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    Director Report
Change Company Name
Vardhman Acrylics Ltd
Textiles - Manmade
BSE Code 531106 ISIN Demat INE116G01013 Book Value 28.97 NSE Symbol VARDHACRLC Dividend Yield (%) 3.82 Market Cap ( Cr.) 421.19 P/E 25.08 EPS 2.09 Face Value 10

Dear Members,

The Directors of your Company have pleasure in presenting their 34th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31st March, 2024 is as under:

( Rs in Lakhs)

PARTICULARS 2023-24 2022-23
Revenue from operations (Net) 29,747.87 42,666.45
Other Income 1,402.72 1,279.36
Profit before Depreciation, Interest & Tax (PBDIT) 2,726.73 4,887.81
Interest and Financial expenses 28.67 29.42
Profit before Depreciation and Tax (PBDT) 2,698.06 4,858.39
Depreciation 563.00 548.58
Profit before Tax (PBT) 2,135.06 4,309.81
Provision for Tax - Current 406.37 1,084.01
- Deferred Tax (Net of Adjustment) (24.87) (59.99)
- Total tax expenses 381.50 1,024.02
Profit after tax (PAT) 1,753.56 3,285.79
Other Comprehensive Income 17.78 17.71
Total Comprehensive Income for the period 1,771.34 3,303.50
Earnings per share (H)
- Basic 2.18 4.09
- Diluted 2.18 4.09

2. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as under:

A. ACRYLIC FIBER INDUSTRY - GLOBAL AND INDIAN PERSPECTIVE:

Global consumption of acrylic fiber is estimated to have dropped by about 10% in CY 2023 over the previous year. Russia - Ukraine conflict and Israel - Hamas conflict are leading to uncertainty as well as disturbance in supply-chain and prices of commodities causing volatility.

Europe continues to suffer from economic slowdown. Inflation in Europe is coming down but remains above tolerance level of European central bank. Interest rates in Europe and USA are still higher than comfortable level and central banks do not seem to be getting an opportunity to reduce them. Over purchase of woolens in 2022 in Europe due to concern about disturbance in availability of natural gas for heating has dampened demand of woolens in 2023 which has in-turn led to drop in consumption of acrylic fiber. Over capacity due to lower sale has led to dumping of acrylic fiber especially by producers in Asia.

Consumption of acrylic fiber in India dropped by over 5% in FY 2023-24. Consumption is however, within the consumption band of last few years. Trend of acrylic fiber consumption in India has been better than rest of the world because of better domestic economic conditions than many of the developed countries. However, large export of acrylic fiber at low prices to India has resulted in squeeze in margins of Indian acrylic fiber producers.

Main factors affected performance of your company in FY 2023-24 were large exports of acrylic fiber to India at low prices resulting in drop in margins of the Company to compete with imports as well as loss of volume of sales. Lower volume of sales resulted in lower capacity utilisation and, therefore, higher costs. Higher cost acrylonitrile remained in stock longer due to drop in production adversely affected manufacturing costs.

Acrylonitrile, the major raw material for manufacture of acrylic fiber is a derivative of crude oil. Crude oil prices during the year have been very volatile mainly due to geopolitical reasons. As a result, the prices of acrylonitrile have also been fluctuating during the year. The difference between highest and lowest rate of acrylonitrile has been over 40% during the year. Availability of acrylonitrile has improved due to regular capacity additions in China over last few years and more capacity additions are planned to go on stream in next year. This is helping keeping a check on acrylonitrile prices and is favorable for growth of acrylic fiber demand.

B. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

PRODUCTION & SALES REVIEW:

Your Company has achieved a turnover of H 29,747.87 lakhs against a turnover of H 42,666.45 lakhs in the previous year. After providing for depreciation of H 563.00 lakhs

(previous year H 548.58 lakhs) and provision for current tax of H 406.37 lakhs (previous year H 1,084.01 lakhs), deferred tax of H (24.87) lakhs (previous year H (59.99) lakhs), Profit after Tax after considering Other Comprehensive Income of the Company is H 1,771.34 lakhs as against H 3,303.51 lakhs in the previous year.

RESOURCE UTILIZATION: (a) Fixed Assets:

The gross fixed assets (including work in- progress) as at March 31, 2024 were H 8,748.37 lakhs as compared to H 8,600.45 lakhs in the previous year.

(b) Current Assets:

The current assets as on March 31, 2024 were H 18,073.16 lakhs as against H 19,895.83 lakhs in the previous year. Inventory level was at H 7,495.39 lakhs as against H 8,328.31 lakhs in the previous year.

FINANCIAL CONDITIONS & LIQUIDITY:

Management believes that the Company's liquidity and capital resources should be sufficient to meet its expected working capital needs and other anticipated cash requirements. liquidity and capital resources The position of of the Company i s given below:-

(Rs in lakhs)

PARTICULARS 2023-24 2022-23
Cash & cash equivalents:
Beginning of the year 65.69 146.55
End of the year 79.12 65.69
Net cash provided/ (used)
by:
Operating Activities 760.44 3,852.67
Investing Activities 1,203.25 (3,673.26)
Financial Activities (1,950.26) (260.28)

C. BUSINESS OUTLOOK

Moderating inflation, sustained GDP growth and forecast of above normal monsoon are likely to support acrylic fiber consumption in the country. However, export of acrylic fiber from India is likely to remain a challenge due to expectation of subdued demand in Europe and increasing surplus capacity of acrylic fiber globally.

One acrylic fiber manufacturing plant each in Japan and Germany closed down during the year due to economic reasons and a producer in Turkey increased its capacity. Further capacity additions are expected in China in current and next year. Global acrylic fiber demand is not expected to increase and therefore, rationalization of more acrylic fiber capacity specially in Asia is quite likely. Large volumes of exports at low price continue to be made to India and this will continue to put pressure on margins of Indian acrylic fiber manufactures.

D. MAJOR RISK AND AREA OF CONCERN

Increasing geopolitical issues, crude oil production cut by OPEC + Block, stagflation and high interest rates in US and Europe are some of the major concern areas globally. However, there are signs of global energy prices remaining range bound at slightly softer level but will still remain a concern as India imports a large volume of crude oil for its domestic consumption. Continued exports of low priced acrylic fiber to India are also a major concern alongwith climate change which may result in warmer and shorter winter affecting acrylic fiber consumption globally.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has adopted a strong and well-designed Internal Audit to review all systems, processes and controls of the Company. The Company reviews its Systems and Processes periodically to assess their robustness and sufficiency in view of business requirements, best industry practices, corporate governance, statutory compliances, controls and audit purpose. This is supplemented by Self Audits and Internal Audit to identify areas that might need further review and attention of Senior Management. Recommendations of Internal and Statutory Auditors are viewed as an opportunity to look at our system from an independent view. Senior management of your company is committed to make the operations system driven so as to minimise chances of deviations and taking timely corrective actions.

F. INTERNAL FINANCIAL CONTROL:

Your Company is committed to ensure not only compliances to all statutory requirements but also have requisite internal control aligned with best and sound industry practices. Compliance to statutory requirements is monitored on monthly basis. The monitoring system and software are regularly updated to keep them in sync with current statutory provisions. External consultants of repute are also engaged towards this end. No reportable material weakness in the design or operation was observed during the year.

G. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS:

Your company is committed to development of its human resource by providing the team members opportunities to learn, contribute and grow. Well-structured programmes are adopted to provide learning and development opportunities to team members. Innovation and out-of-box thinking are encouraged and promoted through organisational support. Deep involvement and participation of team members as cohesive teams for trouble shooting and identifying opportunities for improvement are promoted. During the year there was industrial peace and harmony in the company. The Company employed on average 326 persons on the rolls of the company.

H. SUMMARY OF KEY FINANCIAL RATIOS

PARTICULARS 2023-24 2022-23 % Change
Debtors Turnover Ratio (Days)1 18.2 10 82
Inventory Turnover (Days)2 97.1 68.50 42
Current Ratio (Times) 2.33 2.23 4
Debt Equity Ratio (Times)3 0.005 0.001 400
Interest Coverage Ratio (Times)4 82.43 147.47 -44
EBIDTA Margin (%) 9.17 11.46 -20
Net Profit Margin (%) 5.89 7.70 -24
Return on Net Worth (%)4 7.22 13.39 -46

1. The increase in mainly account of higher sales on irrevocable LCs in the current financial year.

2. The increase is mainly on account of lower revenue from operations & fluctuating market conditions in the current financial year. 3. The increase is mainly on account of increase in short term borrowings.

4. The decrease is mainly on account of lower earnings in the current financial year.

3. DIVIDEND:

The Board of Directors in its meeting held on 4th May,

2024 has recommended dividend of 2/- per share on the fully paid-up Equity Shares of the Company.

4. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with IEPF Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government after the completion of seven years from the date of transfer to the Unpaid Dividend Account of the Company. The unclaimed or unpaid dividend relating to the Financial Year 2016-17 is due for remittance in the month of November, 2024 to the Investor Education and Protection Fund established by

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. The Company has sent notice to all shareholders whose shares are due to be transferred to the IEPF Authority and has also published requisite advertisement in the newspapers n this regard.i

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

5. CONSOLIDATED FINANCIAL STATEMENT:

As your Company does not have any subsidiary, associate or joint venture Company, therefore, the provisions of Companies Act, 2013 and Indian Accounting Standards (Ind AS) 110, 111, 112 in relation to consolidation of accounts do not apply.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary/ material subsidiary, associate or joint venture Company.

7. DIRECTORS:

Liable to retire by rotation: In accordance with the provisions of the Articles of Association of the Company, Mr. Shri Paul Oswal and Mr. Sachit Jain, Directors of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommended their appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Cessation from Directorship: During the year, under review:

Mrs. Apinder Sodhi ceased to be Director of the Company w.e.f. 1st November, 2023 on completion of her second term of appointment.

Mr. Bal Krishan Choudhary ceased to be the Managing Director of the Company from the close of business hours on 31st March, 2024.

Appointment of Directors: During the year under review:

- Mr. Sandeep Kapur was appointed as an Additional Director (Independent) on the Board of the Company for a term of consecutive five (5) years w.e.f. 1st August, 2023. His appointment as an Independent

Director was further approved by the Members of the Company in their Annual General Meeting held on 30th September, 2023;

- Mr. Sanjeev Jain was appointed as an Additional Director (Independent) on the Board of the Company for a term of consecutive five (5) years w.e.f. 1st November, 2023. His appointment as an Independent Director was further approved by the Members of the Company vide their resolution dated 24th December, 2023 passed through Postal Ballot.

- Mr. Vivek Gupta was appointed as Whole Time Director of the Company for a term of five (5) years w.e.f. 1st November, 2023. His appointment was further approved by the Members of the Company vide their resolution passed through Postal Ballot on 24thDecember, 2023.

Declaration by Independent Directors:

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

Your Board confirms that in its opinion the Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (IICA) as notified by the Central Government under Section 150(1) of the Companies Act, 2013andshallundergoonlineproficiencyself-assessment test, if applicable, within the time prescribed by the IICA.

Familiarization Programmes for Board Members:

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

The Familiarization Programme for Board members may be accessed on the Company's website at the link: https:// www.vardhman.com/Document/Report/Company%20 Information/Policies/Vardhman%20Acrylics%20Ltd/

Familisation_program_for_Board_Members.pdf

Annual Evaluation of the Board Performance:

The Meeting of Independent Directors of the Company for the Financial Year 2023-24 was held on 23rd March, 2024 to evaluate the performance of the Non-Independent Directors, Chairman 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, Chairman and Board as a whole.

A policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors has been formulated by the Company.

8. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Policy of the Company has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and may be accessed on the website of the Company at the link https://www. vardhman.com/Document/Report/Company%20 Information/Policies/Vardhman%20Acrylics%20Ltd/

Nomination_and_Remuneration_Policy.pdf. As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are as under:

a) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommending to the Board their appointment and removal.

b) Formulating the criteria for determining qualifications, positive attributes and independence of a Director and evaluating the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director.

c) Recommending to the Board, policy relating to remuneration of Directors (Whole time Directors, Executive Directors etc.), Key Managerial Personnel and other employees while ensuring the following:

i. That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.

ii. That relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

iii. That remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate of the working of the Company and its goals.

d) Formulating the criteria for evaluating performance of Board and all the Directors.

e) Devising a policy on diversification of Board.

f) Determining whether to extend or continue the term of appointment of the independent director on the basis of the report of performance evaluation of independent directors.

g) Recommending to the Board remuneration payable to Senior Management.

9. KEY MANAGERIAL PERSONNEL (KMP):

In compliance with the provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2024:

Name Designation
1. Bal Krishan Choudhary Managing Director
2. Vivek Gupta* Whole Time Director
3. Raish Shaikh** Chief Financial Officer
4. Satin Katyal Company Secretary

* During the year, Mr. Vivek Gupta was elevated as Whole Time Director of the Company with effect from 1st November, 2023 pursuant to approval of Members resolution passed through Postal Ballot on 24thDecember, 2023.

**Mr. Raish Shaikh was appointed by the Board of Directors of the Company as Chief Financial Officer of the Company with effect from 1stNovember, 2023.

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 period prescribed under the Companies Act, 2013. The details of Board Meeting are set out in

Corporate Governance Report which forms part of this Annual Report.

11. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

At the 32nd Annual General Meeting held on 30th

September, 2022, M/s. SCV & CO. LLP. (Formerly

S.C. Vasudeva & Co.), Chartered Accountants (Firm

Registration no. 000235N/ N500089) were re-appointed as Statutory Auditors of the Company for a second term of five (5) consecutive years starting from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting.

Further, the Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended 31st March, 2024.

This Auditors' Report is self-explanatory and requires no comments.

Secretarial Auditor:

M/s Ashok K. Singla & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in its meeting held on 28th April, 2023 for the Financial Year 2023-24.

The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the Financial Year ended 31st March, 2024. This Report is self-explanatory and requires no comments. The Report forms part of Directors' Report as Annexure I.

Cost Auditor:

The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of the Companies Act, 2013.

The Board of Directors has appointed Mr. R.A. Mehta, Practising Cost Accountant, as the Cost Auditor of the Company to conduct Cost Audit of the Accounts for the financial year 2024-25. However, as per provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the remuneration to be paid to the Cost Auditor is subject to ratification by Members at the Annual General Meeting. Accordingly, the remuneration to be paid to Mr. R.A. Mehta, Practising Cost Accountant, for financial year 2024-25 is placed for ratification by the Members.

12. AUDIT COMMITTEE:

Composition of Audit Committee:

The Audit Committee consists of three Independent directors i.e. Mr. Anil Kumar, Ms. Parakh Oswal and Mr. Sanjeev Jain, Independent Directors. Mr. Anil Kumar is the Chairman of the Committee and Company Secretary of the Company is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

13. VIGIL MECHANISM & SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Vigil Mechanism:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating Whistle Blower Policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee.

The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company's website at the link: https://www. vardhman.com/Document/Report/Company%20 Information/Policies/Vardhman%20Acrylics%20Ltd/

Vigil_Mechanism_Policy.pdf

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

14. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clauses of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Corporate Governance.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Vision & core areas of CSR: Your Company is committed to and fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the Companies Act, 2013. The Company's vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality value addition and constructive contribution in building a healthy and better society through its CSR related initiatives and focus on education, environment, health care and other social causes.

CSR Policy: The Corporate Social Responsibility (CSR) Policy of the Company indicating the activities to be undertaken by the Company, as approved by the Board, may be accessed on the Company's website at the link:

https://www.vardhman.com/Document/ Report/Company%20Information/Policies/ Vardhman%20Acrylics%20Ltd/Corporate_Social_

Responsibility_Policy.pdf

During the year, the Company has spent 110.02 lakhs on CSR activities. Out of this, an amount of H 82.20 lakhs pertains to FY 2023-24.

The disclosures related to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 are annexed hereto and forms part of this report as Annexure II.

16. RISK MANAGEMENT:

The Risk Management Policy required to be formulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

The Risk Management Policy may be accessed on the Company's website at the link: https://www.vardhman. com/Document/Report/Company%20Information/ Policies/Vardhman%20Acrylics%20Ltd/Risk_

Management_Policy.pdf

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, BRSR is available on the Company's website at the link:

https://www.vardhman.com/Document/Report/ Compliances/BRR/Vardhman%20Acrylics%20Ltd/

BRSR_2023-24.pdf

18. INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY:

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

A report on the Internal Financial Controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013, as given by the Statutory Auditors of the Company forms part of Independent Auditor's Report on Financial Statements as Annexure B.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The particulars of Contracts or Arrangements made with related parties as required under Section 134(3) (h) of the Companies Act, 2013 in specified form AOC-2 forms part of Directors' Report as Annexure III.

The Policy on dealing with related party transactions as approved by the Board may be accessed on the

Company's website at the link: https://www.vardhman. com/Document/Report/Company%20Information/ Policies/Vardhman%20Acrylics%20Ltd/Related_Party_

Transactions_Policy.pdf

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 4, 5, 9 and 12 to the financial statements).

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed hereto and forms part of this report as Annexure IV.

22. ANNUAL RETURN:

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company at the link: www.vardhman.com

23. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

Human resource is considered as the most valuable of all resources available to the Company. The Company continues to lay emphasis on building and sustaining an excellent organization climate based on human performance. The Management has been continuously endeavoring to build high performance culture on one hand and amiable work environment on the other hand.

During the year, the Company employed around 326 employees on permanent rolls.

24. PARTICULARSOFEMPLOYEESANDRELATED

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, are annexed hereto and forms part of this report. A statement showing the names and other particulars of the employees drawing remuneration 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 and forms part of this report.

In terms of Section 197(14) of the Companies Act, 2013, the details regarding remuneration or commission received from any holding or subsidiary Company by any Managing or Whole Time Director are annexed hereto and forms part of this report. All the above details are provided in Annexure V.

25. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of the report.

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Board, hereby submits its responsibility Statement:

a. In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

b. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on 31st March, 2024;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

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

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

f. Proper systems have been devised to ensure compliance with the provisions of all applicable 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 the following items as there were no transaction 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. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Change in nature of Business of the Company.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. There was no instance of one time settlement with any Bank or Financial Institution.

28. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers, Business Constituents and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too.

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

FOR AND ON BEHALF OF THE BOARD
Sd/-
Place: Ludhiana (S.P. Oswal)
Dated: 4th May, 2024 Chairman

   

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