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Directors Report of Walchandnagar Industries Ltd.

Mar 31, 2018

To:

The Members of

Walchandnagar Industries Limited

The directors take pleasure in presenting the 109^th Annual Report on the business and operations of your Company together with Audited Accounts for the year ended March 31, 2018.

1. Financial Results

The Companyâs financial performance, for the Year ended March 31, 2018 is summarized below:

	Year ended	Year ended
	31.03.2018	31.03.2017
	Rs. in Lakhs	Rs. in Lakhs
	(IND AS)	(IND AS)
Income	40,730	40,144
Profit/(Loss) before Depreciation, Interest, Exceptional Item and Exchange currency fluctuations	8,422	5,240
Less: Interest	7,611	6,950
Depreciation	3,346	3,567
Exceptional Item	-	-
Profit / (Loss) before Exchange Currency fluctuations	(2,535)	(5,277)
Less: Exchange Currency Fluctuation Loss /(Gain)	47	142
Profit/(Loss) before Tax	(2,582)	(5,419)
Less: Tax (Net)	-	2,533
Profit/(Loss) after Tax	(2,582)	(7,952)

Indian Accounting Standards :

The Financial Statements for the year 2017-18 have been prepared in compliance with the new set of Indian Accounting Standards (IND AS) and the comparatives for the corresponding previous year 2016-17 have been restated under IND AS for making items comparable.

The Ministry of Corporate Affairs (âMCAâ), vide its notification in the official gazette dated 16^th February, 2015, has made applicable the Indian Accounting Standards (âInd ASâ) to certain classes of companies. For the Company, Ind AS was applicable from 1^st April, 2017 with a transition date of 1^st April, 2016. The financial results have been prepared in accordance with the recognition and measurement principles laid down under Ind AS as presented under Section 133 of the Companies Act, 2013 (âthe Actâ) read with the relevant rules issued thereunder and the other accounting principles generally accepted in India as applicable.

2. Financial Performance & Highlights:

During the year under review, the revenue for the financial year 2017-18 was Rs. 40,730 lakhs as against the previous financial year 2016-17 of Rs. 40,144 lakhs.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

3. Current Period:

The orders on hand as on March 31, 2018 were at Rs. 803 crores as compared to Rs. 844 crores as on March 31, 2017.

4. Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover of Rs. 30 Crores as against Rs. 38 Crores, in the previous year. The export orders on hand as on March 31, 2018 are at Rs. 324 crores.

5. Dividend and Reserves:

During the Year under review your Company has suffered a (loss) after tax of â (2,582) lakhs. Hence, no dividend is recommended for the Year ending March 31, 2018 by the Board.

During the Year under review, the Company has suffered a loss hence not recommended any amount to be transferred to the General Reserve of the Company.

6. Subsidiary, Joint Ventures And Associate Companies:

As on March 31, 2018, your Company do not have any Subsidiary, Joint Venture or Associate Company. During the year under review, none of the Companies have become or ceased to be Companyâs Subsidiaries, Joint Ventures and Associate Company.

7. Extract of Annual Return:

The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - A to this report.

8. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure - B to this report.

9. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the Financial year under review.

(ii) Income Tax Assessments:

Income tax assessment up to the Assessment Year 2015-16 has been completed. However, Company has preferred appeal before Commissioner of Income Tax (Appeals) for the Assessment Year 2015-16.

10. Human Resources Development:

The role of human resources has gradually evolved from a Support Function to a Strategic Business Partner for reaching the Organization Goal of Prosperity. During the Financial Year 2017-18, the HR Department initiated the process of JDâs and Online Appraisal System, followed with systematic approach reward mechanism. Through the Robust Recruitment System to attract the best talent from the preferred Industries, we are trying to make Walchandnagar Industries Limited as one of the best organization to work with.

The true focus of Human Resources Management is motivating, bringing in Best HR Practices & retaining the best talent in the Industry.

11. Directorsâ Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directorsâ hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of March 31, 2018 and of the loss for the Year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

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

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company with its inherent weaknesses, work performed by the Internal, Statutory and Secretarial Auditors and External Consultants specially appointed for this purpose, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs Internal Financial Controls were adequate and effective during the Year ended on March 31, 2018.

12. Corporate Governance:

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by SEBI. Your Company has obtained a certification from M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Statutory Auditors, on compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule V of the listing Regulation. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure - C to this Report.

13. Corporate Social Responsibility:

The Companies Act, 2013 mandates that every Company, who meet certain eligibility criteria needs to spend in every financial year, at least 2% of its average net profit of the Company made during the three immediately preceding financial Years. In view of losses, statutorily no amount is required to be spent by the Company. However, Corporate Social Responsibility is an integral part of the Company.

Over the years, the Company has taken and continues to take several initiatives to support Environment, Education, Health and sports related activities in order to fulfill its corporate social commitments.

Health:

To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year the Company organized a medical check up which includes General Health check up for 719 workmen and Hazardous test for 211 workmen working on hazardous process and non-hazardous process with the help of certified surgeon.

Our Company Hospital ( LHMC ) have been registered as a primary health center under ESIS. These medical services will be beneficial to insured persons and their family members at Walchandnagar and surrounding villages. Under this scheme employees can avail all medical benefits provided by ESIC Corporation in our township.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and in nearby villages. The Company currently provides education to 3877 children of which, 29% are children of employees of the company and 71 % are other children who reside in Walchandnagar & nearby villages.

Environment:

To maintain a pollution free atmosphere and to spread awareness about environment protection, we have undertaken tree plantation and organized seminars on pollution control & on disposal of hazardous waste.

14. Energy, Technology & Foreign Exchange:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure - D to this Report.

15. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation for sustained efforts and valued contribution made by all the employees of the Company.

16. Directors and Key Managerial Personnel:

1) Director

a) Independent Director:

Your Board has reviewed the declarations made by the Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and Rules made there under.

The Shareholders of the Company at its Annual General Meeting held on 9^th August, 2017 have approved Re-appointment of Mr. Dilip J. Thakkar (DIN: 00007339) as Independent Director for second term of Five Years till the Conclusion of Annual General Meeting to be held in the year 2022 as recommended by the Nomination & Remuneration Committee / Board in their meeting held on May 26, 2017.

b) Retirement by rotation:

Pursuant to Article 86 of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Chirag C. Doshi is due to retire by rotation at the 109^th Annual General Meeting and being eligible, have offered himself for re-appointment.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which is part of this Annual Report.

2) Key Managerial Personnel

During the year no changes took place in the Key Managerial Personnel of the company. The shareholders of the company at its Annual General Meeting held on 9^th August, 2017 Re- appointed Mr. G.K. Pillai , Managing Director & CEO (DIN : 01537184) and Mr. Chirag C. Doshi, Managing Director (DIN : 00181291) for a further period of three years w.e.f. 1^st April, 2017

17. Number of Meetings of the Board:

The Board met four (4) times during the year from April 01, 2017 to March 31, 2018 viz. on May 26, 2017; September 13, 2017; November 28, 2017 and February 13, 2018.

18. Committees of the Board:

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board comprising of Directors and / or Executives of the Company:

- Audit Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member).

- Stakeholders Relationship Committee which comprises of two Independent Directors i.e. Dr. Anil Kakodkar (Chairman of Committee) and Mr. Dilip J. Thakkar (Member) and Chairman, Mr. Chakor L. Doshi (Member).

- Risk Management Committee which comprises of Managing Director & C.E.O., Mr. G. K. Pillai (Chairman of Committee), Managing Director, Mr. Chirag C. Doshi (Member) and Chief Internal Auditor, Mr. Anil Vasant Gabhe (Member).

- Nomination & Remuneration Committee

which comprises of three Independent Directors, Mr. G. N. Bajpai (Chairman of Committee), Mr. Dilip J. Thakkar (Member) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member);

- Finance Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Mr. G. N. Bajpai (Member) and Chairman, Mr. Chakor L. Doshi (Member);

- Corporate Social Responsibility Committee which comprises of an Independent Director, Mrs. Bhavna Doshi (Chairperson of Committee), Managing Director & C.E.O., Mr. G. K. Pillai (Member) and Managing Director, Mr. Chirag C. Doshi (Member);

- Committee of Independent Directors which comprises of Mr. Dilip J. Thakkar, Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. A. R. Gandhi and Mrs. Bhavna Doshi;

- Allotment Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Mr. G. N. Bajpai (Member) and Chairman, Mr. Chakor L. Doshi (Member);

- Committee of Directors for Capital Issue

which comprises of two Independent Directors i.e. Mr. G. N. Bajpai (Chairman of Committee) and Mr. Dilip J. Thakkar (Member) and Chairman, Mr. Chakor L. Doshi (Member);

19. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of Independent/Non-Independent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

20. Vigil Mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit Committee. The Policy on vigil mechanism /whistle blower policy may be accessed on the Companyâs website at the link http:// www.walchand.com/wp-content/uploads/2015/01/ Whistleblower-Policy.pdf.

21. Particulars of Employees Remuneration:

(A) The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent as the Company has no such employee who falls under the criteria specified in the said Rules.

(B) The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure - E.

22. Contracts and Arrangements with Related Parties:

All contracts / arrangements / transactions entered by the Company during the Financial Year with Related parties were in the Ordinary Course of Business and on armâs length basis.

Your Directors draw attention of the members to Note 46 to the Financial Statement which sets out related party disclosures.

23. Nomination & Remuneration Policy:

The Board has framed a policy on the recommendation of the Nomination & Remuneration Committee, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members / Key Managerial Personnel and other senior employees.

Objectives:

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

The Key Objectives of the Committee are:

a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) to recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

Role of Committee:

The role of the Committee is explained in the Corporate Governance Report.

Nomination Duties:

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness.

b) Ensuring that on appointment to the Board, NonExecutive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013.

c) Identifying and recommending Directors who are to be put forward for retirement by rotation.

d) Determining the appropriate size, diversity and composition of the Board.

e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.

f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.

g) Evaluating the performance of the Board and Independent Directors.

h) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of the Committee.

j) Recommend any necessary changes to the Board.

k) Considering any other matters as may be requested by the Board.

Remuneration Duties:

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.

b) to approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

c) to delegate any of its powers to one or more of its members or the Secretary of the Committee.

d) to consider any other matters as may be requested by the Board.

e) to consider and recommend to the Board for Professional indemnity and liability insurance for Directors and senior management.

24. Risk Management:

Risk Management policy was approved in the Board Meeting held on August 14, 2015 wherein all material Risks faced by the Company were identified and assessed. For each of the risks identified, corresponding controls were assessed and policies and procedures were put in place for monitoring, mitigating and reporting risk on a periodic basis.

25. Internal Financial Control Systems:

Details of the Internal Financial Control Systems is explained in the âManagement Discussion and Analysisâ as Annexure - B to this report.

26. Insurance:

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.

27. Dematerialization of Shares:

The Companyâs shares are listed on BSE Limited and National Stock Exchange of India Ltd. and the Companyâs Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE711A01022. As on March 31, 2018, total dematerialized equity shares are 37299841 representing 97.98%.

28. Companyâs Website:

The Company has its website namely www.walchand. com. The website provides detailed information about the business activity, locations of its offices. The Quarterly Results, Annual Reports and Shareholding patterns, all other communication with the Stock Exchanges and various policies are placed on the website of the Company and the same are updated periodically.

29. Means of Communication:

The Company has designated [email protected] as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

30. Auditors And Auditorâs Report:

Statutory Auditor:

M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Mumbai was appointed in 108^th Annual General Meeting (AGM) as the Statutory Auditors of the Company to hold office from the conclusion of 108^th AGM until the conclusion of the 113^th AGM. However pursuant to Companies Amendment Act, 2017, Annual Ratification of Appointment of Auditors is not required.

Auditors Report:

The notes forming part of the accounts referred in the Auditorsâ Report are self explanatory and give complete information. There are no qualifications, reservation or adverse remarks made by statutory auditors in the Audit Report except matter referred in âMatter of Emphasisâ para in Audit Report.

Cost Auditors and Cost Audit Report:

M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 2019. They were also the cost auditors for the previous Year ended March 2018. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 2019.

The Cost Audit Reports for the financial year ended March 2018, will be filed within the stipulated time i.e. on or before September 30, 2018.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed M/s. V. N. Deodhar & Company, Practicing Company Secretary, to conduct Secretarial Audit for the year April 01, 2017 to March 31, 2018. The Secretarial Audit Report for the year ended March 31, 2018 is annexed herewith marked as Annexure - F to this Report. No observations were made by M/s. V. N. Deodhar & Company, Secretarial Auditor of the Company in their report. The Board has re-appointed M/s. V. N. Deodhar & Co. as Secretarial Auditor for the Financial Year 2018-19 also.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors, Secretarial Auditor nor the Cost Auditor has reported to the audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boardâs Report.

31. Particulars of Loans, Guarantees or Investments by Company:

Particulars of Loans given, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to Financial Statement (Please refer Notes to the Financial Statement).

32. Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.

33. Familiarization Programme For Independent Directors

To provide insights into the Company and to enable the Independent Directors to understand the Companyâs business in depth which would facilitate their active participation in managing the Company, the Company arranges Familiarization Programme for Independent Directors. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. https://walchand.com/wp-content/ uploads/2018/04/Familiarisation-programme-for-ID.pdf.

34. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. Acknowledgement:

Your Directors wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.

Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, customers, suppliers and the shareholders from time to time.

For & on behalf of the Board of Directors

Chakor L. Doshi

Chairman

Registered Office:

3, Walchand Terraces,

Tardeo Road,

Mumbai - 400 034.

Date : May 28,2018

Mar 31, 2017

The directors take pleasure in presenting the 108^th Annual Report on the business and operations of your Company together with Audited Accounts for the year ended March 31, 2017.

1. Financial Results:

The Company''s financial performance, for the Year ended March 31, 2017 is summarized below:

	Year ended	Period ended
	31.03.2017	31.03.2016
	Rs. in Lakhs	Rs. in Lakhs
	(12 months)	(18 months)
Income	40,128	80,737
Profit/(Loss) before
Depreciation, Interest,
Exceptional Item and
Exchange currency
fluctuations	6,198	6,730
Less: Interest	6,950	8,978
Depreciation	1,816	3,384
Exceptional Item	1,183	1,011
Profit before Exchange
Currency fluctuations	(3,751)	(6,643)
Less: Exchange
Currency Fluctuation
Loss/(Gain)	142	214
Profit/(Loss) before Tax	(3,893)	(6,857)
Less: Tax (Net)	2,533	311
Profit/(Loss) after Tax	(6,426)	(7,168)

2. Financial Performance & Highlights:

During the year under review, the revenue for the financial year 2016-17 (Twelve Months) was Rs.40,128 lakhs as against the previous period Oct 2014 - Mar 2016 (Eighteen Months) of Rs.80,737 lakhs.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

3. Current Period:

The orders on hand as on March 31, 2017 were at Rs.844 crores as compared to Rs.999 crores as on March 31, 2016.

4. Exports and Overseas Projects:

During the year / period under review, the Company achieved an export turnover of Rs.38 Crores as against Rs.144 Crores, in the previous year (18 months). The export orders on hand as on March 31, 2017 are at Rs.322 Crores.

5. Dividend and Reserves:

During the Year under review your Company has suffered a (loss) after tax of Rs. (6,425.63) lakhs. Hence, no dividend is recommended for the Year ending March 31, 2017 by the Board.

During the Year under review, the Company has suffered a loss hence not recommended any amount to be transferred to the General Reserve of the Company.

6. Subsidiary, Joint Ventures And Associate Companies:

As on March 31, 2017, your Company do not have any Subsidiary, Joint Venture or Associate Company.

During the year under review, none of the Companies have become or ceased to be Company''s Subsidiaries and Joint Ventures. M/s Walchand Foundries Pvt. Ltd. has ceased to be Company''s Associate Company w.e.f. March 30, 2017.

7. Extract of Annual Return:

The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure ''A'' to this report.

8. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure ''B'' to this report.

9. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the period under review.

(ii) Income Tax Assessments:

Income tax assessment up to the Assessment Year 2014-15 has been completed. However, Company has preferred appeal before Commissioner of Income Tax (Appeals) for the Assessment Year 2014-15.

10. Human Resources Development:

Human Resource is the most vital factor of any organization. We have taken it a step further this year and have hired Management Trainees via Campus to be future ready.

Contemporary Human Resource practices and policies like biometric attendance system and 5 days working for Pune office are adopted with a view to make Walchandnagar Industries Limited a preferred employer in the heavy engineering industry.

11. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directors'' hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

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

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company with its inherent weaknesses, work performed by the Internal, Statutory and Secretarial Auditors and External Consultants specially appointed for this purpose, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the Year ended on March 31, 2017.

12. Corporate Governance:

Governance Requirements as set out by SEBI. Your Company has obtained a certification from K. S. Aiyar & Company, Chartered Accountants, Statutory Auditors, on compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule V of the listing Regulation. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure ''C'' to this Report.

13. Corporate Social Responsibility:

The Companies Act, 2013 mandates that every Company, who meet certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. In view of losses, statutorily no amount is required to be spent by the Company. However, Corporate Social Responsibility is an integral part of the Company.

Over the years, the Company has taken and continues to take several initiatives to support Environment, Education, Health and Sports related activities in order to fulfill its corporate social commitments.

Health:

To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year the Company organized a general health check up camp for hazardous workers, ECG check up camp for employees above 50 years of age, undertook health related sessions for women and senior citizens. The Company is running Hospital at Walchandnagar which is open for nearby villagers as well as employees and consultation is free of cost.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and in nearby villages. The Company currently provides education to 4111 children of which, 20% are children of employees of the company and 80% are other children who reside in Walchandnagar & nearby villages.

Environment:

14. Energy, Technology & Foreign Exchange:

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure ''D'' to this Report.

15. Personnel:

16. Directors and Key Managerial Personnel:

1) Director

a) Independent Director:

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the provisions of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Dilip J. Thakkar is proposed to be appointed as Independent Director from the conclusion of 108^th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022, not liable to retire by rotation.

b) Retirement by rotation:

Pursuant to Article 86 of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 108^th Annual General Meeting and being eligible, have offered himself for re-appointment.

2) Key Managerial Personnel Appointment:

Pursuant to the provisions of Sections 2(51) & 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Vivek Jain was appointed as Chief Financial Officer of the Company w.e.f. July 18, 2016.

17. Number of Meetings of the Board:

The Board met five (5) times during the year from April 01, 2016 to March 31, 2017 viz. on May 24, 2016; August 12, 2016; November 12, 2016; November 22, 2016 and January 31, 2017.

18. Committees of the Board:

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board comprising of Directors and / or Executives of the Company:

- Audit Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member).

- Risk Management Committee which comprises of Managing Director & C.E. O., Mr. G. K. Pillai (Chairman of Committee), Managing Director, Mr. Chirag C. Doshi (Member) and Asst. General Manager -Contracts, Mr. Shree B. Pathak (Member).

- Nomination & Remuneration Committee which comprises of three Independent Directors, Mr. G. N. Bajpai (Chairman of Committee), Mr. Dilip J. Thakkar (Member) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member);

- Finance Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Mr. G. N. Bajpai (Member) and Chairman, Mr. Chakor L. Doshi (Member);

- Corporate Social Responsibility Committee which comprises of an Independent Director, Mrs. Bhavna Doshi (Chairperson of Committee), Managing Director & C.E. O., Mr. G. K. Pillai (Member) and Managing Director, Mr. Chirag C. Doshi (Member);

- Committee of Independent Directors which comprises of Mr. Dilip J. Thakkar, Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. A. R. Gandhi and Mrs. Bhavna Doshi;

- Allotment Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Mr. G. N. Bajpai (Member) and Chairman, Mr. Chakor L. Doshi (Member);

- Committee of Directors for Capital Issue which comprises of two Independent Directors i.e. Mr. G. N. Bajpai (Chairman of Committee) and Mr. Dilip J. Thakkar (Member) and Chairman, Mr. Chakor L. Doshi (Member);

19. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. The Performance Evaluation of the Independent Directors was completed. Independent Directors Meeting considered the performance of Non-Independent Directors and the Committees and Board as a whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

20. Vigil Mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit Committee. The Policy on vigil mechanism /whistle blower policy may be accessed on the Company''s website at the link http:// www.walchand.com/wp-content/uploads/2015/01/ Whistleblower-Policy.pdf.

21. Particulars of Employees Remuneration:

(A) The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent as the Company has no such employee who falls under the criteria specified in the said Rules.

(B) The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure ''E''.

22. Contracts and Arrangements with Related Parties:

All contracts / arrangements / transactions entered by the Company during the Financial Year with Related parties were in the Ordinary Course of Business and on arm''s length basis.

Your Directors draw attention of the members to Note 30 to the Financial Statement which sets out related party disclosures.

23. Nomination & Remuneration Policy:

Objectives:

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013, read along with the applicable rules thereto.

The Key Objectives of the Committee are:

a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) to recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

Role of Committee:

The role of the Committee is explained in the Corporate Governance Report.

Nomination Duties:

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness.

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013.

c) Identifying and recommending Directors who are to be put forward for retirement by rotation.

d) Determining the appropriate size, diversity and composition of the Board.

e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.

f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.

g) Evaluating the performance of the Board and Independent Directors.

i) Delegating any of its powers to one or more of its members or the Secretary of the Committee.

j) Recommend any necessary changes to the Board.

k) Considering any other matters as may be requested by the Board.

Remuneration Duties:

The duties of the Committee in relation to remuneration matters include:

c) to delegate any of its powers to one or more of its members or the Secretary of the Committee.

d) to consider any other matters as may be requested by the Board.

e) to consider and recommend to the Board for Professional indemnity and liability insurance for Directors and senior management.

24. Risk Management:

25. Internal Financial Control Systems:

Details of the Internal Financial Control Systems is explained in the "Management Discussion and Analysis" as Annexure ''B'' to this report.

26. Insurance:

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.

27. Dematerialization of Shares:

The Company''s shares are listed on BSE Limited and National Stock Exchange of India Ltd. and the Company''s Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE711A01022. As on March 31, 2017, total dematerialized equity shares are 37051044 representing 97.32%.

28. Company''s Website:

29. Means of Communication:

The Company has designated [email protected] as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

30. Auditors And Auditor''s Report:

Statutory Auditor:

As per the provisions of Section 139 of the Companies Act, 2013, M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, the Statutory Auditors, of the Company will retire at the ensuing Annual General Meeting.

The Board of Directors places on record its appreciation for the services rendered by M/s. K. S. Aiyar & Co. as the Statutory Auditors of the Company.

The Board of Directors of the Company on the recommendation of the Audit Committee has recommended the appointment of M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Mumbai as the Statutory Auditors of the Company w.e.f. the date of the 108^th AGM upto the Annual General Meeting to be held in the Year 2022. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

Auditors Report:

The notes forming part of the accounts referred in the Auditors'' Report are self explanatory and give complete information. There are no qualifications, reservation or adverse remarks made by statutory auditors in the Audit Report except matter referred in "Matter of Emphasis" para in Audit Report.

Cost Auditors and Cost Audit Report:

M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 2018. They were also the cost auditors for the previous Year ended March 2017. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 2018.

The Cost Audit Reports for the financial year ended March 2017, will be filed within the stipulated time i.e. on or before September 30, 2017.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed M/s. V. N. Deodhar & Company, Practicing Company Secretary, to conduct Secretarial Audit for the year April 01, 2016 to March 31, 2017. The Secretarial Audit Report for the year ended March 31, 2017 is annexed herewith marked as Annexure ''F'' to this Report. No observations were made by M/s. V. N. Deodhar & Company, Secretarial Auditor of the Company in their report. The Board has re-appointed M/s. V. N. Deodhar & Co. as Secretarial Auditor for the Financial Year 2017-18 also.

31. Particulars of Loans, Guarantees or Investments by Company:

Particulars of Loans given, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to Financial Statement (Please refer to Note 12 and 15 to the Financial Statement).

32. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Acknowledgement:

Your Directors wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For & on behalf of the Board of Directors

Chakor L. Doshi

Chairman

Registered Office:

3, Walchand Terraces,

Tardeo Road,

Mumbai - 400 034.

Date : May26,2017

Sep 30, 2014

The Members of

Walchandnagar Industries Limited

The directors take pleasure in presenting the 106th Annual Report on the business and operations of your Company together with Audited Accounts for the year ended September 30, 2014.

1. Financial Results

The Company''s financial performance, for the year ended September 30, 2014 is summarized below:

Year ended Year ended 30.09.2014 30.09.2013 Rsin Lakhs Rsin Lakhs

Income: 64,608 73,215

Profit/(Loss) before Depreciation, Interest,

Exceptional Item and Exchange currency

fluctuations 2,438 (568)

Less: Interest 4,799 4,076

Depreciation 1,725 1,815

Exceptional Item (2,445) (4,175)

Profit before Exchange

Currency fluctuations (1,641) (2,284)

Less: Exchange Currency

Fluctuation Loss /(Gain) 218 1,293

Profit/(Loss) before Tax (1,859) (3,577)

Less: Tax (Net) (622) 251

Profit/(Loss) after Tax (1,237) (3,828)

During the year under review, the revenue for the year 2013-14 declined by 11.76% to Rs.64,608 Lakhs as compared to the previous year of Rs. 73,215 Lakhs. However, there is a reduction in losses during the year under review largely on account of the following:

- Higher contribution on account of change of sale mix & reduction in the material costs and better value additions

- Better realization on export sales

- Better Expense Control

2. Current Year:

The orders on hand as on September 30, 2014 were at Rs. 1,376 crores as compared to Rs. 1671 crores as on September 30, 2013.

3. Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover of Rs. 87 Crores as against Rs. 256 Crores,

in the previous year. The export orders on hand as on September 30, 2014 are at Rs. 481 Crores. During the year, the Company executed orders for Sugar & Boiler projects in Ethiopia & Cement machinery in Tanzania and Niger.

4. Dividend:

During the year under review your Company has suffered a loss after tax of Rs. (1237) Lakhs. However, your Directors are recommending Dividend for the financial year 2013- 2014 out of accumulated Profits of the earlier years on Equity Shares of Rs. 2/- each at Rs. 0.40 per share equivalent to 20% (20% in the previous year) aggregating to Rs. 152.28 Lakhs. The Dividend Distribution Tax thereon works out to Rs. 30.45 Lakhs.

5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure ''A'' to this report.

6. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the year under review.

(ii) Income Tax Assessments:

Consequent to the proceedings u/s 132 of the Income Tax Act, 1961 initialed by the Department in the month of December, 2012, the Company has filed an application before the Income Tax Settlement Commission, which has been admitted for further hearings and the proceedings are in progress. The Income Tax liability arising thereof, relating to the earlier years has been provided for in the books of accounts and included under tax for earlier years in the previous year.

7. Human Resources Development:

Your Company has been successful in implementing contemporary Human Resource practices and policies with a view to make Walchandnagar Industries Limited a preferred employer in the heavy engineering industry. Augmentation of critical skills and senior management talent has been a thrust area to address immediate business needs and succession planning.

In order to have a proper leadership pipeline, certain employees of M & S Cadre have been identified as high potential employees after a series of interviews and psychometric tests. Many of the identified high potential employees have been given larger responsibilities to meet their aspirations as well as to have more operational advantages.

Accordingly, though we are able to achieve a reduction in the manpower cost, it was possible to position aspirational leaders at critical leadership roles.

Internal communication has been strengthened with the help of newsletter and new internal website (Walchand Connect).

Formation of multi-disciplinary groups has been started to achieve specific business objectives.

8. Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i. In preparation of the Annual Accounts for the Financial Year 2013-2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. Appropriate accounting policies have been selected and have 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 your Company as at September 30, 2014 and the loss of the Company for the Year ended on that date.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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.

9. Corporate Governance:

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by SEBI. Your Company has obtained a certification from M/s. K. S. Aiyar & Company, Chartered Accountants, Statutory Auditors, on compliance with clause 49 of the listing agreement. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure ''B'' to this Report.

10. Corporate Social Responsibility:

The new Companies Act, 2013 mandates that every Company, who meet certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. In view of losses, statutorily no amount is required to be spent by the Company. However, Corporate Social Responsibility is an integral part of the Company.

Over the years, the Company has taken and continues to take several initiatives to support Environment, Education, Health and sports related activities in order to fulfill its corporate social commitments.

Health:

To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year the Company organized a general health check up camp for hazardous workers, ECG check up camp for employees above 50 years of age, undertook health related sessions for women and senior citizens and organized a Blood Donation Camp. The Company is running Hospital at Walchandnagar which is open for nearby villagers as well as employees.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and in nearby villages. The Company currently provides education to 4482 children of which, 20% are children of employees of the company and 80 % are other children who reside in Walchandnagar & nearby villages.

Environment:

To maintain a pollution free atmosphere and to spread awareness about environment protection, we have undertaken tree plantation and organized seminars on pollution control & on disposal of hazardous waste.

Encouraging young talents in the field of sports:

As a part of our commitment to the Society, your Company has been sponsoring All-India Ranking National Tennis Tournaments in Pune for boys and girls below 16 years of age for the past seven years.

This year the tournament was held in Pune from 17th to 22nd November, 2014 wherein prominent ranking tennis players participated from all over India.

11. Energy, Technology & Foreign Exchange:

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure ''C'' to this Report.

12. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Directors'' Report and accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217(2A) of the Act.

The copy of the said statement is available at the Registered Office for inspection. Any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the Registered Office of the Company.

13. Subsidiaries:

The Company does not have any subsidiary.

14. Directors:

Pursuant to Article 149 of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 106th Annual General Meeting and being eligible, have offered himself for re-appointment.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the provisions of Clause 49 of the Listing Agreement, Mr. Dilip J. Thakkar is proposed to be appointed as Independent Director from the conclusion of 106th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2017, and Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. A. R. Gandhi and Mrs. Bhavna Doshi are proposed to be appointed as Independent Directors of the Company from the conclusion of 106th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2019, not liable to retire by rotation.

Your Board has reviewed the declarations made by the said Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and Rules made there under, as also those prescribed under the Listing Agreement.

Mr. J. L. Deshmukh resigned as a Director of the Company with effect from November 21, 2014 due to various other responsibilities and commitments towards family, Mr. A. U. Rijhsinghani resigned as a Director of the Company with effect from November 30, 2014 due to the proposed age policy for Directors of the Company which mentions the age limit of 80 Years for appointment / continuing as a Director and Dr. P. K. Basu, Independent Director resigned with effect from December 01, 2014 due to personal and health reasons. The Board wishes to place on record its sincere

appreciation and gratitude for the invaluable contribution made by Mr. J. L. Deshmukh, Mr. A. U. Rijhsinghani and Dr. P. K. Basu during their tenure with the Company.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are mentioned in the Notice which is part of this Annual Report.

15. Auditors:

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company will hold office till the conclusion of the 106th Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

16. Cost Auditors and Cost Audit Report

M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 2016. They were also the cost auditors for the previous year ended September 2014. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 2016.

The Cost Audit Reports for the financial year ended September 2014, will be filed within the stipulated time i.e. on or before March 31, 2015.

17. Acknowledgement:

Your Directors wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, customers, suppliers and the shareholders from time to time.

For & on behalf of the Board of Directors Chakor L. Doshi Chairman

Registered Office: 3, Walchand Terraces, Tardeo Road, Mumbai - 400 034.

Date : November 29,2014

Sep 30, 2013

To: The Members of Walchandnagar Industries Limited

The directors have pleasure in presenting the 105th Annual Report with Audited Statement of Accounts for the year ended September 30, 2013.

1. Performance for the Year in Retrospect:

Year ended Year ended 30.09.2013 30.09.2012 Rs. in Lakhs Rs. in Lakhs

Income: 73,215 89,518

Profit/(Loss) before Depreciation, Interest, Exceptional Item and Exchange Currency fluctuations (568) 7,886

Less: Interest 4,076 3,049

Depreciation 1,815 1,798

Exceptional Item (4,175) 529

Profit before Exchange Currency fluctuations (2,284) 2,510

Less: Exchange Currency Fluctuations Loss/(Gain) 1,293 819

Profit/(Loss) before Tax (3,577) 1,691

Less: Tax (Net) 251 478

Profit/(Loss) after Tax (3,828) 1,213

During the year under review, the revenue for the year 2012-13 declined by 18.21% to Rs. 73,215 Lakhs as compared to the previous year of Rs. 89,518 Lakhs. The Profitability during the year under review was also down and the company has suffered a loss after tax of Rs. (3,828) Lakhs against a profit after tax of Rs. 1,213 Lakhs in the last year.

2. Current Year:

The orders on hand as on 30.09.2013 were at Rs. 1,671 Crores as compared to Rs. 1,481 Crores as on 30.09.2012.

3. Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover of Rs. 256 Crores as against Rs. 298 Crores, in the previous year. The export orders on hand as on 30.09.2013 are at Rs. 467 Crores. During the year, the Company executed orders for Boiler Projects in Ethiopia & Colombia, for Sugar Project in Ethiopia and for Cement Projects in Tanzania, Malawi and Niger.

4. Dividend:

During the Year under review your Company has suffered a loss after tax of Rs. (3,828) Lakhs. However, your Directors are recommending Dividend for the Financial Year 2012-2013 out of accumulated profits of the earlier years on Equity Shares of Rs. 2/- each at Rs. 0.40 per share equivalent to 20% (50% in the previous year) aggregating to Rs. 152.28 Lakhs. The Dividend Distribution Tax thereon works out to Rs. 25.88 Lakhs.

5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure ''A'' to this report.

6. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the year under review. Three deposits (pertaining to previous years) aggregating to Rs. 70,000/- remained unclaimed as on 30th September, 2013.

(ii) Income Tax Assessments:

Consequent to the proceedings u/s 132 of the Income Tax Act initiated by the Department in the month of December, 2012, the Company has filed an application before the Income Tax Settlement Commission which has been admitted for further hearings. The Income Tax liability arising thereof has been provided for in the accounts for the year ended 30.09.2013.

7. Human Resources Development:

Your Company has been successful in implementing contemporary Human Resource practices and policies with a view to make Walchandnagar Industries Limited a preferred employer in the heavy engineering industry. Keeping a strategy of cost reduction in view, your company has been successful in bringing down the manpower and administration costs and focus has been on unified operations from lesser number of locations.

To improve the external communication and ensure presence of WIL at proper forums, a Communication Department has been set up under MD & CEO.

A complete exercise has been undertaken for developing the vision and mission of the organization for the forthcoming decade.

The Company launched the employee newsletter ''WILPOWER'' to increase employee engagement.

Learning & Development Capability:

The Company conducted almost 60 training programs involving both, workers and officers. Feedback on these programs has been encouraging and the impact of trainings on employee development and overall performance has been significant.

8. Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i. In preparation of the Annual Report, the Accounting Standards laid down by the Institute of Chartered Accountants of India have been followed.

ii. Appropriate accounting policies have been selected and applied consistently, reasonable and prudent judgment applied consistently, and estimates have been made so as to ensure that the accounts give a true and fair view of the state of affairs of your Company as at 30th September, 2013 and the loss of the Company for the year ended on that date.

iii. Proper and sufficient care has been taken for maintenance of appropriate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

9. Corporate Governance:

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by SEBI. Your Company has obtained a certification from K. S. Aiyar & Co., Chartered Accountants, Statutory Auditors, on compliance with clause 49 of the listing agreement. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure ''B'' to this Report.

10. Social Responsibility:

Over the years, the Company has taken and continues to take several initiatives in order to fulfill its corporate social commitments.

Health:

To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year the Company organized a general health check up camp for hazardous workers, ECG check up camp for employees above 50 years of age, undertook health related sessions for women and senior citizens and organized a Blood Donation Camp.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and in nearby villages. The Company currently provides education to 5650 children of which, 20% are children of employees of the company and 80% are other children who reside in Walchandnagar & nearby villages.

Engineering students from University of Michigan conducted a science and engineering summer camp for secondary school students at Bharat Children''s Academy and Junior College in Walchandnagar.

The Company also conducted a donation drive where employees could voluntarily donate books, toys and stationery for under privileged children and the same were donated to a local NGO (Niradhar Balsangopan Orphan Home). The event received an overwhelming response.

Environment:

To maintain a pollution free atmosphere and to spread awareness about environment protection, we have undertaken tree plantation and organized seminars on pollution control & on disposal of hazardous waste.

Encouraging young talents in the field of sports:

As a part of our commitment to the Society, your Company has been sponsoring All-India Ranking National Tennis Tournaments in Pune for boys and girls below 16 years of age for the past six years.

This year, the tournament was held in Pune from 8th November to 16th November, 2013 wherein prominent ranking tennis players from all over India participated.

11. Energy, Technology & Foreign Exchange:

Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure ''C'' to this Report.

12. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation to all the employees of the Company.

Information as per amended Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Directors'' Report and accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217(2A) of the Act.

The copy of the said statement is available at the Registered Office for inspection. Any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the Registered Office of the Company.

13. Subsidiaries:

The Company does not have any subsidiary.

14. Directors:

Mr. A. R. Gandhi was appointed as an Additional Director under Section 260 of the Companies Act, 1956 (Section 161 of Companies Act, 2013 which got notified on 12.09.2013) w.e.f. 13.05.2013.

Mrs. Bhavna Doshi was appointed as an Additional Director under Section 161 of the Companies Act, 2013 (erstwhile Section 260 of Companies Act, 1956) w.e.f. 27.11.2013.

As Additional Directors, Mr. A. R. Gandhi and Mrs. Bhavna Doshi hold office upto the ensuring Annual General Meeting of the Company and as stated in the Notice for the 105th Annual General Meeting they are proposed to be appointed as Directors liable to retire by rotation.

I n accordance with the provisions of Companies Act, 1956 and Article 149 of the Articles of Association of the Company, Mr. A. U. Rijhsinghani, Dr. Anil Kakodkar and Mr. G. N. Bajpai are due to retire at the 105th Annual General Meeting and they being eligible offer themselves for re-appointment.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Corporate Governance Report forming part of this Report.

15. Auditors:

M/s. K.S. Aiyar & Co., Chartered Accountants, Auditors of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration.

16. Cost Auditors and Cost Audit Report:

Government of India, Ministry of Corporate Affairs, vide Order No. 52/26/CAB-2010 dated 30th June, 2011 has mandated Cost Audit for companies engaged in the production, processing, manufacturing or mining of the products falling under Chapter 72 or 73 of the First Schedule to the Central Excise Tariff Act, 1985 which was further amended vide Order No. 52/26/CAB-2010 dated 24th January, 2012 covering products falling under Chapter 84 or 85 also of the First Schedule to the Central Excise Tariff Act, 1985. Accordingly, M/s. S. R. Bhargave & Co., Pune, Cost Accountant Firm were appointed as "Cost Auditor" to carry out Cost Audit for the Year ended 30.09.2013.

The Cost Audit Report in respect of the financial year ending 30.09.2013 will be filed within the stipulated time i.e. on or before 31st March, 2014.

The Company has received certificate from M/s. S. R. Bhargave & Co., Pune, Cost Accountant Firm, to the effect that their re-appointment for F.Y. 2013-2014, if made, would be within the prescribed limits under Section 224(1B) read with Section 233B(2) of the Companies Act, 1956 and that they are not subject to disqualifications specified in Section 226 of the said Act.

The Cost Auditors have further certified that they are independent firm of Cost Accountants and are at arm''s length relationship with the Company.

17. Acknowledgement:

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from the banks from time to time.

Your Directors also would like to thank the customers, suppliers and the shareholders, for their continued support and co-operation.

For & on behalf of the Board of Directors

Chakor L. Doshi

Chairman

Registered Office:

3, Walchand Terraces,

Tardeo Road,

Mumbai 400 034.

Date: 27th November, 2013

Sep 30, 2010

The Directors have pleasure in presenting the 102nd Annual Report with Audited Statement of Accounts for the year ended 30th September, 2010.

1. Performance for the Year in Retrospect:

30.09.2010 30.09.2009 Rs. in Lakhs Rs. in Lakhs

Income: 69,367.89 52,491.48

Profit before Depreciation,

Interest and Exceptional Item 4,386.58 5,287.26

Less: Interest 749.01 697.37

Depreciation 1,335.20 1,052.55

Exceptional Item 112.77 --

Profit before Taxation 2,189.60 3,537.34

Less: (a) Provision for Taxation 430.00 924.50

(b) Deferred Tax Liability/(Asset) (469.31) 272.71

Profit after Tax 2,228.91 2,340.13

Surplus brought forward from the previous year 9,891.91 8,231.19

12,120.82 10,571.32

Appropriations:

Ã General Reserve 222.89 234.01

Ã Proposed Dividend 380.70 380.70

Ã Income Tax on Proposed

Dividend 63.23 64.70

Ã Surplus carried to 11,454.00 9,891.91 Balance Sheet

During the year under review the income of the Company showed growth from Rs. 524.91 Crores to Rs. 693.68 Crores. This reflects a rise of 32% over the previous year. However, profit before tax declined from Rs. 35.37 Crores to Rs. 21.90 Crores due to increase in fixed costs in respect of depreciation, manpower and administrative costs that had to be incurred in order to be prepared for execution of large value orders for next year and effect of competitive pricing in the current market scenario.

2. Current Year:

The orders on hand as on 30.09.2010 were at Rs. 2452.22 Crores as compared to Rs. 1463.15 Crores as on 30.09.2009.

3. exports & Overseas Projects:

During the year the Company achieved the export turnover of Rs. 59.95 Crores as against Rs. 96.92 Crores, in the previous year. The export orders on hand as on 30.09.2010 are at Rs. 482.52 Crores. During the year, the Company executed orders for Waste Crushing, Grinding and Pumping Plant of Konkola Copper Mines plc. Zambia, 3500 TPD Cement plant and 100 TPH Cement Clinker Grinding Unit of Maweni Limestone Limited, Tanzania, Sugar & Boiler projects in Ethiopia.

4. Dividend:

Your Directors are pleased to recommend Dividend for the financial year 2009-2010 on Equity Shares of Rs. 2/- each at Rs. 1/- per share equivalent to 50% (50% in the previous year) aggregating to Rs. 380.70 Lakhs. The Dividend Distribution Tax thereon works out to Rs. 63.23 Lakhs.

5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure Rs.A to this report.

6. Finance & Accounts:

i. Fixed Deposits:

The fixed deposits received from the shareholders and the public, outstanding as on 30th September, 2010, were at Rs. 3.00 Lakhs. Deposits due for repayment during the year have been paid in time and no deposits which were due for payment have remained unpaid as on 30th September, 2010.

ii. Income Tax Assessments:

The Companys Income Tax and Wealth Tax Assessments are completed up to the Assessment Year 2007-08. Assessment for the Assessment year 2008-09 is in progress. Various appeals before Appellate Authorities are being pursued.

iii. Auditors Report:

Observations made by the auditors in Clause No. 4(vi) of their report are suitably clarified under Note No. D-3(iii) of schedule ÃO forming part of the Accounts.

7. Human Resources Development:

Your Company is a strong value based organization with a culture that promotes openness, empowerment and freedom to work. The organization believes that human capital is the key differentiator in business in a challenging and competitive environment. The Human Resource Practices of the Company are focussed on Talent Identification, Induction, Development & Retention.

Learning & Development Capability:

The Company undertakes continuous training & learning programs involving employees and officers. This includes programs to supplement/augment job related skills as well as programs to address the personality development aspects.

8. Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i. In preparation of the Annual Report, the Accounting Standards laid down by the Institute of Chartered Accountants of India have been followed.

ii. Appropriate accounting policies have been selected and applied consistently, reasonable and prudent judgment applied consistently, and estimates have been made so as to ensure that the accounts give a true and fair view of the state of affairs of your Company as at 30th September, 2010 and the profit of the Company for the year ended on that date.

iii. Proper and sufficient care has been taken for maintenance of appropriate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

v. The observations of the Auditors in their Report to the members have been adequately dealt with in the relevant Notes to the Accounts. Hence, no additional explanation is considered necessary.

9. Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by SEBI. The Ministry of Corporate Affairs recently announced a set of Voluntary Guidelines on Corporate Governance. The Company is evaluating the feasibility of these guidelines for its progressive implementation. The report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure ÃB to this Report.

10. Social Responsibility:

Over the years, the Company has taken and continues to take several initiatives in order to fulfill its corporate social commitments.

Health:

To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year, free orthopedic checkup camp, free health checkup camp, eye checkup camp and dental checkup for school children were organized.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade for children staying in Walchandnagar and the children staying in nearby villages also. The Company has kept the admission in the schools open for children from nearby villages in addition to children of employees.

Environment:

To maintain the pollution free atmosphere and spread awareness about environment protection, we have undertaken tree plantation involving school children and other social institutes and so far more than 5,000 trees have been planted.

Encouraging young talents in the sports field:

As a part of our commitment to the Society, your Company has been sponsoring All-India Ranking National Tennis Tournaments in Pune for boys and girls below 16 years of age for the past 3 years.

This year also this Tournament was held in Pune from 8th November to 13th November 2010, which was participated by prominent ranking tennis players from all over India.

11. energy, Technology & Foreign exchange:

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure Rs.C to this Report.

12. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Directors Report and accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217(2A) of the Act.

The copy of the said statement is available at the Registered Office for inspection. Any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the Registered Office of the Company.

13. Subsidiaries:

The Company does not have any subsidiary.

14. Directors:

Dr. Anil Kakodkar was appointed as an Additional Director under Section 260 of the Companies Act, 1956 w.e.f. 27.12.2010.

Mr. Ghyanendra Nath Bajpai was appointed as an Additional Director under Section 260 of the Companies Act, 1956 w.e.f. 27.12.2010.

As Additional Directors, Dr. Anil Kakodkar and Mr. Ghyanendra Nath Bajpai hold office upto the ensuing Annual General Meeting of the Company and as stated in the Notice for the 102nd Annual General Meeting, they are proposed to be appointed as Directors liable to retire by rotation.

In accordance with the provisions of Companies Act, 1956 and Article 149 of the Articles of Association of the Company, Mr. Dilip J. Thakkar and Mr. S. B. Das are due to retire at the 102nd Annual General Meeting and they being eligible offer themselves for reappointment.

15. Auditors:

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

16. Acknowledgement:

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from the banks from time to time.

Your Directors also would like to thank the customers, suppliers and the shareholders, for their continued support and co-operation.

For & on behalf of the Board of Directors

Chakor L. Doshi

Chairman

Registered Office:

3, Walchand Terraces, Tardeo Road, Mumbai 400 034.

Date : 27th December, 2010

Sep 30, 2009

The Directors have pleasure in presenting the 101st Annual Report with Audited Statement of Accounts for the year ended 30th September, 2009.

1. Performance for the Year in Retrospect:

30.09.2009 30.09.2008 Rs. in Lakhs Rs. in lakhs Income 52,491.48 70,024.98 Profit before Depreciation 5,287.26 7,225.93 and Interest Less: Interest 697.37 463.34 Depreciation 1,052.55 709.45 Profit before Taxation 3,537.34 6.053.14 Less: Provision for Taxation 1,197.21 2,076.21 Profit after Tax 2,340.13 3,976.93 Surplus brought forward from the previous year 8,231.19 5,097.07 10,571.32 9,074.00 Appropriations - General Reserve 234.01 397.70 - Proposed Dividend 380.70 380.45 - Income Tax on Proposed 64.70 64.66 Dividend - Surplus carried to 9,891.91 8,231.19

Balance Sheet

During the year undei review the income of the Company declined from Rs. 700.25 Crores to Rs. 524.91 Crores. This reflects a drop of 25% over the previous yea;. This is primarily on account of the difficult macroeconomic situation witnessed in India and globally for substantial part of the year 2008-09, which led to slow inflow of new orders in some business segments as well as delay in receiving clearances where the projects were already approved by the customers. Consequently, the profit before tax decreased by 41.6% from Rs. 60.53 Crores in the previous year to Rs. 35.37 Crores.

2. Current Year:

The orders on hand as on 1.10.2009 were at Rs. 1463.15 Crores as compared to Rs. 1219.52 Crores as on 1.10.2008.

3. Exports:

During the year the Company achieved the export turnover of Rs. 96.92 Crores as against Rs. 123.48 Crores, in the previous year. The export orders on hand as on 1.10.2009 are at Rs. 449.58 Crores. During the year, the Company executed Orders for Mine Back Fill Plant & Waste Crushing Plant at Konkola Copper Mines (KCM), Zambia, Maweni Limestone Limited, Tanzania for 3500 TPD Cement plant etc.

4. Dividend:

Your Directors are pleased to recommend Dividend for the financial year 2008-2009 on Equity Shares of Rs. 2/ each at Re. 1/- per share equivalent to 50% (50% in the previous year) aggregating to Rs. 380.70 Lakhs. The Dividend Distribution Tax thereon works out to Rs. 64.70 Lakhs.

5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of Annexure A to this report.

6. Finance & Accounts:

i. Fixed Deposits:

The Fixed Deposits received from the shareholders and the public, outstanding as on 30th September, 2009, were at Rs. 3.40 Lakhs. Deposits due for repayment during the ÃÂ¦ year have been paid in time and no deposits which were due for payment have remained unpaid as on 30th September, 2009.

ii. Income Tax Assessments:

The Companys Income Tax and Wealth Tax Assessments are completed up to the Assessment Year 2006-2007. Assessment for the year 2007-2008 is in progress. Various appeals before Appellate Authorities are being pursued.

iii. Auditors Report:

Observations made by the Auditors in Clause No. 4(vi) of their report are suitably clarified under Note No. D 4(iii) (c) of schedule0forming part of the Accounts.

7. Employee Stock Purchase Scheme, 2008:

To recognize the efforts of employees in building the organization to the level it has reached today since inception, the Board of Directors of the Company, in their meeting held on 24th November, 2008 had proposed, subject to obtaining the approval of the shareholders in the Annual General meeting, to implement Employee Stock Purchase Scheme. After the approval of the shareholders in the Annual General Meeting held on 29th January, 2009 the Allotment Committee of the Board of Directors of the Company had allotted 25,145 Shares of Rs. II- each at par to 1633 employees under an Employee Stock Purchase Scheme, 2008.

8. Directors Responsibility Statement:

Pursuant to Section 217QAA) of the Companies Act, 1956, the Directors confirm that:

i. In preparation of the Annual Report, the Accounting Standards laid down by the Institute of Chartered Accountants of India have been followed.

ii. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgment applied consistently, and estimates have been made so as to ensure that the accounts give a true and fair view of the state of affairs of your Company as at 30th September, 2009 and the profit of the Company for the year ended on that date.

iii. Proper a nd sufficient care has been taken for maintenance of appropriate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

v. The observations of the Auditors in their Report to the members have been adequately dealt with in the relevant Notes to the Accounts. Hence no additional explanation is considered necessary.

9. Corporate Governance:

The report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of AnnexureBto this Report.

10. Energy, Technology & Foreign Exchange:

Pu rsuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure C to this Report.

11. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record sincere appreciation for sustained efforts and valued contribution towards growth initiative made by all the employees of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. As per the provisions of the Section 219(1)(b)(iv) of the Act, the Directors Report and accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217(2A) of the Act.

The copy of the said statement is available at the Registered Office for inspection. Any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the Registered Office of the Company.

12. Subsidiaries:

The Company does not have any subsidiary.

13. Directors:

Mr. R. M. Pande resigned as Director of the Company w.e.f. 25th November, 2009. The Board places on record its appreciation of the valuable contribution and counsel rendered by Mr. R. M. Pande during his association with the Company as Director.

In accordance with the provisions of Companies Act, 1956 and Article 149 of the Articles of Association of the Company, Dr. P. K. Basu and Mr. Chakor L. Doshi are due to retire at the 101st Annual General Meeting and they being eligible offer themselves for reappointment.

14. Auditors:

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

15. Acknowledgement:

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from the banks from time to time.

Your Directors also would like to thank the customers, suppliers and the shareholders, for their continued support and co-operation.

For & on behalf of the Board of Directors Chakor L. Doshi Chairman

Registered Office:

3, Walchand Terraces, Tardeo Road, Mumbai 400 034. Date; 25th November, 2009

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