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Disa India Ltd.

BSE: 500068 Sector: Engineering
NSE: GEORGFISCH ISIN Code: INE131C01011
BSE LIVE 19:40 | 19 Oct 5788.50 -11.50
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5897.00
PREVIOUS CLOSE 5800.00
VOLUME 7
52-Week high 5900.00
52-Week low 3905.00
P/E 84.43
Mkt Cap.(Rs cr) 839
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5897.00
CLOSE 5800.00
VOLUME 7
52-Week high 5900.00
52-Week low 3905.00
P/E 84.43
Mkt Cap.(Rs cr) 839
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Disa India Ltd. (GEORGFISCH) - Director Report

Company director report

The Board of Directors has pleasure in presenting the 32nd Annual Report and AuditedFinancial Statements of the Company for the financial year ended 31st March 2017 togetherwith the Independent Auditors' Report.

FINANCIAL RESULTS

Description 2016-17 2015-16
Revenue from Operations 1572.2 1427.3
Profit before depreciation
tax & financial charges 204.0 193.8
Less: Depreciation 20.0 28.5
Less: Interest 1.2 0.2
Less: Provision for taxation
(net of deferred tax) 68.8 59.1
PROFIT AFTER TAX 114.0 106.0
Add: Profit & Loss account Balance b/f 813.4 712.0
PROFIT AVAILABLE FOR APPROPRIATION 927.4 818.0
APPROPRIATIONS:
Utilized for Buyback 17.1 -
Amount transferred to General Reserve - -
Balance in Profit & Loss Account 910.35 818.0
Proposed Dividend & Tax thereon 4.4 4.6
Earnings per share 76.47* 70.19
Market price per share as at March 31- Rs 4999.5 3803.0

*Weighted average post Buy Back of Shares.

PERFORMANCE OF THE COMPANY

Performance of your Company for the year 2016-17 improved as compared to the previousyear. Revenue from operations and Profit after tax for the financial year 2016-17 improvedby 10% and 8% respectively as compared to the previous financial year 2015-16. Variouscost reduction initiatives undertaken by the Company in bringing down the manufacturingcost and maintaining head count resulted in the improvement for the year. Your Company hasbeen able to maintain its market share in all its major product lines despite the slump inthe capital equipment industry.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

DIVIDEND

Considering the past records of the Company and keeping in view the future outlookyour Board of Directors recommends a final Dividend of Rs. 2.50/- (i.e. 25%) per EquityShare of Rs. 10/- each for the year amounting to Rs. 4.38 Million including taxes onDividend.

RESERVE

The Company has not proposed to transfer any amount to the general reserve.

SHARE CAPITAL

The Paid-up Equity Share Capital of your Company as on 31st March 2017 has reduced byRs. 0.56 Million to Rs. 14.54 Million as against Rs. 15.10 Million as on March 31 2016consequent upon Buy Back of Equity Shares undertaken by the Company as described here inafter. During the year under review your Company has neither issued any shares withdifferential voting rights nor granted stock options or sweat equity. As on 31st March2017 none of the Directors held shares or convertible instruments of the Company.

Buy Back of Equity Shares:

During the year after obtaining requisite approvals your Company bought back 56000fully paid up Equity Shares of Rs. 10/- each from the existing shareholders/beneficialowners of Equity Shares on a proportionate basis through the tender offer route at a priceof Rs. 4800/- per share for an aggregate amount of Rs. 268.8 Million. The Equity Sharesbought back represents 3.71% of the pre Buy Back Equity Share Capital of the Company. TheBuy Back offer size of Rs. 268.8 Million represents 24.88% of the total Paid up Capitaland Free Reserves of the Company as per the audited accounts of the Company for thefinancial year ended March 31 2016. The Buy Back offer was closed on November 17 2016.The Buy Back of Equity Shares by the Company was in accordance with the Articles ofAssociation of the Company provisions of the Companies Act 2013 SEBI (Buy-Back ofSecurities) Regulations 1998 and other applicable provisions of law and approved by theBoard of Directors and Shareholders of the Company through Postal Ballot.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMIC SCENARIO & OUTLOOK

There were some signs of gradual improvement in the economy during year until the thirdquarter of the year which were reflected by the higher order intake in some industrysegments. However the fiscal year ended on a soft note in the final quarter with theDemonetization Shock. New BS-IV norms and GST are expected to be the next push for theeconomy.

INDUSTRY OUTLOOK & OPPORTUNITIES

IIP & PMI have historically been good indicators for business sentiments in CapitalGoods Order Intake. The New Series of IIP (Base 2011-12) seems to be even better.

The low rate of IIP growth has dragged down the Capital Goods Industry for the last 4years now. However your Company is seeing a sustained growth in Passenger Cars Segmentwhile the Commercial Vehicles Segment turned dull during the last quarter of the financialyear. Tractors improved but Demonetization took the wind out of the sails. HoweverDemonetization impact seems to be wearing off now.

The Company's key focus segment of Foundry industry is heavily dependent on theAutomotive and Agricultural industrial growth. Low or no growth in these end segmentsresulted in margin stress for the Company. The Company's continued focus on the newproducts new markets new customers and wider product portfolio has however helped inoffsetting any potential decline in topline.

MARKET DEVELOPMENT

Your Company's latest launch of C3 DISAMATIC Machine and the VH Series WheelabratorShot Blast Machines have been well received in the market as it helps the TechnologyUpgrade journey of the Indian Foundries by making the "Top End Technology MoreAffordable".

Your Company continues its marketing thrust through Exhibitions Seminars andSymposiums a very successful Customers' Day was celebrated in October 2016 at TumkurPlant to showcase full range of products and some of the company's newest products.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to comply with Corporate Social Responsibility as a goodcorporate citizen.

The Directors are pleased to report that the Company has further enhanced its effortsto support the community circles in which it operates. The company's CSR program titled"DISA Wheelabrator Scholarship" has helped in providing financial assistance toless privileged students up to standard twelve as well to students seeking diplomas inEngineering.

"DISA Wheelabrator Scholarship" program has made scholarship available tostudents in eight educational institutions in the plant neighborhood of Tumkur andHosakote in Bangalore. During the year 241 scholarships were provided to the needystudents. In addition your Company also invested in infrastructure development for theschools to provide drinking water teaching aids and school sanitation. Your Company hasalso extended scholarships to 59 meritorious Engineering students through an NGO‘Foundation for Excellence India Trust'.

The Company's policy on Corporate Social Responsibility is available on the website ofthe Company at https://www.disagroup.com/en-in/ investor-relations/policies.

The Composition of CSR Committee details of the amounts spent during the currentfinancial year and the manner in which it was spent are given in Annexure "A".

RISK MANAGEMENT

Your Company has formulated a Risk Management Policy and a mechanism to apprise theBoard about risk assessment and mitigation procedure. It also undertakes periodical reviewto ensure that Executive Management Controls risks by means of properly designed riskmanagement framework.

All the insurable assets of the Company have been adequately insured and all theinsurable risks have been insured.

As an established practice at each Meeting of the Board the Directors are updated onrisks identification and steps taken to mitigate the same. Risk Management Policy ishosted on the Company's website athttps://www.disagroup.com/en-in/investor-relations/policies.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a Whistle Blower Policy for vigil mechanism which is available onwebsite of the Company at https://www.disagroup.com /en-in/investor-relations/policies/and there were no cases reported during last year.

DIRECTORS AND KMP

In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Andrew Thomas Carmichael. Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.

In view of relocation to a global position within the group Mr. Viraj Naidu hasstepped down as Managing Director of the Company with effect from May 25 2017. Howeverhe will be continuing as a Non-Executive Director of the Company.

Your Board undertook the process of identifying a suitable candidate to fill in theoffice of the Managing Director. Based on the recommendation of the Nomination andRemuneration Committee the Board of Directors in its meeting held on June 21 2017 hasappointed Mr. Lokesh Saxena as Managing Director for a period of three (3) years witheffect from June 21 2017. His appointment is placed before the Shareholders for theirapproval in the Notice convening the 32nd Annual General Meeting of the Company. His briefprofile is part of the Notice.

In view of other commitments Mr. Robert E Joyce Jr has stepped down as the Chairmanand Director of the Company with effect from June 21 2017. Your Board places on recordits appreciation for the contribution and services rendered by Mr. Robert E Joyce Jrduring his tenure as Chairman and Director of the Company. After due consideration yourBoard has appointed Mr. Andrew Thomas Carmichael as the Chairman of the Company witheffect from June 21 2017.

Your Board also places on record its appreciation for Mr. Viraj Naidu's contributionduring his tenure as Managing Director of the Company for the last one decade.

The Remuneration Policy of the Company for appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company and other relatedinformation have been provided in the Corporate Governance Report which forms part of thisreport.

Policy on appointment and remuneration of Directors and KMP is available on the websiteof the Company at https:// www.disagroup.com/en-in/investor-relations/policies/.

INDEPENDENT DIRECTORS

Declarations from all Independent Directors of the Company have been received underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as provided in Sub-Section 6 of Section 149 of the said Act and as per theListing Regulations.

Details on terms of appointment of Independent Directors and the familiarizationprogram have been displayed on website of the Company athttps://www.disagroup.com/en-in/investor-relations/ policies/.

MEETINGS OF THE BOARD OF DIRECTORS

During the year four (4) Meetings of the Board of Directors were held as requiredunder the Companies Act 2013 and SEBI (LODR) Regulations 2015 (the Listing Regulations).The details of the Meetings are furnished in the Corporate Governance Report.

The Meetings of the Board are held at regular intervals with a time gap of not morethan 120 days between two consecutive Meetings. The Agenda of the Meetings were circulatedto Directors in advance. Minutes of the Meetings of the Board of Directors were circulatedamongst the Directors for their perusal.

BOARD EVALUATION

Pursuant to the requirements of the Companies Act 2013 and Listing Regulations theBoard of Directors has carried out an annual evaluation of its own performance itsCommittees and of individual Directors.

Further the Independent Directors at their exclusive Meeting held during the yearreviewed the performance of the Board its Chairman and Non-Executive Directors and otheritems as stipulated under the Listing Regulations. Nomination and Remuneration Committeehas reviewed the performance of the Independent Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement: -

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

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that year;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and (e)the Directors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Internal Controls in the Company have been designed tofurther the interest of all its stakeholders by providing an environment which isfacilitative to conduct its operations and to take care of inter alia financial andoperational risks with emphasis on integrity and ethics as a part of work culture. Thescope and authority of the Internal Audit (IA) is defined every year by the AuditCommittee. To maintain its objectivity and independence the Internal Auditors report toChairman of the Audit Committee and the Board. The Internal Auditors monitor and evaluatethe efficacy and adequacy of internal control system in the Company and its compliancewith accounting procedures financial reporting and policies at all locations of theCompany. Based on the report of internal audit process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Any significant auditobservations and corrective actions thereon are presented to the Audit Committee and theBoard. No major internal control weakness was identified during the year. The Company alsohas a well-functioning Whistle Blower Policy in place.

DEPOSITS

Your Company has neither accepted nor renewed any Deposits from the public within themeaning of Companies Act 2013 as such no amount of principal or interest was outstandingon the date of the Balance Sheet and also on the date of this Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has a Wholly Owned Subsidiary "Bhadra Castalloys PrivateLimited".

The financial year 2016-17 was the first year of operation of the Subsidiary Companyand the performance of Company has been quite satisfactory. The operations of BhadraCastalloys Private Limited was formally commenced from April 01 2016. The auditedfinancial results of the Wholly Owned Subsidiary for the financial year ended March 312017 were consolidated with the financial results of the Company for the year. The netsales and the Profit after tax of the Subsidiary Company was Rs. 74.1 Million and Rs. 1.2Million respectively. Statement relating to subsidiary company in Form AOC-1 is part ofthis report.

Your Company did not have any Joint Venture or Associate Company as on the end of thefinancial year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in theordinary course of business and on an arm's length basis. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

All the related party transactions were placed before the Audit Committee as well asthe Board for approval. Prior omnibus approval of the Audit Committee was obtained on ayearly basis for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are audited and astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval on quarterly basis. The details ofall related party transactions are disclosed in the SI. No. 24.2 of the Notes forming partof the Financial Statements.

None of the Directors has any pecuniary relationships or transactions vis--vis theCompany.

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties in Form AOC-2 is part of this report.

However certain material related party transactions which need approval from theShareholders in terms of the applicable laws are being placed before Shareholders for dueconsideration and approval details of which are appended to the Notice of the 32nd AnnualGeneral Meeting in the explanatory statement.

The Policy on related party transactions' as approved by the Board is uploaded on theCompany's website and the details of all the related party transactions are disclosed in24.2 of the notes forming part of the financial statements. None of the Directors has anypecuniary relationships or transactions vis--vis the Company. The ‘Related PartyTransaction Policy' is available on website of the Company at https://www.disagroup.com/en-in/investor-relations/policies.

GROUP COMPANIES

Persons constituting Group coming within the definition of "Group" as definedin the Competition Act 2002 includes the following:

Name of the Entity Country
1. Wheelabrator Group NV Belgium
2 WGH Holding Corp. British Virgin Island
3 Wheelabrator Group (Canada) Ltd. Canada
4 DISA Machinery Limited China
5 DISA Trading (Shanghai) Co. Ltd. China
6 Wheelabrator Czech s.r.o. Czech Republic
7 DISA Holding A/S Denmark
8 DISA Holding II A/S Denmark
9 DISA Industries A/S Denmark
10 DISA Management Services ApS Denmark
11 Norican A/S (formerly Naciron A/S)# Denmark
12 Norican Global A/S Denmark
13 Norican Group ApS Denmark
14 Norican Holdings ApS Denmark
15 Matrasur Composites SAS France
16 Walther TrowalSARL France
17 Wheelabrator Group SAS France
18 DISAIndustrieanlagen GmbH Germany
19 Nolten GmbH Germany
20 OT OberflachentechnikMaschinen und
WerkzeugeHandels GmbH Germany
21 Wheelabrator Group GmbH Germany
22 Wheelabrator Group Holding GmbH Germany
23 Wheelabrator OFT GmbH Germany
24 Wheelabrator-Berger Stiftung GmbH Germany
25 DISA Liimited Hong Kong
26 Bhadra Castalloys Private Limited India
27 DISA India Limited India
28 DISA Technologies Private Limited India
29 DISAKK Japan
30 WG Plus de Mexico S de R I de CV Mexico
31 WG Plus Servicios S de R I de V Mexico
32 Wheelabrator Schlick Sp. Z.o.o. Poland
33 Wheelabrator Group SLU Spain
34 DISA Holding AG Switzerland
35 DISA Industrie AG Switzerland
36 Blast Cleaning Techniques Ltd UK
37 WGH UK Holdings Limited UK
38 WGH UK Limited UK
39 Wheelabrator Group Limited UK
40 Wheelabrator Technologies (UK) Limited UK
41 Bob Schmidt Inc. USA
42 Castalloy Inc. USA
43 DISA Holding LLC USA
44 DISA Industries Inc. USA
45 Schmidt Manufacturing Inc. USA
46 WG Global LLC USA
47 Wheelabrator Group Inc. USA
# The name of Naciron A/S was changed to Norican A/S from October 02 2015
Dormant Non-Operating or Inactive Entities
1 Abrasive Developments Ltd. UK
2 Impact Finishers Ltd. UK
3 Spencer & Halstead Ltd. UK
4 Vacu-Blast International UK
5 Surface Preparation (Gibraltar) Ltd. Gibraltar

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments between the end of the financial year andthe date of the report which affects the financial position of the Company.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR SECURITY PROVIDED BYTHE COMPANY

Your Company has made an investment of Rs. 44 Million in the Equity Share Capital ofits Wholly Owned Subsidiary Company Bhadra Castalloys Private Limited. It has extended aninterest-bearing demand loan of Rs. 17.5 Million to the subsidiary during the year. TheCompany has also given a Corporate Guarantee of Rs. 35.0 Million to Kotak Mahindra Bank onbehalf of its subsidiary for providing bank guarantees. The above Investment loanextended and guarantees given are well within limits prescribed under the provisions ofSection 186 of the Companies Act 2013.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 Messrs Deloitte Haskins & Sells CharteredAccountants were appointed as Statutory Auditors of the Company for a term of 3 years tohold office from the conclusion of 30th Annual General Meeting held on 6thAugust 2015until the conclusion of 33rd Annual General Meeting subject to ratification of theirappointment at every subsequent Annual General Meeting. The Company has received aCertificate under Section 141 of the Companies Act 2013 from the auditors stating thatthe ratification for the 3rd year would be as per the terms provided in the Companies Act2013.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost records maintained by the Company inrespect of its activity are required to be audited. Your Directors have in their meetingheld on May 26 2016 based on the recommendation of the Audit Committee appointed MessrsRao Murthy & Associates Bangalore as Cost Auditors of the Company for the financialyear ended 31st March 2017.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Vijayakrishna KT Bangalore a Company Secretary in Whole Time Practiceto undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditoris annexed in Annexure B.

EXPLANATION BY BOARD ON ADVERSE COMMENTS BY AUDITORS

There were no adverse comments by the Auditors of the Company and hence no explanationsare provided.

CORPORATE GOVERNANCE

As required under SEBI (LODR) Regulations 2015 a report on Corporate Governance and aCertificate from Mr. Vijayakrishna KT Practising Company Secretary regarding complianceof conditions of Corporate Governance are annexed as Annexure C.

Further in compliance with the Listing Regulations your Board has adhered to theCorporate Governance Code. All the requisite Committees are functioning in line with theguidelines.

As reported earlier a reputed firm of independent Chartered Accountants has beencarrying out the responsibilities of Internal Audits of the Company and reportingperiodically their findings of systems procedures and management practices.

INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive which have helped your Companyto achieve performance targets.

RESEARCH AND DEVELOPMENT CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

CONSERVATION OF ENERGY

Your Company gives highest priority to conservation of energy through bettersupervision and training of employees to reduce the usage of electricity.

RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

Your Company has been continuously seeking and adapting new technology from Principalsin order to develop skills locally and meet specific needs of Indian and global customers.Personnel at all levels are routinely sent to Principal's factories and design officesabroad for training and updating their skills.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The Company earned Rs. 230.3 Million of foreign exchange and expended Rs. 273.7 Millionforeign exchange during the financial year under review as stated in SI. No. 23.4 23.523.6 and 23.8 of the Notes Forming part of the Financial Statements.

EXTRACTS OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in FormMGT-9 is attached as a part of this Annual Report as Annexure E.

MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERNSTATUS OF COMPANY

There were no orders passed by any Court or Regulator or Tribunal during the year underreview which impacts going concern status of the Company.

DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES

The particulars of employees as required by Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in Annexure F forming part of this Report.

The details of top ten employees of the Company in terms of remuneration drawn duringthe year as required by Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are furnished in ‘Annexure F'. During the yearthere were no employees receiving remuneration more than Rs. 10200000/-(Rupees OneCrore Two Lakhs only) per annum and/or Rs. 850000/-(Rupees Eight Lakhs Fifty Thousand)per month. Hence such details are not furnished.

There were no employees posted and working in a country outside India not beingDirectors or relatives drawing more than the amount prescribed under the Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence thedetails are not required to be circulated to the Members and also not required to beattached to this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a Gender-Neutral Policy on Zero Tolerance towards SexualHarassment at Workplace in line with the requirements of the Sexual Harassment of Women atthe Workplace (Prevention Prohibition & Redressal) Act 2013. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis Policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17: No of complaints received: NIL

No of complaints disposed off: NIL

ACKNOWLEDGEMENT

Your Directors place on record the appreciation for valuable contribution made byemployees at all levels active support and encouragement received from the Government ofIndia the Government of Karnataka Company's Bankers Customers Principals BusinessAssociates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue in thefuture also.

For and on behalf of the Board of Directors
Date: June 21 2017 Andrew Thomas Carmichael
Place: Altrincham UK. Chairman
DIN: 03634151

FORM AOC-1

Statement pursuant to first proviso to sub-section (3) of section 129 of the CompaniesAct 2013 read with rule 5 of Companies (Accounts) Rules 2014 relating to subsidiarycompany

(Rs. in Million)
Particulars Details
1. Name of the subsidiary Bhadra Castalloys Private Limited
2 Reporting period for the subsidiary concerned if different from the holding Company's reporting period April to March same as holding company's reporting period
3 Reporting currency and Exchange rate as on the last date of the relevant Indian Rupees & Indian Subsidiary
Financial year in the case of foreign subsidiaries
4 Share capital 44.00
5 Reserves & surplus 1.20
6 Total assets 93.30
7 Total Liabilities 93.30
8 Investments 0.00
9 Turnover 74.10
10 Profit before taxation 2.00
11 Provision for taxation 0.80
12 Profit after taxation 1.20
13 Proposed Dividend 0.00
14 % of shareholding 100%

FORM NO. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's lengthbasis: N.A.

2. Details of material contracts or arrangement or transactions at arm's length basis:Date of the Board Meeting in which transactions were approved : May 26 2016 &February 9 2017

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Rupees in Million
1 DISA Industry AG Royalty Paid Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.50
2 DISA Technologies Pvt Ltd Service Fees Paid Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 3.90
3 DISA Technologies Pvt Ltd Deputation charges received Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.30
4 DISA Industries A/S Denmark Royalty Paid Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 11.40
5 DISA Industries A/S Denmark Import of Materials Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 123.40
6 DISA Industries A/S Denmark Expenses Reimbursement of Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.70
7 DISA Industries A/S Denmark Sale of Goods Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 136.60
8 DISA Industries A/S Denmark Service Income Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 13.20
9 DISA Industries A/S Denmark Commission Received Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 9.10
10 DISA K K Japan Sale of Goods Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.10
11 DISA (Changzhou) Machinery Ltd Import of Materials Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 1.20
12 DISA (Changzhou) Machinery Ltd Sale of Goods Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 13.10
13 DISA (Changzhou) Machinery Ltd Royalty Received Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.50
14 Wheelabrator Czech s.r.o. Import of Materials Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 10.60
15 Wheelabrator Group GMBH Royalty Paid Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 1.70
16 Wheelabrator Group GMBH Service Fees Paid Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 2.10
17 Wheelabrator Group GMBH Service Income Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.30
18 Wheelabrator Group GMBH Commission Received Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.70
19 Wheelabrator Group GMBH Sale of Goods Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.30
20 Wheelabrator Group INC Import of Materials Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 7.30
21 Wheelabrator Group INC Service Income Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 2.30
22 Wheelabrator Group (Canada Ltd) Service Income Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 2.90
23 DISA Industries Inc Sale of Goods Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 0.50
24 Norican A/S Group Management Fees services Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 15.50
25 Norican A/S Group IT Fees Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 37.90
26 Bhadra Castalloys Pvt Ltd Purchases Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 1.40
27 Bhadra Castalloys Pvt Ltd Reimbursement of Expenses Ongoing Transactions based on information placed before Audit Committee while seeking ‘Omnibus Approval'. 2.10

By the order of the Board

Andrew Thomas Carmichael

Chairman

DIN: 03634151

Date: June 21 2017

Place: Altrincham UK.