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Windsor Machines Ltd.

BSE: 522029 Sector: Engineering
NSE: WINDMACHIN ISIN Code: INE052A01021
BSE 11:19 | 25 Apr 70.30 1.40
(2.03%)
OPEN

68.50

HIGH

70.40

LOW

68.30

NSE 11:09 | 25 Apr 70.30 1.45
(2.11%)
OPEN

69.70

HIGH

70.90

LOW

68.55

OPEN 68.50
PREVIOUS CLOSE 68.90
VOLUME 49821
52-Week high 159.90
52-Week low 53.70
P/E 34.80
Mkt Cap.(Rs cr) 457
Buy Price 70.10
Buy Qty 50.00
Sell Price 70.30
Sell Qty 1.00
OPEN 68.50
CLOSE 68.90
VOLUME 49821
52-Week high 159.90
52-Week low 53.70
P/E 34.80
Mkt Cap.(Rs cr) 457
Buy Price 70.10
Buy Qty 50.00
Sell Price 70.30
Sell Qty 1.00

Windsor Machines Ltd. (WINDMACHIN) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 55th Annual Report on the business andoperations of the Company together with the audited financial statements for the financialyear ended March 31 2018.

1. PERFORMANCE OF THE COMPANY:

1.1 RESULTS: (Rs In Lacs)

FINANCIAL HIGHLIGHTS 2017-18 2016-17
Revenue from Operations 35690.01 32835.02
Other Income 1525.51 1048.86
Total Income 37215.52 33883.88
Less: Total Expenses 31953.40 29628.44
Earnings Before Interest Tax and Depreciation 5262.12 4255.44
Less: Finance Cost 1184.44 862.48
Less: Depreciation 1350.27 1271.70
Profit/(Loss) before Tax(PBT) 2727.41 2121.26
Add/(Less): Current Tax (1225.00) (750.00)
Add/(Less): Deferred Tax 223.17 (142.01)
Profit/(Loss) after Tax(PAT) 1725.58 1229.25
Other Comprehensive Income (46.29) 2.55
Total Comprehensive Income for the period 1679.29 1231.80
Add: Opening Balance in Retained Earnings/Profit & Loss 29704.25 28472.45
Total Profit 31383.54 29704.25
(a) Dividend on Equity shares paid during the year (related to previous year) 486.99 -
(b) Dividend Distribution Tax 99.13 -
(c) Transfer to General Reserve - -
Balance carried to Balance Sheet 30797.42 29704.25

1.2 DIVIDEND:

Your Directors are pleased to recommend for your consideration a final dividend of Rs1/- (Rupees One only) per equity share of Rs 2 each (previous year Rs 0.75/-) for thefinancial year 2017-18.

2. OPERATIONS:

The Ministry of Corporate Affairs (MCA) vide its notification in official gazettedated February 16 2015 notifies the Indian Accounting Standards (IND AS) applicable tocertain classes of Companies. IND AS has replaces the existing Indian GAAP prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. Accordingly the Company adopted IND AS with effect from April 1 2017 withtransition date April 1 2016. Previous year's figures have been restated and audited bythe Statutory Auditors of the Company namely M/s. Niraj D. Adatia & AssociatesChartered Accountant.

The reconciliation and description of effect of the transition from Indian GAAP to INDAS have been provided in Note No. 48 in the notes forming part of accounts in thestandalone and consolidated financial statements respectively.

During the year under review your Company has sold 517 machines to achieve turnover ofRs 346.35 Crores as compared to 498 machines in the previous year with a turnover of Rs292.48 Crores.

Your Directors are confident of continuing the profitable working in the current yearalso although there are challenges for the industry in view of its cyclical nature.Further details are given in Management Discussions and Analysis Report which forms partof this report.

3. BUSINESS OUTLOOK:

Considering the opportunities threats and strengths of your Company managementexpects to increase the market share through new product launches expanding itsgeographical 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.

4. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2018 was Rs 12.98 crores (64931800equity shares of Rs 2/-each). During the year under review the company has issued andallotted 7214644 warrants at a price of Rs 63.30/- (face value of Rs 2/- each &Premium of Rs 61.30/-) on preferential basis to the persons other than promoters &promoter group convertible into equity shares (one warrant - one share) of face value ofRs 2/- each.

98.12% of the Company's paid up equity share capital is in dematerialised form as onMarch 31 2018 and balance 1.88% is in physical form. Link Intime India Pvt. Ltd. isRegistrars and Share Transfer Agent.

The Company has obtained/received In-principle approval from stock exchanges for issueand allotment of 30 Lacs equity share of Rs 2/- each to its employees under - WindsorEmployee Stock Option Scheme - 2016. During the year no ESOP has been granted.

5. ALTERATION OF ARTICLES OF ASSOCIATION:

During the year your Company has after obtaining necessary approval of the Members bypassing a special resolution at the Extra-Ordinary General Meeting held on December 122017 altered its Articles of Association of the Company by inserting clause 3(ba)relating to powers to issue stock option/share warrants.

6. ALTERATION OF MEMORANDUM OF ASSOCIATION:

During the year the Members have accorded their consent on February 10 2018 videpassing a special resolution through Postal Ballot (including e-voting) procedure toinsert sub-clause 5A relating to carry on activity in the field/business of energystorage systems solutions to the Memorandum of Association of the Company.

7. 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 preparation of the annual accounts for the financial year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

ii. that the Directors have 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 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 2018 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.

8. 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.

9. INSURANCE:

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

10. 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.

11. ENVIRONMENT PROTECTION:

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

12. 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 2018-19.

13. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL for providing facility ofe-voting to its shareholders. For the year 2017-18 your Company has availed services ofCDSL for providing facility of remote e-voting to its shareholders for casting their voteelectronically.

14. DIRECTORS:

As per the section 152(6) of the Companies Act 2013 Mr. P. C. Kundalia (DIN00323801) Director of the Company is liable to retire by rotation and being eligibleoffers himself for re-appointment at the ensuing Annual General Meeting.

15. KEY MANAGERIAL PERSONNEL:

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

16. 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.

Vide notification dated May 7 2018 issued by the Ministry of Corporate Affairs NewDelhi the requirement of seeking ratification of appointment of Statutory Auditors bymembers at each Annual General Meeting has been done away with. Accordingly no such itemhas been considered in notice of the 55th AGM.

The Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) from M/s. Niraj D. Adatia &Associates. Further M/s. Niraj D. Adatia & Associates Chartered Accountants haveconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India as required under the SEBI - LODR Regulations.

B. COST AUDITORS:

M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387) Cost Accountantswas appointed as the Cost Auditor to audit the cost accounts for the year 2017 -18. Theshareholders at the 54th Annual General Meeting held on September 26 2017 have ratifiedand approved Rs 80000 ( Rupees Eighty Thousand Only) plus out of pocket expenses to bepaid as remuneration to the Cost Auditors for auditing the cost accounting records of theCompany for the year ended March 31 2018.

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 2018-19 with remuneration of Rs 92000(Rupees Ninety Two Thousand only) plus applicable Service Tax and reimbursement of out ofpocket expenses at actual which is subject to ratify/approve by members at the ensuingAnnual General Meeting.

C. INTERNAL AUDITORS:

As per section 139 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 2018-19.

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 (Firm Registration No. S2011GJ166500)a firm of Company Secretaries in Practice as the Secretarial Auditors of your Company forthe financial year 2018-19.

The Secretarial Audit Report issued by M/s Kashyap R. Mehta & AssociatesSecretarial Auditors of your Company for the financial year 2017-18 is annexed with thisReport as Annexure - B. There is no remark / qualification in the Secretarial AuditReport hence no explanation has been offered.

17. SUBSIDIARY COMPANIES:

Wintech B.V. is the Wholly Owned Subsidiary (WOS) of Windsor Machines Limited. WintalMachines S.r.l. is the Wholly Owned Subsidiary (WOS) of Wintech B.V. and a second layersubsidiary of Windsor Machines Limited.

Wintech S.r.l. the subsidiary company of Wintech B.V. (80% shares held by Wintech B.V.) was originally formed to acquire the business of Italtech. However under thedirections of the Court of Padua the business of Italtech was acquired by Wintal MachinesS.r.l. the wholly owned subsidiary of Wintech B.V. Since formation Wintech S.r.l. waslying as it is and was attracting statutory cost/expenses every year hence Wintech S.r.l.was liquidated/ closed during the year after following due procedure(s) under the Italianlaw w.e.f. December 27 2017.

During the year Windsor Machines Limited has signed an Investment Agreement with the RCube Energy Storage Systems LLP and invested Rs 5.50 Cr. and have acquired 55% partnershipinterest in it. R Cube Energy Storage Systems LLP is a limited liability partnership firmengaged in research and development of Energy Storage Solutions including batteries.

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 standalone Financial Results on a quarterly basis and consolidatedfinancial results at the end of the financial year.

Financial accounts of subsidiary companies for the financial year 2017-18 are availablefor inspection by any Member at the Registered Office of your Company during normalbusiness hours (10.00 a.m. to 5.00 p.m.) on all working days except Saturdays up to thedate of the Annual General Meeting of the Company a copy of which can also be sought byany Member on making a written request to the Secretarial Department of your Company inthis regard. Pursuant to Section 136 of the Companies Act 2013 accounts of subsidiarycompanies are available on website at www.windsormachines.com.

18. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

The Company has set up the Windsor Machines Limited - Employee Stock Option Plan- 2016("ESOPs - 2016") pursuant to Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014.

The Stock Exchanges have granted "In-Principle" approval for listing ofmaximum of 30 lacs equity shares of Rs 2/ - each to be allotted to the employees of theCompany under the ESOPs- 2016. However the Company has not yet granted any Stock Optionsto the employees.

19. ISSUE AND ALLOTMENT OF WARRANTS:

During the year 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 Rs 63.30/- each (consisting of Rs 2/- towards faceValue & Rs 61.30/- as Premium) as approved by the shareholders at the Extra-OrdinaryGeneral meeting held on December 12 2017. The Company has received 25% of the total issueprice aggregating to Rs 115434304/ from the allottees and the Board of Directors atits meeting held on January 9 2018 allotted the aforesaid warrants to the allottees.

The Company has confirmed under regulation 32 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 that there has been no deviation or variationbetween the utilisation of the warrants proceeds (i.e. Rs 115434304/-) and the purposeas stated in the Private Placement Offer Letter and Explanatory Statement of Notice datedNovember 10 2017 of the Extra-Ordinary General Meeting. Necessary declaration in thisregard has been filed with the stock exchanges.

20. 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.

21. 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.

22. 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 on 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.

23. 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 isannexed herewith as Annexure-G.

24. 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 Gandhi Research Foundation to carry outeducational activities/ projects such as Masters' Programme in Gandhian Thoughts &Social Science PG Diploma in Gandhian Social work Gandhi Vichar Sanskar Pariksha etc.and to spread Gandhian Values among the new generation. As per Rule 8(1) of Companies(Corporate Social Responsibility Policy) Rules 2014 the Annual Report on Corporate SocialActivities has been attached herewith as Annexure - H.

25. 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.

26. 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.

27. 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.

28. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors comprises of following Directors:

Mr. Shishir Dalal Chairman
Mr. M. K. Arora Member
Mr. P. R. Singhvi Member

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.

29. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Board of Directors is consisting of:

Mr. Shishir Dalal Chairman
Mr. M. K. Arora Member
Mr. P. R. Singhvi Member

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.

30. 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.

31. 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 inducteesabout your Company's strategy operations products markets finance human resourcestechnology quality facilities and 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.

32. MEETING OF BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS:

During the year SIX (6) 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.

33. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for Directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.windsormachines.com. The Audit Committee has reviewed the working of Vigil Mechanismform time to time.

34. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee of Board of Directors is consisting of:

Mr. P. C. Kundalia Chairman
Mr. T. S. Rajan Member
Mr. M. K. Arora Member

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

35. 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.

36. 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 sign by your Company Executive Director & CEO is published inthis report.

37. 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.

38. 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(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

39. 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.

40. SEXUAL HARASSMENT AT WORK PLACE:

The Company has pursuant to Section 4 of the Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013 and rules made thereunder formulatedthe Sexual Harassment Policy. Pursuant to the said act the Internal Complaints Committeewas constituted and no complaint was lodged with the Committee for the year.

41. 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

Place : Mumbai T. S. Rajan Shishir Dalal
Date : May 28 2018 Executive Director & CEO Director
DIN: 05217297 DIN: 00007008

Annexure - A

Pursuant to Section 134(3)(m) of the Companies Act 2013 and rule 8(3) of Companies(Accounts) Rules 2014.

A. CONSERVATION OF ENERGY:

(i) Steps Taken on conservation of Energy:

Continuous efforts are being made by the Company on conserving energy and reducingemissions in all its activities. New products are being launched with better energy savingdevices less or no oil consumption and with better efficiencies. Continuous efforts arebeing done to evaluate and develop newer technologies that would offer more environmentfriendly machines. This is further extended to all our activities within the plants withinstallation of energy saving lamps timely reconditioning of old machinery installationof energy efficient pumps and various other initiatives.

The Technology of WINELEC Machine (All Electric Injection Moulding Machine) of yourCompany was selected by FICCI for Sustainability Award for Best Green Product in thePetrochemical Sector for the year 2017.

(ii) Steps Taken by the Company for utilising alternate source of energy:

The company believes in conservation of energy & developing environmentfriendly/green products. Your Company believes in promoting utilisation of renewableenergy sources instead of historical fossil energy sources. As part of this initiativeyour Company has installed Solar Roof Top Panels at its Vatva & Chhatral Units topromote usage of green and clean power and to reduce carbon footprint.

(iii) Capital Investment on Energy Conservation Equipments:

The Company has made Capital Investment of around Rs 3 Cr. for installation of SolarRoof Top Panels at both the Units. With this investment the Company could save around Rs35 lacs on its electricity costs.

B. TECHNOLOGY ABSORPTION:

1. The Company has approval from the Department of Scientific and IndustrialResearch for its R & D units at its factories in Vatva and Chhatral. During the yearthe specific activities of interest are:

a) INJECTION MOULDING DIVISION:

1) Continued improvements in Design and Development of our existing series of machineswith focus on Energy Efficiency.

2) Design and Development of Energy efficient EXCEL series machines.

3) Design and Development of Two- Platen KL series of machines based on Europeantechnology.

4) Design and Development of All-Electric machines.

b) EXTRUSION DIVISION:

1) Continued improvements in Design and Development of our existing series of machineswith focus on Energy Efficiency.

2) Technology integration of Round Drip line.

3) Development of high output 5 layer POD line.

4) Development of high output 7 layer barrier Film plant.

5) Development of Conical Extruder for CPVC pipe extrusion.

2. R & D activity for the future includes:

a) INJECTION MOULDING DIVISION:

1) Continued Development and improvement of existing series of machines.

2) Design and Development of higher tonnage models of KL series Two Platen machines andapplication specific EXCEL machines.

3) Design and Development of further WINELEC series All Electric machines anddevelopment of HYBRID machines.

b) EXTRUSION DIVISION:

1) Continued Development and improvement of existing series of machines.

2) 3 layer Foam Core pipe extrusion line.

3) 3 layer PP/PE Pipe extrusion line.

4) High Output 5 layer and 3 layer Blown Film plants.

5) High output energy efficient & material saving 9 Layer Film Plant.

3. Technology Absorption Adaptation and Innovation:

a) INPUTS TAKEN FOR TECHNOLOGY ABSORPTION AND INNOVATION FROM :

- Participation and visits to National and International Exhibitions.

- Collaborative relationship with technology partner/s.

- Closer and collaborative working with our recently acquired company Italtech.

b) BENEFITS DERIVED AS A RESULT OF THE ABOVE EFFORTS:

- Enhanced product range

- Improved product quality

- Improved product performance

Expenditure on R & D (Rs In Lacs)

Particulars 2017-18 2016-17
a. Capital Expenditure - -
b. Recurring Expenditure 195.56 262.65
Total 195.56 262.65

Total R& D Expenditure works out to 0.56% (previous year 0.82%) of the turnover(including of excise duty) of the Company.

C. FOREIGN EXCHANGE EARNINGS & OUTGO: (Rs In Lacs)

Particulars 2017-18 2016-17
a. Total Foreign Exchange used 4378.68 3889.77
b. Total Foreign exchange earnings 4710.29 5501.71

For and on behalf of the Board of Directors

Place : Mumbai T. S. Rajan Shishir Dalal
Date : May 28 2018 Executive Director & CEO Director
DIN: 05217297 DIN: 00007008