Vardhman Textiles Limted — Audit Report / Information 2019

May 30, 2019

LUDHIANA-I4IOIO, PUNJAB T: +9I-I6I-2228943-48 F: +9l-l6l—260l 048 E: secretarial.lud@vardhman.com

Ref. VTLLSCY2MAY: 2019-20 Dated: 3gosrzg9

The General Deputy Manager,	of National Stock India Ltd, The Exchange
Corporate Relationship Deptt,	Plaza, "Exchange
Stock Limited, Bombay Exchange	Bandra-Kurla Complex,
New Rotunda Floor, Trading Ring, 1St	Bandra (East),
Dalal P.J Towers, Street, Fort, Building,	MUMBAL-ZLQDEQSI
MBAIAmQL
Code: Scrip 502986	Code: VTL Scrip

SUB: COMPLIANCE UNDER REGULATION 24(A) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015.

Pursuant to Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Annual Secretarial Compliance Report duly issued by M/s B.K. Gupta & Associates, Company Secretary in Practice, for the financial year ended 31St March, 2019.

Kindly note and display the notice on your Notice Board for the information of the members of your exchange and general public.

Thanking You,

Yours.faithfully,

FOR VARDHMAN TEXTILES LIMITED

(SANJAY 6% GU PTA) COMPANY SECRETARY

U"

SECRETARIAL COMPLIANCE REPORT OF VARDHMAN TEXTILES LIMITED FOR THE YEAR ENDED 31.03.2019

We M/s B. K. Gupta & Associates have examined:-

• (a) all the documents and records made available to us and explanation provided by VARDHMAN TEXTILES LIMITED ("the listed entity"),
• (b) the filings/ submissions made by the listed entity to the stock exchanges,
• (c) website of the listed entity,
• ((1) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended March 31, 2019("Review Period") in respect of compliance with the provisions of:

• (i) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued there under; and
• (ii) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and exchange Board of India ("SEBI")

The specific regulations, whose provisions and the circulars/ guidelines issued there under, have been examined, include:-

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009/2018;
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
• (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
• (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013;

Regulations, 2015; ;

and other regulations as applicable and circulars/ guidelines issued thereunder;

and based on the above examination, We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and Circulars/ guidelines issued thereunder, except in respect of matters specified below:-

Sr.	Requirement Compliance	Deviations	of Remarks Observations/
No	circulars /guidelines (Regulations/		the Practicing Company
	including specific clause)		Secretary
	N.A.

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from our examination ofthose records.

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr.	Action taken	of Details	of action taken Details	Observations/ of remarks
No	by	violation	E.g. fines, warning	the Practicing Company
			etc letter, debarment,	if Secretary, any.
N.A.

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.	of Observations	Observations made	Actions	ofthe Comments
No	the Practicing	in the secretarial	taken by	Practicing Company
	Company	report Compliance	the listed	the on Secretary
	in the Secretary	for the ended year	if entity,	actions taken the by
	previous reports		any	listed entity

N.A.

Place: Ludhiana Date: 0'} IDS/iota

CP No.:5708