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Directors Report

Dear Members,

The Directors of your Company have pleasure in presenting their 28th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the year ended March 31, 2018.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31st March, 2018 is as under:-

(Rs in Lakhs)

PARTICULARS 2017-18 2016-17
Revenue from operations (Net) 32,696.66 36,842.96
Other Income 2,056.29 2,452.67
Profit before Depreciation, 5,204.85 6,211.08
Interest & Tax (PBDIT)
Interest and Financial expenses 73.06 36.13
Profit before Depreciation and 5,131.79 6,174.95
Tax (PBDT)
Depreciation 472.64 460.62
Profit before Tax (PBT) 4,659.15 5,714.33
Provision for Tax - Current 1,449.17 1,632.29
- Deferred Tax (Net of (647.26) (28.48)
Adjustment)
- MAT Credit Entitlement 801.91 1,603.81
Profit after tax (PAT) 3,857.24 4,110.52
Other Comprehensive Income (9.68) (11.38)
Total Comprehensive Income 3,847.56 4,099.14
for the period
Earnings per share (Rs)
- Basic 4.80 4.45
- Diluted 4.80 4.45

2. MANAGEMENT DISCUSSION 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:

The year 2017-18 was quite eventful on energy front. Crude oil prices that were around US$ 52/barrel in April 2017 touched US$ 68/barrel by end of March 2018. This could happen because of the production cut agreement between OPEC and Russia continuing rather successfully and geo-political conditions between USA and Iran, Syria & North Korea. Major disruption in Texas and Huston, world's largest Acrylonitrile (major raw material for acrylic fiber) (ACN) production center following hurricane Harvey in

August 2017 and good demand from ABS, Adiponitrile and Acrylamide, the other derivatives of ACN kept rates of ACN at higher level. Availability situation was made worse by shutting down of some production capacity of ACN in China following Chinese Government decisions to implement tighter environment norms. Some of these plants are still shut with no reopening schedule in public domain. A new ACN plant that was scheduled to be commissioned towards end of 2017 in China is still awaiting environmental clearance. Demand for acrylic fiber in China and globally was practically same to slightly lower as the previous year. However, additional acrylic fiber capacities installed in China in 2015 & 2016 continued to focus on increased exports. Implementation of GST disturbed normal market activities for almost 3-4 month in India. Different segments of market responded differently in adapting to the requirements under GST regime. Market could come largely to terms by December 2017. This caused extreme level of uncertainty in the market and anxiety to acrylic fiber producers.

An increase has been noticed in low cost imports of acrylic fiber from few European, South American and Asian countries since 2016 and the same still continues. It is only adding to the woes of domestic acrylic fiber producers already severally affected by global events. Margins were adversely affected during the year due to combination of these domestic and global reasons.

B. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

PRODUCTION & SALES REVIEW:

During the year under review, your Company has registered Revenue from Operations of Rs 32,696.66 Lakhs as compared to Rs 36,842.96 Lakhs in the previous year. The production of the Company increased from 19,743 MT to 20,674 MT during the year 2017-18 showing an increase of 4.71%.

PROFITABILITY:

The Company earned profit before depreciation, interest and tax of Rs 5,204.85 Lakhs as against Rs 6,211.08 Lakhs in the previous year. After providing for depreciation of Rs 472.64 Lakhs (Previous Year Rs 460.62 Lakhs), interest of Rs 73.06 Lakhs (Previous Year Rs 36.13 Lakhs), provision for current tax Rs 1,449.17 Lakhs (Previous Year Rs 1,632.29 Lakhs), deferred tax Rs (647.26) Lakhs [Previous Year Rs (28.48) Lakhs], the net profit from operations worked out to Rs 3,857.24 Lakhs as compared to Rs 4,110.52 Lakhs in the previous year. The Reserves available for payment of Dividend was Rs 18,557.49 Lakhs. Out of these reserves, Dividend @ Rs 1.50 per equity share amounting to Rs 1,205.46 Lakhs and Dividend Distribution Tax of Rs 245.40 Lakhs was paid.

RESOURCES UTILISATION:

a) Fixed Assets:

The Net Block as at 31st March, 2018 was Rs 5,472.40 Lakhs as compared to Rs 5,768.76 Lakhs in the previous year.

b) Current Assets:

The current assets as on 31st March, 2018 were Rs 22,716.44 Lakhs as against Rs 34,173.39 Lakhs in the previous year. Inventory level was at Rs 5,246.52 Lakhs as compared to the previous year level of Rs 7,943.79 Lakhs.

FINANCIAL CONDITIONS & LIQUIDITY:

The Company enjoys a rating of "AA/Stable" from Credit Rating Information Services of India (CRISIL) for long term borrowings and "A1+" for short term borrowings respectively. 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. The position of liquidity and capital resources of the Company is given below:(Rs in Lakhs)

PARTICULARS 2017-18 2016-17
Cash and Cash
equivalents:
Beginning of the year 905.95 56.84
End of the year 409.30 905.95
Net cash provided
(used) by:
Operating Activities 293.66 4,216.36
Investing Activities 669.60 2,962.72
Financial Activities (1459.91) (6,329.97)

C. BUSINESS OUTLOOK:

Industry and businesses seem to have adapted to GST. India clocked a GDP growth of 6.6-6.7% in 2017-18. This is a very healthy number when compared with 6.9% for China and 3.8% for world in 2017 despite the expected initial disturbance due to GST implementation in this fiscal. Forecasted GDP growth for India for FY 2018-19 is 7.3% by World Bank, 7.4% by IMF and 7.4% by RBI. It is higher than that for China at 6.6% and 3.9% for World in 2018. Consumer price inflation in India has steadily come down to 4.28%. Manufacturing and services sectors have already started showing good growth in last few months. Increase in domestic demand is likely to spur investments in manufacturing sector in the country. At macro level, uncertainty on account of global economic factors like US interest rates still remain.

Emphasis of the Government on increasing rural incomes is a positive for acrylic fiber industry in medium and long term.

However, high crude oil prices especially any further increase from current level can adversely affect the disposable income of large part of country's population and in turn impact acrylic fiber demand like many other products with relatively elastic demand. Cheap imports from few countries as already mentioned above and from some other countries despite imposition of Anti-Dumping Duty are a big concern as they are affecting both volume and margins of Indian acrylic fiber producers.

D. MANAGEMENT PERCEPTION OF RISK & CONCERNS:

High input cost mainly due to higher crude oil prices, competition from overseas acrylic fiber suppliers who are facing declining demand in their own countries or losing export markets to competitors, substitution by cheaper products like polyester though not equivalent in quality and functional terms but a lot cheaper are the risks that Indian AF industry is currently faced with or anticipates. Inflation is under check and is in favour of acrylic fiber consumption. A good monsoon can give impetus to acrylic fiber demand and poor monsoon work against it. Depreciation of Indian Rupee will make acrylic fiber expensive.

E. INTERNAL CONTROL SYSTEMS AND ITS

ADEQUACY:

The Company has adopted a strong and well-designed Internal Audit to review all systems, processes and controls of the Company to ensure following best industry practices, compliance with internal systems & procedures and statutory requirements. This is supplemented by Statutory Audits as well as Self Audits done periodically. Senior management of your company is committed to make the operations system driven and transparent so as to minimise chances of deviations and timely action.

F. INTERNAL FINANCIAL CONTROL:

The Company has in place requisite and adequate controls for financial matters to ensure all compliances -internal as well as statutory. The systems related to these matters are regularly reviewed and updated to keep them in sync with changing times. During the year, no reportable material weakness in the design or operation was observed.

G. MATERIAL DEVELOPMENTS IN HUMAN

RESOURCES/INDUSTRIAL RELATIONS:

The development of human resource through systematic training, building of congenial work environment, installing culture of ownership and promotion of innovative thinking and approach have always received utmost attention and focus in your company.

Your company has been continuously endeavoring on strengthening culture of team work and commitment to excellence. The industrial relations remained cordial during the year.

The Company employed 306 persons as on March 31, 2018.

3. DIVIDEND:

The Board of Directors in its meeting held on 3rd May, 2018 has recommended a dividend of Rs 2.00/- per share on the fully paid up Equity Shares of the Company.

4. CONSOLIDATED FINANCIAL STATEMENT:

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

5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

6. DIRECTORS:

Liable to retire by rotation: In accordance with the provisions of the Articles of Association of the Company, Mr. Darshan Lal Sharma, Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommended his appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Additional Director (Independent): Ms. Apinder Sodhi was appointed as an Additional Director (Independent) w.e.f. November 1, 2017 and holds office upto the forthcoming AGM of the Company. Necessary resolution for appointment of Ms. Apinder Sodhi as an Independent Director has been included in the Notice.

Cessation from Directorship: During the year, Ms. Geeta Mathur ceased to be a Director of the Company as her term of appointment expired on September 22, 2017.

Continuation of Non-Executive Directors: Pursuant to the provisions of Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended vide SEBI (Listing Obligation and Disclosure Requirements) (Amendment) Regulations, 2018, Special Resolution has been proposed to be passed by the Members in the ensuing Annual General Meeting for continuation of directorships of those non-executive directors who are above the age 75 years viz Mr. Shri Paul Oswal and Mr. Munish Chandra Gupta.

Declaration under Section 149(6):

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.

Company's Policy relating to Directors' appointment, payment of remuneration and discharge of their duties:

The Nomination & Remuneration Committee of the Company has formulated the Nomination & Remuneration Policy on Directors' appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Nomination & Remuneration Policy is annexed hereto and form part of this report as Annexure I.

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/user_files/investor/VAL_Familisation %20program.pdf Annual Evaluation of the Board Performance:

The Meeting of Independent Directors of the Company for the Calendar Year 2017 was held on November 1, 2017 to evaluate the performance of 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 have been formulated by the Company.

. KEY MANAGERIAL PERSONNEL (KMP):

In compliance with provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2018:

Sr. No. Name Designation
1. B. K. Choudhary Managing Director
2. Vivek Gupta Chief Financial Officer
3. Ankur Gauba Company Secretary

8. NUMBER OF BOARD MEETINGS:

During the year under review, the Board met Four (4) 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 form part of this Annual Report.

9. AUDITORS AND AUDITORS' REPORT: Statutory Auditors:

M/s. SCV & CO. LLP. (Formerly S.C.Vasudeva & Co.), Chartered Accountants (Registration no.000235N/ N500089) were appointed as Statutory Auditors of the Company by the Members for a term of five consecutive years starting from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company (subject to ratification of their appointment at every AGM). However, pursuant to the Companies (Amendment) Act, 2017 which was notified on May 7, 2018, the provision related to ratification of appointment of auditors by Members at every AGM has been done away with.

The report of the Statutory Auditors along with the Notes to Schedules forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.

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 May 3, 2017 for the financial year 2017-18.

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 March 31, 2018. This Report is self-explanatory and requires no comments. The Report forms part of Directors' report as

Annexure II. Cost Auditor:

The Company is maintaining the Cost Records, as specified by the Central Government under section148(1) of Companies Act, 2013.

The Board of Directors has appointed Mr. R.A. Mehta, Practicing Cost Accountant, as the Cost Auditor of the Company to conduct Cost Audit of the Accounts for the financial year 2018-19. 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 Auditors is subject to ratification by members at the Annual General Meeting. Accordingly, the remuneration to be paid to Mr. R.A. Mehta, Practicing Cost Accountant, for financial year 2018-19 is placed for ratification by the members.

10. AUDIT COMMITTEE:

Composition of Audit Committee:

The Audit Committee consists of Mr. S.P. Singh, Mr. M.C. Gupta, Independent Directors and Mr. D.L. Sharma, Director. Mr. S.P. Singh 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.

11. VEGIL MECHANISM & SEXUAL HARASMENT 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/user_files/investor/342a7263db1c05444c897e9056f 0e1d9707cda151436265916.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 cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

12. 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 Auditors of the Company 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.

13. 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/user_files/investor/61a990114df67d8501b 530691cbe89070be539571436265843.pdf

During the year, the Company has spent Rs 34.11 Lakhs on CSR activities.

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 form part of this report as Annexure III.

14. RISK MANAGEMENT:

The Risk Management Policy required to be formulated under the Companies Act, 2013 and 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/user_files/investor/8c586426f23ba3ac0445c849743b 72c67c19d6fd1436265890.pdf 15. INTERNAL FINANCIAL CONTROLS:

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.

16. 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 are covered under Note No. 36 to the financial statement, which is set out for related party transactions.

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/user_files/ investor/1c9ec9e9c9ce1b5b82aef9485050628bbd40d 5551436265865.pdf 17. 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 4,5,6,7 and 9 to the financial statement).

18. 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 form part of this report as Annexure IV.

19. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013 substituted by Companies (Amendment) Act, 2017 w.e.f. July 31, 2018 the web address of the extract of Annual Return of Company is https://www.vardhman.com/ user_files/investor/VAL%20MGT-9.pdf.

20. 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 306 employees on permanent rolls.

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

21. 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 are annexed hereto and form 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) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not required to be given in case of your Company as none of the employees have received salary specified in these limits.. 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 form part of this report.

All the above details are provided in Annexure V.

22. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:

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

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to 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 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 March 31,2018 and of the profit of the Company for the year ended on March 31, 2018; 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.

24. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following 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. 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. Transfer of unclaimed/unpaid Dividend to Investor Education and Protection Fund.

5. Change in nature of Business of Company.

25. 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 cooperation 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 : Gurugram (S.P. Oswal)
Dated : August 4, 2018 Chairman

   

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