Vardhman Polytex Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 43rd Annual Report
on the affairs of the Company together with Audited Financial Statements for the year
ended 31st March, 2023.
1. Financial Highlights
(Rs in Lakhs)
PARTICULARS |
2022-23 |
2021-22 |
| Revenue from operations (Net) |
61,551.04 |
92,859.51 |
| Other Income |
615.82 |
307.56 |
Total Income (1) |
62,166.86 |
93,167.07 |
Expenses |
|
|
| Cost of material consumed |
46,825.84 |
70,856.82 |
| Purchase of traded goods |
4,088.19 |
2.06 |
Changes in inventories of
finished goods |
2,126.15 |
(2,281.77) |
| Excise duty on sale of goods |
- |
- |
| Employee benefit expense |
4,518.37 |
5,718.67 |
| Finance costs |
5,340.09 |
6,416.18 |
Depreciation and amortization
expense |
1,219.39 |
1,364.97 |
| Other expenses |
7,619.32 |
12,645.69 |
Total Expenses (2) |
71,737.35 |
94,722.62 |
Profit from operation
before exceptional item and Tax (1-2) |
(9,570.49) |
(1,555.55) |
| Exceptional Items: Income/(Loss) |
9,719.63 |
- |
Profit before Tax |
149.14 |
(1,555.55) |
| Less: Tax Expenses: |
|
|
| Current Tax |
- |
- |
| Deferred Tax (Credit) |
- |
- |
Profit after Tax |
149.14 |
(1,555.55) |
Other Comprehensive Income: |
|
|
Re-measurement of defined
benefit obligation |
(23.81) |
(15.11) |
Total Comprehensive Income
for the Period |
125.33 |
(1,570.66) |
| Earning Per Share: |
|
|
| Basic |
0.67 |
(6.98) |
| Diluted |
0.67 |
(6.98) |
Financial Performance & Review
Your company achieved total revenue from operations of Rs. 61,551.04
lakh showing decline from last year's turnover of Rs. 92,859.51 lakh. EBITDA of the
Company was Rs. 6,708.62 Lakh showing growth of 7.76% over last year's figure of Rs.
6225.60 Lakh. Operations of the company have resulted into net profit of Rs. 149.14 lakh
against net loss of Rs. 1,555.55 lakh in previous year. Many external factors like
instability in raw cotton prices, less sales realization coupled with internal liquidity
issues have impacted the revenue of the company during the year under review.
Consequently, turnover has gone down last year. Management is hopeful to emerge stronger
this year despite challenging circumstances. 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. Some of the lenders had issued notices U/S 13(2) & 13(4) of Securitization
and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI)
Act, 2002 which were duly replied and proceedings are pending before Debt Recovery
Tribunal (DRT), Chandigarh. Further, the company had settled its debts under OTS with Bank
of India, Indian Bank (Allahabad Bank), Punjab National Bank (PNB), J & K Bank, Punjab
& Sind Bank. Consequently, J & K Bank & PNB have withdrawn their earlier filed
applications with National Company Law Tribunal, Chandigarh (NCLT) u/s 7 of Insolvency and
Bankruptcy Code (IBC), 2016. Few Operational Creditors had also filed applications before
NCLT for initiating Corporate Insolvency Resolution Process (CIRP). Due to settlement with
them, all applications except one have been withdrawn. One application is still pending
and will be withdrawn in due course.
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:
http://oswalgroup.com/investor_pdf/corporate-policy/
Determination-of-Material-Subsidiary-Policy2022.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, 2023.
7. Directors & Key Managerial Personnel
Mr. Sandeep Mehta, Mr. Sanjeev Joshi and Mr. Sagar Bhatia were
appointed under the category of Non-Executive Independent Directors by the shareholders in
their AGM held on 26.09.2022, for a period of 4 years w.e.f 26.09.2022. During the year
under review, Mr. Hardeep Singh and Mr. Varun Kumar Choudhary, Independent Directors of
the company have resigned from the directorship. Board places on record its sincere
appreciation for their valuable contribution to the company.
Mr. Adish Oswal, Chairman and Managing Director of the company was
reappointed with effect from 24.11.2022 for a term of 3 (Three) years from 24.11.2022 to
23.11.2025 Mr. Adish Oswal, is retiring by rotation at the ensuing Annual General Meeting
(AGM), and being eligible, offers himself for re-appointment. The board recommends his
reappointment in the forthcoming AGM.
Mrs. Sanchi Taneja has been appointed as Additional Director under the
category of Non-Executive Independent Director by the Board w.e.f. 18th July,
2023 till the conclusion of ensuing AGM. The Board of Directors recommends her appointment
as a Director (Non-Executive Independent) of the Company to the members of the Company for
their approval at ensuing 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, 2023, Five (5) meetings of the Board
were held on the following mentioned dates:
SR. NO. |
DATE OF BOARD MEETING |
| 1 |
30/05/2022 |
| 2 |
23/06/2022 |
| 3 |
12/08/2022 |
| 4 |
14/11/2022 |
| 5 |
13/02/2023 |
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 13.02.2023, 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 2022-23, 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 familiarize with the
Company's 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:
http:/ / oswal gr oup.com/ i nvest or _pdf/ cor por at e-poli cy/
Familiarisation_Programme_ID 2022-23.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- 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 31st March, 2023, 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 31st
March, 2023 and of the profit and loss of the Company for the year ended 31st March,
2023;
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,
2023 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.
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 2023.
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 Company's website at www.vpl.in and
can be viewed at: http://oswalgroup.com/
investor_pdf/corporate-policy/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 – 31st March, 2023 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, 2017.
20. Changes in Capital Structure
During the year under review, there was no change in the paid up
capital of the company.
However, on 27th June, 2023, 1,30,00,000 Warrants have been
allotted to the non-promoters on preferential basis. These warrants are convertible into
equity shares of Rs. 10 each at a premium of Rs. 30.50 per share within 18 months form the
date of allotment.
21. Particulars of loans, guarantees and investments u/s 186
Amount outstanding as on March 31, 2023
(Rs In Lakh)
Particulars |
Amount |
| Loans given |
Nil |
| Guarantees given |
Nil |
| Investments made |
0.62 |
During the FY 2022-23, there are no transactions pertaining to Loans,
Guarantees given or Investments made.
22. Related Party Transactions
During FY 2022-23, 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 2022-23, 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 2022-23, 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 Company's website at www.vpl.in and can be viewed
at:
http://oswalgroup.com/investor_pdf/corporate-policy/Policy-on-dealing-with-Related-Party-Transactions2022.pdf
None of the Directors has any pecuniary relationships or transactions vis-?-vis the
Company except the remuneration received by respective directors.
23. 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 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 and can be viewed at:
http://oswalgroup.com/investor_pdf/corporate-policy/Risk-Management-Policy.pdf
24. 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 www.vpl.in
and can be viewed at: http:/
/oswalgroup.com/investor_pdf/corporate-policy/Vigil-Mechanism-Policy.pdf
25. 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.
26. 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:
http://
oswalgroup.com/investor_pdf/corporate-policy/Code-for-prevention-of-Insider-Trading-2607.pdf
27. 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, 2023:
Sr. No. |
Name of Director |
Designation in the
Committee |
| 1. |
Mr. Adish Oswal |
Chairman |
| 2. |
Mrs. Manju Oswal |
Member |
| 3. |
Mr. Sandeep Mehta |
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:
http://oswalgroup.com/investor_pdf/corporate-policy/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 Minister's National Relief Fund
or Prime Minister's Citizen Assistance and Relief in
Emergency Situations Fund (PM CARES Fund) or any other fund set up by
the Central Government for socioeconomic 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.
28. Audit Committee
The Audit Committee of the Company comprised of the following
Non-Executive and Independent Directors as on 31st March, 2023:
| 1 Mr. Sandeep Mehta |
Chairperson |
| 2 Mrs. Manju Oswal |
Member |
| 3 Mr. Sanjeev Joshi |
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.
29. Auditors:
i) Statutory Auditors
M/s. Romesh K. Aggarwal and Associates, Chartered Accountants, Ludhiana
(Firm Registration No. 000711N), Chartered Accountants were appointed as statutory
auditors of the Company at 40th Annual General Meeting held on 29.09.2020 for a
period of five years i.e., till the conclusion of 45th 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 lakhs 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 221.53 Lacs as on March 31,2023 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) and the company is making payment as per the plan. 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
lakhs."
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 (Final payment date ‘ being 30th September
2024) and the company is making payment as per the 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 2022-23,
and reappointed the same for FY 2023-24 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 2022-23 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, 2024. 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.
30. Compliance to Secretarial Standards
The company has duly complied with the applicable Secretarial Standards
during the FY 2022-23.
31. 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.
32. 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 2022-23.
33. 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'.
34. 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.
35. 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.
36. 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- E'.
37. Annual Return
The Annual Return (Form MGT-7), as required under Section 92 of the Act
read with rules, is available on the Company's website viz.
http://oswalgroup.com/investor_pdf/Annual-Return-2022.pdf
38. 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,1956 in the Hon'ble 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 Hon'ble High Court. In response to the order of CLB dated
13.08.2015, 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. Now, MUT has filed an
application with NCLT, Chandigarh for execution of CLB order dated 13.08.2015. The matter
is sub judice.
39. 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.
40. 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: 18th July, 2023 |
Chairman and Managing Director |
Place: Ludhiana |
(DIN-00009710) |