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Windsor Machines Ltd.

BSE: 522029 Sector: Engineering
NSE: WINDMACHIN ISIN Code: INE052A01021
BSE 00:00 | 18 Sep 16.30 -0.60
(-3.55%)
OPEN

16.55

HIGH

17.35

LOW

16.20

NSE 00:00 | 18 Sep 16.75 0
(0.00%)
OPEN

17.25

HIGH

17.35

LOW

16.25

OPEN 16.55
PREVIOUS CLOSE 16.90
VOLUME 4346
52-Week high 25.25
52-Week low 7.75
P/E
Mkt Cap.(Rs cr) 106
Buy Price 16.10
Buy Qty 100.00
Sell Price 17.00
Sell Qty 500.00
OPEN 16.55
CLOSE 16.90
VOLUME 4346
52-Week high 25.25
52-Week low 7.75
P/E
Mkt Cap.(Rs cr) 106
Buy Price 16.10
Buy Qty 100.00
Sell Price 17.00
Sell Qty 500.00

Windsor Machines Ltd. (WINDMACHIN) - Director Report

Company director report

Dear Members

Your Directors are present the 56th Annual Report on the business and operations of theCompany together with the audited financial statements for the financial year ended March31 2019.

1. PERFORMANCE OF THE COMPANY:

1.1 RESULTS: (Rs. In Lacs)
FINANCIAL HIGHLIGHTS 2018-19 2017-18
Revenue from Operations 33138.76 35690.01
Other Income 1952.11 1525.51
Total Income 35090.87 37215.52
Less: Total Expenses 30598.16 31953.40
Earnings Before Interest Tax and Depreciation 4492.70 5262.12
Less: Finance Cost 1162.48 1184.44
Less: Depreciation 1403.66 1350.27
Profit/(Loss) before Tax(PBT) & Exceptional Items 1926.56 2727.41
Exceptional Items (4251.51) -
Profit/(Loss) before Tax(PBT) (2324.95) 2727.41
Add/(Less): Current Tax (1035.27) (1225.00)
Add/(Less): Deferred Tax 196.23 (231.91)
Profit/(Loss) after Tax(PAT) (3163.99) 1734.32
Other Comprehensive Income (85.94) (46.29)
Total Comprehensive Income for the period (3249.93) 1688.03
Add: Opening Balance in Retained Earnings/Profit & Loss 30413.42 29311.51
Total Profit 27163.49 30999.54
(a) Dividend on Equity shares paid during the year (related to previous year) (649.32) (486.99)
(b) Dividend Distribution Tax (133.47) (99.13)
(c) Transfer to General Reserve - -
Balance carried to Balance Sheet 26380.70 30413.42

1.2 DIVIDEND & RESERVES:

Your Directors are pleased to recommend for your consideration a final dividend of Rs.1/- (Rupees One only) per equity share of Rs. 2 each (previous year Rs. 1/-) for thefinancial year 2018-19. The total Dividend amount aggregates to Rs. 6.49 Crores plusapplicable Dividend Distribution Tax (i.e. Rs. 1.33 Crores) thereon. This is subject toapproval of the Members at forthcoming Annual General Meeting. The Board of Directors ofyour company has decided not to transfer any amount to the Reserves for the year underreview.

2. OPERATIONS:

During the year under review your Company has sold 468 machines to achieve turnover ofRs. 327.52 Crores as compared to 517 machines in the previous year with a turnover of Rs.351.72 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 2019 was Rs. 12.98 crores (64931800equity shares of Rs. 2/-each). During the year under review the Company has granted1500000 ESOPs under Windsor Stock Options Plan - 2016 to the Eligible Employees of theCompany. Out of which 750000 ESOPs granted at discount of 25% at Rs. 62/- per option andbalance 750000 Options at discount of 10% at Rs. 74.34/-.

98.55% of the Company's paid up equity share capital is in dematerialised form as onMarch 31 2019 and balance 1.45% is in physical form. Link Intime India Pvt. Ltd. isRegistrars and Share Transfer Agent.

5. 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 2019 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 2019 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.

6. 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.

7. INSURANCE:

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

8. 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.

9. ENVIRONMENT PROTECTION:

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

10. 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 2019-20.

11. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL for providing facility ofe-voting to its shareholders. For the year 2018-19 your Company has availed services ofCDSL for providing facility of remote e-voting to its shareholders for casting their voteelectronically.

12. DIRECTORS:

During the year in compliance of Regulation 17(1A) of SEBI (LODR) (Amendment)Regulations 2018 shareholders have accorded their consent to the Special Resolution viaPostal Ballot Procedure for continuation of Directorship of Mr. M. K. Arora (DIN00031777) as the Non-Executive Independent Director who has attained the age of 75 yearsfrom April 1 2019 till the conclusion of 56th Annual General Meeting.

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.

During the year Mr. T. S. Rajan has been re-appointed as the Whole-Time Directordesignated as the Executive Director of the Company for a period of three years w.e.f.April 1 2019. This re-appointment has been made subject to the approval of the members ofthe Company and in ensuring Annual General Meeting the said business shall be proposed asthe special resolution for the approval of members of the Company.

Mr. P. R. Singhvi Independent Director has tendered his resignation from thedirectorship of the Company w.e.f. April 1 2019.

After closure of the year Mr. M. K. Arora Mr. Shishir Dalal and Ms. Mahua RoyChowdhury were re-appointed as the Independent Directors of the Company for a term of 5(five) consecutive years. All the above named Independent Directors have consented totheir re-appointment and confirmed that they are not disqualified from being appointed asan Independent Director in terms of Section 164 of the Companies Act 2013. Based on theperformance evaluation of the Independent Directors the Nomination & RemunerationCommittee at its meeting held on April 15 2019 has recommended to the Board to re-appointall Independent Directors for second term of five years. The Board of Directors of theCompany at its Meeting held on May 27 2019 has re-appointed above named IndependentDirectors for a second term of five consecutive years effective from the conclusion of56th AGM up to the conclusion of 61st AGM of the Company in the year 2024. Thisre-appointment has been made subject to the approval of the members of the Company and inensuring Annual General Meeting. During their tenure of reappointment they shall not beliable to retire by rotation as provided under Section 152(6) of the Companies Act 2013.

13. 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.

14. 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 56th 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:

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 2018 -19. Theshareholders at the 55th Annual General Meeting held on September 11 2018 have ratifiedand approved Rs. 92000 ( Rupees Ninety Two Thousand Only) plus out of pocket expenses tobe paid as remuneration to the Cost Auditors for auditing the cost accounting records ofthe Company for the year ended March 31 2019.

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 2019-20 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/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 2019-20.

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

D. SECRETARIAL AUDITORS:

As required under section 204 of the Companies Act 2013 and rules framed thereunderthe Board appointed M/s. Kashyap R. Mehta & Associates Practicing Company Secretaries(Firm Registration No. S2011GJ166500) as secretarial auditor of the Company for thefinancial year 2018-19.

The Secretarial Audit Report issued by M/s Kashyap R. Mehta & AssociatesSecretarial Auditors of your Company for the financial year 2018-19 is annexed with thisReport as Annexure - B. There are no remark/ qualification in the Secretarial AuditReport hence no explanation has been offered.

15. 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 2019.

16. SUBSIDIARY COMPANIES:

Wintech B.V. is the Wholly Owned Subsidiary (WOS) of Windsor Machines Limited (theCompany). Wintal Machines S.r.l. is the Wholly Owned Subsidiary (WOS) of Wintech B.V. anda second layer subsidiary of Windsor Machines Limited. RCube Energy Storage Systems LLP isSubsidiary of Windsor Machines Limited.

The Wholly Owned Subsidiary of the Company Wintech B.V. Netherlands and Step downsubsidiary Wintal Machines S.r.l. (Italy) have been incurring losses for last severalyears. These losses could not be set off against profits of this company for income taxpurposes. The Board of Directors of the Company has decided to run the business of WintalMachines S.r.l. as a Division of the Company. The company has been advised that after thebusiness in Italy becomes a division it would be able to avail set off of the year toyear losses if any for income tax purposes. Wintech B.V and Wintal Machines S.r.l.shall be liquidated thereafter. In view of this the accumulated losses of Wintech B.V.(Netherlands) & Wintal Machines S.r.l. (Italy) upto March 31 2019 aggregating to Rs.42.52 crores have been provided for in the standalone statement of Profit and Loss of thecompany for the year ended on March 31 2019.

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 2018-19 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.

17. 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 Rs. 62/- per option and balance750000 Options at discount of 10% at Rs. 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
2018 - 2019
Granted and Outstanding at the beginning of the year -
Add: Granted during the year 1500000
Less: Exercised during the year -
Less: Lapsed during the year 44110
Granted and Outstanding at the end of the year 1466900
Details of Options Vested Exercisable & Lapsed:
Particulars No. of Option Vested
2018 - 2019
Vested Exercisable and Outstanding at the beginning of the year -
Add: Vested during the year -
Less: Exercised during the year -
Less: Lapsed during the year -
Vested Exercisable and Outstanding at the end of the year -

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

Money realized by exercise of options: None of the ESOPs are vested exercisedtherefore no money realized by way of ESOPs.

Total Number of ESOPs in force: 30 Lakhs ESOPs are in force as on March 31 2019.

Employee wise details of options granted:

i.) Key Managerial Personnel

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

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

18. 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 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.

The aforesaid warrants will be converted into Equity shares of the Company upon receiptof the remaining 75% of the issue price on or before maturity date i.e. July 8 2019.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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. Jayant Thakur Mr. T. S. Rajan andMr. Shishir Dalal. 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.

24. 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.

25. 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.

26. 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.

27. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors comprises of three Directors. The membersof the committee are Mr. Shishir Dalal Mr. M. K. Arora & Mr. P. R. Singhvi. The AuditCommittee of the Company was reconstituted during the year and Ms. Mahua Roy Chowdhury wasappointed as a Member of the Committee & Mr. Pushp Raj Singhvi ceased to be a Memberof the Committee w.e.f. April 1 2019.

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.

28. 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 Mr. P.R. Singhvi. The Nomination & Remuneration Committee of the Company was reconstitutedduring the year and Ms. Mahua Roy Chowdhury was appointed as a Member of the Committee& Mr. Pushp Raj Singhvi ceased to be a Member of the Committee w.e.f April 1 2019.

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.

29. 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.

30. 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.

31. 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.

32. 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.

33. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee consists of three Directors. The members ofthe Committee are Mr. T. S. Rajan Mr. P. C. Kundalia & Mr. M. K. Arora.

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

34. 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.

35. 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.

36. 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.

37. 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.

38. 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.

39. 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 2018-19.

40. INDUSTRIAL RELATIONS:

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

41. GREEN INITIATIVES:

Electronic copies of the Annual Report 2018-19 and the Notice of 56th AGM are sent toall members whose email address are registered with the Company/Depository Participant (s)For Members who have not registered their email addresses physical copies are sent in thepermitted mode.

42. 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 P. C. Kundalia
Date : May 27 2019 Executive Director & CEO Director
DIN: 05217297 DIN: 00323801