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Patels Airtemp (India) Ltd.

BSE: 517417 Sector: Engineering
NSE: N.A. ISIN Code: INE082C01024
BSE LIVE 19:21 | 19 Oct 181.00 7.45
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OPEN 175.00
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VOLUME 8697
52-Week high 222.00
52-Week low 171.00
P/E 13.39
Mkt Cap.(Rs cr) 92
Buy Price 177.00
Buy Qty 180.00
Sell Price 181.00
Sell Qty 15.00
OPEN 175.00
CLOSE 173.55
VOLUME 8697
52-Week high 222.00
52-Week low 171.00
P/E 13.39
Mkt Cap.(Rs cr) 92
Buy Price 177.00
Buy Qty 180.00
Sell Price 181.00
Sell Qty 15.00

Patels Airtemp (India) Ltd. (PATELSAIRTEMP) - Director Report

Company director report

To

The Members

Patels Airtemp (India) Ltd. Ahmedabad

Your Directors have pleasure in presenting herewith the 24th Annual Reporttogether with the Audited Statement of Accounts for the year ended on 31st March 2016.

FINANCIAL RESULTS:
(` in Lacs)
Particulars Year ended on 31-03-2016 Year ended on 31-03-2015
Revenue from Operations (Net) 12664.72 11274.64
Other Income 45.78 42.20
Total Revenue 12710.50 11316.84
Less: Depreciation & Amortisation Expense 239.59 248.63
Finance Cost 186.77 267.67
Other Expenses 11176.34 9838.58
Total Expenses 11602.70 10354.88
1107.80 961.96
Profit / (Loss) on sale of Fixed Assets 0.93 Nil
Profit before Taxation 1108.73 961.96
Tax Expenses :
- Net Current Tax Expenses 392.31 324.63
- Deferred Tax 1.60 17.10
393.91 341.73
Profit after Tax 714.82 620.23
Balance brought forward from previous year 4095.79 3767.02
Less: Adjustment on Account of Change in Nil 66.43
useful life of Assets
Less : Short Provision for Dividend Nil 0.78
Distribution Tax
Profit available for Appropriation 4810.61 4320.04
Less: Proposed Dividend 111.54 111.54
Less: Tax on Dividend 22.71 22.71
Less Transfer to General Reserve 90.00 90.00
Surplus carried forward to Balance Sheet 4586.36 4095.79
Total 4810.61 4320.04
Earning Per Share 14.10 12.23

STATE OF COMPANY’S AFFAIRS:

The Company has earned revenue from operations (net) of Rs. 12664.72 lakhs during theyear ended on 31st March 2016 as against Rs. 11274.64 lakhs earned during the previousyear ended on 31st March 2015 giving a rise of 12.33 % as compared to previous year. Outof the revenue from operations of Rs. 12664.72 lakhs earned by the Company during the yearunder review Rs. 11867.51 lakhs represents sale of products (Domestic & Export) Rs.410.37 lakhs represents sale of Services (Processing Charges) and Rs. 386.84 lakhsrepresents other operating revenues. The Company has also earned other income of Rs. 45.78lakhs during the year under review as against Rs. 42.20 lakhs earned during the previousyear.

The Company has earned the Profit before Tax of Rs. 1108.73 lakhs during the year endedon 31st March 2016 as compared to Rs. 961.96 lakhs earned during the previous year endedon 31st March 2015 showing a rise of 15.26 %.

The Company has earned Net Profit of Rs. 714.82 lakhs for the year ended on 31st March2016 after making Provision for Tax Expenses of Rs. 393.91 lakhs and other adjustments ascompared to Net Profit of Rs. 620.24 lakhs earned by the Company during the previous yearended on 31st March 2015 a rise of 15.25 %.

After adding the Surplus in the Statement of Profit & Loss of Rs. 4095.79 lakhsbrought forward from the previous year to the profit of Rs. 714.82 lakhs earned by theCompany during the year under review the total amount of Rs. 4810.61 lakhs is availablefor appropriation.

DIVIDEND :

The Directors have recommended dividend of Rs. 2.20 per share (@ 22 %) on 5070240Equity Shares of Rs. 10/- each of the Company for the Financial Year ended on 31stMarch 2016 as compared to Dividend of Rs. 2.20 per share (@ 22.00%) declared for theprevious Financial Year ended on 31st March 2015. This will absorb Rs. 111.54lakhs as against `.111.54 lakhs absorbed in the previous year. The corporate dividend taxpayable by the Company on the said dividend will be Rs. 22.71 lakhs as against Rs. 22.71lakhs in the previous year.

TRANSFER TO RESERVE :

After making appropriation for Dividend and Dividend Tax and other adjustments theCompany proposes to transfer Rs. 90.00 lakhs to General Reserve and amount of Rs. 4586.36lakhs is proposed to be retained as the Surplus in the Statement of Profit and Loss.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company as required under Section 92(3) read withSection 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration)Rules 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure - Ato this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report has beenenclosed herewith as per Annexure – B and forming part of theDirectors’ Report.

RECOGNITION OR AWARDS:

The Company’s products has ASME "U"/ "U2"/ "S" Stampauthorization. It is expected to improve profitability of the company in the future. Forupdating Heat Transfer Technology Company has become member of HTRI (Heat TransferResearch Inc U.S.A.).

FINANCE:

During the year under review the Relatives of the Promoters of the Company/PromotersGroup brought in unsecured loan/deposits by way of contribution to bring additional longterm funds as a part of conditions imposed by Bank of Baroda on the Promoters whilesanctioning additional working capital facilities to the Company vide its letter underRef. No. NAVRAN:2014-15 dated 3rd April 2015 and Letter No. NGZ/ACR/SME/JMJ/10dated 7th July 2015 which are exempted deposits under Rule 2(1)(c)(xiii) ofCompanies (Acceptance of Deposits) Rules 2014.

During the year under review the Company has also accepted deposits from the Directorsof the Company which are exempted deposits under Rule 2(1)(c)(viii) of Companies(Acceptance of Deposits) Rules 2014 subject to compliance of the said Rules.

During the year under review the Company has availed additional working capitalfacilities from Bank of Baroda Navrangpura Branch Ahmedabad against the hypothecationand mortgage of movable and immovable properties of the Company. The Company has maderegular repayment of Loan & interest and there is no any overdue payment to the saidBank.

In terms of the provisions of Investor Education and Protection Fund Rules 2001(IEPF) during the year under review the Company has transferred the amount of unclaimedDividend of Rs. 211138/- for the year 2007-2008 (final dividend) to IEPF established bythe Central Government under Section 124 of the Companies Act 2013 and Rules madethereunder.

ACCEPTANCE OF DEPOSITS:

During the year under review the Company has not accepted any deposits from the Publicand Shareholders of the Company. As such no amount of principal or interest wasoutstanding as of the Balance Sheet date.

SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANY:

The Company does not have any subsidiary joint venture or associate companies withinthe meaning of Section 2(6) and 2(87) of the Companies Act 2013. As such a report in theprescribed Form AOC-1 as per first proviso to sub-section (3) of Section 129 of theCompanies Act 2013 and Rules made thereunder is not required to be attached and a Policyfor determining material subsidiaries is not required to be framed by the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any subsidiary joint venture or associate companiesConsolidated Financial Statements are not required to be prepared and attached with thefinancial statement of the Company pursuant to the requirements of Section 129 read withSchedule III of the Companies Act 2013 and Rules made thereunder and Listing Regulationsand applicable Accounting Standards.

CORPORATE GOVERNANCE:

Being a Listed Company the Company has taken necessary measures to comply with theprovisions of Listing Regulations regarding Corporate Governance and provisions of Clause49 of erstwhile Listing Agreement with the Stock Exchange as amended from time to time. Aseparate report on Corporate Governance for the year ended on 31st March 2016 is attachedherewith as a part of this Annual Report viz Annexure - C. A certificatefrom Statutory Auditors of the Company regarding compliance of the aforesaid provisions ofCorporate Governance is obtained by the Company and annexed to the Corporate GovernanceReport. The Auditors’ Certificate for the financial year 2015-2016 does not containany qualification reservation or adverse remark.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation andexplanations obtained by them your Directors make the following statement in terms ofSection 134(3)(C) and 134(5) of the Companies Act 2013 and confirm that :

(a) in the preparation of the annual accounts for the year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for the year under review;

(c) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the Directors had prepared the annual accounts for the financial year endedon 31st March 2016 on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given investments made guarantees given and securities providedby the Company under Section 186 of the Companies Act 2013 are not provided as duringthe year under review the Company has not given any loan nor made any investment norgiven any guarantee nor provided any security to any person.

RELATED PARTY TRANSACTIONS:

Information on transaction with related party referred to under sub-section (1) ofSection 188 of the Companies Act 2013 in the prescribed Form AOC-2 is attached herewithviz Annexure - D and forming part of the Directors’ Report pursuant toSection 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.

Transaction with related parties pursuant to the provisions of Listing Regulations anderstwhile Listing Agreement are disclosed in Note No. 28 of the Notes to the FinancialStatements for the year ended on 31st March 2016 in the Annual Report as required by theAccounting Standard (AS) 18 issued by ICAI. However there are no materially significantrelated party transactions made/entered into by the Company with its related partiesincluding promoters directors or the management etc. that may have potential conflictwith the interests of the Company at large.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website viz.www.patelsairtemp.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Girish N. Desai has resigned from the office of theDirector of the Company with effect from 21st December 2015. He was anIndependent Director of the Company. He was also a member of Audit Committee of theDirectors of the Company. The Directors placed on record the valuable services andguidance provided by Mr. Girish N. Desai during his tenure as an Independent Director ofthe Company and also as a member of the Audit Committee.

During the year under review Mr. Devidas C. Narumalani ceased to be Whole-timeDirector of the Company w.e.f. 14th July 2015 and continue as Non-executive &Non-independent Director of the Company.

Pursuant to the provisions of Section 149 and 152 1of the Companies Act 2013 and Rulesmade thereunder and Listing Regulations and on the recommendation of the Nomination andRemuneration Committee the Company proposes to appoint Mr. Himanshu N. Rawal (DIN:06631728) who was appointed as Additional Director at the Board Meeting held on 13thFebruary 2016 as Independent Director of the Company not liable to retire by rotation.The Company has received requisite notice in writing from a Member proposing hiscandidature for appointment as a Director of the Company. The aforesaid IndependentDirector if appointed shall hold office for a term of 2 consecutive years up to theconclusion of the 26th Annual General Meeting of the Company in the calendar year 2018.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mr. Narayanbhai G. Patel (DIN: 00023107) Chairman & Whole-time Directorof the Company shall retire by rotation at this Annual General Meeting and beingeligible offer himself for re-appointment for which necessary resolution has beenincorporated in the notice of the meeting. The Board of Directors recommendsre-appointment of Mr. Narayanbhai G. Patel as a Director of the Company.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mr. Devidas C. Narumalani (DIN: 00097592) Non-executive & Non-independentDirector of the Company shall retire by rotation at this Annual General Meeting and beingeligible offer himself for re-appointment for which necessary resolution has beenincorporated in the notice of the meeting. The Board of Directors does not recommendre-appointment of Mr. Devidas C. Narumalani as a Director of the Company.

Mr. Narendra G. Patel (DIN: 00023205) has been re-appointed as Whole-time Director ofthe Company for further period of 3 years w.e.f. 2nd August 2016 with payment ofremuneration. Necessary resolution has been incorporated in the Notice of the Meetingseeking Members approval for the same. The remuneration payable to (i) Mr. Narayanbhai G.Patel Chairman & Whole-time Director (2) Mr. Narendra G. Patel Whole-time Director(iii) Mr. Prakash N. Patel Managing Director and (iv) Mr. Sanjiv N. Patel ManagingDirector of the Company has been increased from Rs. 180000/- per month to ` 250000/-per month with perquisites and allowances subject to the approval of the shareholdersfor which necessary resolutions have been incorporated in the Notice of the Meetingseeking Members approval for the same.

The brief resume/details relating to the said Directors who are to bere-appointed/appointed are furnished in the Notes to the Notice of the Annual GeneralMeeting.

The Company has received declarations from all the Independent Directors of the Companyin terms of Section 149(7) of the Act confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBIListing Regulations 2015.

During the year under review the designation of Mr. Karansingh I. Karki (ACS: 30021)changed from Company Secretary being KMP to "Asst. Company Secretary" of theCompany w.e.f. 13th February 2016 and Mr. Nikhil M. Patel was appointed as Sr. CompanySecretary being Key Managerial Personnel (KMP) and Compliance Officer of the Companyw.e.f. 13th February 2016 as recommended by Nomination & Remuneration Committee ofthe Company.

BOARD EVALUATION :

The Board of Directors has carried out an annual evaluation of its own performance andthat of its Committees and Directors pursuant to the provisions of Section 134(3)(p) ofthe Companies Act 2013 and SEBI (Listing Obligation & Disclosure Requirement)Regulation 2015. The performance of the Board and committees were evaluated by the Boardon the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc. None of the independent directors aredue for re-appointment.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors and assessed the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

COMMITTEES OF DIRECTORS :

The details of various Committees of Directors constituted by the Board of Directorsunder various provisions of Companies Act 2013 and Rules made thereunder and ListingRegulations Meetings & Attendance terms of reference and other details are providedin the Corporate Governance Report annexed with the Directors’ Report.

The composition of various Committees and their terms of references may be accessed onthe Company’s website viz. www.patelsairtemp.com.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Policy on appointment and remuneration of Directors KMP and other employees andother matters as required under Section 178(3) of the Companies Act 2013 is available onthe web-site of the Company viz. www.patelsairtemp.com.

NUMBER OF BOARD MEETINGS :

During the financial year 2015-2016 5 (Five) Board Meetings were held on 20/05/201514/08/2015 07/11/2015 12/12/2015 & 13/02/2016. The gap between two Board Meetingsdid not exceed 120 days as prescribed in the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act 2013 and Rules madethereunder details relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo are given in the Annexure – E attachedherewith and forming part of the Directors’ Report.

RISK MANAGEMENT:

Business risk evaluation and management covering the business operations of theCompany is an ongoing process within the Company and the management reviewed frequentlyrisk assessment and to minimize them. The ultimate goal of risk management is thepreservation of physical and human assets of the organization for successful continuationof its operations.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act 2013 and Rules madethereunder a Committee of the Directors of the Company has been constituted as CorporateSocial Responsibility (CSR) Committee. CSR Committee has formulated a policy on theCorporate Social Responsibility measures to be undertaken by the Company as specified inSchedule VII to the Companies Act 2013. The Company has duly spent the required amountduring the financial year ended on 31st March 2016 towards CSR activities. TheAnnual Report on CSR activities is annexed herewith marked as

Annexure - F.

The Corporate Social Responsibility Policy is available on the Company’s web-siteviz. www.patelsairtemp.com.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

STATUTORY AUDITORS:

Section 139(2) of the Companies Act 2013 (effective 1st April 2014)mandates that a listed company or such other prescribed class of companies shall notappoint or re-appoint an audit firm as Statutory Auditors for more than two terms of fiveconsecutive years each.

Further the companies as aforesaid whose Statutory Auditors has held office for aperiod of ten years or more are required to comply with these provisions within threeyears from the date of commencement of these provisions i.e. 1st April 2014.For this purpose the term of the audit firm before the commencement of these provisionsshall be taken into account for calculating the period of ten consecutive years.

Our auditors M/s. Parikh & Majmudar Chartered Accountants Ahmedabad are holdingthe office as Statutory Auditors for more than ten years. Hence they can only bere-appointed for a period up to three years i.e. up to Financial Year- 2016-2017.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s.Parikh & Majmudar Chartered Accountants Ahmedabad as Statutory Auditors of theCompany for the Financial year 2016-2017 to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the next Annual General Meeting of the Company.

The Company has received a certificate from the said Auditors under Section 139 of theCompanies Act 2013 to the effect that their appointment if made would be within theprescribed limits under Section 139 of the Act and they are not disqualified under theAct. The Members are requested to consider their appointment as Statutory Auditors of theCompany to hold office from the conclusion of this Annual General Meeting till theconclusion of the next Annual General Meeting of the Company. The Auditors’ Reportfor the financial year 2015-2016 does not contain any qualification reservation oradverse remark.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act 2013 and Rules made thereunder inter alia requiresevery listed companies to annex with its Board Report a Secretarial Audit Report given bya Company Secretary in practice in the prescribed form. The Board has appointed Mr. PunitLath Practicing Company Secretary Ahmedabad to conduct Secretarial Audit for thefinancial year 2015-16. The Secretarial Audit Report for the financial year ended March31 2016 is annexed herewith marked as Annexure –G to this Report. TheSecretarial Audit Report for the financial year 2015-2016 does not contain anyqualification reservation or adverse remark.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 and the Companies (Cost Records and Audit) Rules 2014and as recommended by Audit Committee the Board of Directors appointed M/s. RajendraPatel & Associates Cost Accountant Ahmedabad having Membership No. 29021 as theCost Auditor of the Company to conduct audit of cost accounting records maintained by theCompany for the current financial year 2016-2017 ending on 31st March 2017.Further the remuneration payable to M/s. Rajendra Patel & Associates for conductingthe audit of cost records for the year ended 31st March 2016 (2015-2016) andending 31st March 2017 (2016-2017) is required to be ratified by theShareholders of the Company and resolution for the said ratification is placed forapproval of the members at the ensuing AGM.

INSURANCE:

All insurable interests of the Company including buildings plant and machineryfurniture & fixtures and other insurable interest are adequately insured.

LISTING AGREEMENT WITH STOCK EXCHANGES:

Pursuant to the provisions of Listing Regulations the Company declares that the EquityShares of the Company are listed on the BSE Limited (BSE). The Company has entered intonew Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 within the prescribed time limit.

The Company confirms that it has paid Annual Listing Fees to BSE upto the FinancialYear 2016-2017.

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed with this report as Annexure - H.

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not provided with as during the financial year under review no employee of theCompany including Whole-time Directors and Managing Directors were in receipt ofremuneration in excess of the limits set out in the said rules.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has a Vigil mechanism and Whistle blower policy under which the employeesare free to report any act of serious misconduct or wrongful activity being occurred orsuspected to occur within the organization to his immediate HOD or the HR Head ordirectly to the concern Whole-time Directors or Managing Directors of the Company as hemay desire. No employee of the Company is denied access to the Audit Committee. The vigilmechanism/whisle blower policy is also available on the web-site of the Company viz.www.patelsairtemp.com.

GENERAL:

During the year under review there was no change in the nature of business of theCompany and there is no material change and/or commitments affecting the financialposition of the Company during the period from 31st March 2016 till the date of thisreport.

During the year under review there was no significant and/or material order passed byany regulators or courts or tribunals impacting the going concern status andcompany’s operations in future.

The Company does not provide any loan or other financial arrangement to its employeesor Directors or Key Managerial Personnel for purchase of its own shares and hence thedisclosure under Section 67(3)(c) of the Companies Act 2013 does not require.

The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules2014 is not provided as the Company does not have any equity shares with differentialvoting rights. The Company has zero tolerance towards sexual harassment at the workplaceand has adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the co-operation andassistance extended by various departments of the Union Government State GovernmentBankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere servicesof the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

By order of the Board of Directors

NARAYANBHAI G. PATEL

Chairman & Whole-time Director

Date : 28th May 2016

Place : Ahmedabad

ANNEXURE – D TO THE DIRECTORS’ 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 arms length transaction under third proviso thereto.

1 . Details of contracts or arrangements or transactions not at arm’s lengthbasis.

Particulars Details
a) Name (s) of the related party & nature of relationship The Company sold Air Conditioners to Mr. Narendra G.
b) Nature of contracts/arrangements/transaction Patel Whole-time Director of the Company being KMP amounting to Rs. 339127/- during the financial year 2015- 2016. The Company is doing trading business of Air Conditioners. The transaction has been approved by the Audit Committee and Board at its meeting held on 28th May 2016.
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Justification for entering into such contracts or arrangements or transactions’
f) Date of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to Section 188 Approval of Shareholders is not required.

2. Details of material contracts or arrangements or transactions at Arm’slength basis.

Particulars Details
a) Name (s) of the related party & nature of relationship There were no material contracts or arrangements or transactions at arm’s length basis entered into by the Company with related parties during the year ended on 31st March 2016.
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Date of approval by the Board
f) Amount paid as advances if any

ANNEXURE-E TO DIRECTORS’ REPORT

Details of particulars under Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 forming part of the Directors’ Report for the yearended on 31st March 2016 are given as under

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOETC.

A) CONSERVATION OF ENERGY

The main source of energy is power. Energy conservation continues to receive priorityattention at all levels. All efforts are made to conserve and optimize use of energy withcontinuous monitoring improvement in maintenance and distribution systems and throughimproved operational techniques. We are also look forward in adopting the technology bywhich consummation of energy can reduce and also promote the natural sources ofenergy.Uses of natural lights are resorted at factory premises to save energy.

B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The particulars as required under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8(3)(A) of the Companies (Accounts) Rules 2014 with respect to Research &Development and Technology Absorption are given hereunder :

Technology Absorption

(1) Research & Development (R & D)

The Company has established a well equipped testing & NDE laboratory with thenumber of sophisticated instruments for testing and non destructive examination related tothe product being manufactured. To upgrade the technology and technical qualificationsyour Company has renewed ASME "U" and "NB"/‘R’ Stamp ofNational Board of USA and added ASME "U2"/ "S" Stamp authorization forimproving the system and quality.

Your Company is ISO 9001-2008 certified. Various technical software’s likePVElite Auto Desk Mechanical Microprotol Paulin Research Group etc were updated fordesign & development of various products.

(2) Technology Absorption Adaptation & Innovation

Updation of Technology is a Continuous process absorption implemented and adapted bythe Company for innovation. Efforts are continuously made to develop new products requiredin the Engineering Industry.

The Company has invested about Rs. 2.08 Crore for Plant & Machineries to upgradeHI-tech equipments. The Company has HTRI Membership agreement for Catagory - II andLicence agreement for EHT (for enhanced heat transfer) and Honeywell UniSim UHX (for feedwater heater) for latest technology in Heat Transfer from U.S.A. For Air cooled HeatExchangers another finning machine is added for fast delivery period. In-house systemsand operations are being innovated for better quality and to perform up to customers’requirement.

C) FOREIGN EXCHANGE EARNING AND OUTGO

The details of Foreign Exchange Earnings and Outgo by the Company during the year underreview are given in Note No. 37 38 and 39 of Notes on Financial Statements.