Directors Report of Symphony Ltd.

Key Financials as on March 31, 2022

Shareholders'' Reward Policy

D2C:

LSV:

Marketing:

Service:

Overseas Business:

(i) Climate Technologies Pty Limited, Australia (CT):

(ii) IMPCO S. de R.L. de C.V. (IMPCO), Mexico

(iii) Guangdong Symphony Keruilai Air Coolers Co. Ltd, (GSK), China

(iv) Symphony Climatizadores Ltda, (SCL) Brazil

i. Criteria for evaluation of Board

ii. Criteria for evaluation of Committee

iii. Criteria for evaluation of Directors

Enter the first few characters of Company and click 'Go'

Mar 31, 2023

The directors take immense pleasure in presenting the 36^th Annual Report of the Company together with the audited standalone and consolidated financial statements, showing the financial position of the Company for the financial year ended March 31,2023.

Highlights of results and state of company''s affairs

(Rs. in Crores)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations & Other Income	930.60	679.18	1,237.79	1,079.01
Profit before Financial Charges, Depreciation & Taxation	222.49	152.94	188.62	200.62
Less: Financial Charges	0.77	0.96	10.23	8.92
Less: Depreciation & Amortisation Expenses	5.58	5.68	26.45	24.18
Profit Before Tax	216.14	146.30	151.94	167.52
Less: Income Tax	50.14	31.68	51.46	35.25
Less: Provision for Tax of Earlier Years	(0.05)	0.72	(0.05)	0.72
Less: Deferred Tax	1.25	3.09	(15.35)	10.69
Profit After Tax	164.80	110.81	115.88	120.86
Less: Non-controlling Interest	-	-	(0.54)	0.55
Profit After Tax Attributable to the Shareholders	164.80	110.81	116.42	120.31
Other Comprehensive Income	(0.05)	(0.11)	(0.33)	0.28
Total Comprehensive Income for the Year	164.75	110.70	116.09	120.59
Add: Balance as per Last Year''s Balance Sheet	758.77	697.04	760.93	689.31
Amount Available for Appropriation	923.52	807.74	877.02	809.90
Less: Dividend	69.96	48.97	69.96	48.97
Less: Gain/(Loss) on Acquisition of Interest in Subsidiary	-	-	(0.04)	-
Less: Buyback Expenses	0.28	-	0.28	-
Surplus in Statement of Profit and Loss	853.28	758.77	806.82	760.93

Key Financials as on March 31, 2023

Your Company, along with its subsidiaries, has a global presence in four continents. The Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the Ind AS that are applicable. The consolidated revenue from operations along with other income stood at H1,237.79 Crores (PY H1,079.01 Crores). The profit after tax was H115.88 Crores (PY H120.86 Crores). The standalone revenue from operations along with other income stood at H930.60 Crores (PY H679.18 Crores). The profit after tax was H164.80 Crores (PY H110.81 Crores).

The highlights of the key financials are as under:

(H in Crores except per share data)
Particulars	Standalone	Consolidated
Equity Share Capital	13.99	13.99
Net Worth	912.01	880.91
Book Value Per Equity Share	130.37	125.92
Earnings Per Share (EPS)	23.56	16.64
Investments	628.68	526.86

Contribution To Exchequer

Your Company has contributed a sum of H113.04 Crores to the exchequer during the financial year 202223 by way of duties and taxes on a standalone basis.

Transfer To Reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2022-23 in the profit and loss account.

Dividend

During the period under review, the Board of Directors has declared two interim dividends aggregating to H4.00/- (200%) per share, and a bifurcation is as under:

Date of	Interim dividend	% of
declaration	amount per share (in H)	dividend
July 26, 2022	2.00	100
October 20, 2022	2.00	100

The Board has recommended a final dividend of H1.00 (50%) per equity share having face value of H2.00 each subject to approval of members at their ensuing annual general meeting for the financial year ended on March 31, 2023.

The aggregate dividend for the financial year ended on March 31, 2023, on approval of the proposed final dividend at the ensuing annual general meeting, would be H5.00/- (250%) [including interim dividends of H4.00 (200%)] per share.

The total pay out towards dividend for the financial year 2022-23 would be H34.88 Crores, and towards buyback of shares would be ~ H248.70 Crores (including buyback tax and incidental expenses), translating into a total payout of H284 Crores i.e., 244% on consolidated net profit.

Shareholders'' Reward Policy (Including Dividend Distribution Policy)

Symphony believes in maintaining a fair balance over a long-term period between pay-out/reward to the shareholders and cash retention. The Company has been conscious of the need to maintain consistency in pay-out/reward to the shareholders. The quantum and manner of pay-out/reward to shareholders of the Company shall be recommended by the Board

of Directors of the Company. During the year under review, the Board has approved and revised the Shareholders'' Reward Policy (Dividend Distribution Policy) and decided to distribute at least 60% of Profit After Tax (PAT) (previously it was ''upto 50% of the PAT'').

The Shareholder''s Reward Policy (including Dividend Distribution Policy) can be accessed at https:// www.symphonylimited.com/wp-content/ uploads/2023/02/Shareholders-reward-policy.pdf

Buyback Of Shares

During the year under review, the Board has approved the buyback of equity shares in their meeting held on February 8, 2023. The same has been subsequently approved by the shareholders through special resolution dated March 15, 2023, passed through postal ballot/remote e-voting. Your Company will buy back equity shares of the Company not exceeding 10,00,000 for an aggregate amount of H200 Crores, being 24.76% and 24.69% of the aggregate of the fully paid-up equity share capital and free reserves as per the last audited financial statements of the Company as on March 31, 2022 on standalone and consolidated basis respectively at a price of H2,000/- per equity share.

The buyback will be made from all existing shareholders of the Company as on March 29, 2023, this being the record date for the purpose of buyback. The Buyback will be done on a proportionate basis through the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder. The Company has announced the opening of its buyback offer starting from May 3, 2023 to May 17, 2023. The pre-buyback paid up capital of the Company is H13,99,14,000/-, divided into 6,99,57,000 equity shares, and after extinguishing 10,00,000 equity shares, the post-buyback paid up share capital will be H13,79,14,000/-, divided into 6,89,57,000 equity shares.

Material Changes and Commitment

There have been no material changes or commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this report, to which the financial statements relate. There has been no change in the nature of the business of the Company.

Performance Review - India Business

The Company encountered a mixed performance in its global and Indian markets during the year under review. The performance represented a validation of the Company''s multi-geography business model, where the improved performance in one geography was complemented by a temporary downtrend in another and where the coherences of one geography were shared with another, making it possible to report a creditable overall performance.

India played the role of a dependable complement at a time when global revenues appeared erratic. The Company surpassed sales level of FY 2019-20, the previous high, during the year under review. The Company expected a strong finish in March 2023, which usually signals the start of the summer in various parts of India, but the month was unusually cool, resulting in subdued sales.

The Company prepared for this climatic turn by expanding the GT network width and depth. The Company also invested in enhancing its modern trade including e-commerce and D2C exposure, which should play out attractively during the current financial year.

Household Coolers:

The year started with lower inventory with the channel partners. The business sentiments were restored to how they were in the pre-Covid days. Good market sentiments have resulted in early investments from general trade customers. Secondary schemes that were rolled out early resulted in early placement during the off-season period. The distributor, dealer and town categorisation has helped to focus on priority markets and customers. The e-com, modern trade, and regional chain stores are adding desired growth and expanding customer base as well as number of stores.

Direct to Consumer (D2C):

Symphony''s direct-to-consumer (D2C) segment is one of the most exciting dimensions of its evolving business model. In a world where consumers seek disintermediation and prefer to buy directly off the internet, Symphony engages directly. The Company''s D2C platform facilitates personalized communication (email, text messages, and chats), which makes it possible to connect with consumers directly. The Company recognizes that this direct interface empowers it to decode and respond to market realities with speed.

Besides, Symphony''s D2C segment enhances brand flexibility in terms of product and service innovation with fewer limitations than traditional distribution channels. By bypassing intermediaries, the platform provides the Company with a direct understanding of customer shopping needs, purchase habits, and brand experience.

E-commerce:

The facility to compare products and buy from e-commerce marketplaces is emerging as one of the powerful revenue drivers of most companies.

In line with this development, Symphony enhances its e-commerce visibility. The Company''s digital marketing (social media, email, and search engine optimization) increased brand awareness and website traffic.

Large Space Venti Cooling (LSV):

The LSV division of Symphony consolidated its position in the market, creating awareness and taking advantage of being the first mover from the organized segment in industrial and commercial air coolers, in the domestic market. We substantiated our position by participating in relevant exhibitions, acquiring leads through digital platforms, and using the News18 network platform to subtly market our brand and products among the MSME segment. We have also initiated a path of improvement of the quality of sales by providing free ''preventive maintenance''services to all new customers; we have selected existing customers to present an aura of customer delight, along with developing a very robust audit system for controlling the quality of installations at customers'' chosen locations, so that they enjoy the best performance of our products. We have restructured the entire lead tracking process in our sales CRM and developed a new CRM for updating and tracking our regular customers'' post-sales services, installations, and preventive maintenance services. On the sales team front, we have recalibrated selected team members to handle the management of key accounts and a quartet of them as ''sector experts'' to bring in focus for large pan India businesses as well as sector specific businesses.

Service:

During the year under review, your Company has initiated auto generated installation and subsequent four free preventive maintenance calls through the CRM to increase product life and satisfaction levels of our valued customers using our LSV coolers (industrial

coolers). The Company has developed "Koolz" â the first ever liquid descaling cleaner for air coolers, and has initiated the sale of cooler covers and accessories to its customers. The Company has introduced a single ticketing solution mobile app for fast response to escalations/feedbacks received from our customers.

Export:

One of the most attractive emerging markets for cooling products is that of Europe, where a heat wave in 2022, during the course of short intensive summer enhanced visibility for the portable cooler. This cooling alternative found traction because it did not warrant construction alterations and could be plugged in and operated with convenience. The opening of the Gulf Corporation Council (GCC) market was addressed with a representative in Dubai. Even as the Company was faced with attractive demand in countries like Egypt, Sri Lanka, Myanmar, and Iraq, exports were restricted on account of currency and economic imbalances in these and other countries. The ongoing Ukraine war also impacted sales, as most customers curtailed their purchases due to uncertainties. Global supply chain disruptions and the unusually high sea freight costs also affected international sales.

Performance review â subsidiaries(i) Climate Technologies Pty Limited (CT), Australia:

The Company''s performance in this geography was most challenged on account of a convergence of a multitude of factors. Sales in Victoria, the largest market for the Company''s products in Australia, were affected by possibly the longest lockdown imposed anywhere in the world (more than 260 days), affecting sales, installation, and service. The state encountered floods in November and December, 2022, losing a part of the summer in Australia that begins around that time. The pandemic-induced sluggishness and commodity inflation affected the viability of real estate companies; some of the ten largest property developers in Australia were affected by bankruptcy, staggering the rollout of new homes. However, there are indications that the worst is over. The Company launched new portable products that should widen the portfolio for prospective sales. The Company is also

working on product outsourcing arrangements that should enhance asset lightness and viability, the benefits of which are likely to show in the near future.

(ii) Bonaire USA LLC, USA (BUSA):

The Company encountered a revenue challenge on account of the economic slowdown. The late onset of the summer resulted in a slowing of offtake; retailers turned conservative and slowed orders indent, preferring to draw on existing inventory instead. However, this phase is expected to be transitory; once demand revives, a projected stock out could promote the large retailers to build inventories. The Company strengthened its business by widening its SKU and category coverage; it also broad-based by accessing other retailers and moving from offline engagement to online. The Company is in the process of working with Amazon to position products and push sales; it piloted the launch of direct-to-consumer (D2C) store that should translate into enhanced online revenues across the foreseeable future.

(iii) IMPCO S. de R. L. de C. V. (IMPCO) Mexico:

The Company performed creditably with a ~ 15% increase in revenues from this geography. Even as the business in this country was challenged by increased material and freight costs, which peaked, and imports into Mexico from India became expensive, the business responded by raising sticker prices. This increase helped cover a part of the product inflation during the year. The Company enhanced sale of heaters where it established an attractively high realization that helped cover some costs for the moment, and created the prospect of superior performance once the cost curve begins to taper.

(iv) Guangdong Symphony Keruilai Air Coolers Co. Ltd. (GSK), China:

The challenges of enhancing your Company''s presence in this geography were related to the pandemic surge, and decline in trade engagements with the USA. The combined impact of these realities affected industrial and commercial investments, translated into a weaker offtake for cooling equipment. It is only at the end of the year under review that operations began

to normalize. The Company responded creditably: it has moderated its cost of doing business strengthening it for an impending rebound. This resilience indicated that the Company, using its lower cost structure and cross-geography synergies, is fitter, leaner, and attractively placed to capitalize on the impending national economic recovery.

(v) Symphony Climatizadores Ltda, (SCL), Brazil

Brazil is the largest economy in South America and is an important market for Air coolers. Many brands sell residential and commercial air coolers which are mainly imported from China. There is a market for Industrial air coolers too. SCL has been established to tap this air cooler market. It imports range of portable and industrial coolers from Symphony India and from GSK China and distributes in the local market. Offering high quality products at competitive prices has been the strategy of SCL.

During the year, the team was strengthened with experienced personnel coming on-board. The business also got increased over the previous year. New customers were roped in, and marketing and brand building activities were also carried out. The distribution network is being expanded and further growth is anticipated.

Awards and Accolades

â¢ Symphony has been recognized among the Top 50 organizations for India''s Best Workplacesâ¢ in Manufacturing 2023.

â¢ Symphony won the "Best Creativity" award in the Consumer Durables and Electronics category at the e4M Primetime Awards 2022.

â¢ Symphony won the "Best FMCD & FMCE Campaign" award at the #ImpactDigitalInfluencer Awards 2022.

Management Discussion and Analysis Report

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the financial year ended on March 31, 2023, is part of this annual report.

Corporate Governance

Your company believes in conducting its affairs in a fair, transparent, and professional manner and maintaining good ethical standards, transparency, and accountability in its dealings with all its constituents. Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Corporate Governance Report for the financial year ended on March 31, 2023, is part of this annual report.

The requisite certificate obtained from the practising company secretaries confirming compliance with the conditions of corporate governance is attached with the report on corporate governance.

Subsidiaries

Your company has six overseas subsidiary companies, (i) IMPCO S. de R. L. de C.V., (IMPCO), Mexico, (ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China, (GSK) (iii) Symphony AU Pty Limited, Australia, (SAPL) (iv) Climate Technologies Pty Limited, Australia, (CT) (v) Bonaire USA LLC, USA (BUSA), and (vi) Symphony Climatizadores Ltda., Brazil (SCL). All subsidiaries are wholly owned subsidiaries of the Company.

During the year, the Company has purchased remaining 5% shares of Symphony AU Pty Limited, Australia from its existing investor and made it a wholly owned subsidiary of the Company. Accordingly, CT and BUSA have become first level wholly owned subsidiary and second level wholly owned subsidiary of the Company, respectively.

As per the requirements of Regulation 24 of the Listing Regulations, Mr. Naishadh Parikh, Independent Director of the Company continued to represent the Company on the board of its subsidiary companies viz. (i) Climate Technologies Pty Limited, Australia, and (ii) Symphony AU Pty Limited, Australia.

In accordance with Section 129(3) of the Companies Act, 2013 (''the Act''), the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company''s subsidiaries in Form No. AOC-1 is annexed to the financial statements of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays up to the date of the Annual General Meeting as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company, which can be accessed at https://www.svmphonvlimited.com/investor/ results/#1668762167371-3516390d-82bd

Corporate Social Responsibility

As required under Section 135 of the Act and the Rules made thereunder, the annual report on Corporate Social Responsibility containing details about the composition of the committee, CSR activities, amount spent during the year, and other details is enclosed as Annexure - 1. The Corporate Social Responsibility Policy is displayed on the website of the Company.

Auditors

The auditors'' report does not contain any qualification, reservation, or adverse remark and is self-explanatory; thus, it does not require any further clarifications/ comments.

During the year under review, the auditors have not reported to the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

Secretarial Audit Report

As required under the provisions of Section 204 of the Act, the Board of Directors of your Company had appointed M/s. SPANJ & Associates, practicing company secretaries, to conduct a Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2023, is annexed to the Board''s Report as Annexure - 2.

The secretarial auditors'' report does not contain any qualification, reservation, or adverse remark and is self-explanatory; thus, it does not require any further clarifications/comments.

Cost Auditors

During the year under review, the Company was not required to maintain cost records and hence, cost audit was not applicable; no manufacturing activities or services, covered under the Companies (Cost Records and Audit) Rules, 2014, have been carried out or provided by the Company.

Directors and Key Managerial Personnel

Mr. Achal Bakeri has been re-appointed as Managing Director for a period of five years w.e.f. December 1, 2022, by the members of the Company in their annual general meeting held on August 29, 2022.

Mr. Ashish Deshpande has been appointed as Independent Director of the Company for a second term of five years w.e.f. May 22, 2023 by the members of the Company by passing a special resolution dated March 15, 2023 through postal ballot.

Mr. Amit Kumar, Executive Director and Group CEO, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Ms. Reena Bhagwati was appointed as an Independent Woman Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 5 (five) years and will hold office up to February 4, 2024. Considering her knowledge, expertise, and experience and the substantial contribution made by her during her tenure as an Independent Director, the Nomination and Remuneration Committee and the Board has recommended re-appointment of Ms. Reena Bhagwati as an Independent Woman Director on the Board of the Company, to hold office for the second term of five consecutive years commencing from February 05, 2024 to February 04, 2029, and not liable to retire by rotation.

Brief profiles of Mr. Amit Kumar and Ms. Reena Bhagwati as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards - 1, are annexed to the notice convening the Annual General Meeting,

which forms part of this Annual Report. Your directors recommend their appointment/reappointment.

Annual Return

In accordance with Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the Company has been placed on the website of the Company and can be accessed at

https://www.svmphonvlimited.com/investor/

shareholding-information/#1648619612073-

f3dd9dca-7d0e

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable Indian accounting standards have been followed and there are no material departures from the same;

(b) they 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 period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act read with rules made thereunder for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

Meetings of the Board

Four meetings of the Board of Directors of the Company were held during the year under review. The details of composition, meetings, and attendance, along with other details of the Board have been reported in the Corporate Governance Report, which is annexed to the Board''s Report.

Your Company has complied with the Secretarial Standards as applicable to the Company, pursuant to the provisions of the Act.

Audit and other Committees

The audit committee comprises Mr. Naishadh Parikh (Chairman), Mr. Ashish Deshpande, Ms. Reena Bhagwati, and Mr. Santosh Nema as members. In accordance with the provisions of Section 177(8) of the Act and Listing Regulations, the Board has accepted all the recommendations of the audit committee during the financial year 2022-23.

The details of composition, meetings, and attendance, along with other details of the audit committee and other committees, are reported in the Corporate Governance Report, which is annexed to the Board''s Report.

Nomination and Remuneration Policy

The Company has framed the Nomination and Remuneration Policy for appointment of directors, key managerial personnel, and senior management personnel, their remuneration, and the evaluation of directors and the Board. The said policy is part of the Corporate Governance Report.

Particulars of Loans, Guarantees, Security, or Investments

The liquidity position of your company is fairly comfortable and therefore the surplus funds were invested to generate returns. The Company has given loans and provided guarantee and security to the subsidiary companies for general business purposes.

Details of loans, guarantees, and investments under the provisions of Section 186 of the Act as on March 31, 2023, are set out in notes numbered 4, 9, and 35 of the Standalone Financial Statements of the Company.

the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of the Board, the committee and all directors of the Company as required under the Act and the Listing Regulations.

i. Criteria for evaluation of the Board

Criteria for evaluation of the Board broadly covers the competency, experience, qualification of the director, diversity of the Board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, and evaluation of risks, among other things.

ii. Criteria for evaluation of the committee

Criteria for evaluation of the committee covers mandate and composition, effectiveness, structure and meetings, independence of the committee from the Board, and contribution to the decisions of the Board.

iii. Criteria for evaluation of directors

These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, participation at meetings, knowledge and skills, personal attributes, leadership, and impartiality, among other things.

The Board of Directors have expressed their satisfaction with the evaluation process.

Declaration by Independent Directors

Independent directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Act and Listing Regulations, as amended from time to time.

Vigil Mechanism

The Company has established a vigil mechanism (Whistle Blower Policy) to provide adequate safeguards against victimization and to provide direct access to the chairman of the audit committee in appropriate cases. This mechanism is available on the website of the Company.

Particulars of contracts or arrangements with related parties

All transactions entered with Related Parties during the year under review were on an arm''s length basis, and in the ordinary course of business. The same were placed before the audit committee and before the Board for their approval. The Company has also obtained omnibus approval on a yearly basis for transactions which are of a repetitive nature. All Related Party Transactions are placed before the audit committee and the Board for review and approval on a quarterly basis.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company. The disclosure of related party transactions as required under Section 134(3)(h) of the Act is not applicable to your Company. Members may refer to note number 35 of the standalone financial statement, which sets out related party disclosures pursuant to Ind AS.

Transactions with persons or entities belonging to the Promoter/Promoter Group which holds 10% or more shareholding in the Company, have been disclosed in the accompanying financial statements.

Risk Management

As per the requirement of the Listing Regulations, the Company has constituted the Risk Management Committee. The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing/mitigating these risks. The Company also periodically reviews its process for identifying, minimizing, and mitigating risks. The Board of Directors of the Company have framed a risk management policy that is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

Annual Performance Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance, its committees, and all the directors of

Details of significant and material orders passed by the regulators or courts or tribunals

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Particulars of Employees

The statement of disclosure of remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), are set out as Annexure - 3 to the Board''s Report.

The statement of disclosures and other information as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Rules is part of this report. However, as per the second proviso to Section 136(1) of the Act and the second proviso of Rule 5(3) of the Rules, the report and financial statement are being sent to the members of the Company, after excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the company secretary at the registered office of the Company.

Internal financial controls and their adequacy

The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to the Company''s policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. These are reviewed by the statutory auditor and internal auditor at regular intervals and by the audit committee.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your company has in place an anti-sexual harassment policy, in line with the requirements of The Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal complaints committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received or disposed of during the year under review; there were no pending complaints till the end of the financial year, either.

Application made or any proceeding pending under the insolvency and bankruptcy code

As on date of the Report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2022-23.

Deposit

The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest were outstanding as on March 31,2023.

Insurance

The insurable interests of the Company including building, plant and machinery, stocks, vehicles, and other insurable interests are adequately covered.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are given as Annexure - 4.

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and Sustainability Report for the financial year 2022-23, as stipulated under Regulation 34 of the Listing Regulations is annexed to this report as Annexure - 5.

Appreciation

The directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your

Company. The directors also wish to place on record their deep sense of appreciation to the shareholders, OEMs, dealers, distributors, service franchises, CFA, consumers, banks, and other financial institutions for their continued support.

Mar 31, 2022

Your directors are pleased to present the Company''s 35^th Annual Report on business and operations, together with the audited financial statements for the year ended March 31,2022.

Highlights of results and state of company''s affairs

(Rs. in crores)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations & Other Income	679.18	523.59	1079.01	931.24
Profit before Financial Charges, Depreciation & Taxation	152.94	152.37	200.62	163.27
Less: Financial Charges	0.96	0.08	8.92	10.71
Less: Depreciation & Amortisation Expenses	5.68	5.16	24.18	21.42
Profit Before Tax	146.30	147.13	167.52	131.14
Less: Income Tax	31.68	34.85	35.25	35.67
Less: Provision for tax of earlier years	0.72	(0.90)	0.72	(0.90)
Less: Deferred Tax Liability	3.09	0.83	10.69	(11.01)
Profit After Tax	110.81	112.35	120.86	107.38
Less: Non-controlling Interest	-	-	0.55	0.04
Profit After Tax attributable to the shareholders	110.81	112.35	120.31	107.34
Other comprehensive income	(0.11)	0.38	0.28	0.31
Total comprehensive income for the year	110.70	112.73	120.59	107.65
Add: Balance as per last year Balance Sheet	697.04	591.31	689.31	588.66
Amount available for appropriation	807.74	704.04	809.90	696.31
Less: Dividend	48.97	7.00	48.97	7.00
Surplus in statement of profit and loss	758.77	697.04	760.93	689.31

Your Company, along with its subsidiaries, has a global presence. The Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the Ind AS that are applicable. The consolidated revenue from operations along with other

income stood at H1,079.01 crores (PY H931.24 crores). The profit after tax was H120.86 crores (PY H107.38 crores). The standalone revenue from operations along with other income stood at H679.18 crores (PY H523.59 crores). The profit after tax was H110.81 crores (PY H 112.35 crores).

The Board has recommended a final dividend of H6.00 (300%) per equity share having face value of H2/- each subject to approval of members at their ensuing annual general meeting for the financial year ended on March 31, 2022.

The aggregate dividend for the financial year ended on March 31, 2022, on approval of the proposed final dividend at ensuing annual general meeting would be H9.00 (450%) [including interim dividends of H3.00 (150%)] per share amounting to H62.96 crores. The total payout towards dividend for the financial year 202122 would be H62.96 crores translating into a dividend payout of 52% on consolidated net profit which is in line with the dividend payout as mentioned in the Dividend Distribution Policy of the Company.

The highlights of the key financials are as under:	(H in crores except per share data)
Particulars	Standalone	Consolidated
Equity Share Capital	13.99	13.99
Net Worth	826.43	844.81
Book Value Per Equity Share	118.13	120.76
Earnings Per Share (EPS)	15.84	17.20
Investments	597.00	500.03

Contribution to exchequer

Your Company has contributed a sum of H83.82 crores to the exchequer during the financial year 2021-22 by way of duties and taxes on a standalone basis.

Transfer to reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2021-22 in the profit and loss account.

Dividend

During the period under review, the Board of Directors has declared two interim dividends aggregating to H3.00 (150%) per share and a bifurcation is as under:

Date of Declaration	Interim Dividend Amount per share (in H)	% of dividend
October 26, 2021	1.00	50
January 25, 2022	2.00	100

Symphony believes in maintaining a fair balance over a long-term period between pay out / reward to the shareholders and cash retention. The Company has been conscious of the need to maintain consistency in pay-out / reward to the shareholders. The quantum and manner of pay out / reward to shareholders of the Company shall be recommended by the Board of Directors of the Company.

The Shareholder''s Reward Policy (including Dividend Distribution Policy) can be accessed at https://docpdfs. s3-ap-southeast-1.amazonaws.com/symphony/ Corporate-Governance/CorpGov_13121322387.pdf

Material changes and commitment

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this report, to which the financial statements relate.

Performance Review - India Operations Household Coolers:

This year the summer arrived early and there has been a consistent streak of hot days. This is helping in reducing the channel stock rapidly. Due to the good season and lack of any disruptions such as COVID-19, the general market and consumer sentiment is very good across India. In addition to this, the Company has taken a new initiative in collaboration with the Government of India''s CSC Grameen E-Stores. This will help us penetrate the vast and yet untapped rural markets. Our increased focus on Movicool commercial coolers is bearing fruits. Furthermore, the Company brought in several automations for expediting the commercial processes.

The Modern Trade vertical is doing extremely well with the e-commerce segment having clocked a 30% growth over the last year.

A revamped and redesigned D2C platform was launched on Jan 15, 2022, as a pureplay e-commerce shop. By mid-March, we surpassed the previous year''s D2C orders both in terms of value and volumes. We started the process to bring in exclusive products on D2C portals in tune with our Different Model Different Channel (DMDC) strategy. Furthermore, we have launched 12 new D2C exclusive products in the peak summer of 2022. The Company has also launched nocost EMI schemes with major banks and NBFCs to help customers buy our products on worry-free instalments. The Company has launched Cash on Delivery (COD) to tap into the larger e-commerce savvy market. The Company has forged a tie-up with Disney, Marvel and Greengold to bring their characters like Cinderella, Spiderman, Ironman and Chhota Bheem to our select coolers targeting the young children and teenage market.

Your Company rechristened its B2B division as "Large Space Venticooling" and revamped the overall positioning strategy. The Company has appointed Champion Sales Dealers across India to strengthen its distribution network. An altogether new website www.symphonyventicool.com has been launched as a repository of knowledge and resources about the category. A brand-new TV commercial was shot and aired on national channels to build mass awareness along with the usual performance marketing campaign.

The Company has launched an exciting new campaign drawing synergies between India''s favorite snacks and the cost of running a cooler per day. The objective was to convey consumer benefits while contextualizing the low running cost of air coolers. We roped in ace cricketers Harbhajan Singh and Shikhar Dhawan to create hyper personalized videos for over 2300 retailers to deepen our bond with them. Your Company has commissioned multiple market research projects like to gather insights at category level and brand level that will help us craft a more robust strategy for the coming year. The Company has initiated digital performance marketing campaigns in key international markets to generate B2C and B2B leads. The Company has set up

business intelligence tools to track our performance on social media and e-commerce portals. The Company has Introduced new models exclusively for e-commerce and modern trade. A unique table-top personal cooler Duet was launched in manual, touchscreen and remote control avatars.

This year with micro level planning and execution, your company has been able (i) to reduce waiting time for our valuable customers, (ii) to achieve an average queue time of 15 seconds, down from 80 seconds. To streamline the process of customer contact for various after sales activities like registration of service request, inquiry on warranty, extended warranty, and, spare prices, the Company has expanded our call centre network from one call centre based in Ahmedabad to additional call centers, one each at Noida and Hubli. For our trade partners, the Company has provided an additional feature of call registration for stock as well as service request registration for their customers through the Symphony mobile app.

During the year, the revenue from operations of International Business, excluding sales to subsidiaries, was US$3.371 mn. There has been a nominal growth of 5% from the previous year. The prevailing pandemic and large carry forward inventory in some Asian and African countries has affected the growth. The situation in Sri Lanka, the lockdown in Nepal, the forex situation in Egypt, and the war in Ukraine and Russia have majorly impacted the business from those countries. However, the recovery is becoming visible in other markets and the outlook is optimistic. Along with the easing-off of travel restrictions and the strengthening of our IB team, we expect the business to reach pre-pandemic levels.

SEZ Unit

In 2020, the Company had discontinued its operations from the Kandla SEZ unit. During the year under review, your Company has completed all requisite procedures for the closure of the Kandla SEZ unit.

Performance Review- Overseas Operations

On YoY basis, Climate Technologies'' group business sales grew by 8%, mainly on account of the USA market growth. However, domestic Australia market

sales decreased more than was anticipated, due to adverse market situations in Australia. COVID-19 related extended lockdowns in the key market of Melbourne, Victoria posed challenges related to product installations, thus bringing down installed products'' sales. The negative growth in the new homes market due to the construction industry''s prolonged shutdown, along with a colder summer season have also affected sales. However, this was partially compensated through a growth in sales of portable air coolers to channel partners, Bunnings, and others. CT has planned a stronger presence in the Sydney, NSW market by appointing sales representation there and contracting with a third-party logistics company. Sydney is a strong market for portable spot coolers. .

The EBIDTA stood at 10% of gross revenue and witnessed growth as compared to the previous year. With an objective to improve EBITDA growth further in FY23, the following product initiatives have been planned including (a) completing the outsourcing of metal parts fabrication to China; (b) further expanding Climate Technologies'' presence in the Australian refrigerated air conditioning market; (c) expanding the Symphony India air cooler product offering in the USA; (d) expanding the Symphony India air cooler product offering in Australia; (e) expanding the Australian domestic retail product range to include other portable heating and cooling products, leveraging the well-known Bonaire brand name; and (f) complete the organizational restructure of the business and outsourcing of a large part of the manufacturing to further reduce fixed and variable costs.

During this year, the sales grew by 38% mainly on account of increased sales prices of 25% for heater products and 30% for coolers. The YTD contributions (and hence the profitability) improved in spite of increased input costs (RM as well as ocean freights), this was supported by (a) an aggressive price increase and (b) favorable product mix.

Two new locally manufactured products were launched, an 80-liter tank air cooler and a unique to market window cooler with 3 speeds and swing, both delivering very good market results.

The Company expects good market share in its new product categories such as heaters and fans,

which have already been launched in the market. Further, the Company is in the process of launching a range of washing machines in the current fiscal. The Company expects non-volatility in the Mexico peso-to-US dollar rate in the coming year. Also, the Company is working on localizing the manufacture of some more product SKUs (capex has already been allocated for this purpose) that would then allow us to save freight costs against import, while also enabling us to provide competitive offerings in the Mexico market.

This year, we witnessed no growth in the top line. In fact, it decreased marginally, owing to adversities of various kinds in the China market. Industrial activity in general, in China, is not yet back to normal.

We are working on value engineering and alternate supply chain initiatives to address the margin improvements. Household products have been phased out from GSK in Q3, 2021 and GSK will focus on the industrial air coolers business. We have downsized the organization and made it leaner.

Through the above listed initiatives, we aim to achieve adequate sales in the next year to get a cash break even once again (we already had a cash break-even two years ago). E-commerce growth in China is robust, which requires rapid growth of warehousing space; these warehousing spaces are air cooled. The growing demand in the warehousing sector is reasonably compensating the slack in demand in the industrial sector in the domestic market in China. Despite strict lockdowns within China, GSK held the 2022 technology seminar successfully to introduce air coolers with IOT technology, the tool for online selection of coolers, and BIM design technology. GSK was recognized by National Sci-Tech Department as the high-technology enterprise during the year.

from Symphony India and from GSK China and distributes them in the local market. Offering high quality products at competitive prices has been the strategy of SCL. The market is now looking up after two years of the COVID-19 impact, and it now has an optimistic outlook.

Awards and Accolades

â¢ E4M: Pride of India Brands, The Best of Bharat Awards, 2022.

â¢ Our plant is compliant with QSA (Quality System Assessment), RESA (Retail Ethical Sourcing Assessment), and CTPAT (Custom-Trade Partnership Against Terrorism) to cater to the needs of US retail.

â¢ Products are designed and compliant with international quality standards and are duly certified by certifying agencies like UL (Underwriter''s laboratory), Intertek, Bureau Veritas.

â¢ All US export products are compliant with CEC''s (California Energy Commission) requirement and FCC''s (Federal Communications Commission) requirement.

â¢ ISO 9001: 2015 certification for quality management and systems for its design, sales, marketing and after sales services of air coolers, certified by BVC.

â¢ Information Security Management System certification ISO -27001 by Bureau Veritas Certification Holding SAS UK.

Management Discussion and Analysis Report

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis Report for the financial year ended on March 31, 2022, is part of this annual report.

Corporate Governance

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the Corporate Governance Report for the financial year ended on March 31, 2022, is part of this annual report.

The requisite certificate obtained from the Practising Company Secretaries confirming compliance with the

conditions of Corporate Governance is attached with the report on Corporate Governance.

Subsidiaries

Your Company has six overseas subsidiary companies, (i) IMPCO S. de R. L. de C.V., (IMPCO), Mexico, (ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China, (iii) Symphony AU Pty Limited, Australia, (iv) Climate Technologies Pty Limited, Australia, (v) Bonaire USA LLC, U.S.A. and (vi) Symphony Climatizadores Ltda., Brazil.

As per the requirements of Regulation 24 of the SEBI Listing Regulations, the Company has appointed Mr. Naishadh Parikh, Independent Director of the Company on the board of its subsidiary companies viz. (i) Climate Technologies Pty Limited, Australia and (ii) Symphony AU Pty Limited, Australia.

Further, during the year the Company has appointed Mr. Girish Thakkar, Chief Financial Officer as director of (i) Climate Technologies Pty Limited, Australia and (ii) Symphony AU Pty Limited, Australia, w.e.f. September 30, 2021 in place of Mr. Bhadresh Mehta who has been retired as Chief Financial Officer of the Company.

In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form No. AOC-1 is annexed to the financial statements of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.symphonylimited.com.

Auditors

The Auditors'' report does not contain any qualification, reservation or adverse remark and is self-explanatory, thus, it does not require any further clarifications/ comments.

Cost Auditors

Corporate Social Responsibility

As required under Section 135 of the Companies Act, 2013 and the rules made thereunder, the annual report on Corporate Social Responsibility containing details about the composition of the Committee, CSR activities, amount spent during the year and other details is enclosed as Annexure - 1. The Corporate Social Responsibility Policy is displayed on the website of the Company.

Secretarial Audit Report

As required under the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company had appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to conduct a Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2022, is annexed to the Board''s Report as Annexure - 2.

The Secretarial Auditors'' report does not contain any qualification, reservation or adverse remark and is self-explanatory, thus, it does not require any further clarifications/comments.

Directors and Key Managerial Personnel

Mr. Nrupesh Shah has been re-appointed as an Executive Director for a period of five years effective from November 1,2021, by the members of the Company in their annual general meeting held on August 10, 2021.

The Board had in its meeting held on June 19, 2021, approved the appointment of Mr. Amit Kumar as an Additional Director and designated him as Executive Director and Group CEO of the Company with effect from August 2, 2021 for a period of five years which was

subsequently approved by the members in their AGM held on August 10, 2021.

Mr. Achal Bakeri was re-appointed as Managing Director for a period of five years effective from December 1, 2017, pursuant to which his present term will be expiring on November 30, 2022. The Board of Directors has reappointed Mr. Achal Bakeri as Managing Director of the Company for a period of five years from December 1, 2022 subject to approval of members and concerned authorities including the Central Government, as may be acquired.

Mr. Nrupesh Shah, Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief profiles of Mr. Achal Bakeri and Mr. Nrupesh Shah as required under Regulation 36 (3) of the Listing Regulations and Secretarial Standards - 1, are annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report. Your directors recommend their appointment / re-appointment.

During the year under review, Mr. Bhadresh Mehta, Chief Financial Officer - Global has retired w.e.f. September 30, 2021 on attaining superannuation age. The Board placed on record its appreciation and gratitude for the services and contribution rendered by him during his tenure as Chief Financial Officer - Global of the Company.

Mr. Girish Thakkar has been promoted and appointed as Chief Financial Officer of the Company w.e.f. October 1,2021.

Annual Return

In accordance with Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https:// www.symphonylimited.com/annual-reports-related-documents

Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2022, the applicable Indian accounting standards have been

followed and there are no material departures from the same;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Meetings of the Board

Six meetings of the Board of Directors of the Company were held during the year under review. The details of composition, meetings, and attendance, along with other details of the Board have been reported in the Corporate Governance Report, which is annexed to the Board''s Report.

Your Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Companies Act, 2013.

Audit and Other Committees

The Audit committee comprises Mr. Naishadh Parikh, Chairman, Mr. Ashish Deshpande, Ms. Reena Bhagwati and Mr. Santosh Nema as members. In accordance with the provisions of section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2021-22.

The details of composition, meetings, and attendance, along with other details of the Audit Committee and other committees are reported in the Corporate Governance Report which is annexed to Board''s Report.

Nomination & Remuneration Policy

The Company has framed Nomination & Remuneration Policy for appointment of directors, key managerial personnel and senior management personnel, their remuneration and evaluation of directors and Board. The said policy is part of the Corporate Governance Report.

Particulars of loans, guarantees, security or investments

The liquidity position of your Company is fairly comfortable and therefore the surplus funds were invested to generate returns.

The Company has given loan and provided guarantee and security to the subsidiary companies for general business purpose.

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act as on March 31, 2022, are set out in Note nos. 4, 9 and 36 to the Standalone Financial Statements of the Company.

Particulars of contracts or arrangements with related parties

All transactions entered with Related Parties for the year under review were on an arm''s length basis and in the ordinary course of business and the same were placed before the Audit Committee and also before the Board for their approval. The Company has also obtained omnibus approval on a yearly basis for transactions which are of repetitive nature. All Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

There are no materially significant related party transactions that may have potential conflict with interest of the Company. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 is not applicable to your Company. Members may refer to note no. 36 to the standalone financial statement which sets out related party disclosures pursuant to IND AS.

Transactions with person or entity belonging to the Promoter/ Promoter Group which holds 10% or more shareholding in the Company have been disclosed in the accompanying financial statements.

Risk Management

As per requirement of the Listing Regulations, Risk Management Committee has been constituted by the Company. The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company periodically reviews its process for identifying, minimizing and mitigating risks. The Board of Directors of the Company have framed a risk management policy and same is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

Annual performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, its committees and all directors of the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of Board, Committee and all directors of the Company as required under the Companies Act, 2013 and the Listing Regulations.

Criteria for evaluation of Board broadly covers the competency, experience, qualification of the director, diversity of the board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, evaluation of risks etc, among other things.

Criteria for evaluation of committee cover mandate and composition, effectiveness, structure and meetings, independence of the committee from Board and contribution to decisions of the Board.

Guangdong Symphony Keruilai Air Coolers Co. Limited (GSK)

SBLC facilities (Security provided)

Wholly Owned Subsidiary

35.00 (equivalent to US$ 5 million)

SBLC facilities to secure repayment of loan by GSK to SCB, China

Standard Chartered Bank (China) Limited

Corporate Guarantee

Wholly Owned Subsidiary

US$ 5 million

To secure repayment of loan availed by GSK, China WOS of the Company

These broadly covers qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, participation at meetings, knowledge & skill, personal attributes, leadership, impartiality etc, among other things.

The Board of Directors have expressed their satisfaction with the evaluation process.

Declaration by independent directors

Independent Directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and Listing Regulations as amended from time to time.

Vigil Mechanism

The Company has established a vigil mechanism to provide adequate safeguards against victimization and to provide direct access to the Chairman of the Audit Committee in appropriate cases. This mechanism is available on the website of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Particulars of employees

The statement of disclosure of remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out as Annexure - 3 to the Board''s Report.

being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Internal financial controls and their adequacy

The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to Company''s policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. These are reviewed by the Statutory Auditor and Internal Auditor at regular intervals and also by the Audit Committee.

Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received, disposed of during the year under review and pending as at the end of the financial year.

Deposit

The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest were outstanding as on March 31, 2022.

Insurance

The insurable interests of the Company including building, plant and machinery, stocks, vehicles and other insurable interests are adequately covered.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given as Annexure - 4.

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and Sustainability Report for the financial year 2021-22, as stipulated under Regulation 34 of the Listing Regulations is annexed to this Report as Annexure - 5. The Company has decided to publish the BRSR report from the current financial year onwards.

Appreciation

Your directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your directors also wish to place on record their deep sense of appreciation to the shareholders, OEMs, dealers, distributors, service franchises, CFA, consumers, banks and other financial institutions for their continued support.

For and on behalf of the Board Achal Anil Bakeri

Place: Ahmedabad Chairman and Managing Director Date: July 26, 2022 DIN - 00397573

Mar 31, 2019

Board''s Report

The Directors are pleased to present the 32nd Annual Report of the Company for the financial year ended on March 31, 2019.

1] A) Highlights of Results and State of Companyâs Affairs

(Rs, in Crores)

Particulars	Standalone 2018-19 2017-18		Consolidated 2018-19 2017-18
Revenue from Operations & Other Income	557.20	727.33	882.52	852.39
Profit before Financial Charges, Depreciation & Taxation	144.35	260.29	146.93	273.40
Less: Financial Charges	0.29	0.73	6.91	1.79
Less: Depreciation & Amortization Expenses	4.26	4.35	9.86	6.81
Profit Before Tax	139.80	255.21	130.16	264.80
Less: Income Tax	42.67	67.88	40.38	67.88
Less: Provision for tax of earlier years	(0.32)	(0.56)	(0.32)	(0.56)
Less: Deferred Tax	(3.55)	4.93	(1.45)	4.93
Profit After Tax	101.00	182.96	91.55	192.55
Less: Non - controlling Interests	-	-	(0.72)	-
Profit After Tax attributable to the shareholders	101.00	182.96	92.27	192.55
Other comprehensive income	(0.15)	(0.08)	(0.02)	(0.19)
Total Comprehensive income for the year	100.85	182.88	92.25	192.36
Add: Balance as per last year Balance Sheet	549.37	400.16	560.28	403.15
Amount available for Appropriation	650.22	583.04	652.53	595.51
Less: Reclassification to Profit and Loss on disposal of subsidiary	-	-	-	1.56
Less: Dividend and Dividend Distribution Tax	37.95	33.67	37.95	33.67
Surplus in statement of profit and loss	612.27	549.37	614.58	560.28

B) Key Financials as on March 31, 2019

Consolidated Financial Results

Your Company, along-with its subsidiaries, has a global presence. In order to provide an overall view of the comprehensive performance of the group, the Company has prepared consolidated accounts of the holding Company and all its subsidiaries, in accordance with the Ind AS that are applicable. The consolidated revenue from operations along with other income stood at RS,882.52 Crores. The profit after tax was RS,91.55 Crores.

The highlights of the key financials are as under:

(Rs, in Crores except per share data)

Particulars	Standalone	Consolidated
Equity Share Capital	13.99	13.99
Net worth	668.83	669.42
Book Value Per Equity Share	96	96
Earnings Per Share (EPS)	14.44	13.09
Investments	545.36	458.49
Contribution to Exchequer	107.60	116.28

2] Dividend

During the year under review, the Board of Directors has declared three interim dividends aggregating to RS,.00/- (150%) per share and bifurcation of the same is as under:

Date of Declaration of Dividend	Interim Dividend Amount per share (in Rs,)	% of dividend
July 24, 2018	1.00	50
October 30, 2018	1.00	50
February 5, 2019	1.00	50

The Board has recommended a final dividend of RS,1.50/- (75%) per equity share having face value of RS,2/- each subject to approval of members at their ensuing annual general meeting for the financial year ended on March 31, 2019.

An aggregate dividend for the financial year ended on March 31, 2019 on approval at ensuing annual general meeting would be RS,4.50/- (225%) per share.

Shareholdersâ Reward Policy

Symphony believes in maintaining a fair balance over a long term period between payout / reward to the shareholders and cash retention. The Company has been conscious of the need to maintain consistency in payout / reward to the shareholders. The quantum and manner of payout / reward to shareholders of the Company shall be recommended by the Board of Directors of the Company.

Method of Payout/Rewards to the Shareholders

A.1 Dividend Distribution Policy

This policy is framed pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter referred to as Listing Regulations).

a) The Company will generally Endeavour to distribute to the shareholders up to 50% of its profit after tax (including dividend distribution tax and other taxes as applicable).

b) In rare circumstances of any contingency acquisition opportunities or other business opportunities or unforeseen circumstances, payout to shareholders may be precluded at the discretion of the Board of Directors.

c) Recommendation with regard to payout to shareholders shall be influenced by various factors including, without limitation, internal factors such as profits earned during the fiscal year, liquidity position, fund requirement for acquisitions, reward to shareholders by corporate actions (like buy back of shares) and external factors such as general market conditions, cost of raising funds from alternate sources, applicable taxes including tax on dividend, exemptions under tax laws available to various categories of investors and future expansion opportunities etc.

d) The retained earnings of the Company shall be utilized for future growth and expansion of business, probable acquisitions, working capital and for meeting unforeseen contingencies.

e) The Company has only one class of shares viz. equity shares.

A.2 Interim Dividend

The Board of Directors may, as and when consider it fit, on the basis of performance, profitability, liquidity and on review of quarterly / half yearly / periodical financial statements declare interim dividend to reward the shareholders.

A.3 Special Dividend

The Company may consider special dividend in exceptional circumstances in such event, the limit as stated in clause 1(a) above may exceed.

B. Bonus Issue

As and when the Company has large accumulated reserves represented by free reserves, securities premium, surplus etc. which are felt more than the requirements of the Company, the Board may consider to utilize such balances towards issuance of bonus equity shares or any other security (ies) as may be permissible under the applicable provisions of the Companies Act, 2013, SEBI Act along with applicable regulations there under and any other Act as may be applicable.

C. Buy Back

As and when the Company has large accumulate reserves represented by free reserves, security premium, surplus etc. which is also supported by sufficient liquidity in the Company the Board of Directors may consider to carry out Buyback of its equity shares in accordance with the relevant applicable provisions of the Companies Act, 2013, SEBI Act along with applicable regulations there under and any other Act as may be applicable.

D. Sub Division / Splitting of Shares

The Board of Directors may also consider to sub-divide the equity shares in order to improve the liquidity in the market and to make it more affordable to retail shareholders thereby attracting better participation of retail shareholders in the equity shares of the Company.

Further, the said policy can be accessed at: http://www.symphonylimited.com/ Uploads/Investor/Corporate Governance/ CorpGov_13121322387.pdf

3] Material Changes and Commitment

There has been no material changes and commitments affecting the financial position which occurred between the financial year end and the date of this report.

4] Operations Review

During the year under review, revenue from operations along with other income on standalone basis stood at RS,557.20 Crores. During the period 2018-19, your Company was aggressive on increasing sales volumes in the existing channels by offering attractive dealer incentive schemes. The innovative schemes also attracted new channel partners to invest in your Company''s brand.

Your Company strongly believes in innovation in product design and features. During the year, as many as 9 new models were introduced in the market. With this, we now offer as many as 48 models making it by far the largest range not only in the country but across the world in this segment. The new models included Winter range in new colour schemes and with enhanced air delivery, Hi Cool 45T, etc.

Your Company also tied up with various Consumer and Channel Finance companies to further penetrate the market and help trade partners as well as consumers to tie up for their fund requirements to purchase the Company''s products.

After Sales Service

The distribution network expansion was accompanied by the optimization of After Sales Service centre network across the country. We have successfully installed the new Service Customer Relationship Management (CRM) platform and are using it for better handling of Customer calls and management of the wide network of service centres across the country. With the new

CRM platform and with enhanced call centre infrastructure, your Company has equipped itself to retain its leadership in Sales and Service.

We are reaching out to every nook and corners of India by catering to 90% of the pin codes. The year also saw a record no. of 3000 Service engineers and more than 7500 salespersons being trained through over 300 Sales and Service training programmes conducted throughout the country. This will help in ensuring better customer connect at all levels and help in further strengthening its leadership position in the market.

Modern Trade

Consumer preferences are moving towards online purchases or purchasing through large format stores (both with national presence and regional presence). We have focussed on the regional chains to increase our market share without diluting focus on national large format stores and online presence.

Air Coolers - Overseas Business

During the year, revenue from operation of International Business was RS,57.49 Crores.

There has been a decline of 12.52% due to a substantial amount of carry forward inventory by International distributors in South East Asia and Southern Europe due to relatively weak season in these regions. The economic situation in Saudi Arabia had also impacted to the decline. However, Industrial and Commercial Coolers in International markets picked up and the business was doubled. These coolers got sold in over 20 countries in the current year

African and Latin American markets showed some growth. In the current year your Company''s products were introduced into over 10 new countries.

Your Company continues to have several International quality certifications like CE, SASO, NOM etc, which provide access to market in several countries.

Advertising and Marketing:

To create a significant customer pull, your Company has launched new TV campaigns highlighting features of its flagship Touch and Cloud coolers. Your Company maintained its dominance in print, electronic and digital media with almost 50% share of voice in these. Your Company also invested a considerable amount in conducting product feature training for dealer salespersons as part of Below the Line activities and also dealer tie up schemes aimed at improving dealer loyalty.

Central Air Cooling Solutions 2018-19 has been a year of re-strategizing, re-structuring & re-defining the business growth plan for CACS division. This was in accordance with our commitment in last year''s annual report wherein CACS Growth was identified as one of the instrumental drive engines to continue the Symphony Success Story. We are pleased to inform that we are on track with expected growth close to 100%.

Some of the key milestones achieved in this regard include :

- Introduced a major shift in the strategy of CACS division by adopting Distributor

- Dealer - Service Provider business model.

This was done to overcome the challenge that we faced from delivery and network bottlenecks during the peak season last year, which affected our business substantially.

- Major shift in the business strategy was to get PAC as the mainstay product for

CACS division and to facilitate the best business model through the DDS Sale & Service mechanism.

- Appointed 30 Distributors PAN India and all through the year had Distributor Dealer meeting as the base platform for making region & territory specific road maps & action plan.

- We strengthened our Dealer network by almost 50% with the Distributors contributing a major share in scouting new Dealers.

- We have known the importance of robust service network and time had come to develop complete web of CAS Service dealers across India. In this pursuit we now have 50 Authorized Service Providers for complete CAS & PAC range.

- Venturing into PAC business as our main stay sales we got a very good exposure to the ever growing Indian commercial market which further allowed us to expand our bandwidth and aim for almost doubling business in the coming year

- Always being one step ahead of the curve we also launched feature rich, user friendly commercial coolers Movicool XL range which are at present going through test marketing in Delhi NCR. We are very confident that the product launch it would be a roaring success and that it would trigger an unprecedented growth trajectory for CACS Movicool business for many more years.

- We have been active in providing cost effective solutions for Industrial Manufacturing Facilities, Education Institutes, Religious Premises, Commercial places like Theatres, Retail Stores, Restaurants, Cafes &

Kitchens, Hospitals, Clinics, Automobile Showrooms & Service centres.

- We have been associated with well known brands like Force Motors, Serum Institute, Sandvik Asia, Whirlpool, Hyundai, CEPT University, Kent RO, Groz, Grofers, Havells, Federal Mogul, Tata Motors, Tata Steel, Voltas, Suzuki Motors, JBM, RSPL Ghadi Detergent to name a few. This year we have added brands like Taj SATS, ITC Fortune Landmark, Grindwell Norton, United Spirits, Trident Group, Audi Service shop, M&M, E Square, ISGEC and many more.

- Symphony strongly believes in listening to the Voice of the Customer and has been gaining accolades from a wide range of customers. Here are few customer bytes from the Industrial & Commercial segments.

SEZ Units

During the year under review, your Company continued to operate from Kandla Special Economic Zone at Gandhidham, Kutch, Gujarat. The operations at Kandla SEZ unit remained satisfactory throughout the year It may be noted that the SEZ units enjoy a number of direct and indirect tax benefits including benefits under new foreign trade policy.

During the year under review, the Company had started the procedures for surrender of lease rights over the Surat SEZ unit which was subsequently approved by the SEZ Developer. Recently, on April 5, 2019, the Company has executed a deed of surrender of lease rights with the Developer and received a consideration of RS,.50 Crores towards the same.

5] Overseas Operations:

IMPCO S. de R. L. de C.V. (IMPCO), Mexico:

During the year under review, IMPCO successfully initiated manufacturing at two OEM factories. This has helped IMPCO in optimizing its team size (reducing fixed costs), apart from becoming further asset light.

Summer sales in 2018 were largely affected by a short summer ending early July. In addition, we faced stiff competition from cheaper Chinese products introduced under private branding by some of our competitors. To mitigate this, we worked on a strategy for introducing competitive product SKUs to the market and offered aggressive pricing, and this strategy resulted in a very encouraging result in Q1 (January - March 2019).

We also introduced an all plastic window cooler - first of its kind for North American market - with many new value-added features, and received an overwhelming response from the market. This product was co-developed by design teams of India, China and Mexico. Looking at the market response, we expect a very good growth for this category, and also expect to pull the market share from window metal coolers of the competition. During the year, we have developed a portable version of this product and the same will be introduced in the summer of 2019.

IMPCO has forayed into room air heaters in the winter of 2017 as an initial launch, and, we witnessed a very good growth in 2018. Now, we expect to grow this category further in the years to come and also add more SKUs to cover other varieties of space heating.

We took a big leap in IT at IMPCO, and, went live on SAP with effect from 1st December

2018. This is expected to help improve speed and accuracy of planning, execution as well as reporting (thereby leading to more accurate and faster decision making for business decisions).

With a very good YOY growth in Q1 (Jan-Mar 2019), we are confident that IMPCO has a highly positive outlook for 2019. We are poised for strong growth in the coming years - despite persistent national trends in Mexico (including a decline in oil output, slowing job creation and a fall in government spending, thereby hampering national economy growth). We will continue to work on a strategy to achieve growth through (a) strategic pricing to take a larger share of the air cooler market, and, (b) foray and grow into other products - like heaters, fans - which have synergy to our existing sales and service network, and, in which we have a technical familiarity. It is also worth mentioning here that the energy costs are increasing rapidly in Mexico, and, this may positively help us in a slow but deliberate shift of the market from refrigeration air cooling products to evaporative air coolers over the years. Also, increasing tariffs of China made products at USA is likely to help export of Mexico manufactured products to USA.

Guangdong Symphony Keruilai Air Coolers Co. Ltd. (GSK), China :

At GSK, we streamlined the operations department, with a distinct focus on sourcing and purchasing. We also placed a special focus on quality and customer service, by re-organizing the quality department and created an exclusive warehouse for spare parts. All this has resulted in higher satisfaction of the dealers and thereby improved market reputation for the Company.

GSK, China launched several new products including KF100 series of commercial portable coolers and two models of household portable coolers. In industrial category, we introduced three new products (KJ18, KD24 and LN18). Although, we had a limited success with these products, their introduction has allowed us to generate enough market inputs enabling us to develop improved versions of them (mainly KD25), which are likely to bear fruit in the coming years.

GSK, China forayed into e-commerce business on a leading platform in China. Although we had a very modest start, we expect to reap the greater benefits in the years to come.

During the year, GSK took several initiatives for product promotions. GSK added display tables near product displays to showcase our patents, achievements, and accolades compiled over the years. We created a Company and product videos and those have received a very good response. We created a model kitchen for product promotions, and, for the first time, we went on national TV (in Q1 - 2019).

Other highlights of the year include:

(a) We invested in structural extension and strengthening of our FG warehouse, thereby increasing its capacity to match increased inventory pressures associated with increasing sales and expectations of quicker delivery time, (b) During Q1 (January-March 2019), we have recruited an entirely new team to focus on sales of household coolers for the domestic category in China from which we expect a very good outcome in the coming years, (c) We decided to have a regional focus in the industrial products category, and, this has resulted in a positive growth.

Faced with several export challenges, the Government of China is taking several steps to regain its export trade share from the global markets. It is also taking several steps, such as reduction in VAT, to improve domestic consumption. We anticipate good domestic growth, and improved margins, in the Chinese market in the coming years. At present our share of the domestic markets in China is small (especially for small residential coolers). Our main efforts will be directed towards improving the market share in this segment, by developing and offering new value-added and competitive products, expanding sales channels and improving services. Additionally, with our new commercial portable coolers, we also expect good growth in international markets - especially SEA countries.

Climate Technologies Pty Limited, Australia and Bonaire USA LLC, USA (CT/BUSA]:

Symphony acquired the Australian Company Climate Technologies (CT) in July 2018. CT has a wholly owned subsidiary, BUSA (Bonaire USA) in the USA. During the first year under Symphony group (9 months period) ending in March 2019, CT''s revenues were comparable to those of the previous year on a YOY basis. Australia saw an unusually weak summer this year, one of its kind in many years. Moreover the summer was very weak, finished early, and the temperatures remained high only for a very small duration of time. This largely affected the air cooler sales.

However, loss in sales on this account was partially compensated by an increased sale of heating products to the builders market even during the summer months, and, to a smaller extent by gaining market share from the competition.

Continued increase in ducted gas heating sales was driven by new product introduction. Further, a new 6-star ducted gas heater and power flued wall furnace were developed for 2019 heating season. The innovative My Climate Wi Fi smart device app for heaters, ducted evaporative coolers and add on refrigerated air conditioners is being upgraded to voice activation device compatibility. We witnessed a growth in chilled beam commercial product sales with positive outlook driven by focus on more energy efficient commercial buildings, and special dealer arrangements.

We saw a continued growth in US window and portable evaporative cooler product sales. New rooftop evaporative cooler was developed for the US market, and was well received. We strengthened our presence with The Home Depot during this year and also got listed with Lowe''s.

During this year, we focused massively on product value engineering, (and also invested the required capital to fund these value engineering projects, product and parts SKU rationalization, and on establishing better value global sources through the resources of group companies. All these measures are expected to yield results in the coming years. During the year we re-structured supply chain department to focus on global sourcing. Also, a quality manager was inducted to drive product and process quality improvement.

6S was rolled out to improve business process.

We have plans for substantial growth for CT - both in Australia as well as USA and necessary strategies are in place for the same.

6] Awards and Accolades

- The Company was bestowed with Divya Bhaskar Eminence Award for Product Innovation and Business Development.

- ISO 9001 : 2015 certification for quality management and systems for its design, sales, marketing and after sales services of air coolers.

The awards won by the Company reflect its consistent outperformance and staying ahead of its competitors with its focused approach, innovative products and dynamic business strategies.

7] Management Discussion and Analysis Report

Pursuant to the provisions of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the financial year ended on March 31, 2019, is forming part of this annual report.

8] Corporate Governance

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, Corporate Governance Report for the financial year ended on March 31, 2019, is annexed to this annual report.

The requisite certificate was obtained from the Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

9] Subsidiaries

Your Company has five overseas subsidiary companies, (i) IMPCO S. de R. L. de C.V., (IMPCO), Mexico, (ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China, (iii) Symphony AU Pty Limited, Australia, (iv) Climate Technologies Pty Limited, Australia and (v) Bonaire USA LLC, U.S.A.

During the year under review, the Company incorporated a subsidiary Company Symphony AU Pty Limited for the purpose of acquisition of Climate Technologies Pty Limited, Australia.

As per the requirements of Regulation 24 of the SEBI Listing Regulations, the Company has appointed Mr. Naishadh Parikh, an Independent Director of the Company as director of its subsidiary companies viz. (i) Climate Technologies Pty Limited, Australia and (ii) Symphony AU Pty Limited, Australia, w.e.f. April 01, 2019.

In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form No. AOC-1 is annexed to the financial statements of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.symphonylimited.com.

10] Auditors

Members of the Company, at its 28th Annual General Meeting held on October 27, 2015, had approved appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of the then ensuing annual general meeting until the conclusion of the thirty third annual general meeting of the Company.

The Company has received a consent letter along with certificate from the Auditor under the provisions of the Companies Act, 2013, stating that they are not disqualified from continuing as Auditors of the Company.

The Auditor''s report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/ comments.

11] Cost Auditors

During the year under review, the Company was not required to appoint cost auditors.

Cost records : The cost accounts and records as required to be maintained under section 148 (i) of the Companies Act, 2013 are duly made & maintained by the Company.

12] Corporate Social Responsibility

As required under Section 135 of the Companies Act and the rules made thereunder, the annual report on Corporate Social Responsibility containing details about the composition of the Committee,

CSR activities, amount spent / unspent during the year, reasons and other details is enclosed as Annexure 1. The Corporate Social Responsibility Policy is displayed on the website of the Company.

13] Secretarial Audit Report

As required under the provisions of section 204 of the Companies Act, 2013, the Board of Directors of your Company had appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2019, is annexed to Board''s Report as Annexure 2.

The Secretarial Auditor''s report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

As part of good Corporate Governance practices adopted by the Company, the Company has voluntarily carried out audit of Karvy Fintech Private Limited (Karvy), Registrar and Transfer Agent of the Company in respect to various work related to Transfer, Transmission, Duplicate issue of Shares, Name corrections, additions, Demat/ remat of shares etc. executed by Karvy to strengthen the verification and approval process and early detection of loopholes /leeway, if any, in the system.

14] Directors and Key Managerial Personnel

Ms. Jonaki Bakeri, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

The Board of Directors at its meeting held on February 5, 2019, has appointed Ms. Reena Bhagwati as an Additional Director (Independent) of the Company for a period of five years effective from February 5, 2019, subject to approval of members in their ensuing annual general meeting.

The Board of Directors at its meeting held on May 22, 2019, has proposed the appointment of Mr. Santosh Nema as Director of the Company for a period of five years effective from July 31, 2019, subject to approval of members in their ensuing annual general meeting.

Brief profiles of Ms. Jonaki Bakeri, Ms. Reena Bhagwati and Mr. Santosh Nema as required under Regulation 36 (3) of the Listing Regulations and Secretarial Standards - 1, are annexed to the notice convening the 32nd Annual General Meeting, which forms part of this Annual Report. Your directors recommend their appointment.

15] Extract of Annual Return

In accordance with Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in prescribed Form No. MGT - 9 is annexed herewith as

Annexure 3.

16] Directorsâ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2019, the applicable Indian accounting standards have been followed and there are no material departures from the same;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 read with Rules made there under for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17] Meetings of the Board

Four meetings of the Board of Directors of the Company were held during the year under review. The details of composition, meetings, attendance and other details of the Board are reported under Corporate Governance Report which is annexed to Board''s Report.

Your Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Companies Act, 2013.

18] Audit Committee

The Committee comprises Mr. Naishadh Parikh, Chairman, Mr. Dipak Palkar, Mr Ashish Deshpande and Ms. Reena Bhagwati as members. In accordance with the provisions of section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2018-19.

The details of composition, meetings, attendance and other details of the Audit Committee and other committees are reported under Corporate Governance Report which is annexed to Board''s Report.

19] Nomination & Remuneration Policy

The Company has framed Nomination & Remuneration Policy for appointment of directors, key managerial personnel and senior management personnel, their remuneration and evaluation of directors and Board. The details of the said policy are forming part of Corporate Governance Report.

20] Particulars of loans, guarantees or investments

The liquidity position of your Company is fairly comfortable and therefore the surplus funds were invested to generate returns. As required under Section 186(4) of the Companies Act,

2013, the following are the details of investments excluding mutual fund and loans/guarantee/ security given or provided during the year and outstanding as at March 31, 2019:

Sr. No.	Name of Entity	Investment/ Loan/ Guarantee	Relationship, if any.	Aggregate amount of investments made / loan / guarantee provided As at 31.03.2019 (Rs, In Crores)	Purpose for which loans/ guarantee proposed to be utilised
1.	Symphony AU Pty. Ltd., Australia	Investment	Subsidiary	86.26	-
2	Symphony AU Pty. Ltd. Australia	Guarantee / Security	Subsidiary	215.98	Repayment of loan availed by subsidiary
3	IIFL Wealth Finance Ltd MLD 8.45% 21-06-2019	Investment	-	10.06	-
4	JM Fin. Products Ltd-Tranche Be-2017(XX)-MLD	Investment	^-	11.00	^-
5	JM Fin. Products Ltd-MLD-9%	Investment	-	10.90	-
6	Kotak Mahindra Prime Ltd MLD	Investment	-	15.83	-
7	M&M Financial Services Ltd MLD	Investment	-	10.15
8	Tax Free Bond of HUDCO Ltd.	Investment	-	5.60
9	Tax Free Bond of NABARD	Investment	-	2.17	-
10	Tax Free Bond of NHAI	Investment	_-	2.89	_-

21] Particulars of contracts or arrangements with related parties

Sr. No.	Name of Entity	Investment/ Loan/ Guarantee	Relationship, if any.	Aggregate amount of investments made / loan / guarantee provided As at 31.03.2019 (Rs,In Crores)	Purpose for which loans/ guarantee proposed to be utilized
11	Tax Free Bond of NHAI	Investment	-	12.31	-
12	Tax Free Bond of NHB	Investment	-	12.12
13	Tax Free Bond of NTPC Ltd.	Investment	-	6.91	-
13	Tax Free Bond of REC Ltd.	Investment	-	5.85	-
14	Aditya Birla Finance Ltd Zero Coupon Bond	Investment	-	11.49	-
15	Aditya Birla Finance Ltd MLD 8.55% MD 23-07-2	Investment	-	5.09	-
16	HDB Financial Services Ltd MLD 8.45% MD 30-07	Investment		10.11
17	HDB Financial Services Ltd MLD 8.35% 04.02.21	Investment	-	10.00	-
18	Tata Capital Financial Services MLD8.45%MD14	Investment	-	10.08

Please refer Notes forming part of standalone financial statements for full details of investments made by the Company.

The particulars of contracts or arrangements entered with related parties as per Section 188 (1) of the Companies Act, 2013, in prescribed Form No. AOC-2 are given in Annexure 4 to the Board''s Report.

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and the same were placed before the Audit Committee and also to the Board for their approval. The Company has also obtained omnibus approval on a yearly basis for transactions which are of repetitive nature. All Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

Transaction with person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company have been disclosed in the accompanying financial statements.

22] Risk Management

During the year under review, the Company has constituted a Risk Management Committee. The Risk Management Committee comprises of Mr. Achal Bakeri, Chairman, Mr Nrupesh Shah and Mr Naishadh Parikh as Members.

The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company periodically reviews its process for identifying, minimising and mitigating risks. The Board of Directors of the Company have framed a risk management policy and same is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

23] Annual Performance Evaluation

i. Criteria for evaluation of Board

Criteria for evaluation of Board broadly covers the competency, experience, qualification of the Director, diversity of the Board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, evaluation of risks etc.

ii. Criteria for evaluation of Committee

Criteria for evaluation of Committee cover mandate and composition, effectiveness, structure and meetings, independence of the committee from Board and contribution to decisions of the Board.

iii. Criteria for evaluation of Directors

These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, leadership participation at meetings, knowledge & skills, personal attributes, leadership, impartiality etc.

The Board of Directors expressed their satisfaction with the evaluation process.

24] Declaration by Independent Directors

25] Vigil Mechanism

26] Details of significant and material orders passed by the regulators or courts or tribunals

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

27] Particulars of Employees

The statement of disclosure of remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), are set out as Annexure 5 to the Board''s Report.

The statement of disclosures and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules is forming part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

28] Internal Financial Controls and its adequacy

The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to Company''s policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The same is reviewed by the Statutory Auditors and Internal Auditors at regular intervals and also by the Audit Committee.

29] Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place an Anti-Sexual Harassment Policy and Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received, disposed of during the year under review and pending as at the end of the financial year

30] Deposit

The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest was outstanding as on March 31, 2019.

31] Insurance

The insurable interests of the Company including building, plant & machinery, stocks, vehicles and other insurable interests are adequately covered.

32] SEBI order against Sharepro Services (I) Pvt. Ltd. (Sharepro)

The Company has filed FIR against Sharepro, their employees and others. Further Investigating Officer has already filed a preliminary charge sheet before Hon''ble Metropolitan Magistrate Court, Ahmedabad in a Criminal case and the same is pending before the Hon''ble Court for further process. Please refer note no. 38.2 forming part of Standalone Financial Statements.

33] Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules,

2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given as Annexure 6.

34] Business Responsibility Report

The Business Responsibility Report for the financial year 2018-19, as stipulated under Regulation 34 of the Listing Regulations is annexed to this Report as Annexure - 7.

35] Acknowledgments

Your Directors wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

Your Directors also wish to place on record their deep sense of appreciation for the valued support & cooperation by OEMs, distributors, dealers, service franchisees, suppliers, C&FAs, bankers and all other stakeholders of the Company and look forward to their continued association with the Company. The Company will make every effort to meet the aspirations of its Shareholders.

For and on behalf of the Board

Place: Ahmedabad Achal Bakeri

Date: May 22, 2019 Chairman and

Managing Director

DIN â 00397573

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 31^st Annual Report of the Company for the financial year ended on March 31, 2018.

The financial statements are prepared in accordance with Indian Accounting Standards (âInd ASâ). In accordance with the notification issued by Ministry Corporate Affairs, the Company has adopted Ind AS with effect from April 1, 2017 being first Ind AS financial statement with transition date of April 1, 2016. Accordingly, figures for the financial year 2016-17, has been restated in accordance with Ind AS.

1. A) HIGHLIGHTS OF RESULTS AND STATE OF COMPANYâS AFFAIRS

(Rs. in lacs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations & Other Income	72,732	70,176	85,239	80,803
Profit before Financial Charges, Depreciation & Taxation	26,029	24,544	27,340	24,185
Less: Financial Charges	73	1	179	3
Less: Depreciation & Amortisation Expenses	435	351	681	688
Profit Before Tax	25,521	24,192	26,480	23,494
Less: Income Tax	6,788	6,475	6,788	6,614
Less: Deferred Tax Liability	493	255	493	255
Less: Provision for tax of earlier years	(56)	(3)	(56)	(3)
Profit After Tax	18,296	17,465	19,255	16,628
Other comprehensive income	(270)	240	(281)	185
Total Comprehensive income for the year	18,026	17,705	18,974	16,813

B) KEY FINANCIALS AS ON MARCH 31, 2018

Consolidated Financial Results

Your Company, along-with its subsidiaries, has a global presence. In order to provide an overall view of the comprehensive performance of the group, the Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the Ind AS that are applicable. The consolidated revenue from operations along with other income stood at RS.85,239 lacs. The profit after tax was RS.19,255 lacs.

The highlights of the key financials are as under:

(Rs. in lac except per share data)

Particulars	Standalone	Consolidated
Equity Share Capital	1,399	1,399
Net worth	60,339	61,161
Book Value Per Equity Share	86	87
Earnings Per Share (EPS)	26.15	27.52
Investments	42,356	42,236
Contribution to Exchequer	19,502	19,967

2. DIVIDEND

During the year under review, the Board of Directors has declared three interim dividends aggregating to RS.3.00/-(150%) per share and bifurcation of the same is as under:

Date of Declaration	Interim Dividend Amount per share (in Rs.)	% of dividend
August 10, 2017	1.00	50
October 31, 2017	1.00	50
January 23, 2018	1.00	50

The Board has recommended a final dividend of RS.1.50/- (75%) per equity share having face value of RS.2/- each subject to approval of members at ensuing annual general meeting for the financial year ended on March 31, 2018.

An aggregate dividend for the financial year ended on March 31, 2018 on approval at ensuing annual general meeting would be RS.4.5/- (225%) per share.

SHAREHOLDERSâ REWARD POLICY

Method of Payout/Rewards to the Shareholders

A.1 Dividend Distribution Policy

a) The Company will generally endeavour to distribute to the shareholders up to 50% of its profit after tax (including dividend distribution tax and other taxes as applicable).

b) In rare circumstance of any contingency, acquisition opportunities or other business opportunities or unforeseen circumstances, payout to shareholders may be precluded at the discretion of the Board of Directors.

d) The retained earnings of the Company shall be utilized for future growth and expansion of business, probable acquisitions, working capital and for meeting unforeseen contingencies.

e) The Company has only one class of shares viz. equity shares.

A.2 Interim Dividend

A.3 Special Dividend

The Company may consider special dividend in exceptional circumstances in such event, the limit as stated in clause 1(a) above may exceed.

B. Bonus Issue

C. Buy Back

As and when the Company has large accumulate reserves represented by free reserves, security premium, surplus etc. which is also supported by sufficient liquidity in the Company, the Board of Directors may consider to carry out Buyback of its equity shares in accordance with the relevant applicable provisions of the Companies Act, 2013, SEBI Act along with applicable regulations thereunder and any other Act as may be applicable.

D. Sub Division / Splitting of Shares

Further, the said policy can be accessed at http:// www.symphonylimited.com/Uploads/Investor/ CorporateGovernanceZCorpGov_13121322387.pdf

3. MATERIAL CHANGES AND COMMITMENT

There was no material change and commitment affecting the financial position which occurred between the financial year end and the date of this report.

4. OPERATIONS REVIEW

During the year under review, gross revenue on standalone basis stood at RS.72,732 lacs. During the period 2017-18, your Company continued its thrust on distributor network expansion and increased the same by 28% thereby reaching almost all consumer durable and home appliances markets in the remotest parts of the country.

Your Company strongly believes in innovation in product design and features. During the year, as many as 19 new models were introduced in the market. With this, we now offer as many as 48 models making it by far the largest range not only in the country but across the world in this segment. The new models included Sense range of coolers which operate through Gesture Control, a first of its kind feature in Air cooler industry.

Your Company has also tied up with various Consumer and Channel Finance Companies to further penetrate the market and help trade partners as well as consumers to tie up for their fund requirements to purchase companyâs products.

After Sales Service

The distribution network expansion was also accompanied by the optimisation of After Sales Service centre network across the country. The year saw a sizeable investment of resources in introducing a new Service Customer Relationship Management (CRM) platform for better handling of Customer calls and managing the wide network of service centres across the country. With the new CRM platform and with enhanced call centre infrastructure, your Company has equipped itself to retain its leadership in Sales and Service.

The year also saw many Service Engineers and Sales Persons being trained through over 300 Sales and Service training programmes conducted throughout the country. This will help in ensuring better customer connect at all levels and help in further strengthening our leadership position in the market.

Modern Trade

During the period under review, your Company retained its leadership in the fast emerging Modern Trade and E-Commerce business. Besides retaining its market share, the Company has also added new customers in its portfolio.

Air Coolers - Overseas Business

During the year, revenue from Operation of International Business was RS.6,571.79 lacs

The meagre growth was due to a substantial amount of carry forward inventory by International distributors in Latin America and South East Asia due to relatively weak season in these regions. However, Industrial and Commercial Coolers in International markets picked up with the introduction of these coolers in almost 20 countries in the current year.

Overall, European markets showed robust growth and amongst the traditionally strong markets, Saudi registered good growth. In the current year, your companyâs products were introduced in 5 new countries.

Your Company has also opened local warehouses in Europe and South Africa for faster deliveries. This has started paying dividends as we saw growth from these markets.

Net sales value improved in the current year as prices were increased in many markets. Improved realisations led to a better bottom line growth in International business.

Your Company continues to have several international quality certifications like CE, SASO, NOM etc. which provide access to other countries as well.

Advertising and Marketing

To create a significant customer pull, your Company has launched new TV campaigns to support the introduction of Cloud air cooler, Touch range and Sense range of air coolers. Your company maintained its dominance in print, electronic and digital media with almost 60% share of voice in these. Your Company also invested a considerable amount in conducting product feature training for dealer salespersons as part of Below-the-Line activities and also dealer tie up schemes aimed at improving dealer loyalty.

Central Air Cooling Solutions

The Central Air Cooling Solutions business was consolidated through focused efforts, increased manpower and expansion of nationwide dealer network as a result of this initiative many new prestigious customers have been added to our customer base in this segment.

During the year, a new range of coolers from China was introduced, which was accepted and received overwhelming response from both channel partners and customers. Your Companyâs continuous endeavour to introduce new models of coolers with higher performance and customer friendly features enabled it to further strengthen its market leadership in this category.

Your Company bagged orders in various sectors like hotels, hospitals, educational institutes, malls, places of worship, engineering and auto industry, textiles, printing and packaging etc. Some of the prestigious orders included those from Tata Steel, Unilever group, FIAT, Eglo, L&T, Parle, Exide Industries, Hindalco, Ghadi Detergent, Chokhi Dhani, Bhatinda University, Dhoot Transmission, CEPT University and Incap.

During the year under review, your Company continued with many business development activities through advertisements in newspapers, journals, TV channels and participation in exhibitions across the country. Your Company continued its liaison with some key opinion makers like HVAC consultants and large MEP contractors and Architects. An All India Dealer training programme was also held at Ahmedabad to launch the new models and train the dealers and their technical staff to install and service the new range.

The Central Air Cooling Solutions segment has gained momentum and revenue from this segment are expected to increase substantially in the near future.

SEZ Units

During the year under review, your Company continued to operate in two Special Economic Zones (i) Kandla SEZ at Gandhidham, Kutch, Gujarat and (ii) Surat SEZ at Sachin, Surat, Gujarat. It may be noted that the SEZ units enjoy a number of direct and indirect tax benefits including benefits under the new foreign trade policy.

5. OVERSEAS OPERATIONS

(a) Impco S. de R. L. de C.V, Mexico

The operational income increased 12.4% due to a strong summer and more aggressive commercial strategies, which led IMPCO to a total Profit before Tax of 39.6mn Mexican Pesos.

During the year, IMPCO sold the earlier plant premises/ properties and shifted to state of the art and modern new premises, which additionally meets the business requirements having all areas in one single building working on more efficient way. IMPCO successfully completed transition to outsourced manufacturing during this year with desired quality levels, and, also liquidated all its machinery and equipment including paint line.

During the year, company developed and launched a first âAll Plasticâ window cooler in the Mexico market which received a very good response. Also, during the year, announced the new vision of the Company which seeks accelerated growth in the next 3 years, mainly with the incorporation of new product lines.

(b) Guangdong Symphony Keruilai Air Coolers Co. Ltd (GSK), China

The year under review was the second operating year after acquisition.

The operating loss during the calendar year 2017 as compared to previous year is drastically reduced on account of various steps taken by the Company to reduce overheads as well as raw material buying costs and also improve the operating efficiencies.

During the year, company shifted to new premises, which offered drastic improvement in operations efficiencies apart from reducing costs.

The Company has also developed and introduced several new products for industrial, commercial as well as household applications, and, also developed several new markets - both domestic as well as international. Introduction of complete new logo, and, harmonisation of color scheme, and, control graphics etc across entire product range allowed a complete new and fresh look for entire product portfolio.

GSK products also successfully introduced to Symphonyâs already established markets of India and Mexico, and, are received very well in these markets. Several senior and sales persons from Symphonyâs India and Mexico teams have visited GSK during the year for familiarization with products and technology.

GSK participated in several national as international exhibitions and these have resulted in very healthy order book as well as promising enquiries.

All these measures in 2017 have paved a solid foundation for sustainable growth in the coming years. At this pace of improvement both in sales and costs, we hope to break-even within 18 - 24 months.

6. AWARDS AND ACCOLADES

- The Brand Trust Report India Study 2018 ranks âSYMPHONYâ Indiaâs Most Trusted Air Cooler Brand in a study covering 9000 brands across 16 cities from Trust Research Advisory (TRA).

- Received the YES BANK-BW (Business world) Best CFO Award for the year 2018.

- Air Cooler Models âStorm 70Câ & âTouch 35â are awarded for CE LVD directive belongs to European Countries.

- The Models like âDiETâ series, âStorm 100iâ, âStorm 70Câ and âWinter XLâ are awarded for EMC and ERP CE directive belongs to European Countries.

- âHi CoolâModel is awarded for I n-metro certificate for Brazil.

- Export models like DiET, series, Hi Cool variants, Ice cube variants, Ninja variants, Silver, Winter, Sumo, Siesta 70 etc. are awarded for Kingdome of Saudi Arabia (KSA) certificates, Soncap certificates for Nigeria and KUCAS certificate belongs to Kuwait.

- Air Coolers models of GSK China, are awarded for KSA Certificates like KD series, PAC series, Movicool Series, KF series, Ll series, MAC series.

- ISO 9001 : 2015 for QMS is successfully extended and renewed for next year.

The awards won / certificates obtained by the Company reflect its consistent outperformance and staying ahead of its competitors with its focused approach, innovative products and dynamic business strategies.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to provisions of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the financial year ended on March 31, 2018, is forming part of this annual report.

8. CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, Corporate Governance Report for the financial year ended on March 31, 2018, is annexed to this annual report.

The requisite certificate was obtained from the Practising Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

9. SUBSIDIARIES

Your Company has two subsidiary companies,

(i) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China and (ii) IMPCO S. de R. L. de C.V., (IMPCO), Mexico.

During the year under review, the Company had divested its investment in Sylvan Holding Pte Limited (Sylvan) Singapore, a wholly owned subsidiary. On the basis of an application for striking off the name of the Company filed by Sylvan, the name of Sylvan has been struck off from the Registrar of Companies, Singapore.

In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the Companyâs subsidiaries in Form No. AOC-1 is annexed to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statement of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statement of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.symphonylimited.com.

10. AUDITORS

The Auditorâsâreport does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/ comments.

11. COST AUDITORS

During the year under review, the Company was not required to appoint cost auditors.

12. CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Companies Act and the rules made thereunder, the annual report on Corporate Social Responsibility containing details about composition of the Committee, CSR activities, amount spent / unspent during the year, reasons and other details is enclosed as Annexure 1. The Corporate Social Responsibility Policy is displayed on website of the Company.

13. SECRETARIAL AUDIT REPORT

As required under Section 204 of the Companies Act, 2013, the Board of Directors of your Company had appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2018, is annexed to Boardâs Report as Annexure 2.

The Secretarial Auditorsâ report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

As a part of good corporate governance practice adopted by the Company, the Company has voluntarily carried out audit of Karvy Computershare Private Limited (Karvy), Registrar and Transfer Agent of the Company in respect to various work related to Transfer, Transmission, Duplicate Issue of Shares, Name corrections / additions, Demat / Remat of shares etc. executed by Karvy to strengthen the verification and approval process and early detection of loopholes / leeway, if any, in the system.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Nrupesh Shah, Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors at its meeting held on May 22, 2018, has appointed Mr. Ashish Deshpande as an Additional Director (Independent) of the Company for a period of five years effective from May 22, 2018 subject to approval of members in their ensuing annual general meeting.

Brief profiles of Mr. Nrupesh Shah and Mr. Ashish Deshpande, as required under Regulation 36 (3) of the Listing Regulations and Secretarial Standards - 1, are annexed to the notice convening the 31^st Annual General Meeting, which forms part of this Annual Report. Your directors recommend their appointment.

Mr. Satyen Kothari, an Independent Director has tendered his resignation w.e.f. closing hours of May 22, 2018. The Board has placed on record its appreciation for contribution received from Mr. Satyen Kothari during his tenure as an Independent Director of the Company.

15. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013, the extract of Annual Return in prescribed Form No. MGT - 9 is annexed herewith as Annexure 3.

16. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2018, the applicable Indian accounting standards have been followed and there are no material departures from the same;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. MEETINGS OF THE BOARD

Your Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Companies Act, 2013.

18. AUDIT COMMITTEE

The Committee comprises Mr. Dipak Palkar, Chairman, Mr. Naishadh Parikh and Ms. Jonaki Bakeri. In accordance with provisions of Section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2017-18.

The details of composition, meetings, attendance and other details of the Audit Committee and other committees are reported under Corporate Governance Report which is annexed to Boardâs Report.

19. NOMINATION & REMUNERATION POLICY

The Company has framed Nomination & Remuneration Policy for appointment of directors, key managerial personnel and senior management personnel, their remuneration and evaluation of directors and Board. The details of the said policy is forming part of Corporate Governance Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The liquidity position of your Company is fairly comfortable and therefore the surplus funds were invested to generate returns. As required under Section 186(4) of the Companies Act, 2013, the following are the details of investments made or loans/guarantee/security given or provided as at March 31, 2018:

Sr. No.	Name of Entity	Investment/ Loan/ Guarantee	Relationship, if any.	Aggregate amount of investments made / loan / guarantee provided as at 31.03.2018 (H in lacs)	Purpose for which loans/ guarantee proposed to be utilized
1	Infrastructure Leasing and Financial Services Ltd. - NCRPS, 15.99%	Investment	-	108	-
2	Infrastructure Leasing and Financial Services Ltd. - NCRPS, 16.99%	Investment	-	260	-
3	Infrastructure Leasing and Financial Services Ltd. - NCRPS, 16.99%	Investment	-	161	-
4	Tata Capital Limited CRPS 12.50%	Investment	-	154	-
5	Infrastructure Leasing and Financial Services Ltd. - NCRPS, 16.46%	Investment	-	210	-
6	Infrastructure Leasing and Financial Services Ltd. - NCRPS, 16.06%	Investment	-	424	-
7	JM Financial Products Ltd - MLD	Investment	-	2,000	-
8	Wondrous Buildmart Pvt Ltd - NCD	Investment	-	704	-
9	JM Financial Products Ltd - MLD	Investment	-	1,000	-
10	JM Financial Products Ltd - MLD	Investment	-	1,000
11	Edelweiss Finvest Pvt Ltd - MLD	Investment	-	1,009	-
12	IIFL Wealth Finance Ltd - MLD	Investment	-	1,000	-
13	NHAI 7.28% 18.09.30 - Tax Free Bond	Investment	-	579	-
14	NHAI 8.30% 25.01.27 - Tax Free Bond	Investment	-	586	-
15	IRFC 7.35% 22.03.31 - Tax Free Bond	Investment	-	338	-
16	HUDCO 7.39%, Bonds	Investment	-	559	-
17	HUDCO 7.39%, Bonds	Investment	-	957	-
18	NHAI 7.28% 18.09.30 - Tax Free Bond	Investment	-	578	-
19	Zee Entertainment Enterprises Ltd 6% Preference Shares	Investment	-	2,700	-
20	IRFC 7.28% 21.12.30 - Tax Free Bond	Investment	-	270	-
21	NABARD 7.35% - Tax Free Bond	Investment	-	1169	-
22	NHAI 8.50% 05.02.29 - Tax Free Bond	Investment	-	590	-

Please refer Note No. 4 and 8 forming part of standalone financial statements for full details of investments made by the Company.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements entered with related parties as per Section 188(1) of the Companies Act, 2013, in prescribed Form No. AOC-2 are given in Annexure 4 to the Boardâs Report.

All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business and the same were placed before the Audit Committee and also to the Board for their approval. The Company has also obtained omnibus approval on a yearly basis for transactions which are of repetitive nature. All Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

22. RISK MANAGEMENT

The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company periodically reviews its process for identifying, minimizing and mitigating risks. The Board of Directors of the Company have framed a risk management policy and same is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

23. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, its committees and all directors of the Company as per the guidance notes dated January 5, 2017 issued by the SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of Board, Committee and all directors of the Company as required under the Companies Act, 2013 and the Listing Regulations.

i. Criteria for evaluation of Board

ii. Criteria for evaluation of Committee

Criteria for evaluation of Committee cover mandate and composition, effectiveness, structure and meetings, independence of the committee from Board and contribution to decisions of the Board.

iii. Criteria for evaluation of Directors

These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, leadership participation at meetings, knowledge & skill, personal attributes, leadership, impartiality etc.

The Board of Directors expressed their satisfaction with the evaluation process.

24. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

25. VIGIL MECHANISM

The Company has established a vigil mechanism to provide adequate safeguard against victimization and to provide direct access to the Chairman of Audit Committee in appropriate cases. This mechanism is available on the website of the Company.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

27. PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), are set out as Annexure 5 to the Boardâs Report.

28. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to Companyâs policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The same is reviewed by the Statutory Auditor and Internal Auditor at regular intervals and also by the Audit Committee.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received during the year under review.

30. DEPOSIT

The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest was outstanding as on March 31, 2018.

31. INSURANCE

The insurable interests of the Company including building, plant & machinery, stocks, vehicles and other insurable interests like loss of profits, directors & officersâ liability etc. are adequately covered.

32. SEBI ORDER AGAINST SHAREPRO SERVICES (I) PVT. LTD. (SHAREPRO)

The Company has filed FIR against Sharepro, their employees and others. Further, Investigating Officer has already filed a preliminary charge sheet before Honâble Metropolitan Magistrate Court, Ahmedabad in a Criminal case and the same is pending before the Honâble Court for further process.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

34. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the financial year 2017-18, as stipulated under Regulation 34 of the Listing Regulations is annexed to this Report as Annexure 7.

35. ACKNOWLEDGMENTS

For and on behalf of the Board

Place: Ahmedabad Achal Bakeri

Date: May 22, 2018 Chairman and

Managing Director

DIN - 00397573

Mar 31, 2017

The Directors are pleased to present the 30^th Annual Report of the Company for the financial year ended on March 31, 2017. Consequent to the change of corresponding financial year, the current financial year ended on March 31, 2017 (12 months) figures are not comparable with figures of previous financial year (9 months) ended on March 31, 2016.

1] A) Highlights of Results and State of Companyâs Affairs (Rs. in lacs)

	Standalone			Consolidated
Particulars	2016-17	2015-16 (9 Months)	2016-17		2015-16 (9 Months)
Revenue from Operations & Other Income	70,378	43,434	81,124		46,644
Profit before Financial Charges, Depreciation & Taxation, Exceptional Items	24,358	17,176	24,080		15,689
Less: Financial Charges	1	8	3		20
Less: Depreciation & Amortisation Expenses	368	219	705		430
Profit before Tax & Exceptional Items	23,989	16,949	23,372		15,239
Add: Exceptional Items	-	-	-		1,247
Profit Before Tax	23,989	16,949	23,372		16,486
Less: Income Tax	6,475	4,589	6,614		4,589
Less: Deferred Tax Liability	201	64	201		64
Less: Provision for tax of earlier years	(3)	(4)	(3)		(4)
Profit After Tax	17,316	12,300	16,560		11,837
Add: Balance as per last year Balance Sheet	24,996	23,221	25,832		24,520
Amount available for Appropriation	42,312	35,521	42,392		36,357
Utilisation for issue of bonus shares	5	-	5		-
Dividend and Dividend Tax (interim dividends)	2,315	10,525	2,315		10,525
Surplus in statement of profit and loss	39,992	24,996	40,072		25,832

B) Key Financials as on March 31, 2017

Consolidated Financial Results

Your Company, along with its subsidiaries, has a global presence. In order to provide an overall view of the comprehensive performance of the group, the Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the accounting standards that are applicable. The consolidated revenue from operations along with other income stood at RS.81,124 lacs. The profit after tax was RS.16,560 lacs.

The highlights of the key financials are as under:

(Rs. in lacs except share date)

Particulars	Standalone	Consolidated
Equity Share Capital	1,399		1,399
Net worth	45,796		45,899
Book Value Per Equity Share	65		66
Earnings Per Share (EPS)	25		24
Investments	30,692		28,283
Contribution to Exchequer	20,168		20,727

2] Dividend

During the period under review, the Board of Directors has declared three interim dividends aggregating to RS.3.50/- (175%) per share and bifurcation of the same is as under:

Date of Declaration	Interim Dividend Amount per share (in Rs.)	% of Dividend
July 26, 2016	1.50	75
October 25, 2016	1.00	50
February 10, 2017	1.00	50

The Board has recommended a final dividend of RS.1 (50%) per equity share having face value of RS.2 each subject to approval of members at ensuing annual general meeting for the financial year ended on March 31, 2017.

An aggregate dividend for the financial year ended on March 31, 2017 on approval at ensuing annual general meeting would be RS.4.5 (225%) per share as against RS.25 (1,250 %) for the previous year. The total payout including final dividend for the financial year 2016-17 (including dividend distribution tax) would be RS.3,157.45 lacs (previous year RS.10,525 lacs) translating into a dividend pay-out of approx. 19% (previous year 89%).

Shareholdersâ Reward Policy

Method of Payout/Rewards to the Shareholders

A.1 Dividend Distribution Policy

a) The Company will generally endeavour to distribute to the shareholders up to 50% of its profit after tax (including dividend distribution tax and other taxes as applicable).

d) The retained earnings of the Company shall be utilized for future growth and expansion of business, probable acquisitions, working capital and for meeting unforeseen contingencies.

e) The Company has only one class of shares viz. equity shares.

A.2 Interim Dividend

A.3 Special Dividend

The Company may consider special dividend in exceptional circumstances in such event, the limit as stated in clause 1(a) above may exceed.

B. Bonus Issue

As and when the Company has large accumulated reserves represented by free reserves, securities premium, surplus etc. which are felt more than the requirements of the Company, the Board may consider to utilize such balances towards issuance of bonus equity shares or any other security (ies) as may be permissible under the applicable provisions of the Companies Act, 2013, SEBI Act alongwith applicable regulations thereunder and any other Act as may be applicable.

C. Buy Back

As and when the Company has large accumulate reserves represented by free reserves, security premium, surplus etc. which is also supported by sufficient liquidity in the company, the Board of Directors may consider to carry out Buyback of its equity shares in accordance with the relevant applicable provisions of the Companies Act, 2013, SEBI Act along with applicable regulations thereunder and any other Act as may be applicable.

D. Sub Division / Splitting of Shares

The Board of Directors may also consider to sub divide the equity shares in order to improve the liquidity in the market and to make it more affordable to retail shareholders thereby attracting better participation of retail shareholders in the equity shares of the Company.

3] Material Changes and Commitment

There was no material change and commitment affecting the financial position which occurred between the financial year end and the date of this report.

4] Issuance of Bonus Shares

During the year under review, the Board of Directors had recommended bonus equity shares in proportion of 1 (one) equity share of RS.2 each for every 1 (one) existing equity share of RS.2 each held by the members. Subsequently, the members of the Company at their 29^th annual general meeting held on August 31, 2016, had approved the issuance of bonus equity shares.

On September 17, 2016, the Bonus Shares Allotment Committee of the Board has issued and allotted 34,978,500 fully paid bonus equity shares of face value of RS.2 each to the members holding shares of the Company as on the record date i.e. September 15, 2016.

Pursuant to issuance of bonus shares, issued, subscribed and paid up share capital of the Company stands increased to RS.139,914,000 divided into 69,957,000 equity shares of RS.2 each.

5] Operations Review

During the year under review, revenue from operations along with other income on standalone basis stood at RS.70,378 lacs. During the year 2016-17, your Company focussed on further expanding its Dealer and Distributor network to benchmark against some of the most widely distributed consumer durable brands in the country. As a result of this thrust, by end of the year under review, the Company had increased its rural penetration by 260%. Thus, your Company has now become one of the most widely distributed brand in the consumer durable sector in India. The increase in retail network has also been matched by expansion of network of direct dealers, modern retail chain stores, regional retail chains and warehouses across the country.

To ensure better focus on market expansion and better brand and product visibility, your Company has expanded the senior management team in Domestic and International Sales during the year. This has enabled the Company to closely monitor the market trends and proactively plan the marketing strategies rather than reacting to market trends.

Your Company considers After Sales Service as a key differentiator which helps its products to fetch a premium over other brands and wins trade and customer loyalty. During the year, your Company further strengthened its After Sales Service set up by increasing the no. of authorised service centres to about 1000. Your Company has a very large base of existing customers using its products, who require routine maintenance and upkeep. Your Company has identified this as an opportunity to serve its loyal customer base, increase brand loyalty and in the process, enhance revenue through service operations. To enable the service franchisee to provide prompt service to the customer, your Company has developed an App which helps it to track the status of all pending calls on line and ensure 100% customer satisfaction.

Your Company offers the widest range of models in the Air cooler industry in the country. It further strengthened its leadership position by launching âTOUCHâ range of air coolers with unique features never seen before. This was received very well by the trade and customers and has become one of the bestselling ranges in the very first year of launch. Apart from five models of Touch range, 8 new models were also introduced to cater to various needs of the customers putting your Company much ahead of its competitors.

Like in the past, this year also, your Company continued its aggressive advertisement and promotional campaigns over print, electronic and digital media. Your Company commanded more than 56 % Share of Voice (Source: BARC) in the Air cooler advertising, making it the most visible brand in electronic and on line media.

During the year under review, your Company introduced various steps to win dealer loyalty including a key initiative of launching an app âSYMPARK, aimed at rewarding the retailer for his continued loyalty and motivating him to push Symphony products over other brands. This has been a huge success, and has helped your Company in maintaining its No. 1 position with an increased market share, despite many new entrants flocking the market.

Modern Trade

During the period under review, your Company continued to be aggressive in top line products sales through large format stores, retail chains, e-commerce portals and TV shopping channels.

Your Company could maintain its number one position in modern trade, registering a healthy growth and commanding higher market share.

Your Companyâs products are well received in all major modern trade stores and continue to be the preferred brand across all regions.

Central Air Cooling Solutions

The Central Air Cooling Solutions business has moved from strength to strength through focused efforts, increased manpower and improved nation-wide dealer network.

The new range added from China with complete in-built controller and motor has created lot of excitement, and response has been more positive than expected. This has the makings of futuristic product, which is feature packed.

During the year under review, your Company focussed on approaching customers in various customer segments directly. The Company executed numerous prestigious orders including those from Tata Steel, Indian Railways, Exide Industries, Ghadi Detergent, TVS Tyres, Marino Laminates, CPWD, NIT Nagpur and many other prestigious clients. Your Company continued to make inroads into various customer segments with approvals from some key opinion makers like HVAC consultants and large MEP contractors. During the period under review, your Company continued with many business development activities through advertisements in newspapers, journals, TV channels and participation in exhibitions.

Your Companyâs Packaged Air Coolers are compact, easy-to-install and are meant for midsize spaces such as commercial, industrial and residential areas. They have gained momentum and have been received very well in the market. The campaign has resulted in increased awareness about Central Air Cooling Solutions.

Your Company hopes to reap the benefits of these steps in the years to come.

Air Coolers - Overseas Business

Revenues from overseas business during the year under review increased to RS.72 Crores. Your Company strengthened its senior management team in India and abroad and entered 10 new Countries during the year under review. These markets, along with the existing ones, offer ample opportunities for your Company to build a platform for a rapid expansion of its customer base in the years to come.

Though revaluation of Rupee offers some challenges, your Company is confident of building and strengthening its International distribution network to generate higher volumes.

SEZ Units

During the year under review, your Company continues to operate in two Special Economic Zone (i) Kandla SEZ at Gandhidham, Kutch, Gujarat and (ii) Surat SEZ at Sachin, Surat, Gujarat. The operations at both SEZ units remain satisfactory. It may be noted that the SEZ units enjoy a number of direct and indirect tax benefits including benefits under new foreign trade policy.

Overseas Operations - Impco S. de R. L. de C.V. Mexico

The âProject Renovationâ started in 2014-15 has progressed quite well. Accordingly many of the activities have been outsourced and surplus assets have been monetised and IMPCO is gradually becoming asset-light, capital-light business model in line with Symphony India. This has resulted into:

1. Complete debt free status of Impco (Internal debt fully repaid with interest, there was never any external debt).

2. Improved operational efficiency.

3. Managing working capital requirement on its own.

4. Lean Manufacturing operations.

5. More focus on design, innovation, branding and marketing.

6] Overseas Operations -Guangdong Symphony Keruilai Air Coolers Co. Ltd. (GSK), China

The year under review was the first full operating year after acquisition with effect from January 1, 2016. The operating loss during the calendar year 2016 as compared to calendar year 2015 (pre-acquisition) is nearly halved, on account of various steps taken by the Company to reduce overheads and improve the operating efficiencies. The Company, at the time of acquisition of GSK, already envisaged that for initial two to three years the losses would continue but will get reduced and hope to break-even within two to three yearsâ time.

The GSK acquisition has also provided opportunity to synergistic advantages in terms of mutually complementary air cooler models, increasing presence in China and ASEAN countries, etc.

7] Awards and Accolades

- The Company was bestowed with India Design Mark for model âCLOUDâ by India Design Council.

- Received award for Indiaâs Most Attractive Air Cooler Brand - 2016 from Trust Research Advisory (TRA). As per study report, Symphony Brand rating jumped by 259 ranks and stood at 384 as compared to 643 in the previous year.

- Received the Financial Express CFO of the year award 2017 and your Company has been accorded Rank 1 in the Small Enterprise - Manufacturing category.

- ISO 9001 : 2015 certification for quality management and systems for its design, sales, marketing, after sales services of air coolers.

- Certificate of appreciation from VAT department, Jalgaon, Maharashtra.

- Received a product certification from Standard Organisation of Nigeria.

- Received certification from Kuwait Conformity Assurance Scheme (KUCAS).

The awards won by the Company reflect its consistent outperformance and staying ahead of its competitors with its focused approach, innovative products and dynamic business strategies.

8] Management Discussion and Analysis Report

Pursuant to Regulation 34 of Listing Regulations, Management Discussion and Analysis Report for the financial year ended on March 31, 2017 is annexed to this annual report.

9] Corporate Governance

Your Company has instilled a strong culture of values, morals and integrity and has continuously sustained a cohesive way of thinking and commitment to action. The Company endeavors to be a sustainable and reliable organisation as it trusts that unrelenting governance is the cornerstone in building and upholding relations with all its stakeholders. The Companyâs association with its investors is a key factor of Corporate Governance. An enduring communication with investors and shared information about the Company in a regular and trustworthy manner supports the formation of a transparent relationship. It pursues a policy of 100% compliance with all statutory requirements and has a strong system to evaluate them. Your Directors are committed to upholding the highest standards of answerability and intensely participate in overseeing risk and strategic management. The Board completely supports and endorses Corporate Governance practices in accordance with the provisions of the Listing Regulations. The report on Corporate Governance is annexed to this Annual Report.

10] Subsidiaries

Your Company has three subsidiary companies,

(i) Sylvan Holdings Pte. Ltd. (Sylvan), Singapore,

(ii) Guangdong Symphony Keruilai Air Coolers Co. Ltd., China and (iii) IMPCO s. de R. L. De C.V., (IMPCO) Mexico. During the year under review, a second level step down subsidiary of the Company viz. Symphony USA Inc., USA has been closed down w.e.f. December 31, 2016.

During the year under review, IMPCO, Mexico has bought back its entire shareholding held by Sylvan, Singapore and consequently, IMPCO, Mexico has become a direct subsidiary of the Company.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the Companyâs subsidiaries in Form AOC-1 is annexed to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

11] Auditors

Members of the Company, at its 28^th Annual General Meeting held on October 27, 2015, had approved appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Auditors of the Company from the conclusion of the then ensuing annual general meeting until the conclusion of the thirty third annual general meeting of the Company, subject to ratification by the Members at every Annual General Meeting.

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company shall ratify their appointment every year.

The Company has received a consent letter along with certificate from the Auditor under the provisions of the Companies Act, 2013, to the effect that their appointment, if made, would be within the prescribed limits, they are not disqualified for appointment and further they are independent of management.

The Auditorsâ report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

12] Cost Auditors

During the year under review, the Company was not required to appoint cost auditors.

13] Corporate Social Responsibility

The annual report on Corporate Social Responsibility is enclosed as Annexure 1 pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is displayed on website of the Company.

14] Secretarial Audit Report

As required under Section 204 of the Companies Act, 2013, the Board of Directors of your Company had appointed Mr. Ashwin Shah, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31, 2017 is annexed to Boardâs Report as Annexure 2.

The Secretarial Auditorsâ report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

15] Directors and Key Managerial Personnel

Ms. Jonaki Bakeri, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. Brief profile of Ms. Jonaki Bakeri, as required under Regulation 36(3) of the Listing Regulations is annexed to the notice convening the 30^th Annual General Meeting, which forms part of this Annual Report. Your directors recommend her re-appointment.

Mr. Achal Bakeri was re-appointed as Managing Director for a period of five years effective December 1, 2012, pursuant to which his present term will be expiring on November 30, 2017. The Board of Directors has re-appointed Mr. Achal Bakeri as Managing Director of the Company for a period of five years from December 1, 2017 subject to approval of members and concerned authorities including Central Government, as may be acquired.

During the year under review, Mr. Darshan Patel, Independent Director, had resigned w.e.f. December 31, 2016. The Board placed on record its appreciation and gratitude for the services and contribution rendered by him during his tenure as an Independent Director.

16] Extract of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the extract of Annual Return in prescribed Form MGT - 9 is annexed herewith as Annexure 3.

17] Directorsâ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18] Meetings of the Board

Four meetings of the Board of Directors of the Company were held during the year under review. The details of meetings of the Board are reported under Corporate Governance Report which is annexed to Boardâs Report.

19] Declaration by Independent Directors

Mr. Dipak Palkar, Mr. Satyen Kothari and Mr. Naishadh Parikh being independent directors, have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

20] Nomination & Remuneration Policy

The Company has framed Nomination & Remuneration Policy for appointment of directors, key managerial personnel and senior management personnel, their remuneration and evaluation of directors and Board. The details of the said policy are reported in the Corporate Governance Report.

21]Particulars of loans, guarantees or investments

Sr. No.	Name of Entity	Investment/ Loan/ Guarantee	Relationship, if any.		Aggregate amount of investments made / loan / guarantee provided during the year (Rs. In crores)	Purpose for which loans/ guarantee proposed to be utilized
1	7.50% Cumulative Redeemable Preference Shares of Tata Capital Limited	Investment	-	10.00		-
2	Principal Protected Secured Redeemable Non-Convertible Market Linked Debenture Series IFPD-6 of IIFL Wealth Finance Limited	Investment	-	10.00		-
3	9.05% Secured redeemable Nonconvertible Debentures of Dewan Housing Finance Corporation Limited	Investment	-	10.00		-
4	9.25% Secured redeemable Nonconvertible Debentures of Dewan Housing Finance Corporation Limited	Investment	-	4.01		-

Please refer Notes No. 9 and 12 forming part of standalone financial statements for full details of investments made by the Company.

22] Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered with related parties as per Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 are given in Annexure 4 to the Boardâs Report.

23] Risk Management

The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company periodically reviews its process for identifying, minimizing and mitigating risks. The Board of Directors of the Company have framed a risk management policy and same is being adhered to by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

24] Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, its committees and all directors of the Company as per the guidance notes dated January 5, 2017 issued by the SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of Board and all directors of the Company as required under the Companies Act, 2013 and the Listing Regulations.

i. Criteria for evaluation of Board

ii. Criteria for evaluation of Committee

Criteria for evaluation of Committee cover mandate and composition, effectiveness, structure and meetings, independence of the committee from Board and contribution to decisions of the Board.

iii. Criteria for evaluation of Directors

These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, leadership, participation at meetings, knowledge & skill, personal attributes, leadership, impartiality etc.

The Board of Directors expressed their satisfaction with the evaluation process.

25] Audit Committee

The Board of Directors has re-constituted the Audit Committee at its meeting held on February 10, 2017. Subsequent to the reconstitution, the Committee comprises Mr. Dipak Palkar, Chairman, Mr. Naishadh Parikh and Ms. Jonaki Bakeri. As per Section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2016-17.

26] Vigil Mechanism

27] Details of significant and material orders passed by the regulators or courts or tribunals

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

28] Particulars of Employees

The statement of disclosure of remuneration and other details as required under Section 197(12) ofthe Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), are set out as Annexure 5 to the Boardâs Report.

The statement of disclosures and other information as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Rules forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

29] Internal Financial Controls and its adequacy

The Company has laid down internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to Companyâs policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting record, and timely preparation of reliable financial information. The same is reviewed by the Statutory Auditor and Internal Auditor at regular intervals and also by the Audit Committee.

During the year under review, the Company has successfully implemented SAP to strengthen the internal control systems.

30] Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received during the year under review.

31] Deposit

The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest was outstanding as on March 31, 2017.

32] Insurance

The insurable interests of the Company including building, plant & machinery, stocks, vehicles, and other insurable interests like loss of profits, directors & officersâ liability etc. are adequately covered.

33] SEBI order against Sharepro Services (I) Pvt. Ltd. (Sharepro)

During the year under review, complaint lodged by the Company with the Ellisbridge Police Station, Ahmedabad against Sharepro, their employees and others has been converted into FIR. Accordingly, based on investigation, investigating officer has filed a preliminary charge sheet before Honâble Metropolitan Magistrate Court, Ahmedabad in a Criminal case.

34] Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given as Annexure 6.

35] Business Responsibility Report

The Business Responsibility Report for the financial year 2016-17, as stipulated under Regulation 34 of the Listing Regulations, is annexed to this Report as Annexure - 7.

36] Acknowledgments

For and on behalf of the Board

Place : Ahmedabad Achal Anil Bakeri

Date : August 10, 2017 Chairman and

Managing Director

DIN - 00397573

Mar 31, 2016

The Directors are pleased to present the 29th Annual Report of the Company for the financial year ended on March 31, 2016. Consequent to the change of financial year from July-June to April- March, the current financial year consists of 9 (Nine) months from July 1, 2015 to March 31, 2016 and accordingly the current financial year figures are not comparable with figures of corresponding previous financial year ended on June 30,2015.

1] A) Highlights of Results and State of Company''s Affairs

(Rs. in lacs)

Particulars Standalone Consolidated

2015-16 2014-15 2015-16 2014-15 (9 Months) (9 Months)

Revenue from Operations & Other Income 43,434 49,264 46,643 55,957

Profit before Financial Charges, Depreciation 17,176 16,444 15,688 16,595 & Taxation, Exceptional Items

Less: Financial Charges 8 57 20 58

Less: Depreciation & Amortisation Expenses 219 213 430 410

Profit before Tax & Exceptional Items 16,949 16,174 15,238 16,127

Add: Exceptional Items - - 1,247 -

Profit Before Tax 16,949 16,174 16,485 16,127

Less: Current Tax 4,589 4,438 4,589 4,442

Less: Deferred Tax 64 133 63 133

Less: Provision of earlier years (4) (39) (4) (39)

Profit after Tax 12,300 11,642 11,837 11,591

Add: Balance as per last year Balance Sheet 23,221 17,475 24,520 18,825

Amount available for Appropriation 35,521 29,117 36,357 30,416

Adjustment relating to Fixed Assets - 7 - 7

Dividend and Dividend Tax (interim and 10,525 5,889 10,525 5,889 proposed)

Balance carried to Balance Sheet 24,996 23,221 25,832 24,520

B) Key Financials as on March 31, 2016

Consolidated Financial Statement

Your Company, along with its subsidiaries, has a global presence. In order to provide an overall view of the comprehensive performance of the group, the Company has prepared consolidated accounts of the holding company and all its subsidiaries, in accordance with the accounting standards that are applicable. The consolidated revenue from operations along with other income stood at Rs.46,643 lacs. The profit after tax was Rs.11,837 lacs.

The highlights of the key financials are as under:

(Rs. in lacs except share data)

Particulars Standalone Consolidated

Equity Share Capital 700 700

Net worth 30,795 31,862

Book Value Per Equity Share 88 91

Earning Per Share (EPS) 35.17 33.84

Investments 18,634 16,229

Contribution to Exchequer 14,013 14,693

2] Dividend

During the period under review, the Board of Directors has declared interim dividend twice aggregating to Rs.25/- (1,250%) per share and bifurcation of the same is as under:

Date of Declaration Interim Dividend Amount per % of Dividend share (in Rs.)

January 28,2016 5/- 250

March 10,2016 (including one-time 20/- 1,000 special dividend of Rs.10/- per share)

The total payout towards interim dividends for . the financial year 2015-16 (including dividend distribution tax) was Rs.10,525 lacs (previous year Rs.5,889 lacs) translating into a dividend payout of 89% (previous year 51%) on consolidated net profit which was much more than minimum dividend payout as mentioned in Dividend Policy of the Company.

Shareholders'' Reward Policy

Symphony believes in maintaining a fair balance over a long term period between payout/reward to the shareholders and cash retention. The Company has been conscious of the need to maintain consistency in payout/ reward to the shareholders. The quantum and manner of payout/reward to shareholders of the Company shall be recommended by the Board of Directors of the Company.

Method of Payout/Rewards to the Shareholders

1.1 Dividend Distribution Policy

This policy is framed pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

a) The Company will generally endeavour to distribute to the shareholders up to 50% of its profit after tax (including dividend distribution tax and other taxes as applicable).

b) In rare circumstance of any contingency, acquisition opportunities or other business opportunities or unforeseen circumstances, payout to shareholders may be precluded at the discretion of the Board of Directors.

c) Recommendation with regard to payout to shareholders shall be influenced by various factors including, without limitation, internal factors such as profits earned during the fiscal year, liquidity position, fund requirement for acquisitions, reward to shareholders by corporate actions (like buy back of shares) and external factors such as general market conditions, cost of raising funds from alternate sources, applicable taxes including tax on dividend, exemptions under tax laws available to various categories of investors and future expansion opportunities etc.

d) The retained earnings of the Company shall be utilized for future growth and expansion of business, probable acquisitions, working capital and for meeting unforeseen contingencies.

e) The Company has only one class of shares viz. equity shares.

1.2 Interim Dividend

The Board of Directors may, as and when consider it fit, on the basis of performance, profitability, liquidity and on review of quarterly / half yearly / periodical financial statements declare interim dividend to reward the shareholders.

1.3 Special Dividend

The Company may consider special dividend in exceptional circumstances in such event, the limit as stated in clause 1 (a) above may exceed.

2. Bonus Issue

As and when the company has large accumulated reserves represented by free reserves, securities premium, surplus etc. which are felt more than the requirements of the Company, the Board may consider to utilise such balances towards issuance of bonus equity shares or any other security (ies) as may be permissible under the applicable provisions of the Companies Act, 2013, SEBI Act alongwith applicable regulations thereunder and any other Act as may be applicable.

3. Buy Back

As and when the Company has large accumulate reserves represented by free reserves, security premium, surplus etc. which is also supported by sufficient liquidity in the company, the Board of Directors may consider to carry out Buy Back of its equity shares in accordance with the relevant applicable provisions of the Companies Act, 2013, SEBI Act alongwith applicable regulations thereunder and any other Act as may be applicable.

4. Sub Division /Splitting of Shares

The Board of Directors may also consider to sub divide the equity shares in order to improve the liquidity in the market and to make it more affordable to retail shareholders thereby attracting better participation of retail shareholders in the equity shares of the Company.

3] Material Changes and Commitment

a. Interim Dividend

The Board of Directors at its meeting held on July 26, 2016 has declared a 1st interim dividend of Rs.1.50 (75%) per equity share having face value of Rs.2/- (Rupees Two) each for the year 2016-17. The dividend payout to the shareholders will be Rs.631.49 lacs including dividend distribution tax.

b. Issue of Bonus Shares

The Board of Directors at its meeting held on July 26, 2016 has recommended a bonus issue of shares in the proportion of one fully paid up bonus equity share of Rs.2/- each for every one fully paid up equity share of Rs.2/- each held as on record date to be determined. The said bonus shares shall be subject to approval of members at ensuing Annual General Meeting.

Except the aforesaid, there was no material change and commitment affecting the financial position which occurred between the financial year and to the date of this report.

4] Operations Review

During the period under review, revenue from operations along with other income on standalone basis stood at Rs.43,434 lacs. During the period 2015-16, your Company continued to expand its domestic presence by widening its marketing network of distributors, dealers and retail chain stores throughout the country with adequate warehousing infrastructure in all strategic locations in various parts of the country. Your Company has taken steps to revitalise the organisational structure of the marketing function to enable better penetration into the local market. Your Company has also initiated steps to strengthen its after sales service and increase its market penetration by appointing service franchisees in new locations and introducing a single nationwide customer care number. This will enable prompt and efficient provision of after sales service, particularly to strategic locations in the country.

Your Company strengthened its leadership position in the air cooler industry through a consistent focus on new product development and innovation, making it possible to offer a wide range of air coolers with a variety of new features. Ten new models of air coolers with a host of innovative features were introduced during the period. The existing models were also given a complete facelift with regard to the looks, features and packaging to make them more contemporary and appealing to the consumer. As a result of these measures, your Company now offers 44 models of air coolers to meet the requirements of a variety of customers.

To stimulate demand, your Company continues doing aggressive advertisement and promotional campaigns over print, electronic and digital media. Your Company''s R&D Department has come out with innovative products and technologies, enabling it to offer a complete range of air cooling solutions for all segments of customers.

During the period under review, the Company launched the world''s first wall mounted air cooler named "CLOUD". The Company has also filed an application for a global patent for this unique product, which comes with many new features such as multistage air purification, magic fill for automatic water refill, intelligent full remote control, fully closable automatic louvers and empty water tank alarm. Your Company has also introduced i-PURE technology which incorporates a multi-stage air purification system that comes with a set of filters that work together to keep air and water pollutants away and deliver pure and cool air. i-PURE technology coolers are equipped with advanced features, high quality PM2.5 wash filter pads and other filters which remove smell, dust and allergy particles.

Your Company is keenly aware of the important role played by its trade partners in the selling process and their contribution to its success. Accordingly, the Company has taken several steps to expand the retail network with a view to penetrate the domestic market further and to ensure easy availability of goods in the remotest corners of the country. During the period, your Company has taken several measures to increase trade loyalty and strengthen the relationships with distributors and retailers which have helped it in maintaining and further strengthening the market share.

Modern Trade

During the period under review, your Company continued to be aggressive in top line products sales through large format stores, retail chains, e-commerce portals and TV shopping channels. Your Company could maintain its number one position in modern trade, registering a healthy growth.

Your Company offered a distinct range of models for sale through e-commerce in order to have a greater focus on this emerging sales channel and also to avoid any kind of model conflict between traditional trade and e-commerce. Your Company continued to widen its modern trade market network and ensured better shelf space in the existing outlets. This has resulted in structured retail chains accounting for a significant portion of the Company''s total sales.

Your Company believes that the Modern trade is increasing at a faster pace than ever before and is eager to exploit its potential.

Central Air Cooling Solutions

The Central Air Cooling Solutions business has been further strengthened through focussed efforts, increased manpower and improved nation-wide dealer network.

During the period, your Company focussed on laying down detailed technical and operating guidelines followed by a series of training programs. Your Company successfully trained its dealer network on a pan India basis. The Company also bagged and executed numerous prestigious orders including those from Sanden, ABB, Havmor, Honda Two Wheelers, Vardhman Textiles, Hero Cycles, BHU and continued to develop its prominent clientele covering different customer segments like banks, auto industry, packaging, place of worship, FMCG, warehouses, hospitals, distilleries and railways. Your Company continues to make inroads into various segments with approvals from some key opinion makers like HVAC consultants and large MEP contractors. During the period under review, your Company continued with many business development activities through advertisements in newspapers, journals, TV channels and participation in exhibitions.

Your Company''s Packaged Air Coolers are compact, easy-to-install and are meant for mid- size spaces such as commercial, industrial and residential areas. They have gained momentum and have been received very well in the market. The campaign has resulted in increased awareness about Central Air Cooling Solutions. Your Company hopes to encash the benefits of these steps in the years to come.

Air Coolers - Overseas Business

Revenues from overseas business during the year under review remained at Rs. 46 crore. The economic crisis and currency devaluation in CIS countries had adversely affected the overseas business during the period. During the period under review, the Company successfully penetrated into newer markets like Slovenia, Cambodia,Thailand, Indonesia and Kenya. Your Company registered good growth in its business in the markets of U.K., Mauritania, Vietnam, Spain and Sri Lanka and envisages more openings and opportunities that are waiting to be tapped.

Your Company continued its focus on strategic and select markets including its focus on exports largely to the MENA region. Your Company continues to have several international quality certifications like CE, SASO, NOM etc. which provide access to other countries as well.

SEZ Units

During the period under review, the Company had operations in two Special Economic Zone (i) Kandla SEZ at Gandhidham, Kutch, Gujarat and (ii) Surat SEZ at Sachin, Surat, Gujarat. The operations at both SEZ units remain satisfactory. It may be noted that the SEZ units enjoy a number of direct and indirect tax benefits including benefits under new foreign trade policy.

Overseas Operations - Impco S. de R. L. de C.V, Mexico Impco S. de R. L. de C. V., Mexico, (Subsidiary Company) manufactures and markets a variety of coolers. Since the period under review which ended on March 31, 2016, is of 9 months as against the previous year of 12 months which ended on June 30, 2015, the figures are not comparable. Since the main season in Mexico is April to July, which is not part of the period under review, the peak season performance of the subsidiary is not reflected in the period under review, and only lean season performance is reflected.

As part of its strategy of introducing lean manufacturing operations, IMPCO has sold a part of its Land & Building located on Carr. Miguel Aleman 6061, Col. America, Guadalupe, Nuevo Leon for a consideration of Mexican Pesos 34 million (Eguivalent to INR 13 crore. approx.) plus VAT. In the future, other surplus real estate will also be monetized. This initiative will help IMPCO in following manner:

1. To retire its internal debt to parent company.

2. To improve its profitability by reduction in interest, depreciation, overhead and exposure to foreign exchange fluctuations.

5] Overseas Acquisition in China

During the period under review, your Company has successfully acquired 100% equity share capital of Munters Keruilai Air Treatment Equipment (Guangdong) Co. Ltd., China, from Munters AB according to Equity Transfer Agreement. This company has become a wholly owned subsidiary of your Company with effect from January 1,2016. Consequently, the accounts of the acquired company for the period of 3 months ended on March 31, 2016 are included in the consolidated financial statement. The Company has already received the certificate of approval for establishment of enterprises with foreign investment in the People''s Republic of China endorsing name of the Company as Investors from the concern Chinese Authority. The name of said company was changed to Guangdong Symphony Keruilai Air Coolers Co. Ltd. Your Company is in the process of reviewing and improving the performance of this company.

During the period under review, your Company was bestowed with "Best SME-Overall" and "Best SME-Manufacturing" in 2015 edition of Business Today''s Best SME Awards in the Rs. 250 crore and above turnover category. The Company won the awards for its consistent outperformance and staying ahead of its competitors with its focused approach, innovative products and dynamic business strategies.

7] Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations"), Management Discussion and Analysis Report for the financial year ended on March 31,2016 is annexed to this annual report.

8] Corporate Governance

Your Company has instilled a strong culture of values, morals and integrity and has continuously sustained a cohesive way of thinking and commitment to action. The Company endeavours to be a sustainable and reliable organisation as it trusts that unrelenting governance is the cornerstone in building and upholding relations with all its stakeholders. The Company''s association with its investors is a key factor of Corporate Governance. An enduring communication with investors and shared information about the Company in a regular and trustworthy manner supports the formation of a transparent relationship. It persues a policy of 100% compliance with all statutory requirements and has a strong system to evaluate them. Your Directors are committed to upholding the highest standards of answerability and intensely participate in overseeing risk and strategic management. The Board completely supports and endorses Corporate Governance practices in accordance with the provisions of clause 49 of the Listing Agreement and the Listing Regulations. The report on Corporate Governance is annexed herewith.

9] Subsidiaries

Your Company has four subsidiary companies, (i) Sylvan Holdings Pte. Ltd., Singapore, (ii) Guangdong Symphony Keruilai Air Coolers Co., Ltd. China, (iii) Impco S. de R. L de C.V, Mexico, (iv) Symphony USA Inc., USA. There is no material change in the nature of business of subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the Company''s subsidiaries in Form AOC-1 is annexed to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statement of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statement of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company (www.symphonylimited.com).

10] Auditors

Members of the Company, at its 28th Annual General Meeting held on October 27, 2015, has approved appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as an Auditor of the Company from the conclusion of the then ensuing annual general meeting until the conclusion of the thirty third annual general meeting of the Company, subject to I ratification by the Members at every Annual General Meeting.

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company shall ratify their appointment every year.

The Company has received a consent letter along with certificate from the Auditor under the provisions of the Companies Act, 2013, to the effect that their appointment, if made, would be within the prescribed limits and are not disqualified for appointment and further they are independent of management.

The Auditors'' report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

The Company takes on record, the valuable services of M/s Shah and Dalai, Chartered Accountants who were the statutory auditors of the Company since inception prior to appointment of M/s Deloitte Haskins & Sells as an auditor.

11] Cost Auditors

During the period under review, the Company was not required to appoint a cost auditor.

12] Corporate Social Responsibility

The annual report on Corporate Social Responsibility is enclosed as Annexure 1 pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is displayed on website of the Company.

13] Secretarial Audit Report

As required under Section 204 of the Companies Act, 2013, the Board of Directors of your Company had appointed Mr. Ashwin '' Shah, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended on March 31,2016 is annexed to Board''s Report as Annexure 2.

The Secretarial Auditors'' report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

14] Directors and Key Managerial

Mr. Nrupesh Shah, Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment. Brief profile of Mr. Nrupesh Shah, as required under Regulation 36(3) of the Listing Regulations, is annexed to the notice convening the 29th Annual General Meeting, which forms part of this Annual Report. Your directors recommend his re-appointment.

Mr. Nrupesh Shah was re-appointed as an Executive Director for a period of five years effective November 1, 2011, pursuant to which his present term will be expiring on October 31, 2016. The Board of Directors at its meeting held on July 26, 2016 has re-appointed Mr. Nrupesh Shah as Whole Time Director designated as an Executive Director for a period of five years from November 1, 2016 subject to approval of members.

During the period under review, Mr. Himanshu Shah, Independent Director, has resigned w.e.f November 30, 2015. The Board appreciated his contributions during his tenure as an Independent Director.

Due to retirement, Mr. Chandrakant Gandhi ceased to be Company Secretary and Compliance Officer w.e.f. October 31, 2015. The Board recognised his long term services to the Company.

Mr. Manan Bhavsar was appointed as a Company Secretary and Compliance Officer vve.f. November 1, 2015. He had tendered his resignation and accordingly he was relieved from this position w.e.f. close of working hours on June 30,2016.

Mr. Mayur Barvadiya has been appointed as a Company Secretary and Compliance Officer w.e.f. July 26,2016.

15] Extract of Annual Return

Pursuant to Section 3 (a) of Section 134 and Section 92(3) of the Companies Act, 2013, the extract of Annual Return in prescribed Form MGT - 9 is annexed herewith as Annexure 3.

16] Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

(b) they 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 period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17] Meetings of the Board

Four meetings of the Board of Directors of the Company were held during the period under review. The details of meeting of the Board are reported under Corporate Governance Report which is annexed to Board''s Report.

18] Declaration by Independent Directors

Mr. Dipak Palkar, Mr. Satyen Kothari, Mr. Naishadh Parikh and Mr. Darshan Patel being independent directors, have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and under the Listing Regulations.

19] Nomination & Remuneration Policy

The Company has framed Nomination & Remuneration Policy for appointment of directors and senior management personnel, their remuneration and evaluation of directors and Board. The details of the said policy are I reported in the Corporate Governance Report.

20] Particulars of loans, guarantees or investments

The liquidity position of your Company is fairly comfortable and therefore the surplus funds were invested to generate returns. As required under Section 186(4) of the Companies Act, 2013, the following are the full details of investments made or loans provided during the year under review:

21] Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered with related parties as per Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 are given in Annexure 4 to the Board''s Report.

22] Risk Management

The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing / mitigating the same. The Company periodically reviews its process for identifying, minimizing and mitigating risks. The Board of Directors of the Company have framed a risk management policy and same is being adhered by the Company. There are no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges, are set out in the Management Discussion and Analysis which forms part of this Report.

23] Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has carried out annual performance evaluation of its own performance, its committees and all directors of the Company. The Nomination and Remuneration Committee has also reviewed the performance of Board and all directors of the Company as required under the Companies Act, 2013 and the Listing Regulations.

Criteria for evaluation of Board and Committee

These criteria broadly covers the composition & quality, meeting procedures, strategy, management relations, succession planning, functions, duties, etc.

Criteria for evaluation of Directors

They broadly covers participation at meetings, knowledge & skill, personal attributes, leadership & quality, strategy, formulation and execution, planning & execution, human resource management/relations, product/ service knowledge and so on.

24] Audit Committee

The Board of Directors has re-constituted the Audit Committee at its meeting held on October 23, 2015. Subsequent to the reconstitution, Committee comprises Mr. Dipak Palkar, Chairman, Mr. Naishadh Parikh, Mr. Darshan Patel and Ms. Jonaki Bakeri. As per Section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 2015-16.

25] Vigil Mechanism

The Company has established a vigil mechanism to provide adequate safeguard against victimization and to provide direct access to the Chairman of Audit Committee in appropriate cases. This mechanism is available on the website of the Company.

26] Details of significant and material orders passed by the regulators or courts or tribunals

During the period under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

27] Particulars of Employees

Pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, information of directors/employees of the Company are set out as Annexure 5 to the Board''s Report.

28] Internal Financial Controls and its adequacy

The Company has devised an internal control system across various functions and the same is reviewed by the Statutory Auditor and Internal Auditor at regular intervals. There is a centralized ERP system with user rights given on "need-to-know" basis and "maker-checker" concept is incorporated in each transaction entered in the system. All payments are subject to pre-authorisation as well pre-audit. Further to strengthen the systems and processes and looking to the global presence and growth, the Company has implemented SAP, ERP system with the help of M/s KPIT a well known SAP implementation partner. The project cost would be over Rs.5 crore.

29] Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received during the period under review.

30] Deposit

The Company has not accepted any deposit during the year under review and no unclaimed deposits or interest was outstanding as on March 31,2016.

31]Insurance

The insurable interests of the Company including building, plant & machinery, stocks, vehicles, and other insurable interests like loss of profits, directors & officers'' liability etc. are adequately covered.

32] SEBI order against Sharepro Services (I) Pvt. Ltd.

The Securities and Exchange Board of India (SEBI) vide its order no. WTM / RKA / MIRSD2 / 41 / 2016 dated March 22, 2016, has passed Ex Parte - Ad - Interim Order against Sharepro Services (I) Pvt. Ltd. (Sharepro) and others in order to protect the interest of investors and integrity of the securities market. SEBI has also directed all client companies of Sharepro to conduct thorough audit of records and systems of Sharepro. The Company has, after preliminary inquiry, prima facie discovered certain irregularities w.r.t. share related operations at Sharepro. The Company has filed a complaint on March 30, 2016 with Ellisbridge Police Station, Ahmedabad against Sharepro and others, for further investigation in the matter. The Company had already terminated services of Sharepro.

As per the directions provided in the said order of SEBI, the Company had appointed Ernst & Young LLP, as an Auditor, to complete its audit within 3 months from the date of the said order. Accordingly the Company has submitted the report of Ernst & Young LLP to the SEBI. Further the Company will take appropriate action as per the SEBI order.

33] Change of Registrar and Share Transfer Agent

In view of the SEBI order dated March 22, 2016, the Company has appointed M/s. Karvy Computershare Pvt. Ltd., as the Registrar and Share Transfer Agent.

34] Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given as Annexure6.

35] Acknowledgments

Your Directors wish to express their appreciation of the committed services by employees at all levels. Your Directors also wish to place on record their deep sense of appreciation for the valued support & co-operation by OEMs, distributors, dealers, service franchisees, suppliers, C&FAs, bankers and all other stakeholders of the Company and look forward to their continued association with the Company. The Company will make every effort to meet the aspirations of its Shareholders.

For and on behalf of the Board

Place: Ahmedabad Achal Bakeri

Date July 26,2016 Chairman and

Managing Director

DIN-00397573

Jun 30, 2014

Dear Members,

The Board of Directors present 27th Annual Report along with consolidated and standalone audited annual accounts for financial year ended June 30, 2014.

1]A) Highlights of Results (Rs.in Lac)

Standalone Consolidated Particulars 2013-2014 2012-2013 2013-2014 2012-2013

Revenue from Operations & Other Income 46,637 32,512 54,650 39,473

Profit before Financial Charges, 13,678 9,385 13,990 9,558 Depreciation & Taxation

Less: Financial Charges 5 32 5 32

Less: Depreciation & Amortisation Expenses 115 131 382 394

Profit before Tax 13,558 9,222 13,603 9,131

Less: Income Tax 3,662 2,522 3,676 2.522

Less: Deferred Tax Liability 9 (4) 8 151

Less: Provision for tax of earlier years - 436 (726) 436

Less: Loss from discontinuing operations - - 73 11

Profit after Taxation 9,887 6,268 10,572 6,011

Add: Balance as per last year Balance Sheet 12,908 10,300 13,573 11,222

Amount available for Appropriation 22,795 16,568 24,145 17,233

Transfer to General Reserve - 1,000 - 1,000

Proposed Dividend & Dividend Tax 5,320 2,660 5,320 2,660

Balance carried to Balance Sheet 17,475 12.908 18,825 13,573

B) Other Key Financials as on June 30, 2014

Consolidated Financial Results

Your Company with its subsidiaries have global presence and to view overall comprehensive performance of the Company, the Company has consolidated its accounts with the accounts of its subsidiaries in compliance with applicable accounting standard. The consolidated total revenue stood at Rs.54,650 lac which grew by 38% as compared to the consolidated total revenue of previous year. The profit after tax touched to Rs.10,572 lac as compared to Rs.6,011 lac in the previous year recording an increase of 76%

The highlights of the key financials are as under:-

(Rs.in lac except per share data)

Particulars Standalone Consolidated

Equity Share Capital 700 700

Net worth 23,274 27,578

Book Value Per Equity Share 67 79

Earning Per Share (EPS) 28.27 30.23

Investments/Corporate Funds 19,474 19,474

Contribution to Exchequer 11,857 13,560

2] Dividend

The Board has recommended final dividend of Rs.11 (550%) per equity share having face value of Rs.2 each for the financial year ended on June 30, 2014, payable subject to approval at ensuing annual general meeting. Your Board of Directors had declared maiden interim dividend of Rs.2 (100%) per equity share having face value of Rs.2 each. Thus aggregate dividend for the year ended on June 30, 2014 on approval at ensuing annua general meeting would be Rs.13 (650%) per share as against Rs.6.50 (325%) for the previous year

The total payout including final dividend as above for the year 2013-14 (including dividend distribution tax) would be Rs.5,320 lac (previous year Rs.2,660 lac) translating into a dividend payout of 50% (previous year 44%) on consolidated net profit.

Dividend Policy

Symphony believes in maintaining a fair balance between dividend distribution and cash retention Symphony has been conscious of the need to sustain stability in its dividend payout. Symphony has decided to have a dividend payout of atleast 50% of profits (including dividend distribution tax) subject to business contingency or unforeseen cash requirements. Cash retention is required for future growth, probable acquisitions and to meet any unforeseen contingency. The Company has also a recent practice of paying interim dividend

3] Operations Review

Operating in policy log jam prevalent during the previous year and uncertain political environment resulted into absence of vibrant growth inducing policies placing nation''s economic growth on the backburner. Regardless of adverse externa environment coupled with rising cost, stubborn inflation and policy-jam, all business verticals of your Company recorded improved numbers. Your Company on standalone basis posted a gross turnover of Rs.45,124 lac in 2013-14, a growth of 46%overRs.30,836lacin 2012-13.

During the year under review, your Company continued to develop its nationwide presence by expanding network of its distributors, dealers in more and more towns throughout the country with suitable warehousing facilities in all strategic places in different regions of the country. Your Company continues to strengthen its operating structure of its marketing function to pierce into the immense latent regions within the country. Correspondingly, your Company is also intensifying ''After Sales Service'', through service franchisees with ''nation wide Customer Care Number'' to touch to core locations of the nation offering well- timed and resourceful after sales service.

Persistent innovative steps by your Company enabled it to offer extensive range of air coolers having varieties of features. Presently, your Company has 23 models of air coolers to outfit the necessities of variety of customers in different provinces of the nation

To stimulate encouraging prospects, your Company initiated aggressive advertisement and promotional campaigns over print, electronic media and digital with expanded manpower. Your Company is optimistic to tap the enormous opportunity of rural and urban markets

Air coolers - Domestic Operations

During the year under review, your Company strengthened its leadership position in air cooler ndustry by consistent growth both in terms of sales volume and sales revenue.

Symphony continued its focus on new product development, strategic planning inter-alia consisting of superior quality, penetration in new markets, enlarging market network, prompt and efficient ''after sales service'', promotion of brand mage, which added momentum to its growth journey. Well planned and effective marketing strategies have made ''Symphony cooler'' a much preferred choice in competitive environment. During the year ''BTL'' (below the line) activities were successfully introduced by your Company as measure of brand promotion

Your Company is constantly evaluating options to enhance its capacity at present locations and also by tying up with new original equipment manufacturers at strategic locations in order to keep pace with growing demand. Numerous Research & Development initiatives are undertaken by your Company for improved and new models with added features to meet individual choice of the customers at large. Symphony in the year 2013-14, launched 8 new models of ''air coolers with advanced features. To cater diverse needs for air coolers, your Company along with its subsidiaries offers entire range of air cooling solutions effectively for all classes of customers, manufactured either in house or out sou reed

During the year, your Company penetrated into new markets of North Eastern states of India with robust focus on evolving present markets with more branches and warehousing facilities. Your Company''s focus on quality products with power saving technology has been vital strengths. The very allure of the Indian air cooler market is leading to steep competition among the prominent companies which have been encountered by your Company by tactical advertising and promotiona drive to prevail upon the consumers by offering greater value for every rupee spent

Your Company also predicts substantial potentia in the country for the air coolers meant for centra air cooling solutions, manufactured by its step down subsidiary company, Impco S. de R.L de C.V., Mexico as its products are fairly well received in the domestic market

Your Company is confidentto continue its growth journey with extensive market network as well as enlargement of dealer network reinforced by competent strong marketing team of professionals in India and abroad

Modern Trade

Again Symphony sustained its position at number one in modern trade business with amazing growth compared to lastyearand demonstrated to be a prominent air cooler brand in air cooler trade. The Company became more aggressive in top line products sales at stores, B2B business, e-commerce business, TV shopping business and regional retai sales business.

The modern trade channel continued to be a growth engine to the Company''s business as it energies growth by healthier shopping experience and greater visibility in the markets. Your Company continued to widen its modern trade market network to penetrate with better space. Your Company now enjoys substantial portion of the sales through organised retail chain in the country. Your Company believes that the Modern trade is rising at a faster clip and is enthusiastic to exploit its potentiality.

Central Air Cooling Solutions

Central Air Cooling Solutions business of the Company though still in nascent stage had been able to strengthen its operations. The focus was to have adequate representation and therefore the required manpower structure has been employed Subsequently, the aim is to create a base of dealer network across the country. The dealer network is increased by more than 75% indicating the confidence now the business drives amongst the trade.

Your Company has made some major breakthroughs in terms of entry into prestigious clientele covering various customer segments ike auto industry, packaging, places of worship, FMCG, paint industry, logistics, sugar mills, hospitals, distilleries, railways, commercia applications etc. There were repeat orders from some customers which establish their trust in the Company and its products

Your Company has made inroads with approvals from some key opinion makers like HVAC consultants and big HVAC con tractors

During the year under review, your Company witnessed many business developmental activities ike advertisement in leading HVAC journals, newspapers, participation in selected exhibitions with excellent response. An innovative digita campaign was also initiated which was successful

Air coolers - Overseas Business

Revenues from overseas business during the year under review crossed all previous peaks and touched to Rs.5,663 lac as against Rs.3,533 lac in 2012-13, an overall rise of 60%. Presently, your Company continues to export in about 60 countries and with vast opportunities yet to be accomplished

In the year 2013-14, exports of your Company to European countries grew handsomely. However, external challenging conditions prevalent due to political turmoil and instability in key operationa countries of Middle East and North African

Region led to demand contraction coupled with nflationary trend. Although, the business of your Company continued to sustain and the operating margins of exports improved fairly during the year reflecting the strength of the products and its brand in the overseas markets. Externa conditions are expected return to normalcy and your Company foresees to grow further

The Company continued its focus on strategic and select markets. Your Company has also organised warehouse facilities in Europe to boost presence in European countries. Your Company also continues its focus on exports primarily to MENA region, Latin America etc. Your Company continues to have numerous international quality certifications like GS, CE, SASO, NOM, KUCAS, etc. which contribute access to other countries as well

SEZ Unit at Sachin, Surat in Gujarat

In the year 2013-14, the SEZ unit of the Company situated at Sachin, Surat, surpassed production of more than one lac air coolers of different models. This is the highest ever production in a single year since its inception. The SEZ unit enjoys number of benefits, both direct and indirect, including 100% exemption of export profits.

4] Overseas Operations - Impco S. de R. L. de C.V, Mexico mpco S. de R. L. de C.V, (IMPCO), Mexico, step down subsidiary of the Company manufactures and markets a variety of coolers. For the period under review, Impco has shown improved efficiency and registered encouraging results. At

mpco, improvement is an on-going exercise to exploit its large manufacturing capacity. Impco has adopted ''5-S'' system to enhance its operationa processes and efficacy

Asa measure of tax reforms undertaken by Mexican government, IETU tax has been abolished w.e.f January 01, 2014, consequently, the deferred tax liability amounting to Rs.727 lac, created in the books of accounts of Impco is no longer required and the same has been written back.

mpco serves markets in Mexico and USA and enjoys excellent business tie ups with many prominent modern retails chains like Wal-mart, Sears, Home Depot, Lowes, Famsa, and Costco This complements the presence of your Company in the global arena

In June 2014, the Perry Johnson Registrars, Inc, had conducted second ISO 9001:2008 surveillance audit at IMPCO, Mexico and Mr. Enrique Sepulveda, from the external agency informed that IMPCO''s processes were in compliance with the Quality Management Systems.

5] Awards & Recognitions

Your Company''s products and performance continues to be recognised and appreciated across the country and the globe as well. During the year, yourCompany has been recognised and bestowed with followings awards:

(i) ''Best Presented Annual Report in the Manufacturing Sector'' by the South Asian Federation of Accountants for your Company''s Annual Report of 2011-12 for its Transparency, Accountability and Governance.

(ii) ''Quality Mark 2014'' award for Best Quality Organisation in the Home Appliances category by the Quality Mark Trust.

6] Management Discussion and Analysis Report

Pursuant to clause 49 of listing agreement, management discussion and analysis report for the year is annexed to this annual report.

7] Corporate Governance

Your Company has inculcated a strong culture of values, ethics and integrity and has always upheld an integrated way of thinking via obligation of action. The Company strives to be a sustainable and trusted organisation as it believes that sustained governance is the corner stone in building and upholding interactions with all its stake holders. The Company''s relationship with its investors is a key component of Corporate Governance. An ongoing interaction with nvestors and communicating information about the Company in a consistent and credible way aids to establish a transparent relationship. It meticulously pursues a policy of 100% compliance with all statutory requirements and has a robust system to review them.

Your Directors consider in upholding the highest standards of accountability and keenly participate in overseeing risk and strategic management. The Board fully supports and endorses Corporate Governance practices in accordance with the provisions of Clause 49 of the listing agreement and the report on Corporate Governance and Management Discussion and Analysis, as required under clause 49 of the Listing Agreement is annexed

The Chairman and Managing Director, Executive Director and Chief Financial Officer have certified to the Board regarding the financia statements and other matters as required in clause 49 of the Listing Agreement and the said certificate is contained in the Annual Report. A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also annexed. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

The Board has implemented a Code of Business Conduct and an "Ethics Code" aimed at members and senior management to inculcate business ethics in the Company in their dealings with employees and business associates.

8] Subsidiaries

Your Company continues to have two subsidiary companies and two step down subsidiary companies. Sylvan Holdings Pte. Ltd., Singapore, (Sylvan) and Symphony Air Coolers Inc. USA are two subsidiaries. Sylvan has a subsidiary company in a Mexico i.e. Impco S. de R. L. de C.V (IMPCO). mpco, in turn, has a subsidiary company in the USA, namely Symphony USA Inc., which markets a variety of coolers. Symphony Air Coolers Inc. USA is under process of its closure and its business is taken care of by Symphony USA Inc. There is no material change in the nature of business of subsidiaries

Pursuant to provision of section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiary Companies with the Balance sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed nformation to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financia Statements presented by the Company include the financial results of its subsidiary companies.

9] Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements and Clause 32 of the Listing Agreement with the Stock Exchanges, the audited Consolidated Financia Statements are provided in the Annual Report 2013-14 for its subsidiary Companies, i.e. Sylvan Holdings Pte. Ltd., Singapore, Symphony Air Coolers Inc., USA, Impco S. de R. L. de C.V, Mexico and Symphony USA Inc., USA.

10] Directors Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the directors of the Company hereby state and confirm that: in preparation of the Annual Accounts for financial year 2013-14, applicable accounting standards have been followed and there has been no material departures;

i. they 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 period;

i they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis

11] Auditors

M/s. Shah & Dalai, Chartered Accountants, Ah medabad, hold office as Auditor of the Company until the conclusion of the ensuing Annua General Meeting and the Board recommends their re-appointment till the conclusion of next Annua General Meeting

The Company has received a consent letter along with certificates from Auditor under provisions of the Companies Act, 2013 to the effect that their reappointment, if made, would be within the prescribed limits and are not disqualified for re- appointment.

12] Cost Auditors

Pursuant to Cost Audit Branch Order dated November 6, 2012, issued by Ministry of Corporate Affairs, M/s. Dalwadi & Associates, Cost Accountants, were appointed as Cost Auditor for the financial year ended on June 30,2014 with approval of Central Government.

The cost compliance report for financial year 2012-13 was filed by the Company on December 24, 2013 within prescribed time limit. Further the cost audit report for the financial year ended June 30, 2014 will be filed within prescribed time period

13] Corporate Social Responsibility:

Section 135 of the Companies Act, 2013 concerning Corporate Social Responsibility together with Rules thereunder and revised Schedule VII were notified on 27 February 2014 to come into effect from 01 April 2014.

Symphony welcomes the initiative taken by the MCA with an objective to embrace responsibility for the corporates actions and to motivate a positive effect through its activities on promoting education, environmental sustainability, rura development, communities and all other members of the public domain who may also be considered stakeholders

YourCompany, being covered underthe provisions of the said Section, has constituted a Committee of Directors, titled "Corporate Social Responsibility Committee" comprising of the following 3 Directors as its members:

Mr. Achal Bakeri, Chairperson

Mr. Nrupesh Shah, Member

Mr. Himanshu Shah, Member (Independent Director)

The role of the Committee is to formulate and monitor the CSR Policy of the Company. The

Committee has formulated a CSR Policy, which has been approved by the board

Since the said section has been enacted w.e.f. Apri 01, 2014, prescribed details as required under the said Section shall be presented to the members in the annual report for the year 2014-15.

14] Secretarial Audit Report

As a step towards good corporate governance practice, the Board of Directors of your Company appointed Mr. Ashwin Shah, practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the accounting year ended June 30, 2014 is provided in the Annua Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisionsofthe Companies Act, 1956, Companies Act, 2013, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and various Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

15] Directors

The Board of Directors at their meeting held on August 20, 2014 appointed Mr. Satyen Kothan and Ms. Jonaki Bakeri as Additional Directors and they shall hold office till the ensuing Annua General Meeting of the Company.

As per the provisions of section 149 and other applicable provisions of the Companies Act, 2013 and rules made thereunder and also as per Listing Agreement, the Board has appointed Mr. Satyen Kothari, Mr. Himanshu Shah and Mr. Dipak Palkar as non-executive independent directors for a period of consecutive five years and they shal not be liable to retire by rotation. The Board has appointed Ms. Jonaki Bakeri as a non-executive director liable to retire by rotation

Mr. Nrupesh Shah, Director of the Company retires by rotation at the ensuing annual genera meeting and being eligible, has offered himself for reappointment.

Brief profile of aforesaid directors, as required under clause 49 of the Listing Agreement, is annexed to the notice convening the 27th Annua General Meeting, which forms part of this Annua Report. Your directors recommend appointment of all above Directors.

16] Fixed Deposit

The Company has not accepted any public deposit during the year under review and no unclaimed deposits or interest was outstanding as of June 30,2014.

17] Insurance

The insurable interests of the Company including factory building, plant & machinery, stocks, vehicles, and other insurable interests like loss of profits, directors & officers'' liability etc. are adequately covered

18] Disclosure

In line with the requirements of Listing Agreement with the Stock Exchanges and the Accounting Standards of the Institute of Chartered Accountants of India, your Company has made additional disclosures in Notes on Accounts for the year under review in respect of related party transaction, calculation of EPS and deferred tax liability.

19] Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure attached hereto and forming part of the Directors'' Report

20] Particulars of Employees

In terms of the provisions of section 217 (2A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are set out in annexure to the Directors'' Report. Having regard to the provisions of section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company

21] Acknowledgments

Your Directors wish to express their appreciation of the committed services by employees at all levels. Your Directors also wish to place on records their deep sense of appreciation for the valued support & co-operation by OEMs, distributors, dealers, service franchisees, suppliers, C&FAs, bankers and all other stakeholders of the Company and look forward to their continued association with the Company. The Company will make every effort to meet the aspirations of its Shareholders.

For and on behalf of the Board

Achal Bakeri

Place : Ahmedabad Chairman and

Date : August 20, 2014 Managing Director

Jun 30, 2013

To The Members of Symphony Limited

The behalf of the Board of Directors, I have great pleasure in presenting to you, the 26th Annual Report and Audited Accounts on standalone as well as consolidated basis for financial year ended on June 30, 2013.

1] A) Financial Results

(Rs.in Lacs) Standalone Consolidated Particulars 2012-2013 2011-2012 2012-2013 2011-2012

Revenue from Operations & Other Income 32,512 25,849 39,473 31,974

Profit before Financial Costs, Depreciation & Taxation 9,404 7,214 9,587 7,886

Less: Financial Costs 51 67 62 75

Less: Depreciation & Amortization Expenses 131 169 394 486

Profit before Tax 9,222 6,978 9,131 7,325

Less: Current Tax 2,522 1,957 2,522 1,957

Less: Deferred Tax (4) (13) 151 57

Less: Provision for tax of earlier years 436 436

Less: Loss from discontinuing operations 11 1

Profit after Taxation 6,268 5,034 6,011 5,310

Balance as per last year''s Balance Sheet 10,300 8,252 11,222 8,898

Amount available for Appropriation 16,568 13,286 17,233 14,208

Less: Transfer to General Reserve 1,000 750 1,000 750

Less: Proposed Dividend & Dividend Tax 2,660 2,236 2,660 2,236

Balance at the end of year 12,908 10,300 13,573 11,222

B) Other Key Financials as on June 30, 2013

Consolidated Financial Results

In order to provide a better understanding of performance of the company in view of its global operations, we present hereunder the consolidated results of Symphony and its global subsidiaries in addition to the company''s financial performance from Indian operations on standalone basis. The company scaled new heights and benchmarks in terms of sales and profits for financial year ended on June 30, 2013. The company''s consolidated total revenue increased to Rs.39,473 Lacs from Rs.31,974 Lacs in the previous year, recording a robust growth of 23%. The consolidated profits after tax for the financial year under review increased to Rs.6,011 Lacs as against Rs.5,310 Lacs in the previous year registering a growth of 13%. During the year under review, the company recorded a robust growth of 17% in its consolidated net worth.

Key Financials

Management and Discussion Analysis forming part of this Annual Report provide detailed information and analysis of financial results for the year under review.

2] Dividend

Your directors have pleasure to recommend a dividend of Rs.6.50 (325%) per Equity Share having face value of Rs.2/- for the financial year ended June 30, 2013 [last year Rs.5.50 (275%) per Equity Share having face value of Rs.2/-, which was comprised of Rs.3/- per Equity Share as normal dividend and Rs.2.50

as a Silver Jubilee Year Special Dividend.]

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the company''s policy to pay sustainable dividend; linked to long term growth objective of the company to be met by internal cash accruals. The total pay out on account of dividend is Rs.2,660 Lacs, the highest ever pay out by the company since inception. This translates into a dividend pay out ratio of 42.44% (including dividend distribution tax) on standalone profit.

3] Performance Review

Year 2012-13 proved to be a challenging year amidst global economic uncertainties and disturbances in many parts of the world. Despite such constraints and challenging environment, your company in the year 2012-13, recorded an encouraging performance regardless of the inflationary environment, increasingly competition and the challenging market environment. During the year under review notwithstanding the above your company outshined its past track record and achieved a robust performance both in terms of volume and sales revenue. There was stock out position for personal coolers in peak season. Your company has made it possible by effective initiatives which focused on consumers and development of market network with emphasis on innovation, greater efficacy and environment friendly products, while strengthening organisational leadership. Your company''s business continues to grow strongly in double digits. Your company continues its focus on cost control, inventory management and productivity enhancement to improve margins. Your company also endures to lay emphasis on cash generation driven by strong performance, focus on efficiencies, cost management and continued efficient collection system.

Your company along with its subsidiaries has been able to expand more capacities, register encouraging performance, expand into new geographies, strengthen its market network. Further, over the years, your company has consciously developed its intellectual property rights in form of trademarks, copy rights and designs etc. for different models of air coolers as well as of logo and corporate brand "Symphony". Today, your company enjoys large number of registrations in India as well as in several countries world over. Your company firmly believes that its trademarks and designs have considerable value and significance which greatly help in marketing its products. Brand "Symphony" today is the most trusted brand in air cooler industry in the country as well as in many parts of the world.

Your company sustained its focus to magnify its nationwide market network and at present it has 766 distributors and 16,400 dealers representing about 4,500 towns with adequate warehousing facilities in all strategic locations to cater to every nook and corner of the country. Your company strengthened its operating structure of marketing function to capture the vast dormant markets of the nation. On ÂAfter Sales Service'' front, your company has also enlarged its network of service franchisees with ÂNation Wide Customer Care Number'' to cover important towns all over the country for timely and resourceful after sales service. Your company managed investments prudently by deploying surplus funds after ensuring that such investments satisfy the company''s criteria of safety and security.

Air coolers - Domestic Operations Business of the company continued its growth journey during the year with extensive market network as well as enlargement of dealer network. During the financial year, your company strengthened its leadership position in air cooler industry by consistent growth in terms of sales volume. Your company achieved its goals by focusing on strategic initiatives which inter-alia comprise of engaging to promote own brand, innovation for growth, being effective and efficient and leading to win.

Well planned and successful marketing strategies have made Symphony coolers a much preferred choice in competitive environment. Customer focus, quality and power saving have been core strengths of the company.

To keep pace with growing demand for our products, the company is constantly exploring options for augmenting capacity at the existing locations and also by tying up with new original equipment manufacturers in strategic locations.

Year 2012-13 was marked by significant advance in our R & D initiatives in the products of the company, which added momentum to its growth journey. It has been constant endeavour of your company to instigate innovations so as to offer an extensive selection for different customers of air coolers in terms of different models and features to suit their individual requirement.

Your company during the year under review, introduced 6 new models of Âi'' series air coolers (intelligent coolers with features such as empty tank alarm, full remote function, memory restore function etc.). It also launched air coolers with Âdura pump technology'' having pump with long life to grab potentiality of the unexplored market. Your company together with its subsidiaries offers 87 models of air coolers for almost all categories of customers to cater to their needs for air coolers, manufactured either in house or out sourced.

A visible evolution in pattern of rural areas consumption has been phenomenal, with increasing demand for quality products. The very charm of the Indian consumer market is leading to steep competition among the key players which has been encountered by your company through strategic advertising and promotional drive to prevail upon the consumers by offering superior value for every rupee spent. Your company penetrated into new markets with firm focus on emerging markets which are currently outpacing growth in developed market reiterating our emphasis in these geographies. The organisation offer value added air cooler models to complement the evolving needs of global markets.

To meet need for expanding business, your company has strengthened its marketing team by employing competent team of marketing

professionals in India as well as in several countries of its operations.

With a view to fully leverage all these improvements and strategies, the advertising campaign in 2013 season was far more aggressive compared to the previous year. The aggressive advertisement campaign was formulated only after in-depth workshop to evaluate communication strategy to cultivate the air cooler market. Your company communicated India''s cooling needs are diverse and how Symphony air cooler meets all the needs. "Symphony cooler" is positioned as "India ka cooler, India ko rakhe cooler."

Modern Trade

Symphony continued to become stronger in modern trade with remarkable growth over the previous year and also proved to be a leading air cooler brand in retail. The company became more aggressive in e-commerce resulting into growth through leading e-commerce sites.

The modern trade channel continued to be a growth engine to the company''s business as it drives growth by better shopping experience. Your company continued to broaden its market network to penetrate with greater space. Your company now enjoys significant portion of the organised retail chain in the country. Your company believes that the Modern trade is growing at a fast clip and is optimistic to exploit its potentiality.

Industrial Air Coolers

Industrial Cooler business of the company is in nascent stage and the focus has been to strengthen the business. The company has developed in-house air cooling project design facilities with a dedicated resource. Another important step undertaken by your company is to create a productive base of dealer network across the country.

The overall business has shown remarkable growth during the year under review to the tune of 107% over business of industrial cooler of previous year. Also the company has strengthened its manpower across the country to capture the untapped market of Industrial Cooler business.

Your company has made some major breakthroughs in terms of entry into new customer segments like paint industry, logistics, moulding industry, auto Industry, carpet industry, religious sector, bakery, FMCG companies, food industry, educational institutes, auditorium, bottling plant, etc. Your company has also received repeat orders from some customers to whom industrial coolers were supplied earlier which establishes their trust in the company and its products.

Your company has also started a novel concept of air cooling the railway running rooms and waiting halls etc. Also, the company has made inroads with approvals from some key opinion makers like HVAC consultants and big HVAC Contractors.

The year under review also witnessed many business developmental activities like participation in many exhibitions, CII expos, Ishrae and Ashrae meets and advertisement in many HVAC journals and newspapers with overwhelming response. An innovative digital campaign was also initiated which was successful.

Air coolers - Overseas Operations The company continued its focus on exports in 2012-13. Presently, your company exports to about 60 countries and there is a huge potential yet to be tapped. During the year, Symphony increased its spread in Latin America and Africa.

In the year 2012-13, the export revenues [including subsidiary viz. Impco S.DE. R.L.DE. C.V, Mexico (Impco)] were Rs.3,533 Lacs as compared to Rs.4,096 Lacs in the previous year. Though, there is a reduction in overall international sales, if we take out exports made to Impco from international sales, then there is robust increase of about 40% in sales value to rest of the world and price realization has gone up in excess of 6%. During the year, Symphony added some new countries like Ecuador, Bolivia, Armenia, Kazakhstan and Mauritius; recently Symphony has finalised a large distributor in Pakistan.

In export market, as a revised strategy the focus is on large markets. The strategy is to focus on some of the large and important select markets and to work in a focused way. Symphony has also planned to have a warehouse in Europe to enhance penetration in EU. It is also in process of establishing a branch in UAE. This will help substantially to increase sales in Middle East and North African countries. Your company also continues its focus on exports primarily to MENA, Latin America etc.

Symphony continues to have various international quality certifications like CE, SASO, ETL, NOM, KUCAS, GS certificate from Germany etc which give access to other countries as well..

Impco S.DE. R.L.DE. C.V, Mexico Coming to operations of subsidiary of the company, viz. Impco S.DE. R.L.DE. C.V, Mexico (Impco), it has registered subdued performance during the year. Sales have not happened as per the plan. This is mainly on account of delayed season, which affected entire air cooling industry including air conditioners, air coolers and fans. As a result of that even service centre sales got affected to some extent. Consequently, though overall overheads were almost the same as per the last year margins were under pressure and hence the performance. Impco has already identified the necessary strategy and steps to be taken to improve the performance, just to narrate some of them, lean manufacturing project has been under discussion and will be implemented during the next year. The project is being implemented basically to have improved control on costs, including manufacturing costs, inventory costs and also to further rationalise inventory level.

SEZ Unit at Sachin, near Surat in Gujarat The performance of SEZ Unit of the company at Sachin, near Surat in Gujarat during the year under review was quite encouraging. The SEZ unit entails various benefits, including 100% income tax exemption on export profits from SEZ unit.

4] ICAI Award for Excellence in Financial Reporting:

Your company''s Annual Report and Accounts ended on 30th June 2011, for consecutive second year, have been adjudged as the winner of an award under the category VII-Manufacturing Sector (Turnover less than Rs.500 Crores) of the "ICAI Awards for Excellence in Financial Reporting".

5] Corporate Governance

Your company strives to maintain high standards of Corporate Governance in all its interactions with stakeholders. The company continues its endeavour to be a sustainable and trusted organisation as sustained governance is the corner stone in building and maintaining relationships with all its stakeholders. The company''s relationship with its stakeholders is an important component of Corporate Governance. An ongoing interaction with investors and communicating information about the company in an unswerving and credible manner helps to establish a transparent relationship. It rigorously follows a policy of 100% compliance with all statutory requirements and has a healthy system to review them.

The CMD, Executive Director and Chief Financial Officer (CFO) have certified to the Board regarding the financial statements and other matters as required in clause 49 of the Listing Agreement and the said Certificate is contained in the report. A Certificate from the auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is also annexed. All the Board members and senior management employees have affirmed compliance with the Code of Conduct.

The Board has implemented a Code of Business Conduct and an "Ethics Code" aimed at members and senior management to inculcate business ethics in the company in their dealings with employees and business associates. Report on Corporate Governance forms an integral part of this Annual Report.

6] Trade Relations

Your directors wish to record appreciation of the continued unstinted support and co-operation from its retailers, stockists, suppliers of goods / services, clearing and forwarding agents and all others associated with the company. Your company will continue to build and maintain strong link with its business partners.

7] Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in separate section forming part of this Annual Report.

8] Human Resources:

The employee relations in the company continued to be cordial. Over the years, your company''s focus has increased towards human capital. Your company believes that the support of human capital is of utmost importance to sustain the market leadership in all products segments and also to capture markets. The company firmly believes that employees are the most vital assets and key differentiators of business success.

In order to enhance the efficiency and effectiveness, the company instituted several employees friendly policies and employees development programmes, across all levels, to enthuse a vibrant work culture and ensure that the workforce remains invigorated and motivated. Your company has also successfully migrated to an improved Performance Management System to identify the high performers and reward appropriately which has helped to achieve better employee engagement score. We are striving to build a performance driven culture and create an environment conducive for employee growth.

9] Directors

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the company, Mr. Himanshu Shah, Director of the company retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re- appointment. Your directors recommend his re- appointment.

10] Fixed Deposit

During the year under review, the company has not accepted any fixed deposit from the public and as on June 30, 2013 the company does not hold any unclaimed deposits or interest thereon.

11] Branch at UAE

Symphony is in process of establishing a branch in U.A.E, which is an important hub for trading activities for MENA region - ÂMiddle East North Africa''. This region includes GCC countries (Gulf Cooperation Council), other Middle-eastern countries and North African countries. The whole of this region has vast and promising markets for air coolers. Your directors believe that on opening of this branch, the company foresees to expand its presence in this area.

12] Subsidiaries

The company during the year under review, has fully subscribed 37,00,000 equity shares each of

US$ 1 (fully paid up) issued by its subsidiary i.e. Sylvan Holdings Pte. Ltd., Singapore.

During the year under review, to realign and consolidate the business being carried out by the subsidiaries of the company, it has been decided to close down Symphony Air Coolers Inc., USA. The business of Symphony Air Coolers Inc. will be taken care by the Symphony USA Inc., subsidiary of the Impco S.DE. R.L.DE. C.V., Mexico, which is also a step down subsidiary of the company. Consolidation exercise and consequent reduction in the number of subsidiaries will help in enhancing operational flexibility, efficiencies and greater and optimal utilisation of resources and also lead to significant reduction in the multiplicity of legal and regulatory compliances.

Your company has two subsidiary companies (and two step down subsidiary companies) i.e Sylvan Holdings Pte. Ltd., Singapore, (Sylvan) and Symphony Air Coolers Inc. USA. Sylvan has a subsidiary company in Mexico i.e. Impco S.DE. R.L.DE. C.V. (Impco), which manufactures and markets a variety of industrial and small coolers. Impco, in turn, has a subsidiary company in USA, namely Symphony USA Inc., which markets a variety of coolers.

Except this, there is no material change in the nature of the business of the subsidiaries.

Pursuant to the provision of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiary Companies with the Balance sheet of the company. The company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the company. The Consolidated Financial Statements presented by the company include the financial results of its subsidiary companies.

13] Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited consolidated financial statements have been prepared and are provided in Annual Report pursuant to clause 32 of the Listing Agreement entered into with Stock Exchanges.

14] Director''s Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the company hereby states and confirms that: i. in preparation of the Annual Accounts, applicable accounting standards have been followed and there has been no material departures; ii. such accounting policies have been selected and applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at June 30, 2013 and of the profit of the company for that period; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; i v. the annual accounts have been prepared on a going concern basis.

15] Insurance

Insurable interests of the company including

Factory Building, Plant & Machinery, Stocks, and Vehicles etc. are adequately insured.

16] Disclosure

In line with the requirements of Listing Agreements with Stock Exchanges and the applicable Accounting Standards, your company has made disclosures in Notes on Accounts for the year under review in respect of related party transactions, calculation of EPS and deferred tax liability.

17] Reduction in Contingent Liability

Your Directors are happy to inform that the disputed sales tax demand against the company of Rs.4,425 lacs (out of total Rs.4,429.67 lacs) as stated at Notes to Accounts (28) b) has been favourably decided by the Gujarat VAT Tribunal vide its order dt. October 8, 2013. The said contingent liability therefore ceases to exist w.e.f. October 8, 2013.

18] Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure attached hereto and forming part of the Directors'' Report.

19] Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are set out in annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the company others entitled thereto. Any member interested in obtaining such particulars may write to the company secretary at the registered office of the company.

20] Corporate Social Commitments

Your company is committed to play its role as an enlightened corporate citizen and endeavours to reach out to the underprivileged in and around the areas of its operations.

21] Auditors

M/s. Shah & Dalal, Chartered Accountants, Ahmedabad, hold office as Auditor of the company until the conclusion of the ensuing 26 Annual General Meeting and the Board recommends their appointment till the conclusion of next Annual General Meeting.

The company has received a certificate from Auditor to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Act.

22] Cost Auditors

Pursuant to Cost Audit Branch Order dated November 6, 2012, issued by Ministry of Corporate Affairs, M/s. Dalwadi & Associates, Cost Accountants, have been appointed as Cost Auditors for the financial year ending June 30, 2014 with approval of Central Government.

The cost compliance report for financial year 2011- 12 was filed by the company on September 29, 2012. Further the cost audit report for the financial year ended June 30, 2013 will be filed within prescribed time period.

23] Secretarial Audit Report

As a step towards good corporate governance practice, the Board of Directors of your company appointed Mr. Ashwin Shah, practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended June 30, 2013 is provided in the Annual Report.

The Secretarial Audit Report confirms that the company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and various Regulations and Guidelines of SEBI as applicable to the company, including the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

24] Acknowledgement

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels.

Your Directors also gratefully acknowledge the support and co-operation extended to the company by the OEMs, distributors, dealers, service franchisees, suppliers, C&FAs, bankers and all other stakeholders of the company and look forward to their continued patronage. The Directors also wish to place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board

Place : Ahmedabad. Achal Bakeri

Date : October 29, 2013 Chairman & Managing Director

Jun 30, 2010

The Directors have pleasure in presenting herewith their Report together with the Audited Balance Sheet as at June 30, 2010 and Profit & Loss Account for the year ended June 30, 2010.

A) Financial results [Rs in Lacs]

Particulars Current accounting Previous accounting year year ended on June ended on June 30, 2009 30, 2010

Gross revenue 19,359 12,678

Profit before financial charges and depreciation 5,721 4,077

Less: Financial charges 57 16

Less: Depreciation 130 115

Profit before taxation and exceptional income 5,534 3,946

Exceptional income - 1,977

Profit before taxation & after exceptional items 5,534 5,923

Taxation & fringe benefit tax 1,865 1,532

Deferred tax liability (24) 66

Profit after taxation 3,693 4,325

Balance as per last year balance sheet 2,332 (1,411)

Amount available for appropriation 6,025 2,914

Transfer to General Reserve 500 500

Proposed dividend and dividend tax 204 82

Balance carried to balance sheet 5,321 2,332

B) Other key financials as on June 30, 2010

Equity share capital : Rs.700 lacs

Net worth : Rs.8,620 lacs

Book value per equity share : Rs.123

Earning per share (EPS) : Rs.53

Investments : Rs.5,349 lacs

Contribution to exchequer : Rs.4,554 lacs

Your Company is a debt free company with an opportunity to leverage the balance sheet for sustainable growth.

2.Dividend

Your Directors are pleased to recommend a dividend of Rs.2.50 (25%) per equity share (last year Rs.1 (10%) per equity share) for the financial year ended June 30, 2010. The dividend payout ratio for the year under review, inclusive of corporate tax on dividend distribution, is at 5.52% compared to 1.89% for the previous year 2008-09.

3. General overview and review of operations

Emerging out of the economic turmoil witnessed in the recent past, the Indian Economy, particularly the industrial sector, reported a sustained resurgence in the year 2009-10, buoyed by enhanced consumer confidence, upturn in investment sentiments, increased exports in later part of the year and enhanced availability of institutional funds. Consumer demand remained buoyant during the year 2009-10, benefiting significantly from the roll out of the pay commission related benefits to central and state employees. The soaring growth of the capital goods sub-sector during the later part of the year under review is a pointer to the beginning of investment-led growth along-with consumption-led growth.

Although, the rising inflation and sharp currency fluctuations had negatively affected certain sectors of the Indian economy, on the whole the year 2009-10 saw the Indian economy emerging as one of the fastest growing economies in the world. The Reserve Bank of India (RBI) faces the challenge of having to balance its monetary policy in a way that inflation is contained without disrupting growth. The Government of India also faces another challenge as it withdraws the monetary stimuli that it had introduced earlier in the wake of economic slowdown in the recent past. Notwithstanding the challenges, Indias position as one of the fastest growing and promising markets is expected to remain in tact with domestic demand being sustained at high levels.

4. Review of operations

In a year which was beset with external challenges such as below average monsoons, drought in some parts of the country, rising inflation and sharp currency fluctuations, your company continued to report strong growth in its sales across geographical boundaries. In spite of sharp fluctuations in input costs and high overall inflation, the Company was able to manage costs well leading to a sizeable increase in operating margins during the year on all fronts, both in the domestic and international markets and improved performance in terms of various indicators such as sales turnover and profitability.

Viewed against the background of rising inflation and sharp currency fluctuation, which has adversely affected some Indian companies also, the performance of the Company represents a truly remarkable achievement. During the year under review, your Company recorded one of its highest revenue growths since its inception, recording robust volume-led growth through the introduction of new and improved models of air coolers and water heaters and also by penetrating into interior markets of the various states apart from major cities and capital towns. In spite of sharp fluctuations in input costs and overall inflationary pressures, the Company was able to manage cost well leading to a sizeable increase in operating margins during the year.

The year of 2009-10 was a landmark year for your company for its operating performance. In the year 2009-10, your Company scaled new heights and set several benchmarks in terms of sales, profits and net worth, among others. Your Company in the year of 2009-10, achieved a sales turnover of Rs.18,977 lacs representing a growth of 53% over the previous years sales of Rs.12,422 lacs. The Company recorded a note-worthy Profit Before Tax (before exceptional item) of Rs.5,534 lacs, an increase of 40%, as compared with previous year of Rs.3,946 lacs. The Company also recorded significant Profit After Tax of Rs.3,693 lacs, as compared with last year Rs.2,857 lacs [excluding exceptional income].

The thrust of your Companys efforts continues to be directed towards achieving better margins. This has been driven by several factors, including various value engineering initiatives, better product design, higher efficiency in supply chain management and higher off season sales during the year. The Company could achieve substantial reduction in operating cost through a number of initiatives such as global sourcing for critical capital items and components, including hard negotiation of prices with the suppliers and approving new supplier lines, thus ensuring cost efficiency and sustainability of the margins. Through all these activities the Company retained its focus on quality, manufacturing excellence, with rigour.

Your Company has been upgrading its existing equipment and infrastructure and employs state-of-the-art technology with the objective of achieving substantial improvements in productivity and efficiency. Your Company has continued to initiate a series of steps to rationalise the marketing network, optimise the product mix, and effect substantial cost reduction with a view to bringing in major increases in domestic and international sales. The Company renewed its thrust on enhanced after sales service by strengthening its network of authorised service providers in all metros and other major towns all over the country.

The international business too continues on its growth trajectory, and forayed into newer markets. The Company has now emerged as a strong multi-location transnational business with a presence across 54 countries and catering to the ever-changing needs and aspirations of the local populations in these markets.

In addition to steady growth in its existing business, Symphony is also focusing on synergistic growth and opening up of new vistas of opportunity for the Company. With the positive outlook for the economy, it is quite reasonable to set ambitious targets for the Company and your Directors are confident of achieving them.

Air coolers

Your Company is a pioneer in manufacturing of air coolers with plastic body and is now one of the largest suppliers of the air coolers in the domestic market with a wide range of products offering a variety of attractive features. Innovative models of air coolers with superior performance, design and features, designed to work under demanding operating conditions, have been launched in the market. Presently, the Company has 13 models of air coolers in various sizes tailored to the needs of a wide range of customers. A focal point for the Companys business is tapping the vast potential of the Indian rural markets. To implement this, changes have been made in the sales operating structure by penetrating into the rural areas of the Indian market.

Unlike the dry artificial air of an air conditioner, Symphony evaporative air coolers deliver cool and moist air. This technology being completely natural, there are no emissions of harmful CFCs. Symphony evaporative air coolers are packed with exclusive features and state- of-the-art design, coupled with dependability and consistent efficiency. Symphony air coolers are ideal for residences, shops, show rooms, offices and outdoor applications as well.

Symphony air coolers come with a distinctive power saver technology. This technology is the outcome of sophisticated R&D efforts using the latest engineering and computing techniques. This helps to make Symphony evaporative air coolers energy-efficient and economical.

Types of air coolers manufactured by Symphony are:

- Personal coolers

- Room coolers

- Desert coolers

- Tower coolers.

The Company meets the highest standards of excellence for air coolers. The Companys air coolers have been awarded the CE mark, which is European standard for safety. This helped the Company in introducing its air coolers in European countries like UK, Spain, among others. Most of the models of air coolers were also awarded the Saudi Arabian Standard Organisation (SASO) mark, which is required for selling our products in Saudi Arabia. Most of our models, including the Sumo, Jumbo, and Hi-cool also succeeded in getting the ETL mark, which is the highest standard of quality in the United States of America.

In view of overall growth of the Indian economy, and the prevalence of extended summers with higher temperatures, the demand for air coolers in the domestic market has been increasing year by year. The growth rate of coolers in the domestic market is impressive and is a pointer to the changing mindset of the domestic consumers to move towards the reliability and elegance of a branded cooler.

During the year under review, strategic initiatives have been taken to increase the number of our trade partners by appointing a new set of dealers. The Company has also strengthened its service infrastructure by appointing more franchisees. With these measures, the Company is confident of being able to meet a variety of customer needs under different geographical conditions.

The Company is operating with over 450 distributors and 6,500 dealers together with adequate service franchises through the country- wide network. With a promising market for its innovative products, your Company is confident of achieving a sizable growth in its operations.

Water heaters

The Company is also manufacturing instant and storage water heaters in various sizes. Symphony water heaters are available in different capacities under Sauna brand name. These are technically, feature- wise and aesthetically far superior water heaters and are well accepted in the market.

Sauna water heaters with double insulation technology have yielded good response and wide acceptance. Sauna water heaters have the distinction of being the first water heaters to get a 5 star rating from the Bureau of Energy Efficiency, Govt, of India. The sauna geysers are built with hi-density polyurethane foam with a second layer of special glass wool insulation that minimises heat loss and maximises energy saving.

The Company expects brighter scope for overseas market for these models of water heaters in the years to come, considering the potential features of the models.

Focus on exports

During the year under review, the exports revenues of the Company grew by 20% from Rs.2,589 lacs in 2009 to Rs.3,102 lacs in 2010. The Company foresees a promising future for the export sector in the years to come. It is noteworthy that the export performance of the Company has been achieved in the face of sluggish demand in overseas markets, and under conditions in which most Indian companies have remained stagnant or registered negative growth in exports.

Your Company has adequately strengthened its export team with a region-wise focus to capitalise on potential overseas opportunities. This will allow the Company to foray into new countries and to obviate the seasonality factor of the business. Your Company has exported to 54 countries. There are many more countries in which there is an excellent scope for promoting the sale of coolers, and efforts are being made to tap these new markets.

In addition, your Company is also persistently on the lookout for growth opportunities in various overseas markets through joint ventures and acquisitions. With these initiatives, the Company is certain of being able to leverage the growing overseas market as a commanding growth engine.

5. Change in the name of the Company "Symphony Limited"

In terms of the resolution approved at the last Annual General Meeting of the Company, your Company received the approval of the Central Government for the change in its name to "Symphony Limited" from its former name "Symphony Comfort Systems Limited". There is no change in the nature of the business of the company during the year.

6. Corporate Governance

Symphony is committed to good Corporate Governance and understands and respects its fiduciary role in the corporate world. The Board and its Committees have always endeavoured to pursue growth by adhering to highest standard of corporate governance. It has taken steps to strengthen the framework of Corporate Governance and Internal Audit system of the Company during the year. The Board and Audit Committee have been actively engaged in discussing reports of Internal Auditors and advising on monitoring the implementation of their recommendations.

The Board has implemented a Code of Business Conduct and an "Ethics Code" for its members and for members of Senior Management to inculcate business ethics in the Company in their dealings with employees and business associates,

A report on Corporate Governance and Management Discussion and Analysis, as required under clause 49 of the Listing Agreement is annexed.

The CEO and Chief Financial Officer (CFO) have certified to the Board regarding the financial statements and other matters as required in clause 49 of the Listing Agreement and the said Certificate is contained in the report. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also annexed. All the Board members and Senior Management personnel have affirmed compliance with the Code of Conduct.

7 Directors

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Dipak Palkar, Director of the Company retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. Your Directors recommend their re-appointment.

8. Fixed Deposit

During the year under review, the Company did not accept any fixed deposit from the public and on June 30, 2010 the Company had no unclaimed deposit or interest thereon due to any depositor and out standing deposit is Nil.

9. information systems

In order to strengthen the internal control systems and improve the management information systems, in the year 2008-09, the Company installed SQL server based ERP which went live. The Board is pleased to state that now the application has been successfully implemented and the system has stabilised well. The Board places on record its deep sense of appreciation for the contribution made by the employees of the Company in rolling out the SQL server based ERP.

10. Segment-wise performance

The Company is engaged in the business of air coolers and water heaters, both of which are governed by the same set of risks and returns. In view of this, the entire business of the Company comes under one primary segment, namely that of "Appliances".

However, domestic sales and exports sales are two secondary geographical segments, and appropriate disclosures have been made in the Notes to the Accounts.

11. Consolidated financial statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India and Clause 32 of the Listing Agreement with the Stock Exchange, this Annual Report also includes Consolidated Financial Statements for the financial year 2009-10 for its subsidiary company i.e Symphony Air Coolers Inc.

During the year under review, Sylvan Holdings Pte. Ltd., Singapore ceased to be a subsidiary of the Company on account of equity holding of the Company being less than the statutory limit prescribed under the Companies Act, 1956.

12. Compliances of accounting stHcaa^cis

The Institute of Chartered Accountants of India (ICAI) has from time to time introduced many accounting standards for consistent application of accounting principles and transparent disclosures by corporate entities. Your Company opted for substantial compliance of all mandatory accounting standards, wherever applicable, except as stated by Auditors in their report, if any.

13. Directors Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards issued by The Institute of Chartered Accountants of India and requirements of the Companies Act,1956, were followed;

(ii) Such accounting policies were selected and applied consistently, and such judgments and estimates were made as were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period ending on 30th June 2010 and of the profit of the Company for that period;

(iii) Proper and sufficient care was taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts were prepared on a going concern basis.

14. insurance

The insurable interests of the Company including factory building, plant & machinery, stocks, vehicles, and other insurable interests are adequately insured.

15. Disclosure

In line with the requirements of Listing Agreement with the Stock Exchanges and the Accounting Standards of the Institute of Chartered Accountants of India, your Company made additional disclosures in the Notes on Accounts for the year under review in respect of related party transaction, calculation of EPS and deferred tax liability.

16. Conservation of energy technology absorption and foreign exchange earnings and outgo

As required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure "A" attached hereto and forming part of the Directors Report.

17. Particulars of Employees

Pursuant to section 217(2A) of the Companies Act, 1956 and Rules made thereunder, a statement containing particulars of the Companys employees who were in receipt of the remuneration of not less than Rs.24,00,000 during the year ended June 30, 2010 or not less than Rs.2,00,000 per month during any part of the said year is given in the Annexure II to this Report.

18. Auditors

M/s. Shah & Dalai, Chartered Accountants, Ahmedabad, hold office as Auditors of the Company until the conclusion of the ensuing 23rd Annual General Meeting and the Board recommends their re- appointment till the conclusion of the next Annual General Meeting.

The Company received a certificate from Auditors under Section 224(1) of the Companies Act, 1956 to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224(lB)oftheAct.

Members are requested to consider their re-appointment as Auditors of the Company for the current year at a remuneration to be decided by the Board of Directors.

19. Acknowledgements

Your Directors gratefully acknowledge the contributions made by the employees towards the success of the company. Your Directors are also thankful to the distributors, dealers, suppliers, C&FAs, vendors, and other parties dealing with the company for their valued support and co-operation and look forward to their continued association with the Company.

The Company will make every effort to meet the aspirations of its shareholders and wish to thank them sincerely for their whole hearted co-operation and support at all times.

For and on behalf of the Board

Place: Ahmedabad Achal Bakeri

Date : October 29, 2010 Chairman and Managing Director

Jun 30, 2009

The Directors have pleasure in presenting herewith their Report together with the Audited Balance Sheet as at 30/ 06/2009 and Profit & Loss Account for the year ended 30/ 06/2009.

1] A) FINANCIAL RESULTS:

[Rs. in Lacs]

Particulars Current Previous Accounting Accounting Year ended Year ended on 30.6.09 on 30.6.08

Sales and Other Income 12677.86 7411.49

Profit before Financial Charges and Depreciation 4150.01 1502.71

Less: Financial Charges 88.89 7.66

Less: Depreciation 114.84 92.55

Profit before Taxation & Exceptional items 3946.28 1402.50

Exceptional items 1976.70 Profit before Taxation &

after Exceptional items 5922.98 1402.50

Taxation & Fringe Benefit Tax 1532.08 166.38

Deferred Tax Liability 66.29 27.99

Profit/(Loss) after Taxation 4324.61 1208.13

Balance as per last year Balance Sheet (1410.46) (2618.59)

Amt. available for Appropriation 2914.15 (1410.46)

Transfer to General Reserve 500.00 -

Proposed Dividend & Dividend tax 81.85 -

Balance carried to Balance Sheet 2332.30 (1410.46)

B)Other Key Financials as on June 30,2009

- Equity Share Capital Rs. 699.57 lacs

- Net worth Rs. 5130.77 lacs

- Book Value per Equity Share Rs. 73.34

- Earning Per Share (EPS) (excluding Exceptional Items) Rs. 40.84 (with Exceptional Items) Rs. 61.82

Investments- Rs. 3137.78 lacs

Contribution to exchequer Rs. 2917.54 lacs.

Company is virtually debt free company. There is an opportunity to leverage the Balance sheet for sustainable growth.

2] DIVIDEND:

In view of excellent performance during the year under review, your Directors are pleased to recommend a dividend of 10% on the equity shares of the company for the year ended 30th June 2009. (Previous year nil). We are pleased to be back on the list of dividend paying company after a gap of 12 years, last dividend was declared in the year 1995- 96. Considering our future potential and prospects, we henceforth expect to continue as dividend paying company with sustainable increase.

3] GENERAL OVERVIEW:

The recent global recession triggered the collapse of well established institutions, including prominent investment banks, and resulted in insolvency of companies, job cuts, and liquidity crunch, all of which have had an extremely deleterious effect on the economies of various countries. The fallout of the global financial crisis on the Indian Economy has been palpable, and has also affected the consumer durable sector. As a company operating in this sector, your company was also affected by these developments.

While some segments, especially the export oriented industries, suffered more, particularly during the second half of the year, the Indian economy has by and large withstood the pressures imposed by a deteriorating global economic situation, and registered a growth rate of 6.7% in 2008-09. The economy continues to face wide ranging challenges on various fronts ranging from the need to improve its social and physical infrastructure, enhance the productivity in agriculture and industry, and address environmental concerns. Responding to these challenges will be critical to improving overall social and human development indicators. These issues will have a major impact on your companys performance, since overall development and improvement in the country will heip in accelerating our growth. In spite of these challenges, the economy of India has demonstrated its depth and resilience to be able to bounce back and register impressive growth. Our banking system is sound and well capitalized. The foreign exchange reserves position is fairly comfortable and the external debt position is comfortable. Inflation is under control, and is favourably positioned to enable control of costs in the manufacturing sector. Your directors are hopeful that the prevailing positive outlook on the Indian economy is well merited, and the development in the economy will help your company to be an active participant in this process, enabling it to reach new heights.

The Government of India also announced various stimulus packages including reduction in excise duty, service tax and incentives to exports. These measures have achieved the desired results. The Indian economy seems to be back on track especially in terms of recorded IIP, domestic demand and market sentiments. However, the global economy is yet to stabilize.

Against this background, the recent performance of your Company has been exceptional on all fronts, both in the domestic and international markets, and in terms of various indicators such as sales turnover and profitability. Given the positive outlook for the economy, it is quite reasonable to set ambitious targets for ourselves, and we are confident of achieving them.

4] Ã REVIEW OF OPERATIONS

During the year under review your company achieved a sales turnover of Rs. 12,422 lacs representing a growth of 70% over the previous years sales of Rs. 7324 lacs. Viewed against the background of an unprecedented global recession, which has affected most Indian companies also, these figures represent a truly remarkable achievement. Given such a performance in the midst of a global recession, your company is keenly alive to the possibilities that are likely to open up when the economic situation improves. In order to capitalize on these opportunities, and ensure continued and impressive growth, your company has already initiated a series of steps to rationalize the marketing network, optimize the product mix, and effect substantial cost reduction with a view to bringing in major increases in domestic and international sales. Your company has already upgraded its existing equipment and infrastructure and employs state-of-the-art technology with the objective of achieving substantial improvements in productivity and efficiency. Air coolers

It is not often that an organization gets an opportunity to combine comfort, innovation, elegance and efficiency in its products, while also contributing its mite towards improving the environment and reversing the harmful effects of global warming. Your company has achieved all this in the past year, while at the same time, ensuring an exceptional return to the investor. Your directors are aware that we could not have achieved this without the cooperation and encouragement that we have received from various quarters, and thank all those who helped us in making this possible in a year when the whole world has been reeling under an unprecedented recession. As a pioneer that elevated the status of what was once considered a low end product, and with a tradition of innovation and excellence going back more than two decades since its very inception, Symphony has, over the years, built on its core strengths to become a leader in the field of air coolers. The international recognition given to your company, as evidenced by the impressive growth in the export sales to over 25 countries, is an indicator to the new status that the product is gaining the world over. It also shows the trust that the world is reposing in your company and its products. The highly encouraging performance of our coolers in the international market is indicative of the potential that is waiting to be tapped. The growth rate of coolers in the domestic market is no less impressive and is a pointer to the changing mindset of the domestic consumers to move towards the reliability and elegance of a branded cooler. The power saver range of air coolers introduced by the company is not only eco-friendly and helps conserve power, but is also highly affordable. Given the features and the high value-for-money that this range-provides, the enthusiastic reception in the market to the product is hardly surprising. The other products of Symphony have seen several improvements and additional features, and have also been well received in the market. One of the strategic initiatives that we have taken this year is to increase the number of our trade partners. Consequently, the company plans to appoint a new set of dealers for focused marketing of the new range of DIET coolers. The company has also strengthened its service infrastructure by appointing more franchisees. With these measures, the company is confident of being able to meet a variety of customer needs under different geographical conditions.

The companys products are sold and serviced through a country-wide net work, with over 400 distributors and 6400 retailers promoting our air coolers during the season. Encouraging market demand for innovative products has motivated the company to introduce new models to meet the different requirements of various segments of consumers.

Water Heaters The Sauna model Water Heaters, which are offered in a variety of capacities, are technically and aesthetically superior to comparable models in the market. The company foresees a good potential for these models, and expects them to show impressive performance in the years to come. Sauna water heaters with double insulation technology have the distinction of being the first water heaters to get a 5 Star rating from the Bureau of Energy Efficiency - Govt, of India. The Sauna geysers are built with hi-density Polyurethane Foam with a second layer of special glass wool insulation that minimizes heat loss and maximizes energy saving. The contribution of water heaters to the total sales of the company has been minor so far, but the company envisages a significant growth in this product range in the future.

Focus on Exports During the year under review, the exports of the company grew by 172% from Rs. 952 lacs in 2008 to Rs. 2588 lacs in 2009. The company foresees a promising future for the export sector in the years to come. It is noteworthy that the export performance of the company has been achieved in the face of sluggish demand in overseas markets, and under conditions in which most Indian companies have remained stagnant or registered negative growth in exports. The Company has adequately strengthened its export team with a region-wise focus to capitalize on promising overseas opportunities. This will enable the Company to foray into new countries and to minimize the seasonality factor of the business. Presently, your company exports to about 25 countries. There are many more countries in which there is an excellent scope for promoting the sale of coolers, and efforts are being made to tap these new markets. In addition, your company is also constantly on the lookout for growth opportunities in various overseas markets through joint ventures and acquisitions. With these initiatives, the company is confident of being able to leverage the growing overseas market as a powerful growth engine.

5] RECOVERY OF BAD DEBTS WRITTEN OFF IN THE YEAR 2001-02

Your Directors had reported in the Annual Reports of 2000-01 and 2001 -02 that the Company had been dealing with various Regional Distributors since 1989. Over the years, these distributors had accumulated losses and hence the outstanding amounts payable by them to the company kept on mounting. Finally in 2001-02, after taking the opinion of experts, the company decided to write-off a total amount of Rs.2579.90 Lacs, which the distributors were unable to pay.

In view of the long-standing relationships that the company had built with these distributors, and the strategic advantages that the company could derive from continuing the relationships, it was decided that the company will continue to do business with them in spite of their earlier record. However, the commercial terms were revised such that no credit sales will be made to these parties in future. Realizing the need to be more self-reliant in this area, your company has, over a period of time, established its own distribution network, and has appointed its own sales, marketing & service personnel throughout the country, and has stopped dealing through the regional distributors.

As part of the continued efforts by the company to recover past dues, the matter was referred to the arbitrator, Ex. Justice of Gujarat High Court and Ex. Chairman of MRTP Commission in terms of the agreement between the company and the said distributors. The arbitration award was passed on 27th April, 2009 and in terms of the said order, the company has recovered Rs. 1976.70 lacs from the Regional Distributors and Rs. 1976.70 lacs has been shown as the Income for the year under review. Thus the company has recovered 76.62% of the total bad debts of Rs. 2579.90 lacs that had been written off.

6] DISCHARGE UNDER SICA IN VIEW OF POSITIVE NET WORTH OF THE COMPANY AND SANCTION OF REHABILITATION SCHEME In view of excellent performance and positive net worth of the company, your company ceases to be a "sick industrial company" within the meaning of Section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 and accordingly the BIFR has de-registered your company from the provisions of SICA. Your Company had filed a reference with BIFR u/s

15(1) of the SICA in the year 2002 and the company was declared as Sick Industrial Unit u/s 3(1 )(o) of the SICA. State Bank of India (SBI) was appointed as Operating Agency (OA). The Rehabilitation Scheme prepared by the company and appraised by SBI. The Draft Rehabilitation Scheme was sanctioned by the BIFR on 13.01.2009.

7] CORPORATE GOVERNANCE

The Board and its Committees have taken steps to further strengthen the framework of Corporate Governance and Internal Audit system of the Company during the year. The Board and Audit Committee have been actively engaged in discussing reports of Internal Auditors and advising on monitoring the implementation of their recommendations. The Board has implemented a Code of Business Conduct and an "Ethics Code" for the members and to members of Senior Management to inculcate business ethics in the Company in their dealings with employees and business associates, A report on Corporate Governance and Management Discussion and Analysis, as required under clause 49 of the Listing Agreement is annexed. The CEO and Chief Financial Officer (CFO) have certified to the Board regarding the financial statements and other matters as required in clause 49 of the Listing Agreement and the said Certificate is contained in the report. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is also annexed. All the Board members and Senior Management personnel have affirmed compliance with the Code of Conduct.

8] DIRECTORS

It is with profound grief that the Board of Directors inform the members, the sad demise of Mr. Anupam Yagnik, Director of the company, and place on record the sincere and valuable guidance received from him during his tenure of directorship in the company. Shri Himanshu Shah was appointed as an Additional Director by the Board with effect from April 30,2009 in accordance with the Article 148 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956. Shri Himanshu Shah holds office only up to the date of forthcoming Annual General Meeting and Notice u/s 257 of the Companies Act, 1956 together with necessary deposit has been received from a member of the Company signifying his intention to propose Shri Himanshu Shahs appointment as Director.

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Nrupesh Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment. Your Directors recommend their re-appointment.

9] Fixed Deposit

Your company has made timely repayment of all deposits to investors and out standing deposit is Nil. 10] Segment-wise Performance

The company is engaged in the business of air coolers and water heaters, both of which are governed by the same set of risks and returns. In view of this, the entire business of the company comes under one primary segment, namely that of "Appliances". However, domestic sales and exports sales are two secondary geographical segments, and appropriate disclosures have been made in the Notes to the Accounts. 11] Consolidated Accounts

As required under Clause 32 of the Listing Agreement with the Stock Exchange, Audited Consolidated Financial Statements form part of the Annual Report. 12] Compliances of Accounting Standards

The Institute of Chartered Accountants of India (ICAI) has from time to time introduced many accounting standards for consistent application of accounting principles & transparent disclosures by corporate entities. Your company has opted for substantial compliance of all mandatory accounting standards, wherever applicable, except as stated by Auditors in their report, if any. 13] Directors Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that: (i) In the preparation of the Annual Accounts, the applicable accounting standards issued by The Institute of Chartered Accountants of India and requirements of the Companies Act, 1956, have been followed; (ii) Such accounting policies have been selected and applied consistently, and such judgments and estimates have been made as are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period ending on 30th June 2009 and of the profit of the Company for that period; (iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) The annual accounts have been prepared on a going concern basis.

14] INSURANCE

All the insurable interests of the Company including Factory Building, Plant & Machinery, Stocks, vehicles, and other insurable interests are adequately insured. 15] Disclosure

In line with the requirements of Listing Agreement with the Stock Exchanges and the Accounting Standards of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the Notes on Accounts for the year under review in respect of related party transaction, calculation of EPS and deferred tax liability.

16] Conservation of Energy Tech nology Absorption and Foreign Exchange Earnings and Outgo As required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure "A" attached hereto and forming part of the Directors Report.

17] Particulars of Employees

Pursuant to section 217(2A) of the Companies Act, 1956 and Rules made thereunder, a statement containing particulars of the Companys employees who were in receipt of the remuneration of not less than Rs. 24,00,000/- during the year ended 30* June 2009 or not less than Rs. 2,00,000/- per month during any part of the said year is given in the Annexure 11 to this Report.

18] Auditors

M/s. Shah & Dalai, Chartered Accountants, Ahmedabad, hold office as Auditors of the Company until the conclusion of the ensuing 22nd Annual General Meeting and the Board recommends their re-appointment till the conclusion of the next Annual General Meeting.

The Company has received a certificate from Auditors under Section 224(1) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Act.

Members are requested to consider their re- appointment as Auditors of the Company for the current year at a remuneration to be decided by the Board of Directors.

19] ACKNOWLEDGEMENTS

The Directors express their grateful thanks to the distributors, dealers, suppliers, C&FAs, vendors, and other parties dealing with the company for their support & co-operation and look forward to their continued association with the company. The Directors also record their appreciation of the devoted services rendered by all levels of the Companys personnel during the year. The Company will make every effort to meet the aspirations of its Shareholders and wish to thank them sincerely for their whole hearted co-operation and support at all times.

For and on behalf of the Board

Place : Ahmedabad ACHAL A. BAKERI

Date : 31/10/2009. Chairman & Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article