ind AS financial statements regarding crediting a profit of Rs 396.44 lacs due on payment of FCCB liability to the statement of profit & loss during the year ended March 31, 2017 which should have been credited in the statement of profit & loss on payment of FCCB liability which is still outstanding to the tune of 216,116 USD as on March 31, 2024 is not in compliance with the requirements of para 27 of the Ind AS 1- Presentation of Financial Statements w.r.t. preparation of financial statements on accrual basis. Consequently, the profit and loss has been overstated by the above mentioned amount. The Company has settled the matter with Axis bank where in a payment plan has been agreed (Final payment date being 30th September 2024).

We further report that, had the impact of our observations made in para above been considered, the net loss and the net worth, for the period ended, would have increased and decreased respectively by Rs. 396.44 lacs."

The Management hereby states that the company had credited the amount on the basis of settlement of FCCB liability repayment of the same has been delayed due to liquidity crisis. Further, the company has settled the matter with Axis Bank wherein a payment plan has been agreed and final payment date is 30^th November, 2024.

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 2023-24, and reappointed the same for FY 2024-25 also.

Report of the secretarial auditor is annexed herewith as Annexure- C, which forms part of this report. Secretarial Audit Report is self-explanatory and there are no such observations/remarks made by the Secretarial Auditors in their report which needs further explanation.

iii) Cost Auditors

M/s Ramanath Iyer & Company, Cost Accountants, New Delhi were appointed as the Cost Auditors of the Company for FY 2023-24 to audit the cost accounts of the Company. The Board of Directors has reappointed 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 31^st March, 2025. 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 ensuing Annual General Meeting. The company has maintained cost records as prescribed under the Companies Act.

32. Compliance to Secretarial Standards

The company has duly complied with the applicable Secretarial Standards during the FY 2023-24.

33. 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.

34. Listing of securities

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited. The Company has paid annual listing fee to exchanges for the year 2023-24.

35. 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-D.

36. Safety, Health & Environment

The Companys 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.

37. 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 pol icy. Internal Com plaints 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.

38. 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 1 34(3) (m) of the Companies Act, 201 3 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure- E.

39. Annual Return

The Annual Return (Form MGT-7), as required under Section 92 of the Act read with rules, is available on the Companys website viz. https://www.oswalgroup.com/ images/recordupload/Annual Return 2023.pdf

40. Company Petition

Vardhman Polytex Ltd (VPL) being erstwhile holding company of FM Hammerle Textiles Limited had filed a petition u/s 397, 398 of the erstwhile Companies Act, 1 956 in the Honble Company Law Board, Principal Bench, New Delhi against minority shareholder of FMH- Maschinen Umwelttechnik Transportanlagen Gesellschaft mbH, Austria [(MUT)- another shareholder], IRIS Textile GmbH (erstwhile foreign Collaborator), Mr. Josef Hahnl, Director and Mr. Ishwinder Maddh (erstwhile Alternate director to Mr. Josef Hahnl) alleging that the activities and acts of Mr. Josef Hahnl and Mr. Ishwinder Maddh are in the manner oppressive to VPL. VPL also filed petition before the CLB to declare that allotment of 1,90,15,920 shares to IRIS (presently held by MUT) as void ab initio for want of consideration and rectify the register by cancelling the allotment made to IRIS. In furtherance of the petition filed by the Company, the MUT filed an application against OFMHT for oppression and mismanagement. The Company Law Board (CLB) vide its consolidated order dated 13.08.2015 has dismissed all the petitions. The matter pertaining to rectification of register of members was disposed off against VPL. The same was challenged before the Punjab & Haryana High Court at Chandigarh and a stay was granted in the matter by the Honble High Court. In response to the order of CLB dated 1 3.08.201 5, Hahnl Group filed two applications at CLB for execution of above CLB order and for amendment/rectification in the order. Also MUT had got an order dated 13.10.2017 from Supreme Court of India for adding Vardhman Polytex limited as a party to purchase the shares pursuant to CLB Order dated 13.08.2015. Punjab & Haryana High Court, Chandigarh vide its interim order dated 04-12-2019 has directed to determine the market value of shares held by minority shareholders of FM Hammerle Textiles Ltd. Resolution plan of FMH was approved on 13.03.2020 by NCLT vide which existing shares of FMH have extinguished. As per Supreme Court order VPL and MUT shared equally the fees paid to E & Y for valuation of shares of FMH and valuation report was duly submitted to Punjab & Haryana High Court at Chandigarh. Later, all appeals/ applications filed with Punjab & Haryana High Court at Chandigarh in this regard have been disposed off. MUT has filed an application with NCLT, Chandigarh for execution of CLB order dated 13.08.2015. The matter is sub judice.

41. 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.

42. 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)
Date: 14.08.2024	Chairman and Managing Director
Place: Ludhiana	(DIN-00009710)