You are here » Home » Companies » Company Overview » Jyoti Ltd

Jyoti Ltd.

BSE: 504076 Sector: Engineering
NSE: N.A. ISIN Code: INE511D01012
BSE LIVE 15:40 | 15 Dec 53.50 3.75
(7.54%)
OPEN

48.00

HIGH

54.00

LOW

48.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 48.00
PREVIOUS CLOSE 49.75
VOLUME 1698
52-Week high 63.70
52-Week low 35.60
P/E
Mkt Cap.(Rs cr) 92
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 48.00
CLOSE 49.75
VOLUME 1698
52-Week high 63.70
52-Week low 35.60
P/E
Mkt Cap.(Rs cr) 92
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jyoti Ltd. (JYOTI) - Director Report

Company director report

To

The Members of Jyoti Limited

Your Directors present this 73rd (SEVENTY THIRD) ANNUAL REPORT and AuditedAccounts for the year ended on 31st March 2017.

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars 2016-17 2015-16
Standalone Consolidated Standalone Consolidated
Revenue from Operations 26921.09 30257.76 21486.38 23778.88
Operating EBITDA 1976.50 2978.24 89.06 672.00
Add : Other Income 356.84 358.06 384.26 385.49
Profit/(Loss) before Finance 2333.34 3336.30 473.32 1057.49
Cost & Depreciation
Less : Finance Costs 7357.08 7357.08 7501.05 7501.05
Less : Depreciation and Amortization 1069.32 1150.06 1350.69 1387.57
Less: Exceptional Item 6360.97 6360.97 - -
Profit/(Loss) before Taxation (12454.03) (11531.81) (8378.42) (7831.13)
Less : Tax Expense (30.78) 76.81 (98.66) (29.73)
Balance of Profit/(Loss) for the year (12423.25) (11608.62) (8279.76) (7801.40)

PERFORMANCE

1. There was a marked improvement of 25% in net sales of your Company at Rs. 26521lakhs for the year ended on 31st March 2017 as compared to Rs. 21243 lakhs ofthe previous year. The other operating income at Rs. 400 lakhs was also higher as comparedto Rs. 243 lakhs during the previous year.

2. The cost of material consumed marginally reduced to 73% of sales value at Rs. 19407lakhs as compared to 75% of sales value at Rs. 15840 lakhs during the previous year.

3. The Employee benefits expenses stood at Rs. 3031 lakhs as compared to Rs. 3081 lakhsduring previous year due to rationalization of manpower.

4. Other Expenses for the year were comparable at Rs. 2313 lakhs against to Rs. 2219lakhs during the previous year.

5. Increase in sales reduction in material consumption coupled with lower overheadsresulted in an EBITDA of Rs. 1976 lakhs compared to Rs. 89 lakhs during the previous year.

6. The other income at Rs. 357 lakhs during the year was comparable with Rs. 384 lakhsduring the previous year.

7. The Finance Cost of Rs. 7357 lakhs during the year was marginally lower compared toRs. 7501 lakhs during the previous year.

8. The net loss for the year was lower at Rs. 6093 lakhs compared to Rs. 8379 lakhsduring the previous year.

9. After detailed assessment of receivables outstanding your Company has consideredmaking a provision for doubtful debts amounting to Rs. 6361 lakhs as an Exceptional Item.

10. Consequently the total loss before tax for the year was higher at Rs. 12454 lakhsas compared to Rs. 8379 lakhs and after giving effect to tax expense the net loss for theyear stood at Rs. 12423 lakhs compared to Rs. 8280 lakhs during the previous year.

CURRENT OUTLOOK

The severe financial crunch faced by your Company in recent years made it difficult tofulfil the commitments of servicing the loans from consortium member banks resulting inthe Company being classified as a non-performing asset in the books of the lenders. Thelending banks have commenced proceedings under relevant provision under section 13 (2) ofthe Securitization and Reconstruction of Financial Assets and Enforcement of SecurityInterest Act 2002 ("SARFAESI Act") which are being addressed by your Companyfor an amicable resolution of debts due to lenders. Your Company has been of the view thatgiven its status as an ongoing operating Company with improved business prospects thelending banks may consider to keep further actions under relevant provisions in abeyance.

While Company's proposals for debt restructuring have hitherto not found favour withthe lending banks it may be noted that the Company's performance has shown a markedimprovement in operations during the year under review. Your Directors are very positiveabout the Company's viability and optimistic about its future.

With the Central Government's clear thrust on infrastructure development for last twoyears there is marked revival in water and irrigation sectors which is reflected inimproved operations of the Company during the year under review. The Company continues towin new contracts and ensures speedy execution through close monitoring. The uptrend isexpected to continue.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company has a Joint Venture (JV) Company Jyoti Sohar Switchgear LLC with OmarZawawi Establishment Sultanate of Oman wherein your Company holds 49% share and isjointly controlling the Company.

Your Company has prepared Consolidated Financial Statements in accordance withAccounting Standards (AS) 21- Consolidated Financial Statements and AS 27 – Interestin Joint Ventures issued by the Institute of Chartered Accountants of India prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. The Audited Consolidated Financial Statements together with the IndependentAuditor's Report thereon are annexed and form part of this Annual Report.

Jyoti Sohar Switchgear LLC is located in Sohar Industrial Estate Sohar Sultanate ofOman and manufactures medium voltage metal-clad switchgear for 12kV system and relay andcontrol panels. In consolidation of statements your Company has considered its share oftotal revenues amounting to Rs. 33.37 crores and total assets amounting to Rs. 30.90crores. The Company's share of net profit of Rs. 8.15 crores is included in theConsolidated Financial Statements.

DIVISIONAL PERFORMANCE

A. HEAD OFFICE (H.O.) OPERATIONS

During the year under review the divisions in H.O. have achieved a sales turnover ofRs. 212.13 crores as compared to Rs. 164.22 crores in the previous Financial Year. H.O.operations have registered a growth of 29% compared to the previous Financial Year.

During the year the in-house productivity has also improved and H.O. operations haveachieved in-house manufacturing turnover of Rs. 115.74 crores as compared to Rs. 60.10crores in the last Financial Year. This growth is 93% as compared to the previous year.

The Company's presence in the Irrigation Sector continues with a major order from M/s.Megha Engineering & Infrastructures Limited for Devadula Lift Irrigation SchemePhase-II Package-II under Government of Telangana for supply of 3 Nos. Metallic VolutePumps each with 21 MW motors. The Company has till date designed manufactured andcommissioned Metallic Volute Pumps upto 16 MW. The 21 MW pumps will be the largest to bedesigned and manufactured by the Company and will add value to its credentials. During theyear under review the Company has also received a major order from Water ResourceDivision Chausa Bihar for design engineering manufacturing supply erection testingand commissioning of 4 Nos. of Horizontal Split Case pumps with 670 KW motor along withallied electro-mechanical equipments. With this the H.O. operations of the Company havemoved to the next Financial Year with a pending order position of Rs. 353 crores.

During the year the Company has supplied erected and commissioned 20 Nos. pumps forLink-1 Package-1 and Link-1 Package-3 Sauni Yojana under Narmada Water ResourcesDepartment Government of Gujarat through Megha Engineering & Infrastructures Limited.Similarly the Company has successfully supplied erected and commissioned 20 Nos. pumpsfor Link-3 Package-1 and Link-3 Package-2 Sauni Yojana along with all alliedelectro-mechanical equipments switchyard and control instrumentation including SCADA in arecord time through NCC Limited. This is the first time the Company has commissioned 40Nos. of Vertical Turbine Pumps upto 3100 KW in one Financial Year.

During the year the Company also wish to put on record supply of 20 Nos. VerticalTurbine Pumps to Somashila Lift Irrigation Scheme in the state of Telangana in recordtime.

The Company along with Megha Engineering & Infrastructures Limited is executing amajor Hydro Project with Sardar Sarovar Narmada Nigam Limited in the state of Gujarat. TheCompany has to supply 9 Nos. of Kaplan Turbines and Generators each of 5 MW along withallied electromechanical equipments. The total value of the order is Rs. 90 crores. Duringthe year under review the Company has executed order for Rs. 48 crores which includessupply of major turbine components 6 Nos. Generators of 5 MW each and otherelectro-mechanical equipments. The Company has also designed manufactured and supplied 3Nos. Generators of 8 MW each for Hongadalla Hydro Power Project in the state of Karnataka.This is the largest size Generators manufactured and tested by the Company till date. TheCompany has also designed manufactured and supplied 3 Nos. Spherical Valves of 1000 mmsize suitable for high pressure applications. The Company continues to have its leadershipin supply of Arnos to Indian Railways and have supplied 53 Nos. of Arnos during the year.

The Company is focusing on lot of major tenders in Water Supply and Lift IrrigationSchemes in the states of Karnataka Gujarat Andhra Pradesh and Madhya Pradesh. TheCompany is also going in for need based tie ups with certain Infrastructure Companies forelectro-mechanical works. The Company expects more orders during the next Financial Yearand expects a steady growth rate.

B. SWITCHGEAR OPERATIONS

During the year under review the Switchgear Division achieved sales of Rs. 5040 lakhs.The VCB production in terms of quantity is around 1145 Nos. and HT Switchgear Panelsmanufactured are 1135 Nos. The Switchgear Division has received orders worth Rs. 2950lakhs in year 2016-17. In addition to the above some milestones have been achieved bySwitchgear Division in the Financial Year 2016-17 which are enumerated below:

1. The Division bagged various 11 kV VCB panels order from GETCO worth Rs. 400 lakhsfor 140 Nos. Panels.

2. The Division has done export business of Rs. 2180 lakhs and received order worthmore than Rs. 800 lakhs from Jyoti Sohar Switchgear LLC (JSSL).

Many Power Infrastructure and smart city projects as well as Industrial Projects arecoming up in next five years and hence there will be good potential of orders for MediumVoltage Switchgear and RMU Products.

For Medium Voltage Switchgear Products Switchgear Division is in the process ofre-certification of various products as a continuous product certification process in year2017-18. The Company is confident of achieving better performance in the years to come.

EXPORTS

During the year under review the Company's exports valued at Rs. 22.53 crores. TheCompany's major exports are to Sultanate of Oman for Switchgear.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided guarantees or made any investments asprescribed under Section 186 of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 the relevant data pertaining to conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure A formingpart of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 27(2) of the SEBI (LODR) Regulations 2015 Corporate GovernanceReport with Auditors' Certificate thereon and Management Discussion and Analysis are givenin Annexure B forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All the Independent Directors have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act 2013 and there has been nochange in the circumstances which may affect their status as Independent Directors duringthe year.

Mrs. Tejal Amin retires by rotation and being eligible seeks re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm and state that

i In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii. The Directors had 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 loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a ‘going concern' basis; v.The Directors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

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

BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the year. The details of the BoardMeetings and the attendance of the Directors are provided in the Corporate GovernanceReport which forms part of this Report.

AUDIT COMMITTEE

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

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

The Company does not have any subsidiary.

The Company has a Joint Venture Company viz. Jyoti Sohar Switchgear LLC Sultanate ofOman and holds 49% of the total shareholding.

Pursuant to provisions of Section 129(3) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company's subsidiary in Form AOC-1 is attached to the financialstatements of the Company.

WHISTLE BLOWER & VIGIL MECHANISM

The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors Employees and Stakeholders to report the genuine concerns. The provisions ofthis policy are in line with the provisions of Section 177(9) of the Companies Act 2013and also as per the Regulation 22 read with Regulation 4(d) (iv) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Policy is available on the website of the Company at the web-linkhttp://www.jyoti.com/pdf/whistle_blower_and_vigil_mechanism_policy.pdf

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on appointment and remuneration of Directors and KeyManagerial Personnel. The said Policy may be referred to at the Company's official websiteat the web-link http://www.jyoti.com/pdf/nomination_and_remuneration_policy_n_evaluation_criteria.pdf

RISK MANAGEMENT

The details of the Risk Management and its terms of reference are set out in theCorporate Governance Report forming part of the Board's Report.

The Risk Management Policy of the Company may be referred to at the Company's officialwebsite at the web-link http://www.jyoti.com/pdf/risk_management_policy.pdf The Companyhas in place a mechanism to identify assess monitor and mitigate various risks inachieving key objectives of the Company. The Company has developed and implemented RiskManagement Policy of the Company to identify evaluate business risks and opportunities.This framework seeks to create transparency minimize adverse impact on the businessobjectives and enhance the Company's competitive advantage.

BOARD EVALUATION

The evaluation framework for assessing the performance of Board including theindividual directors is based on the following key measures:

- Attendance and participation in the meetings and timely inputs on the minutes of themeetings

- Adherence to ethical standards & code of conduct of Company and disclosure of non–independence as and when it exists and disclosure of interest

- Raising of valid concerns to the Board and constructive contribution to resolution ofissues at meetings

- Interpersonal relations with other directors and management

- Objective evaluation of Board's performance rendering independent unbiased opinion

- Understanding of the Company and the external environment in which it operates andcontribution to strategic direction

- Safeguarding interest of whistle-blowers under vigil mechanism and safeguard ofconfidential information The evaluation involves Self-Evaluation by the Board Member andsubsequently assessment by the Board of Directors. A member of the Board does notparticipate in the discussion of his / her evaluation.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are given inAnnexure C forming part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with the Promoters Directorsand Key Managerial Personnel etc. which may have potential conflict with interest of theCompany at large.

The Policy on Related Party Transactions of the Company is uploaded on the Company'swebsite at the web-linkhttp://www.jyoti.com/pdf/policy%20on_related_party_transactions.pdf The Audit Committeereviews all related party transactions quarterly.

The particulars of contracts or arrangements with related parties given in "FormAOC-2" are given in Annexure D forming part of this Report.

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 Companyappointed M/s. Ravi Kapoor & Associates Practicing Company Secretaries to undertakethe Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial AuditReport is appended as Annexure E forming part of this Report.

The Secretarial Audit Report for the year under review is self-explanatory and does notcontain any qualification or adverse remarks.

INTERNAL FINANCIAL CONTROLS

As per provisions of Section 134(5) (e) of Companies Act 2013 the Directors have anoverall responsibility for ensuring that the Company has implemented robustsystems/framework of internal financial controls to provide them with reasonable assuranceregarding the adequacy and operating effectiveness of controls with regards to reportingoperational and compliance risks.

Your Company has in place adequate financial control system and framework to ensure:

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

Significant observations including recommendations for improvement of the businessprocesses are reviewed by the Management before reporting to the Audit Committee. AuditCommittee reviews Internal Audit Reports as well as operating plans and status ofimplementation of the agreed action plans. This system of internal control facilitateseffective compliance of Section 138 of the Companies Act 2013 and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

The Internal Auditor of the Company checks and verifies the internal control andmonitors them in accordance with the policy adopted by the Company. The Board of Directorsregularly review the effectiveness of controls and takes necessary corrective actionswhere weaknesses are identified as a result of such reviews. Based on this evaluationthere is nothing that has come to the attention of your Directors to indicate any materialbreak down in the functioning of these controls procedures or systems during the year.There have been no significant events during the year that have materially affected orare reasonably likely to materially affect our Internal Financial Controls.

EQUAL OPPORTUNITY EMPLOYER

The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. The Company has also framed a Policy on "Prevention of SexualHarassment" at the workplace. There were no cases reported under the said Policyduring the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act 2013 (Act) readwith Rule 5 (2) and 5(3) of the Companies Act 2013 (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there is no employee drawing remuneration in excess ofthe limits set out in the said Rules and other details as required under Section 197(12)of the Act read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are given in Annexure F forming part of thisReport.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act 2013 and Rule 6 of the Companies (Auditand Auditors) Rules 2014 and subsequent amendments / modifications thereof M/s. V. H.Gandhi & Co. Chartered Accountants Vadodara Statutory Auditors of the Company willbe completing their tenure at the ensuing Annual General Meeting.

Therefore pursuant to provision of Section 139 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 the Members are requested to appoint M/s.Amin Parikh & Co. Chartered Accountants Vadodara (holding Registration No. 100332W)at the ensuing Annual General Meeting to hold office from the Conclusion of 73rd AnnualGeneral Meeting until the conclusion of 78th Annual General Meeting subject toratification of their appointment by the Members of the Company in every Annual GeneralMeeting held after this Annual General Meeting.

Consent and Certificate from them have been received to the effect that theirappointment as Statutory Auditors of the Company if any would be according to the termsand conditions prescribed under Section 139 of the Act and Rules framed thereunder.

A Resolution seeking of their appointment forms part of the Notice convening the 73rdAnnual General Meeting.

The Auditor's Report for the year under review is self-explanatory and does not containany qualification or adverse remarks.

COST AUDITORS

Based on the recommendation of the Audit Committee and subject to the ratification ofthe remuneration of the Cost Auditors by the Members of the Company the Board ofDirectors of your Company has appointed the following Cost Auditors for conducting theaudit of cost records of the Company for various products for the Financial Year 2017-18:(i) M/s. R. K. Patel & Co. Cost Accountants – For Motors and Pumps (ii) M/s. Y.S. Thakar & Co. Cost Accountants – For Engineering Products such as GeneratorsTurbines Switchgears and Relay Panels

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS

Sick Industrial Companies (Special Provisions) Act 1985 has been repealed w.e.f.01.12.2016. With this notification the reference filed by the Company before the BIFRstands abated w.e.f. 01.12.2016.

The whole time member SEBI vide order dated 1st August 2016 rejected thewithdrawal of the Open Offer made by Shri Lavjibhai D Daliya and Anjani Residency PrivateLimited Surat Gujarat. As per the latest SEBI Status update the said order has beenchallenged and the matter is presently subjudice before the Securities Appellate Tribunal(SAT).

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank the Company's customers memberssuppliers bankers associates Central and State Governments and employees at all levelsfor their support and co-operation extended to the Company during the year.

On Behalf of the Board of Directors

Rahul N. Amin

Chairman & Managing Director

(DIN: 00167987)

Vadodara

28th June 2017

ANNEXURE ‘A' TO THE BOARD'S REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXHANGE ENARNING AND OUTGO

[Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014]

A. CONSERVATION OF ENERGY:

Energy conservation measures taken:

- Installed Air pressure regulators at various use point at shop floor area to saveenergy.

- Plan to install LED street lights in Company.

- Intensified vigil on wastage/leakage control.

- Maintaining the power factor and improving voltage regulation have resulted inrebates in monthly energy bills.

- Installed 2 (two) Wind Turbine of capacity 800 Kw as alternate source of energy.

- Awareness about the need for energy conversation at all levels of employees is beingcreated through posters hoardings emails etc.

B. TECHNOLOGY ABSORPTION:

(a) Research & Development

1. Specific core areas in which R&D was carried out by the Company:

– Medium Voltage Switchgear

– Rotating Electrical Machines (Motors and Generators)

– Metallic Volute Pumps VT Pumps and Hydraulic Turbines

2. Benefits derived as a result of above R&D :

Reduction in manufacturing cost of products and improvement in efficiencies are donethrough continuous optimization of products. Increasing technical and price competitionhave been partially overcome by the internal R&D work through up-gradation andimprovement of various core product designs and processes.

The technical competitiveness has been tackled through re-engineering product rangeextension with value addition in the core products.

3. Future Plan of Action :

The future R&D activities will be directed towards the consolidation of existingproduct range through up-gradation addition of new products to enhance the range withspecial focus on performance & cost effectiveness thus creating value addition byvarious means. Considering the business potential competitors' product range and marketniche new technologies / processes and new state-of-the-art software will be introducedwith the help of in-house R&D development or if necessary acquiring technologiesfrom known external sources. Increased use of advanced and latest state-of-the-artsoftwares like Pro/e CFX ANSYS-Mechanical CFTURBO RMXprt and Maxwell for design /development and also improvement in performance parameters; alongwith cost reduction willbe the top priority.

4. Expenditure on R&D :

(Rs. in lakhs)
a) Capital -
b) Recurring 194.27
c) Total 194.27
d) Total R&D expenditure as percentage of total turnover 0.71 %

(b) Technology Absorption Adaptation and Innovation

1. Efforts in brief made towards technology absorption adaptation and innovation.

a) In the area of medium voltage switchgear the activities were directed towardsupgradation of existing switchgear to meet the latest IEC Standards. Type-testing as perthe latest version of IEC: 62271-100 was continued. In addition R&D is continuouslycarried out in the areas of applied research and use of alternative materials andprocesses.

b) In the rotating machines group major work was mainly directed towards indigenousdevelopment of larger rating motors and generators for various applications in coreindustries. New product development and cost reduction in the existing designs processesand process-time reduction in the existing products are undertaken. New Die Casting plantfor better productivity and Hydraulic Dynamometer with gearbox for type-testing of motorshas been installed. Gearbox for testing vertical motors with dynamometer has beeninstalled.

c) In the pump group development of metallic volute pumps has been in focus due tolarge orders in hand. One of the key thrust area was extension of the existing range ofpumps. Extensive use of CFD Analysis and Mechanical Analysis software is done continuouslyto improve the product competitiveness.

d) In the turbine group use of CFD Analysis software package for evaluation ofHydraulic Performance and use of ANSYS-Mechanical software to evaluate structure design ofKaplan and Francis Turbines enabling cost effective turbine geometry/arrangement.

2. Benefits derived as a result of above efforts. (a) Medium Voltage Switchgear

-- Successful type-testing as per IEC62271-100 and IEC62271-200 done in the year2012-13 continued to generate revenue of Rs. 2200 lakhs for the year 2016-17. Additionaltype tests were carried out in the year to further strengthen export potential.

-- As part of continuous validation and recertification of products various typetest as per relevant standards were carried out during the year.

(b) Rotating Electrical Machines

-- Design development and testing of large rating low speed vertical / horizontalmotors for Lift Irrigation Schemes.

-- Improved version of Wind Energy Generators.

-- Process-time reduction through modular construction of stator and rotors forlarger rating motors.

-- Cost reduction designs through Value Engineering analysis of 415 Volts 3.3kV6.6kV and 11kV motors on demand.

-- Design & development of larger rating generators for Hydel Application.

(c) Pumps

-- Developed 900VM Pump for Yettinahole Project.

-- Developed 1000VM Pump for Yettinahole Project.

-- Successful model testing of Metallic Volute Pump model for Tubchi Babaleshwarproject.

-- Developed 1600 MVC Pump for Tubchi Babaleshwar Project.

-- Development of 2000 MVC Pump for GLIS 3 Pack-2 is under process.

-- Developed new series of End Suction Pumps.

(d) Turbine

-- ANSYS Mechanical software is extensively used for structural analysis of Turbinecomponents enabling material control.

-- ANSYS CFX Software is used for performance prediction of Pump and Turbine.

-- Design of (9x5000 kW) five blade Kaplan turbine for SSNNL Project completed.

-- Design of (2x2000 kW) five blade Kaplan turbine for Varuna Project is underprocess.

3. Technology imported and status of absorption.

(i) Vacuum Circuit Breakers from Toshiba Corporation Japan. The technology has beenfully absorbed for 12 kV and 36 kV Vacuum Circuit Breakers.

(ii) Over 370 SF6 Ring Main Unit are supplied till now. Out of these about 250 havebeen successfully installed and commissioned. The installed RMU's are under observationfor performance.

(iii) High Head Francis turbine model design for head range up to 260 metres.

C. Foreign Exchange Earnings and Outgo:

(Rs. in lakhs)
a) Exports (including deemed Exports) 2252.69
b) Total Foreign Exchange used and earned
i) Total Foreign Exchange used 70.18
ii) Total Foreign Exchange earned 2416.43

Annexure D to the Board's Report

FORM NO. AOC - 2

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

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

1) Details of contracts or arrangements or transactions not at arm's length basis: Not Applicable Not Applicable Not Applicable Not Applicable
2) Details of material contracts or arrangements or transactions at arm's length basis :
(a) Name (s) of the related party and nature of relationship Jyoti Sohar Switchgear LLC (JSSL)Joint Venture as per Section 2(76) of the Companies Act 2013. M/s. Info Jinie Related Party as per Section 2(76) of the Companies Act 2013. M/s. JSL Industries Ltd Related Party as per Section 2 (76) of the Companies Act 2013. M/s. Insutech Industries Ltd Related Party as per Section 2 (76) of the Companies Act 2013.
(b) Nature of contracts/ arrangements/transactions Sale of MV HT VCB Panels Switchgear as per separate Purchase Orders given by JSSL from time to time. Consultancy Services provided as per the Scope of Service defined in agreement dated 01.06.2016. Sale/purchase/supply of goods and materials such as starters motors instrument transformers control panels spares etc. and availing and rendering of related services thereof. Sale/purchase/supply of goods and materials such as starters motors instrument transformers control panels spares etc. and availing and rendering of related services thereof.
(c) Duration of the contracts/ arrangements/transactions Till supply of Panels is made as per terms mentioned in respective Purchase Orders. From 01.06.2016 to 31.05.2017. From 01.04.2016 to 31.03.2017. From 01.04.2016 to 31.03.2017.
(d) Salient terms of the contracts or arrangements or transactions including the value if any As per Purchase Order given by JSSL from time to time on mutually agreed terms.Value - ` 2248.51 lakhs (01.04.2016 to 31.03.2017). As per Consultancy Agreement dated 01.06.2016. Value ` 18 lakhs per annum. The sale purchase or supply of goods and materials and availing and rendering services are made as and when required on the basis of merits and on the terms which are not less favourable to the Company. Value Rs. 290.08 lakhs (01.04.2016 to 31.03.2017). The sale purchase or supply of goods and materials and availing and rendering services are made as and when required on the basis of merits and on the terms which are not less favourable to the Company Value Rs. 155.78 lakhs (01.04.2016 to 31.03.2017).
(e) Date (s) of approval by the Board if any Approved by the Audit Committee of the Board of Directors on 30.03.2016 and limit revised on 21.03.2017. Approved by the Audit Committee of the Board of Directors on 28.05.2016 and by the Board of Directors of the Company on 30.05.2016. Approved by the Audit Committee of the Board of Directors on 30.03.2016 and limit revised on 14.02.2017 and by the Board of Directors of the Company on 30.03.2016 and limit revised on 14.02.2017. Approved by the Audit Committee of the Board of Directors on 30.03.2016 and by the Board of Directors of the Company on 30.03.2016.
(f) Amount paid as advances if any ` 887.78 lakhs from JSSL Not Applicable Not Applicable Not Applicable

The other details are mentioned in Note No. 26(9) of attached FinancialStatements for the year ended 31st March 2017.

Annexure F to the Board's Report

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

1. Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year 2016-17.

Sr. No. Name of Director Ratio
(i) Mr. Rahul N. Amin 32.60 : 1
(ii) Mrs. Tejal Amin N.A.
(iii) Mr. Uresh Desai N.A.
(iv) Mr. Tushar Dayal N.A.
(v) Mr. Vijay Kumar Gulati N.A.
(vi) Mr. Shrikar Bhattbhatt N.A.
(vii) Mr. Marut Patel N.A.
(viii) Dr. Rajesh Khajuria N.A.

2. The Percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Financial Year2016-17 compared to 2015-16.

Remuneration increased of any Director Nil
Remuneration increased of Company Secretary 26.59%
Remuneration increased of Chief Financial Officer 5.06%

3. The percentage increase in the median remuneration of employees in the FinancialYear 2016-17 compared to 2015-16 is 11.49 %.

4. The number of permanent employees on the role of the Company 31.03.2017 31.03.2016
458 527

5. Average percentile increase already made in the salaries of employees other than theManagerial Personnel in the last Financial Year and its comparison with the percentileincrease in the Managerial Remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the Managerial Remuneration.

Average Percentile increase in remuneration of employees is in line with the increasein Managerial Remuneration. There was no exceptional increase in the ManagerialRemuneration.

6. The Board of Directors of the Company affirms that the remuneration is as per theRemuneration policy of the Company.

7. The Statement Showing the remuneration drawn by the top ten employees for theFinancial Year 2016-17

Name of Employee Designation Remuneration Received Nature of Employment Qualification & Experience Date of Commence- ment of Employment Age Last Employment held % of Equity Shares held Relationship with Director or Manager of the Company if any
Rahul N. Amin* Chairman & Managing Director 8247254 Contractual B.E. – Electrical; M.E. 37 Years Since 1979 64 - 1084100 (6.33%) Mrs. Tejal Amin Director of the Company is his wife
A. S. Gopalkrishnan Chief Operating Officer 4414537 Permanent B.E. – Mechanical 29 Yrs 07/05/1998 50 Kishor Pumps Pvt. Ltd. - -
Suresh Singhal Vice President (Legal) & Company Secretary 3201570 Permanent CS 25 Yrs 05/10/2000 49 Diamines & Chemicals Ltd. - -
Jayesh Verma Chief Financial Officer 3171446 Permanent CA 37 Yrs 04/06/2015 61 In Practice - -
Paresh Shah General Manager 2182325 Permanent B.E. – Electrical 22 Yrs 01/09/2008 44 ABB Ltd. - -
R. Sairam General Manager 2146028 Permanent Diploma –Mechanical 31 Yrs 18/01/2010 52 Flowmore Ltd. - -
Kalpana Patel Deputy General Manager 1615419 Permanent Diploma – Electrical 25 Yrs 01/01/1992 48 - - -
P. J. Raut General Manager 1559337 Permanent Diploma – Mechanical 33 Yrs 04/06/2012 54 Indiana Gratings Pvt. Ltd. - -
E.V. Subrahmanyam General Manager 1545977 Permanent Diploma – Electrical 25 Yrs 07/01/1998 48 Calama Pumps Pvt. Ltd. - -
M. Krishnamurthy Deputy General Manager 1505591 Permanent B.E.–Instrument 26 Yrs 01/12/1997 49 India Meters Ltd. - -

*The Central Government vide its letter dated 15th May 2017 whileapproving the re-appointment has sanctioned the remuneration of Rs. 9 06557 for theperiod from 25.06.2016 to 11.09.2016 and Rs. 8400000 per annum for the period from12.09.2016 to 24.06.2019. Mr. Rahul N. Amin has already paid to the Company excessRemuneration for the period from 25.06.2016 to 11.09.2016.