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Directors Report of Windsor Machines Ltd.

Mar 31, 2016

Dear Members,

The Directors present the 53rd Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2016.

1. PERFORMANCE OF THE COMPANY:

1.1 RESULTS: (Rs. In Lacs)

FINANCIAL HIGHLIGHTS

2015-16

2014-15

Sales, Income from operations and other income - Net of excise.

28,648.40

23,575.27

Profit/(Loss) before Interest & Depreciation

3,227.35

1,826.89

Less: Interest and Financial expenses

299.90

278.95

Less: Depreciation

364.09

407.36

Profit/(Loss) before Extra-Ordinary items and tax

2,563.36

1,140.58

Extra Ordinary Items (net)

-

-

Profit/(Loss) before Tax

2,563.36

1,140.58

Add/(Less): Deferred Tax

(551.82)

(351.26)

Provision for Taxation

(580.00)

-

Profit/(Loss) after Tax

1,431.55

789.32

Add: Balance brought forward from previous year

4,656.93

3,940.99

Less: Carrying value of assets where useful life is nil as on 01.04.2014 (after considering residual value) (Net of deferred tax of Rs. 37.78 Lacs)

(37.77)

(73.38)

Balance carried to Balance Sheet

6,050.71

4,656.93

1.2 DIVIDEND:

In order to conserve the resources, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS:

During the year under review, your Company has sold 531 machines to achieve turnover of Rs. 277.43 Crores as compared to 485 machines in the previous year with a turnover of Rs. 228.71 Crores. During the year your Company has extended its customer base by launching machines for special applications and concentrated on launching new product ranges.

Your Directors continue to put in efforts to maintain the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further, details are given in Management Discussions and Analysis Report, which forms part of this report.

3. BUSINESS OUTLOOK:

Considering the opportunities, threats and strengths of your Company, management is continuously striving to increase the market share through new product launches, expanding its geographical coverage in more and more region(s). The management is of the view that future prospects and growth of your Company will depend on the overall economic scenario. However, all necessary activities have been initiated which would give us the lead in future.

4. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2016 was Rs. 12.98 crores (6, 49, 31,800 equity shares of Rs. 2/- each). During the year under review the company has not issued any shares or any convertible instruments. 96.46% of the Company’s paid up equity share capital is in dematerialized form as on

March 31, 2016 and balance 3.54% is in physical form. M/s. Link In time India Pvt. Ltd. is Registrars and Share Transfer Agent.

5. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments’ and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

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

iv. That the Directors have prepared the accounts for the financial year ending March 31, 2016 on “going concern basis”

V. that 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. That 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.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure-A.

7. INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

8. DEPOSITORY:

As the members are aware, your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company’s shares on either of the Depositories as aforesaid.

9. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

10. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the financial year 2016-17.

11. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders. For the year 2015-16, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

12. DIRECTORS:

As per the provisions of the Companies Act, 2013, Mr. P. C. Kundalia (DIN 00323801), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. K. C. Gupte (DIN 00058682) ceased to be the Director & Executive Director of the Company i.e. April 1, 2016. We take this opportunity to thank Mr. K. C. Gupte for his dedicated service and contribution during his tenure as Executive Director with the company. We wish him happy, peaceful and healthy retired life.

After closure of the year, Mr. T. S. Rajan (DIN 05217297), Chief Executive Officer has been appointed as an Additional Director of the Company i.e. April 1, 2016. He will hold office till the date of Annual General Meeting. Notice in writing under Section 161 of the Companies Act, 2013 & Rules framed there under has been received from a member of the Company proposing his candidature.

The Board of Directors at its meeting held on April 1, 2016 appointed/elevated Mr. T. S. Rajan as the Whole - Time Director designated as the Executive Director of the Company for a period of Three years i.e. April 1, 2016. His appointment is subject to the approval of the members of the Company and in ensuing Annual General Meeting the said business shall be proposed for the approval of the members of the Company.

13. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel of your Company are Mr. T. S. Rajan, Executive Director & CEO, Mr. Vatsal Parekh, Chief Financial Officer and Ms. Priti Patel, Company Secretary. Mr. K. C. Gupte has ceased to be the Director/Executive Director of the Company and hence he ceased to be a Key Managerial Personnel of the Company i.e. April 1, 2016.

14. AUDITORS:

A. STATUTORY AUDITORS:

M/s. Haribhakti Co. & LLP. (Firm Registration no.: FRN 103523W), Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed. As required under provision of Section 139 & 141 of the Companies Act, 2013, your Company has received a written certificate from the Statutory Auditors to the effect that their appointment, if made, would be in conformity with the limits specified in the said section.

B. COST AUDITORS:

M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants was appointed as the Cost Auditor to audit the cost accounts for the year 2015 -16. The shareholders, at the 52nd Annual General Meeting held on September 29, 2015, have ratified and approved Rs. 80,000/- (Eighty Thousand Only) plus out of pocket expenses to be paid as remuneration to the Cost Auditors for auditing the cost accounting records of the Company for the year ended March 31, 2016.

After closure of the year, considering the recommendation of the Audit Committee, the Board of Directors of your Company has re-appointed M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants as the Cost Auditor to audit the cost accounts for the year 2016 -17 with such remuneration as may be ratified & approved by members at the ensuing Annual General Meeting.

C. INTERNAL AUDITORS:

As per section 139 of the Companies Act, 2013 and Rules framed there under, M/s. RSM Astute Consulting was appointed as the Internal Auditors for the period of six months from April 1, 2015 to September 30, 2015 and M/s. Niraj D. Adatia & Associates, Chartered Accountants (Firm Registration no. 129486W) was appointed for further period of six months from October 01, 2015 to March 31, 2016 as the Internal Auditors of your Company for the financial year 2016-17. Report and progress of internal auditors have been reviewed and noted by the Audit Committee during the year.

Based on the recommendation of the Audit Committee of your Company, the Board of Directors of your Company has re-appointed M/s. Niraj D. Adatia & Associates, Chartered Accountants (Firm Registration no. 129486W) as the Internal Auditors of your Company for the financial year 2016-17.

D. SECRETARIAL AUDITORS:

According to the Provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial) Rules, 2004, M/s. Kashyap R. Mehta & Associates (Firm Registration No. S2011GJ166500), a firm of Company Secretaries in practice was appointed as the Secretarial Auditors of the Company for the year 2015-16. The Secretarial Audit Report is annexed with this Report as Annexure - B. There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

The Board has appointed M/s. Kashyap R. Mehta & Associates (Firm Registration No. S2011GJ166500)A firm of Company Secretaries in Practice, as the Secretarial Auditors of your Company for the financial year 2016-17.

15. SUBSIDIARY COMPANIES:

Wintech B.V. is the Wholly Owned Subsidiary (WOS) of Windsor Machines Limited. Wintal Machines S.R.L. is the Wholly Owned Subsidiary (WOS) of Wintech B.V. and a second layer subsidiary of Windsor Machines Limited. Wintech S.R.L. is a subsidiary Company of Wintech B.V.

During the year, Wintal Machines S.R.L., a second layer subsidiary company of Windsor Machines Limited has fulfilled the conditions of the “Preliminary Transfer of Business Agreement”, entered in to with Italian Authorities under Bankruptcy Law, and acquired the business of Ital tech S.p.A on an ownership basis by entering into a New Agreement with the Italian Authorities under Bankruptcy Law.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report and is given by way of Annexure-C. The Company announces standalone Financial Results on a quarterly basis and consolidated financial results at the end of the financial year.

Financial accounts of Wintech B.V. for the financial year 2015-16 are available for inspection by any Member at the Registered Office of your Company, during normal business hours (9.00 a.m. to 5.00 p.m.) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard.

16. EMPLOYEE STOCK OPTION/PURCHSE SCHEME:

The Company had earlier obtained approval of the shareholders in the Annual General Meeting of the Company held on September 29, 2014 for setting up of a scheme for issuance of stock options to its employees. However, the Company has till date not issued any stock options under the said scheme. The SEBI has, vide its notification dated October 28, 2014, notified amended SEBI (Share Based Employee Benefits) Regulations,

2014, as amended from time to time thereafter, for employee stock option scheme/ employee stock purchase scheme. Accordingly, the Board of Director has decided to set up a fresh scheme, in replacement of the earlier scheme, which shall be in compliance with such newly notified Regulations.

17. REMUNERATION POLICY:

The Board has framed Nomination and Remuneration policy for selection, appointment, removal, evaluation of Directors, Key Managerial Personnel, Senior Management team and for recommendation of their remuneration to the Board of Directors. The Remuneration Policy assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior

Management officials to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy. In compliance with Section 178 of the Companies Act, 2013 read with Rules framed there under and Regulation 19 read along with Schedule II Part D (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration policy of the Company is annexed with this report as Annexure -D.

18. REMUNERATION RATIO OF THE DIRECTOR/KEY MANAGERIAL PERSONNEL:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - E, attached with this report.

19. RELATED PARTY TRANSACTION:

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were related party transactions in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Form no. AOC-2 containing related party transactions is annexed herewith as Annexure -F.

The Related Party Transaction Policy, as approved by the Board, is uploaded on the Company’s website at www.windsormachines.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual return in Form MGT-9 is annexed herewith as Annexure-G.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY & COMMITTEE:

In terms of section 135 and Schedule VII of the Companies Act, 2013 and Rules framed there under, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Board of Directors namely, Mr. Shishir Dalal, Mr. T. S. Rajan (i.e. April 1, 2016) and Mr. Jayant Thakur. CSR Committee of the Board has formulated CSR Policy which is approved by the Board of Directors and uploaded on its website at www.windsormachines.com. The Company has contributed its CSR fund to Gandhi Research Foundation to carry out educational activities/projects such as Masters’ Programmed in Gandhian Thoughts & Social Science, PG Diploma in Gandhian Social work, Training, Workshops, Research fellowship etc. and to spread Gandhian Values among the new generation. As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure - H.

22. LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

23. CORPORATE GOVERNANCE:

Pursuant to Chapter IV read along with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance, are annexed herewith this Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis form part of this Annual Report.

25. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors comprises of following Directors:

Mr. Shishir Dalal - Chairman Mr. M. K. Arora - Member Mr. P. R. Singhvi – Member Other details with regard to Audit Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report annexed, with this report.

26. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Board of Directors is consisting of:

Mr. Shishir Dalal - Chairman Mr. M. K. Arora - Member Mr. P. R. Singhvi - Member

Other details with regard to Nomination and Remuneration Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report, annexed with this report.

27. BOARD EVALUATION:

Pursuant to the provisions of companies Act, 2013 and Regulation 4 (2) (f) (ii) (9), 17 (10) read along with Schedule II Part D (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the executive Director, Independent Directors as well the Non-executive Directors based on the Nomination, Remuneration & Evaluation Policy of the Company. The Board approved the evaluation results/minutes.

28. TRAINING OF INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company’s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company’s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company.

29. MEETING OF BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS:

During the year FOUR (4) Board Meetings and ONE (1) Independent Directors’ Meeting were held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 read with Rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

30. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.windsormachines.com. The Audit Committee has reviewed the working of Vigil Mechanism form time to time.

31. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee of Board of Directors is consisting of:

Mr. P. C. Kundalia - Chairman

Mr. K. C. Gupte (Upto March 31, 2016) - Member Mr. T. S. Rajan (w.e.f. April 1, 2016) - Member Mr. M. K. Arora - Member Other details with regard to Stakeholders’ Relationship Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report.

32. RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed periodically by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As a part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

33. CODE OF CONDUCT FOR DIRECTORS /MANAGEMENT PERSONNEL:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. A copy of the Code of Conduct has been uploaded on your company’s website www.windsormachines.com The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them regularly on annual basis. A declaration sign by your Company Executive Director & CEO is published in this report.

34. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

35. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Operations of your Company, in future.

37. SEXUAL HARASSMENT AT WORK PLACE:

The Company has, pursuant to Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressed) Act, 2013 and rules made there under, formulated the Sexual Harassment Policy. Pursuant to the said act the Internal Complaints Committee was constituted and no complaint was lodged with the Committee for the year.

38. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of whole hearted support received from all stakeholders, customers, suppliers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai T. S. Rajan P. C. Kundalia

Date: May 25, 2016 Executive Director & CEO Director

DIN: 05217297 DIN: 00323801


Mar 31, 2014

Dear Members,

The Directors present the 51st Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2014.

1. PERFORMANCE OF THE COMPANY :

1.1 RESULTS

(Rs. In lacs)

FINANCIAL HIGHLIGHTS 2013-14 2012-13

Sales, Income from operations and other income 24443.40 22067.23

net of excise.

profit / (Loss) before Interest & Depreciation 3035.87 1510.80

Less: Interest and Financial expenses 133.06 215.28

Less : Depreciation 253.19 217.23

profit / (Loss) before Extra-Ordinary items and tax 2649.62 1078.29

Extra Ordinary Items (net)

profit / (Loss) before Tax 2649.62 1078.29

Add/(Less) : Deferred Tax 690.88 -

Provision for Taxation - -

profit / (Loss) after Tax 1958.74 1078.29

Add : Balance brought forward from previous year 1982.25 903.96

Balance carried to Balance Sheet 3940.99 1982.25

1.2 DIVIDEND :

In order to conserve the resources, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS:

During the year, under review, your Company has sold 496 machines to achieve turnover of Rs. 236.50 crores as compared to 436 machines in the previous year with a turnover ofRs. 214.48 crores. During the year, your Company has extended its customer base by launching machines for special applications and concentrated on launching new product ranges.

Your Directors are confdent of continuing the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further details are given in management discussions and analysis report, which forms part of this report.

3. BUSINESS OUTLOOK :

The current market scenario is challenging. Scarcity of power in some parts of the country coupled with anxiety of a stable government, forced customers to defer their expansion plans and new project investments which ultimately resulted in lower orders and delays in lifting of fnished machines.

However, your company''s endeavor is to increase its product range, expand its customer base, reduce product costs and improve quality and value of the offerings. Various initiatives to address these concerns have been taken by the management and are in the process of implementation. Some of them have already started yielding results. The management is optimistic and prepares itself to face the challenges of the future. Market sentiment is quite optimistic of a turnaround post the electoral results and this would be a boost to Indian economy and to the plastic processing industry as a whole.

Some of the New initiatives launched in the previous year include partnering with key resin distributors and thereby expanding our customer reach; partnering with retroftting agents to offer complete solutions to our esteemed customers and joining hands with Non-Banking financial companies to provide financial assistance to our esteemed customers would yield substantial results and growth for your company in the near future.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors''

Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

iii. that the Directors have taken proper and suffcient 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 that the Directors have prepared the accounts for the financial year ended on March 31, 2014, on ''going concern'' basis.

5. SUBSIDIARY COMPANIES :

During the year, the Company has incorporated a Wholly Owned Subsidiary (WOS) namely "Wintech B.V." in Netherland on April 10, 2013, for business/investment purpose(s) and invested Rs. 1322.45 lacs. A joint ventured company, " Wintech S.r.l." was incorporated by holding 80% shares by Wintech B.V., WOS of Wndsor Machines Limited. On September 16, 2013, Wntech B.V. has incorporated a Wholly Owned Subsidiary namely "Wintal Machines S.r.l." to acquire the business of an Italian Company, "Italtech S.p.a."

Wntal Machines S.r.l has entered into Preliminary Transfer of Business Agreement with Italian authorities under Italian Bankruptcy Law for leasing the business of Italtech S.p.a., with the aim of buying the same in a prede- termined period. During this period Wintal Machines S.r.l. will manage and grow the business of Italtech S.p.a. around the world.

6. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certifcate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

7. FINANCIAL RESULT OF THE COMPANY:

The Company announces standalone financial results on a quarterly basis and consolidated financial results at the end of the financial year.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (the Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching of the Balance Sheet, profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under note no.35 in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These accounts will also be kept open for inspection by any member at the Registered office of the Company.

8. INSURANCE :

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks- raw materials, WIP, fnished goods, etc. have been adequately insured.

9. DEPOSITORY :

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

10. ENVIRONMENT PROTECTION :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

11. PUBLIC DEPOSITS :

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed/overdue deposits as on March 31, 2014.

12. DIRECTORS :

As per the provisions of the Companies Act, 2013, Mr. PC. Kundalia, Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Shishir Dalal has been appointed as a Director of the Company w.e.f. July 29, 2013. The shareholders have accorded their consent to the Directorship of Mr. Shishir Dalal in the Annual General Meeting held on September 25, 2013. Mr. Nirmal Gangwal has ceased to be Director of the Company w.e.f. August 12, 2013.

During the year, Mr. K. C. Gupte has been re-appointed as the Executive Director of the Company for two years w.e.f. April 1, 2014, and his Service Agreement has been renewed for the said term. This re-appointment has been made subject to the approval of the members of the Company and in ensuing Annual General Meeting the said business shall be proposed for the approval of the members of the Company.

13. AUDITORS :

The Auditors M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

14. COST AUDIT :

M/s. Dalwadi & Associates, Cost Accountants, have been re-appointed to conduct cost audit for the year ended March 31, 2015.

During the year, the Cost Audit observation(s) and Performance Appraisal Report for the year ended March 31, 2013, was discussed in the meeting of the Audit Committee of the Company held on August 12, 2013.The Board of Directors has noted and taken on record the aforesaid report of the Cost Auditor at its meeting held on August 12, 2013. The said report was fled with the Central Government, in prescribed form I, vide SRN - S22415038 dated September 21, 2013.

15. STATUTORY DISCLOSURES :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

b. The details of the employee drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, is provided below:

Sr. Particulars of Employee under Companies (Particulars of Employees) Rules, 1975 No.

1. Name of the Employee Mr. T. S. Rajan

2. Designation Chief Executive officer

3. Gross Remuneration Received Rs. 65 lac per annum

4. Nature of employment, whether Otherwise contractual or otherwise.

5. Other terms and conditions. NA

6. Nature of duties of the employee Chief Executive officer

Develop corporate and business strategy for the company and ensure that the budgets and profits for each business are achieved. Build the key processes in the company in both the divisions. Manage risk in all aspects of the business and ensure financial and management governance of the company. Ensure company realizes strategic partnerships and gains from international acquisitions.

7. Qualification and experience Graduation in Mechanical of the employee. Engineering from SVNIT, Surat.

Post Graduate in Financial Management from JBIMS, Mumbai Godrej & Boyce Manufacturing Sundaram Clayton (TVS Group), Tata Autocomp Dagger Forst Tools (Yash Birla Group)

8. Date of commencement of Employment April 1, 2010.

9. Age of employee 54 years.

10. Last employment held by Dagger Forst Tools (Yash Birla employee before joining the Group) Company.

11. Percentage of equity shares NIL held by the employee in the company within the meaning of section217(2A)(a)(iii).

16. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai K. C. Gupte P. C. Kundalia Date : May 30,2014 Executive Director Director


Mar 31, 2013

Dear Members,

The Directors present the 50th Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2013.

1. PERFORMANCE OF THE COMPANY :

1.1 RESULTS

(Rs. In lacs)

FINANCIAL HIGHLIGHTS 2012-13 2011-12

Sales, Income from operations and other income net of excise. 22067.23 23365.78

Profit / (Loss) before Interest & Depreciation 1510.80 2043.33

Less : Interest and Financial expenses 215.28 282.22

Less : Depreciation 217.23 216.92

Profit / (Loss) before Extra Ordinary items and tax 1078.29 1544.19

Extra Ordinary Items (net) - -

Profit / (Loss) before Tax 1078.29 1544.19

Add/(Less) : Deferred Tax - (400.78)

Provision for Taxation - -

Profit / (Loss) after Tax 1078.29 1143.41

Add : Balance brought forward from previous year 903.96 (239.45)

Balance carried to Balance Sheet 1982.25 903.96

1.2 DIVIDEND :

In order to conserve the resources, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS:

During the year under review, your Company has sold 436 machines to achieve turnover of Rs. 214.48 crores as compared to 489 machines in the previous year with a turnover of Rs. 219.35 crores. During the year, sales and profit of the Company have been affected by adverse market condition. During the year your Company has extended its customer base by launching machines for special applications and concentrated in launching new product range.

Your Directors are confident of continuing the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further details are given in management discussions and analysis report, which forms part of this report.

3. BUSINESS OUTLOOK :

The current market scenario is challenging. Scarcity of power in some parts of the country, forced customers to defer their expansion plans and new project investments which ultimately resulted in lower orders and delays in lifting of finished machines.

However your Company''s endeavour is to increase its product range, expand customer base, reduce product costs and improve quality of the offerings. Various initiatives to address these concerns have been taken by the management and are in the process of implementation. Management of your Company is optimistic and prepares itself to face the challenges of the future.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors''

Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review; iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the Directors have prepared the accounts for the financial year ending March 31, 2013 on ''going concern'' basis.

5. INCORPORATION OF WHOLLY OWNED SUBSIDIARY :

After closure of the year, the Company has incorporated a Wholly Owned Subsidiary (WOS) namely "Wintech B.V." in Netherland on 10th April, 2013 for business/investment purpose(s) and invested Rs. 462.55 lacs.

6. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

7. INSURANCE :

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks - raw materials, WIP, finished goods, etc. have been adequately insured.

8. DEPOSITORY :

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

9. ENVIRONMENT PROTECTION :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

10. PUBLIC DEPOSITS :

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed/overdue deposits as on March 31, 2013.

11. DIRECTORS :

As per the provisions of the Companies Act, 1956, Mr. Pushp Raj Singhvi, Director of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

12. AUDITORS :

The Auditors M/s. Haribhakti & Co., Chartered Accountant s, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

13. COST AUDIT :

M/s. Dalwadi & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended March 31, 2014.

14. STATUTORY DISCLOSURES :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

b. As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

15. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.



For and on behalf of the Board of Directors

Place : Mumbai K. C. Gupte P. C. Kundalia

Date : May 30, 2013 Executive Director Director


Mar 31, 2012

The Directors present the 49th Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2012.

1. PERFORMANCE OF THE COMPANY :

1.1 RESULTS

(Rs. In lacs)

FINANCIAL HIGHLIGHTS 2011-12 2010-11

Sales, Income from operations and other income net of excise. 23365.79 25408.12

Profit / (Loss) before Interest & Depreciation 2043.33 4583.62

Less : Interest and Financial expenses 282.22 264.32

Less : Depreciation 216.92 220.04

Profit / (Loss) before Extra Ordinary items and tax 1544.19 4099.26

Extra Ordinary Items (net) - 8135.96

Profit / (Loss) before Tax 1544.19 12235.22

Add/(Less) : Deferred Tax (400.78) 1814.93

Provision for Taxation - (0.50)

Profit / (Loss) after Tax 1143.41 14049.65

Add : Balance brought forward from previous year (239.45) (14289.10)

Balance carried to Balance Sheet 903.96 (239.45)

1.2 DIVIDEND :

In order to conserve the resources, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS:

During the year under review, your Company has sold 489 machines to achieve turnover of Rs. 219.35 crores as compared to 608 machines in the previous year with a turnover of Rs. 250.57 crores. During the year, sales and profit of the Company have been affected by adverse market condition. Secured borrowing has increased the finance cost and inflationary trend in salaries and wages has resulted in higher employee costs as compared to the previous year. During the year your Company has extended its customer base by launching machines for special applications and concentrated in launching new product range. Coming out of BIFR has erased the status of the Company of being branded as a "Sick Unit".

Your Directors are confident of continuing the profitable working in the current year also although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further details are given in management discussions and analysis report, which forms part of this report.

3. BUSINESS OUTLOOK :

The current market scenario is challenging. Ban on plastic gutka packaging has adversely affected sales of extrusion division. During the year increase in cost of raw materials, higher interest rates etc. have affected the financial performance of your Company. Scarcity of power in some parts of the country forced customers to defer their expansion plans and new project investments which ultimately resulted in lower orders and delays in lifting of finished machines.

However your Company's endeavor is to increase its product range, expand customer base, reduce product costs and improve quality of the offerings. Management of your Company is optimistic and prepares itself to face the challenges of the future.

4. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

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

iv. that the Directors have prepared the accounts for the financial year ending March 31, 2012 on 'going concern' basis.

5. CAPITAL RESTRUCTURING & ALLOTMENT OF SHARES :

During the year under review, the Company has revised its capital structure as directed by the BIFR vide its order dated September 21, 2010 and subsequent orders thereafter.

As per above mentioned BIFR order(s), the Company has reduced the face value of its equity shares from Rs. 10/- (Rupees Ten Only) each to Rs. 4/- (Rupees Four Only) each, alloted total 3,88,60,000 (Three Crores Eighty Eight Lacs Sixty Thousand) equity shares of Rs. 2/- (Rupees Two only) each (after sub-division as explained below), at par, on preferential basis.

As per Special Resolution(s) passed at the Extra-Ordinary General Meeting of the members of the Company held on May 12, 2011, the Company has increased its authorised share capital up to Rs. 40 crores and subdivided one equity share of face value of Rs. 4/- (Rupees Four Only) each into two equity shares of Rs. 2/- (Rupees Two Only) each and new ISIN No. INE052A01021 was allotted by the Depositories for fully paid equity shares of Rs. 2/- each.

6. DISCHARGED THE COMPANY FROM THE PURVIEW OF THE SICA:

During the year under review, honorable bench of BIFR has observed the substantial implementation of the Sanctioned Scheme of BIFR and achievement of positive Net Worth by the Company, hence vide its order dated August 16, 2011 the BIFR has discharged the Company from the status of a "Sick Industrial Company" under section 3(1)(O) of the SICA.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

8. INSURANCE :

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks - raw materials, WIP, finished goods, etc. have been adequately insured.

9. DEPOSITORY :

As the members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company's shares on either of the Depositories as aforesaid.

10. ENVIRONMENT PROTECTION :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

11. PUBLIC DEPOSITS :

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed/overdue deposits as on March 31, 2012.

12. DIRECTORS :

During the year under review, Mr. Santosh Datta was appointed as a Nominee/Special Director on Board of the Company vide BIFR Appointment order dated May 25, 2011 and ceased to be Nominee /Special Director vide BIFR order dated August 16, 2011 following de-registration of the Company from BIFR as a sick company.

As per the provisions of the Companies Act, 1956, Mr. P. C. Kundalia and Mr. J. M. Thakur, Directors of the Company are liable to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

13. AUDITORS :

The Auditors M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

14. COST AUDIT:

M/s. Dalwadi & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended March 31, 2013.

15. STATUTORY DISCLOSURES :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

b. As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

16. ACKNOWLEDGEMENT :

The Directors wish to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai K. C. Gupte P. C. Kundalia

Date : August 13, 2012 Executive Director Director


Mar 31, 2011

The Directors present the 48th Annual Report together with the audited accounts of the Company for the financial year ended 31 st March, 2011.

1. PERFORMANCE OF THE COMPANY

1.1 RESULTS

(Rs. in lacs)

FINANCIAL HIGHLIGHTS Year ended Year ended

31.03.2011 31.03.2010

Sales, Income from operations and other income net of excise. 25388.24 20995.43

Profit / (Loss) before Interest & Depreciation 4634.83 2319.85

Less: Interest and Financial expenses 315.69 793.16

Less: Depreciation 220.04 203.27

Profit / (Loss) before Extra Ordinary items and tax 4099.10 1323.42

Extra Ordinary Items (net) 8135.96 -

Profit / (Loss) before Tax 12235.06 1323.42

Add/(Less) : Deferred Tax 1814.93

Provision for Taxation (0.50) (0.75)

Profit / (Loss) after Tax 14049.49 1322.67

Add/(Less) : Prior years adjustments (net) 0.16 (30.81)

14049.65 1291.86

Add : Balance brought forward from previous year (14289.10) (15580.96)

Balance carried to Balance Sheet (239.45) (14289.10)

1.2 DIVIDEND:

In view of the accumulated losses, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS :

Your directors are pleased to announce an annual 21% increase in the turnover of the Company. In terms of volumes, the Company has sold 608 machines to achieve a turnover of Rs. 250.57 crores as compared to 520 machines in the previous year with a turnover of Rs.206.57 crores . The raw material costs have gone down as a percentage of sales by almost 500 basis points reflecting economies of scale in purchases and better terms of purchase. The employee costs as a percentage of sales have gone up by 38 basis points reflecting impact of increase in salaries, wages and incentives in line with inflationary trends. The profit before interest and depreciation has improved to Rs. 4634.83 lacs in the current year as against Rs. 2319.85 lacs in the previous year. The interest and finance charges have shown remarkable reduction in view of repayment of most of the loans and better cash flow management. Depreciation has more or less remained constant.

The extraordinary items consist of Rs. 81.35 crores in the aggregate of which about 55% is on account of sacrifices of secured lenders, 35% is from capital and reserves write back and the balance is from others.

The Company has created a deferred tax asset of Rs. 18.15 crores to reflect the virtual certainty for tax set off available against future profits. In view of Sanctioned Scheme reliefs and the cash profits made by the Company in last few quarters, the accumulated debit balance in the profit and loss account has been reduced to only Rs. 2.39 crores.

Your Directors are confident of continuing the profitable working in the current year also although there seems to be challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed.

Detailed analysis of the operations of the Company are available in the Management Discussion and Analysis forming part of the Annual Report.

The domestic business has shown a stellar 27% increase in turnover over last years level at Rs. 202.59 crores (previous year Rs. 159.81 crores). The increase in the turnover in the current year has been supported by the focused vendor management programme, which has helped in slightly easing the pressure on the tight working capital, and also through enhanced customer satisfaction. The market has well accepted the new range of machines from the extrusion and injection moulding machinery business of your Company on account of its efficiency and product quality.

Whereas the exports growth has been sluggish at 3% at Rs. 47.97 crores (previous year Rs. 46.76 crores). Market was competitive due to increased competition from other players which restricted the growth in export business.

3. BUSINESS OUTLOOK:

The market does not look very supportive due to sluggish order book position. The recent ban on plastic gutka packaging has given a big blow to the Packaging Industry, which may adversely affect companys sales in the near future especially for extrusion division. At the same time, Pipe Industry is also experiencing a sluggish demand which is due to huge number of machines being added in past couple of years. However, the Company is trying to open new avenues by special focus on Export Markets & Injection Moulding Machines. Further, because of the virtual debt-free current position of the Company, it is in a better position to meet the challenges before it.

4. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended 31 st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

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

iv. that the Directors have prepared the accounts for the financial year ending 31 st March, 2011 on going concern basis.

5. RECENT DEVELOPMENTS

The Company was declared a sick company by the BIFR on 29th June 2006 and appointed ICICI Bank as the operating agency (OA) under 17 (3) of the Sick Industrial Companies (Special Provisions) Act, 1985. The Honble Bench of BIFR finally sanctioned the Scheme of Rehabilitation on 21 st September, 2010. The following were the principal features of the Sanctioned Scheme.

a) Reduction in the share capital by 60% whereby equity shares of Rs. 10/- each were reduced to equity shares of Rs. 4/- each.

b) Additional Equity share capital to be preferentially allotted to the Promoters /Co- Promoters, after reduction as above, subject to approval of the members by way of a special resolution.

The Companys Board decided to implemented the Sanctioned Scheme of the BIFR for rehabilitation of the Company at its Board Meeting held on 30th March 2011 and hence convened an extraordinary general meeting on 12th May 2011 in terms of the directions of the Honble Bench of BIFR. The shareholders have now, inter alia, approved the following:-

1. Issue of 1,87,50,000 equity shares of Rs. 4/- each at par to Promoters/Co-Promoters on a preferential basis as per the Sanctioned Scheme.

2. Increase in authorised share capital from Rs. 20 crores to Rs. 40 crores including sub- division of equity shares from one equity share of Rs. 4 each to 2 equity shares of Rs. 2 each. The Board deemed fit to sub-divide the equity shares as the standard face value for listed companies is either Re. 1/- or Rs.2/-, Rs. 5/-, Rs. 10/-, etc.

3. Issue of 13,60,000 equity shares to advisors subject to approval of the Bench of BIFR/ AAIFR for issue at par.

The Board shall fix in consultation with Stock Exchanges a Record Date for effecting reduction and sub-division of equity shares and shall complete the issue and allotment of new equity shares and listing thereof soon thereafter.

The Company has, on account of write-backs, reliefs and concessions, fresh issue of shares, etc., wiped out almost the whole of the accumulated losses and thus achieved a positive net worth. The Company is in the process of seeking de-registration as a sick industrial company with the Honble Bench of BIFR.

6. SHIFTING OF REGISTERED OFFICE:

After closure of the year, the Company has shifted its registered office from Plot E-6, U2 Road, Wagle Industrial Estate, Thane - 400 604, to 102/103, Dev Milan, Next to Tip Top Plaza, L.B.S Road, Thane(W)-400 604.

7. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

8. INSURANCE :

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks - raw materials, WIP, finished goods, etc. have been adequately insured.

9. DEPOSITORY:

As the members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Companys shares on either of the Depositories as aforesaid.

10. ENVIRONMENT PROTECTION :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

11. PUBLIC DEPOSITS

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed/overdue deposits as on 31 st March 2011.

12. DIRECTORS :

Mr. Kishore C. Gupte has been appointed as an Executive Director of the Company with effect from 1 st April 2011 for a period of three years.

Mr.Jayant Thakur, Mr. Nirmal Gangwal and Mr. Pushp Raj Singhvi have been appointed as Additional Directors with effect from 30th March, 2011. They will hold office till the date of the ensuing Annual General Meeting. Notices in writing under section 257 of the Companies Act, 1956 have been received from few members of the company proposing their candidature.

Mr. Jayant Thakur was appointed as an Additional Director of the Company with effect from 30th March, 2011, and accordingly, in terms of the provisions of the Articles of Association and Section 260 of the Companies Act, 1956, holds office only upto the date of the forthcoming Annual General Meeting.

Mr. Jayant Thakur is 45 years old. He is a qualified Chartered Accountant and practicing in Mumbai since 17 years. He has wide experience in the field of securities and corporate law, tax etc. and his appointment would benefit the Company through his knowledge and experience.

Mr. Nirmal Gangwal has been a pioneer in India in developing Professional Liabilities Management services in India. Over the last 2 decades he has introduced several new and innovative financial solutions, which have now become standard industry practices. He is a qualified Chartered Accountant, Company Secretary and Law Graduate.

With his appointment, the Company would benefit through his experience and expertise in these fields. His passion for resolution in financial adversity, extensive knowledge with ability to think as partnering-entrepreneur, works in interest of all stake holders. He has advised more than 100 Corporates during their challenging and good times across more than 20 industries.

Mr. Pushp Raj Singhvi was appointed as an Additional Director of the Company with effect from 30th March, 2011, and accordingly, in terms of the provisions of the Articles of Association and Section 260 of the Companies Act, 1956, holds office only upto the date of the forthcoming Annual General Meeting.

Mr. Pushp Raj Singhvi is a Commerce and Law Graduate. He has very deep rooted professional interest in the polymer industry. In the entire polymer Industry in India, he is amongst a very few professionals having in-depth knowledge and association of over 40 years in all functional areas of marketing including field sales, Product Management, Regional Sales, Application Development, Product Development, Distribution and Logistics, Perspective Planning and many more. With his appointment the Company would benefit through his knowledge, experience and expertise.

As per the provisions of the Companies Act, 1956 Mr. M. K. Arora, Director, is liable to retire by rotation and offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Arora is a qualified Company Secretary and Law Graduate. He has vast experience in Legal and Corporate matters and his re-appointment would benefit the Company through his extensive knowledge.

13. AUDITORS:

The Auditors M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

14. AUDITORS OBSERVATIONS:

The observations of the auditors in their report are explained note no. 25 of notes to the accounts.

15. STATUTORY DISCLOSURES :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

b. As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

16. Group for the purposes of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

In pursuance to clause 3(1 )(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, the following lists of the Corporate entities are classified as group under the above said regulations: -

1) DGP Windsor Limited U.K.

2) VIP Industries Limited.

3) Vibhuti Investment Co. Limited

4) Ghodbunder Developers Private Limited.

5) Castle Equipments Private Limited.

6) Renaissance Equipments Private Limited.

7) DGP Securities Limited.

8) Alcon Finance & Investments Limited.

17. ACKNOWLEDGEMENT :

The Directors wish to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, financial institutions and bankers of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai K. C. GUPTE P.C. KUNDALIA

Date: 30th May, 2011 Executive Director Director


Mar 31, 2010

The Directors present the 47th Annual Report together with the audited accounts of the Company for the financial year ended 31st March, 2010.

1. PERFORMANCE OF THE COMPANY

1.1 Results

(Rs. in lacs)

Financial Highlights Year ended Period ended 31.03.2010 31.03.2009 (9 Months)

Sales, Income from operations and other income net of excise. 20,988.98 9,627.21

Profit / (Loss) before Interest & Depreciation 2,289.19 268.33

Less: Interest 768.95 530.81

Less : Depreciation 203.27 163.95

Profit / (Loss) before Extra Ordinary items and tax 1,316.97 (426.43)

Extra Ordinary Items (net) - 304.87

Profit / (Loss) before Tax 1,316.97 (121.56)

Less : Provision for Taxation 0.75 0.50

Fringe benefit tax - 13.79

Profit /(Loss) after Tax 1,316.22 (135.85)

Add/(Less) : Prior years adjustments (net) (24.36) 22.95

1,291.86 (112.90)

Add : Balance brought forward from previous year (15,580.96) (15,468.06)

Balance carried to Balance Sheet (14,289.10) (15,580.96)

1.2 Dividend :

In view of the accumulated losses, your Directors do not recommend payment of any dividend for the year.

2. Operations :

Your Company has in the current year sold 520 machines to achieve the turnover of Rs. 206.57 crores as compared to 225 machines in the previous period (9 months) turnover of Rs.93.11 crores, an annualized growth of 66% despite all constraints faced by a Sick Industrial Company. Your Company has been able to continue its control on administrative costs, while the employee cost has increased due to market condition. The profit before interest and depreciation has improved to Rs. 2289.19 lacs in the current year as against Rs. 268.33 lacs in the previous period.

Detailed analysis of the operations of the Company are available in the Management Discussion and Analysis forming part of the Annual Report. The operations of the Thane unit of the Company continue to remain closed.

3. Domestic Sales & Export Business :

Exports during the year is Rs. 46.76 crores, as against previous period (9 months) exports

of Rs. 23.50 crores thus an annualised increased of 49.24% and is 22.64% of total sales turnover.The increase in the turnover in the current year has been supported by the focused vendor management programme, which has helped in slightly easing the pressure on the tight working capital, and also through enhanced customer satisfaction. The market has well accepted the new range of machines from the extrusion and injection moulding machinery business of your Company on account of its efficiency and product quality.

4. Business Outlook:

The market being supportive in terms of order book position, the outlook for the year seems to be better. The demand for Extrusion Machinery is expected to grow particularly in view of the expected growth in agriculture, telecom and construction sectors. As regards Injection Moulding Machinery business, the demand is expected to grow particularly in view of the expected growth in the consumption of plastic products in the house hold and furniture segments. Further, Automobiles sector also is fuelling the increase in newer capacities.

5. Directors Responsibility Statement:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

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

iv. that the Directors have prepared the accounts for the financial year ending 31 st March, 2010 on going concern basis.

6. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

7. Insurance :

All the assets of your Company including Buildings, machineries, fixtures, other fixed assets, stocks - raw materials, WIP, finished goods, etc. have been adequately insured.

8. Depository :

As the members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Companys shares on either of the Depositories as aforesaid.

9. Environment Protection :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

10. Public Deposits

During the year under review the Company has not accepted fixed deposits from the public.

11. Personnel:

The Companys personnel strength has reduced from 523 to 519 at end of the year.

12. Directors :

Mr. R. R. Nagrajan, Executive Director of the Company has resigned with effect from 28th July, 2009. The Board conveys their good wishes in his new assignment.

As per the provisions of the Companies Act, 1956 Mr. P C Kundalia is liable to retire by rotation and has expressed his willingness for re-appointment at the ensuing Annual General Meeting.

13. Auditors:

The Auditors M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

14. Auditors Remarks :

The clarifications with regard to Auditors remarks are as below:

The Company has already initiated various restructuring measures and some are still proposed to be initiated, therefore the Company would be able to continue its operations in the foreseeable future and as such these financial statements have been prepared on "going concern" basis.

Although the management could not physically verify the fixed assets, at Thane plant adequate measures have been taken for the protection and maintenance of the assets and property.

In regard to the full information with respect to the Thane works for the purpose of Accounting Standard - 28, the details were not available mainly on account of inaccessibility of records due to adverse labour situation.

15. Statutory Disclosures :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

16. Registration with BIFR :

As the accumulated losses at the end of the financial year ended 31st March, 2010 continue to exceed the entire net worth, your Company is a sick industrial Company as per provisions of section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). A reference had been made and the Company in 2006 is declared sick industrial Company under the provisions of the Sick Industrial Companies (Special Provisions) act by the Board of Industrial and Financial Reconstruction (BIFR) under the said Act vide number 65/2006.

BIFR appointed ICICI as the Operating Agency (OA). Since then a scheme for the rehabilitation of the Company has been submitted to BIFR through the OA seeking certain concessions and financial rearrangements. A Draft Rehabilitation Scheme (DRS) has been circulated by BIFR U/S 19 (2) read with Sec. 19 (1) of the SICA and 1st April, 2009 is the "Appointed Date" for implementation of Scheme. The Scheme has been sanctioned by the said BIFR vide its Order dated 25-10-2010. However, the Company has decided to approach the BIFR bench with Miscellaneous Application for review of certain portions of the Rehabilitation Scheme and some of its terms and conditions. Pending outcome of the Companys application, the accounts and financial statements have been drawn without giving effect of the provisions of the scheme.

17. Group for the purposes of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

In pursuance to clause 3(1 )(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, the following lists of the Corporate entities are classified as group under the above said regulations: -

DGP Windsor Limited U.K.

VIP Industries Limited.

Vibhuti Investment Co. Limited

Ghodbunder Developers Private Limited.

Castle Equipments Private Limited.

Renaissance Equipments Private Limited.

DGP Securities Limited.

Alcon Finance & Investments Limited.

18. AGM Extension:

The Company has received approval from Registrar of Companies vide their letter dated 04.11.2010 extending the time for holding AGM of the Company for the year 2009-2010 till 31st December, 2010.

19. Acknowledgement:

The Directors thank the Companys customers, vendors, investors, business associates, stock exchanges and Government Authorities for their support to the Company.

Your Directors also wish to place on record their appreciation of the dedicated services of the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai P. C. KUNDALIA K C GUPTE

Dated: 13th November, 2010 Director Director