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Ador Welding Ltd.

BSE: 517041 Sector: Engineering
NSE: ADORWELD ISIN Code: INE045A01017
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VOLUME 1433
52-Week high 658.85
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P/E 37.46
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OPEN 472.00
CLOSE 473.95
VOLUME 1433
52-Week high 658.85
52-Week low 280.00
P/E 37.46
Mkt Cap.(Rs cr) 656
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ador Welding Ltd. (ADORWELD) - Director Report

Company director report

To

The Members

The Directors take pleasure in presenting the Sixty Fourth Annual Report of the Companyand the Audited Statements of Accounts for the financial year ended 31st March2017.

1.0 FINANCIAL PERFORMANCE

( Rs. in Lakhs)
Sr. No. Key Financial Indicators For the year ended 31st March 2017 For the year ended 31st March 2016 For the year ended 31st March 2017 For the year ended 31st March 2016
Standalone Consolidated
1.1 Sales & Other Income (Net of Excise Duty Discounts & Incentives) 44997 41239 45075 41362
1.2 Profit before Interest Depreciation Tax & Exceptional Items 4034 4630 4022 4620
1.3 Profit before Tax & Exceptional Items 2812 3378 2785 3354
1.4 Exceptional Items - (195) - (195)
1.5 Provision for Tax (including Deferred Tax) 945 918 941 920
1.6 Profit after Tax (PAT) & Exceptional Items 1867 2265 1844 2239

2.0 DIVIDEND AND RESERVES

2.1 The Board of Directors is pleased to recommend a Dividend of 50% (i.e. @ Rs.5/- per Equity Share) for the Financial Year (FY) 2016-17 subject to the approvalof the Members. Dividend for the previous FY 2015-16 was declared @ 50% (i.e. @ Rs.5/- per Equity Share)*.

2.2 The Dividend for FY 2016-17 shall be paid to those Shareholders andBeneficial Owners whose names appear in the Register of Members as on thecut off date for dividend payment.

2.3 The Board recommends transfer of Rs. 187 Lakhs (Rs. 227 Lakhs)* to General Reserve.(*Figures in brackets indicate previous year).

3.0 OPERATIONS

In FY 2016-17 the total Sales and Other Income went up by 9.11%. The year ended withSales and Other Income of Rs. 44997 Lakhs (Rs. 41239 Lakhs)*.

The Company's Sales and Other Income during FY 2016-17 comprised of the following: 3.1Welding Consumables at Rs. 28235 Lakhs (Rs. 27470 Lakhs)* recorded a marginal growthof about 2.78% over the previous year.

3.2 Equipment & Project Engineering at Rs. 15822 Lakhs (Rs. 13213 Lakhs)* was higherby about 19.75% over the previous year.

3.3 Other Income of Rs. 940 Lakhs mainly comprised of FOREX gain interest rentincome and profit on sale of investments etc. (Rs. 556 Lakhs)*.

(*Figures in brackets indicate previous year).

4.0 CAPEX

The Company incurred CAPEX ofRs. 1381 Lakhs and Capital work - in - progress as at 31stMarch 2017 was Rs. 402 Lakhs. CAPEX planned for FY 2017- 18 is Rs. 1476 Lakhs mainlyfor the following:– (a) Automation at Consumables and Equipment Plants.

(b) Production Equipment to balance lines for achieving capacity levels.

(c) Production related Equipment to improve "productivity and in-processquality". (d) Replacement of Old Machinery.

(e) Analytical Instruments for R&D. (f) IT Compliances.

5.0 SUBSIDIARY COMPANIES

5.1 Ador Welding Academy Pvt. Ltd. (AWAPL)

AWAPL a Wholly Owned Subsidiary of the Company focuses on creating a pool ofskilled welding technicians and professionals to serve a cross-section ofindustries in the infrastructure sector and also renders consulting tocorporates on setting up / improving their welding processes. AWAPL registered a totalrevenue of Rs. 103 Lakhs (Rs. 158 Lakhs)* with a net loss (before exceptional andextraordinary items & tax) of Rs. 27 Lakhs (Rs. 24 Lakhs)*.

(*Figures in brackets indicate previous year). Mr. Raman Kumar Chairman of AWAPL resignedfrom the Board of AWAPL and he is being relieved on 10th May 2017.The Board appreciates and acknowledges the contributions made & effortstaken by Mr. Raman Kumar in setting up AWAPL and also for the assistance &guidance provided by him during his tenure as the Director / Chairman of AWAPL. TheBoard of Directors of the Company nominated Mr. Satish M. Bhat (DIN: 05168265) onto theBoard of AWAPL as an "Additional Director" with effect from 09th May2017 as a replacement of Mr. Raman Kumar and requested him to take the Company forward toachieve its objective & goals.

5.2 Plasma Laser Technologies Ltd. (PLT)

During FY 2013-14 the Company had recognised diminution in the value of its investmentin PLT and had fully provided for the same in the financial accounts. In FY2014-15 a Petition for liquidation of PLT was filed by the employees of PLT withthe District Court sitting in Nazareth Israel. In view of this & orders ofDistrict Court of Nazareth the authority to operate & manage PLT vests with theCourt. The due process of law for liquidation is still in progress. Your Company does notforesee any further liability to devolve on it.

6.0 CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements relate to Ador Welding Ltd. and its whollyowned subsidiary Ador Welding Academy Private Ltd. These consolidatedfinancial statements are prepared in compliance with all the applicable AccountingStandards. The standalone financial statements of AWAPL are posted onto the websiteof the Company at the weblink below: http://www.adorwelding.com/images/pdf/key_financials/2017/Ador-Welding-Academy-Pvt.-Ltd---Financial-Statements-for-FY-2016-17.pdf and hence the same are not annexed with this 64th Annual Report.

The Annual Accounts and other related information of the said Subsidiary Company willalso be made available to the shareholders of the Holding Company.

The Annual Accounts of the Subsidiary Company are available for inspection to theshareholders at the registered office of the Company and your Company shall furnish aphysical copy of accounts of subsidiary to any shareholder of the Company on request.

7.0 RISK MANAGEMENT

Your Company has formulated an Enterprise Risk Management (ERM) framework to managevarious financial & non-financial risks amongst other things.

The Company has also adopted ERM Policy which helps to continuously assess& monitor the risks assumed by the Company. The processes are in placefor identifying evaluating and managing the risks. Based on the ERM Policy theBoard further states that there are no elements of risks which threaten the existence ofthe Company.

8.0 RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions is approved by the Board of Directorsand the same is uploaded on the Company's website:http://www.adorwelding.com/images/pdf/ corporate_policies/RPT_policy.pdf During FY2016-17 the Company entered into certain Related Party Transactions in the ordinary courseof business and on arms length basis with prior approval of the Audit Committee.The Audit Committee grants omnibus approval for the transactions with therelated parties which are foreseen & repetitive in nature. A detailed summaryof Related Party Transactions vis-- vis the omnibus approval is placed before the AuditCommittee & the Board of Directors for their review on a quarterly basis.

There are no materially significant Related Party Transactions executed betweenthe Company & its Promoters Directors Key Managerial Personnel orother designated persons that may have a potential conflict with the interest ofthe Company at large. None of the Directors have any pecuniary relationships ortransactions vis--vis the Company.

9.0 EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 theextract of Annual Return is appended hereto as Annexure - I and formspart of this Report.

10.0 CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its CSR initiatives the Company spent Rs. 41.18 Lakhs during FY 2016-17 outof the budgeted CSR expenditure of Rs. 51.67 Lakhs on various projects in thefollowing areas:

Promoting education among children women and underprivileged including specialeducation & employment enhancing vocation skills including skill development.

Promoting sanitation hygiene and making available safe drinking water or means for thesame to the underprivileged.

The said CSR projects are in accordance with Schedule VII to the Companies Act2013. The unspent amount as of 31st March 2017 was Rs.10.49Lakhs. The said unspent CSR amount was not utilized as the Company did not receiveany appropriate / suitable CSR proposals as per its Corporate Social ResponsibilityPolicy.

The Annual Report on CSR activities is annexed hereto as Annexure – II.

The composition of the CSR Committee is covered under the Corporate Governance Reportwhich is annexed to this Report as Annexure – IV.

11.0 LOANS & GUARANTEES

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

12.0 FIXED DEPOSITS

The Company has neither accepted nor renewed Fixed Deposits during FY 2016-17and FY 2015-16.

13.0 INSURANCE

The properties / assets of the Company are adequately insured.

14.0 ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 with respect to conservation of energytechnology absorption & foreign exchange earnings / outgo is appended hereto asAnnexure - III.

15.0 CORPORATE GOVERNANCE

As per the Listing Agreements executed with the

Stock Exchanges the Company has been following the Corporate GovernanceCode from FY 2001–02 onwards. The Company has complied with all therequirements of the Corporate Governance as per the Listing Agreement executed withthe Stock Exchanges for the period 01st April 2016 to 31st March2017 pursuant to Regulation 27(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and a separate Report is attachedhereto as Annexure - IV.

The Corporate Governance Compliance Certificate received from M/s. WalkerChandiok & Co. LLP Chartered Accountants Statutory Auditors of the Company is alsoattached to this Report.

The Management Discussion and Analysis Report as mandated under Schedule V ofSEBI (LODR) Regulations 2015 is also attached to this Report as Annexure V.

16.0 SIGNIFICANT AND MATERIAL ORDERS

During FY 2016-17 there were no significant orders passed against the Company by theregulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

17.0 NOMINATION & REMUNERATION POLICIES

As required under the provisions of Section 178(3) of the Companies Act 2013 and SEBI(LODR) Regulations 2015 the Company has adopted the policies for Directors' appointmentand remuneration including criteria for determining qualifications positive attributesindependence of Director etc. The details of the Remuneration Policy for Directors areexplained in the Corporate Governance Report attached hereto as Annexure - IV.

18.0 INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declaration of theirindependence as required under Section 149 (6) of the Companies Act 2013.

19.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL

19.1 Ms. Aruna. B. Advani (DIN: 00029256) and Mrs. N. Malkani Nagpal (DIN:00031985)Directors of the Company retire by rotation as per the Articles of Association of theCompany and are eligible for re-appointment.

The Board of Directors pursuant to Section

152 of the Companies Act 2013 & Rule

8 of the Companies (Appointment and

Qualification of Directors) Rules 2014 has received Form MBP-1 and Consent to act as aDirector in Form DIR-2 from

Ms. Aruna. B. Advani & Mrs. N. Malkani Nagpal.

19 .2 Necessary Resolutions for re-appointment of the aforesaid Directors have beenincluded in the Notice convening the ensuing AGM and details of the proposed appointeesare mentioned in the Appendix to the Explanatory Statement annexed to the Notice.

20 .0 DIRECTORS PERFORMANCE EVALUATION

The Company has completed a formal annual performance evaluation by the Boardof its own performance & that of its committees and individual Directors includingthe Executive Chairman & the Independent Directors. The manner of evaluationhas been explained in the

Corporate Governance Report in Annexure – IV.

21 .0 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) & 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby confirm that: a) in the preparation of the AnnualAccounts the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any; b)theDirectorshaveselectedsuchaccounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true &fair view of the state of affairs of the

Company at the end of the financial year and of the profit of the Company forthat period; c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing & detecting fraud andother irregularities; d) the Directors have prepared the Annual Accounts on agoing concern basis; e) the Directors have laid down internal financial controlsto be followed by the Company and that such internal financial controls are adequate &were operating effectively and f) the Directors have devised proper systems toensure compliance with the provisions of all the applicable laws and that suchsystems were adequate & operating effectively.

22.0 AUDIT COMMITTEE AND ITS RECOMMENDATIONS

The composition of the Audit Committee is covered under the Corporate GovernanceReport which is annexed to this Report as Annexure - IV.

The Board has accepted all the recommendations of the Audit Committee and hence thereis no further explanation to be provided for in this Report.

23.0 NUMBER OF BOARD MEETINGS

The Company has conducted 4 (four) Board meetings during FY 2016-17 and thedetails thereof are covered under the Corporate Governance Report which isannexed to this Report as Annexure - IV.

24.0 STATUTORY AUDITORS

At the 62nd Annual General Meeting held on 30th July2015 M/s. Walker Chandiok & Co. LLP Chartered Accountants (FRN: 001076N /N500013) were appointed as Statutory Auditors of the Company to hold office till theconclusion of the Annual General Meeting to be held in the calendar year 2019. In termsof the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe Auditors shall be placed for ratification at every subsequent Annual GeneralMeeting since their first appointment. Accordingly the appointment of M/s. WalkerChandiok & Co. LLP Chartered Accountants astheStatutoryAuditorsoftheCompanyisplacedfor ratification by the shareholders. In this regard the Company has received acommunication from the Auditors to the effect that if they are re-appointedit would be in accordance with the provisions of Section 141 of the Companies Act2013.

25.0 STATUTORY AUDITOR'S REPORT

There are no qualifications in the Auditor's Report & therefore there are nofurther explanations to be provided for in this Report.

26.0 SECRETARIAL AUDITOR & ITS REPORT

The Board of Directors had appointed M/s. N. L. Bhatia & Associates (UniqueIdentification Number: P1996MH055800) a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for FY 2016- 17. The SecretarialAudit Report is annexed herewith as Annexure - VI. There are noqualifications in the said Report and therefore no explanations are provided in thisReport.

27.0 COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act 2013 the Boardof Directors had appointed M/s. Kishore Bhatia & Associates Cost AccountantMumbai as the Cost Auditor of the Company for FY 2016-17.

The brief information of the Cost Auditor and the Cost Audit Report is as under: 27.1Name of the Cost Auditor: M/s. Kishore Bhatia & Associates 27.2 Address:701/702D-WingNeelkanthBusiness Park Nathani Road Vidhyavihar (West) Mumbai – 400086 MaharashtraIndia. 27.3 Membership No.: 31166 27.4 Firm Regn. No. : 00294 27.5 Duedate for filing Cost Audit Report (XBRL) for FY 2015-16 by the Cost Auditor withthe Central Government: Within 180 days from the end of the financial year(30th September 2016).

27.6 Actual Date of filing of Cost Audit Report for FY 2015-16 with the CentralGovernment: 19th September 2016

The Company has appointed M/s. Kishore Bhatia & Associates CostAccountants Mumbai (Firm Registration No. 00294) as the Cost Auditors for FY2017-18 also. As required under the Companies Act 2013 the remuneration payable tothe Cost Auditor for FY 2017-18 is being placed before the Members at the ensuingAnnual General Meeting for ratification. Accordingly a Resolution seekingMembers' ratification for the remuneration payable to M/s. Kishore Bhatia &Associates Cost Auditors is included as Item No. 6 of the Notice convening theAnnual General Meeting.

28.0 VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has framed a policy on Vigil Mechanism-cum-Whistle Blower whichenables any Director / employee of the Company to report their genuine concerns /instances of any unethical / improper activity directly to the Chairman of theAudit Committee as a Protected Disclosure. The detailed policy is also posted onthe Company's intranet Portal SANVAD and onto its website at http://www.adorwelding.com/images/pdf/corporate_ policies/whistle_Blower_cum_Vigil_Mechanism_Policy.pdf

29.0 POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy under The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and also formed aCommittee to look into the Complaints if received. During FY 2016-17 the Company carriedout various awareness programs on this subject. No complaints were receivedby the Committee during FY 2016-17.

30.0 EMPLOYEES

30.1 The industrial relations at all the Plants and Offices of the Company continue toremain harmonious cordial and peaceful. 30.2 The information required pursuant toSection 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of the employees of the Company is annexed herewith as Annexure - VII.

30.3 The manpower strength of the Company as at the date of this Report is 601.

31.0 ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation for theinvaluable contribution and spirit of dedication shown by the employees at alllevels during FY 2016-17. The Directors also express their deep gratitude forthe business assistance co-operation and support extended to your Company by its CustomersDistributors Dealers Suppliers Service Providers Bankers various GovernmentOrganisations / Agencies & Shareholders and look forward to their continuedsupport and co- operation in future also.

For and on behalf of the Board
Aruna B. Advani
Place: Mumbai Executive Chairman
Date: 09th May 2017 (DIN: 00029256)

Corporate Social Responsibility (CSR) Policy

Philosophy on CSR:

At Ador Welding Limited (AWL) fulfilling the Corporate Social Responsibility (CSR)primarily means to personify our statement of Corporate Group Vision i.e. "to fosterbusiness excellence high ethical & social practices and create pride for allstakeholders in ADOR family".

At AWL we believe in the ethos of Triple-Bottom-Line Approach to achieve a balance ofeconomic environmental and social imperatives. We ardently endeavour to make CSR acornerstone of our corporate culture and thereby contribute to the social & economicdevelopment of the community in which we operate.

In pursuit of our commitment to comprehensive growth we venture to have in place aframework to integrate social environmental humanitarian concerns into our core businessstrategy in the best interest of all our stakeholders.

Focus areas of CSR:

Arising from this the key focus areas that echo AWL's CSR policy are the followingand AWL' s CSR programs will cover all or any of these focus areas:

Eradicating hunger poverty and malnutrition promoting preventive healthcare &sanitation making available safe drinking water;

Promoting education; including special education and employment enhancing vocationalskills especially among children women elderly and the differently abled and livelihoodenhancement projects;

Promoting gender equality empowering women setting up homes and hostels for women andorphans setting up old age homes day care centres and such other facilities forseniorcitizensandmeasuresforreducinginequalitiesfaced by socially and economicallybackward groups;

Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agro forestry conservation of natural resources and maintainingquality of soil air & water;

Taking up Rural development projects;

Contributing to development & improvement in quality of life of the workforce andtheir families as well as of the society at large.

Conservation of energy including projects related to renewable sources of energy.

Organisational mechanism for CSR:

The Board of Directors shall form a CSR Committee pursuant to the provisions of Section135 of the Companies Act 2013 and will lay down the guidelines / key focus areas for theCSR activities every year.

The CSR committee will be in charge for:

developing the CSR annual strategy based on the guidelines set by the Companies Act2013 & Rules framed thereunder.

preparing annual plan for CSR activities project development project approval etc.

deciding on the modalities of execution of programs contracting budgeting &payments. monitoring the execution mechanism for CSR projects.

Periodic reporting and communication to the Board.

The CSR Committee will ensure the following:

appropriate organizational structure to effectively identify monitor & manage CSRissues and performance relevant to our businesses.

all kinds of income accrued to AWL by way of CSR activities if any to be creditedback to CSR corpus.

Implementation Mechanism of CSR:

CSR activities will be implemented either directly on its own by the Company orthrough non-profit organisations which are into CSR activities.

AWL can also enter into collaborative partnerships with the Government NGOsindependently registered non-profit organisations or with other like-minded stakeholdersso as to widen the Company's reach and leverage upon the collective expertise &experience these partnerships will pool in their resources for CSR activities.

Management Commitment to CSR:

All Adorians will adopt the essence of CSR considerations illustrated in this policyinto their day-to-day work activities and will act as role models.

AWL believes that in doing so we will add significant value to our society.

Composition of the CSR Committee:

The committee will consist of three or more directors out of which at least oneDirector shall be an Independent Director. No sitting fees will be paid to the Members ofCSR Committee.

Functions of the CSR Committee: a. To formulate and recommend to the Board a CSRPolicy indicating the activities to be undertaken by the Company. b. Recommend theamount to be spent on these activities. c. Monitor the Company's CSR policyperiodically. d. Preference to be given to the local areas from where the Companyoperates for CSR spending.

ANNEXURE III – TO THE DIRECTORS' REPORT

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS & OUTGO AS REQUIRED UNDER SECTION 134 (3)(m) OF THECOMPANIES ACT 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES 2014.

A. Conservation of Energy

1. In consumable plants DC Motor and drive are converted to AC Motor and Drive withlatest PLC logic.

2. Change in design of "Die" for wire drawing operation has led to saving ofelectricity.

3. Many initiatives are taken to increase productivity of manufacturing operations inElectrode Extrusion SAW Flux Manufacturing etc. These initiatives have resultedin reduced energy utilization.

B. Technology Absorption

The Company has 2 (two) Technology Development Centres (TDCs) 1 (one) each forConsumables and Equipment both located at Chinchwad Pune in Maharashtra. TheseTDCs continue to pursue their goals with renewed vigour in terms of innovationupgradation improvement and cost reduction. These TDCs regularly interact with the market/ users for improving the competitive features and performance of the Company'sproducts. Some of the significant technology absorptions / innovations are listedhereunder:

1. Design and development of 500A High current rating AC / DC Pulse TIG welding machinefor higher thickness Aluminum and other metal TIG welding. This is having digital LCDdisplay for easy user interface with the machine.

2. Development of high current inverter based plasma cutting machine having cuttingcapacity of 35 mm which can be interfaced with CNC machine for automation.

3. Industrial design of 400A inverter based machine with improved features for machinehandling has been granted the prestigious "INDIA DESIGN MARK 2017" certificatewhich is given for Industrial design in Equipment category.

4. Innovative measurement method has been established for measuring SAW flux fragilityand eccentricity.

5. Developed and introduced the pulse MIG welding machine for pulse MIG process bydeveloping the innovative algorithm for producing the current pulses and stable arclength. This algorithm has been developed for various combinations of Material andshielding gases.

6. Following components are developed locally as import substitute: a) Ferritetransformer of 300A inverter machines. b) Current-sensors for sensing welding current.

7. Energy Conservation and Safety: a) CE marking was awarded to model CHAMPT400. For complying with CE marking requirement machine has to be tested for safety withrespect to Electrical Hazards and Fire Hazards. Apart from safety hazards CE markedmachines should not produce any electrical pollution like Current Harmonics and should notemit electromagnetic noise on electric supply lines. b) Introduced new environmentalfriendly packaging material called Expanded Polyethylene Foam for packing machines. c)Designed and implemented the innovative active power factor correction circuit for singlephase machines which provides power factor of almost equal to one.

8. Summary of expenditure on R & D:

( Rs. in Lakhs)
Particulars FY 2016-17 FY 2015-16
Capital 92 14
Recurring 416 371
Total 508 385
Total R & D expenditure as a percentage of total turnover 1.13% 0.93%

C. Foreign Exchange Earnings & Outgo:

( Rs. in Lakhs)
Particulars FY 2016-17 FY 2015-16
Foreign Exchange Earnings 9604 4163
Foreign Exchange Outgo 3770 4516

ANNEXURE VII - TO THE DIRECTORS' REPORT

DETAILS OF DIRECTORS & EMPLOYEES REMUNERATION PURSUANT TO SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014.

1. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for Financial Year (FY) 2016-17:

Sr. No. Name of the Director Designation Ratio
1 Ms. A. B. Advani Executive Chairman 38.95
2 Mr. S. M. Bhat Managing Director 36.75
3 Mrs. N. Malkani Nagpal Whole – Time Director 27.62
4 Mr. R. A. Mirchandani Director (Non-Executive) 1.04
5 Mr. A. T. Malkani Director (Non-Executive) 1.10
6 Mr. D. A. Lalvani Director (Non-Executive) 1.16
7 Mr. M. K. Maheshwari Director (Independent & Non-Executive) 1.14
8 Mr. P. K. Gupta Director (Independent & Non-Executive) 1.12
9 Mr. R. N. Sapru Director (Independent & Non-Executive) 1.06
10 Mr. K. Digvijay Singh Director (Independent & Non-Executive) 1.12
11 Mr. G. M. Lalwani Director (Independent & Non-Executive) 1.03
12 Mr. S. G. Mirchandani Director (Independent & Non-Executive) 1.00

2. The percentage increase in remuneration of each of the Directors ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if anyin FY 2016-17:

Sr. No. Name of the Director / KMP Designation % variance
1 Ms. A. B. Advani Executive Chairman 7.77
2 Mr. S. M. Bhat Managing Director 15.31
3 Mrs. N. Malkani Nagpal Whole – Time Director 11.06
4 Mr. R. A. Mirchandani Director (Non-Executive) -17.76
5 Mr. A. T. Malkani Director (Non-Executive) -13.38
6 Mr. D. A. Lalvani Director (Non-Executive) -7.10
7 Mr. M. K. Maheshwari Director (Independent & Non-Executive) -12.90
8 Mr. P. K. Gupta Director (Independent & Non-Executive) -13.17
9 Mr. R. N. Sapru Director (Independent & Non-Executive) -13.83
10 Mr. K. Digvijay Singh Director (Independent & Non-Executive) -13.17
11 Mr. G. M. Lalwani Director (Independent & Non-Executive) -9.98
12 Mr. S. G. Mirchandani Director (Independent & Non-Executive) -16.47
13 Mr. V. M. Bhide Head - Corp. Admin. IA KM Legal & Company Secretary 4.86
14 Mr. G. A. Patkar Chief Financial Officer NA

3. The percentage increase in the median remuneration of employees in FY 2016-17over FY 2015-16:

6.64%

4. The number of permanent employees on the rolls of the Company as on 31stMarch 2017: 598

5. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in FY 2016-17 and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out ifthere are any exceptional circumstances for increase in the managerialremuneration: There was no significant difference between Managerial and Non-Managerialpercentile increase (64 percentile decreased to 60 percentile for Non-Managerial cadrewhereas for Managerial cadre excluding Whole-time Directors it decreased from 67percentile to 66 percentile).

6. Affirmation that the remuneration is as per the Remuneration Policy of theCompany: Yes

7. Details of top 10 employees in terms of remuneration* drawn during FY 2016-17

Sr. No. Name Age (Years) Designation Qualification/s Years of Experience Date of Commencement of Employment Last Employment
Post Held Name of the Last Employer
1 Manoj Pandey 45 Head - Human Resources B.E. (Electronics & Instrumentation) PG in HRM 24 2-Apr-12 Head – HR Operation s Tata Teleservics Ltd
2 V.M.Bhide 48 Head - Corp. Admin IA KM Legal & Company Secretary B.Com. LL.B. (Gen) AICMA DTL DLL & LW FCS 29 4-Jan-93 Assistant BASF India Ltd
3 Rajendra Nath 51 Head - PEB B.E (Mechanical) CPEM (Export Management) & EMBA from IIM Kolkata 27 16-Jul-12 GM - Business Development Shilchar Technologies Ltd
4 Sunanda Kumar Palit 54 Head – Product Imp Equipment Quality CCC & Technical support to WAPS B. Tech. (Hons.) from IIT Kharagpur 33 4-Jun-12 Divisional Product Manager (Equipment Division) ESAB India Ltd
5 Sunil S Bhoi 58 Head - Plant Operations B.E. (Electrical) 34 1-Jul-83 Head - Plant Operations Started his career with AWL only
6 Aniruddha R. Vilekar 44 Sales Head - Consumables and Head - Marketing BE (Met) 23 2-Jul-08 National Sales & Development/ Product Head Vikas Powder Metallurgy Pvt. Ltd
7 Girish A. Patkar 61 Chief Financial Officer (CFO) B Sc (Chemistry) MBA/ PGDM (Finance) 35 1-Sep-15 CFO Equinox Realty & Infrastructure Pvt Ltd
8 Ulhas Pujari 44 Plant Head - Chinchwad BE and MBA 24 15-Jul-13 DGM Production Carraro India Limited
9 Sachin Dobhada 50 Head - TDC (E) BE (Industrial Electronics) 29 8-May-06 Head- R & D Hueco Electronics India Pvt. Ltd
10 Vineet Bansal 48 Sales Head – Equipment WAPS & CNC Cutting Mechanical Engineering 25 3-Nov-92 Engineer – Technical Services Cimmco Limited Bharatpur

* The statement of remuneration will be made available for inspection by the Members atthe registered office of the Company during business hours on working days. InterestedMembers may write to the Company Secretary for obtaining a copy. None of the employees whoare posted abroad are drawing remuneration of over Rs. 60 lakhs per annum or Rs. 5 lakhsper month.

Details of the employees with annual remuneration of Rs. 102 lakhs or more who areemployed throughout the year or monthly remuneration of Rs. 8.50 lakhs or more even ifemployed for part of the year during FY 2016-17:

Sr. No. Name Age Designation (Years) Remuneration (Gross) Rs. ( in Lakhs) Qualification/s Years of Experience Date of Commencement of Employment Last Employment
Post Held Name of the Last Employer
1 Ms. A. B. Advani 62 Executive Chairman 146.65 Science Graduate (Hons) University of Sussex Owners Management Programme Harvard Business School Strategic Financial Planning IIM Ahmedabad 41 01-05-1999 Managing Director J.B. Advani & Co. Pvt. Ltd.
2 Mrs. N. Malkani Nagpal 47 Whole Time Director 141.09 B.Sc. In Business & Economics from Lehigh University PA USA MBA (Finance) from Imperial College UK 24 03-10-1997 Chairman & Whole Time Director J.B.Advani & Co.Pvt.Ltd
3 Mr. S. M. Bhat 56 Managing Director 102.83 Bachelor of Engineering (B.E.) from VJTI Mumbai Post Graduation in International Marketing & Finance from International Management Institute (IMI) New Delhi 32 02-06-2008 V.P. (Business Development) Schuler (India) Pvt. Ltd.

Notes:

1. All the above Appointments are Contractual.

2. Remuneration shown above comprises of salary allowances bonus commissionperquisites and Provident Fund Superannuation Fund etc. wherever applicable.

3. Information regarding qualifications experience and last employment held is basedon particulars furnished to the Company by the employees concerned.

4. Ms. A. B. Advani holds 295480 equity shares and Mrs. N. Malkani Nagpal holds57352 equity shares whereas Mr. V. M. Bhide holds 150 equity shares of theCompany.

5. None of the above named Directors and employees are related to any other Directorsor to each other or to any other employees of the Company.

For and on behalf of the Board
Place: Mumbai Aruna. B. Advani
Date: 09th May 2017 Executive Chairman
(DIN: 00029256)