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Onward Technologies Ltd.

BSE: 517536 Sector: IT
NSE: ONWARDTEC ISIN Code: INE229A01017
BSE 11:02 | 18 Jun 181.80 -4.90
(-2.62%)
OPEN

182.20

HIGH

189.70

LOW

177.40

NSE 10:54 | 18 Jun 178.15 -9.35
(-4.99%)
OPEN

186.10

HIGH

187.90

LOW

178.15

OPEN 182.20
PREVIOUS CLOSE 186.70
VOLUME 4396
52-Week high 227.90
52-Week low 48.05
P/E 23.52
Mkt Cap.(Rs cr) 298
Buy Price 177.50
Buy Qty 50.00
Sell Price 181.80
Sell Qty 40.00
OPEN 182.20
CLOSE 186.70
VOLUME 4396
52-Week high 227.90
52-Week low 48.05
P/E 23.52
Mkt Cap.(Rs cr) 298
Buy Price 177.50
Buy Qty 50.00
Sell Price 181.80
Sell Qty 40.00

Onward Technologies Ltd. (ONWARDTEC) - Director Report

Company director report

To

The Members

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

CORPORATE OVERVIEW

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

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

The Board of Directors of your company are pleased to share the company performanceoperations details of the last financial year 2019-20 & our plans to bounce back postCOVID-19.

FINANCIAL HIGHLIGHTS

The summarized financial performance of your Company is as follows:

(Amount in Lakhs)

Particulars

Consolidated Results

Standalone Results

For the year ended 31.3.2020 For the year ended 31.3.2019 For the year ended 31.3.2020 For the year ended 31.3.2019
Sales and other income (Net) 27260.47 26220.69 12878.94 12320.29
Profit before finance cost depreciation and exceptional items 2443.56 2360.12 2336.55 2002.44
Finance costs 346.42 274.17 317.65 207.22
Depreciation 1132.81 565.99 908.69 481.23
Operating profit 964.33 1 519.96 1110.21 1313.99
Exceptional items - - - -
Profit before tax 964.33 1519.96 1110.21 1313.99
Current tax 480.00 524.39 365.42 440.74
- Deferred Tax (139.44) (17.84) (74.21) (61.77)
Total tax expense/(credits) 340.56 506.55 291.21 378.97
Profit after tax 623.77 1 013.41 819.00 935.02

Consolidated Performance

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

Business Operations

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

Onward Technologies - Brand

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

Customers & Growth from Primary Markets:

o North America (subsidiary Onward Technologies Inc.):

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

o Europe Region:

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

o India Region:

We continue to expand our customer engagements with Fortune 1000 GIC/ captive businessunits in India. FY 2019-20 was a significant year with multiple new wins in Off-highwayAgricultural Machinery Construction & Mining Equipment Pharma & Medical DevicesIndustrial Equipment & Automotive verticals. We became a preferred vendor to 3 largeglobal Automotive OEMs in the areas of Engineering Services Process AutomationElectronic & Embedded systems Data Analytics Cloud & Digital Manufacturing. Wehave also signed multi-year agreements with leading North American and European Engine& Powertrain manufacturing companies. Our focus & investment in building the DataAnalytics Practice has enabled us to win multiple new projects with global companies andopened up new avenues for growth in the Digital Transformation world. We continue to viewIndia as a high growth region for us with years of investment and relationship with ourcustomers.

• Onward eServices Limited (OeSL) - Wholly Owned Subsidiary

o The domestic IT Services business which is our wholly owned subsidiary subsidiaryOnward eServices Limited (OeSL) had a positive year with several wins & preferredvendor status with Fortune 1000 companies in the Data Analytics practice. On aconsolidated performance level OeSL closed FY 2019-20 with Revenues of Rs. 59.24 crores& 37 active clients in India. With the changes & investment made in the last 3years we expect this business to start delivering EBDITA in the range of 7-9% from FY2020-21 in line with the industry.

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

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

Solutions & Way Forward:

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

The following are the multifaceted focus of this group:

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

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

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

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

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

Automation:

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

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

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

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

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

DIVIDEND

Your Company had declared and paid final dividend in the 28th Annual General Meefing ofthe Company held on Thursday July 25 2019. The Company paid dividend of Rs. 23966955(Rupees Two Crore Thirty Nine Lakhs Sixty Six Thousand Nine Hundred and Fifty Five Only)excluding dividend distribufion tax at the rate of Rs. 1.50 (Rupee One and Paise Fiftyonly) per equity share of face value Rs. 10 (Rupees Ten only).

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

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

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

TRANSFER TO RESERVES

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

SUBSIDIARIES

During the year under review the company has four subsidiaries:

1. Onward eServices Limited (OeSL)

2. Onward Technologies Inc (OTI)

3. Onward Technologies GmbH (OTG)

4. Onward Properties Private Limited (OPPL)

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

The brief parficulars of the subsidiaries of your Company as required under AOC-1 isprovided as an annexure to this report marked as Annexure-1. Further your Company has notincorporated or acquired any subsidiaries or associate companies nor Company has enteredinto any joint venture during the year under review. Also none of the abovemenfionedcompanies has ceased to be subsidiary of your Company.

BOARD OF DIRECTORS

Composifion of the Board of Directors of the Company as at March 31 2020 washereunder:

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

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

Independent Directors

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

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

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

Meetings of the Board of Directors:

Your Directors meet at regular intervals in every calendar quarter. Meetings 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 Friday May 17 2019 Mumbai India
2 Thursday July 25 2019 Mumbai India
3 Wednesday October 23 2019 Mumbai India
4 Friday January 24 2020 Mumbai India

The intervening gap between the meetings was within the period prescribed under 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 February 21 2020 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.

Change in Nature of Business :

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

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. Devanand Ramandasani Chief Financial Officer October 23 2019

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

Director Retiring by Rotation

In terms of Section 152 of the Act and Articles of Association of the Company Mrs.Prachi Mehta would retire by rotation at the forthcoming meeting and is eligible forre-appointment. Mrs. Prachi Mehta has offered herself for re-appointment. The Boardrecommends her re-appointment 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 on February 21 2020 reviewed the performanceof Non-Independent Directors of your Company as well as Chairman of your Company and theBoard as a whole. The online proficiency test for Independent Directors is a new parameterto analise their independency and eligibility according to IICA and Independent DirectorsDatabank. Your Directors have successfully registered themselves in this Databank.

Audit Committee

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

SHARE CAPITAL

During the year the paid up share capital of your Company increased from Rs. 1580.49lakhs to Rs. 1604.26 lakhs by allotment of 237700 new shares issued of face value Rs. 10each under Company's Employees Stock Option Plan 2009. Further on April 7 2020 yourCompany had allotted 74600 shares under ESOP scheme and at present the paid-up sharecapital is Rs. 1611.72 lakhs divided into 16117170 equity shares of face value Rs. 10each.

Listing information

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 fees to the respective StockExchanges. Annual Custody/Issuer fee for the financial year 2019-20 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 has launched Employee Stock Option Plan 2019 (ESOP 2019) for the benefitof employees of your Company and its subsidiaries. The aforesaid scheme was approved bythe members of your Company at the 28th Annual General Meeting held on July 25 2019 andthe scheme is monitored under the guidance of the members of Nomination and RemunerationCommittee of the Board of Directors. The rationale of implementation of ESOP 2019 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.

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

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

AUDITORS

Statutory Auditors

The members at the 26th Annual General Meeting of the Company held on Friday July 212017 had appointed M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.012754N/ N500016) as Statutory Auditors of the Company to hold office from the conclusionof that Annual General Meeting till the conclusion of 31st Annual General Meeting to beheld in the year 2022. Statutory auditors have conducted statutory audit of the financialsof the Company for the financial year ended March 31 2020 and have submitted their reportto the Board along with the financial statements approved at the Board meeting held on May15 2020. The said report is enclosed along with the financials of your Company and alsoforms part of this Annual Report which includes their remarks and matters of emphasiswhich are self-explanatory.

Internal Auditors

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. Nilesh A.Pradhan & Co. LLP Company Secretaries (FCS: 7478 CP No.: 7891) to undertake thesecretarial audit of your Company for the financial year ended March 312020. Theirsecretarial audit report is annexed herewith this report as Annexure-3.

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

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

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

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 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. The Internal Auditor of your Company initiates an Internal Financial Controltask wherein the processes of all the activities in the Company are being verified andanalyzed. 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 SECURITIES OR INVESTMENTS

Loans guarantees securities and investments covered under Section 186 of the Actform part of the notes to the financial statements provided in this Annual Report. Alsodetails of loans guarantees securities and investments made by the Company during theFinancial Year 2019-20 are provided as Annexure - 4 of this Report.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such no amount of 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 15 2020 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 2019-20 aregiven in the notes to financial statements as per Indian Accounting Standard 24 (IndAS24)- Related Party Disclosure 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 in Annexure-5.

INSIDER TRADING POLICY

Onward Technologies' Insider Trading Policy for Regulation of Trading by Insiders hasformulated an Insider Trading Policy for promoters and promoter group along with Directorsand employees to comply with SEBI (Prohibition of Insider Trading) Regulations 2015. Thispolicy is framed adopting the standards set in the Prohibition of Insider TradingRegulations to regulate monitor and report trading by its employees to achievecompliance with the said Regulations. The Insider Trading Policy for Regulation of Tradingby Insiders is available on our website (www.onwardgroup.com)

EXTRACT OF ANNUAL RETURN

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

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors confirm that:

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

2. They have selected such account ng policies and applied them consistently and madejudgements and estmates 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 adequate accountng records in accordance with the provisions of the Act for safeguarding the assets ofyour Company and for prevent ng and detect ng fraud and other irregularites;

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

According to the provisions of Secton 135 of the Act which relates to CSR they areapplicable to your Company from FY 2019-20. Now the CSR Policy has been adopted which isavailable on the web link www.onwardgroup.com with specific objectves as prescribed inSchedule VII.

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

Corporate Social Responsibility is an integral part of Onward Technologies' ethos andpolicy and it has been pursuing this on a sustained basis through its social welfareorganizaton Onward Foundaton. Similar to business actvites your Company aims to become aperfect partner to the communites it is a part of. Your Company's CSR policy focuses onusing the capabilites of business to uplift the community by making significantcontributions monetary and through effort to make educaton accessible and relevant forfuture generations.

Your Company undertook various actvites through Onward Foundation during the year inline with its CSR policy and with provisions of Secton 135 ready with Schedule VII of theCompanies Act 2013. The actvites included an end-to-end project from conceptualizationto execution at St. Xaviers College Mumbai which included renovation & up gradationof the Audio-Visual Room (now named The Onward Hall) & Sociology department on theground floor entire common area with a brand new garden Volleyball Court along withproviding equipment towards improving infrastructure standards with a total investment ofRs. 28.48 lakhs. This was contributed 50% by Onward Technologies and 50% by the Promoterfamily directly. Our Mumbai team also participated in the Mumbai Marathon and ran forAkanksha Foundation (www.akanksha.org) and contributed towards cause of building networksof innovative schools that empowers children to maximize their potential and thatinfluences systemic reform. The Annexure-7 for our CSR Actvites and policies has beengiven post Board's Report.

DISCLOSURES UNDER THE ACT

1. Material changes and commitment affecting financial position:

The Company has undergone a material change and commitments which could affect yourCompany's financial position and which has occurred between the end of the financial yearand date of this report. Your Company has applied for acquiring and merging its whollyowned subsidiary Onward eServices Limited into Parent Company- Onward TechnologiesLimited. This scheme of arrangement if passed by the NCLT Bench will be effected from theappointed date i.e. January 1 2020 and hence the impact will result on the financialposition of the Company postmerger. Your Company is strong and determined and healthy forsuch acquisitions and the acquisition will lead to synergies in the segment of businessfinance as well as compliances.

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. Material Transactions:

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

6. Material Orders:

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

Your Directors state that no disclosure or reporting is required as no significant 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.

7. Maintenance of Cost Records:

Maintenance of cost records under sub-section (1) of section 148 of the Companies Act2013 are not applicable to the business activities as carried out by the Company.

8. Secretarial Standards:

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

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 or psychological.

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 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 31 2020 as stipulated in Regulation 34 of the ListingObligations is presented in a separate report which forms part of this Report.

CORPORATE GOVERNANCE

Your Company has taken appropriate steps and measures to comply with all the 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 delivery ofnotice of Annual General Meeting and annual report to those shareholders whose email idswere 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.

CONVERSION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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

a) The details of technology imported

b) The year of import

c) Whether technology been fully absorbed?

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

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

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

2019-20 2018-19
Foreign exchange earnings 4235.38 Lakhs 4490.86 Lakhs
Foreign exchange outgo 1398.47 Lakhs 1537.10 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 in Annexure-8.

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:

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

Experience: 19 years Age: 40 years

Date of Commencement of Employment July 18 1991 May 16 2016
The last employment held by employee before joining Company NA NA
% of equity shares held by employee in the Company 216528 (1.34%) 576299 (3.59%)
Whether the employee is a relative of any Director Manager of the Company. If yes provide the details Relative of Mr. Jigar Mehta Managing Director and Mrs. Prachi Mehta Director of the Company Relative of Mr. Harish Mehta Executive Chairman and Mrs. Prachi Mehta Director of the Company

Details of remuneration paid for the financial year ended March 31 2020 to ExecutiveDirectors:

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

REMUNERATION POLICY:

Your Company recognizes the importance of aligning the business objectives 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. The same is available on the website www. onwardgroup.com

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 siffing feesonly for attending the meetings of the Board of Directors and its Committees. The siffingfees paid to the Non-Executive Directors for attending meetings of Board of Directors andAudit Committee of Board of Directors shall be Rs. 0.75 lakhs and Rs. 0.50 lakhs permeeting respectively. Also siffing fees for attending Nomination and RemunerationCommittee and Stakeholders' Relationship committee meetings shall be Rs. 0.05 lakhs permeeting. Beside the siffing 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 (KMPs) & SeniorManagement Personnel (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 subject to compliance of the provisions of the Act. The remuneration for the KMPand the SMP at the time of the appointment has to be approved by the Board but anysubsequent increments shall be approved by the Managing Director of the Company as per theHR policy of the Company and ratified by the Board.

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

Senior Management Personnel:

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

1. Chief Executive Officer (CEO)

2. Chief Financial Officer (CFO)

3. Executive Vice president (EVP)

4. Senior Vice president (SVP)

Further 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.

ACKNOWLEDGEMENTS

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

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