The Directors of your Company are pleased to present before you the 27TH ANNUAL REPORTon 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 31 March 2018.
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 2500+ employees operating across Company's various offices inIndia (Mumbai Pune Chennai) USA (Chicago Troy Boston Milwaukee and Cleveland) andEurope (Birmingham in UK and Frankfurt in Germany); we are catering to customers who areleading global players in their respective
The summarized financial performance of your Company is as follows:
| || || |
Rs. in Lakhs
|Particulars ||Consolidated Results ||Standalone Results |
| ||For the year ended 31.3.2018 ||For the year ended 31.3.2017 ||For the year ended 31.3.2018 ||For the year ended 31.3.2017 |
|Sales and other income (Net) ||24921.36 ||22608.69 ||11310.03 ||9957.05 |
|Profit before finance cost depreciation and exceptional items ||1602.44 ||1372.32 ||1009.00 ||1117.93 |
|Finance costs ||302.98 ||279.96 ||218.08 ||204.48 |
|Depreciation ||548.52 ||432.95 ||455.94 ||378.35 |
|Operating profit ||750.94 ||659.41 ||334.98 ||535.10 |
|Exceptional items ||- || ||- || |
|Profit before tax ||750.94 ||659.41 ||334.98 ||535.10 |
|Provision for taxation || || || || |
|- Current tax ||223.44 ||142. 0 ||103.61 ||134.19 |
|- Previous year tax adjustment ||(9.14) ||52.78 ||(9.14) ||52.78 |
|- Deferred tax expenses/(benefits) ||(134.98) ||54.01 ||20.36 ||50.88 |
|Profit after tax ||671.62 ||409.91 ||220.15 ||297.25 |
Your Company's revenues grew to Rs. 24921.36 Lakhs from Rs. 22608.69 Lakhs in thelast financial year a growth of 10.23 % over the previous financial year.
The Earnings before Interest Depreciation Tax and Appropriations (EBIDTA) for theyear 2017 - 18 was at Rs. 1602.44 Lakhs as compared to Rs. 1372.32 Lakhs 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 63.84% and stood at Rs.671.62 Lakhs as at 31 March 2018 as compared to Rs. 409.92 Lakhs in the previous fiscal.
Your Company achieved total revenue of Rs. 11310.03 Lakhs as compared to Rs. 9957.05Lakhs in the previous year representing a year-on-year growth of 13.59% supportedby increase in volumes and revenue across all business segment. The Earnings beforeInterest Depreciation Tax and Appropriations (EBITDA) remains flat and stood at Rs.1009 Lakhs in the current year as compared to Rs. 1117.93 Lakhs during the previousyear.
Your Company had declared and paid final Annual General Meeting of the Company held ondividendinthe26 Friday 21 July 2017. The Company paid dividend of Rs. 15364570 (RupeesOne Crore Five Thirty Lakhs Sixty-Four Thousand Five Hundred Seventy only) excludingdividend distribution tax at the rate of Re. 1 (Rupee One only) per equity share of facevalue Rs. 10 (Rupees Ten only).
Also the Directors have recommended a dividend of Re. 1 (10% per cent) per equityshare of face value Rs. 10 each for the financial year ended 31 March 2018 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 on13 July 2018 and
(ii) to those whose names appear as beneficial owners as on 13 July 2018 as furnishedby the National Securities Depository Limited and Central Depository Services (India)Limited for the 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 ofyour Company's growth plans and desire to achieve optimal financing of such plans throughinternal accruals.
TRANSFER TO RESERVES
Your Directors does not propose to transfer any amount to its reserves out profits ofthe Company for the year ended the 31 March 2018.
The subsidiaries of your Company are as follows:
Onward Technologies Inc. (OTI)
Our North American business has been growing steadily with 5.69% revenue growthcompared to previous financial year. The bottom line of the business also showedsubstantial improvement.
We also opened our 5 office in North America in Cleveland Ohio to cater to theIndustrial Equipment & Machinery (IEM) market in the region. The company has alsoramped up its local hiring & delivery capabilities in North America with 40%+employees resident Americans now. We expect this percentage to go up on annual basis as wecontinue to invest and scale our North American business.
Onward eServices Limited (OeSL)
Our domestic IT Services business continues to expand its presence in Mumbai &Chennai. We delivered a strong year with 12.23% revenue growth with PAT growth of 40.73%compared to previous financial year.
We are today serving top customers and brands from both of our offices and have a veryhealthy pipeline and sales funnel to expand the presence in the coming financial year.
Onward Technologies GmbH (OTG)
Our European business underperformed last year and revenues went down by 37% comparedto previous financial year. We have taken corrective steps with the change in the entireleadership team and adding more delivery and domain depth to cater to the customers.
Overall the region is very attractive and with the new strategy in full motion we willdeliver growth in the coming financial year.
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 norCompany has entered into any joint venture during the year under review. Also none ofthe abovementioned companies has ceased to be subsidiary of your Company.
BOARD OF DIRECTORS
Composition of the Board of Directors of the Company as at 31 March 2018 washereunder:
|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. Pranay Vakil ||Independent Director ||Non-Executive |
|Mr. Nandkumar Pradhan ||Independent Director ||Non-Executive |
|Mr. Rahul Rathi ||Independent Director ||Non-Executive |
|Mr. Parish Meghani ||Independent Director ||Non-Executive |
The Board of Directors of your Company had appointed Mr. Rahul Rathi and Mr. ParishMeghani as an Additional Director (Non-executive/Independent) on the Board of the Companyon 24 April 2017 and 10 May 2017 respectively to office upto date of 26 Annual GeneralMeetingintermsofprovisionscontainedinSection161 of the Companies Act 2013 (the Act) andrules made thereunder. The members at the 26 Annual General Meeting held on 21 July 2017regularized above appointments as the Independent Directors of the Company for a term ofthree years.
Brief profile of Mr. Rahul Rathi and Mr. Parish Meghani along with other necessaryinformation as required under Regulation 36 of Securities and Exchange Board of India(SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingObligations) is placed on the website of the Company and also available on the websites ofthe stock exchanges for the information of the members.
Also detailed compositionof 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 2017-18.
Mr. Pranay Vakil Mr. Nandkumar Pradhan Mr. Rahul Rathi and Mr. Parish Meghani werethe Independent Directors of the Company as on 31 March 2018. All IndependentDirectors have given declarations that they meet the criteria of independence as laid downunder Section 149 of the Act which has been relied on by your Company and placed at theBoard meeting held11 on May 2018.
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 ||22nd May 2017 ||Mumbai India |
|2 ||Tuesday ||21 July 2017 ||Mumbai India |
|3 ||Monday ||16 October 2017 ||Mumbai India |
|4 ||Tuesday ||23rd January 2018 ||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 Standard -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 was 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 27 February 2018 toreview the performance of Non-Independent 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. M. V. S. S. Narayanacharyulu ||Chief Financial Officer ||16th October 2017 |
Further in accordance with the relevant provisions of the Act necessary declarationsand submissions has been made to Registrar of Companies in Form MGT- 14 filing ofresolutions and agreements to Registrar.
Director Retiring by Rotation
In termsofSection152 of the Act and Articles of Association of the at the forthcomingmeeting and is eligible for re-appointment. Mrs. Prachi Mehta has offered herself forre-appointment. The Board recommends her reappointment at the ensuing Annual GeneralMeeting as Director liable to retire by rotation.
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.
The Audit Committee of the Board comprised of Mr. Pranay Vakil as the Chairman Mr.Nandkumar Pradhan Rahul Rathi and Mr. Parish Meghani as members as at 31 March 2018.During the year under review there were no instances of non-acceptance of anyrecommendations of the Audit Committee by the Board of Directors of your Company.
During the year the share capital of your Company increased from Rs. 151962700 to Rs.155420700 by allotment of 345800 new shares issued of face value Rs. 10 each underCompany's Employees Stock Option 4 April 2018 your Company had allotted 109500 sharesunder Rs. 156515700 divided into 15651570 equity shares of face value Rs. 10 each.
The equity shares of your Company are listed on the following stock exchanges under theISIN INE 229A01017.
BSE Limited: Scrip Code: 517536
The National Stock Exchange of India Limited: Scrip Code: ONWARDTEC
The Company has regularly paid the Annual Listing the financial year 2017-18 has beenpaid by the Company to National Securities Depositories Limited and Central DepositoryServices (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 theCompany and its subsidiaries. The aforesaid scheme was approved by the members of yourCompany at the18 Annual General Meeting held on 31 August 2009 and the scheme ismonitored under the guidance of the members of Nomination and RemunerationCommittee of the Board of Directors. The rationale of implementation of ESOP 2009 was toattract motivate and retain talented personnel with the organization for long time. Thetotal number of warrants approved under the scheme for employees of your Company and ofits subsidiaries are 875000 with option to convert into 3500000 equity shares (Onewarrant is equal to four equity shares). The employees working with the subsidiaries ofyour 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 asAnnexure-2 to thisreport including details on the grant vesting exercise and lapsed options under theaforesaid scheme.
The members at the 26 Annual General Meeting of the Company held on Friday 21 July2017 had appointed M/s. Price Waterhouse Chartered Accountants LLP (FirmRegistration No. 012754N/ N500016) as Statutory Auditors of the Company to hold officefrom the conclusion of that Annual General Meeting till the conclusion of 31 AnnualGeneral Meeting to be held in the year 2022. Statutory auditors has conductedstatutory audit of the financials of the Company for the financial year ended 31 March2018 and has submitted their report to the Board along with the financial statementsapproved at the Board meeting held on 11 May 2018. The said report is enclosed along withthe financials of your Company and also forms part of this Annual Report which includestheir remarks and matters of emphasis which are self-explanatory.
Pursuant to the provisions of Section204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. Nilesh A.Pradhan & Co. Company Secretaries in Practice(FCS: 5445 CP No.: 3659) to undertakethe secretarial audit of your Company for the financial year ended 31 March 2018. Theiraudit report is annexed herewith this report as Annexure-3.
INTERNAL CONTROL SYSTEMS AND THEIR 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 offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedures laws and regulations safeguarding of assets andeconomical and efficient use of resources. The formalized system of control facilitateseffective compliance 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 be taken 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 2017-18are provided as Annexure-4 of this Report.
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 22 nd May 2017 for routine transactions with related party whichare made 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 2017-18 aregiven in the notes to financial statements which form 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.
EXTRACT OF ANNUAL 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 relating to material departures;
2. They have selected such accounting policies and applied them consistently arereasonable and prudent so as to give a true and fair view of the state of affairs of yourCompany at the end of the financial year and of the profit of your Company for thatperiod;
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 Chairman; Mr.Harish Mehta and Mrs. Prachi Mehta as members. The Board has also approved a CSR policy onrecommendations of CSR committee. However provisions of Section 135 of the Act whichrelates to your 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 OnwardFoundation'. Onward Foundation is a charitable organization and its charter is to extendsupport to society in the areas of education health care and social welfare.
Your Company continues to extend 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 UNDER THE 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 2014 is furnished.
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 2014 is furnished.
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 WORKPLACE (PREVENTION PROHIBITIONAND 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 orpsychological.
A committee has been set up to redress complaints in this regard. Details of the eventswhich took place during the year are hereunder:
|Sr. No. ||Particulars ||Events |
|1 ||Number of Complaints of Sexual Harassment pending at the beginning of the year ||Nil |
|2 ||Number of Complaints of Sexual Harassment received during the year ||Nil |
|3 ||Number of Complaints of Sexual Harassment disposed off during the year ||NA |
|4 ||Number of Complaints of Sexual Harassment pending for more than 90 days ||NA |
|5 ||Nature of Action taken by the Employer or District Officer ||NA |
|6 ||No. of Awareness Program about Sexual Harassment Policy conducted and held at workplace ||4 (Four) |
No action was required to be taken by the Company as there were no complaints relatingduring the year under review. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the business outlook and performancereview for the year ended 31 March 2018 as stipulated in Regulation 34 of the ListingObligations is presented in a separate report which forms part of this Report.
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 Initiative' your Company has effected electronic deliveryof notice of Annual General Meeting and annual report to those shareholders whose emailids were registered with the respective depository participants and downloaded from thedepositories 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.
CONSERVATION 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 timely maintenance / installation / upgradation of energy saving devices. |
|2 The steps taken by your Company for utilizing alternate sources of energy || |
|3 The capital investment on energy conservation equipments || |
|B Technology Absorption Adoption and Innovation: || |
|1 The efforts made towards technology absorption ||Your Company uses latest technology and equipments into the business. Further your Company is not engaged in any manufacturing activities. |
|2 The benefits derived like product improvement manufacturing activities cost reduction product development or import substitution || |
|3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) || |
|a) The details of technology imported || |
|b) The year of import || |
|c) Whether technology been fully absorbed? || |
|d) If not fully absorbed areas where absorption taken place and the has not reasons thereof || |
|4 The expenditure incurred on Research and development harnessing and tapping the latest and the best technology in the industry. ||Your Company has not spent any amount towards activities and has been active in research and developmental |
| || ||(Amount in Rs. Lakhs) |
|C. Foreign exchange earnings and outgo: (OTL - Standalone) || || |
| ||2017-18 ||2016-17 |
|Foreign exchange earnings ||4883.12 Lakhs ||4737.23 Lakhs |
|Foreign exchange outgo ||1809.01 Lakhs ||1901.92 Lakhs |
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 inAnnexure-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 of your Company and Directors is furnished hereunder:
|Sr. no. ||Name ||Designation ||Remuneration (in Rs. ) ||Nature of employment whether contractual or otherwise ||Qualification & Experience & Age ||Date of Commencement 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 of any Director Manager of the Company. If yes provide the details |
|1 ||Harish Mehta ||Executive Chairman ||16774000 ||Permanent ||Qualification: ||1-Jan-2006 ||NA ||216528 ||Relative of Mr. Jigar Mehta Managing Director and Mrs. Prachi Mehta Director of the Company |
| || || || || ||M.S. ELECTRICAL Experience: 40 years Age: 70 years || || ||(1.39%) || |
|2 ||Jigar Mehta ||Managing Director ||7785516 ||Permanent ||Qualification: ||19-Jun-2001 ||NA ||215944 ||Relative of Mr. Harish Mehta Executive Chairman and Mrs. Prachi Mehta Director of the Company |
| || || || || ||Bachelor's in business administrations with concentration in Marketing and Management information system Boston University USA Experience: 17 years Age: 38 years || || ||(1.39%) || |
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 andsufficient to 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 other employees.
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 meetingely. Also sitting fees for attending Nomination and Remuneration Committee andStakeholders' Relationshiprespectiv committee meetings shall be Rs. 5000/- per meeting.Beside the sitting fees they are also entitled to reimbursement of expenses. TheNon-Executive Directors of the Company are not paid any other remuneration or commission.The sitting fees of the Non-Executive Directors for attending meetings of Board ofDirectors and the Committees of Board of Directors may be modified or implemented fromtime to time only with the approval of the Board in due compliance of the provisions ofthe Act.
Remuneration to Executive Directors Key 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.
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 authorities towards thegrowth of your Company.
The Directors also place on record their deep sense of appreciation for the dedicatedservices rendered by the employees of your Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Harish Mehta |
|Date : 11 May 2018 ||Executive Chairman |