DIRECTORS' REPORT Dear Members, Your Directors present the 52nd Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2015. 1.2 DIVIDEND: In order to conserve the resources, your Directors do not recommend payment of any dividend for the year. 2. OPERATIONS: During the year under review, your Company has sold 485 machines to achieve turnover of Rs.228.71 Crores as compared to 496 machines in the previous year with a turnover of Rs.236.50 Crores. During the year your Company has extended its customer base by launching machines for special applications and concentrated on launching new product ranges. Your Directors are confident of continuing the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continues to remain closed. Further, details are given in Management Discussions and Analysis Report, which forms part of this report. 3. BUSINESS OUTLOOK: The current market scenario continues to offer a lot of challenges. In-spite of a stable government coming at the center, initiating industry friendly policies, introducing new reforms, it would take some time for the impacts to reach the business entity level. With new multinationals coming to our country, there would be an increased need for plastic end products to cater multiple applications. Also, the wide gap that prevails in our domestic per capita usage of plastics vis-a-vis the global average, leaves enough opportunities for growth. Further, with all the initiatives taken in the previous year(s), your company is poised to yield better results in the coming years. Launch of new high technology products (due to acquisition of Italtech and collaboration of Kuhne and THE Machines) have paved the way for a better future. Some of the results have already started trickling in. The management is quite optimistic and prepares itself to face the challenges of the future. 4. SHARE CAPITAL: The paid up Equity Share Capital as on March 31, 2015 was Rs. 12.98 crores (6,49,31,800 equity shares of Rs. 2/-each) . During the year under review the company has not issued any shares or any convertible instruments. 96.25% of the Company's paid up equity share capital is in dematerialised form as on March 31, 2015 and balance 3.75% is in physical form. M/s. Link In time India Pvt. Ltd. is Registrars and Share Transfer Agent. 5. DIRECTORS' RESPONSIBILITY STATEMENT : Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed: i. that in the preparation of the annual accounts for the financial year ended March 31, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. that the Directors have 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 of the Company for that year under review; iii. that the Directors have 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; iv. that the Directors have prepared the accounts for the financial year ending March 31, 2015 on "going concern basis". 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology 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 fixed assets, 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 electronic form 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 are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid. 9. ENVIRONMENT PROTECTION: The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat. 10. LISTING FEES: The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the financial year 2015-16. 11. ELECTRONIC VOTING: Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders. For the year 2014-15, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically. 12. DIRECTORS: Ms. Mahua Roy Chowdhury (DIN 02704777) has been appointed as the Director of the Company w.e.f. August 4, 2014. Members have accorded their consent to her appointment in 51st Annual General Meeting. At 51st Annual General Meeting held on September 29, 2014 the Company had appointed all existing independent Directors, Mr. M. K. Arora (DIN 00031777), Mr. Shishir Dalal (DIN 00007008), Mr. P. R. Singhvi (DIN 00347511) and Ms. Mahua Roy Chowdhury (DIN 02704777) for 5 (five) consecutive years, up to the conclusion of the 56th AGM in 2019. As per the provisions of the Companies Act, 2013, Mr. Jayant Thakur (DIN 01328746), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. 13. KEY MANAGERIAL PERSONNEL: The Key Managerial Personnel of your Company are Mr. K. C. Gupte, Executive Director, Mr. T. S. Rajan, Chief Executive Officer, Mr. Vatsal Parekh, Chief Financial Officer and Ms. Priti Patel, Company Secretary. Mr. Vatsal Parekh was appointed as the Chief Financial Officer and Key Managerial Personnel w.e.f. October 1, 2014. All the other Key ManagerialPersonnel prescribed under the said Act were in the employment of your Company even prior to the Companies Act, 2013, became applicable. 14. AUDITORS: A. STATUTORY AUDITORS: M/s. Haribhakti Co. & LLP. (Firm Registration no.: FRN 103523W), Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed. B. COST AUDITORS: M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants has been appointed as cost audior to audit the cost accounts for the year 2015-16. C. INTERNAL AUDITORS: As per section 139 of the Companies Act, 2013 and Rules framed there under, M/s. RSM Astute Consulting was appointed as the Internal Auditors for the year 2014-15. Report and progress of internal auditors have been reviewed and noted by the Audit Committee during the year. D. SECRETARIAL AUDITORS: According to the Provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial) Rules, 2004, M/s. Kashyap R. Mehta & Associates (Firm Registration No. S2011GJ166500), a firm of Company Secretaries in practice was appointed as the Secretarial Auditors of the Company for the year 2014-15. The Secretarial Audit Report is annexed with this Report as Annexure - B. There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered. The Board has 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 for the financial year 2015-16. 15. SUBSIDIARY COMPANIES: 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/ associate companies/ joint ventures forms part of this report and is given by way of Annexure-C.The Company announces standalone Financial Results on a quarterly basis and consolidated financial results at the end of the financial year. 16. REMUNERATION POLICY: The Board has framed Nomination and Remuneration policy for selection, appointment, removal, evaluation of Directors, Key Managerial Personnel, Senior Management team and for recommendation of their remuneration to the Board of Directors.The Remuneration Policy assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management officials to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy. In compliance with Section 178 of the Companies Act, 2013 read with Rules framed there under and Clause 49 of the Listing Agreement, the Nomination and Remuneration policy of the Company is annexed with this report as Annexure -D. 17. 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. 18. RELATED PARTY TRANSACTION: There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were related party transactions in terms of clause 49 of the listing agreement. 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 are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Form no. 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 the Company's website at www.windsormachines.com None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. 19. 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 is annexed herewith as Annexure - G. 20. CORPORATE SOCIAL RESPONSIBILITY (CSR): In terms of section 135 and Schedule VII of the Companies Act, 2013 and Rules framed there under, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Board of Directors namely, Mr. Shishir Dalal, Mr. K. C. Gupte and Mr. Jayant Thakur. CSR Committee of the Board has formulated CSR Policy which is approved 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 out educational activities/projects such as Masters' Programme in Gandhian Thoughts & Social Science, PG Diploma in Gandhian Social work, Training, Workshops, Research fellowship 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 Social Activities has been attached herewith as Annexure - H. 21. LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 22. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance, are annexed herewith this Report. 23. MANAGEMENT DISCUSSION AND ANALYSIS: As per Clause 49 of the Listing Agreement, Management Discussion and Analysis form part of this Annual Report. 24. AUDIT COMMITTEE: The Audit Committee of the Board of Directors is comprising of following Directors: 1. Mr. Shishir Dalal - Chairman 2. Mr. M K Arora - Member 3. Mr. P R Singhvi - Member Other details with regard to Audit Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report annexed, with this report. 25. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of Board of Directors is consisting of: 1. Mr. Shishir Dalal - Chairman 2. Mr. M K Arora - Member 3. Mr. P R Singhvi - Member Other details with regard to Nomination and Remuneration Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report, annexed with this report. 26. BOARD EVALUATION: Pursuant to the provisions of companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the executive Director, Independent Directors as well the evaluation of the working of its Audit, Nomination & Remuneration committee. The manner in which the evaluation has been carried out is explained in Corporate Governance Report. 27. MEETING OF BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS: During the year four Board Meetings and one independent directors' meeting were held. The Details of which are given in CorporateGovernance Report.The provisions of Companies Act, 2013 read with Rules framed thereunder and listing agreement were adhered to while considering the time gap between two meetings. 28 VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.windsormachines.com 29. STAKEHOLDERS' RELATIONSHIP COMMITTEE: The Board of Directors has constituted Stakeholders' Relationship Committee consisting of the following: 1. Mr. P. C. Kundalia - Chairman 2. Mr. K. C. Gupte - Member 3. Mr. M. K. Arora - Member Other details with regard to Stakeholders' Relationship Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report. 30. RISKS MANAGEMENT POLICY: The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed periodically by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As a part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company. 31. CODE OF CONDUCT: The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. The amended Code of Conduct has been adopted by the Board of Directors in compliance with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. 32. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets.All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. 33. DECLARATION BY INDEPENDENT DIRECTORS: The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down inSection 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement. 34. 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, formulated the Sexual Harassment Policy. Pursuant to the said act the Internal ComplaintsCommittee was constituted and no complaint was lodged with the Committee for the year. 35. ACQUISITION OF LAND AND BUILDING AT JALGAON: During the year under review, the company has purchased land and building for consideration of an amount of ? 7.01 Crore at Jalgaon for setting up new project. 36. ACKNOWLEDGEMENT: The Directors wish to place on record their appreciation of whole hearted support received from all stakeholders, customers, suppliers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company. For and on behalf of the Board of Directors K.C.Gupte Executive Director P.C. Kundalia Director DIN: 00058682 DIN: 00323801 Date : May 30, 2015 Place : Mumbai |