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Vardhman Textiles Ltd.

BSE: 502986 Sector: Industrials
NSE: VTL ISIN Code: INE825A01012
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OPEN 1370.65
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VOLUME 625
52-Week high 1476.50
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P/E 22.62
Mkt Cap.(Rs cr) 7,927
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Sell Qty 0.00
OPEN 1370.65
CLOSE 1364.45
VOLUME 625
52-Week high 1476.50
52-Week low 622.05
P/E 22.62
Mkt Cap.(Rs cr) 7,927
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vardhman Textiles Ltd. (VTL) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting their 44th AnnualReport of the business and operations of the Company along with the Audited FinancialStatements for the year ended 31st March 2017.

1. Financial Results:

The financial performance of your Company for the year ended 31st March2017 is as under:-

Particulars 2016-17 2015-16
Revenue from operations (Net) 572828.74 561395.80
Other Income 56758.24 24097.29
Profit before Depreciation Interest & Tax (PBDIT) 172613.76 134918.69
Interest and Financial expenses 9183.10 8670.69
Profit before Depreciation and Tax (PBDT) 163430.66 126248.00
Depreciation & Amortisation 32949.39 36309.60
Profit before Tax (PBT) 130481.27 89938.40
Provision for Tax - Current 28157.00 22184.15
- Deferred Tax (Net of Adjustment) 3194.83 114.43
- MAT Credit Entitlement (1029.85) -
Profit after tax (PAT) 100159.29 67639.82
Other Comprehensive Income (21.76) (4.07)
Total Comprehensive Income for the period 100137.53 67635.75
Earnings per share (`)
- Basic 163.67 109.00
- Diluted 163.67 109.00

Note: The financial statements of the Company for the year ended 31st March2017 are the first the Company has prepared in accordance with Indian AccountingStandards (Ind AS). The financial statements for the year ended 31st March2016 have been restated in accordance with Ind AS for comparative information.

Indian Accounting Standards (Ind AS):

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated 16th February 2015 notified the Ind AS applicable to certain classes ofCompanies. Ind AS has replaced the existing Indian GAAP prescribed under Section

133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. Ind AS is applicable on the Company from 1st April 2016 with atransition date of 1st April 2015.

The reconciliations and descriptions of the effect of the transition from IGAAP to IndAS have been provided in Note No. 35 in the notes to accounts of the financial statements.

2. Financial Analysis and Review of Operations: Production & Sales Review:

During the year under review your Company has registered Revenue from Operations of` 572828.74 Lakhs as compared to ` 561395.80

Lakhs in the previous year. The exports of the Company decreased from ` 227486.33Lakhs to ` 220690.98 Lakhs showing a decrease of 2.99% over the previous year.The business wise performance is as under:-

a) Yarn:

The production of Yarn decreased marginally from 204142 MT to 202770 MT during theyear 2016-17.

b) Fabric:

During the year the production of grey fabric remained same as last year i.e. 175million meter. The production of processed fabric increased from 112 million meter to 117million meter.

Profitability:

The Company earned profit before depreciation interest and tax of ` 172613.76Lakhs as against ` 134918.69 Lakhs in the previous year. After providing fordepreciation & amortisation of ` 32949.39 Lakhs (Previous Year ` 36309.60 Lakhs)interest of ` 9183.10 Lakhs (Previous Year ` 8670.69 Lakhs) provision for current taxof ` 28157 Lakhs (Previous Year ` 22184.15 Lakhs) deferred tax (net of adjustments) of` 3194.83 Lakhs [Previous Year ` 114.43 Lakhs] and MAT credit entitlement of `(1029.85) Lakhs [Previous year Nil] the net profit from operations after comprehensiveincome worked out to ` 100137.53 Lakhs as compared to ` 67635.75 Lakhs in the previousyear.

Resources Utilisation: a) Fixed Assets:

The Net Block as at 31st March 2017 was ` 245815.29 Lakhs ascompared to ` 250011.86 Lakhs in the previous year.

b) Current Assets:

The current assets as on 31st March 2017 were ` 341125.92 Lakhs asagainst ` 324086.67 Lakhsinthepreviousyear.Inventorylevelwasat ` 158900.38 Lakhs ascompared to the previous year level of ` 180911.59 Lakhs.

Financial Conditions & Liquidity:

The Company enjoys a rating of "AA+/Stable" from Credit Rating InformationServices of India

(CRISIL) for long term borrowings and "A1+" for short term borrowingsrespectively. Management believes that the Company's liquidity and capital resourcesshould be sufficient to meet its expected working capital needs and other anticipated cashrequirements. The position of liquidity and capital resources of the Company is givenbelow:-

Particulars 2016-17 2015-16
Cash and Cash
equivalents:
Beginning of the year 27676.95 17554.77
End of the year 4047.11 27676.95
Net cash provided
(used) by:
Operating Activities 122809.99 86860.38
Investing Activities (25181.29) (47966.21)
Financial Activities (121258.54) (28772.00)

3. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review as stipulated under

Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure

Requirements) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.

4. Dividend:

The Board of Directors in its meeting held on 10th May 2017 has recommendeddividend of ` 15/- per share on the fully paid up Equity Shares of the Company.

5. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013 read withIEPF Authority (Accounting Audit Transfer and Refund) Rules

2016 ("the Rules") all unpaid or unclaimed dividends are required to betransferred by the Company to the IEPF established by the Central Government after thecompletion of seven years from the date of completion. The shareholders whose dividendshave been transferred to the IEPF Authority can claim their dividend from the Authority.The unclaimed or unpaid dividend relating to the financial year 2009-

10 is due for remittance by the end of September 2017 to the Investor Education andProtection Fund established by the Central Government.

Further according to the Rules the shares in respect of which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the IEPF Authority. In accordance with new Rules the Company sent noticeto all shareholders whose shares are due to be transferred to the IEPF Authority andpublished requisite advertisement in the newspaper.

The details of these shares is provided on the website of Company at www.vardhman.com

6. Consolidated Financial Statement:

In accordance with the Companies Act 2013 &

Indian Accounting Standards (Ind AS) 110 on ‘Consolidated Financial Statements'read with Ind AS 111 on ‘Joint Arrangements' and Ind AS 112 on ‘Disclosure ofInterest in other entities' the Audited Consolidated Financial Statements is provided inthe Annual Report.

7. Subsidiaries Joint Ventures and Associate

Companies:

During the year under review Vardhman Yarns and

Threads Limited a Joint Venture with American & Efird Global LLC (A&E) ceasedto be Subsidiary of the

Company and has become an Associate Company. No other Company has become or ceased tobe

Company's subsidiary joint venture or associate company. Further the Company does nothave any material subsidiary. The details of the financials of the subsidiary andassociate companies for the financial year 2016-17 are as follows:-

VMT Spinning Company Limited (VMT):

This subsidiary of the Company is a Joint Venture with Marubeni Corporation andMarubeni Hong Kong and South China Limited of Japan. The Revenue from operations of thecompany has increased to ` 19112.99 lakhs from ` 15663.72 lakhs in the last year. TheNet Profit of the Company after comprehensive income worked out to ` 826.11 lakhs asagainst ` 738.97 lakhs in the previous year registering an increase of 11.79%. Out of thetotal present paid-up capital of ` 2070.02 lakhs your Company holds 89.44%.

VTL Investments Limited (VTL):

This 100% subsidiary of your Company is engaged in the business of investment. Theearnings of the company mainly comes from dividend/interest earned on its investments andprofits made on sale of investments. During the year the Company has earned a net profitof

` 975.12 lakhs as compared to ` 357.01 lakhs in the previous year.

Vardhman Acrylics Limited (VAL):

This subsidiary of the Company is engaged in the business of manufacturing of AcrylicFibre. Presently the Company holds 70.74% shares in this subsidiary. During the FinancialYear 2016-17 VAL recorded Revenue from operations of ` 36842.96 lakhs against `44759.18 lakhs in the previous year.

The net profit of the company after comprehensive income worked out to ` 4099.14 lakhsas compared to ` 4080.18 lakhs in the previous year.

Vardhman Nisshinbo Garments Company

Limited (VNGL):

This subsidiary of the Company is a Joint Venture partnership of 51:49 with NisshinboTextiles Inc.

Japan for manufacturing men's shirts. During the year the Revenue from Operations ofthe company was ` 5828.84 lakhs as compared to ` 5799.22 lakhs in the previous year. Thecompany incurred a Net Loss of ` 53.88 lakhs as against a net profit of ` 153.36 lakhs inthe previous year.

Vardhman Yarns and Threads Limited (VYTL):

Vardhman Yarns and Threads Limited Joint

Venture with American & Efird Global LLC (A&E) is an Associate Company of theCompany. It is engaged in the business of Threads Manufacturing and Distribution. Duringthe year the Company has sold its 40% stake in VYTL to A&E and is now holding 11%stake in VYTL. A&E is the second largest player in Threads Manufacturing andDistribution across the world. During the year under review the Revenue from Operationswere ` 77857.87 lakhs as against ` 72863.26 lakhs in the previous yearregistering an increase of 6.85%.

The Net Profit for the year after comprehensive income worked out to ` 9909.48 lakhsas compared to ` 8991.66 lakhs during last year registering an increase of 10.21%.

Vardhman Special Steels Limited:

Vardhman Special Steels Limited (VSSL) is an Associate Company of the Company. TheCompany holds 31.39% shares of VSSL. During the year the Revenue from Operations of theCompany was ` 75312.90 lakhs as compared to ` 72551.41 lakhs in the previous year. TheNet Profit for the year after comprehensive income worked out to ` 1891.01 lakhsas compared to ` 405.12 lakhs in the previous year.

Vardhman Spinning & General Mills Limited:

Vardhman Spinning & General Mills Limited (VSGM) is an Associate Company of theCompany. The Company holds 50% shares of VSGM. It is a trading Company dealing in thebusiness of Cotton and Fibre. During the year the Company has not traded any goods. Sothe Revenue from Operations is Nil for the Financial Year 2016-17. The Company incurred aNet Loss of ` 6851 as against a net loss of ` 27 292 in the previous Year.

8. Directors:

Joint Managing Director:

Mrs. Suchita Jain has been appointed as Joint Managing Director of the Company w.e.f.24th August 2016. Her appointment was approved by the Members vide theirresolution dated 2nd February 2017 passed by Postal Ballot.

Liable to retire by rotation:

In accordance with the provisions of the Articles of Association of the Company Mr.D.L. Sharma Director of the Company retires by rotation at the conclusion of theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommended his appointment for the consideration of the Members of the Companyat the ensuing Annual General Meeting.

Nominee Director:

During the year IDBI Bank has withdrawn the nomination of Mr. Suresh Khatanhar fromthe Board of your Company w.e.f. 19th November 2016 and has nominated Mr.Kumar Neel Lohit as the Nominee Director w.e.f. 28th November 2016.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules thereof.

Company's Policy relating to Directors appointment payment of remuneration anddischarge of their duties:

The Nomination & Remuneration Committee of the Company has formulated theNomination & Remuneration Policy on Director's appointment and remuneration includingthe criteria for determining qualifications positive attributes independence of adirector and other matters as provided under Section 178(3) of the Companies Act 2013.

The Nomination & Remuneration Policy is annexed hereto and forms part of thisreport as Annexure I.

Familiarization Programme for Board Members:

Your Company has formulated Familiarization Programme for all the Board members inaccordance with Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Schedule IV of the Companies Act 2013 whichprovides that the Company shall familiarize the Independent Directors with the Companytheir roles rights responsibilities in the Company nature of Industry in which theCompany operates business model of the Company etc. through various programs.

The Familiarization Programme for Board members may be accessed on the Company'swebsite at the link:

https://www.vardhman.com/user_files/investor/ familarisation.pdf

Annual Evaluation of the Board Performance:

The meeting of Independent Directors of the Company for the calendar year 2016 was heldon 15th November 2016 to evaluate the performance of Non-IndependentDirectors Chairperson of the Company and the Board as a whole.

The evaluation was done by way of discussions on the performance of the Non-Independent Directors Chairperson and Board as a whole and the minutes of the meeting wassubmitted to the Chairman of the Company.

A policy on the performance evaluation of Independent

Directors Board Committees and other individual Directors which includes criteria forperformance evaluation of non-executive directors and executive directors has beenformulated by the Company.

9. Key Managerial Personnel (KMP):

In compliance with provisions of Section 203 of the Companies Act 2013 following arethe KMPs of the Company as on 31st March 2017:

. Name Designation
1. S.P. Oswal Chairman & Managing Director
2. Rajeev Thapar Chief Financial Officer
3. Karan Kamal Company Secretary
Walia*

* Ms. Karan Kamal Walia Company Secretary resigned from the Company w.e.f. 11thMay2017 and Mr. Sanjay Gupta has been appointed as Company Secretary in her place w.e.f.

1st June 2017.

10. Number of Board Meetings:

During the year under review the Board met five

(5) times and the intervening gap between any two meetings was within the periodprescribed under Companies Act 2013. The details of Board Meetings are set out inCorporate Governance Report which forms part of this Annual Report.

11. Auditors and Auditors Report: Statutory Auditors:

M/s S.C. Vasudeva & Company the existing

Statutory Auditors of the Company have submitted Auditors' Report on the accounts ofthe Company for the accounting year ended 31st March 2017. The Auditors'Report is self-explanatory and requires no comments.

Further pursuant to Section 139 of the Companies Act 2013 and the Rules madethereunder it is mandatory to rotate the statutory auditors on completion of the maximumterm permitted under the said section. The Audit Committee of the Company has proposedand on 10th May 2017 the Board of Directors of the Company has recommendedthe appointment of Deloitte

Haskins & Sells LLP Chartered Accountants (Firm registration No.117366W/W-100018) (‘Deloitte') as the statutory auditors of the Company. Deloittewill hold office for a period of five consecutive years from the conclusion of 44thAnnual General Meeting till the conclusion of 49th Annual General Meetingsubject to the approval of the Members of the Company.

Secretarial Auditor:

M/s. B.K. Gupta & Associates Company Secretary in Practice were appointed asSecretarial Auditors of the Company by the Board of Directors of the Company in itsmeeting held on 9th May 2016 for the financial year 2016-17.

The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 asrequired under Section 204 of the Companies Act 2013 for the financial year ended 31stMarch 2017. This Report is self-explanatory and requires no comments. The Report formspart of this report as

Annexure II.

Cost Auditor:

The Board of Directors has appointed M/s Ramanath Iyer & Company Cost Accountants

New Delhi as the Cost Auditors of the Company to conduct Cost Audit of the Accountsfor the financial year ended 2017-18. However as per provisions of Section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 theremuneration to be paid to the Cost Auditors is subject to ratification by Members at theAnnual General Meeting. Accordingly the remuneration to be paid to M/s Ramanath Iyer& Company Cost Accountants New Delhi for financial year 2017-18 is placed forratification by the Members.

The Cost Auditor's Report for the Financial Year 2017-18 will be forwarded tothe Central Government as required under law.

12. Audit Committee & Vigil Mechanism:

Composition of Audit Committee:

The Audit Committee consists of Mr. Prafull Anubhai

Independent Director Dr. S.K. Bijlani Independent

Director Mr. Shravan Talwar Independent Director

Mr. D.B. Jain Independent Director Mr. A.K.

Kundra Independent Director and Mr. D.L. Sharma Director. Mr. Prafull Anubhai is theChairman of the Committee and Company Secretary of the Company is the Secretary of theCommittee. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

Pursuant to provisions of Section 177(9) of the Companies Act 2013 the Company hasestablished a "Vigil Mechanism" incorporating whistle blower policy in terms ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for employees andDirectors of the Company for expressing the genuine concerns of unethical behavioractual or suspected fraud or violation of the code of conduct by way of direct access tothe Chairman/ Chairman of the Audit Committee.

The Company has also provided adequate safeguards against victimization of employeesand Directors who express their concerns. The Policy on Vigil Mechanism and whistle blowerpolicy as approved by the Board may be accessed on the Company's website at thelink:http://www.vardhman.com/ userfiles/20b9bcdbd2cc01fde3e8e7d392d93573769de1941436265078.pdf.

13. Corporate Governance:

The Company has in place a system of Corporate

Governance. Corporate Governance is about maximizing shareholder value legallyethically and sustainably. A separate report on Corporate Governance forming part of theAnnual Report of the Company is annexed hereto. A certificate from the Auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thereport on Corporate Governance.

14. Corporate Social Responsibility (CSR): Vision & Core areas of CSR: YourCompany is committed to and fully aware of its Corporate Social Responsibility (CSR) theguidelines in respect of which were more clearly laid down in the Companies Act 2013. TheCompany's vision on CSR is that the Company being a responsible Corporate Citizen wouldcontinue to make a serious endeavor for a quality value addition and constructivecontribution in building a healthy and better society through its CSR related initiativesand focus on education environment health care and other social causes.

The Company has identified following focus areas for CSR:-

Promoting Education: Promoting education by setting up schools colleges etc. inorder to deliver high quality education besides augmenting infrastructure of existingeducational institutions. This may include initiatives like grant of scholarships to poor& meritorious students in our schools & colleges.

Preventive Healthcare: Providing Healthcare equipment and other facilities to localdispensaries and hospitals. This shall include augmenting infrastructure of suchfacilities.

Rural Development: Rural development centric CSR initiatives includingelectrification through solar power providing safe drinking water sanitation etc. Thismay include participation in Govt. run welfare projects in partnership with the privatesector.

Skill Enhancement with special emphasis on Women Empowerment: Focus on initiativesenabling functional literacy of women as also employment and livelihood enhancingvocational skills by imparting proper training.

Environment: Activities to protect the degradation of Environment includingpreservation of natural resources energy conservation recycling of waste productsreduction in emission of harmful pollutants improving fertility of land enhancement ofgreen cover etc.

Public Private Partnership Initiatives: The company shall also engage in CSRprojects which call for a public private partnership for undertaking rural development andhelping the underdeveloped community.

Any other project (as defined in Schedule VII of the Companies Act 2013) may alsobe taken up as and when considered necessary.

CSR Policy: The Corporate Social Responsibility (CSR) Policy of the Companyindicating the activities to be undertaken by the Company as approved by the Board maybe accessed on the Company's website at the link: https://www.vardhman.com/user_files/investor/CSR%20Policy%20final.pdf During the year the Company has spent `540.91 Lakhs on CSR activities.

The disclosures related to CSR activities pursuant to Section 134(3) of the CompaniesAct 2013 read with Rule 9 of Companies (Accounts) Rules 2014 and Companies (CorporateSocial Responsibility) Rules

2014 is annexed hereto and form part of this report as Annexure III.

15. Business Responsibility Report (BRR):

SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 mandate the inclusion of the BRR as part of the AnnualReport for top 500 listed entities based on market capitalization.

In compliance with the Listing Regulations we have integrated BRR disclosure into ourAnnual Report.

16. Dividend Distribution Policy (DDP):

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the top 500 listed companies are required to formulate a DDP.Accordingly a DDP was adopted to set out the parameters and circumstances that will betaken into account by the Board in determining the distribution of dividend to itsshareholders and/or retaining profits earned by the Company. The policy is enclosed as AnnexureIV to the Board's report and is also available on the Company's website at the link:https://www.vardhman.com/user_files/ investor/Dividend%20Policy.pdf

17. Risk Management:

The Risk Management Policy required to be formulated under the Companies Act 2013 andSEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015 has been dulyformulated and approved by the Board of Directors of the Company. The aim of riskmanagement policy is to maximize opportunities in all activities and to minimizeadversity. The policy includes identifying types of risks and its assessment riskhandling monitoring and reporting which in the opinion of the Board may threaten theexistence of the Company.

The Risk Management policy may be accessed on theCompany'swebsiteatthelink:http://www.vardhman. com/user_files/a4c0a8b00e407cd507553ea7db7f06e89de1272a1436265025 .pdf.

18. Internal Financial Controls & Its Adequacy:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

A report on the Internal Financial Controls under clause (i) of sub-section 3 ofsection 143 of the Companies Act 2013 as given by the Statutory Auditors of the Companyforms part of Independent Auditor's Report on Standalone Financial Statements as AnnexureB and to the Independent Auditor's

Report on Consolidated Financial Statements as

Annexure A.

19. Particulars of Contracts or Arrangements made with Related Parties:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance with the provisions of Regulation 23 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable .

The Policy on dealing with related party transactions as approved by the Board may beaccessed on the Company's website at the link: http://www.vardhman.com/user_files/96c45534e3ab096d9bc682f8eebade 0344f915151436264609.pdf.

Your Directors draw attention of the Members to Note 45 to the standalone financialstatement which sets out related party disclosures.

20. Particulars of Loans Guarantees or Investments made under Section 186 of theCompanies

Act 2013:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 4 5 9 and 12 to the standalone financial statement).

21. Conservation of Energy Technology Absorption

Foreign Exchange Earnings and Outgo:

Energy conservation continues to be an area of major emphasis in our Company. Effortsare made to optimize the energy cost while carrying out the manufacturing operations.Particulars with respect to conservation of energy and other areas as per Section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 areannexed hereto and form part of this report as

Annexure V.

22. Annual Return:

The extracts of Annual Return pursuant to the provisions of Section 92 134 and Rule 12of the Companies (Management and Administration)

Rules 2014 for the financial year 2016-17 in Form MGT-9 is annexed hereto and formpart of this report as Annexure VI.

23. Human Resources /Industrial Relations:

Human resource is considered as the most valuable of all resources available to theCompany. The Company continues to lay emphasis on building and sustaining an excellentorganization climate based on human performance. The Management has been continuouslyendeavouring to build high performance culture on one hand and amiable work environment onthe other hand. During the year the Company employed around 21206 employees on permanentrolls.

Pursuit of proactive policies for industrial relations has resulted in a peaceful andharmonious situation on the shop floors of the various plants.

24. Particulars of Employees and Related Disclosures:

The disclosures in respect of managerial remuneration as required under section 197(12)read with Rule 5(1) of the Companies (Appointment

& Remuneration of Managerial Personnel) Rules 2014 is annexed hereto and form partof this report.

A statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in Rule 5 (2) and 5 (3) of Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed hereto andform part of this report.

In terms of section 197(14) of the Companies Act 2013 the Company does not have anyHolding Company. However the details regarding remuneration or commission received fromsubsidiary company by any Managing or Whole

Time Director is annexed hereto and form part of this report.

All the above details are provided in Annexure VII.

25. Material Changes and Commitment if any affecting the Financial Position of theCompany occurred between the end of the Financial Year to which this Financial Statementsrelate and the date of the Report:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.

26. Directors Responsibility Statement:

Pursuant to the provisions of Section 134 (5) of the

Companies Act 2013 the Board hereby submit its responsibility Statement:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with the proper explanation relating to material departures;

b. appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017and of the profit o f the Company for the year ended on 31st March 2017;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the Internal financial controls has been laid down to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

f. a proper system has been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

27. General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

4. No change in nature of Business of Company.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013.

Buyback of Securities:

During the year the Company had bought back and extinguished 6260869 Equity sharesof ` 10/- each at a price of ` 1150 per share. The paid-up capital of the Company postbuyback is ` 573910100.

Vardhman Textiles Limited Employee Stock Option Plan 2016:

The Board of Directors in its meeting held on 9thMay2016approvedintroductionofanequitybased compensation scheme called "Vardhman Textiles Limited Employee Stock OptionPlan 2016" for its eligible employees subject to approval of Members of the Companyin the 43rd Annual General Meeting. The Board has delegated necessary power tothe Nomination and Remuneration Committee to implement and administer the Plan onceapproved by the shareholders of the Company. Accordingly the Nomination and RemunerationCommittee of the Company has granted 614000 Options out of a total of 636518 Optionstill date.

28. Acknowledgment:

Your Directors are pleased to place on record their sincere gratitude to theGovernment Financial Institutions Bankers Business Constituents and Shareholders fortheir continued and valuable co-operation and support to the Company and look forward totheir continued support and cooperation in future too.

They also take this opportunity to express their deep appreciation for the devoted andsincere services rendered by the employees at all levels of the operations of the Companyduring the year.

for and on behalf of the Board
Place : Ludhiana (S.P. Oswal)
Dated : 11th August 2017 Chairman & Managing Director