DIRECTORS' REPORT Dear Members, We present our 54th Annual Report together with the Audited Financial Accounts for the year ended March 31, 2016 2. Dividend The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs.1.50 per Equity Share of Re.1.00 for the year ended March 31, 2016 as against Rs.1.50 per Equity Shares of Re.1.00 in the previous year. 3. Operations The revenue from operations of Rs. 91.14 Crores is 6.50% lower than last year's revenue from operations of Rs. 97.48 crores. The net profit of Rs. 13.29 Crores is 5.14% higher, as compared to last year's net profit of Rs.12.64 Crores. The decrease in revenue has been driven by poor economic growth across the sectors where the Company's customers operate. The business scenario continues to be sluggish and there have been no significant policy changes, which is reflected in the depressed industrial productivity indices. Consequently, investments in capital equipment especially for material handling either as direct investment or new / expansion projects have been tardy. The Directors are hopeful that steps will be taken by the Government to revive the economic growth, which along with industry participation, could result in some momentum to create demand for the Company's products / solutions. The Company's 4 Windmills produced 46.21 Lakhs units of energy in the current year, as against 57.72 Lakhs units of energy produced in the previous year. 4. Directors and Key Managerial Personnel-Changes Shri Naresh Chandra and Shri K F Jhunjhunwala retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors had appointed Shri Vandan Shah as an Additional Director (Independent) of the Company for a term of five consecutive years in the category of Independent Director with effect from February 6, 2016 and he holds office till the ensuing Annual General Meeting. The Ordinary Resolution for confirmation of his appointment as a Director is given in the Notice. The detailed profiles of above mentioned Directors are given under the head "Corporate Governance". The members at the Annual General Meeting held on August 10, 2015, approved the appointment of Smt. Shruti Jatia, as an Independent Director for a term of five years, effective from November 12, 2014. Shri Tushar Shah resigned from the post of Directorship with effect from February 6, 2016. The Board records its sincere appreciation of the valuable contribution made by him during his tenure on the Board. 5. Declaration by Independent Directors The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6). 6. Auditors A) Statutory Auditor: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the auditors of the Company, M/s M L Bhuwania & Co, Chartered Accountants, Mumbai were appointed by the shareholders for three years terms at the 52nd Annual General Meeting to hold office until the conclusion of the 55th Annual General Meeting, subject to the ratification by the shareholders at each Annual General Meeting. The members are requested to ratify the appointment of M/s M L Bhuwania & Co, Chartered Accountants, Mumbai as auditors of the company and to fix their remuneration for the financial year 2016-17. B) Cost Auditor: Pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had, on the recommendation of the Audit Committee, appointed M/s R Nanabhoy & Co. Cost Accountants, to audit the cost accounts of the Company for the financial year 2016-17 at a remuneration of Rs. 42,000/-plus service tax, reimbursement of out-of pocket expenses, subject to ratification by the shareholders at ensuing Annual General Meeting. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to Cost Auditors is given in the notice. C) Secretarial Auditor: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made there under, the Company has appointed M/s S N Ananthasubramaniam & Co, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C". 7. Significant and Material orders passed by the Regulators or Court During the year in review, there were no significant and material orders passed by the Regulators or Courts or tribunals, which may impact the going concern status of the Company and its operations in future. 8. Material Changes & Commitments There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report. 9. Internal Control over Systems and Financial Reporting: The Company has adequate internal control systems to monitor its operations and also the Company has policies and procedure in place for reliable financial reporting. 10. Presentation of Financial Results The financial results of the Company for the year ended March 31, 2016 have been disclosed as per Schedule III of the Companies Act, 2013. 11. Risk Management Policy Information on the development and implementation of a risk management policy for the company including identification therein of elements of risk which in the opinion of the board may threaten the existence of the Company is given in the annexed Management Discussion and Analysis. 12. Corporate Social Responsibility (CSR) Detailed information on CSR Policy developed and implemented by the Company, on CSR initiatives taken during the year pursuant to section 134 & 135 of the Companies Act 2013 is given in the "Annexure A". 13. Directors' Responsibility Statement As required under section 134(3)(c) of the Companies Act, 2013 Directors, to the best of their knowledge and belief, state that - a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively 14. Corporate Governance Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon. 15. Vigil Mechanism The details of the Vigil Mechanism Policy covered under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are explained in the Corporate Governance Report and also posted on the website of the Company. 16. Directors' Remuneration Policy and Criteria for matters under section 178 Information regarding Directors' Remuneration Policy & criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the annexed Corporate Governance Report. 17. Particulars of Employees The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. 18. Particulars of Loans, Guarantees or Investments Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in schedule No.10 and 15 to the Financial Statements. 19. Number of Meetings of the Board and Audit Committee During the year, four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. 20. Formal Annual Evaluation of the performance of Board, its Committees and Directors Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, Board as a whole and committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 21. Related Party Transactions All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company. The policy on Related Party Transactions as approved by the Board is placed on the Company's website. 22. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace The Company has in place an Anti Sexual Harassment Policy and Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this policy. There were no Complaints received during the year. 23. Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo The information on conservation of energy, technology absorption, foreign exchange earning and outgo etc. to the extent applicable stipulated under section 134 (3) (m) of the Companies Act, 2013 read with rule no. 8 of the Companies (Accounts) Rules, 2014 is set out in "Annexure A" annexed hereto. 24. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B" 25. Industrial Relations The relationship with the employees continued to be cordial during the year. Your Directors take this opportunity to thank the Banks, Government authorities, Regulatory authorities, Stock exchanges, Employees and all Stakeholders for their continued co-operation and support to the Company. On behalf of the Board of Directors Shekhar Bajaj Chairman (DIN No. 00089358) Dated : June 14, 2016 Place : Mumbai |