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Directors Report of Vardhman Holdings Ltd.

Mar 31, 2023

The Directors of your Company have pleasure in presenting their 59^th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31^st March, 2023 is as under:-

			(Rs. in Lakhs)
Particulars	Standalone		Consolidated \|
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations (Net)	588.45	11,497.71	588.45	3,308.95
Other Income	188.17	185.46	188.17	185.46
Income from Associates	-	-	22,153.14	42,760.92
Profit before Depreciation, Interest & Tax (PBDIT)	339.68	11,375.72	22,492.82	45,947.89
Interest and Financial expenses	-	-	-	-
Profit before Depreciation and Tax (PBDT)	339.68	11,375.72	22,492.82	45,947.89
Depreciation	0.72	0.77	0.72	0.77
Profit before Tax (PBT)	338.96	11,374.96	22,492.10	45,947.12
Provision for Tax - Current	347.67	2,725.35	347.67	2,725.35
- Deferred Tax	(698.83)	313.95	(698.83)	313.95
-MAT Credit Entitlement	-	-	-	-
Profit after tax (PAT)	690.12	8,335.66	22,843.26	42,907.82
Other Comprehensive Income	7,722.07	4,356.18	7,802.67	4,356.18
Total Comprehensive Income	8,412.19	12,691.84	30,645.93	47,264.00
Balance brought forward	56,810.45	45,945.32	2,55,056.79	2,09,619.50
Profit available for appropriation	8,412.19	12,691.84	30,645.93	47,264.00
Appropriations:
Proposed Dividend on Equity Shares	159.58	159.58	159.58	159.58
Transfer to Statutory Reserve	138.02	1,667.13	138.02	1,667.13
Closing balance of surplus	64,925.04	56,810.45	2,87,194.80	2,55,056.79
i.e. Balance in Statement of Profit & Loss
Earnings per share (H)
- Basic	21.62	261.18	715.75	1344.43
- Diluted	21.62	261.18	715.75	1344.43

providing for depreciation of H 0.72 lakhs (previous year H 0.77 lakhs), provision for current tax H 347.67 lakhs (previous year H 2,725.35 lakhs), deferred tax (H 698.83) lakhs (previous year H 313.95 lakhs), the net profit from operations worked out to H 22,843.26 lakhs as compared to H 42,907.82 lakhs in the previous year.

The balance available for appropriation after adding balance in surplus account is H 2,85,702.72 lakhs. Out of this, a sum of H 159.58 lakhs has been appropriated towards proposed dividend, H 138.02 lakhs is proposed to be transferred to Special reserve account and the balance of H 2,87,194.80 lakhs is proposed to be carried as surplus to the balance sheet.

B. RESOURCES UTILISATION:

a) Fixed Assets: The Net Block as at 31^st March, 2023 was H 320.18 lakhs as compared to H 320.90 lakhs in the previous year.

b) Current Assets: The current assets as on 31^st March, 2023 were H 85,359.70 lakhs as against H 76,663.72 lakhs in the previous year.

C. FINANCIAL CONDITIONS & LIQUIDITY:

(H in lakhs)
Particulars	2022-23	2021-22
Cash and Cash equivalents: Beginning of the year	120.99	7,638.83
End of the year	294.74	120.99
Net cash provided (used) by: Operating Activities	128.46	7,689.49
Investing Activities	204.78	(15,047.75)
Financial Activities	( 159.49)	(159.58)

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. FINANCIAL ANALYSIS

i. STANDALONE

During the year under review, your Company has registered Revenue from Operations of H 588.45 lakhs as compared to H 11,497.71 lakhs in the previous year. The Company earned other income of H 188.17 lakhs during the year as against H 185.46 lakhs during last year.

PROFITABILITY:

The Company earned profit before depreciation, interest and tax of H 339.68 lakhs as against H 11,375.72 lakhs in the previous year. After providing for depreciation of H 0.72 lakhs (previous year H 0.77 lakhs), provision for current tax H 347.67 lakhs (previous year H 2,725.35 lakhs), deferred tax H (698.83) lakhs (previous year H 313.95 lakhs), the net profit from operations worked out to H 690.12 lakhs as compared to H 8,335.66 lakhs in the previous year.

The balance available for appropriation after adding balance in surplus account is H 65,222.64 lakhs. Out of this, a sum of H 159.58 lakhs has been appropriated towards proposed dividend, H 138.02 lakhs is proposed to be transferred to Special reserve account and the balance of H 64,925.04 lakhs is proposed to be carried as surplus to the balance sheet.

Return on Net Worth for the financial year 2022-23 is decreased from 10.49% to 0.79% on account of decrease in net profits during the year.

ii. CONSOLIDATED

During the year under review, your Company has registered Revenue from Operations of H 588.45 lakhs as compared to H 3,308.95 lakhs in the previous year. The Company earned other income of H 188.17 lakhs during the year as against H 185.46 lakhs during last year.

PROFITABILITY:

The Company earned profit before depreciation, interest and tax of H 22,492.82 lakhs as against H 45,947.89 lakhs in the previous year. After

D. BUSINESS OUTLOOK:

Vardhman Holdings Limited primarily earns its income from investments. The Company''s strategy is to adopt a systematic approach of investment into different asset classes namely debt, equity & real estate and to keep the portfolio dynamic as per the changing market conditions. Company''s current portfolio consists of investments into debt, equity and real estate.

E. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and effective manner. The Company is a NBFC registered with RBI and mainly engaged in investment activities. It follows a strategy of adopting a systematic approach to investment into different asset classes and keeping the portfolio dynamic as per the changing market conditions. The Company is prone to all the financial risks and capital market fluctuations.

3. DIVIDEND:

The Board of Directors in its meeting held on 20^th May, 2023 has recommended dividend of H 5/- per share on the fully paid up Equity Shares of the Company.

4. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31^st March, 2023, there are no outstanding/unclaimed deposits from the public.

5. 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 (âthe 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 shareholders whose dividends have been transferred to the IEPF Authority can claim their dividend from the Authority. The unclaimed or unpaid dividend relating to the Financial Year 2015-16 is due for remittance in the month of October, 2023 to the Investor Education and Protection Fund established by the Central Government.

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 in this regard.

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

6. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Indian Accounting Standard IND AS-110 on Consolidated Financial Statements read with IND AS-28 on âAccounting for Investments in Associates'' the Audited Consolidated Financial Statements are provided in the Annual Report.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, no Company has become or ceased to be Company''s subsidiary, joint venture or associate company. Further, the Company does not have any material subsidiary. The Company has following associate companies, the details of their financials for the year 2022-23 are given below:-

Vardhman Textiles Limited (VTXL)

Vardhman Textiles Limited (VTXL) is an Associate Company of the Company. The Company holds 28.48% shares of VTXL as on 31^st March, 2023. VTXL is engaged in manufacturing of world class textiles. During the year, the Revenue from Operations (Consolidated) of the VTXL was H 10,137.49 crores as compared to H 9,622.34 crores in the previous year. VTXL has a Net Profit after comprehensive income (Consolidated) of H 807.63 crores as compared to H 1,558.03 crores in the previous year.

Vardhman Spinning and General Mills Limited (VSGM)

Vardhman Spinning and General Mills Limited (VSGM) is an Associate Company of the Company. The Company holds 50% shares of VSGM as on 31^st March, 2023. It is a trading Company dealing in trading of Cotton and Fibre. During the year, the Company has not traded any goods, however, the Revenue from Operations is H 0.01 lakhs for the financial year 2022-23 as compared to H 0.42 lakhs in the previous year. The Company earned a Net Profit of (H 0.20) lakhs as compared to H 0.04 lakhs in the previous year.

8. DIRECTORS:

Liable to retire by rotation: In accordance with the provisions of the Articles of Association of the Company, Mr. Vikas Kumar, Director of the Company, retire 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.

Further, in accordance with the provisions of the Articles of Association of the Company, Mrs. Shakun Oswal, Director of the Company, also retires by rotation at the ensuing Annual General Meeting of the Company. However, she has expressed her unwillingness for her reappointment as a Director. Accordingly, she would cease to be a Director of the Company at the ensuing AGM.

Cessation from Directorship: During the year, Mr. Jagdish Rai Singal, Mr. Om Parkash Sharma, Mr. Sat Pal Kanwar and Mrs. Apinder Sodhi, Independent Directors, ceased to be Directors of the Company w.e.f. 30^th September, 2022 on completion of their second term of appointment.

Appointment of Independent Directors: During the year under review:

- Dr. Pooja Mehta was appointed as an Independent Director of the Company for a term of consecutive three (3) years w.e.f. 29^th September, 2022; and

- Mr. Manjul Pahwa and Mr. Devendra Bhushan Jain were appointed as Independent Directors of the Company for a term of consecutive five (5) years each w.e.f. 29^th September, 2022.

Their appointments were further approved by the Members of the Company in the Annual General Meeting held on 30^th September, 2022.

Re-appointment of Independent Director: Mr. Rajeev Kumar Mittal was appointed as an Independent Director of the Company by the Members in their 53^rd Annual General Meeting held on 22^nd September, 2017 for a term of consecutive five (5) years starting from the conclusion of 53^rd Annual General Meeting till the conclusion of 58^th Annual General Meeting of the Company. Since his term was going to expire on 30^th September, 2022, the Members of the Company in its 58^th Annual General Meeting held on 30^th September, 2022 had re-appointed Mr. Rajeev Kumar Mittal as an Independent Director for a second term of consecutive three (3) years starting from the conclusion of 58^th Annual General Meeting till the conclusion of 61^st Annual General Meeting of the Company.

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, 2013 and shall undergo online proficiency self-assessment test, if applicable, within the time prescribed by the IICA.

9. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of 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/ReDort/Companv%20Information/ Policies/Vardhman%20Holdings%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.

Familiarization programme 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 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/ReDort/Companv%20 Information/Policies/Vardhman%?0Holdings%?0ltd/ Familisation Program for Board Members.pdf

Annual Evaluation of the Board Performance:

The meeting of Independent Directors of the Company for the financial year 2022-23 was held on 23^rd March, 2023 to evaluate the performance of Non-Independent Directors, 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, 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.

10. 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 31^st March, 2023:

No.

Name

Designation

Shri Paul Oswal

Chairman & Managing Director

Swati Mangla

Company Secretary

Note: During the year, Ms. Poorva Bhatia, Chief Financial Officer, has resigned from the Company with effect from 21^st December, 2022.

11. 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 Meetings are set out in Corporate Governance Report which forms part of this Annual Report.

12. AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

M/s. R. Dewan & Company, Chartered Accountants (Registration No. 017883N) were re-appointed as Statutory Auditors of the Company for a second term of three consecutive years starting from the conclusion of the 55^th Annual General Meeting till the conclusion of 58^th Annual General Meeting of the Company. Since their term had been expired on the conclusion of 58^th Annual General Meeting, the Members of the Company in its meeting held on 30^th September, 2022 has appointed M/s K.C. Khanna & Co., Chartered Accountants (Registration No. 000481N) as Statutory Auditors of the Company for a term of five consecutive years starting from the conclusion of 58^th AGM till the conclusion of 63^rd AGM of the Company.

Further, the Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the accounting year ended 31^st March, 2023.

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

Secretarial Auditors:

M/s Khanna Ashwani & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in its meeting held on 25^th May, 2022 for the financial year 2022-23.

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 31^st March, 2023. This Report is self-explanatory and requires no comments. The Report forms part of this report as Annexure I.

Cost Auditors

Under the provisions of Section 148(1) of the Companies Act, 2013, maintenance of cost records is not applicable to the Company.

13. AUDIT COMMITTEE :

Composition of Audit Committee:

The Audit Committee consists of three Independent Directors i.e. Mr. Sanjeev Jain, Mr. Manjul Pahwa and Mr. Devendra Bhushan Jain.

Mr. Sanjeev Jain 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.

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

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a âVigil 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/ReDort/Companv%20 Information/Policies/Vardhman%20Holdings%20Ltd/ Vigil Mechanism and Whistle Blower 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.

15. BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORT (BRSR):

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we have integrated BRSR disclosure into our Annual Report.

16. DIVIDEND DISTRIBUTION POLICY (DDP):

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed companies are required to formulate a DDP. Accordingly, a DDP was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The policy is available on the Company''s website at the link: https://www.vardhman.com/Document/RRport/ Company%70Information/Policies/Vardhman%?0 Holdings%20Ltd/Dividend Distribution Policy.pdf

17. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Corporate Governance.

18. 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/RRport/Companv%20 Information/Policies/Vardhman%20Holdings%20Ltd/ Corporate Social Resonsibility Policy.pdf

During the year, the Company has spent H 108.09 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 is annexed hereto and forms part of this report as Annexure II.

19. 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/Document/ReDort/ComDany%20Information/ Policies/Vardhman%20Holdings%20Ltd/Risk Management Policy.pdf

20. 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 Standalone Financial Statements as Annexure B and Independent Auditor''s Report on Consolidated Financial Statements as Annexure A.

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

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Parties Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

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/DocumRnt/RRport/Companv%20Information/ Policies/Vardhman%20Holdings%20Ltd/Related Party Transactions Policy.pdf

Your Directors draw attention of the Members to Note no. 26 to the standalone financial statement which sets out related party disclosures.

22. 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 standalone financial statement (Please refer to Note no. 6 to the standalone financial statement).

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

Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable.

24. 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.

25. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

26. 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 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 the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.

Since the Company has no holding or subsidiary Company, no particulars are required to be given pursuant to the provisions of section 197(14) of the Companies Act, 2013.

All the above details are provided in Annexure III.

27. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS 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 these financial statements relate and the date of this report.

28. 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 31^st March, 2023 and of the profit of the Company for the year ended on 31^st March, 2023;

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.

29. 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. Change in nature of Business of the Company.

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

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

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

30.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 of the Company during the year.

For and on Behalf of the Board

Sd/-

Place : Ludhiana (S.P. Oswal)

Dated : 20.05.2023 Chairman & Managing Director

Mar 31, 2018

DIRECTORS¹ REPORT

Dear Members,

The Directors of your Company have pleasure in presenting their 54^th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the year ended, 31^st March, 2018.

1. FINANCIAL RESULTS:

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

(Rs, in Lakhs)

	Standalone		Consolidated
PARTICULARS	2017-18	2016-17	2017-18	2016-17
Revenue from operations (Net)	6,317.94	18,693.87	4,172.47	6,796.16
Other Income	136.14	357.02	136.13	357.02
Income from Associates	-	-	15,539.45	24,054.43
Profit before Depreciation, Interest & Tax (PBDIT)	5,836.91	18,797.78	19,230.88	30,954.50
Interest and Financial expenses	-	-	-	-
Profit before Depreciation and Tax (PBDT)	5,836.91	18,797.78	19,230.88	30,954.50
Depreciation	1.44	3.95	1.44	3.95
Profit before Tax (PBT)	5,835.47	18,793.83	19,229.44	30,950.55
Provision for Tax - Current	756.56	4,079.00	756.66	4,079.00
- Deferred Tax	(93.53)	51.08	(93.53)	51.08
- MAT Credit Entitlement	(329.53)	(3,500.69)	(329.53)	(3,500.69)
Profit after tax (PAT)	5,501.97	18,164.44	18,895.94	30,321.16
Balance brought forward	27,537.28	13,197.90	136,571.53	110,075.43
Profit available for appropriation Appropriations:	33,039.25	31,362.34	155,467.47	140,396.59
Proposed Dividend on Equity shares	159.58	159.57	159.58	159.57
Corporate Dividend Tax	32.80	32.49	32.8	32.49
Transfer to General Reserve	-	-	-	-
Transfer to Statutory Reserve	1,121.53	3,633.00	1121.53	3,633.00
Closing Balance of surplus i.e. Balance in statement of Profit & Loss Earnings per share (Rs,)	31,725.34	27,537.28	154,153.57	136,571.53
- Basic	172.39	569.14	592.06	950.05
- Diluted	172.39	569.14	592.06	950.05
Dividend per share 0	5.00	5.00	5	5

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. FINANCIAL ANALYSIS:

(i) STANDALONE

During the year under review, youhr Company has registered Revenue from Operations of Rs, 6,317.94 Lakhs as compared to Rs, 18,693.87 Lakhs in the previous year. The Company earned other income of Rs, 136.14 Lakhs during the year as against Rs, 357.02 Lakhs during last year.

PROFITABILITY:

The Company earned profit before depreciation, interest and tax of Rs, 5,836.91 Lakhs as against Rs, 18,797.78 Lakhs in the previous year. After providing for depreciation of Rs, 1.44 Lakhs (Previous Year Rs, 3.95 Lakhs), provision for current tax Rs, 756.56 Lakhs (Previous Year Rs, 4,079 Lakhs), deferred tax Rs, (93.53) Lakhs [Previous Year Rs, 51.08 Lakhs], MAT Credit Entitlement Rs, (329.53) [previous year Rs, (3,500.69)], the net profit from operations worked out to Rs, 5,501.97 Lakhs as compared to Rs, 18,164.44 Lakhs in the previous year.

The balance available for appropriation after adding balance in surplus account is Rs, 33,039.25 Lakhs. Out of this, a sum of Rs, 159.58 Lakhs and Rs, 32.80 Lakhs have been appropriated towards proposed dividend and corporate dividend tax respectively thereon, Rs, 1,121.53 Lakhs is proposed to be transferred to Special reserve and the balance of Rs, 31,725.34 Lakhs is proposed to be carried as surplus to the balance sheet.

(ii) CONSOLIDATED

During the year under review, your Company has registered Revenue from Operations of Rs, 4,172.47 Lakhs as compared to Rs, 6796.16 Lakhs in the previous year. The Company earned other income of Rs, 136.13 Lakhs during the year as against Rs, 357.02 Lakhs during last year.

PROFITABILITY:

The Company earned profit before depreciation, interest and tax of Rs, 19230.88 Lakhs as against Rs, 30,954.50 Lakhs in the previous year. After providing for depreciation of Rs, 1.44 Lakhs (Previous Year Rs, 3.95 Lakhs), provision for current tax Rs, 756.56 Lakhs (Previous Year Rs, 4,079 Lakhs), deferred tax Rs, (93.53) Lakhs [Previous Year Rs, 51.08 Lakhs], MAT Credit Entitlement Rs, (329.53) Lakhs [previous year Rs, (3,500.69) Lakhs] the net profit from operations worked out to Rs, 18,895.94 Lakhs as compared to Rs, 30,321.16 Lakhs in the previous year.

The balance available for appropriation after adding balance in surplus account is Rs, 155,467.47 Lakhs. Out of this, a sum of Rs, 1 59.58 Lakhs and Rs, 32.80 Lakhs have been appropriated towards proposed dividend and corporate dividend tax respectively thereon, Rs, 1,121.53 Lakhs is proposed to be transferred to Special reserve and the balance of Rs, 154,153.57 Lakhs is proposed to be carried as surplus to the balance sheet.

B. RESOURCES UTILISATION:

a) Fixed Assets:

The Net Block as at 31st March, 2018 was Rs, 303.40 Lakhs as compared to Rs, 82.14 Lakhs in the previous year.

b) Current Assets:

The current assets as on 31st March, 2018 were Rs, 24,558.43 Lakhs as against Rs, 37,652.62 Lakhs in the previous year.

C. 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. 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	130.96	62.38
End of the year	168.03	130.96
Net cash provided (used) by:
Operating Activities	2367.81	(3,435.26)
Investing Activities	(2,137.90)	3,617.38
Financial Activities	(192.84)	(113.54)

D. BUSINESS OUTLOOK:

E. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:

The Company recognises that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and effective manner. The Company is a NBFC registered with RBI and mainly engaged in investment activities. It follows a strategy of adopting a systematic approach to investment into different asset classes and keeping the portfolio dynamic as per the changing market conditions. The aim is a well-diversified portfolio to mitigate the market risk.

The Company is prone to all the financial risks and capital market fluctuations.

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2018, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors in its meeting held on 22^nd May, 2018 has recommended dividend of '' 5/- 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 with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 201 6 (''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 shareholders whose dividends have been transferred to the IEPF Authority can claim their dividend from Authority. The unclaimed or unpaid dividend relating to the financial year 2010-11 is due for remittance by the end of September, 2018 to Investor Education and Protection Fund established by Central Government.

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 shall sent notice to all shareholders whose shares are due to be transferred to the IEPF Authority and publish requisite advertisement in the newspaper.

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

6. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with Companies Act 2013 & Accounting Standard (AS) -21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements is provided in the Annual Report.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, no Company has become or ceased to be Company''s subsidiaries, joint ventures or associate companies. Further, the Company does not have any material subsidiary. The Company has following associate companies, the details of their financials for the year 201 7-18 are given below:-

Vardhman Textiles Limited (VTXL)

Vardhman Textiles Limited (VTXL) is an Associate Company of the Company. The Company holds 26.66% shares of VTXL as on 31st March, 2018. VTXL is engaged in manufacturing of world class textiles. During the year, the Revenue from Operations (Consolidated) of the VTXL was Rs, 6,248.27 crore as compared to Rs, 6,029.95 crore in the previous year. VTXL had a Net profit after comprehensive income (Consolidated) worked out to Rs, 594.04 crore as compared to Rs, 993.82 crore in previous year.

Vardhman Spinning & General Mills Limited (VSGM)

Vardhman Spinning & General Mills Limited (VSGM) is an Associate Company of the Company. The Company holds 50% shares of VSGM as on 31^st March, 2018. It is a trading Company dealing in trading of Cotton and Fibre. During the year, the Company has not traded any goods, however, the other income is Rs, 65,964/- for the Financial Year 201 718 as compared to Rs, 18,611/-. The Company earned a Net profit of Rs, 29,404 as against a net loss of Rs, 9,474/- in the Previous Year.

8. DIRECTORS:

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

Additional Director (Independent): During the year, Mr. Sanjeev Jain was appointed as an Additional Director (Independent) w.e.f. November 13, 201 7 and holds office upto the forthcoming AGM of the Company. Necessary resolution for appointment of Mr. Sanjeev Jain as Independent Director has been included in the Notice.

Cessation from Directorship: During the year, Mr. Surinder Singh Bagai ceased to be Director of the Company as his term of appointment has expired on September 22, 201 7.

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 have attaind the age of 75 years viz. Mr. Sat Pal Kanwar, Mr. Chaman Lal Jain and Mr. Om Parkash Sharma.

Declaration under Section 149(6) :

Mr. Sanjeev Jain, Mr. Rajeev Kumar Mittal, Mr. Jagdish Rai Singal, Mr. Sat Pal Kanwar, Mr. Om Parkash Sharma & Ms. Apinder Sodhi being 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.

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 Director''s appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 1 78(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/VHL_Familisation %20program.pdf

Annual Evaluation of the Board Performance:

The meeting of Independent Directors of the Company for the calendar year 201 7 was held on 13^th November, 201 7 to evaluate the performance of Non-Independent Directors, 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, 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 nonexecutive directors and executive directors has been formulated by the Company.

9. KEY MANAGERIAL PERSONNEL (KMP) :

Pursuant to provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31 st March, 2018.

Key Managerial Personnel of the Company	Designation
S.P. Oswal	Chairman & Managing Director (CMD)
Poorva Bhatia	Chief Financial Officer (CFO)
Amrender Kumar Yadav	Company Secretary (CS)

* Mr. Amrender Kumar Yadav has resigned from post of Company Secretary w.e.f. July 21, 2018.

10. 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 Companies Act, 2013. The details of Board Meetings are set out in Corporate Governance Report which form part of this Annual Report.

11. AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

M/s. R. Dewan & Co., Chartered Accountants (Firm Registration no. 017883N) were appointed as Statutory Auditors of the Company by the Members for a term of five consecutive years starting from the conclusion of 50^th Annual General Meeting till the conclusion of 55^th 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 Auditors:

M/s. Khanna Ashwani & Associates, Company Secretaries in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in its meeting held on 16^th May, 201 7 for the financial year 201 7-18.

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

12. AUDIT COMMITTEE Composition of Audit Committee:

The Audit Committee consists of three Directors i.e. Ms. Apinder Sodhi, Mr. Sat Pal Kanwar and Mr. Sanjeev Jain, Independent Directors, as on March 31, 2018.

Ms. Apinder Sodhi is the Chairperson 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 HARASMENT OF WOMEN AT WORKPLACE

Vigil Mechanism:

Pursuant to provisions of Section 1 77 (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 behaviour, 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/5a743d3b9b143130ad8cc8ffbb 5845a504d81a531436265717.pdf

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.

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 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.

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 recently overhauled Companies Act. 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/d2741 c4bbc072fc 76df0539a029aeab5b86073411436265583.pdf

During the year, the Company has spent '' 50 lakhs on CSR activities.

16. RISK MANAGEMENT:

The Risk Management policy may be accessed on the Company''s website at the link: https://www.vardhman. com/user_files/investor/ac90887bccb0c1 ac34a16f592a 1ecbb9c50c4d2e1436265676.pdf

17. INTERNAL FINANCIAL CONTROLS:

Financial Statements as Annexure A and Independent Auditor''s Report on Consolidated Financial Statements as Annexure B.

18. 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. 25 to the Financial Statements, 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/0f9092fa713917ea04091bdf2fa3b2f2ee327272 1436265640.pdf

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

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

Particulars with respect to conservation of energy and other areas as per Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014: Not Applicable

21. ANNUAL RETURN

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

22. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

None of the employees has received salary of '' 1.02 crores per annum or '' 8.50 lakh per month or more during the Financial Year 2017-18. However, the particulars of employees as per Rule 5(2) and 5(3) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith.

Since the Company has no Holding or Subsidiary Company, no particulars are required to be given pursuant to the provisions of section 197 (14) of the Companies Act, 2013.

24. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS 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 this financial statements relate and the date of this report.

25. DIRECTORS RESPONSIBILITY STATEMENT:

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

26. 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. Change in nature of Business of the Company.

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.

27. 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 of the Company during the year.

BY AND ON BEHALF OF THE BOARD

Sd/-

PLACE: Ludhiana (S.P. Oswal)

DATE: August 3, 2018 Chairman & Managing Director

Mar 31, 2017

DIRECTORS'' REPORT

Dear Members,

The Directors of your Company have pleasure in presenting their 53^rd Annual Report of the business and operations of the Company along with the Audited Financial Statements for the year ended, 31^st March, 2017.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31^st March, 201 7 is as under:-

(Rs, in Lakhs)

PARTICULARS	2016-17	2015-16
Revenue from operations (Net)	18,693.87	5,183.95
Other Income	357.02	125.16
Profit before Depreciation, Interest & Tax (PBDIT)	18,797.78	4,950.41
Interest and Financial expenses	-	-
Profit before Depreciation and Tax (PBDT)	18,797.78	4,950.41
Depreciation	3.95	4.06
Profit before Tax (PBT)	18,793.83	4,946.35
Provision for Tax - Current	4,079.00	252.00
- Deferred Tax	51.08	(71.62)
- MAT Credit Entitlement	(3,500.69)	(51.00)
Profit after tax (PAT)	18,164.44	4,816.97
Balance brought forward	13,197.90	9,460.17
Profit available for appropriation Appropriations:	31,362.34	14,277.14
Proposed Dividend on Equity shares	159.58	95.75
Corporate Dividend Tax	32.49	19.49
Transfer to General Reserve	-	-
Transfer to Statutory Reserve	e 3,633.00	964.00
Closing Balance of surplus i.e. Balance in statement of Profit & Loss Earnings per share O	27,537.28	13,197.90
- Basic	569.14	150.93
- Diluted	569.14	150.93
Dividend per share (Rs,)	5.00	3.00

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. FINANCIAL ANALYSIS :

During the year under review, your Company has registered Revenue from Operations of Rs, 18,693.87 Lakhs as compared to Rs, 5,183.95 Lakhs in the previous year. The Company earned other income of Rs, 357.02 Lakhs during the year as against Rs, 125.16 Lakhs during last year.

PROFITABILITY:

The Company earned profit before depreciation, interest and tax of Rs, 18,797.78 Lakhs as against Rs, 4,950.41 Lakhs in the previous year. After providing for depreciation of Rs, 3.95 Lakhs (Previous Year Rs, 4.06 Lakhs), provision for current tax Rs, 4,079 Lakhs (Previous Year Rs, 252 Lakhs), deferred tax Rs, 51.08 Lakhs [Previous Year Rs, (71.62 Lakhs)], the net profit from operations worked out to Rs, 18,164.44 Lakhs as compared to Rs, 4,816.97 Lakhs in the previous year, which is mainly on account of buyback of shares by Vardhman Textiles Ltd as your Company has tendered 1,510,652 shares and has earned a net gain of Rs, 16,643 Lakhs thereon. The balance available for appropriation after adding balance in surplus account is Rs, 31,362.34 Lakhs. Out of this, a sum of Rs, 1 59.58 Lakhs and Rs, 32.49 Lakhs have been appropriated towards proposed dividend and corporate dividend tax respectively thereon, Rs, 3,633 Lakhs is proposed to be transferred to Special reserve and the balance of Rs, 27,537.28 Lakhs is proposed to be carried as surplus to the balance sheet.

B. RESOURCES UTILISATION:

a) Fixed Assets:

The Net Block as at 31^st March, 201 7 was Rs, 82.14 Lakhs as compared to Rs, 97.56 Lakhs in the previous year.

b) Current Assets:

The current assets as on 31^st March, 201 7 were Rs, 37,652.62 Lakhs as against Rs, 19,1 70.27 Lakhs in the previous year.

C. FINANCIAL CONDITIONS & LIQUIDITY:

(Rs, in Lakhs)

	2016-17	2015-16
Cash and Cash equivalents: Beginning of the year	62.38	54.24
End of the year	130.97	62.38
Net cash provided (used) by: Operating Activities	(3,435.25)	3,762.58
Investing Activities	3,617.37	(3,640.47)
Financial Activities	(113.54)	(113.97)

D. BUSINESS OUTLOOK:

Vardhman Holdings Limited primarily earns its income from investments. The Company''s strategy is to adopt a systematic approach of investment into different asset

classes namely debt, equity & real estate and to keep the portfolio dynamic as per the changing market conditions. Company''s current portfolio consists of investments into debt, equity, real estate. The investment is made in accordance with the asset allocation model approved by the Board.

E. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and effective manner. The Company is a NBFC Company registered with RBI and mainly engaged in investment business. It follows a strategy of adopting a systematic approach to investment into different asset classes and keeping the portfolio dynamic as per the changing market conditions. The aim is a well diversified portfolio to mitigate the market risk.

The Company is prone to all the financial risks and capital market fluctuations.

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31^st March, 201 7, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors in its meeting held on 16^th May, 201 7 has declared dividend of '' 5/- 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 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 completion. The shareholders whose dividends have 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, 201 7 to the Investor Education and Protection Fund established by the Central Government.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. In accordance with new Rules, the Company sent notice to all shareholders whose shares are due to be transferred to the IEPF Authority and published 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 Companies Act 2013 & Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statements is provided in the Annual Report.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Vardhman Textiles Limited (VTXL)

Vardhman Textiles Limited (VTXL) is an Associate Company of the Company. The Company holds 24.51 % shares of VTXL as on 31^st March, 2017. It is a Company engaged in manufacturing of world class textiles. During the year, the Revenue from Operations of the Company was Rs, 5,728.29 crore as compared to Rs, 5,613.96 crore in the previous year. The Company has earned a net profit of Rs, 1,001.38 crore as against a net profit of Rs, 676.36 crore in the previous year.

Vardhman Spinning & General Mills Limited (VSGM)

Vardhman Spinning & General Mills Limited (VSGM) is an Associate Company of the Company. The Company holds 50% shares of VSGM as on 31^st March, 201 7. It is a trading Company dealing in trading of Cotton and Fibre. During the year, the Company has not traded any goods. So, the Revenue from Operations is NIL for the Financial Year 20161 7. The Company incurred a net loss of Rs, 6,851 as against a net loss of Rs, 27, 292 in the previous year.

8. DIRECTORS:

Liable to retire by rotation: In accordance with the provisions of the Articles of Association of the Company, Mrs. Shakun Oswal, Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommended her appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Appointment of Managing Director (KMP): During the year under review, Mrs. Shakun Oswal, conveyed her inability to continue office as Executive Director. Further, the Board of Directors in its meeting held on 9^th August, 2016 has appointed Mr. Shri Paul Oswal as Managing Director of the Company for period of three years. The said appointment is subject to the approval of the members at the ensuing Annual General Meeting.

Additional Directors: During the year, Mr. Rajeev Kumar Mittal and Mr. Vikas Kumar, were appointed as Additional Directors of the Company by the Board of Directors in its

meeting held on 11^th November, 2016. Their appointment is to be approved by the members in ensuing Annual General Meeting.

Declaration under Section 149(6):

Mr. Jagdish Rai Singal, Mr. Sat Pal Kanwar, Mr. Om Parkash Sharma & Mrs. Apinder Sodhi being 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.

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 Director''s appointment and remuneration includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 1 78(3) of the Companies Act, 2013.

The Nomination & Remuneration Policy is annexed hereto and forms 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/

VHL_Familisation%20program.pdf

Annual Evaluation of the Board Performance:

The meeting of Independent Directors of the Company for the Calendar Year 2016 was held on 11^th November, 2016 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 and the minutes of the meeting were submitted to the Chairman of the Company.

9. KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following KMPs were appointed/designated/ ceased during the year.

Whole Time Key Managerial Personnel of the Company	Designation	Date of Appointment/ Designated by Board	Date of cessation
Shakun Oswal	Whole-Time Director (WTD)	21^st May 2011	20^th May 2016
S.P. Oswal	Chairman & Managing Director (CMD)	9^th August 2016	-
Poorva Bhatia	Chief Financial Officer (CFO)	12^th February 2015	-
Amrender Kumar Yadav	Company Secretary (CS)	10^th February 2016	-

10. NUMBER OF BOARD MEETINGS:

11. AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

At the Annual General Meeting held on 25^th September, 2014, M/s. R. Dewan & Co., were appointed as Statutory Auditors of the Company to hold office till the conclusion of 55^th Annual General Meeting of the Company. In terms of provisions of Section 139 (1) of the Companies Act, 2013, the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. R. Dewan & Co. as Statutory Auditors is placed for ratification by the members.

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

Secretarial Auditors:

M/s. Khanna Ashwani & Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in its meeting held on 20^th May, 2016 for the Financial Year 2016-1 7.

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 31^st March, 2017. This Report is self-explanatory and requires no comments. The Report forms part of this report as Annexure II.

12. AUDIT COMMITTEE & VIGIL MECHANISM:

Composition of Audit Committee:

The Audit Committee consists of three Directors i.e. Mr. Om Parkash Sharma, Mr. Sat Pal Kanwar and Mrs. Apinder Sodhi, Independent Directors. Mrs. Apinder Sodhi is the Chairperson of the Committee and Mr. Amrender Kumar Yadav is the Secretary of the Committee. 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 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.

13. CORPORATE GOVERNANCE:

14. 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 recently overhauled Companies Act. 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.

The Company has identified following focus areas for CSR:-

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

- Environment Protection and energy conservation:

Activities to protect environment and to sustain and continuously improve standards of Environment, Health and Safety through the collective Endeavour of Company and its employees at all levels towards attaining world class standards. Also to contribute in conservation and development of natural resources including forest resources

- Human capital development: To encourage the development of human capital through skills development, vocational training programmes.

- Rural development: To contribute to development in rural areas near by unit of the Company and knowledge sharing and other social practices such as soil and moisture conservation and watershed management etc.

- Other Initiatives:

- To contribute to empowering women economically, supplementing primary and secondary education and participating in rural capacity building programmes and such other schemes.

- To respond to emergency situations & disasters by providing timely help to affected victims and their families.

- Any other project/programme pertaining to activities listed in Companies (Corporate Social Responsibility) Rules, 2014.

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/d2741c4bbc072 fc76df0539a029aeab5b86073411436265583.pdf

During the year, the Company has spent '' 50 Lakhs on CSR activities.

15. RISK MANAGEMENT:

The Risk Management Policy may be accessed on the Company''s website at the link: https://www.vardhman. com/user_files/investor/ac90887bccb0c1 ac34a16f592 a1ecbb9c50c4d2e1436265676.pdf

16. INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY:

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 Standalone Financial Statements as Annexure A and to the Independent Auditor''s Report on Consolidated Financial Statements as Annexure B.

17. 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. 24 to the Financial Statements, 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/0f9092fa713917ea04091bdf2fa3b2f2ee3272721 436265640.pdf

18. 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 Standalone Financial Statements (Please refer to Note 10, 11 and 12 to the Standalone Financial Statements).

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

Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are NIL.

20. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92, 134 and Rule 12 of the Companies (Management and administration) Rules, 2014 for the financial year 20161 7 in Form No. MGT-9 is annexed hereto and forms part of this report as Annexure IV.

21. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

22. 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 attached in Annexure V and forms part of this report.

None of the employees has received salary of '' 1.02 crores per annum or '' 8.50 lakh per month or more during the Financial Year 2016-17. Accordingly, no particulars of employees are required to be given as per Rule 5 (2) and 5 (3) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Since the Company has no Holding or Subsidiary Company, no particulars are required to be given pursuant to the provisions of section 197(14) of the Companies Act, 2013.

23. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS 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 this financial statements relate on the date of this report.

24. 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 31^st March, 201 7 and of the profit of the Company for the year ended on 31^st March, 201 7;

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

25. 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. No change in nature of Business of the Company.

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 or Tribunals which impact the going concern status and Company''s operations in future.

26. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, 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 cooperation 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.

BY ORDER OF THE BOARD

Sd/-

PLACE: Ludhiana (S.P. Oswal)

DATE: August 12, 2017 Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting their 51st Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Financial Results for the year are as under: -

(Amount in Rs.)

PARTICULARS 2014-15 2013-14

Revenue from Operations 303,277,001 186,968,627

Other Income 21,908,588 12,034,661

Profit before Depreciation, 311,746,552 181,323,782

Interest and Tax (PBDIT)

Interest and Financial Expenses - -

Profit before Depreciation 311,746,552 181,323,782 & Tax (PBDT)

Depreciation 413,636 353,873

Profit before Tax (PBT) 311,332,916 1,809,69,909

Provision for

- Current Tax 18,740,000 11,950,000

- Deferred Tax 43,590 -

- MAT Credit Entitlement (10,430,000) (5,850,000)

- Tax adjustment for earlier years - 386,600

Profit after Tax (PAT) 302,979,326 174,483,309

Balance Brought Forward 715,161,495 604,279,998

Profit available For Appropriations 1,018,140,821 778,763,307

Appropriations:

Proposed Dividend on 9,574,608 9,574,608

Equity Shares

Corporate Dividend Tax on 1,949,165 1,627,205

Proposed Dividend

Transfer to General Reserve - 17,500,000

Transfer to Statutory Reserve 60,600,000 34,900,000

Balance carried to

Balance Sheet 946,017,048 715,161,495

Earnings per Share (Rs.) 94.93 54.67

Dividend per Share (Rs.) 3.00 3.00

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2015, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 3 per share on the fully paid-up equity shares of the Company.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with provisions of the Articles of Association of the Company, Mrs. Suchita Jain, Director of your Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommended her appointment for consideration of the members at the forthcoming Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the below mentioned KMP's were appointed/ designated in the Board meeting held on 12th February 2015, as detailed below:-

Whole Time Key Designation Managerial Personnel of the Company

Shakun Oswal Whole-Time Director (WTD)

Tanu Berry Company Secretary (CS)

Poorva Bhatia Chief Financial Officer (CFO)

Familiarisation programmes for Board Members:

The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. The business strategies, performance, global developments, legal & other updates, compliance reports and other relevant information/reports etc are being periodically provided to the Board of Directors.

6. INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, Mr. Surinder Singh Bagai, Mr. Jagdish Rai Singal, Mr. Sat Paul Kanwar, Mr. Om Parkash Sharma & Mrs. Apinder Sodhi were appointed as Independent Directors in the 50th Annual General Meeting, who are not liable to retire by rotation.

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 and read with the relevant rules.

7. AUDITORS:

a. Statutory Auditors:

M/s. R. Dewan & Co., the Statutory Auditors of the Company, have been appointed by the Shareholders of the Company for five consecutive years i.e. from conclusion of 50th Annual General Meeting to the conclusion of 55th Annual General Meeting, whose first year will be completed in the ensuing Annual General Meeting. Pursuant to provisions of Section 139 (1) of the Companies Act, 2013, this appointment shall be ratified by the Shareholders at every Annual General Meeting during their tenure. Therefore, it is recommended to the shareholders to ratify the appointment of M/s. R. Dewan & Co., the Statutory Auditors, in their forthcoming Annual General Meeting.

b. Secretarial Auditor:

Khanna Ashwani & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor & their report on Secretarial Audit in Form No. MR 3 under Section 204 of the Companies Act, 2013 for the Financial Year 2014-15 is attached as Annexure 1 and shall form part of this Report.

c. Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Varun Mahajan, to conduct internal audit of the functions and activities of the Company and maintain internal control systems of the Company.

8. AUDITORS' REPORT:

The Statutory & Secretarial Auditors' Reports are self- explanatory and requires no comments.

9. AUDIT COMMITTEE & VIGIL MECHANISM:

Composition of Audit Committee:

The Audit committee of the Board of Directors was constituted in conformity of provisions of the Companies Act, 2013 & the Listing Agreement. The committee comprises of three directors i.e. Mr. Om Parkash Sharma, Mr. Sat Pal Kanwar and Mrs. Apinder Sodhi, Independent Directors. Mrs. Apinder Sodhi is the Chairperson of the said committee and Ms. Tanu Berry is secretary of the Committee. The Committee met Four (4) times during the year.

Vigil Mechanism and Whistle Blower:

Pursuant to 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 Listing Agreement for employees and directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct by way of direct access to the Chairman/Chairman of the Audit Committee in exceptional cases. 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" may be accessed on the Company's website at http://www.vardhman.com/user_files/5a743d3b9b143130ad8cc8 ffbb5845a504d81a531436265717.pdf.

10. BOARD MEETINGS:

During the Financial Year 2014-15, the Board met Four (4) times i.e. on 17.05.2014, 09.08.2014, 11.11.2014 and 12.02.2015.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

ii. 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 at the end of the financial year and of the profit or loss of the Company for that period;

iii. 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. Laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.

12. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. 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 Clause of the Listing Agreement is annexed to the report on Corporate Governance.

13. PERSONNEL & RELATED INFORMATION:

None of the employees has received salary of Rs. 60.00 lac per annum or Rs. 5.00 lac per month or more during the Financial Year 2014-2015. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 197 of the Companies Act, 2013 read with respective rules.

Since the Company has no any subsidiary or holding company, no particulars are required to be given pursuant to the provisions of Section 197 (14) of the Companies Act, 2013.

The particulars required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached in Annexure 2.

14. COMPANY POLICIES & STATUS OF DEVELOPMENT:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

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 recently overhauled Companies Act. The Company's vision is to pursue a corporate strategy that enables shareholder value enhancement in a mutually reinforcing and synergistic manner.

The CSR Policy approved by the Board may be assessed on the website of the Company at http://www.vardhman.com user_files/ d2741c4bbc072fc76df0539a029aeab5b86073411436265583.pdf.

The Company has identified following thrust areas for CSR:

- PROMOTION OF EDUCATION: To continue our endeavour for promoting education by setting up schools, colleges to deliver high quality education to students of all strata of society.

- ENVIROMENT PROTECTION AND ENERGY CONSERVATION: To protect environment and to sustain and continuously improve standards of Environment, Health and Safety through the collective endeavour of Company and its employees at all levels towards attaining world class standards.

- DEVELOPMENT OF HUMAN CAPITAL: To encourage the development of human capital through skills development, vocational training programmes.

- RURAL DEVELOPMENT: To contribute to development in rural areas near by unit of the Company and knowledge sharing and other social practices such as soil and moisture conservation and watershed management etc.

- OTHER INITIATIVES:

- To contribute to empowering women economically, supplementing primary and secondary education and participating in rural capacity building programmes and such other schemes.

- To respond to emergency situations & disasters by providing timely help to affected victims and their families.

- Any other project/programme pertaining to activities listed in Schedule VII of the Companies (Corporate Social Responsibility) Rules, 2014 and amendments thereto.

The disclosurs under Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules 2014 i.e. Annual Report on CSR activities for Financial Year 2014-15 is attached herewith in Annexure 3.

b. NOMINATION AND REMUNERATION POLICY:

The Nomination & Remuneration Committee was constituted by the Board on 09.08.2014, consisting of three directors viz Mr. Sachit Jain, Mr. Sat Pal Kanwar and Mrs. Apinder Sodhi. Mrs. Apinder Sodhi is the Chairperson of said Committee. The Committee met two times during the year under review. The Company's approved Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) & (4) of the Companies Act, 2013 is attached herewith in Annexure 4.

c. RISK MANAGEMENT POLICY:

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Committee was re-constituted by the Board on 11.11.2014, comprising of Mr. Sachit Jain, Mr. Sat Pal Kanwar and Mrs. Apinder Sodhi. The Committee has formulated the Risk Management Policy which was subsequently approved by the Board of Directors.

The Risk Management Policy may be assessed on the website of the Company at http://www.vardhman.com/ user_files/ac9088 7bccb0c1ac3 4a16f5 9 2a1ecbb9c5 0c4 d2e1436265676.pdf.

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

The particulars of Loans, guarantees or investments made under Section 186 are forming part of the notes to financial statements (please refer Note No. 10 to 12 to the financial statement).

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

All the 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 specified in form AOC 2 are covered under Note No. 24 to the financial statements, which is set out for related party transactions.

The Related Party Transaction Policy may be accessed on the website of the Company at http://www.vardhman.com/ User_files/0f9092fa713917ea04091bdf2fa3b2f2ee3272721436265640.pdf.

17. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013, is furnished in Annexure 5 (Form MGT 9) and is attached to this Report.

18. ANNUAL PERFORMACE EVALUATION:

During the year under review, a policy on perfomarance evaluation of Independent Directors, Board and its Committees, other individual directors of the Company including detailed process & parameters has been formulated by the Company.

The meeting of Independent Directors of the Company to evaluate the performance of Non-Independent Directors, Chairman & the Board as a whole for FY 2014-15 was held on 30th March 2015. The evaluation based on various parameters was discussed by the Independent Directors.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars with respect to conservation of energy and other areas as per section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are NIL.

20. GENERAL DISCLOSURE:

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 of subsidiary, joint venture or associate company.

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

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

4. No significant/material orders have been passed by any Regulator/Court /Tribunal which could impact the going concern status & future operations of the Company.

5. No change in nature of Business of the Company.

21. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions & Bankers for their continued and valuable co- operation and support to the Company.

Your Directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The Company feels confident of continued cooperation and efforts from them in future also.

For And on Behalf of the Board Sd/-

Date: May 23, 2015 (S.P. Oswal)

Place: Ludhiana Chairman

Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting their 50th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The Financial Results for the year are as under: - (Amount in RsRs.)

PARTICULARS 2013-14 2012-13

Revenue from Operations 186,968,627 124,836,819

Other Income 12,034,661 14,186,615

Profit before Depreciation,

Interest and Tax (PBDIT) 181,323,782 124,654,965

Interest and Financial

Expenses Â Â

Profit before Depreciation & Tax (PBDT) 181,323,782 124,654,965

Depreciation 353,873 148,782

Profit before Tax (PBT) 180,969,909 124,506,183

Provision for

Â Current Tax 11,950,000 10,100,000

Â Deferred Tax Â Â

Â Mat Credit Entitlement (5,850,000) Â

Â tax adjustment for

earlier years 386,600 Â

Profit after Tax (PAT) 174,483,309 114,406,183

Balance Brought forward 604,279,998 535,475,629

Profit available For

Appropriations 778,763,307 649,881,811

Appropriations:

Proposed Dividend on

Equity Shares 9,574,608 9,574,608

Corporate Dividend Tax

on Proposed Dividend 1,627,205 1,627,205

Transfer to General Reserve 17,500,000 11,500,000

Transfer to Statutory Reserve 34,900,000 22,900,000

Balance carried to

Balance Sheet 715,161,495 604,279,999

Earnings per Share (Rs.) 54.67 35.85

Dividend per Share (Rs.) 3.00 3.00

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

a. FINANCIAL ANALYSIS:

During the year, the Revenue from operations was Rs. 186,968,627 as against Rs. 124,836,819 in the previous year. The Company earned other income of Rs.12,034,661 during the year as against Rs. 14,186,615

during last year. The Company earned profit before depreciation, interest and tax of Rs. 181,323,782 as against Rs. 124,654,965 in the previous year. After providing for depreciation of Rs. 353,873 (Previous Year Rs. 148,782), current tax of Rs. 11,950,000 (Previous Year Rs. 10,100,000), the profit after tax was Rs. 174,483,309 as against Rs. 114,406,183 last year.

The balance available for appropriation after adding balance in surplus account is Rs. 778,763,307. Out of this, a sum of Rs. 9,574,608 and Rs. 1,627,205 have been appropriated towards proposed dividend and corporate dividend tax respectively thereon, Rs. 17,500,000 is proposed to be transferred to general reserve, Rs. 34,900,000 is proposed to be transferred to Special reserve and the balance of Rs. 715,161,495 is proposed to be carried as surplus to the balance sheet.

b. RESOURCE UTILISATION:

FIXED ASSETS:

The fixed assets as at 31st March, 2014 were Rs. 10,576,266 as against previous year''s fixed assets of Rs. 8,722,884. During the year, there were additions of fixed assets amounting to Rs. 2,207,255 (Previous Year Rs. Nil).

CURRENT ASSETS

The current assets as on 31st March, 2014 were Rs.1,244,312,397 as against Rs. 1,031,202,568 in the previous year.

c. FINANCIAL CONDITIONS AND LIQUIDITY:

Management believes that the Company''s liquidity and capital resources are 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: -

(Amount in Rs.) 2013-14 2012-13

Cash and Cash Equivalents:

Beginning of the Year 19,456,298 1,520,768

End of the Year 4,046,473 19,456,298

Net Cash provided/ (used) by:

Operating Activities 134,137,590 88,332,870

Investing Activities (138,450,413) (61,147,103)

Financing Activities (11,097,002) (9,250,237)

d. INTERNAL CONTROL SYSTEM:

The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal audit in the organization is an independent appraisal activity and all significant issues are brought to the attention of the Audit Committee of the Board.

e. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:

The Company is prone to all the financial risks and capital market fluctuations.

f. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2014, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 3/- per share on the fully paid- up equity shares of the Company.

5. DIRECTOR:

Mr. Sachit Jain, Director of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A 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 Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. AUDITORS:

M/s. R. Dewan & Company, Chartered Accountants, Ludhiana, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for a term of five years starting from conclusion of 50th Annual General Meeting til the conclusion of 55th Annual General Meeting in 2018-19.

8. AUDITORS'' REPORT:

The Auditors'' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

9. STATEMENT OF PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company received a salary of more than Rs. 60.00 lac. per annum or Rs. 5.00 lac. per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Particulars with respect to conservation of energy and other areas as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are Nil.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that- (i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements 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, 2014 and of the profits of the Company for the year ended on 31st March, 2014;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company.

For and on behalf of the Board

Place: Ludhiana (S.P. Oswal) Dated: 17th May, 2014 Chairman

Mar 31, 2013

Dear Members,

The Directors of your Company have pleasure in presenting their 49th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

The Financial Results for the year are as under: -

(Amount in Rs.) PARTICULARS 2012-13 2011-12

Revenue from Operations 124,836,819 133,047,404

Other Income 14,186,615 12,305,042

Extra Ordinary Income being gain on disposal of Assets 538,834,927

Profit before Depreciation, :

Interest and Tax (PBDIT) 124,654,964 674,649,249

Interest and Financial Expenses

Profit before Depreciation & Tax (PBDT) 124,654,964 674,649,249

Depreciation 148,781 268,589

Profit before Tax (PBT) 124,506,183 674,380,660

Provision for

- Current Tax 10,100,000 124,500,000

- Tax adjustment for

earlier years (2,910)

Profit after Tax (PAT) 114,406,183 549,883,570

Balance brought forward 535,475,629 159,865,265

Profit available for

Appropriations 649,881,812 709,748,835

Appropriations: roposed Dividend on

Equity Shares 9,574,608 7,978,840

Corporate Dividend Tax

on Proposed Dividend 1,627,205 1,294,367

Transfer to General Reserve 11,500,000 55,000,000

Transfer to Statutory Reserve 22,900,000 110,000,000

Balance carried to

Balance Sheet 604,279,999 535,475,629

Earnings per Share (Rs.) 35.85 172.29

Earnings per Share (excluding Extra Ordinary Item) (Rs.) 35.85 38.82

Dividend per Share (Rs.) 3.00 2.50

2. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31 st March, 2013, there are no outstanding/unclaimed deposits from the public.

3. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 3/- per share on the fully paid- up equity shares of the Company.

4. DIRECTORS:

Mr. S.P. Kanwar, Mr. C.L Jain and Mr. O.P. Sharma, Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. B.K. Arora, Director of the Company, ieftfor his heavenly abode during the year. The Board of Directors expressed profound grief and sorrow at the demise of Mr. B.K. Arora. Consequently the Board of Directors had appointed Mrs. ApinderSodhi as an Additional Director.

5. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A report on Corporate Governance forming part of the Annual Report ofthe Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

6. AUDITORS:

M/s. R. Dewan & Company, Chartered Accountants, Ludhiana, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

7. AUDITORS'' REPORT:

The Auditors'' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

8. STATEMENT OF PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company received a salary of more than * 60.00 lac. per annum or Rs. 5.00 lac. per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Particulars with respect to conservation of energy and other areas as per Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are Nil.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 21 7(2AA) of the Companies Act, 1956, the Directors confirm that-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company as at 31 st March, 2013 and of the profits of the Company for the year ended on 31st March, 2013;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

11. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company. For and on behalf of the Board

Place: Ludhiana (S.P. Oswal)

Dated: 27th July, 2013 Chairman

Mar 31, 2012

The Directors of your Company have pleasure in presenting their 48th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS :

The financial results for the year are as under : -

(Amount in Rs.)

PARTICULARS 2011-12 2010-11

Revenue from Operations 133,047,404 84,396,404

Other Income 12,305,042 8,521,004

Extra ordinary income being gain on disposal of fixed assets 538,834,927 -

Profit before Depreciation, Interest and Tax (PBDIT) 674,649,249 82,224,208

Interest and Financial Expenses - -

Profit before Depreciation & Tax (PBDT) 674,649,249 82,224,208

Depreciation 268,589 302,861

Profit before Tax (PBT) 674,380,660 81,921,347

Provision for

- Current Tax 124,500,000 11,300,000

- Deferred Tax - -

-tax adjustment for earlier years (2,910) -

Profit after Tax (PAT) 549,883,570 70,621,347

Balance brought forward 159,865,266 126,017,126

Profit available For Appropriations 709,748,836 196,638,473

Appropriations:

Proposed Dividend on Equity Shares 7,978,840 7,978,840

Corporate Dividend Tax on Proposed Dividend 1,294,367 1,294,367

Transfer to General Reserve 55,000,000 10,000,000

Transfer to Statutory Reserve 110,000,000 17,500,000

Balance carried to Balance Sheet 535,475,629 159,865,266

709,748,836 196,638,473

Earnings per Share (Rs.) 172.29 22.13

Dividend per Share (Rs.) 2.5 2.5

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

a. FINANCIAL ANALYSIS :

During the year, the Revenue from operations was Rs. 133,047,404 as against Rs. 84,396,404 in the previous year. The Company earned other income of Rs. 12,305,042 during the year as against Rs. 8,521,004 during last year. The Company earned an extra ordinary income of Rs. 538,834,927 (Previous year Nil) by way of gain on disposal of fixed assets. The Company earned profit before depreciation, interest and tax of Rs. 674,649,249 as against Rs. 82,224,208 in the previous year. After providing for depreciation of Rs. 268,589 (Previous Year Rs. 302,861), current tax of Rs. 124,500,000 (Previous Year Rs. 11,300,000), the profit after tax was Rs. 549,883,570 as against Rs. 70,621,347 last year. The balance available for appropriation after adding balance in surplus account is Rs. 709,748,836. Out of this, a sum of Rs. 7,978,840 and Rs. 1,294,367 respectively have been appropriated towards proposed dividend and corporate dividend tax thereon, Rs. 55,000,000 is proposed to be transferred to General Reserve, Rs. 110,000,000 is proposed to be transferred to Statutory Reserve and the balance of Rs. 535,475,629 is proposed to be carried as surplus to the balance sheet.

b. RESOURCE UTILISATION : FIXED ASSETS

The net fixed assets as at 31st March, 2012 were Rs. 8,871,666 as against previous yearRs.s net fixed assets of Rs. 10,869,930. During the year, there were additions/ adjustments of fixed assets amounting to Rs. 133,700 (Previous Year, Rs. 185,268).

NET CURRENT ASSETS

The net current assets as on 31st March, 2012 were Rs. 747,162,156 as against Rs. 459,563,735 in the previous year.

c. FINANCIAL CONDITIONS AND LIQUIDITY :

Management believes that the Company's liquidity and capital resources are 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: -

(Amount in Rs.)

2011-12 2010-11

Cash and Cash Equivalents:

Beginning of the Year 1,736,076 62,557,363

End of the Year 1,520,769 1,736,076

Net Cash provided/(used) by:

Operating Activities 97,284,647 127,566,364

Investing Activities (88,226,747) (180,942,046)

Financing Activities (9,273,207) (7,445,605)

d. INTERNAL CONTROL SYSTEM :

The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal audit in the organization is an independent appraisal activity and all significant issues are brought to the attention of the Audit Committee of the Board.

e. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:

The Company is prone to all the financial risks and capital market fluctuations.

f. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2012, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 2.50 per share on the fully paid-up equity shares of the Company.

5. DIRECTORS:

Mr. J.R. Singal, Mr. S.S. Bagai and Mr. B.K. Arora, Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A 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 Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. AUDITORS:

M/s. S.C. Vasudeva & Company, Chartered Accountants, New Delhi, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting.

The Board of Directors of your Company has recommended M/s. R. Dewan & Company, Chartered Accountants, Ludhiana, to be appointed as Statutory Auditors of the Company for the Financial Year 2012-13. The Company has received a Certificate from the M/s. R. Dewan & Company, Chartered Accountants, to the effect that the appointment, if made will be in accordance with the limit specified u/s 224(1B) of the Companies Act, 1956.

8. AUDITORS' REPORT:

The Auditors' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

9. STATEMENT OF PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company received a salary of more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Particulars with respect to conservation of energy and other areas as per Section 217(1)(e) of the Companies Act, 1 956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are Nil.

11. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements 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, 2012 and of the profits of the Company for the year ended on 31st March, 2012;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company.

For and on behalf of the Board

Place : Ludhiana (S.P. OSWAL)

Dated : 15th May, 2012 Chairman

Mar 31, 2011

The Directors of your Company have pleasure in presenting their 47th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS :

The financial results for the year are as under: -

(Amount in Rs.)

PARTICULARS 2010-11 2009-10

Income from Operations 93,032,683 85,734,976

Other Income 8,521,004 10,148,281

Profit before Depreciation, 82,768,482 86,075,130 Interest and Tax (PBDIT)

Interest and Financial Expenses 544,274 258,178

Profit before Depreciation & 82,224,208 85,816,952 Tax (PBDT)

Depreciation 302,861 235,398

Profit before Tax (PBT) 81,921,347 85,581,554

Provision for

- Current Tax 11,300,000 12,400,000

Profit after Tax (PAT) 70,621,347 73,181,554

Balance brought forward 126,017,126 87,778,792

Balance available for appropriations 196,638,473 160,960,346

Appropriations:

Proposed Dividend on Equity Shares 7,978,840 6,383,072

Corporate Dividend Tax on Proposed 1,294,367 1,060,148 Dividend

Transfer to General Reserve 10,000,000 10,000,000

Transfer to Special Reserve under 17,500,000 17,500,000 Section 45-IC of the Reserve Bank of India Act, 1934

Balance carried to Balance Sheet 159,865,266 126,017,126 196,638,473 160,960,346

Earnings per Share (Rs.) 22.13 22.93

Dividend per Share (Rs.) 2.50 2.00

3. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2011, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 2.50 per share on the fully paid-up equity shares of the Company.

5. DIRECTORS:

Mrs. Shakun Oswal, Mrs. Suchita Jain and Mr. Sachitjain, Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Mrs. Shakun Oswal has been appointed as an Executive Director of the Company w.e.f. 1 st June, 2011.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A 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 Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. COMPLIANCE CERTIFICATE:

The Compliance Certificate for the year ended 31st March, 2011 as given by M/s. B.K. Gupta & Associates, Company Secretaries in practice, is annexed hereto and forms part of the Directors Report.

8. AUDITORS:

M/s. S.C. Vasudeva & Company, Chartered Accountants, New Delhi, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

9. AUDITORS REPORT:

The Auditors Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

10. STATEMENT OF PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company received a salary of more than Rs. 60.00 lac. per annum or Rs. 5.00 lac. per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to conservation of energy and other areas as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are Nil.

12. GROUP:

The Company, inter-alia, along with the following entities, constitute a Group as defined under the Monopolies and Restrictive Trade Practices Act, 1969:-

a) Vardhman Textiles Limited

b) VTL Investments Limited

c) Adinath Investment and Trading Company

d) Devakar Investment and Trading Company Private Limited

e) Vardhman Special Steels Limited

13. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements 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, 2011 and of the profits of the Company for the year ended on 31st March, 2011;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

14. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company.

For and on behalf of the Board

(S.P. OSWAL) Chairman

Place : Ludhiana Dated : 21st May, 2011

Mar 31, 2010

The Directors of your Company have pleasure in presenting their 46th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS :

The financial results for the year are as under: -

(Amount in Rs.)

PARTICULARS 2009-10 2008-09

Income from Operations 85,734,976 86,113,682

Other Income 10,148,281 7,000,542

Profit before Depreciation, Interest and Tax (PBDIT) 86,075,130 86,031,581

Interest and Financial Expenses 258,178 14,957

Profit before Depreciation & 85,816,952 86,016,624 Tax (PBDT)

Depreciation 235,398 157,525

Profit before Tax (PBT) 85,581,554 86,016,624

Provision for

- Current Tax 12,400,000 5,095,000

- Fringe Benefit Tax - 5000

Profit after Tax (PAT) 73,181,554 80,759,099

Balance brought forward 87,778,792 41,987,568

Balance available for appropriation 160,960,346 122,746,667

Appropriations:

Proposed Dividend on Equity Shares 6,383,072 6,383,072

Corporate Dividend Tax on Proposed 1,060,148 1,084,803 Dividend

Transfer to General Reserve 10,000,000 10,000,000

Transfer to Special Reserve under 17,500,000 17,500,000 Section 45-IC of the Reserve Bank of India Act, 1934

Balance carried to Balance Sheet 126,017,126 87,778,792

160,960,346 122,746,667

Earnings per Share (Rs.) 22.93 25.30

Dividend per Share (Rs.) 2.00 2.00

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

a. FINANCIAL ANALYSIS :

During the year, the Income from operations was Rs. 85,734,976 as against Rs. 86,113,682 in the previous year. The Company earned other income of Rs. 10,148,281 during the year as against Rs. 7,000,542 last year. The Company earned profit before depreciation, interest and tax of Rs. 86,075,130 as against Rs. 86,031,581 in the previous year. After providing for interest and financial expenses of Rs.258,1 78 (Previous Year Rs. 14,957), depreciation of Rs.235,398 (Previous Year Rs. 1 57,525), current tax of Rs. 12,400,000 (Previous Year Rs. 5,095,000) and fringe benefit tax being nil (Previous Year Rs.5,000), the profit after tax was Rs. 73,181,554 as against Rs. 80,759,099 last year.

The balance available for appropriation after adding balance in surplus account is Rs. 160,960,346. Out of this, a sum of Rs. 6,383,072 and Rs. 1,060,148 respectively have been appropriated towards proposed dividend and corporate dividend tax thereon, Rs. 10,000,000 and Rs. 17,500,000 are proposed to be transferred to general reserve and special reserve respectively and the balance of Rs. 126,017,126 is proposed to be carried as surplus to the balance sheet.

b. RESOURCE UTILISATION :

FIXED ASSETS :

The gross fixed assets as at 31 st March, 2010 were Rs. 14,775,452 as against previous years gross fixed assets of Rs. 5,966,728. During the year, there were additions of fixed assets amounting to Rs. 8,808,724 (Previous Year Nil).

CURRENT ASSETS :

The net current assets as on 31st March, 2010 were Rs. 138,400,664 as against Rs. 49,862,305 in the previous year.

c. FINANCIAL CONDITIONS AND LIQUIDITY :

Management believes that the Companys liquidity and capital resources are 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: -

(Amount in Rs.)

2009-10 2008-09

Cash and Cash Equivalents:

Beginning of the Year 2,755,445 62,234,260

End of the Year 62,557,363 2,755,445

Net Cash provided/(used) by:

Operating Activities 14,154,624 29,563,845

Investing Activities 53,025,189 (81,657,683)

Financing Activities (7,377,895) (7,384,977)

d. INTERNAL CONTROL SYSTEM :

The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal audit in the organization is an independent appraisal activity and all significant issues are brought to the attention of the Audit Committee of the Board.

e. MANAGEMENT PERCEPTION OF RISKS AND CONCERNS :

The Company is prone to all the financial risks and capital market fluctuations.

f. HUMAN RESOURCES/INDUSTRIAL RELATIONS :

The Company is not carrying on any manufacturing activity and no workers were employed during the year.

3. PUBLIC DEPOSITS :

The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2010, there are no outstanding/unclaimed deposits from the public.

4. DIVIDEND :

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 2.00 per share on the fully paid- up equity shares of the Company.

5. DIRECTORS :

Mr. Sat Pal Kanwar, Mr. Bal Krishan Arora and Mr. Chaman Lai Jain, Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Dr. Ram Swarup Gupta resigned from the Directorship of the Company with effect from 1 3* May, 2009. The Board places on record its appreciation of the services rendered by Dr. Ram Swarup Gupta during his tenure as a Director of the Company.

Mr. Om Parkash Sharma was appointed as an additional Director during the year. The Company has received notice from a member proposing his candidature for appointment as a Director liable to retire by rotation.

6. CORPORATE GOVERNANCE :

The Company has in place a system of Corporate Governance. A report on Corporate Governance forming part ot 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 Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. COMPLIANCE CERTIFICATE :

The Compliance Certificate for the year ended 31s1 March, 2010 as given by M/s. B K Gupta & Associates, Company Secretaries in practice, is annexed hereto and forms part of the Directors Report.

8. AUDITORS :

M/s. S.C. Vasudeva & Company, Chartered Accountants, New Delhi, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

9. AUDITORS REPORT :

The Auditors Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

10. STATEMENT OF PARTICULARS OF EMPLOYEES :

During the year, no employee of the Company received a salary of more than Rs. 24.00 lac. per annum or Rs. 2.00 lac. per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 21 7(2 A) of the Companies Act, 1956.

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

Particu lars with respect to conservation of energy and other areas as per Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are Nil.

12. GROUP:

The Company, inter-alia, along with the following entities, constitute a Group as defined under the Monopolies and Restrictive Trade Practices Act, 1969:-

a) Vardhman Textiles Limited

b) VTL Investments Limited

c) Adinath Investment and Trading Company

d) Devakar Investment and Trading Company Private Limited

13. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 21 7(2AA) of the Companies Act, 1956, the Directors confirm that -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements 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, 2010 and of the profits of the Company for the year ended on 31s March, 2010;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

14. ACKNOWLEDGEMENT :

Your Directors are pleased to place on record their sincere gratitude to the Government and Business Constituents for their valuable co-operation and support to the Company.

For and on behalf of the Board

Place : Ludhiana (SUCHITA JAIN)

Dated : 6th May, 2010 Director

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