You are here » Home » Companies » Company Overview » Windsor Machines Ltd

Windsor Machines Ltd.

BSE: 522029 Sector: Engineering
NSE: WINDMACHIN ISIN Code: INE052A01021
BSE 00:00 | 20 Sep 28.40 -1.00
(-3.40%)
OPEN

28.30

HIGH

29.40

LOW

28.25

NSE 00:00 | 20 Sep 28.45 -0.90
(-3.07%)
OPEN

29.35

HIGH

29.60

LOW

28.15

OPEN 28.30
PREVIOUS CLOSE 29.40
VOLUME 11517
52-Week high 44.60
52-Week low 12.61
P/E 11.09
Mkt Cap.(Rs cr) 184
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.30
CLOSE 29.40
VOLUME 11517
52-Week high 44.60
52-Week low 12.61
P/E 11.09
Mkt Cap.(Rs cr) 184
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Windsor Machines Ltd. (WINDMACHIN) - Director Report

Company director report

Dear Members

Your Directors are present the 57th Annual Report on the business andoperations of the Company together with the audited financial statements for the financialyear ended March 312020.

1. PERFORMANCE OF THE COMPANY:

FINANCIAL HIGHLIGHTS 2019-20 2018-19
Revenue from Operations 24377.28 33138.76
Other Income 1205.69 1952.11
Total Income 25582.97 35090.87
Less: Total Expenses 24512.41 30598.16
Earnings Before Interest Tax and Depreciation 1070.56 4492.70
Less: Finance Cost 972.70 1162.48
Less: Depreciation 1356.36 1403.66
Profit/(Loss) before Tax(PBT) & Exceptional Items (1258.50) 1926.56
Exceptional Items (2569.94) (4251.51)
Profit/(Loss) before Tax(PBT) (3828.44) (2324.95)
Add/(Less): Current Tax (100.00) (1035.27)
Add/(Less): Deferred Tax (2551.78) 196.23
Profit/(Loss) after Tax(PAT) (1376.67) (3163.99)
Other Comprehensive Income 1.60 (85.94)
Total Comprehensive Income for the period (1375.06) (3249.93)
Add: Opening Balance in Retained Earnings/Profit & Loss 26380.70 30413.42
Total Profit 25005.64 27163.49
(a) Dividend on Equity shares paid during the year (related to previous year) (649.32) (649.32)
(b) Dividend Distribution Tax (133.47) (133.47)
(c) Transfer to General Reserve - -
Balance carried to Balance Sheet 24222.85 26380.70

1.2 Dividend :

In view of losses your Directors do not recommend payment of any dividend for the yearended March 31 2020.

2. OPERATIONS:

During the year under review your Company has sold 324 machines to achieve turnover of` 240.48 Crores as compared to 468 machines in the previous year with a turnover of `327.52 Crores. In view of the unexpected Pandemic businesses all over have been impactedseverely. We foresee the current year to be a period of "Survival andStabilization" and building a strong resilience to bounce back once the situationreturns to normalcy. We remain optimistic and committed to the growth of our business inthe coming years albeit at a slower pace in the interim period until the situation is backto normal. Further details are given in the Management Discussions and Analysis Reportwhich forms part of this report.

3. BUSINESS OUTLOOK:

Considering the opportunities threats and strengths of your Company managementexpects to not only retain but increase the market share through new product launchesexpanding its geographical coverage in more and more region(s). However in view of theimpact of Covid Pandemic which is still being ascertained the management is cautiouslyand closely monitoring the situation and taking all necessary steps to ensure that thebusiness growth is not impacted.

4. UPDATE REGARDING INTER-CORPORATE LOAN :

The company had given inter-corporate loans of ` 6706 Lakhs in earlier years. Thecompany has secured its exposure by creating equitable mortgage however interest accruedand past due amounting to ` 1031.27 lakhs for the year ended March 2020 has not been paidby the borrower. Board of Directors in its meeting dated July 31 2020 have approved tocreate provision for expected credit loss on total exposure. Accordingly the company hasestimated the realizable value of the securities based upon independent valuer's reportdated June 30 2020 using effective interest rate of the company for an estimatedrealization period of 1.5 years from the reporting date. The Expected credit lossallowance of ` 1856.62 lakhs has been provided during the year. Further Board has decidedto initiate action to recover the dues and also obtain valuation of securities fromanother valuer.

5. UPDATE ON CAPITAL ADVANCE AS TO DEVELOPMENT OF IMMOVABLE PROPERTY :

The company had given interest bearing capital advance of ` 3000 Lakhs in earlier yearin relation to development of its immovable property situated at Thane. However in view ofongoing commercial negotiation with respect to fulfilment of the terms of the contractmanagement feels that the Company may have to enter into a compromise arrangement and paycompensation to the contractor. As an abundant caution Board of Directors in its meetingdated July 31 2020 have approved to make provision of ` 300 Lakhs towards estimatedcompensation. In view of the uncertainty regarding outcome of the negotiation the Boardof Directors decided that the company shall not accrue interest for the financial yearended March 31 2020 amounting to ` 421.15 lakhs and also make provision for theoutstanding interest as on March 31 2019 amounting to ` 153.91 lakhs.

6. EFFECT OF COVID PANDEMIC OVER BUSINESS :

In March 2020 the World Health Organization declared COVID - 19 a global pandemic.Consequent to this the Government of India declared a nation - wide lockdown from March24 2020 which has impacted normal business operations of the company. The company hasassessed the impact of this pandemic on its business operations and has considered allrelevant internal and external information available up to the date of approval of theseFinancial Statements to determine the impact on the company's revenue from operations forforeseeable future and the recoverability and carrying value of certain assets such asproperty plant and equipment investments inventories and trade receivables. The Impactof Covid - 19 pandemic on the overall economic environment being uncertain may affect theunderlying assumptions and estimates used to prepare company's Financial Statements whichmay differ from that considered as on the date of approval of these Financial Statements.The Company has resumed its business activities and has taken steps to strengthen itsliquidity position. However the Company does not anticipate any challenges in its abilityto continue as a going concern or meeting its financial obligations. As the situation isunprecedented while the lockdown is gradually being lifted your company is closelymonitoring the situation as it evolves in the future.

7. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2020 was ` 12.98 crores (64931800equity shares of ` 2/- each).

98.72%of the Company's paid up equity share capital is in dematerialised form as onMarch 31 2020 and balance 1.28% is in physical form. Link Intime India Pvt. Ltd. isRegistrars and Share Transfer Agent of your Company.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed: i. that in the preparationof the annual accounts for the financial year ended March 31 2020 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; ii. that the Directors have selected such accounting policies andapplied them consistently and made judgments' and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for that year under review;

iii. that the Directors have 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;

iv. that the Directors have prepared the accounts for the financial year ending March31 2020 on "going concern basis"

v. that 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

vi. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure-A.

10. INSURANCE:

All the assets of your Company including buildings machineries fixtures other fixedassets stocks-raw materials WIP finished goods etc. have been adequately insured.

11. DEPOSITORY:

As the members are aware your Company's shares are tradable compulsorily in electronicform and your Company has established connectivity with both the depositories i.e.National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL). In view of the numerous advantages offered by the Depository system members arerequested to avail of the facility of dematerialization of the Company's shares on eitherof the Depositories as aforesaid.

12. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the Pollution ControlRegulations in the state of Gujarat.

13. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchangeof India Limited. The Company is regular in payment of Annual Listing Fees. The Companyhas paid Listing fees up to the financial year 2020-21.

14. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL for providing facility ofe-voting to its shareholders. For the year 2019-20 your Company has availed services ofCDSL for providing facility of remote e-voting to its shareholders for casting their voteelectronically.

15. DIRECTORS:

At the 56th Annual General Meeting held on September 24 2019 members haveaccorded their consent/approval to the re-appointment of Mr. M. K. Arora (DIN 00031777)Mr. Shishir Dalal (DIN 00007008) and Ms. Mahua Roy Chowdhury (DIN 00151723) as theIndependent Directors of the Company for a second term of five consecutive yearseffective from the conclusion of 56th AGM up to the conclusion of 61st AGM of the Companyin the year 2024.

As per the section 152(6) of the Companies Act 2013 Mr. Jayant Thakur (DIN 00323801)Director of the Company is liable to retire by rotation and being eligible offers himselffor re-appointment at the ensuing Annual General Meeting.

After closure of the year Mr. P. C. Kundalia - Non-Executive Director has tendered hisresignation from the directorship of the Company w.e.f. June 16 2020. We take thisopportunity to thank Mr. P. C. Kundalia for his dedicated service and contribution madeduring his tenure as Director of the Company.

Mr. Manoj Lodha (DIN 07349179) has been appointed as an Additional Director of theCompany w.e.f July 31 2020. He will hold office till the date of ensuing Annual GeneralMeeting. Notice in writing under section 161 of the Companies Act 2013 & Rules framedthereunder has been received from a member of the Company proposing his candidature.

16. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel of your Company are Mr. T. S. Rajan Executive Director& CEO Ms. Priti Patel Company Secretary and Mr. Vatsal Parekh Chief FinancialOfficer.

17. AUDITORS:

A. STATUTORY AUDITORS:

M/s. Niraj D. Adatia & Associates (Firm Registration no.: 129486W) CharteredAccountants were appointed as Statutory Auditors of the Company at the 54th AGM held onSeptember 26 2017 till the conclusion of the 59th AGM subject to ratification of theirappointment by the shareholders of the Company at every AGM held thereafter. However videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhithe requirement of seeking ratification of appointment of Statutory Auditors by members ateach Annual General Meeting has been done away with. Accordingly no such item has beenconsidered in notice of the 57th AGM.

During the Audit Committee meeting held on July 31 2020 the statutory auditors haverequested for revision in their annual audit fees from the year 2020-21. However theAudit Committee has requested them to rethink over their proposal to increase audit feesand continue with the existing audit fees for the year 2020-21.

B. COST AUDITORS:

As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained during the year.

M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387) Cost Accountantswas appointed as the Cost Auditor to audit the cost accounts for the year 2019-20. Theshareholders at the 56th Annual General Meeting held on September 24 2019have ratified and approved ` 92000 ( Rupees Ninety Two Thousand Only) plus out of pocketexpenses to be paid as remuneration to the Cost Auditors for auditing the cost accountingrecords of the Company for the year ended March 31 2020.

After closure of the year considering the recommendation of the Audit Committee theBoard of Directors of your Company has re-appointed M/s. Ashish Bhavsar & Associates(Firm Registration No. 000387) Cost Accountants as the Cost Auditor to audit the costaccounts/records of your Company for the year 2020-21 with remuneration of ` 92000(Rupees Ninety Two Thousand only) plus applicable Service Tax and reimbursement of out ofpocket expenses at actual which is subject to ratify/approval by members at the ensuingAnnual General Meeting.

C. INTERNAL AUDITORS:

As per section 138 of the Companies Act 2013 & Rules framed thereunder and basedon recommendation of the Audit Committee of your Company the Board of Directors of yourCompany has Re-appointed M/s. Ernst & Young LLP (Firm Registration No. AAB-4343) asthe Internal Auditors of your company for the financial year 2020-21.

Report and progress of internal auditors have been reviewed and noted by the AuditCommittee during the year.

D. SECRETARIAL AUDITORS:

According to the Provision of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial) Rules 2004 the Board hasre-appointed M/s. Kashyap R. Mehta & Associates Practicing Company Secretaries (FirmRegistration No. S2011GJ166500) as secretarial auditor of the Company for the financialyear 2020-21.

The Board of Directors has appointed M/s. Kashyap R. Mehta & Associates PracticingCompany Secretaries (Firm Registration No. S2011GJ166500) as secretarial auditor of theCompany for the financial year 2019-20. The Secretarial Audit Report issued by M/s KashyapR. Mehta & Associates Secretarial Auditors of your Company for the financial year2019-20 is annexed with this Report as Annexure - B. There are no remark/ qualificationin the Secretarial Audit Report hence no explanation has been offered.

18. DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.No amount on account of principal or interest on deposits from public was outstanding ason March 31 2020.

19. SUBSIDIARY COMPANIES:

During the year equity shares (200000 equity shares of euro 1 each) of WintalMachines S.r.l. (Italy) held by Wintech B.V. (Netherlands) were transferred to WindsorMachines Limited and thereby Wintal Machines S.r.l. (Italy) has now become immediatewholly owned subsidiary (OWS) of Windsor Machines Limited w.e.f. June 5 2019.

Wintech B.V. (Netherlands) Wholly Owned Subsidiary of Windsor Machines Limited wasdissolved/liquidated with effect from June 26 2019.

During the year RCube Energy Storage Systems LLP in which the Company was holding 55%partnership interest was converted into Company under the name of RCube Energy StorageSystems Private Limited (RCube) w.e.f. June 27 2019. After the said conversion byvirtue of an Investment Agreement dated February 2 2018 between Windsor Machines Limited(the Company) and RCube (earlier known as RCube Energy Storage Systems LLP) the Companyhas acquired a right to appoint majority Directors on the Board of RCube and have acquirestake of 55% by agreeing to invest total amount of ` 16.50 Cr. Out of which the Companyhas invested

` 9.19 Cr. in RCube till March 31 2020.

However during the year the Board of Directors has reviewed the technical viabilityand developments/progress of RCube battery project and decided to restrict its investmentupto 9.19 Cr. only as on March 31 2020. Due to this decision stake of the Company hasbeen diluted from 55% to 44.69% as on March 31 2020. However by virtue of abovementioned Investment Agreement RCube is a subsidiary Company of Windsor Machines Limitedand its accounts have been consolidated with the accounts of the Company for the yearended on March 31 2020.

The information pursuant to first proviso to Section 129(3) and rule 5 of Companies(Accounts) Rules 2014 relating to the financial statement of subsidiaries/ associatecompanies/ joint ventures forms part of this report and is given by way of Annexure-C. TheCompany announces consolidated Financial Results on a quarterly and yearly basis.

Since Italy is amongst the most affected countries due to Covid-19 pandemic un-auditedaccounts/figures of Wintal Machines S.r.l. have been considered while consolidation offinancial statement of your Company. However the audit process for the accounts of WintalMachines S.r.l. will be completed as and when situation improves. The Company is expectingnot much of difference between the audited and un-audited figures/ accounts of WintalMachines S.r.l.

Due to Covid-19 crisis your company is duty bound to follow Govt. advisory/ SOP ofCOVID-19 and hence accounts of subsidiary companies for the financial year 2019-20 will beavailable on website at www.windsormachines.com pursuant to Section 136 of the CompaniesAct 2013.

20. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

The Company introduced the Employees Stock Option Scheme ("Windsor Stock OptionsPlan 2016") in accordance with Securities and Exchange Board of India (Share BasedEmployment Benefits) Regulations 2014. The scheme was approved by the members of theCompany at their general meeting held on September 29 2016. The scheme is announced forall eligible employees (as defined under the plan) who are in the permanent employment ofthe Company (including the managing / whole- time / executive director (s)). Total grantapproved by the Company is 3000000 options which are earmarked and to be granted thescheme over a period. Under the scheme 1500000 ESOPs were granted on August 13 2018.Out of which 750000 ESOPs granted at discount of 25% at ` 62/- per option and balance750000 Options at discount of 10% at ` 74.34/-.

As per the scheme the Compensation Committee has granted/ vested/exercised options asdetailed below: Details of Options Granted Exercised and Lapsed:

Particulars No. of Option Granted
2019 - 2020
Granted and Outstanding at the beginning of the year 1466900
Add: Granted during the year 0
Less: Exercised during the year 0
Less: Lapsed during the year 95205
Granted and Outstanding at the end of the year 1371695

Details of Options Vested Exercisable & Lapsed:

Particulars No. of Option Vested
2019 - 2020
Vested Exercisable and Outstanding at the beginning of the year 1466900
Add: Vested during the year 0
Less: Exercised during the year 0
Less: Lapsed during the year 95205
Vested Exercisable and Outstanding at the end of the year 1371695

Total Number of shares arising as a result of exercise of ESOPs: Each ESOPs carry OneEquity share of the Company of face value of ` 2/- each. Out of 30 lakhs ESOPs 15 lakhsESOPS were granted.

Money realized by exercise of options: No ESOPs are exercised during the year hence nomoney realized during the year.

Total Number of ESOPs in force: 30 Lakhs ESOPs are in force as on March 31 2020.

Employee wise details of options granted:

i.) Key Managerial Personnel

Name of Employee Number of options granted
Mr. T. S. Rajan
Executive Director & CEO 22190
Mr. Vatsal Parekh
Chief Financial Officer 13780
Ms. Priti Patel
Company Secretary 12080

ii.) Any other employee who receives a grant of options in any one year of optionsamounting to five percent or more of total options granted during that year: N.A.

iii.) Identified employees who were granted options during any one year equal to orexceeding one percent of the issued capital excluding outstanding warrants andconversions of the company at the time of grant: N.A.

iv.) Any material change to the scheme and whether such scheme is in compliance withthe SEBI (Share Based Employee Benefits) Regulations 2014: No Changes

21. ISSUE AND ALLOTMENT OF WARRANTS:

During the year 2017-18 the Company has issued 7214644 Warrants on Preferential Basis(convertible into equity shares of the Company) to persons other than Promoter &Promoter Group at an issue Price of ` 63.30/-each (consisting of ` 2/- towards face Value& ` 61.30/- as Premium) as approved by the shareholders at the Extra-Ordinary Generalmeeting held on December 12 2017. The Company has received 25% of the total issue priceaggregating to ` 115434304/ from the allottees and the Board of Directors at itsmeeting held on January 9 2018 allotted the aforesaid warrants to the allottees.

During the year the Warrant holders have failed to exercise their rights to acquireEquity Share underlying the said Warrants by July 8 2019 and as a result 7214644Warrants stands cancelled/lapsed and consideration of ` 115434304/- (25% of totalconsideration) received by the Company from the Warrant holders towards allotment of saidWarrants has been forfeited in accordance with the terms of the said Warrants and theprovisions of the SEBI ICDR Regulations 2018.

22. REMUNERATION POLICY:

The Board has framed Nomination and Remuneration policy for selection appointmentremoval evaluation of Directors Key Managerial Personnel Senior Management team and forrecommendation of their remuneration to the Board of Directors. The Remuneration Policyassures the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors Key Managerial Personnel and Senior Management officials toenhance the quality required to run the Company successfully. The Relationship ofremuneration to performance is clear and meets appropriate performance benchmarks. All theBoard Members and Senior Management personnel have affirmed time to time implementation ofthe said Remuneration policy. In compliance with Section 178 of the Companies Act 2013read with Rules framed thereunder and Regulation 19 read along with Schedule II Part D (A)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theNomination and Remuneration policy of the Company is annexed with this report as Annexure- D.

23. REMUNERATION RATIO OF THE DIRECTOR/KEY MANAGERIAL PERSONNEL:

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure- E attached with this report.

24. RELATED PARTY TRANSACTION:

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were related partytransactions in terms of Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All related party transactions that were entered intoduring the financial year were at an arm's length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. All RelatedParty Transactions are placed before the Audit Committee and the Board for approval. Formno. AOC-2 containing related party transactions is annexed herewith as Annexure - F.

The Related Party Transaction Policy as approved by the Board is uploaded on theCompany's website at www.windsormachines.com. None of the Directors has any pecuniaryrelationships or transactions vis--vis the Company.

25. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the extract of Annual return in Form MGT-9 isavailable at the website of the Company at www.windsormachines.com.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY & COMMITTEE:

In terms of section 135 and Schedule VII of the Companies Act 2013 and Rules framedthereunder the Board of Directors of your Company have constituted a CSR Committee. TheCommittee comprises of Board of Directors namely Mr. Shishir Dalal Mr. T. S. Rajan andMr. Jayant Thakur. CSR Committee of the Board has formulated CSR Policy which is approvedby the Board of Directors and uploaded on its website at www.windsormachines.com. TheCompany has contributed its CSR fund to Aadhar Foundation to utilized its CSR fund toprovide basic health and education to poor children and women. As per Rule 8 (1) ofCompanies (Corporate Social Responsibility Policy) Rules 2014 the Annual Report onCorporate Social Activities has been attached herewith as Annexure - H.

27. LOANS GUARANTEES INVESTMENT & SECURITIES PROVIDED:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

28. CORPORATE GOVERNANCE:

Pursuant to Chapter IV read along with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges Corporate GovernanceReport and Auditors' Certificate regarding compliance of conditions of CorporateGovernance are annexed herewith this Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 Management Discussion and Analysis formpart of this Annual Report.

30. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors has been reconstituted on July 31 2020.The members of the committee are Mr. Shishir Dalal Mr. M. K. Arora Ms. Mahua RoyChowdhury and Mr. Manoj Lodha.

Other details with regard to Audit Committee like Term of Reference composition andattendance at meeting are provided in the Corporate Governance Report annexed with thisreport.

31. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Independent Non-ExecutiveDirectors. The members of the Committee are Mr. Shishir Dalal Mr. M. K. Arora and Ms.Mahua Roy Chowdhury.

Other details with regard to Nomination and Remuneration Committee like Term ofReference composition and attendance at meeting are provided in the Corporate GovernanceReport annexed with this report.

32. BOARD EVALUATION:

Pursuant to the provisions of companies Act 2013 and Regulation 4 (2) (f) (ii) (9) 17(10) read along with Schedule II Part D (A) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 & Guidance Note on Board Evaluation issuedby SEBI on January 5 2017 the Board has carried out annual performance evaluation of (a)Its own performance (b) Executive Director (c) Independent Directors (d) Non-executiveDirectors etc. based on the Nomination Remuneration & Evaluation Policy of theCompany. The Board approved the evaluation results/minutes.

33. TRAINING OF INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarise with your Company's procedures and practices.Periodic presentations are made at the Board Meetings and the Board Committee Meetings onbusiness and performance updates of your Company global business environment businessstrategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncementsencompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program tofamiliarize the new inductees with the strategy operations and functions of your Company.The Executive Directors / Senior Management

Personnel make presentations to the inductees about your Company's strategyoperations products markets finance human resources technology quality facilitiesand risk management.

Further at the time of appointment of an Independent Director your Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a Director. The format of letter of appointment is available on the website of yourCompany.

34. MEETING OF BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS:

During the year FOUR (4) Board Meetings and ONE (1) Independent Directors' Meeting wereheld. The Details of which are given in Corporate Governance Report. The provisions ofCompanies Act 2013 read with Rules framed thereunder and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 were adhered to while considering the time gapbetween two meetings.

35. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013& Regulation 22 of the SEBI (listing Obligations and Disclosure Requirements)Regulations 2015 a Vigil Mechanism for Directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at www.windsormachines.com. The Audit Committee has reviewed the working ofVigil Mechanism form time to time.

36. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee consists of three Directors. The members ofthe Committee are Mr. T. S. Rajan Mr. P. C. Kundalia (upto June 15 2020) & Mr. M. K.Arora. After closure of the year Mr. P. C. Kundalia ceased to be Director and Member ofthe Committee w.e.f. June 16 2020. The Stakeholders' Relationship Committee wasreconstituted and Mr. Jayant Thakur was appointed as a Chairman/Member of the Committeew.e.f. June 30 2020.

Other details with regard to Stakeholders' Relationship Committee like Term ofReference composition and attendance at meeting are provided in the Corporate GovernanceReport.

37. RISKS MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedperiodically by assessing the threats and opportunities that will impact the objectivesset for the Company as a whole. The Policy is designed to provide the categorization ofrisk into threat and its cause impact treatment and control measures. As a part of theRisk Management policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

38. CODE OF CONDUCT FOR DIRECTORS /MANAGEMENT PERSONNEL:

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. A copy of the Code of Conduct has been uploaded on yourcompany's website www.windsormachines.com. The Code has been circulated to Directors andSenior Management Personnel and its compliance is affirmed by them regularly on annualbasis. A declaration signed by your Company Executive Director & CEO is published inthis report.

39. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

40. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration 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(Listing Obligations and Disclosure Requirements) Regulations 2015.

41. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Operations of your Company in future.

42. SEXUAL HARASSMENT AT WORK PLACE:

The Company has adopted zero tolerance for sexual harassment at workplace and hasformulated 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 framed thereunder forprevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of InternalCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. No complaint was lodged with the Committee for the year 2019-20.

43. INDUSTRIAL RELATIONS:

During the year under review industrial relations remained harmonious at all ouroffices and establishments.

44. GREEN INITIATIVES:

Every year Electronic copies of the Annual Report and the Notice of AGM are used tosend to all members whose email address are registered with the Company/DepositoryParticipant (s). For Members who have not registered their email addresses are requestedto contact Company's Registrar and Share Transfer Agent Link Intime India Private Limitedor the Company Secretary of the Company for obtaining the copy of Annual Report by Email.

However due to COVID-19 Crisis requirements of sending physical copies of AnnualReport to shareholders has been dispensed with for listed Companies by SEBI vide aCircular dated May 12 2020 hence for the year 2019-20 Electronic copies of Annual Reportfor the year 2019-20 and Notices of 57th AGM will be sent to shareholders.

45. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of whole hearted supportreceived from all stakeholders customers suppliers collaborators overseas colleaguesand the various departments of Central and State Governments financial institutions andbanker(s) of the Company. The Directors also wish to place on record their sense ofappreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors
T. S. Rajan Shishir Dalal
Executive Director & CEO Director
DIN : 05217297 DIN : 00007008

Place : Mumbai

Date : July 31 2020

.