AFFLUENCE

Dear Members,
The Board of Directors presents the Company’s Annual Report, together with the audited financial statements for the financial year ended March 31, 2016.
FINANCIAL RESULTS
The Company’s performance for the financial year ended 31st March, 2016 as per Standalone Financial Statements is summarized below –

FINANCIALS
The total income of your Company has increased from Rs. 35,96,44,47,185 to Rs. 41,35,36,39,083 during the financial year under consideration. The profit before tax (PBT) increased from Rs. 2,06,53,93,769 to Rs. 2,41,85,11,721. The profit after tax for the current year is Rs. 1,59,67,08,531 as against Rs. 1,28,22,09,665 in the previous financial year.
AMALGAMATION OF THE COMPANY
Your Board of Directors on March, 31, 2016 has approved a Draft Scheme of Amalgamation of your Company for it to amalgamate, along with Mcnally Bharat Engineering Co. Ltd, Mcnally Sayaji Engineering Limited into Kilburn Engineering Limited. The core objective of the merged entity will be to emerge as a total engineering solution company with comprehensive constructive and Resource Management Capability, which will not only improve its Marketability but also lead to multiple opportunity creation. The merged entity will be a conglomerate that will have a robust business potential which will provide end to end engineering and construction solution to its customers across sectors and geographies that individual companies were hitherto unable to.
Each constituent of the merged entity will bring in to the common pool their list of unique clientele. Thus the common pool will be able to compile a combined list of niche customers who can now be approached with huge expanse of service range.
The scheme will facilitate a Creation of a strong consolidated company which will have synergies like Competitive edge over competitors, higher capacity utilization, engineering excellence, technological tie-ups, wider geographical reach to enable faster execution of projects etc.
The draft scheme of Amalgamation has received approval from the Competition Commission of India and is currently awaiting approvals from other regulatory bodies.
DIVIDEND
Your Board has recommended a Dividend of 0.50 Paise per Equity Share (5% per cent) for the financial year 2015-16 to the Equity shareholders of your Company.
TRANSFER TO GENERAL RESERVE
The Company proposes not to transfer any funds out of its total profit for the financial year to the General Reserve.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statement for all the subsidiary companies is enclosed.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of the business of the Company.
GOING CONCERN STATUS
No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operation in the future.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments a?ecting the financial position of the Company occurring between March 31, 2016 and the date of this Report of the Directors.
SUBSIDIARY / JOINT VENTURES
As on 31st March, 2016, your Company has Fifteen subsidiary companies namely EMC Hardware Limited, EMC Solar Limited, EMC Tower Limited, EMC Forging Limited, EMC Logistics Limited, EMC Academy Limited, EMC Overseas Limited, Quatro Rail Tech Solutions Limited, Advanced Steel & Crane Inc., Tecnolines SRL, EMC West Asia DMCC, EMC East Asia Limited, Tecnolines Singapore Pte. Limited, EMC Saudi LLC and CE Maschinenbau GmbH (Formerly named as MBE Cologne Engineering GmbH).
A separate section on the performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 is part of the report. It is included in the consolidated financial statement.
SHARE CAPITAL
During the year 2015-16, the Company allotted 1,00,00,000 equity shares of Rs.10 each pursuant to preferential allotment. Consequently, the paid up equity share capital of the Company stood at Rs. 47,00,00,000/- (Rupees Forty Seven Crore only) consisting of 4,70,00,000 (Four Crore Seventy Lakh) equity shares of Rs. 10 each.
DEPOSITS
During the year under review the Company has not invited deposit from the public falling within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY COMPANY
The details of Loans, Guarantees and Investments made under Section 186 of the Companies Act, 2013 are provided in the financial statement of the Company.
RELATED PARTY TRANSACTION
All RPTs, including those relating to the Company’s overseas direct/indirect subsidiaries, are done on an arm’s length basis and in the ordinary course of business. The Company presents a detailed landscape of all RPTs to the Audit Committee, specifying the nature, value and terms and conditions of the transaction. Apart from the Related Party Transactions in the ordinary course of business and at arm’s length basis, details of which are given in the notes to the financial statements, there were no other Related Party Transactions requiring disclosure in the Directors’ Report. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company.
MEETINGS OF THE BOARD
Minimum four Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Company’s specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
During the financial year, Seven Board Meetings were convened and held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT – 9 as required under Section 92 of the Companies Act 2013 is included in this Report as Annexure.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Biplab Shankar Bose (DIN: 01737400) as an Additional Director in the capacity of Whole Time Director, with e?ect from 4th July, 2016 for a period of two years on and from 4th July, 2016 to 3rd July, 2018, subject to the approval of shareholders and accordingly an ordinary resolution is included in the Notice of Annual General Meeting.
The service contracts of Mr. Manoj Toshniwal, Managing Director and Mr. Ramesh Chandra Bardia, Joint Managing Director were for  a period of 3 years beginning from 23rd July, 2013 to 24th July, 2016 and 1st September, 2013 to 31st August, 2016 respectively. The Board of Directors has re-appointed Mr. Manoj Toshniwal as Managing Director and Mr. Ramesh Chandra Bardia as Joint Managing Director for a further period of 3 years beginning from 24th July, 2016 to 23rd July, 2019 and 1st September, 2016 to 31st August, 2019, respectively, subject to the approval of shareholders and accordingly separate ordinary resolutions are included in the Notice of Annual General Meeting for their re-appointment.
Mr. Saubir Bhattacharyya resigned from the Board on 26th February, 2016 and Mr. Durga Prasad Sharma resigned from the Board on 30th June, 2016. The Board has placed on record their deep appreciation for the valuable contribution made by Mr. Saubir Bhattacharyya and Mr. Durga Prasad Sharma during their unstinted tenure of services with the Company.
Mr. Sumit Kumar Surana, has been appointed as the Company Secretary of the Company with e?ect from 2nd November, 2015 in place of Mr. Chandra Sekhar Adhikary who has resigned as Company Secretary of the Company. The Nomination and Remuneration Committee of the Board has recommended the said appointment to the Board of Directors.
All the Independent Directors have given their declaration of independence as required under Section 149(6) of the Companies Act, 2013;
In accordance with the provisions of the Articles of Association of the Company read with section 152 of the Companies Act, 2013, Mr. Manish Agarwal will retire by rotation in the forthcoming Annual General Meeting and being eligible, o?ers himself for re-appointment.
The Company has devised a Policy for performance evaluation of Independent Directors, Board Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board was  of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro growth activity. The Board also ensured that committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013.
During the year under review your Company appointed the following persons as Key Managerial Person (KMP) –

MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors was held on 31st March, 2016 to evaluate performance of the Chairman of the Board of the Directors and the Board as a whole and the same was found satisfactory.
WHISTLE BLOWER POLICY
The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company’s Whistle Blower Policy. All Whistle Blower Cases are periodically presented and reported to the Audit Committee of the Company. All cases reported as part of whistle blower mechanism are taken to their logical conclusion within a reasonable timeframe.
RISK MANAGEMENT
Our Risk Management Framework is designed to help the organization meet its objectives through alignment of operating controls with the Company’s mission and vision.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.
STATUTORY AUDIT
The Statutory Auditors of the Company, M/s SRB & Associates, Chartered Accountants, hold o?ce till the conclusion of the ensuing Annual General Meeting of the Company.
The Board of Directors on the recommendation of the Audit Committee has proposed to re-appoint M/s SRB & Associates, Chartered Accountants, as the Company’s statutory auditors, who shall hold the o?ce from the conclusion of the 60th Annual General Meeting for a term of five consecutive years, i.e., until the conclusion of the 65th Annual General Meeting (subject to ratification by members at every Annual General Meeting, if required, under the prevailing law at that time). The Company has obtained a written consent from them to the e?ect that their re-appointment, if made, would be in terms of Section 139 of the Companies Act, 2013 and Rule 3 and 6 of Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for re-appointment within the meaning of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014.
M/s. Acharyya Swapan & Co., Chartered Accountants are the Internal Auditors of the Company. They function independently and submit their report to the Audit Committee.
Any query from the Auditors is being dealt with in the Notes to Accounts.
COST AUDIT
As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records every year.
The Board of Directors on the recommendation of Audit Committee has appointed M/s. N. Radhakrishnan & Co., Cost Accountants as Cost Auditors to audit the cost accounts of the Company for the financial year 2016-17. As required under the Companies Act, 2013 a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed A.K.Labh & Company, a firm of Company Secretaries in Practice (C. P. No. 3238) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the Financial Year 2015-16 in the Form MR-3 is annexed herewith as ‘Annexure’. The Board has taken note of the observations made by the Secretarial Auditor and the same are being complied with.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors (Board) has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and e?cient conduct of its business, which includes adherence to Company’s policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain e?ective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new/revised standard operating procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.
The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, e?ective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework and adequate segregation of duties to ensure an acceptable level of risk.
The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to M/s. Acharya Swapan & Co., Chartered Accountants. To enhance internal controls, the internal audit follows a stringent grading mechanism, focusing on the implementation of recommendations of internal auditors. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit Committee.
Based on the information provided, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Company’s internal financial controls during the year that have materially a?ected, or are reasonably likely to materially a?ect its internal financial controls.
There are inherent limitations to the e?ectiveness of any system of disclosure, controls and procedures, including the possibility     of human error and the circumvention or overriding of the controls and procedures. Accordingly, even e?ective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
PARTICULARS OF EMPLOYEES
The statement containing employee information as required under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. The Reports and Accounts are being sent to members and other entitled thereto, excluding the information on employee’s particulars which is available for inspection by the members at the Registered O?ce of the Company during business hours on any working day. If any member is interested in obtaining a copy thereof, such member may write to Company Secretary in this regard.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its Corporate Social Responsibility (CSR) your Company has formed a CSR Committee who looks into the various avenues according to the CSR Policy framed by the Committee wherein the Company can extend its activity for the society at large. The following are the members of the CSR Committee.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.
The CSR Committee meeting was held on 30th March, 2016 wherein the Committee discussed about CSR Initiatives which the Company can undertake and the avenues to invest the funds of the Company as prescribed in the Act.
The Rules and regulations of CSR being implemented recently, your Company would like to submit that it is under process of tie-up with various associations/ organisation/trust for pursuing the CSR activities as envisaged in the CSR Policy. The process of identifying activities and various tie ups delayed the CSR spend and hence the Company could not spend the amount of envisaged CSR expenditure. The Company is committed to the underlying intent of CSR and is optimistic of meeting its commitment by spending higher amount in the coming financial year and thereby make a positive impact on the society.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st March, 2016 and state that :
In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;
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 a?airs of the Company at the end of the financial year and of the profit of the Company for that period;
the Directors have taken proper and su?cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a going concern basis;
there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating e?ectively.
AUDIT COMMITTEE
Your Company is having an Audit Committee comprising of the following Directors –

Four Audit Committee Meetings were held during the financial year under consideration.
NOMINATION AND REMUNERATION COMMITTEE
Your Company is having a Nomination and Remuneration Committee comprising of the following Directors -

Four Nomination and Remuneration Committee Meetings were held during the financial year under consideration.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Your Company is having a Stakeholder Relationship Committee comprising of the following Directors –

Necessary Stakeholder Relationship Committee meetings were held during the F.Y 15-16 to approve the necessary transfer of shares.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
Energy conservation continued to be an area of priority. Continued e?orts on rationalization of demands in manufacturing locations and increase in production volume resulted in the saving of energy compared to the earlier years. Your Company has used modern technology to install solar power plants and thereby generating solar energy.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company has incurred Rs. 22,149.31 Lacs (previous year Rs. 22,843.77 Lacs), which includes investments made and advances given to foreign Subsidiaries, tour expenses etc., towards foreign exchange expenditure during the financial year under review and has earned Rs. 22,202.76 Lacs (previous year Rs. 22,593.06 Lacs) foreign exchange during the said period.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions, and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment. Your Company has an Internal Complaints Committee in place in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit and tackle issues relating to sexual harassment. The Internal Compliant Committee is formed with the following members –

There were no cases/ complaints reported in this regard during the year 2015-16 and no meetings were held during the year.

APPRECIATION
The Directors place on record their sincere appreciation for the significant contribution made by employees through their dedication, hard work and commitment to ensure the Company’s long-term growth and sustainability.
The Board places on record its appreciation for the support and cooperation your Company has received from its customers, vendors, suppliers, business partners, who are our partners in progress. The Directors acknowledge the support and assistance extended to us by the Government of India, various State Governments and government departments, financial institutions, bankers, shareholders and all other statutory agencies at large and look forward to their support in our future endeavours.



For and on behalf of the Board

SECRETARIAL AUDIT REPORT
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
EMC Limited
“Constantia O?ce Complex” South Block, 8th Floor
11, Dr. U. N. Brahmachari Street Kolkata - 700 017
West Bengal
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by EMC Limited having its Registered O?ce at “Constantia O?ce Complex”, South Block, 8th Floor, 11, Dr. U. N. Brahmachari Street, Kolkata – 700 017, West Bengal (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its o?cers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31.03.2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
AUDITORS’ RESPONSIBILITY
Maintenance of Secretarial Records is the responsibility of the management of the Company. Our responsibility is to express an opinion on existence of adequate Board process and compliance management system, commensurate to the size of the Company, based on these secretarial records as shown to us during the said audit and also based on the information furnished to us by the o?cers’ and the agents of the Company during the said audit.
We have followed the audit practices and processes as were appropriate to the best of our understanding to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.
We have not verified the correctness, appropriateness and basis of financial records, books of accounts and decisions taken by the Board and by various committees of the Company during the period under scrutiny. We have checked the Board process and compliance management system to understand and to form an opinion as to whether there is an adequate system of seeking approval of respective committees of the Board, of the Board, of the members of the Company and of other authorities as per the provisions of various statutes as mentioned hereinafter.
Wherever required we have obtained the management representation about the compliance of the laws, rules and regulations and happening of events, etc.
The Compliance of the provisions of Corporate and other applicable laws, rules, regulations and standards is the responsibility of the management. Our examination was limited to the verification of compliance procedures on test basis.
Our report is neither an assurance as to the future viability of the Company nor of the e?cacy or e?ectiveness or accuracy with which the management has conducted the a?airs of the Company.
We report that, we have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31.03.2016 according to the provisions of:
The Companies Act, 2013 (the Act) and the rules made there under;
Secretarial Standards (SS – 1and SS-2) as issued by The Institute of Company Secretaries of India and which became e?ective from 01.07.2015.
The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
Foreign Exchange Management Act, 1999 and the rules and regulation made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
Further, to the best of our knowledge and understanding there are adequate systems and processes in the Company commensurate with its size and operation to monitor and ensure compliances with applicable laws including general laws, labour laws, competition law, environments laws, etc.
During the period under review the Company in general has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above, except that :
the Company has not made the requisite expenditure towards the Corporate Social Responsibility (CSR) in terms of Section 135 of the Companies Act, 2013;
the resolution for the appointment of Company Secretary was not in terms with the provisions of Section 179(3) of the Companies Act, 2013;
resolution for making inter-corporate investment was not filed with the o?ce of the Registrar of Companies. The shares of the Company are not listed with any stock exchange.
We further report that :
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.
There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that :
issued 1,00,00,000 Equity Shares of Rs. 125 each (Including Premium of Rs. 115 Per Share) on preferential basis on 25.05.2015;
the Company has invested in EMC Saudi LLC and EMC MBE Contracting Co. LLC during the period under report.


For A. K. LABH & CO.
Company Secretaries

CS A. K. LABH
Place : Kolkata   Practicing Company Secretary
Dated : 31-08-2016  FCS – 4848 / CP No.- 3238














MGT - 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2016
[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules]

All the business acativities contributing 10% or more of the total turnover of the company shall be stated :

i) Category-wise Shareholding

Shareholding of Promoters

Change in Promoters' Shareholding

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding of Directors and Key Managerial Personnel :

Remuneration to Managing Director, Whole-time Directors and/or Manager:

Remuneration to other Directors

Remuneration to Key Managerial Personnel other than MD/Manager/WTD