Diffuser Drive for Sugar Mill with capacity Upto 4500 kNm torque

Dear Members

Your Directors have pleasure in presenting this 59th Annual Report together with theAudited Financial Statements for the financial year ended on March 31 2019.

You being our valued partners in the Company we share our vision of growth with you.Our guiding principles are a blend of realism and optimism which has been and will be theguiding force of all our future endeavors.

Performance of the Company

Standalone Financial Performance

For the year ended on March 31 2019 the Company has achieved a Turnover of Rs.95374.56 Lakhs as against Rs. 91953.72 Lakhs in the previous year.

For the year ended on March 31 2019 the Company has achieved Earnings Before Interest(Finance Cost) Depreciation & Amortization and Tax (EBIDTA) of Rs. 11177.26 Lakhs asagainst the EBIDTA of Rs. 10936.61 Lakhs during the previous year.

The Net Profit of the Company for the financial year 2018-19 was Rs. 1207.29 Lakhscompared to Rs. 808.37 Lakhs during the previous year.

The Company holds total unexecuted orders about Rs. 112038.93 Lakhs (Rs. 71698.26Lakhs for Gear Division and Rs. 40340.67 Lakhs of MHE Division) as on March 31 2019. Thiswill help us to continue to have sustainable growth in coming years.

Consolidated Operations

The Audited Consolidated Financial Statements of your Company as on March 31 2019which forms part of the Annual Report have been prepared pursuant to the provisions ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and also as perthe applicable Indian Accounting Standards (Ind AS) on Consolidated Financial Statements(Ind AS-110) as notified by the Ministry of Corporate Affairs.

Your Company's total consolidated turnover for the year ended on March 31 2019 was Rs.122312.87 Lakhs as against Rs. 118850.06 Lakhs for previous year.

For the year ended on March 31 2019 the Company has achieved Earnings Before Interest(Finance )

Cost) Depreciation & Amortization and Tax (EBIDTA) of Rs. 20526.29 Lakhs asagainst the EBIDTA of Rs. 13017.88 Lakhs during the previous year.

The Consolidated Net Profit of the Company for the year 2018-19 after othercomprehensive income and share of profit/loss of associates was Rs. 6625.04 Lakhscompared to Rs. 478.08 Lakhs during the previous year.

During the year under review your Company's consolidated Net Worth is Rs. 76806.44Lakhs as against Rs. 70887.19 Lakhs for previous year.

Dividend

Your Directors have recommended dividend of 10 % i.e. Rs. 0.20/- per share on112199965 equity shares of Rs. 2/- each for the financial year ended on March 31 2019(previous year Rs. 0.20/- per share on 112199965 equity shares of Rs. 2/- each).

The said dividend if approved by the shareholders would involve a cash outflow of Rs.270.53 Lakhs including dividend distribution tax of Rs. 46.13 Lakhs against Rs. 270.53Lakhs including dividend distribution tax of Rs. 46.13 Lakhs in the previous year.

During the year the unclaimed dividend pertaining to the financial year 2010-11 hasbeen transferred to the Investor Education & Protection Fund.

Transfer to Reserves

During the year under review the Company has transferred Rs. 2500.00 lakhs to theDebenture Redemption Reserve and proposes to retain balance in the profit and lossaccount.

Share Capital

The paid up Equity Share Capital as on March 31 2019 was Rs. 2244.00 Lakhs. Duringthe year under review the Company has not issued any shares with differential votingrights nor granted stock options nor sweat equity.

Directors' shareholding in the Company as on March 31 2019 is given in extract ofAnnual Return.

Issue of Debentures:

During the year under review the Company has issued and allotted 12.25% Senior SecuredRated Listed Redeemable Non-Convertible Debentures (‘NCDs') of face value of Rs. 10lakhs aggregating to Rs. 100 crores in two series as an initial and first tranche from theapproval received from the Board of Directors of the Company of Rs. 150 crores on PrivatePlacement basis. The said NCDs are listed at BSE Limited.

Finance

Cash and Cash Equivalent as at March 31 2019 was Rs. 352.75 Lakhs. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

Fixed Deposits

The Company has not accepted any fixed deposits from the public falling within theambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014. There are no unpaid/unclaimed deposits as on March 31 2019.

Particulars of Loans Guarantees or Investments

The details of Loans given Guarantees and Securities provided and Investments made bythe Company in compliance with the provisions of Section 186 of the Companies Act 2013are given in the notes to the Financial Statements.

Directors & Key Managerial Personnel (KMPs)

Director Retire by Rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri P.M. Patel Director retires by rotation at theforthcoming Annual General Meeting of the Company and being eligible offers himself forreappointment.

The Board recommends his appointment for your approval.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

Meetings

During the year eight Board Meetings five Audit Committee Meetings four StakeholdersRelationship Committee Meetings three Nomination and Remuneration Committee Meetings oneCorporate Social Responsibility Committee Meeting two Management Committee Meetings andone Separate Meeting of Independent Directors were held. During the year some of theresolutions were also passed by way of Circular Resolutions. The details of which aregiven in the Corporate Governance Report. The intervening gaps between the Board Meetingswere within the period prescribed under the Companies Act 2013.

During the year one Extra-ordinary General Meeting was convened on March 30 2019 forpassing the Special Business.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions ofCompanies Act 2013 and SEBI (LODR) Regulations 2015 and their meetings are given in theCorporate Governance Report which forms part of this report.

Independent Directors

The Independent Directors met on May 4 2018 without the attendance of Non-IndependentDirectors and Members of the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and Board as a whole and assessed the qualityquantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.

In last Annual General Meeting held on September 26 2018; Shri Jal R. Patel (DIN00065021) was reappointed as an Independent Director of the Company for a second term ofthree years with effect from April 1 2019. During the year Shri Chirayu Amin(DIN00242549) and Shri Jai Diwanji (DIN 000910410) were re-appointed as IndependentDirectors for second term of five years commencing from April 1 2019 at theExtra-ordinary General Meeting held on March 30 2019.

Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI (LODR) Regulations 2015 the Company hasput in place a Familiarization Programme for Independent Directors to familiarize themwith the working of the Company their roles rights and responsibilities vis--vis theCompany the industry in which the Company operates business model etc. alongwithupdating on various amendments in the SEBI (LODR) Regulations 2018. The policy onFamiliarization Programme is uploaded on the website of the Company and can be accessedthrough web link https://www.elecon.com/views/templates/admin-uploads/Investors/Policies/Details-of-Familiarization-Programmes-for-IDs.pdf.

The Company has conducted the familiarization programme for Independent Directors ofthe Company details for the same have been disclosed on the Company's websitehttps://www.elecon. com/investors/corporate-information.

Remuneration Policy

The Board has framed a policy for selection and appointment of Directors KeyManagerial Personnel and Senior Management and their remuneration. The remuneration policyis stated in the Corporate Governance Report forming part of this Annual Report. TheNomination & Remuneration Policy is appended as "Annexure A" to thisBoard's Report.

Disclosures by Directors

None of the Directors of your Company is disqualified as per provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures to thiseffect as required under Companies Act 2013.

Change in Key Managerial Personnel

During the year under review Shri Hiren Dalwadi was appointed as a Compliance Officerof the Company w.e.f. March 28 2018 and he resigned as Compliance Officer of the Companyw.e.f. July 10 2018. Smt. Bharti Isarani was appointed as a Company Secretary ComplianceOfficer and Key Managerial Personnel of the Company w.e.f. July 11 2018.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act

2013 with respect to the Directors' Responsibility Statement the Board of Directorshereby confirm that:

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

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

(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 and 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 and were operatingeffectively; and

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

Related Party Transactions

All contracts or arrangements with related parties entered during the financial yearwere at arm's length basis and in the ordinary course of the Company's business. All suchcontracts or arrangements were entered into only with prior approval of Audit Committee.No material contract or arrangements with related parties were entered into during theyear under review. Therefore there is no requirement to report any transaction in FormNo. AOC-2 in terms of Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website at https://www.elecon.com/views/templates/admin-uploads/Investors/Policies/Elecon-Related-Party-Transactions-Policy-2017.pdf. Noneof the Directors or any Key Managerial Personnel has any pecuniary relationships ortransactions vis--vis the Company.

Auditors

Statutory Auditors

M/s. B S R & Co. LLP Chartered Accountants appointed as a Statutory Auditors ofthe Company for a period of 5 (five) years i.e. from the conclusion of 56th Annual GeneralMeeting for the financial year 2016-17 until the conclusion of Annual General Meeting forthe financial year 2020-21. Referring to the amendments in the provisions of Section 139of the Companies Act 2013 the requirement relating to ratification of their appointmentby members at the Annual General Meeting has been done away.

However the Board has taken note and M/s. B S R & Co. LLP Chartered Accountantshave confirmed their eligibility under Section 141 of the Companies Act 2013 and theRules framed thereunder for appointment as Statutory Auditors of the Company. As requiredunder SEBI (LODR) Regulations 2015 the Auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the Cost Audit records maintained by the Company inrespect of its manufacturing activity are required to be audited. Your Directors had onthe recommendation of the Audit Committee appointed M/s. Y.S. Thakar & Co. CostAuditors to audit the cost accounts of the Company for the year ended on March 31 2020 ona remuneration of Rs. 75000/- p.a. plus Government levies/Taxes as appilicable and out ofpocket expenses at actual. As required under the Companies Act 2013 the remunerationpayable to the cost auditors is required to be placed before the Members in a GeneralMeeting for their ratification. Accordingly a Resolution seeking Member's ratificationfor the remuneration payable to M/s. Y.S. Thakar & Co. Cost Auditors is included inthe Notice convening the 59th Annual General Meeting. The Cost Audit Report for the year2017-18 was filed with the Ministry of Corporate Affairs before the due date of filing.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Ashwin Shah a Company Secretary in Practice to undertake the SecretarialAudit of the Company.

The Report on the Secretarial Audit carried out by him during the year 2018-19 isannexed herewith as "Annexure B".

Subsidiary Joint Venture & Associate Companies

As on March 31 2019 the Company has 12 Direct and Indirect Subsidiary Companies.

During the year under review no new Company has been incorporated / acquired asSubsidiary Joint Venture or Associate Company. Pursuant to the provisions of Sections129 134 and 136 of the Companies Act 2013 read with rules framed there under and SEBI(LODR) Regulations 2015 your Company had prepared Consolidated Financial Statements ofthe Company and its Subsidiaries and a separate statement containing salient features offinancial statement of Subsidiaries/Associates forms part of the Annual Report. The AnnualFinancial Statements and related information of the Subsidiary Companies shall be madeavailable for inspection by the shareholders of the Holding and Subsidiary Companies onall working days during business hours for a period of 21 days before the date of theAnnual General Meeting and the same will also be placed on the website of your Company.Any member who is interested in obtaining the Audited Financial Statements of theSubsidiary Companies may obtain the same by writing to the Company.

Financial Performance – Subsidiary Companies

Elecon Transmission International Limited (Mauritius – consolidation)

Total Income of the Benzlers Radicon Group has marginally reduced by 2% to GBP 32.51Million in current year compared to 31.87 Million in previous year. However EBIDTAexcluding other income to GBP 4.42 Million in current year compared to GBP 0.69 Million inprevious year. The Company has made a Profit Before Tax for GBP 3.06 Million in CurrentYear compared to Loss Before Tax for GBP 1.09 Million in previous year. The Company hasachieved the profitability by cost rationalization coupled with change in strategy ofoptimization.

Benzlers group (Nordic and Europe)

Benzlers Group has witnessed a decrease in Sales Revenue by 11% to GBP 14.31 Million incurrent year compared to GBP 15.95 Million in previous year. However the Company hasmaintained its EBIDTA Margin to GBP 1.77 Million in current year compared to GBP 1.76Million in previous year. Profit before tax and exceptional income has increased by 13% toGBP 1.43 Million compared to 1.26 Million in previous year. The Company has earned anexceptional income for GBP 1.98 Million during the current year. The Company has achievedthe profitability by cost rationalization coupled with change in strategy of optimization.

Radicon Transmission UK Limited

Radicon UK has been continually showing improvement in its overall operations. TheSales Revenue has increased by 11% to GBP 12.44 Million in current year compared to GBP11.18 Million in previous year. EBIDTA Margin has jumped by 97% to GBP 1.52 Millioncompared to GBP 0.77 Million in previous year. Profit before Tax has jumped by 262% to GBP1.05 Million in current year compared to 0.29 Million in previous year. The Company hasachieved the profitability by cost rationalization coupled with change in strategy ofoptimization. Domestic Market in UK Market is facing cautious move in capital investmentdue to uncertainty of Brexit outcome.

Radicon Drive Systems Inc. (Radicon USA)

Radicon-USA has witnessed a decrease in Sales Revenue by 31% to GBP 5.21 Million incurrent year compared to GBP 7.55 Million in previous year. However Loss during the yearhas substantially reduced to GBP 1.31 Million in current year compared to 2.11 Million inprevious year.

Elecon Singapore Pte. Limited

Elecon Singapore Pte. Ltd. Singapore is a Wholly-Owned Subsidiary of the Company. Itis a marketing arm of your Company and engages in the business of selling and supply ofyour Company's products in Singapore Indonesia Malaysia Laos Vietnam PhilippinesTaiwan South Korea North Korea Cambodia Russia China Japan Myanmar ThailandMongolia and other Far East countries.

During the year under consideration revenue of Elecon Singapore Pte. Ltd. hasincreased from USD 1.72 million FY 2017-18 to USD 2.20 million FY 2018-19. AccordinglyEBITDA has increased from (0.18) million FY 2017-18 to USD 0.08 million FY 2018-19.

Elecon Middle East FZE Dubai

Elecon Middle East FZE Dubai is a Wholly-Owned Subsidiary of the Company. It is amarketing arm of your Company and engages in the business of selling and supply of yourCompany's products in U.A.E. (Abu Dhabi Dubai Sharjah Ajman Umma Al Quwain Ras AlKhaimah) Saudi Arabia Oman Yemen Jordan Kuwait Iran Iraq Syria Turkey BahrinQatar Afghanistan Palestine Algeria Comoros Djibouti Lebanon and other Middle EastCountries.

During the year total revenue of Elecon Middle East FZE has dropped by 3.04 % fromAED 6.80 million FY 2017-18 to AED 6.59 million FY 2018-19. Resulting drop in EBITDA by89.8 % from AED 1.55 million FY 2017-18 to AED 0.16 million FY 2018-19.

Financial Performance - Associate

Eimco Elecon (India) Limited (EEIL)

Eimco Elecon (India) Ltd. (EEIL) a listed Company was promoted by Elecon EngineeringCompany Ltd. and Envirotech Corporation USA in 1974. In 1989 Tamrock OY a FinnishCorporate Giant acquired stake held by Envirotech Corporation USA in EEIL. In 1997Sandvik AB a Swedish company has acquired major shares of Tamrock OY thereby taken itscontrolling interest. At present Sandvik Group holds 25.10% shares in EEIL.

EEIL is engaged in the business of manufacturing of a wide range of underground miningmachinery viz. Air Powered Rocker Shovels Electro Hydraulic Side Dump Loaders andElectro-hydraulic and Air powered Load Haul Dumpers used as loading machines in both theunderground Coal mines and Metalliferous mines. EEIL is the market leader in theunderground mining machinery business.

During the year EEIL has achieved a Turnover of Rs. 18473.48 Lakhs as against Rs.14216.55 Lakhs in the previous year. For the year ended on March 31 2019 EEIL hasachieved Earnings Before Interest (Finance Cost) Depreciation & Amortization and Tax(EBIDTA) including other income of Rs. 3596.01 Lakhs as against the EBIDTA of Rs. 2496.76Lakhs during the previous year.

Amalgamation of Elecon Transmission International Limited (ETIL) Mauritius

A Scheme of Amalgamation (‘the Scheme') between the Company and its wholly ownedsubsidiary Elecon Transmission International Limited Mauritius (‘ETIL') has beenapproved on November 1 2018 and October 31 2018 by the Board of Directors of the Companyand ETIL respectively. The Appointed Date of the Scheme is April 1 2019 and the Companyhas filed the Scheme with various regulatory authorities including the stock exchanges.The Scheme was heard by the NCLT Ahmedabad on April 29 2019 and the order is reserved byNCLT Ahmedabad. Post receipt of order from the NCLT Ahmedabad the Scheme shall beapproved by the regulatory authorities in Mauritius.

Vigil Mechanism / Whistle Blower Policy

The Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors andEmployees to report their concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct. The Mechanism provides for adequate safeguardsagainst victimization of Director(s) and Employee(s) who avail the mechanism.

The Vigil Mechanism/Whistle Blower Policy is available on Company's website athttps://www. elecon.com/views/templates/admin-uploads/Investors/whistle-blower-policy/Elecon-Whistle-Blower-Policy-2017.pdf.

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations 2015separate reports on Management Discussion & Analysis and Corporate Governance togetherwith a certificate from the Practicing Company Secretary form part of this Report.

Your Company is committed to maintain the highest standards of Corporate Governancereinforcing the valuable relationship between the Company and its Stakeholders.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the provisions of Section 135 of the Companies Act 2013 and Rulesframed thereunder your Company has adopted a policy for CSR and the Board has constituteda Committee for implementing the CSR activities. Composition of the Committee and otherdetails are provided in Corporate Governance Report.

The Company has implemented various CSR projects directly and / or through implementingagency and the projects undertaken by the Company are in accordance with Schedule VII ofthe Companies Act 2013. The report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is given in "Annexure C"forming part of this report.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success.The Company believes that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender which will help the Company to retain itscompetitive advantage. The Board has adopted the Board Diversity Policy which sets out theapproach to diversity of the Board of Directors. The policy is available on our website athttps:// www.elecon.com/views/templates/admin-uploads/Investors/Policies/Board-Diversity.pdf.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.

Material Changes and Commitments

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year and the date ofthis report.

Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee Board and/or Central Government underSection 143(12) of the Companies Act 2013 and Rules framed thereunder.

Risk Management

Although it is not mandatory for the Company the Board of the Company has constituteda Risk Management Committee to frame implement and monitor the risk management plan forthe Company. The said committee is responsible for reviewing the risk management plan andensuring its effectiveness. The Audit Committee has additional oversight in the areas offinancial risks and controls.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureD".

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is annexed to this Report as "AnnexureE" forming part of this Report.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. As requiredunder law an Internal Complaints Committee (ICC) has been constituted for reporting andconducting inquiry into the complaints made by the victim on the harassment at the workplace. During the year under review there were no complaints pertaining to sexualharassment.

The policy on Sexual Harassment at Workplace is placed on the Company's website athttps://www. elecon.com/views/templates/admin-uploads/Investors/Policies/Elecon-Sexual-Harassment-Policy.pdf.

Annual Return

In accordance with the Companies Act 2013 an extract of the annual return in theprescribed format is appended as "Annexure F" which forms an integral part ofthis Report and is also available on the Company's website at www.elecon.com.

Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

Insurance

The Company takes a very pragmatic approach towards insurance. Adequate cover has beentaken for all movable and immovable assets for various types of risks.

Industrial Relations/Personnel

Your Company is committed to upholding its excellent reputation in the field ofIndustrial relations. Through continuous efforts the Company invests and improvisesdevelopment programmes for its employees.

Acknowledgement

Your Directors are highly grateful for the unstinted guidance support and assistancereceived from the Government Financial Institutions and Banks. Your Directors arethankful to all valuable Stakeholders of the Company viz. shareholders customersdealers vendors suppliers and business associates for their faith trust and confidencereposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.

For and on behalf of Board of Directors

Prayasvin B. Patel

Chairman & Managing Director

DIN: 00037394

Place: Vallabh Vidyanagar

Date: May 7 2019