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Batliboi Ltd.

BSE: 522004 Sector: Engineering
NSE: BATLIBOI ISIN Code: INE177C01022
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OPEN 29.00
CLOSE 28.45
VOLUME 6629
52-Week high 43.90
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 80
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Batliboi Ltd. (BATLIBOI) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 73 Annual Report together with theAudited Accounts for the financial year ended 31 March 2017.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars

For the Year ended

31.03.2017 31.03.2016 31.03.2017 31.03.2016
Standalone Standalone Consolidated Consolidated
Gross Turnover (Including Indirect Sales) 36392.33 33903.34 46190.75 45080.90
Total Income 10675.88 10380.60 20660.23 21791.49
PBDIT (560.03) (651.92) (403.09) (145.48)
Less: Finance Cost 515.81 725.54 801.45 875.39
Less: Depreciation 216.69 215.64 551.16 616.20
Profit/(Loss) Before Tax & Exceptional (1292.53) (1593.10) (1755.70) (1637.07)
Items
Exceptional items: Income/(expenses) 593.95 1629.61 593.95 1629.61
PBT (698.58) 36.51 (1161.75) (7.46)
Provision of Taxation : Current Tax 0 7.00 (25.30) (30.59)
Deferred Tax 4.50 45.00 4.50 41.54
Mat credit available for set off 0 (7.00) 0 (7.00)
Tax adjustments in respect of earlier years 0 2.87 0 2.87
PAT (703.08) (11.36) (1140.95) (14.28)

2. REVIEW OF OPERATIONS AND OUTLOOK

During the financial year 2016-17 turnover of the standalone company has increased by3% and the sales d flownward trend of the last 3 years has been reversed.

Machine Tools sales increased by 12% whereas Textile Division sales reduced by 3%.Machine Tools is in turnaround mode and has reduced its losses by Rs. 516 lakhs. TextileEngineering Division profits decreased by Rs. 210 Lakhs due to l flower sales.

The cost reduction and quality improvement programs in Machine Tools have resulted inreversing the trend. The company has improved its sales performance in private sector.

Textile Engineering Group sales decreased due to l flower demand of SpinningMachineries. The gr flowth in knitting sector resulted in good orders in 2016-17 but dueto longer deliveries sales postponed to 2017-18.

Our economy is looking up and with the government's focus on 'Make in India'infrastructure defense equipment manufacturing etc. The demand for the capital goods willgr flow. Hence the outlook for your company is promising.

3. DIVIDEND

In view of operating losses for the year your Directors do not recommend any Dividendfor the year ended 31 March 2017.

4. TRANSFER TO RESERVES

The loss for the Year is Rs. (703.08) Lakhs. Loss of Rs. (703.08) Lakhs is debited tothe Profit and Loss account.

5. SHARE CAPITAL

During the financial year 2016-17 there is no change in the Authorized IssuedSubscribed and Paid-up share capital of the Company. As on 31 March 2017 the Company ishaving Authorized share capital of Rs. 300100000 comprising of 46170400 EquityShares of Rs. 5 each and 692480 Preference shares of Rs. 100 each. The IssuedSubscribed and Paid-Up Share Capital of the Company as on 31 March 2017 is Rs.212827415. During the year under review the Company has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or Directors of the Company under any Scheme.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Subsidiary Companies

i) Quickmill Inc. Canada

Quickmill Inc. headquartered in Peterborough Canada is engaged in manufacturing andsale of large size Gantry Drilling and Milling Machines. Its customers are mainly fromEnergy Structural Steel & Job Shop manufacturing sectors.

The sales of Quickmill Inc. has reduced from CAD 8.5 million to CAD 6.7 million and theloss has increased from CAD 274000 to CAD 480000. The performance of the company isaffected due to l flow oil prices and therefore less demand from Americas and Middle Eastmarkets for such machineries.

Quickmill has already sh flown sign of improvement in 4 quarter of 2016-17. The changein policies in USA t flowards more local manufacturing and focus on oil & gas sectoraugurs well for the prospect of Quickmill in 2017-18.

ii) AESA Air Engineering France

AESA SA is head quartered in France with subsidiaries in China Singapore and India. Itis engaged in the business of Air Conditioning and ltration in textile tobacco non wovenand glass industries.

The sales of French subsidiary AESA has reduced by 4% from Euro 9.8 million in2015-16 to Euro 9.4 million in the current year. The profitability has reduced from Euro209000 to Euro 59500.

AESA begins 2017-18 with healthy orders backlog with focus on new market and withrestructuring of AESA India. The company expects improved performance in 2017 - 18.

During the financial year 2016 - 17 no company has become or ceased to be subsidiaryof the company and no material change in the nature of the business of the existingsubsidiaries has taken place.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company with its Subsidiaries forms partof the Annual Report and the Accounts in accordance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Companies Act 2013 and applicable AccountingStandards prescribed by The Institute of Chartered Accountants of India.

The Board of Directors of the Company reviewed the affairs of subsidiaries of theCompany. In accordance with Section 129(3) of the Companies Act 2013 the Company hasprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report. Further a statement containing salient features of thefinancial statements of the Company's subsidiaries is given in Form No. AOC-1 at the endof this Report. The Company will make available the accounts of subsidiaries to any memberof the Company on request.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Re-appointment of Mr. Nirmal Bhogilal

As per the provisions of Companies Act 2013 Mr. Nirmal Bhogilal Chairman & WholeTime Director will retire at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. Your Directors recommends his re-appointment.

ii) Resignation of Mr. Ulrich Duden

Mr. Ulrich Duden Non-Executive Independent Director has resigned from Directorship ofthe Company with effect from 25.10.2016 due to his pre-occupancy with other commitments.

iii) Company Secretary (Key Managerial Personnel)

Mrs. Sarika Singh appointed as Company Secretary & Compliance Of of cer with effectfrom 25.10.2016 in place of Ms. Namita Thakur who resigned from the post of CompanySecretary & Compliance Of of cer with effect from 31.08.2016.

8. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 stating that they meet thecriteria of independence as provided therein and also none of the Directors of the Companyare disqualified under Section 164(2) of the Companies Act 2013.

9. BOARD EVALUATION

In compliance with the Companies Act 2013 and Securities and Exchange Board of India(SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) theannual performance evaluation of the Non-Independent Directors Chairman and the Board asa whole (including its Committees) was carried out in the separate meeting of IndependentDirectors.

Independent Directors in their separate meeting held on 14 March 2017 reviewedperformance of the Non Independent Directors Chairman and Board as a whole includingcommittees the same was shared with the Board on its meeting held on 16 May 2017. Allthe directors present participated in the discussion & suggested areas ofimprovement/changes. Assessment of Independent directors was shared with the Chairman ofthe Board who had one to one feedback session with them. Independent Directors in theirseparate meeting also reviewed the performance of the Chairman after taking into accountthe views of all the Directors.

The Nomination and Remuneration Committee reviewed the results of the annualperformance evaluation of Independent Directors in its Meeting held on 16 May 2017 andexpressed overall satisfaction on the performance of the Independent DirectorsNon-Independent Directors Chairman and the Board as a whole (including its Committees).

10. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation programme seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.

The policy on Company's familiarisation programme for Independent Directors is postedon the Company's website www.batliboi.com.

11. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company was revised on 30 January 2016in line with Part D of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Nomination and Remuneration policy is posted on theCompany's website www.batliboi.com. The more details about the Nomination and Remunerationpolicy is provided in corporate governance report.

12. NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four (4) Board Meetings and four (4) Audit Committee Meetings wereheld. The details of which are given in Corporate Governance Report that forms part ofthis Annual Report.

13. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR) a Report on Corporate Governance alongwith Compliance of certificate issued by Statutory Auditor of the Company forms integralpart of this Report.

14. EMPLOYEE STOCK OPTION PLAN

The Company has implemented Employees Stock Option Plan (ESOP) with a view toencourage reward and retain the employees and to give them an opportunity to participatein the gr flowth of the Company in accordance with SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 [applicable till October 27 2014] andSEBI (Share Based Employee Benefits) Regulations 2014 [applicable from October 28 2014]duly approved by the Members at their Extra - Ordinary General Meeting held on 13December 2011.During the year 2016-17 130000 Options were lapsed which has been addedback to the available bank and the same will be used for issue of options.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014 and Section 62(1) (b) of the Companies Act 2013 read with Rule 12(9) ofthe Companies (Share Capital and Debentures) Rules 2014 are set out in 'Annexure A'to this Report.

A of certificate from the Statutory Auditors of the Company as required underRegulation 13 of SEBI (Share Based Employee Benefits) Regulations 2014 shall be placed atthe ensuing Annual General Meeting for inspection by the Members.

15. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe year.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of Loans Guarantees given and Investments made during the year coveredunder the provisions of Section 186 of the Companies Act 2013 are given in the notes tothe Financial Statements.

17. RELATED PARTY TRANSACTIONS

All Related Party transactions that wereflentered into during the financial year wereon the arm's length basis and were in ordinary course of business and in compliance withthe applicable provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. There are no materially significant relatedparty transactions between the Company and the Promoters Directors Key ManagerialPersonnel Subsidiaries relatives or other designated persons which may have a potentialconflict with the interest of the Company at large. Accordingly particulars of contractsor arrangements with related parties referred to in Section 188(1) along with thejustification for entering into such contract or arrangement in form AOC-2 in terms ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is notapplicable to the Company.

All Related Party Transactions were placed before the Audit Committee and have beenapproved by the Board. Omnibus approval is obtained for the transactions that are foreseenand repetitive in nature.

Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website www.batliboi.com.

18. AUDIT COMMITTEE COMPOSITION

The details pertaining to composition of Audit Committee are included in CorporateGovernance report which form part of this Report.

19. VIGIL MECHANISM / WHISTLE BL FLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meeting of the Board and its P flowers) Rules 2014 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has adopted vigil mechanism policy in place to enable the Directors andemployees to have direct access to the Chairman / Managing Director or the Members of theAudit Committee. The details of the vigil mechanism is explained in the CorporateGovernance Report and also posted on the website of the Company at www.batliboi.com

20. HUMAN RESOURCE

The total numbers of employees in the Company were 366 as on 31 March 2017. Technicaltraining for manufacturing personnel was conducted at the Company's manufacturing unit atUdhna. Topics including Lean Manufacturing 7 QC Tools Metal Cutting Tools WeldingTechnology Kaizen ISO 9001 awareness First Aid & Safety awareness CommunicationSkills were covered during the sessions. Productivity & Process Improvementinitiatives continued at the manufacturing units.

During the year under review industrial relations in the factory were cordial andpro-active and all employees and the Union supported productivity and process improvementmeasures undertaken at all the functions of the Company.

The Company has in place Health Safety and Environment policy for Udhna operations.The same is reviewed by the Board from time to time and appropriate actions are taken asdirected.

21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act 2013 every company having net worth ofrupees five hundred crore or more or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during any financial year shall constitute aCorporate Social Responsibility (CSR) Committee of the Board. Your Company does not fallunder the provisions of aforesaid Section; therefore CSR Committee has not beenconstituted.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act 2013Regulation 34(2)(e) read with Schedule V of Securities and Exchange Board of India (SEBI)(Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) is given inthis Annual Report for the year under review.

23. AUDITORS

Statutory Auditors and Statutory Audit Report

The tenure of Statutory Auditors M/s. V. Sankar Aiyar & Co. Chartered Accountantsexpires at the ensuing Annual General Meeting. As per the recommendation of the AuditCommittee and the Board of Directors M/s. Mukund M. Chitale & Co. CharteredAccountants Mumbai (ICAI) Firm Registration No. 106655W are proposed to be appointed asStatutory Auditors of the Company in place of M/s. V. Sankar Aiyar & Co. CharteredAccountant (ICAI) Firm Regn. No 109208W subject to approval of shareholders. M/s. MukundM. Chitale & Co. have confirmed their eligibility under Section 139 and 141 of theCompanies Act 2013 and the rules framed there under for appointment as Auditors of theCompany. As required under the Securities and Exchange Board of India (SEBI) (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR) the Auditors have alsoconfirmed that they hold a valid of certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

The Statutory Auditors M/s. V. Sankar Aiyar & Co. Chartered Accountants haveissued their reports on Standalone & Consolidated Financial Statements for thefinancial year 2016-17.

No frauds have been reported by the Statutory Auditors during the financial year2016-17 pursuant to the provisions of Section 143(12) of the Companies Act 2013.

The Auditor has commented on the payment of the remuneration in excess of the ceilingunder Schedule V of the Companies Act 2013 up to September 12 2016 but the Company hadapplied to the Central Government for payment/waiver of excess remuneration. The approvalfor the same is awaited.

Cost Auditors and Cost Audit Report

In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 the Board has on the recommendation ofthe Audit Committee appointed M/s. Talati & Associates Cost Accountants at aremuneration of Rs. 50000/- (Rupees Fifty Thousand Only) plus service tax as applicableand reimbursement of out of pocket expenses as may be incurred for conducting the CostAudit for the financial year 2017-18. Prof. V. J Talati is having Fell flow Membership no.2203. Their Firm Registration No. 00213.

In terms of the provisions of Section 148(3) of the Companies Act 2013 read with Rule14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 the remuneration payable tothe Cost Auditor is required to be rati ed by the Members of the Company. Accordingly aresolution seeking Members' rati cation for the remuneration payable to the Cost Auditorforms part of the Notice convening the ensuing Annual General Meeting.

The Company has led the Cost Audit Report for the financial year ended 31 March 2016submitted by M/s. Talati & Associates Cost Accountants on 5 October 2016. The CostAudit Report for the financial year ended 31 March 2017 will be filed in due course.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Ashish Bhatt & Associates Practicing Company Secretaries asSecretarial Auditors of the Company for the financial year 2017-18.

The Secretarial Audit Report for the FY 2016-17 contains observation for the payment ofremuneration to the new Managing Director appointed with effect from February 1 2016 inexcess of the ceiling under schedule V of the Act up to September 12 2016 but theCompany has applied to the Central Government for payment/waiver of excess remunerationapproval for the same is awaited. There is no other reservation adverse remark ordisclaimer. The Secretarial Audit Report has been given in the Annexure 'B' to thisReport.

Internal Auditors and Internal Audit Report

In accordance with the provisions of Section 138(1) of the Companies Act 2013 theCompany has appointed M/s. Aneja Associates Chartered Accountants as Internal Auditor ofthe Company for the Financial Year 2017 - 18. The Audit Committee reviews the findingsmade by the Internal Auditors in their Report on quarterly basis and makes necessaryrecommendations to the management.

24. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the erstwhile provisions of Section 205C of the Companies Act 1956the Company had transferred Unpaid or Unclaimed dividend and interest thereon whichremained unclaimed or unpaid for a period of 7 years from the date it become due forpayment to the Investors Education & Protection Fund (IEPF) established by the

Central Government. The list of Unclaimed Dividend transferred to IEPF is uploaded onCompany's website at www.batliboi.com. As on 31 March 2017 the Company do not have anyunpaid dividend due to be transferred to Investor Education and Protection Fund.

Thus any claimant of dividend transferred above shall be entitled to claim thedividend from Investor Education and Protection Fund (IEPF) in accordance with such rulesprocedure and submission of documents as prescribed by the Central Government in thisregard.

25. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3) (m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 are given in the 'Annexure C' forming part ofthis Report.

26. LISTING

Presently 28715883 Equity Shares are listed on BSE Limited Phiroze Jeejeebhoy Tflowers Dalal Street Mumbai - 400 001 (Scrip Code: 522004) and the Company has paid theAnnual listing fees for the financial year 2017-18.

Further the Company has obtained Listing and trading approval for 1680000 EquityShares of Rs. 5/- each issued and allotted by the Board of directors of the Company attheir meeting held on 21.04.2009 pursuant to the Scheme of Amalgamation between BatliboiSPM Pvt. Ltd.(''Transferor Company'') and Batliboi Ltd. (''Transferee Company''). TheCompany has also obtained Listing and trading approval for 33333 Equity Shares of Rs. 5/-each fully paid up issued and allotted pursuant to exercise of options granted under theESOP in the Board meeting held on 27 January 2015.

27. SAFETY AUDIT

As per the Company's practice safety audit is conducted once in two years.Accordingly Safety Audit was conducted on 2 & 3 May 2017 by an IndependentConsultant Mr. Yogesh finanavati.

28. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressel) Act 2013and Rules framed there under the Company has implemented a policy on preventionprohibition and redressel of Sexual harassment of Women at workplace. All employees(permanent contractual temporary trainees) are covered under this policy. Accordinglyan Internal Complaint Committee has been formed and the policy on 'Anti-Sexual Harassment'is posted on the website of the Company at www.batliboi.com.

Matters handled by Internal Complaint Committee during the year 2016-17 are as follflows:-

Number of complaints on sexual harassment received during the year: NIL Number ofcomplaints disposed off during the year: N.A.

Number of cases pending for more than 90 days: N.A. Nature of action taken by theEmployer: N.A.

Number of Workshops: NIL

29. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 is appended as 'Annexure

D' to this Report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courtsor tribunals affecting the going concern status and the Company's operations in future.

31. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of the employees of the Company are annexed to this report as 'Annexurefle'.

In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 none of the employees are in receipt of remuneration in excess of the limitsset out in the said Rules.

32. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effective Internal Control overfinancial reporting. Standard operating practices have been laid d flown and are beingfoll flowed. The criterion is also being audited and management has taken effective stepsto ensure adequate control over financial reporting.

33. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. In line with corporate bestpractices your Company assesses the risks in the internal and external environment whichwill monitor evaluate and execute all mitigation actions in this regards and takes allmeasures necessary to effectively deal with incidences of risk. Adequate risk managementframework capable of addressing the risks is in place.

34. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

During the year the Company has concluded the process of sale of its industrial landsituated at Plot no. 24 fiveerasandra Industrial Area in Survey Nos. 32 and 33 (Pt.) offiveerasandra Village Attibele Hobli Anekal Taluka Bangalore District. The transactionwas not a related party transaction and the buyer was not related to the Promoter /Promoter group / Key Managerial Personnel.

35. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their kn flowledge and belief and according to the information andexplanations obtained by them your Directors make the foll flowing statements in terms ofSection 134(3) of the Companies Act 2013:-

a) in the preparation of the annual accounts the applicable accounting standards hadbeen foll flowed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for year ended 31 March 2017;

c) they have taken proper and sufficient care to the best of their kn flowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) that proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating efficiently.

36. CAUTIONARY STATEMENT

of certain Statements in this Annual Report may constitute “forward-lookingstatements”. These forward looking statements are subject to a number of risksuncertainties and other factors which could cause actual results to differ materially fromthose suggested by forward looking statements. Important factors that could in uence theCompany's operation can be affected by global and domestic demand and supply conditionsaffecting selling prices of finished goods input availability and prices changes ingovernment regulations tax laws economic developments in India and in countries in whichthe Company conducts business litigation industrial relations and other incidentalfactors.

37. ACKN FLOWLEDGEMENTS

Your Directors take this opportunity to express and place on record their appreciationfor the continued support cooperation trust and assistance extended by shareholdersemployees customers principals fivendors agents bankers financial institutionssuppliers distributors and other stakeholders of the Company.

ANNEXURE 'C' TO THE DIRECTORS REPORT

A. CONSERVATION OF ENERGY

Manufacturing Facilities at Udhna.

(i) The steps taken or impact on conservation of energy:

We are running one shift for the machine shop and assembly except fivery few machines 4hours additional. The weekly off is kept common on Sunday instead of two separate for Shopand of ces.

(ii) The steps taken by the company for utilizing alternate sources of energy:

LED lights are installed in shop and assembly.

(iii) The capital investment on energy conservation equipment's:

Capacitors are installed in MTU and TAE for p flower factor improvement. For Foundrythe same are ordered and expected next month (June 2017)

Quickmill Inc.

It has replaced doors in the production & lunchroom area t flowards conservation ofenergy.

AESA SA

Energy conservation is a continuously on-going topic with developments into: promotionof modification of existing older LTG washer systems with new nozzle spray bank andwasher pumps. Promotion of chilled water systems with inverter controlled pumps.

Promotion of fully inverter controlled humidi cation and a/c-systems forenergy-efficient r.h. and temperature control.

B. TECHNOLOGY ABSORPTION

I. Efforts made t flowards Technology Absorption:

Company made efforts in introducing new technologies for MTU CNC machines and developednew Products for MTU and TAE.

II. Benefits derived like product improvement cost reduction product development orimport substitution:

Machine Tools.

New VMC CH-80 is designed and introduced in market. This will improve the marketshare.

New designed spindles introduced for CNC lathes. This will enhance the performanceof our machines and improve market share.

Significant amount of engineering hours spent in improving reliability andaesthetics of CNC machines. New patterns for CNC machines were built to save material costand better design.

Textile Air Engineering

New Stripper Fan for Waste Collection System Bigger size RDF with 5 sections U-PVCRiser pipes instead of GI

Re-engineering control panel

Re-engineering with Screen Filter in place of Inertial Fibre Separator for ComberNoil Development of measurement methods for establishment Ring Frame cleanliness Universaldoor Differential Pressure Transducer with data logger

Benefits Derived

Better system performance Improved Reliability of product Optimisation of cost

Expenditure on R&D

Total Expenditure incurred Rs.2.5 Lakhs (Previous Year Rs. 126.84)

AESA SA

Equipment Type of work Reason Result / action
Washer Development of new air-inlet reduce energy consumption & cost easier maintenance Trial run in Indiaresult: technical solutionsales argument energy saving
Washer Development of drop eliminator arrangement reduce cost easier maintenance Trial run in Indiaresult: technical solution sales argument
Drum lter Development of new suction nozzles reduce cost easier maintenance longer lifetime Trial run in Indonesia result: technical solution sales argument
Digivent Upgrading of Digivent functions easier usage Implementedresult: technical solution sales argument

Benefits Derived

L flower energy consumption Performance improvement Cost savings Sales arguments

Expenditure on Research and Development (R&D)

Company is planning foll flowing R&D / Development work. Investment will be Euro5000.

Equipment Type of work Reason Result / action
TFB Review of overall TFB design for easier maintenance and reduced cost market requirement On-going review
General Review of overall equipment quality and looks / design market requirement On-going review

Quickmill Inc.

Designing of 5 face Head is going on. This will give fiversatility to the machine.

CE marking project is completed and this will all flow to export to Europeancustomers.

III. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): No new technology imported in last three years.

a. The details of technology imported: NIL b. The year of import: N.A c. Whether thetechnology been fully absorbed: N.A d. If not fully absorbed areas where absorption hasnot taken place and the reasons thereof: N.A

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year ended 31 March 2017 Foreign Exchange earnings were Rs.961.11 Lakhs(Previous Year Rs. 994.49 Lakhs) and the Foreign exchange outgo was Rs. 11.35 Lakhs(Previous Year Rs. 14.97 Lakhs). For further details Note no. 15 (IX) and 15 (VII) to theAccounts may be referred to.

For and on behalf of the Board of Directors
Nirmal Bhogilal Vivek Sharma
Place: Mumbai Chairman Managing Director
Date: 16 May 2017 (DIN No. 00173168) (DIN No. 01541498)