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Ador Welding Ltd.

BSE: 517041 Sector: Engineering
NSE: ADORWELD ISIN Code: INE045A01017
BSE 00:00 | 17 May 645.65 20.90
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NSE 00:00 | 17 May 647.95 26.75
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OPEN 619.30
PREVIOUS CLOSE 624.75
VOLUME 620
52-Week high 852.10
52-Week low 395.10
P/E 21.62
Mkt Cap.(Rs cr) 878
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 619.30
CLOSE 624.75
VOLUME 620
52-Week high 852.10
52-Week low 395.10
P/E 21.62
Mkt Cap.(Rs cr) 878
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ador Welding Ltd. (ADORWELD) - Director Report

Company director report

To

The Members

The Directors take immense pleasure in presenting the Sixty Eighth (68th)Annual Report of the Company and the Audited Statements of Accounts for the financial yearended 31st March 2021.

1.0 CORPORATE OVERVIEW

Your Company Ador Welding Limited (AWL) was incorporated in the year 1951 and has comea long way to become one of India's leading players in the welding industry. YourCompany's Vision is "Creating the Best Welding Experience".

2.0 FINANCIAL PERFORMANCE

AWL has a huge spectrum of products offering and aims to provide "Complete WeldingSolutions" to the "World of Manufacturing" for enhancing their operationalefficiency".

Our presence is there across seventy (70) odd countries and our corporate headquarteris based in Mumbai.

(Rs. in Lakhs)

Sr.No. Key Financial Indicators

FFor the year ended 31st March 2020

ForFor the year ended 31st March 2020

Standalone

Consolidated

2.1 Sales & Other Income (Net of GST Discount & Incentives) 45459 53464 45507 53539
2.2 Profit before Interest Depreciation Tax & Other Comprehensive Income 2720 4936 2749 4989
2.3 Profit before Tax (PBT) (1568) 3007 (1406) 3053
2.4 Provision for Tax (Including Deferred Tax) (369) 445 (368) 441
2.5 Profit/(Loss) after Tax (PAT) (1199) 2562 (1038) 2612
2.6 Total Comprehensive Income (Loss) (1147) 2415 (986) 2465

The Financial Year (FY) 2020-21 was quite challenging and affected the performance ofthe Company due to worldwide spread of COVID-19. The financial performance of the Companywas also affected due to certain exceptional items as a result of which the Company hasincurred loss for the year.

During FY 2020-21 the Company has made certain provisions towards doubtful receivablesand diminution in the value of investment in Ador Welding Academy Private Limited (AWAPL)which has been considered as "exceptional item" and has been disclosedseparately in its financial statements under Note-62 of the audited financialstatements.

3.0 DIVIDEND & RESERVES

3.1 The Board of Directors in view of the losses incurred by the Company has notrecommended any Dividend for the FinancialYear (FY) 2020-21. Dividend (Interim) for theprevious FY 2019-20 was declared @ 65% (i.e. @ Rs. 6.50 per Equity Share)*.

3.2 The total amount of Dividend to be disbursed for FY 2020-21 is therefore Nil (Rs.883.90 Lakhs)*

4.0 SHARE CAPITAL

The paid up Equity Share Capital of the Company as at 31st March 2021 stoodat Rs. 1359.85 Lakhs. During the year under review the Company has neither issued sharesnor convertible securities nor shares with differential voting rights nor granted anystock options or sweat equity or warrants. As at 31st March 2021 none of theDirectors of the Company hold any instruments which are convertible into Equity Shares ofthe Company.

5.0 FINANCE & ACCOUNTS

During the year under review the Rating Agency CARE assigned "A+" (Single APlus; Outlook: Stable) rating for the Company's long term borrowings and maintained"A1+" (A One Plus) rating for the Company's short term borrowings. As mandatedby the Ministry of Corporate Affairs (MCA) the financial statements for the financialyear ended 31st March 2021 have been prepared in accordance with the IndianAccounting Standards (Ind AS) notified under Section 1 33 of the Companies Act 201 3(hereinafter referred to as "the Act") read with the Companies (Accounts)Rules 2014 as amended from time to time. The estimates and judgements relating to theFinancial Statements are made on a prudent basis so as to reflect a true & fair form& substance of transactions and reasonably present the Company's state of affairsprofits & cash flows for the financial year ended 31st March 2021.

The Notes to the Financial Statements adequately cover the Standalone and ConsolidatedAudited Statements and form an integral part of this Report.

6.0 RE-STATEMENT OF ACCOUNTS/FINANCIALS

During the Financial year 2020-21 the Company was made aware of certain liquidateddamages and project cost overrun with respect to delay in the execution of an EngineeringProcurement and Construction (EPC) project. The Management was of the view that the impactof this should be restated in the respective lines of the financial statements/information of the previous periods. Pursuant to the impact of aforesaid changes theCompany has restated the financial statements/results for the comparative periods

in accordance with the requirements of Ind-AS 8 - 'Accounting Policies Changes inAccounting Estimates and Errors'. The Retained Earnings (other equity) as at 01stApril 2019 within the Statement of Changes in Equity have also been restated to adjustthe impact of such adjustments which relate to the prior periods. The impact of aforesaidrestatements has been appropriately disclosed in audited financial statements.

7.0 OPERATIONS

In FY 2020-21 the total Sales & Other Income decreased by 15% compared to last FY2019-20. The year ended with Sales & Other Income of Rs. 45459 Lakhs. (Rs. 53464Lakhs)*.

The Company's Net Sales and Other Income during FY 2020-21 comprised the following:

7.1 Welding Consumables at Rs. 35220 Lakhs (Rs. 40391 Lakhs)*

7.2 Equipment and Welding Automation at Rs. 7049 Lakhs (Rs. 7354 Lakhs)*

7.3 Projects at Rs.2459 Lakhs (Rs.4811 Lakhs)*

7.4 Other Income of Rs. 731 Lakhs mainly comprised of forex gain interest rent &export incentives etc. (Rs. 908 Lakhs)* (*Figures in brackets indicate previous year)

8.0 CAPEX

The Company incurred CAPEX of Rs. 555 Lakhs during FY 2020-21. The Capitalwork-in-progress as at 31st March 2021 was Rs.327 Lakhs. CAPEX planned for FY2021-22 is Rs.1724 Lakhs mainly for the following:-

a) Automation/modernization at Consumables and Equipment Plants.

b) Plant and Machinery for capacity expansion of certain products and also forimprovement of "productivity & in-process quality".

c) Replacement of Old Machineries.

d) Upgradation of R&D Infrastructure.

e) For conducting various modern tests and analysis for enabling improved performanceof the products.

f) Information Technology upgradation digitalisation and Compliances.

g) Replacement of Vehicles

9.0 PERFORMANCE OF THE SUBSIDIARY COMPANY

The Company does not have any material subsidiary. The Board of Directors of theCompany has approved a Policy for determining material subsidiaries which is in line withSEBI (LODR) Regulations 2015 as amended from time to time. The said Policy has beenuploaded on the Company's website at the follwing weblink:

https://www.adorwelding.com/images/pdf/

corporate_policies/Policy-for-determining-

Material-Subsidiarv.pdf

Ador Welding Academy Private Limited (AWAPL)

AWAPL a Wholly Owned Subsidiary of the Company focuses on creating a pool of skilledwelding technicians and professionals to serve a cross-section of industries in theinfrastructure sector and also renders consulting services to corporates on settingup/improving their welding processes. At its well-equipped Pimpri (Pune) campus AWAPLcaters to informed demanding and resource seeking customers who are at the cutting edgeof metallurgy and metal fabrication technology. AWAPL forms the backbone of their questfor new generation products welding techniques and correct welding procedures.

In FY 2020-21 AWAPL registered a total revenue of Rs 61.95 Lakhs (Rs. 104.38 Lakhs)*with a profit (before exceptional items & tax) of Rs. 20.37 Lakhs (Profit before Taxof Rs. 45.48 Lakhs)*.

During FY 2020-21 due to economic slowdown & several restrictions imposed owing tothe Novel Coronavirus/COVID-19 pandemic the Company did not get expected number ofcandidates for training. This has resulted in lower sales than FY 2019-20. In spite ofthis AWAPL could make a substantial contribution to the technical upgradation of thehuman resource base in the welding industry. AWAPL considering the lock-down situationthen catered to providing vocational training online i.e. through webinars & otherelectronic mode and has successfully undertaken & completed various weldinginitiatives/projects electronically. (*Figures in brackets indicate previous year)

10.0 CONSOLIDATED FINANCIAL STATEMENT

The Consolidated financial statements relate to M/s. Ador Welding Ltd. (AWL) and itswholly owned subsidiary M/s. Ador Welding Academy Pvt. Ltd. (AWAPL). The consolidatedfinancial statement of the Company and its subsidiary for FY 2020-21 are prepared incompliance with the applicable provisions of the Act and as stipulated under Regulation 33of SEBI (LODR) Regulations 2015 as well as in accordance with Section 1 36 of theCompanies Act 2013 as well as the Indian Accounting Standards (Ind AS) notified under theCompanies (Indian Accounting Standards) Rules 201 5 as amended from time to time. Thestandalone financial statements of AWAPL are posted onto the website of the Company whichcan be viewed at the following web link: https://www.adorwelding.com/images/pdf/AWAPL--Financial-Statements-for-FY-2020-21.pdf and hence the same are not annexed tothis 68th Annual Report.

The Annual Accounts and other related information of the said Subsidiary Company willalso be made available to the shareholders of the Holding Company (AWL). The AnnualAccounts of the Subsidiary Company are also available for e-inspection to the shareholdersof AWL and your Company shall furnish a physical copy of annual accounts of subsidiary toany shareholder of the Company on request.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements of theSubsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 which formsan integral part of this Report.

11.0 RISK MANAGEMENT

The Company has formulated an Enterprise Risk Management (ERM) framework to managevarious financial & non-financial risks operational & non - operational risksamongst other risks. The Board takes responsibility of the overall process of riskmanagement throughout the organization.

The ERM Policy of the Company helps to continuously assess & monitor the risksassumed by the Company. The processes are in place for identifying evaluating andmanaging the risks. Based on the ERM Policy the Board hereby states that there are noelements of risks which threaten the existence of the Company.

12.0 RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions (RPTs) is approved by the Board of Directorsand the same is uploaded on the Company's website which can be viewed at the followingweb link: https://www.adorwelding.com/images/pdf/corporate_policies/RPT_policv.pdf

During FY 2020-21 the Company entered into certain Related Party Transactions in theordinary course of business and on arm's length basis with prior approval of the AuditCommittee. There were no material related party transactions (RPTs) undertaken by theCompany during the year under review that required shareholders' approval underRegulation 23(4) of SEBI (LODR) Regulations 2015 or Section 188 of the Companies Act2013. The Audit Committee grants omnibus approval for entering into certain transactionswith the related parties which are foreseen & repetitive in nature. A detailedsummary of the Related Party Transactions vis-avis the omnibus approval is placed beforethe Audit Committee for its review on a quarterly basis.

All transactions entered with the Related Parties for the year under review were onarm's length basis and were not material. Hence disclosure pursuant to Section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 isnot required. Further there are no materially significant Related Party Transactionsexecuted between the Company & its Promoters Directors Key Managerial Personnel orother designated persons that may have a potential conflict with the interest of theCompany at large.

None of the Directors have any pecuniary relationships or transactions vis-a-vis theCompany except remuneration sitting fees and reimbursement of expenses to the extentapplicable. All Related Party Transactions are mentioned in the notes to accounts. TheCompany has developed a framework through Standard Operating Procedures (SOPs) for thepurpose of identification and monitoring of such Related Party Transactions.

13.0 ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act the draft of Annual Return for FY2020-21 in form MGT-7 is available on the Company's website: https://www.adorwelding.com/images/pdf/Draft-eform-MGT-7-for-FY-2020-21.pdf

14.0 CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its CSR initiative the Company spent an amount of Rs. 49.18 Lakhs during FY2020-21 out of its budgeted CSR expenditure of Rs. 58.58 Lakhs considering re-statementof accounts & has parked Rs. 10.50 Lakhs in the Unspent Corporate SocialResponsibility Account (UCSR) for an ongoing project. The various projects/initiativesundertaken by the Company are as follows:

• Promoting education among children women elderly and differently abledincluding special education & employment enhancing vocation skills especially skilldevelopment and encouraging safety practices in welding & allied fields foreconomically challenged/financially weaker sections of the Society

• Empowering women towards individual and professional development opportunities

• Promoting healthcare sanitation hygiene & making available safe drinkingwater to the non-privileged/underprivileged.

The Company considers social responsibility as an integral part of its activities andendeavours to utilize the allocable CSR budget for the benefit of the society at largewith the aim to create a long-term positive impact. Out of its CSR Budget of FY 2020-21Rs 10.50 Lakhs is parked in a separate bank account for an "ongoing project" asrecommended by the CSR Committee and approved by the Board. The said amount will beutilised in the next 3 financial years in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014.

The Company is committed to continuously explore new opportunities in alignment withits CSR philosophy & policy and strives to create a positive impact on the societythrough its CSR initiatives.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout pursuant to format prescribed in the Companies (CSR Policy) Rules 2014 in Annexure- I of this Report. The CSR Policy is available on Company's website at URL:https://www.adorwelding.com/

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

15.0 LOANS GUARANTEES & INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the FinancialStatements forming part of this Annual Report.

16.0 FIXED DEPOSIT

Your Company had no opening balances of Deposits. Further the Company has not acceptedor renewed any deposits within the meaning of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014.

17.0 SECRETARIAL STANDARDS (SS)

The Company has complied with all the applicable Secretarial Standards (SS) issued bythe Institute of Company Secretaries of India (ICSI) from time to time.

18.0 INSURANCE

All the properties/assets of the Company are adequately insured.

19.0 ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 1 34(3) (m) of the Companies Act 201 3 readwith the Companies (Accounts) Rules 201 4 with respect to conservation of energytechnology absorption & foreign exchange earnings/outgo is appended hereto as Annexure- II.

20.0 CORPORATE GOVERNANCE

As per the Listing Agreements executed with the Stock Exchanges the Company has beenfollowing the Corporate Governance Code from FY 2001-02 onwards. The Company has compliedwith all the requirements of the Corporate Governance for the period 01stApril 2020 to 31st March 2021 (i.e. FY 2020-21) pursuant to Regulation 27(2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. As perRegulation 34(3) read with Schedule V to SEBI (LODR) Regulations 2015 a separate sectionon corporate governance practices followed by the Company together with CorporateGovernance Compliance Certificate received from M/s. Walker Chandiok & Co. LLPChartered Accountants Statutory Auditors of the Company confirming compliance forms anintegral part of this Report attached hereto as Annexure - III.

The Management Discussion and Analysis (MDA) Report as mandated under ScheduleV to SEBI (Listing Obligations & Disclosure Requirements) Regulations 201 5 is alsoattached to this Report as Annexure - IV.

21.0 SIGNIFICANT & MATERIAL REGULATORY ORDERS

During FY 2020-21 there were no significant orders passed against the Company by anyregulators or courts or tribunals impacting the going concern status and the Company'soperations in future. However Members attention is drawn to the Statement on ContingentLiabilities and Commitments in the Notes forming part of the Financial Statement.

22.0 NOMINATION REMUNERATION & BOARD DIVERSITY POLICY

The Board of Directors has framed a policy on recommendation of the NominationRemuneration Committee which lays down a framework in relation to appointment andremuneration of its Directors. The Policy includes criteria for determiningqualifications positive attributes independence of Director etc. as required under theprovisions of Section 178(3) of the Companies Act 2013 and SEBI (LODR)

Regulations 2015. The Policy also broadly lays down the guiding principles philosophyand the basis for payment of remuneration to the Executive and Non-executive Directors.The above policy has been posted on the website of the Company at following weblink : https://www.adorwelding.com/images/pdf/corporate_policies/criteria_for_payment_to_ NEDs.pdf

In case of re-appointment of Non-Executive and Independent Directors the NRC and theBoard takes into consideration the performance of the Director based on the Boardevaluation and his/her engagement level during their previous tenure respectively.

The details of the Remuneration Policy for Directors are explained in the CorporateGovernance Report attached hereto as Annexure - III.

23.0 INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations under Section149(7) of the Act stating that they meet the criteria of independence as laid down underSection 149(6) of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations 2015. Interms of Regulation 25(8) of SEBI (LODR) Regulations 2015 the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgement and without any external influence. Theyhave also given declaration under Rule 6(1) and 6(2) of the Companies (Appointment andQualification of Directors) Rules 201 4 that their names are registered in the databankas maintained by the Indian Institute of Corporate Affairs (IICA). Pursuant to Rule8(5)(iii)(a) of the Companies (Accounts) Rules 201 4 in the opinion of the Board theIndependent Directors are competent experienced and are the persons of expertise(including the proficiency) having positive attribute standards of integrity ethicalbehaviour qualifications and independent judgement.

The Company has in all 5 (five) Independent Directors including 1 (one) WomanIndependent Director as on 31st March 2021. The Independent Directors met on05th February 2021 without the presence of Non-Independent Directors andMembers of the Management to review the matters as required under SEBI (LODR)Regulations 201 5 and the Companies Act 2013.

24.0 DIRECTORS & KEY MANAGERIAL PERSONNEL

During FY 2020-21 the following changes occurred in the composition of the Board ofDirectors of the Company:

a) In accordance with the provisions of Section 152 of the Act and the Company'sArticles of Association (AOA) Ms. Tanya H. Advani (DIN: 08586636) Non-ExecutiveDirector retires by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for re-appointment. The Board recommends her re-appointment forconsideration of the Members of the Company at the forthcoming Annual General Meeting.Brief profile of Ms. Tanya H. Advani has been given in the Notice convening the 68thAnnual General Meeting.

b) The Board of Directors on the recommendation of the Nomination and RemunerationCommittee (NRC) appointed Mrs. Nita Dempo Mirchandani (DIN: 01103973) as an AdditionalDirector (Non- Executive & Independent) with effect from 01st April 2020which was approved by the Members in the 67th Annual General Meeting.

c) Mr. Satish M. Bhat (DIN: 05168265) Managing Director tendered his resignation on& with effect from 07th September 2020. The same was noted by the Board ofDirectors in its Meeting held on the same day and was relieved immediately.

d) Mr. Aditya T. Malkani (DIN: 01585637) was re-designated & appointed as theManaging Director by the Board of Directors at its meeting held on 07thSeptember 2020 on recommendation of the Nomination and Remuneration Committee (NRC) fora period of three (3) years with effect from Monday 14th September 2020subject to the approval of shareholders at the ensuing Annual General Meeting consideringhis rich experience in business/strategic management marketing and finance management aswell as his long term association with the Company/Ador Group of almost 13 years.According to the Articles of Association of the Company the Managing Director is notliable to retire by rotation.

The Board recommends his appointment for consideration to the Members of the Company atthe forthcoming Annual General Meeting. Brief profile of Mr. Aditya T. Malkani has beengiven in the Notice convening the 68th Annual General Meeting.

e) Mr. Girish A. Patkar Chief Financial Officer (CFO) was assigned a differentrole/responsibility in the organisation with effect from 09th September 2020& Mr. Surya Kant Sethia Deputy General Manager (Finance & Accounts) was appointedas the interim Chief Financial Officer (CFO) of the Company w.e.f. 09thSeptember 2020.

f) Mr. Manoj Kumar Maheshwari (DIN: 00012341) Non-Executive & IndependentDirector tendered his resignation on & with effect from 07th December2020 due to pre-occupation. The same was noted by the Board of Directors in its Meetingheld on 05th February 2021. Mr. M. K. Maheshwari was appointed as a Directoron the Board from 28th March 2005 and was on the Board for over 1 5 years. TheBoard places on record its sincere appreciation for the contributions of Mr. M. K.Maheshwari during his tenure as the Independent Director.

g) Mr. Surya Kant Sethia was appointed as the Chief Financial Officer (CFO) & KeyManagerial Personnel (KMP) of the Company by the Board of Directors at its meeting held on05th February 2021 on the recommendation of the Audit Committee and theNomination & Remuneration Committee with effect from Monday 08thFebruary 2021.

h) Pursuant to the succession planning at the Company the Board on the recommendationof the Nomination and Remuneration Committee re-appointed Mrs. Ninotchka Malkani Nagpal(DIN: 00031985) as the Whole-Time Director designated as Executive Chairman of theCompany at its Meeting held on 05th February 2021 for a period of 3 yearswith effect from 07th May 2021 subject to the approval of the Members at theensuing Annual General Meeting considering her expertise in the area of FinancialManagement General Management & Strategic Financial planning her business foresightand her rich long-term association with the Company for over 20 years. She will be liableto retire by rotation.

The Board recommends her re-designation for consideration of the Members of the Companyat the forthcoming Annual General Meeting. Brief profile of Mrs. Ninotchka Malkani Nagpalis given in the Notice convening the 68th Annual General Meeting.

i) The Directors have submitted Form DIR-8 pursuant to Section 164 of the CompaniesAct 2013 & Rule 14(1) of the Companies (Appointment & Qualification of Directors)Rules 2014 along with their consent in Form DIR-2 pursuant to Section 1 52 of theCompanies Act 2013 & Rule 8 of the Companies (Appointment & Qualification ofDirectors) Rules 2014.

j) Necessary Resolutions for the appointment/re-appointment/re-designation of theabovenamed Directors have been included in the Notice convening the ensuing 68th AnnualGeneral Meeting and details of the proposed appointees as required pursuant to Regulation36 of SEBI (LODR) Regulations 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS)are given in the Appendix to the Explanatory Statement annexed to the said Notice.

25.0 DIRECTORS PERFORMANCE EVALUATION

The annual evaluation process of the Board of Directors individual Directors andCommittees of the Directors was conducted in accordance with the provisions of the Act andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A structuredquestionnaire was prepared after taking into consideration various aspects of the Board'sfunctioning composition of the Board & of its Committees execution & performanceof specific duties obligations & governance. The performance evaluation of the Boardof its own performance & that of its Committees and individual Directors includingthe Executive Chairman and the Independent Directors was completed during the year underreview. The Board of Directors expressed their satisfaction with the evaluation process.

The manner of evaluation has been explained in the Corporate Governance Report inAnnexure - III.

26.0 DIRECTORS RESONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) & (5) of the Companies Act 2013 the Board ofDirectors of the Company to the best of their knowledge and ability hereby confirm that:

a) in the preparation of the Annual Accounts for FY 2020-21 all the applicableAccounting Standards (AS) have been followed along with proper explanation relating tomaterial departures if any;

b) the Directors have selected such accounting policies & practices and appliedthem consistently & made judgments and estimates that are reasonable and prudent soas to give a true & fair view of the state of affairs of the Company and of theprofits of the Company for the year ended 31st March 2021;

c) the Directors have 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 & detecting fraud and other irregularities;

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

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate & were operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all the applicable laws and that such systems were adequate & operatingeffectively.

27.0 BUSINESS RESPONSIBILITY STATEMENT

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 the BusinessResponsibility Report (BRR) on the initiatives taken from environmental social andgovernance perspective in the prescribed format is annexed as Annexure VII andforms an integral part of this Report.

28.0 AUDIT COMMITTEE & ITS RECOMMENDATIONS

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

The Audit Committee plays a key role in providing assurance about financial statementsto the Board of Directors. Significant audit observations and corresponding correctiveactions taken by the Management are presented to the Audit Committee.

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

29.0 NUMBER OF BOARD MEETINGS

The Company has conducted 6 (six) Board meetings during FY 2020-21 and the detailsthereof are covered under the Corporate Governance Report which is annexed to this Reportas Annexure - III.

30.0 COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority/charter.

The following Committees constituted by the Board function according to theirrespective roles and defined scope/charter:

a) Audit Committee (AC)

b) Stakeholders' Relationship Committee (SRC)

c) Nomination and Remuneration Committee (NRC)

d) Corporate Social Responsibility Committee (CSR)

31.0 KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel (KMPs) of the Company as on 31stMarch 2021:

a) Mr. Aditya T. Malkani Managing Director

b) Mr. Vinayak M. Bhide Company Secretary & Compliance Officer

c) Mr. Surya Kant Sethia Chief Financial Officer

32.0 STATUTORY AUDITORS

M/s. Walker Chandiok & Co. LLP Chartered Accountants (FRN: 001076N/N500013)Mumbai were re-appointed as the Statutory Auditors of the Company for a second term of 5(five) consecutive years at the 67th Annual General Meeting (AGM) of theMembers held on 22nd September 2020 i.e. until the conclusion of the 72ndAnnual General Meeting on such remuneration as mutually agreed upon by the Board ofDirectors and the Statutory Auditors.

33.0 STATUTORY AUDITOR'S REPORT

The Report of the Statutory Auditor forming part of the Annual Report does not containany qualification reservation adverse remark or disclaimer. The observations made in theAuditor's Report are self-explanatory and therefore do not call for any furthercomments/explanations.

34.0 SECRETARIAL AUDITOR & ITS REPORT

Pursuant to the provisions of Section 204 of the Companies Act 201 3 and the rulesmade thereunder the Board of Directors had appointed M/s. N. L. Bhatia & Associates(Unique Identification Number: P1996MH055800) a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for FY 2020-21.

The Secretarial Audit Report is annexed herewith as Annexure - V. There are noqualifications in the said Report and therefore no explanations are provided in thisReport.

35.0 COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act 2013 the Board ofDirectors on the recommendation of the Audit Committee had appointed M/s. Kishore Bhatia& Associates Cost Accountants Mumbai as the Cost Auditor of the Company for FY2020-21.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

a) Name of the Cost Auditor: M/s. Kishore Bhatia & Associates

b) Address: 701/702 D-Wing Neelkanth

Business Park Nathani Road

Vidhyavihar (West)

Mumbai - 400 086

Maharashtra India.

c) Membership No.: 31166

d) Firm Registration No.: 00294

e) Due date of submitting Cost Audit Report for FY 2019-20 by the Cost Auditor with theCompany: Within 180 days from the end of the financial year (by 30th September2020)

f) Actual Date of filing of Cost Audit Report for FY 2019-20 with the CentralGovernment: 04th September 2020

The Company has appointed M/s. Kishore Bhatia & Associates Cost AccountantsMumbai (Firm Registration No. 00294) as the Cost Auditors for the financial year 2021-22as well. M/s. Kishore Bhatia & Associates have under Rule 6(1A) of Companies (CostRecords and Audit) Rules 2014 furnished a certificate of their eligibility and consentfor the said appointment. As required under the Companies Act 2013 the remunerationpayable to the Cost Auditor for FY 2021-22 is being placed before the Members at theensuing Annual General Meeting for ratification.

The cost records of the Company as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013 are duly prepared &maintained by the Company.

36.0 VIGIL MECHANISM & WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of the SEBI (LODR)Regulations 201 5 the Company has framed a policy on Vigil Mechanism - cum - WhistleBlower which enables any Director Employee & Stakeholder of the Company to reporttheir genuine concerns/instances of any unethical/improper activity directly to theChairman of the Audit Committee as a Protected Disclosure. The policy also providesadequate safeguards against victimization of persons who may use such mechanism.

The detailed policy is also posted on the Company's Intranet Portal SANVAD and alsoonto its website at the following weblink: https://www.adorwelding.com/images/pdf/corporate_policies/Mechanism-For-Whistle- Blower-For-Stakeholders11.pdf &https://www.adorwelding.com/images/pdf/corporate_ policies/Whistle-Blower-for-Employees--Directors2019.pdf

37.0 POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has "zero tolerance" for sexual harassment at workplace and hascomplied with the provisions relating to the constitution of Internal Complaints Committee(ICC) under "The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013" as amended from time to time which looks into the complaintsreceived if any. All women associates (permanent temporary contractual and trainees) aswell as any women visiting the Company's office/factory premises and women serviceproviders are covered under this Policy. AWL is committed to creating a safe and healthywork environment where every employee is treated with respect and is able to work withoutany fear of discrimination prejudice gender bias or any form of harassment atworkplace.

Further there were no complaints received by the Committee during the financial year2020-21. The Company has also adopted a policy under the said Act which is placed on itsinternal portal as well as on the website of the Company which can be viewed at thefollowing weblink: https://www.adorwelding.

com/images/pdf/corporate_policies/POSH- Prevention-Redressal-of-Sexual-Harassment.pdf

38.0 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to Sections 124 and 125 of the Companies Act 2013 read with the Investor

Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") as amended from time to time dividends if not claimedwithin/for a period of 7 years from the date of transfer to Unpaid Dividend Account of theCompany are liable to be transferred to the Investor Education and Protection Fund("IEPF"). Furthermore the IEPF Rules mandate the Companies to transfer sharesof the members whose dividends remain unpaid/unclaimed for a period of 7 consecutiveyears to the demat account of the IEPF Authority. The said requirement does not apply toshares in respect of which there is specific order of the Court Tribunal or StatutoryAuthority restraining any transfer of shares.

In light of the aforesaid provisions the Company has during the year transferred toIEPF the unclaimed dividend of Rs.1888188/- pertaining to FY 2012-13. Further 12437shares of the Company in respect of which dividends were not claimed for 7 consecutiveyears or more have also been transferred to the demat account of the IEPF Authority. Thedetails of the transfer of unclaimed dividend to the Investor Education and ProtectionFund ("IEPF") are provided in detail in the Corporate Governance Report annexedas Annexure III to this report.

The Members may claim dividends and/or shares from the IEPF Authority by submittingan online application in the prescribed electronic Form No. IEPF-5 available on thewebsite www.iepf.gov.in and subsequently send a physical copy of the e-form alongwith its acknowledgement duly signed to the Company along with the requisite documentsenumerated in the said e-form No. IEPF-5. No claims shall lie against the Company inrespect of the dividend /shares so transferred. Members may also kindly refer to theRefund Procedure for claiming the aforementioned amounts & shares transferred to theIEPF Authority as detailed/given on www.iepf.gov.in.

Whilst the Company has already written to the Members informing them about the duedate for transfer of shares to IEPF the attention of the shareholders is once again drawnto this matter through the Annual Report. The data on unpaid/unclaimed dividend and shares

is also available on the Company's website at www.adorwelding.com. Investors who havenot yet encashed their unclaimed/unpaid dividend amounts are requested to correspond withthe Company's Registrar and Share Transfer Agents at the earliest.

39.0 EMPLOYEES

At AWL employee well-being is of utmost importance. The Company has a structuredinduction process at all its locations and undertakes training programs to upgradeskills/knowledge of its employees. Objective appraisal systems based on key result areas(KRAs) are in place for its employees. AWL believes in harnessing the potential of theemployees by providing them adequate training opportunities and inclusive work culturein order to achieve Company's goal in line with the overall employee development. Theindustrial relations at all the Plants and Offices of the Company continue to remainharmonious cordial and peaceful.

Disclosure 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 is annexed to this Report as Annexure VI.

Statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Act read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in the Annexure forming part of this report. In terms of provisoto Section 136(1) of the Act the Report and Accounts are being sent to the shareholdersexcluding the aforesaid Annexure. The said Statement is also open for e-inspection 21days before and up to the date of the ensuing 68th Annual General Meetingduring business hours on working days. Any Member interested in obtaining a copy of thesame may write to the Company Secretary. None of the employees listed in the saidAnnexure are related to any of the Directors of the Company or to each other. None of theemployees hold (by himself/herself or along with his/her spouse and dependent children)more than two percent of the Equity Shares of the Company.

The on-roll manpower strength of the Company as at the date of this Report is 524.

40.0 MATERIAL CHANGES & COMMITMENTS

There were no material changes affecting the financial position of the Companysubsequent to the close of the financial year 2020-21 till 28th May 2021 i.e.the date of this report.

41.0 INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY

The Board has adopted policies & procedures of governance for orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention & detection of frauds and errors accuracy & completeness ofthe accounting records and timely preparation of reliable financial disclosures. AWL hasan effective internal control system which is constantly assessed and strengthened. TheCompany's financial internal control systems are commensurate with the nature of itsbusiness the size and complexity of its operations.

The Internal Auditor reports to the Audit Committee. The Audit committee defines thescope and authority of the Internal Auditor. The Internal Auditor monitors and evaluatesthe efficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of Internal Auditor process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand the corresponding corrective actions are presented to the Audit Committee.

42.0 REPORTING OF FRAUDS

There were no instances of fraud during the financial year 2020-21 which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed thereunder.

43.0 PREVENTION OF INSIDER TRADING CODE

Your Company has adopted the revised Code of Conduct for Prevention of Insider Trading(PIT) with respect to the Securities of the Company in accordance with the Securities andExchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations 2018.The Code of Conduct for Prevention of Insider Trading & Code of Corporate DisclosurePractices is also uploaded on the website of the Company at the following weblink: https://www.adorwelding.com/images/pdf/corporate_policies/PIT-Policv-Schedule-B-SEBI- PIT-2018.pdf

All the Directors employees and third parties such as auditors consultants etc. whocould have access to the Unpublished Price Sensitive Information (UPSI) of the Company aregoverned by this code. The objective of the PIT Code is to protect the interest ofshareholders at large to prevent misuse of any unpublished price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDesignated Persons and their immediate relatives. The trading window is closed during thetime of declaration of results and occurrence of any material events as per the Code. TheCompany Secretary & Compliance Officer is responsible for setting forth proceduresand implementation of the Code for trading in the Company's securities.

44.0 ENVIRONMENT & HEALTH

Your Company is conscious of the importance of environmentally clean and safeoperations. AWL has undertaken various initiatives which contribute towards sustainabledevelopment. Your Company strives to operate after taking into consideration variousenvironmental social and governance initiatives/guidelines/laws in order to achievemaximum output by optimum utilization of available resources in environment friendlymanner/ways.

45.0 LISTING FEES

The Company affirms that the annual listing fees for the financial year 2021-22 havebeen paid to both National Stock Exchange of India Limited (NSE) and BSE Ltd. (BombayStock Exchange).

The Company has also paid its annual custodial fees to National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL).

46.0 IMPACT OF NOVEL CORONA VIRUS/COVID-19 PANDEMIC

Due to the unprecedented situation owing to the spread of COVID-19 across the globenot only our domestic billing but even Exports were affected till the month of June 2020.The imposition of strict lockdown restrictions were gradually lifted by the Governmentfrom May end/June 2020 onwards. Our factories as well as Sales offices and Head Officestarted operating gradually in a phased manner with limited manpower as per theGovernment & local administration's guidelines.

The annual performance of our Company was affected by the said Pandemic &subsequent lockdowns. The immediate objective of the Company is to continue to befinancially stable as well as protect the interest of all its stakeholders. The Companyalong with its dedicated employees is determined to sail through this tough time and worktowards a bright & sustainable future.

47.0 ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation for theinvaluable contribution and spirit of dedication shown by the employees including thesupport staff at all levels during FY 2020-21. The Directors also express their deepgratitude for the business assistance co-operation and support extended to your Companyby its Customers Distributors Dealers Suppliers Service Providers Bankers variousGovernment Organizations/Agencies & the Shareholders and look forward to theircontinued support and co-operation in the future as well.

For and on behalf of the Board
Ninotchka Malkani Nagpal
Place: Mumbai Executive Chairman
Date: 28th May 2021 (DIN: 00031985)

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