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Onward Technologies Ltd.

BSE: 517536 Sector: IT
NSE: ONWARDTEC ISIN Code: INE229A01017
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OPEN 159.90
PREVIOUS CLOSE 158.20
VOLUME 27084
52-Week high 166.00
52-Week low 58.10
P/E 102.89
Mkt Cap.(Rs cr) 242
Buy Price 156.40
Buy Qty 400.00
Sell Price 0.00
Sell Qty 0.00
OPEN 159.90
CLOSE 158.20
VOLUME 27084
52-Week high 166.00
52-Week low 58.10
P/E 102.89
Mkt Cap.(Rs cr) 242
Buy Price 156.40
Buy Qty 400.00
Sell Price 0.00
Sell Qty 0.00

Onward Technologies Ltd. (ONWARDTEC) - Director Report

Company director report

To

The Members

The Directors of your Company are pleased to present before you the 26™ANNUALREPORT on the business and operations of the Company both on standalone and consolidatedbasis together with annual audited financial statements of the Company for the financialyear ended March 312017.

CORPORATE OVERVIEW

Onward Technologies Limited is a niche player in Mechanical Engineering Design Services(EDS) and IT consulting services (ITS). The Company offers wide range of engineeringdesign services including product design engineering analysis engineering documentationand maintenance and manufacturing solutions for automotive off highway aerospaceindustrial equipment and consumer goods industries. The Company has number of clients fromFortune 1000 list.

With a strong team of more than 2500 employees operating across Company's variousoffices in India (Mumbai Pune and Chennai) USA (Boston Chicago Detroit and Milwaukee)and Europe (Birmingham in UK and Frankfurt in Germany) we are catering to customers whoare leading global players in their respective arenas.

FINANCIAL HIGHLIGHTS

The summarized financial performance of your Company are as follows:

Rs. in Lacs

Consolidated Results

Standalone Results

Particulars For the year ended 31.3.2017 For the year ended 31.3.2016 For the year ended 31.3.2017 For the year ended 31.3.2016
Sales and other income (Net) 22622.03 19963.27 9885.21 9074.64
Profit before finance cost depreciation and exceptional items 1484.97 1528.97 1076.20 1132.23
Finance costs 280.79 332.89 204.48 207.40
Depreciation 432.95 382.27 378.35 336.90
Operating profit 771.23 813.81 493.37 587.93
Exceptional items -- -- -- --
Profit before tax 771.23 813.81 493.37 587.93
Provision for taxation
- Current tax 141.64 248.30 134.18 224.30
- Previous year tax adjustment 52.78 122.12 52.78 122.12
- Deferred tax expenses/(benefits) 45.67 124.78 14.86 133.29
Profit after tax 531.14 318.61 291.55 108.22

Consolidated Performance:

Your Company's revenues grew to Rs. 22622.03 Lacs from Rs. 19963.27 Lacs in the lastfinancial year a growth of 13.32% overthe previousfinancial year.

The Earnings before Interest Depreciation Tax and Appropriations (EBIDTA) for theyear 2016 -17 was at Rs. 1484.97 Lacs as compared to Rs. 1528.97 Lacs in the lastfinancial year. Operationally your Company continues to invest and grow both in EDS andITS in India and overseas markets.

The net profit after taxes and minority interest was higher by 66.71% and stood at Rs.531.14 Lacs as at March 312017 as compared to Rs. 318.61 Lacs in the previous fiscal.

Standalone Performance:

Your Company achieved total revenue of Rs. 9885.21 Lacs as compared to Rs. 9074.64Lacs in the previous year representing a year-on-yeargrowth of 8.93% supported byincrease in volumes and revenue across all business segment.

The Earnings before Interest Depreciation Tax and Appropriations (EBITDA) remainsflat and stood at Rs. 1076.20 Lacs in the current year as compared to Rs. 1132.23 Lacsduring the previous year.

During the year under review the Company registered growth of 169.40 % in thenet profit after tax which stood at Rs. 291.55 Lacs as compared to Rs. 108.22 Lacs in theprevious fiscal.

DIVIDEND

Your Company had declared and paid final dividend in the 25th Annual General Meeting ofthe Company held on Monday July 182016. The Company paid dividend of Rs. 14986720(Rupees One Crore Forty Nine Lacs Eighty Six Thousand Seven Hundred Twenty only)excluding dividend distribution tax at the rate of Re. 1 (Rupee One only) per equityshare of face value Rs. 10 (RupeesTen only).

Also the Directors have recommended a dividend of Rs. 1 (10% per cent) per equityshare of face value Rs. 10 each for the financial year ended March 312017 which ifapproved at the ensuing Annual General Meeting will be paid to:

(i) all those equity shareholders whose names appear in the register of members as onJuly 142017 and

(ii) to those whose names appear as beneficial owners as on July 14 2017 as furnishedby the National Securities Depository Limited and Central Depository Services (India)Limited forthe purpose.

The dividend payout is in accordance with your Company's policy of paying sustainabledividend linked to long term performance keeping in view of the capital needs of yourCompany's growth plans and desire to achieve optimal financing of such plansthroughinternal accruals.

TRANSFERTO RESERVES

Your Directors does not propose to transfer any amount to its reserves out of theprofits of the Company for the year ended March 312017.

SUBSIDIARIES

The subsidiaries of your Company are as follows:

Onward Technologies Inc. (OTI) (North America)

During the year your Company has opened its 11th global office in Brookfield a suburbof Milwaukee Wl. The same focuses on catering to the customers' needs in the mid-westregion and will be strategic for Onward Technologies' expansion plan in the IndustrialMachinery & Equipment vertical. This is the fourth office in the USA in addition toChicago Boston & Detroit.

All four offices are in strategic locations with concentration on engineering and ITcustomers and in close proximity to theclientele.

The North American operations have been growing at a steady pace. Revenues grew by12.03% to Rs. 7356.14 Lacs over thepreviousfiscal.

Onward eServices Limited (OeSL) (India)

OeSL operates primarily in India with focus on Open Source Technology solutionsInfrastructure Management services Professional services and Facilities managementservices.

During financial year 2016-17 revenues grew by over 23.25% to Rs. 5036.14 Lacs. TheEBITDA of the Company stood at Rs. 356.52 Lacs. The Indian market opening up in Company'smarket segments helped the growth of top-line.

OeSL has successfully executed several eGovernance projects and Mobility solutionsthrough its Open Source Delivery Centre located at Chennai. OeSL is one of the preferredvendors for delivering Core Banking Implementation & Training to

various banks through reputed System Integrators in India. In the recent past OeSLhasbuilt a strong team to manage the Infrastructure Management Services to various Corporatesand PSUs.

Onward Technologies GmbH (OTG) (Germany)

During FY16-17 revenues grew by over 62.71% to Rs. 703.80 Lacs.

OTG operates from Frankfurt Germany and services European customers. OTG is focused onengineering business. It has increased the presence and clientele relationships movingtowards growth trajectory. The investments made over a period including in the currentyear has started moving with positive results. We continue to bring in the enrichment inour offerings to this challenging market while solving the complex engineering problems.

Onward Properties Private Limited (OPPL)

During the year under review OPPL did not undertake any substantial activities.

The brief particulars of the subsidiaries of your Company as required under AOC-1 isprovided as an annexure to this report marked as Annexure-1. Further your Companyhas not incorporated or acquired any subsidiaries or associate companies nor Company hasentered into any joint venture during the year under review. Also none of theabovementioned companies has ceased to be subsidiary of your Company.

BOARD OF DIRECTORS

Composition of the Board of Directors of the Company as at March 312017 was hereunder:

Name of the Director Designation Category
Mr. Harish Mehta Executive Chairman Executive
Mr. Jigar Mehta Managing Director Executive
Mrs. Prachi Mehta Director Non-Executive
Mr. Arun Meghani Director Non-Executive
Mr. Pradip Dubhashi Independent Director Non-Executive
Mr. Pranay Vakil Independent Director Non-Executive
Mr. Nandkumar Pradhan Independent Director Non-Executive

In the meeting of the Board of Directors held on May 16 2016 the Board hadre-appointed Mr. Harish Mehta as an Executive Chairman of the Company subject to approvalof members of the Company. The members at the 25th Annual General Meeting held on July182016 ratified above appointment with effect from May 162016.

Further Mr. Jigar Mehta was appointed on the Board of the Company as the ManagingDirector at the meeting of the Board dated May 162016 subject to approval of members ofthe Company. The members at the 25th Annual General Meeting held on July 182016 ratifiedsaid appointment with effect from May 162016.

Also detailed composition of the Board of Directors including Committees thereof; andnumber and dates of meetings held during the financial year is provided in the Report onCorporate Governance of your Company for the financial year 2016-17.

Mr. Arun Meghani Non - executive Director of the Company retired from the Boardeffective from Thursday April 27 2017 after a distinguished journey on Board of theCompany. The Board expresses its gratitude to Mr. Meghani for his immense contribution tothe Company with best wishes for the years to come.

The Board of Directors of your Company has appointed Mr. Rahul Rathi and Mr. ParishMeghani as an Additional Director (Non-executive/lndependent) on the Board of the Companyon April 24 2017 and May 10 2017 respectively to hold office upto date of ensuingAnnual General Meeting in terms of provisions contained in Section 161 of the CompaniesAct 2013 (the Act) and rules made thereunder. Brief profile of Mr. Rahul Rathi and Mr.Parish Meghani along with other necessary information as required under Regulation 36 ofSecurities and Exchange Board of India (SEBI) (Listing

Obligations and Disclosure Requirements) Regulations 2015 (Listing Obligations) isplaced on the website of the Company and also available on the websites of the stockexchanges for the information of the members.

Independent Directors

Mr. Pradip Dubhashi Mr. Pranay Vakil and Mr. Nandkumar Pradhan were the IndependentDirectors of the Company as on March 31 2017. All Independent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149 ofthe Act which has been relied on by your Company and placed at the Board meeting held onMay 222017.

Mr. Pradip Dubhashi Independent Director of the Company had tendered his resignationfrom the Board of the Company with effect from April 052017. Your Company's Board ofDirectors would like to express appreciation to Mr. Dubhashi and warmly acknowledge hiscontribution as member of the Board for long journey of over 15 years.

Your Company has also laid down policies to identify persons who are qualified tobecome Directors and who may be appointed in senior management. Pursuant to above policyand provisions of Section 149 of the Act and Listing Obligations as amended from time totime your Directors has proposed appointment of Mr. Rahul Rathi and Mr. Parish Meghani asNon-executive Independent Directors of the Company in their meeting held on May 222017for the period of 3 (three) consecutive years upto July 20 2020. The same shall besubject to approval of members at the ensuing Annual General Meeting. Accordinglynecessary resolutions along the explanatory statements are placed in the notice convening26th Annual General Meeting of the Company.

Mr. Pranay Vakil and Mr. Nandkumar Pradhan were appointed as the Independent Directorson the Board with effect from August 12014 in accordance with the provisions ofSection 149 of the Act. Pursuant to the provisions of Section 149 (10) of the Act anIndependent Director shall hold office for a term up to 5 (five) consecutive years butshall be eligible for reappointment for another term up to 5 (five) consecutive years byapproval of members by special resolution. In view of above provisions and terms ofappointment they hold office upto the date of this Annual General Meeting. Accordinglykeeping in view their experience expertise and contribution to Board during theirprevious tenure for making the Board work more objectively and constructively and upholdthe ethical standards of integrity and probity the Board of Directors recommends theirre-appointment for the period of 3 (three) consecutive years up to July 202020.

Further above re-appointments are recommended based on the report of performanceevaluation of Independent Directors done by the Board of your Company. Mr. Pranay Vakiland Mr. Nandkumar Pradhan are not disqualified from being re-appointed in terms of Section164 and Section 149 of the Act. Accordingly necessary resolutions along with theexplanatory statements are placed in the notice convening 26th Annual General Meeting ofthe Company.

Meetings of the Board of Directors:

Your Directors meet at regular intervals in every calendar quarter. Meetings aregenerally held at the registered office of the Company at Mumbai or at Company's office atPune. During the year 4 (four) Board meetings were convened and held on the followingdays:

Sr. No. Day Date Venue
1 Monday May 162016 Mumbai India
2 Monday July 182016 Mumbai India
3 Friday October 212016 Mumbai India
4 Monday January 232017 Pune India

The intervening gap between the meetings was within the period prescribed under theAct. Also all the meetings were convened after sending due notices to the Directors alongwith agenda and explanatory notes atleast seven days in advance pursuant to the provisionsof the Act Secretarial Statndard-1 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Obligations) as amended from time to time toenable them to take informed decisions. Requisite quorum was met during each of the abovemeetings. There were no discussion at the meeting which took place through videoconferencing 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 March 23 2017 toreview the performance of Nonindependent Directors (including the Chairman) and the Boardas a whole where all the Independent Directors were present. The Independent Directorsalso reviewed the quality content and timeliness of the flow of information between themanagement and the Board and its Committees.

Key Managerial Personnel:

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

Sr. No. Name of KMP Designation Date of appointment
1 Mr. Harish Mehta Chairman & Whole-time Director (Executive Chairman) May 162016
2 Mr. Jigar Mehta Managing Director May 162016
3 Mr. MonikDamania Company Secretary May 162016

Further in accordance with the relevant provisions of the Act necessary declarationsand submissions has been made to Registrar of Companies in Form MR-1 Return onappointment of the KMPs.

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 forre-appointment. Mrs. Prachi Mehta has offered herself for re-appointment. The Boardrecommends her reappointment at the ensuing Annual General Meeting as Director liable toretire by rotation.

Board Evaluation

Pursuant to the provisions of the Act and Listing Obligations the Board has carriedout an annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its various committees. Independent Directors attheir separate meeting held during the year reviewed the performance of Non-independentDirectors of your Company as well as Chairman of your Company and the Board as a whole.

Audit Committee

The Audit Committee of the Board comprised of Mr. Pradip Dubhashi as the Chairman Mr.Arun Meghani Mr. Pranay Vakil Mr. Nandkumar Pradhan and Mrs. Prachi Mehta as members asat March 31 2017. During the year under review there were no instances of non-acceptanceof any recommendations of the Audit Committee by the Board of Directors of yourCompany.

SHARE CAPITAL

During the year the share capital of your Company increased from Rs. 149337700 to Rs.151962700 by allotment of 262500 new shares issued of face value Rs. 10 each underCompany's Employees Stock Option Plan 2009. Further on April 6 2016 your Company hadallotted 137600 shares under ESOP scheme and at present the paid-up share capital is Rs.153338700divided into 15333870equity sharesofface value Rs. 10each.

Listing information

The equity shares of your Company are listed on the following stock exchanges under theISININE 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 StockExchanges. Annual Custody/lssuerfee for the financial year 2016-17 has been paid by theCompany 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 banksor financial institutions.

EMPLOYEE STOCK OPTION SCHEME

Your Company had implemented Employee Stock Option Plan 2009 (ESOP 2009) for thebenefit of employees of your Company and its subsidiaries. The aforesaid scheme wasapproved by the members of your Company at the 18th Annual General Meeting held on August312009 and the scheme is monitored under the guidance of the members of Nomination andRemuneration Committee of the Board of Directors. The rationale of implementation of ESOP2009 was to attract motivate and retain talented personnel with the organization for longtime. The total number of warrants approved under the scheme for employees of your Companyand of its subsidiaries are 875000 with option to convert into 3500000 equity shares(One warrant is equal to four equity shares). The employees working with the subsidiariesof your Company are also covered under the above scheme.

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 thisreport including details on the grant vesting exercise and lapsed options undertheaforesaid scheme.

AUDITORS Statutory Auditors

The members at 23rd Annual General Meeting of the Company held on Friday August 12014had appointed M/s. Kirtane & Pandit LLP (or Existing Auditors) Chartered Accountants(Firm Registration No. 105215W/W100057) as Statutory Auditors of the Company to holdoffice from the conclusion of that Annual General Meeting till the conclusion of 26thAnnual General Meeting to be held in the year 2017. The term of office of existingauditors is getting expired in this Annual General Meeting. M/s. Kirtane & Pandit LLPhas been auditors of the Company for more than past 10 years and cannot be re-appointed inaccordance with the provisions of Sections 139142 and other applicable provisions ifany of the Act read with the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force).

The Board of Directors has proposed appointment of M/s. Price Waterhouse CharteredAccountants LLP (Firm Registration No. 012754N/ N500016) to hold office as the statutoryauditors of the Company from the conclusion of this Annual General Meeting till theconclusion of the 31st Annual General Meeting of the Company subject to approval ofmembers.

Your Company has received a written consent from M/s. Price Waterhouse CharteredAccountants LLP to act as the statutory auditors of the Company for abovementioned periodalong with a certificate confirming the appointment if made shall be in accordance withthe provisions mentioned above. Further M/s. Price Waterhouse Chartered Accountants LLPare not disqualified to become the auditors of the Company under Section 141 of the Act.

Auditors' report for Financial Year 2016-17:

M/s. Kirtane & Pandit LLP Chartered Accountants (Firm Registration No.105215W/W100057) has conducted statutory audit of the financials of the Company for thefinancial year ended March 312017 and has submitted their report to the Board along withthe financial statements approved at the Board meeting held on May 22 2017. The saidreport is enclosed along with the financials of your Company and also forms part of thisAnnual Report which includes their remarks and matters of emphasis which areself-explanatory.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. Yogesh DDabholkar & Co. Company Secretaries in Practice (FCS: 6336 CP No.: 6752) toundertake the secretarial audit of your Company for the financial year ended March312017. Their audit report is annexed herewith this report as Annexure-3.

Their report envisages remarks in relation to non-appointment of key managerialpersonnel viz; Chief Financial Officer during the year under review. The Board would likeinform that your Company is in search fora competent Chief Financial Officer and intend toappoint one in the current fiscal.

INTERNAL CONTROLSYSTEMS ANDTHEIR ADEQUACY

Your Company has an internal control system commensurate with the size scale andcomplexity of its operations. Your Company has documented a robust and comprehensiveinternal control system for all the major processes to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedures laws and regulations safeguarding of assets and economical andefficient use of resources. The formalized system of control facilitates effectivecompliance as per Listing Obligations and relevant provisions of the Act.

To maintain its objectivity and independence the internal audit function reports tothe Chairman of the Audit Committee of the Board. The internal audit function monitors andevaluates the efficacy and adequacy of internal control system in your Company itscompliance with operating systems accounting procedures and policies at all locations ofyour Company and its subsidiaries. Based on the report of internal audit function processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. Significant audit observations and corrective actions there on are presented tothe Audit Committee of the Board. The Audit Committee also met your Company's StatutoryAuditors to ascertain their views on the financial statements including financialreporting system compliance to accounting policies and procedures the adequacy andeffectiveness 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 assessthe risk areas monitor and report compliance and effectiveness of the policy andprocedure. A detailed exercise is being carried out to identify evaluate manage andmonitoring of both business and non-business risk. This plan seeks to create transparencyminimize adverse impact on the business objectives and enhance your Company's competitiveadvantage. The business risk plan defines the risk management approach across theenterprise at various levels including documentation and reporting. The Audit Committeeand Board of Directors periodically review the risks and suggest steps to betaken tocontrol and mitigate the same through a properly defined framework.

The purpose of risk management is to achieve sustainable business growth protectCompany's assets safeguard shareholder investments ensure compliance with applicablelaws and regulations and avoid major surprises of risks. The policy is intended to ensurethat an effective risk management framework is established and implemented within theCompany.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Act form part ofthe notes to the financial statements provided in this Annual Report. Also details ofloans guarantees and investments made by the Company during the Financial Year 2016-17are provided as Annexure-4 of this Report.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such no amount of principalor 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 financialyear with related parties were on an arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Act and the ListingObligations. There are no materially significant related party transactions undertaken byyour Company with the Promoters Directors Key Managerial Personnel or other designatedpersons 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 Companyfor its approval. Also the Company had taken an omnibus approval from the Audit Committeein its meeting held on May 16 2016 for routine transactions with related party which aremade on an arms' length basis. A statement of all related party transactions is placedbefore the Audit Committee for its review on a quarterly basis specifying the naturevalue and terms and conditions of the transactions. Your Company has also adopted arelated party transaction policy. This policy as approved by the Board is uploaded onyour Company's website; www.onwardgroup.com . All transactions are undertaken as per theprovisions of the Company's policy.

The related party transactions that were entered during the financial year 2016-17 aregiven in the notes to financial statements as per Accounting Standard 18 (AS 18) whichform part of the Annual Report.

Further all transactions with related parties have been conducted at an arm's lengthbasis and are in ordinary course of business. Accordingly there are no transactions thatare required to be reported in Form AOC-2 and as such do not form part of this Report.

EXTRACTOFANNUAL RETURN

The details forming part of the extract of the annual return in form MGT-9 is annexedherewith as Annexure - 5 to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors confirm that:

1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relatingto material departures;

2. They have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company at the end of the financial year and of theprofit of your Company for that period;

3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;

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 andthat such internal financial controls are adequate and were operating effectively; and

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Corporate Social Responsibility (CSR) Committee whichcomprised of Mr. Pranay Vakil as Chairman; Mr. Harish Mehta and Mrs. Prachi Mehta asmembers. The Board has also approved a CSR policy on recommendations of CSR committee.However provisions of Section 135 of the Act which relates to CSR are not applicable toyour Company so far as it does not meet the criteria mentioned therein.

However as a matter of Company's social responsibility your Company has undertakenseveral initiatives through its social welfare organization named 'Onward Foundation'.Onward Foundation is a charitable organization and its charter is to extend support tosociety in the areas of education health care and social welfare. Through its initiativecalled "Making a difference to our community" the foundation continues to extendits support to several orphanages and paraplegic institutes. Also the foundation hascontributed to education and social welfare of Adivasi girls from rural areas.

Your Company continues to pledge its support for several health care programs like"V-Care" which strives to provide medical support for treatment of cancerpatients. Also your Company has contributed for providing hearing aid treatments andinstruments for underprivileged and poor people. To support education in the society thefoundation has extended its arm to several educational institutes which provides basiceducation to the poor. Your Company strives to promote support and strengthen theobjectives of Onward Foundation with an ultimate aim of well being of society.

DISCLOSURES UNDERTHE ACT

1. Material changes and commitment affecting financial position:

No material changes and commitments which could affect your Company's financialposition have occurred between the end of the financial year and date of this report.

2. Shares with differential rights:

Your Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) ofthe Companies (Share Capital and Debenture) Rules 2014isfurnished.

3. Sweat Equity Shares:

Your Company has not issued any sweat equity shares during the year under review andhence 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 2014isfurnished.

4. Reporting of frauds:

The Statutory Auditors of the Company has not reported any frauds by Company'semployees or officers in financial or business operations of the Company during the yearunder review pursuant to provisions of Section 143 (12) of the Act.

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

6. 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 ormaterial orders were passed during the year under review by the regulators or courts ortribunals which impact the going concern status and Company's operations in future duringthe year under review.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACSE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment of women in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder for prevention and redressal of complaintsof sexual harassment at workplace. Your Company is committed to providing equalopportunities without regard to their race caste sex religion colour nationalitydisability etc. All women associates (permanent temporary contractual and trainees) aswell as any women visiting your Company's office premises or women service providers arecovered under this policy. All employees are treated with dignity with a view to maintaina work environment free of sexual harassment whether physical verbal or psychological.

A committee has been set up to redress complaints in this regards. Details of theevents 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 disposedoff 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 3 (Three)

No action was required to be taken by the Company as there were no complaints relatingto sexual harassment received during the year under review. Your Directors further statethat during the year under review there were no cases filed pursuant to the SexualHarassment 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 performancereview for the year ended March 312017 as stipulated Regulation 34 of the ListingObligations is presented in a separate report which forms part of this Report.

CORPORATEGOVERNANCE

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

Green Initiatives in Corporate Governance:

In line with the 'Green Initiative1 your Company has effected electronicdelivery of notice of Annual General Meeting and annual report to those shareholders whoseemail ids were registered with the respective depository participants and downloaded fromthe depositories viz. National Securities Depository Limited/Central Depository Services(India) Limited. The Act and the underlying rules as well as Listing Obligations permitthe dissemination of financial statements in electronic mode to the shareholders. YourDirectors are thankful to the shareholders for actively participating in the greeninitiative and seek your continued support for implementation of the same.

CONVERSION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A Conservation 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:
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 besttechnology in the industry.
(Amount in Rs. Lacs)
C. Foreign exchange earnings and outgo: (OTL -Standalone)
2016-17 2015-16
Foreign exchange earnings 4737.23 Lacs 4245.94 Lacs
Foreign exchange outgo 1901.92 Lacs 1888.10 Lacs

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Act read with Rule 5 (1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnishedherewith in Annexure - 6.

Further the information required pursuant to Section 197 of the Act read with Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees ofyourCompany and Directors is furnished hereunder:

Sr. no. Name Designation Remuneration Nature of employment whether contractual or otherwise Qualification & Experience & Age Date of Commen cement of Employee The last employment held by employee before joining Company % of equity shares held by employee in the Company Whether the employee is a relative ofany Director Manager ofthe Company. Ifyes provide the details
i Harish Mehta Executive Chairman Rs. 8385804 Permanent Qualification: M.S.EIectrical Experience: 39 years Age: 69 years l-Jan-2006 NA 216528 (1.42%) Relative of Mr. Jigar Mehta Managing Director and Mrs. Prachi Mehta Director ofthe Company
2 Jigar Mehta Managing Director Rs. 7947960 Permanent Qualification: Bachelor in Business Administration with concentration in Marketing and Management information system Boston University USA Experience: 16 years Age: 37 years 19-Jun-2001 NA 215944 (1.42%) Relative of Mr. Harish Mehta Executive Chairman and Mrs. Prachi Mehta Director ofthe Company

REMUNERATION POLICY:

Your Company recognizes the importance of aligning the business objectives withspecific and measureable individual objectives and targets. Your Company has thereforeformulated the criteria for rewarding its Directors key managerial personnel and otheremployees keeping in view the following objectives:

+- Ensuring that the level and composition of remuneration is reasonable and sufficientto attract retain and motivate to run the Company successfully.

+- Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks.

+- Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goals.

Your Company's remuneration policy is directed towards rewarding performance based onreview of achievements periodically. The same is in consonance with the existing industrypractice.

Extracts of the Remuneration Policy

The Remuneration Policy of Onward Technologies Limited (the "Company") isdesigned by the Nomination and Remuneration Committee (NRC) of the Company to attractmotivate and retain manpower in a competitive market. The Remuneration Policy applies tothe Company's Senior Management including its Key Managerial Person and Board ofDirectors and otheremployees.

Remuneration to Non-Executive Directors:

The Non-executive Directors of the Company are paid remuneration by way of sitting feesonly for attending the meetings of the Board of Directors and its Committees. The sittingfees paid to the Non-executive Directors for attending meetings of Board of Directors andAudit Committee of Board of Directors shall be Rs. 75000/- and Rs. 50000/- per meetingrespectively. Also sitting fees for attending Nomination and Remuneration Committee andStakeholders' Relationship committee meetings shall be Rs. 5000/- per meeting. Beside thesitting fees they are also entitled to reimbursement of expenses. The Non-executiveDirectors of the Company are not paid any other remuneration or commission. The sittingfees of the Non-executive Directors for attending meetings of Board of Directors and theCommittees of Board of Directors may be modified or implemented from time to time onlywith the approval of the Board in due compliance of the provisionsoftheAct.

Remuneration to Executive Directors Kev Managerial Personnel(s) (KMPs) & SeniorManagement Personnel (s) (SMPs):

The Company has a credible and transparent framework in determining and accounting forthe remuneration of the Managing Director / Whole Time Directors (MD/WTDs) Key ManagerialPersonnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration shall begoverned by the external competitive environment track record potential individualperformance and performance of the Company as well as industry standards. The remunerationdetermined for MD/WTDs KMPs and SMPs are subjected to the approval of the Board ofDirectors in due compliance of the provisions of the Act. The remuneration for the KMP andthe SMP at the time of the appointment has to be approved by the Board but any subsequentincrements shall be approved by the Managing Director of the Company as per the HR policyof the Company and ratified by the Board.

As a policy the Executive Directors are neither paid sitting fee nor any profitrelated commission.

Senior Management Personnel:

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

1. Chief Executive Officer (CEO)

2. Chief Financial Officer (CFO)

3. Chief Operating Officer (COO)

Further Company's policy on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes and independence of Directors is alsoavailable on Company's website; www.onwardgroup.com .

ACKNOWLEDGMENTS

The Directors hereby put on record their sincere gratitude towards the continuedassistance and co-operation extended to your Company by its customers stakeholderssuppliers banks financial institutions and various government authoritiestowardsthegrowthofyourCompany.

The Directors also place on record their deep sense of appreciation for the dedicatedservices rendered by the employees ofyourCompany.

For and on behalf of the Board of Directors
Place: Mumbai Harish Mehta
Date: May 222017 Executive Chairman