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Windsor Machines Ltd.

BSE: 522029 Sector: Engineering
NSE: WINDMACHIN ISIN Code: INE052A01021
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OPEN 51.95
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VOLUME 52332
52-Week high 54.00
52-Week low 25.75
P/E 19.84
Mkt Cap.(Rs cr) 323
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 51.95
CLOSE 50.35
VOLUME 52332
52-Week high 54.00
52-Week low 25.75
P/E 19.84
Mkt Cap.(Rs cr) 323
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

<dhhead>DIRECTORS’ REPORT</dhhead>

 

Dear Members

Your Directors are pleased to present the 59th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31 2022.

 

1. PERFORMANCE OF THE COMPANY:

1.1 RESULTS:

(Rs In Lacs)

FINANCIAL HIGHLIGHTS

2021-22

2020-21

Revenue from Operations

33788.30

28721.83

Other Income

146.59

25.51

Total Income

33934.89

28747.34

Less: Total Expenses

30157.77

25796.95

Earnings Before Interest Tax and Depreciation

3777.12

2950.39

Less: Finance Cost

583.62

815.30

Less: Depreciation

1324.82

1343.01

Profit/ (Loss) before Tax (PBT) & Exceptional Items

1868.68

792.08

Exceptional Items

-

-

Profit/ (Loss) before Tax (PBT)

1868.68

792.08

Add/ (Less): Current Tax

(80.00)

-

Add/ (Less): Deferred Tax

(410.75)

498.34

Profit/ (Loss) after Tax (PAT)

1377.93

1290.42

Other Comprehensive Income

(36.70)

10.63

Total Comprehensive Income for the period

1341.23

1301.05

Add: Opening Balance in Retained Earnings / Profit & Loss

25686.85

24222.85

Total Profit

27028.08

25523.90

a) Dividend on Equity shares paid during the year (related to previous year)

(649.32)

-

b) Dividend Distribution Tax

-

-

c) Transfer to General Reserve

-

-

d) Transfer from ESOP outstanding account

121.84

162.95

Balance carried to Balance Sheet

26500.60

25686.85

 

1.2 DIVIDEND:

Your Directors are pleased to recommend for your consideration a finaldividend of Rs 1/- (Rupee One only) per equity share of Rs 2 each for the financial year2021-22. The total Dividend amount aggregates to Rs 6.49 Crores. This is subject toapproval of the Members at forthcoming Annual General Meeting. In terms of Regulation 43Aof the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("the SEBI (LODR) Regulation 2015") as amendedthe Company has formulated a Dividend Distribution Policy on Voluntary basis by whichdetails various considerations based on which the Board may recommend or declare Dividend.The Policy is available on the website of the Company at www.windsormachines.com.

 

1.3 TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer anyamount to the reserve for the year under review. As on March 31 2022 Reserves andSurplus of the Company were at Rs 265 crores.

 

2. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2022 was Rs 12.98Crores (64931800 equity shares of Rs 2/- each) and 98.76% of the Company’s paid upequity share capital is in dematerialised form as on March 31 2022 and balance 1.24% isin physical form.

 

3. OPERATIONS:

During the year under review your Company has sold 449 machines toachieve turnover of Rs 334.45 Crores as compared to 400 machines in the previous year witha turnover of

Rs 283.35 Crores.

Your Directors are confident of continuing the profitable working inthe current year also although there are challenges for the industry in view of itscyclical nature. Further details are given in Management Discussions and Analysis Reportwhich forms part of this report.

 

4. BUSINESS OUTLOOK:

Considering the opportunities threats and strengths of your Companymanagement expects to increase the market share through new product launches expandingits geographical coverage in more and more region(s). The management is of the view thatfuture prospects and growth of your Company will depend on the overall economic scenario.However all necessary activities have been initiated which would give us the lead infuture.

 

5. UPDATE REGARDING INTER-CORPORATE LOAN:

During financial year 2021-22 the Company has not given any

Intercorporate loan and earlier the company had given inter-corporateloans of Rs 6706 Lakhs on which Interest outstanding of Rs 1031.27 Lakhs for the yearended March 2022 is still outstanding. To secure the exposure the Company has createdequitable mortgage in the year 2019-20. Due to the pandemic and the lockdown imposed nomajor development has been possible in current accounting year. Hence the Company hasdecided to extend realisation period by further one year this will have no impact onrealisation value of security received. Actions are now being initiated forrecovery/settlement of the outstanding amount shortfall if any will be accounted for inthe year of final recovery/settlement.

The company has not accrued interest income on the said intercorporateloan (net of provision) for financial year ending March 31 2022 amounting to Rs 919.67Lakhs as well as previous year.

 

6. UPDATE ON CAPITAL ADVANCE AS TO DEVELOPMENT

OF IMMOVABLE PROPERTY:

Not any Capital Advance given during this financial year and thecompany had given interest bearing capital advance of Rs 3000 Lakhs in earlier years inrelation to development of its immovable property situated at Thane. However inconsideration of ongoing commercial negotiation with contractor the company had madeprovision of Rs 300 Lakhs towards estimated compensation for the year ended March 312022. In view of the uncertainty regarding outcome of the ongoing negotiation the companycontinued its judgment and did not accrue interest income amounting to Rs 420 Lakhs forfinancial year ending March 31 2022.

 

7. LOANS GUARANTEES INVESTMENT & SECURITIES

PROVIDED:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

 

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the CompaniesAct 2013 the Directors to the best of their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any;

b. the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; c. the Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a "goingconcern basis";

e. the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

 

9. ENERGY CONSERVATION TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in ANNEXURE - A and forms part of this Report.

 

10. INSURANCE:

All the assets of your Company including buildings machineriesfixtures other fixed assets stocks-raw materials WIP finished goods etc. have beenadequately insured.

 

11. DEPOSITORY:

As the members are aware your Company’s shares are tradablecompulsorily in electronic form and your Company has established connectivity with boththe depositories i.e. National Securities Depository Ltd. (NSDL) and Central DepositoryServices (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depositorysystem members are requested to avail of the facility of dematerialization of theCompany’s shares on either of the Depositories as aforesaid.

 

12. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the PollutionControl Regulations in the state of Gujarat.

 

13. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited and NationalStock Exchange of India Limited. The listing fee for the year 2022-23 has already beenpaid to the credit of both the Stock Exchanges.

 

14. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL forproviding facility of e-voting to its shareholders for the year 2021-22 your Company hasavailed services of CDSL for providing facility of remote e-voting to its shareholders forcasting their vote electronically.

 

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. T.S. Rajan (DIN: 05217297) resigned from the post of ExecutiveDirector and Chief Executive Officer and last working day was May 03 2021.

Mr. Vinay Bansod was appointed in post of the Whole-Time Director andChief Executive Officer w.e.f. May 13 2021 in the Board Meeting and regularized in theAnnual General Meeting held on September 23 2021 and also liable to retire by rotation asapproved in the Board Meeting held on November 01 2021.

Ms. Priti Patel Company Secretary resigned from the post of CompanySecretary & Compliance Officer Key Managerial Personnel and last working day wasSeptember 30 2021.

Mr. Deepak Vyas was appointed as Company Secretary & ComplianceOfficer-Key Managerial Personnel of the Company w.e.f. November 01 2021.

Mr. Jayant Thakur (DIN: 01328746) Director of the Company is liable toretire by rotation and being eligible offers himself for re-appointment at the ensuingAnnual General Meeting.

 

16. AUDITORS:

A. STATUTORY AUDITORS:

As per provisions of Section 139(1)141 142 and other applicableprovisions of the Companies Act 2013 the Company appointed M/s JBTM & AssociatesLLP Chartered Accountant as Statutory Auditors for a period of 5 (Five) th years from theconclusion of 57 Annual General Meeting till the conclusion of 62 Annual General Meetingof the Company. Further M/s. JBTM & Associates LLP have confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India as required under the SEBI (LODR) Regulations 2015.

Details in respect of frauds reported by auditors there were noinstances of fraud reported by the auditors.

 

B. COST AUDITORS:

As per the requirements of the Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records and accordingly such accounts are made and recordshave been maintained during the year.

M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387)Cost Accountants was appointed as the Cost Auditor to audit the cost accounts for thefinancial year 2021-22. The shareholders at the 58th Annual General Meeting held onSeptember 23 2021 have ratified and approved Rs 92000 (Rupees Ninety-Two Thousand Only)plus out of pocket expenses to be paid as remuneration to the Cost Auditors for auditingthe cost accounting records of the Company for the year ended March 31 2022. Afterclosure of the year considering the recommendation of the Audit Committee the Board ofDirectors of your Company has re-appointed M/s. Ashish Bhavsar & Associates (FirmRegistration No. 000387) Cost Accountants as the Cost Auditor to audit the costaccounts/records of your Company for the financial year 2022-23 with remuneration of Rs87500 (Rupees Eighty-Seven Thousand Five Hundred only) plus applicable Service Tax andreimbursement of out of pocket expenses at actual which is subject to ratify/approval bymembers at the ensuing Annual General Meeting.

As specified by the Central Government under sub-section (1) of section148 of the Companies Act 2013 the Company has maintained cost accounts and records.

 

C. INTERNAL AUDITORS:

As per section 138 of the Companies Act 2013 & Rules framed thereunder and based on recommendation of the Audit Committee of your Company the Board ofDirectors of your Company has appointed M/s. Singhi & Co (Firm Registration No.302049E) as the Internal Auditors of your Company for the financial year 2021-22.

Report and progress of internal auditors have been reviewed and notedby the Audit Committee during the year.

 

D. SECRETARIAL AUDITORS:

The Board of Directors has appointed M/s. Kashyap R. Mehta &Associates Practicing Company Secretaries (Firm Registration No. S2011GJ166500) assecretarial auditor of the Company for the financial year 2021-22. The Secretarial AuditReport issued by M/s Kashyap R. Mehta & Associates Secretarial Auditors of yourCompany for the financial year 2021-22 is annexed with this Report as ANNEXURE - B.

Whatever the remarks/qualifications in the secretarial auditor’sreport are self-explanatory.

 

17. DEPOSITS:

During the year under review your Company did not accept any depositsin terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014.

 

18. SUBSIDIARY COMPANIES:

Wintal Machines S.R.L. is the Wholly Owned Subsidiary (WOS) and RCubeEnergy Storage Systems Private Limited (earlier known as RCube Energy Storage Systems LLP)is a Subsidiary of Windsor Machines Limited and its accounts have been consolidated withthe accounts of the Company for the year ended on March 31 2022.

The information pursuant to first proviso to Section 129(3) and rule 5of Companies (Accounts) Rules 2014 relating to the financial statement of subsidiariesforms part of this report and is given by way of ANNEXURE-C. The Company announcesstandalone and consolidated Financial Results on a quarterly and yearly basis.

Financial accounts of subsidiary company for the financial year 2021-22will be available on the Company’s website www.windsormachines.com and member canalso avail by email request to the Secretarial Department (email id iscs@windsormachines.com ) of your company.

 

19. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There were no amounts which were required to be transfered to theInvestor Education & Protection Fund (IEPF).

 

20. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

The Company introduced the Employees Stock Option Scheme ("WindsorStock Options Plan 2016") in accordance with Securities and Exchange Board of India(Share Based Employment Benefits) Regulations 2014. The scheme was approved by themembers of the Company at their general meeting held on September 29 2016. The scheme isannounced for all eligible employees (as defined under the plan) who are in the permanentemployment of the Company (including the managing / whole- time / executive director (s)).Total grant approved by the Company is 3000000 options which are earmarked and to begranted under the scheme over a period. Under the scheme 1500000 ESOPs were granted onAugust 13 2018. Out of which 750000 ESOPs granted at discount of 25% at Rs 62/- gotlapsed on August 12 2020 and balance 750000 Options at discount of 10% at Rs 74.34/-got lapsed on August 11 2021.

As per the scheme the Compensation Committee hasgranted/vested/exercised options as detailed below:

 

Details of Options Granted Exercised and Lapsed:

Particulars No. of Option Granted 2021-2022

Granted and Outstanding at the 621695 beginning of the year

Add: Granted during the year

0 Less: Exercised during the year

0 Less: Lapsed during the years 621695

Granted and Outstanding 0 at the end of the year

 

Details of Options Vested Exercisable & Lapsed:

Particulars

No. of Option Vested 2021-2022

Vested Exercisable and Outstanding at the beginning of the year

621695

Add: Vested during the year

0

Less: Exercised during the year

0

Less: Lapsed during the year

621695

Vested Exercisable and Outstanding at the end of the year

0

 

Each ESOPs carry One Equity share of the Company of face value of Rs2/- each.

None of employee has exercised any of the option and therefore no moneyrealized during the year.

Not any options granted during the year.

Not any material changes were done in the scheme.

Not any variation in terms of options till March 31 2022.

Source of shares is primary.

The Board and Committee determine the maximum terms of option grantedand vesting requirements.

 

21. NOMINATION REMUNERATION AND EVALUATION POLICY:

The Board has framed Nomination Remuneration and Evaluation policypursuant to Section 178(4) of the Companies Act 2013 and Regulation 19 read with ScheduleII of the SEBI (LODR) Regulations 2015 with an aim to provide a framework and setstandards to nominate remunerate and evaluate the Directors Key Managerial Personnel andofficials comprising the senior management and achieve a balance of merit experience andskills amongst its Directors Key Managerial Personnel and Senior Management.

This policy is annexed with this report as ANNEXURE D and alsoavailable in the Investors section under the "Policies" tab on the website ofthe Company and can be accessed at www.windsormachines.com

 

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

Details pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Report and are annexed herewith as ANNEXURE - E.

23. RELATED PARTY TRANSACTION:

All transactions entered into by the Company with related parties werein the ordinary course of business and at arm’s length basis. The Audit Committeegrants an omnibus approval for the transactions that are in the ordinary course of thebusiness and repetitive in nature. For other transactions the Company obtains specificapproval of the Audit Committee before entering into any such transactions. A statementgiving details of all Related Party Transactions are placed before the Audit Committee ona quarterly basis for its review and to the Board for approval. Form no. AOC-2containing related party transactions is annexed herewith as ANNEXURE - F.

There are no materially significant related party transactions enteredinto by the Company with its Directors/Key Managerial Personnel or their respectiverelatives the Company's Promoter(s) its subsidiaries/joint ventures/ associates or anyother related party that may have a potential conflict with the interest of the Companyat large. The Policy on Related Party Transactions as formulated by the Board isavailable on the Company's website i.e. www.windsormachines.com

 

24. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 the Annual Return in FormNo. MGT-7 as they stood on the close of the financial year i.e. March 31 2022 of theCompany is available on the website of the Company at www.windsormachines.com.

 

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

Windsor Machines Limited believes that good financial results are notan end in itself to assess the success of any business; rather it is a means to achievinghigher socio-economic goals.

In terms of section 135 and Schedule VII of the Companies Act 2013 andRules framed there under the Board of Directors of your Company have constituted a CSRCommittee. The Committee comprises of Board of Directors namely Mr. Shishir Dalal Mr.Jayant Thakur Mr. Manoj Lodha and Mr. Vinay Bansod (w.e.f. May 13 2021). During the yearthe CSR Committee was reconstituted by appointing Mr. Vinay Bansod in place of Mr. T. S.Rajan.

The CSR Committee of the Board has formulated CSR Policy which isapproved by the Board of Directors and uploaded on its website at www.windsormachines.com.The Company has contributed its CSR fund to Gandhi Research Foundation to carry outGandhian Education projects specially to spread Gandhian values and principles among thenew generation women empowerment and making the youth self-reliant. As per Rule 8(1) ofCompanies (Corporate Social Responsibility Policy) Rules 2014 the Annual Report onCorporate Social Activities has been attached herewith as Annexure G.

 

26. CORPORATE GOVERNANCE:

The Company is committed to highest corporate governance standards byapplying the best management practices compliance of law in true letter and spirit andadherence to ethical standards for effective management and distribution of wealth anddischarge of social responsibility for sustainable development of all stakeholders.Parameters of Statutory compliances evidencing the standards expected from a listed entityhave been duly observed and a Report on Corporate Governance as well as Pursuant toChapter IV read along with Schedule II of the SEBI (LODR) Regulations 2015 with the StockExchanges Corporate Governance Report and Auditors’ Certificate regarding complianceof conditions of Corporate Governance forms part of Annual Report.

 

27. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the SEBI(LODR) Regulations 2015 Management Discussion and Analysis form part of this AnnualReport.

 

28. AUDIT COMMITTEE:

As on March 31 2022 the Audit Committee of the Board of Directors ofthe Company comprised of 4 (Four) Members namely Mr. Shishir Dalal Mr. M. K. Arora Ms.Mahua Roy Chowdhury and Mr. Manoj Lodha. Mr. Shishir Dalal an Independent Director isthe Chairman of the Audit Committee. The Board accepted the recommendations of the AuditCommittee whenever made by the Committee during the year. Other details with regard toAudit Committee like term of Reference composition and attendance at meeting are providedin the Corporate Governance Report annexed with this report.

 

29. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of fourIndependent- Non-Executive Directors. The members of the Committee are Mr. Shishir DalalMr. M. K. Arora Ms. Mahua Roy Chowdhury and Mr. Manoj Lodha. Mr. Shishir Dalal anIndependent Director is the Chairman of the Nomination & Remuneration Committee.Other details with regard to Nomination and Remuneration Committee like term of referencecomposition and attendance at meeting are provided in the Corporate Governance Reportannexed with this report.

 

30. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

For the year ended on March 31 2022 The Stakeholders' RelationshipCommittee consists of three Directors. The members of the Committee are Mr. Jayant ThakurMr. M.K. Arora and Mr. Vinay Bansod (w.e.f. May 13 2021).

Mr. Jayant Thakur- Non- Executive Director is the Chairman of theStakeholders’ Relationship Committee. Other details with regard to Stakeholders’Relationship Committee like term of reference re-constitution composition and attendanceat meeting are provided in the Corporate Governance Report.

 

31. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 4(2) (f) (ii) (9) 17 (10) read along with Schedule II Part D (A) of the SEBI (LODR)Regulations 2015 & Guidance Note on Board Evaluation issued by SEBI on January 52017 the Board has carried out annual performance evaluation of (a) Its own performance(b) Executive Director (c) Independent Directors and (d) Non-executive Directors etc.based on the Nomination Remuneration & Evaluation Policy of the Company. The Boardapproved the evaluation results/minutes.

All the Board Members were satisfied with the way the affairs of theCompany were conducted.

 

32. TRAINING/ FAMILIARIZATION PROGRAMME OF

INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochuresreports and internal policies to enable them to familiarize with your Company's proceduresand practices. Periodic presentations are made at the Board/Committees meetings onbusiness and performance updates of your Company global business environment businessstrategy and risks involved.

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

Every new Independent Director of the Board attends an orientationprogram to familiarize the new inductees with the strategy operations and functions ofyour Company. The Executive Directors / Senior Management Personnel make presentations tothe inductees about your Company’s strategy operations products markets financehuman resources technology quality facilities and risk management.

Further at the time of appointment of an Independent Director yourCompany issues a formal letter of appointment outlining his/her role function duties andresponsibilities as a Director. The format of letter of appointment is available on thewebsite of your Company at www.windsormachines.com.

 

33. BOARD AND COMMITTEE MEETINGS:

During Financial Year 2022 5 (Five) meetings of the Board ofDirectors 1 (One) Independent Directors’ Meeting and 4 (Four) Audit Committeemeetings were held. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.

Details of the composition of the Board and its Committees and of theMeetings held attendance of the Directors at such Meetings and other relevant details areprovided in the Corporate Governance Report.

There have been no instances of non-acceptance of any recommendationsof the Audit Committee by the Board during the Financial Year under review.

 

34. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 & Regulation 22 of the SEBI (LODR) Regulations 2015 a VigilMechanism for Directors and employees to report genuine concerns has been established. TheVigil Mechanism Policy has been uploaded on the website of the Company atwww.windsormachines.com. The Audit Committee has reviewed the working of Vigil Mechanismfrom time to time.

 

35. PREVENTION OF INSIDER TRADING:

The insider trading policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with the shares of theCompany. The policy has been formulated to regulate monitor and ensure reporting of dealsby designated person/ employees and maintain the highest ethical standards of dealing inCompany securities.

 

36. RISKS MANAGEMENT:

The Company has a risk management policy which from time to time isreviewed by the Audit Committee of Directors as well as by the Board of Directors. ThePolicy is reviewed periodically by assessing the threats and opportunities that willimpact the objectives set for the Company as a whole. The Policy is designed to providethe categorization of risk into threat and its cause impact treatment and controlmeasures. As a part of the Risk Management policy the relevant parameters for protectionof environment safety of operations and health of people at work are monitored regularlywith reference to statutory regulations and guidelines defined by the Company.

 

37. CODE OF CONDUCT FOR DIRECTORS/MANAGEMENT

PERSONNEL:

The Board of Directors has laid down a Code of Conduct applicable tothe Board of Directors and Senior Management. A copy of the Code of Conduct has beenuploaded on your company’s website www.windsormachines.com . The Code has beencirculated to Directors and Senior Management Personnel and its compliance is affirmed bythem regularly on annual basis. A declaration signed by your Company Executive Director& CEO is published in this report.

 

38. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The Company is following allthe applicable 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.

 

39. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations 2015.

 

40. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and operations of your Companyin future.

 

41. FRAUDS REPORTED BY AUDITORS:

During the year none of the auditors have reported any frauds undersection 143(12) of the Companies Act 2013.

 

42. CHANGE IN NATURE OF BUSINESS IF ANY:

There was no change in the nature of business during the year underreview.

 

43. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year 2021-22and the date of this report;

 

44. PROMOTION OF WOMEN’S WELL BEING AT WORK PLACE:

The Company has zero tolerance for sexual harassment at workplace andhas adopted 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 for preventionand redressal of complaints of sexual harassment at workplace. The Company has compliedwith provisions relating to the constitution of Internal Complaints Committee under thesaid act. There have been no complaints of sexual harassment received during the year.

 

45. DISCLOSURE OF COMPLIANCES ON SECRETARIAL STANDARDS:

The Company has duly complied secretarial standards (SS-1 and SS-2)issued by Institute of Company Secretaries of India(ICSI) and approved by CentralGovernment under section 118(10) of the Companies Act 2013.

 

46. INDUSTRIAL RELATIONS:

During the year under review industrial relations remained

harmonious at all our offices and establishments.

 

47. GREEN INITIATIVES:

Every year Electronic copies of the Annual Report and the Notice of AGMare used to send to all members whose email addresses are registered with theCompany/Depository Participant(s). For Members who have not registered their emailaddresses are requested to contact Company’s Registrar and Share Transfer AgentLink Intime India Private Limited or the Company Secretary of the Company for obtainingthe copy of Annual Report by Email.

 

48. ACKNOWLEDGEMENT:

The continued co-operation and support of its loyal customers hasenabled the Company to make every effort in understanding their unique needs and delivermaximum customer satisfaction. Our employees at all levels have been core to ourexistence and their hard work co-operation and support is helping us as a company faceall challenges. Our vendors who form a part of our global footprint reinforce ourpresence across the globe and relentlessly push forward in establishing Windsor MachinesLimited. Our Company is always grateful for their efforts. The flagbearers of fair playand regulations which includes the regulatory authorities the esteemed league ofbankers financial institutions rating agencies stock exchanges and depositoriesauditors legal advisors consultants and other stakeholders have all played a vital rolein instilling transparency and good governance. The Company deeply acknowledges theirsupport and guidance.

For and on behalf of the Board of Directors of
Windsor Machines Limited
Place : Mumbai Vinay Bansod Shishir Dalal
Date : August 09 2022 Executive Director & CEO Director
DIN: 09168450 DIN: 00007008

 

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