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Elecon Engineering Company Ltd.

BSE: 505700 | NSE: ELECON |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE205B01023 | SECTOR: Engineering - Heavy

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Dear Members,

The Directors have pleasure in presenting this 58th Annual Report together with the Audited Financial Statements for the year ended on March 31, 2018.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavors.

Performance of the Company

Standalone Financial Performance

For the year ended on March 31, 2018, the Company has achieved a Turnover of Rs.91,953.72 Lakhs as against Rs.99,648.05 Lakhs in the previous year.

For the year ended on March 31, 2018, the Company has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) of Rs.10,058.39 Lakhs as against the EBIDTA of Rs.15,579.96 Lakhs during the previous year.

The Net Profit of the Company for the year 201718 was Rs.808.37 Lakhs compared to Rs.2,106.22 Lakhs during the previous year.

The Company holds total unexecuted orders about Rs.1,23,676 Lakhs (Rs.767.19 Lakhs for Gear Division and Rs.469.57 Lakhs of MHE Division) as on March 31, 2018. This will help us to continue to have sustainable growth in coming years.

The Company posted subdued financial performance in the fiscal as it witnessed challenges on multiple counts. At the macro level, the economic activity in the country remained low and it resulted in the slow pick up of orders and poor execution of the operation at the client level. The Company’s customers also got affected by rolling out of GST which led to some disruption of activity. With all the major headwinds behind, the Company has reformulated its strategy and plans to pursue product-based business going forward with a focus on expanding the bottom line. The Company is seeing sustained revival in economy and increased manufacturing activity and anticipates a strong recovery in its business in the near-term future.

Consolidated Operations

The Audited Consolidated Financial Statements of your Company as on March 31, 2018, which forms part of the Annual Report, have been prepared pursuant to the provisions of SEBI (LODR) Regulations, 2015 and also as per the applicable Indian Accounting Standard (IndAS) on Consolidated Financial Statements (IndAS-110) as notified by the Ministry of Corporate Affairs.

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

31/03/18

31/03/17

31/03/18

31/03/17

Turnover

91,953.72

99,648.05

118,850.06

127,465.54

Profit Before Tax, Finance cost, Depreciation & Amortization and Adjustment for previous year (EBIDTA)

10,058.39

15,579.96

11,592.29

16,402.42

Add: Other Income

1,055.72

785.34

547.38

856.26

EBIDTA (Including other income)

11,114.11

16,365.30

12,139.67

17,258.68

Less : Finance Cost

5,798.24

6,304.87

6,555.81

7,957.32

Depreciation & Amortization

4,807.20

4,813.76

5,292.32

5,323.82

Profit Before Tax

508.67

5,246.67

291.54

3,977.54

Less/(Add) : Exceptional Items

--

--

--

--

Less: Provision for Tax

604.69

2,079.08

650.34

2,246.03

Deferred Tax

(372.11)

1,026.81

(304.60)

1,030.32

Mat Credit Entitlement

--

--

--

--

Short/(Excess) Prov. of earlier years

(532.28)

34.56

(532.28)

34.56

Profit After Tax

808.37

2,106.22

478.08

666.63

Add:

Others Comprehensive Income

11.41

(75.04)

(171.08)

923.84

Share of Profit of Associates

--

--

270.42

408.39

Previous Year Balance Brought Forward

19,415.97

18,827.02

21,291.76

20,735.14

PROFIT AVAILABLE FOR APPROPRIATION

20,235.75

20,858.20

21,869.18

22,734.00

APPROPRIATIONS:

Dividend paid

561.00

1,198.29

561.00

1,198.29

Income Tax on Dividend paid

114.20

243.94

114.20

243.95

Transfer to General Reserve

--

--

--

--

Balance Carried Forward

19,560.55

19,415.97

21,193.98

21,291.76

Your Company’s total consolidated turnover for the year ended on March 31, 2018 was Rs.118,850.06 Lakhs as against Rs.127,465.54 Lakhs for previous year.

For the year ended on March 31, 2018, the Company has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) of Rs.11,592.29 Lakhs as against the EBIDTA of Rs.16,402.42 Lakhs during the previous year.

The Consolidated Net Profit of the Company for the year 2017-18 after other comprehensive income and share of profit/loss of associates was Rs.199.28 Lakhs compared to Rs.1,998.86 Lakhs during the previous year.

During the year under review, your Company’s consolidated net worth is Rs.70,887.19 Lakhs as against Rs.70,984.97 Lakhs for previous year.

Dividend

Your Directors have recommended dividend of 10% i.e Rs.0.20/- per share on 11,21,99,965 equity shares of Rs.2/- each for the year ended on March 31, 2018 (previous year Rs.0.50/- per share on 11,21,99,965 equity shares of Rs.2/- each).

The said dividend, if approved by the shareholders, would involve a cash outflow of Rs.270.53 Lakhs, including dividend distribution tax of Rs.46.13 Lakhs against Rs.675.21 Lakhs including dividend distribution tax of Rs.114.21 Lakhs in the previous year.

During the year, the unclaimed dividend pertaining to the financial year 2009-10 has been transferred to the Investor Education & Protection Fund.

Transfer to Reserves

The Company proposes to retain the entire amount of Rs.19,560.56 Lakhs in the profit and loss account.

Share Capital

The paid up Equity Share Capital as on March 31, 2018 was Rs.2,244.00 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

Directors’ shareholding in the Company, as on March 31, 2018, is given in extract of Annual Return.

Finance

Cash and cash equivalent as at March 31, 2018 was Rs.831.70 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Fixed Deposits

The Company has not accepted any fixed deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid/unclaimed deposits as on March 31, 2018.

Particulars of Loans, Guarantees or Investments

The details of Loans given, Guarantees and Securities provided and Investments made by the Company in compliance with the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Directors & Key Managerial Personnel (KMPs)

Director Retire by rotation IIn accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Prashant C. Amin, Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Board recommends his appointment for your approval.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meetings

During the year four Board Meetings, four Audit Committee Meetings, four Stakeholders Relationship Committee Meetings, two Nomination and Remuneration Committee Meetings, one Corporate Social Responsibility Committee Meeting, one Management Committee Meeting and one Separate Meeting of Independent Directors were held.

The details of which are given in the Corporate Governance Report. The intervening gaps between the Board meetings were within the period prescribed under the Companies Act, 2013.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and their meetings are given in the Corporate Governance Report which forms part of this report.

Independent Directors

The Independent Directors met on May 19, 2017 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has received necessary declarations 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(1)(b) of SEBI (LODR) Regulations, 2015.

Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI (LODR) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates, business model etc. The policy on Familiarization Programme is uploaded on the website of the Company and can be accessed through web link https://www.elecon.com/views/ templates/admin-uploads/Investors/Policies/Details-of-Familiarization-Programmes-for-IDs.pdf.

The Company has conducted the familiarization programme for Independent Directors of the Company, details for the same have been disclosed on the Company’s website https://www.elecon.com/ investors/corporate-information.

Remuneration Policy

TThe policy for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel is set out in “Annexure A” which forms part of the Board Report.

Disclosures by Directors

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures to this effect as required under Companies Act, 2013.

Change in KMP

During the year under review, Shri Parthiv Parikh resigned as Company Secretary, KMP & Compliance Officer of the Company w.e.f. August 4, 2017. Shri Devang Trivedi has been appointed as Company Secretary, KMP & Compliance Officer of the Company w.e.f. August 5, 2017 and he resigned as Company Secretary, KMP & Compliance Officer of the Company w.e.f. January 13, 2018.

Shri Rajat Jain resigned as Chief Financial Officer & KMP of the Company w.e.f. close of business hours of December 31, 2017. Shri Kamlesh Shah has been appointed as Chief Financial Officer & KMP of the Company w.e.f. May 4, 2018.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Board of Directors, hereby confirm that:

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

(b) 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 the period;

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

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

(e) 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;

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

Related Party Transactions

All contracts or arrangements with related parties, entered during the financial year were at arm’s length basis and in the ordinary course of the Company’s business. All such contracts or arrangements were entered into only with prior approval of Audit Committee. No material contract or arrangements with related parties were entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at https://www.elecon.com/views/templates/admin-uploads/Investors/Policies/Elecon-Related-Party-Transactions-Policy-2017.pdf. None of the Directors or any Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company.

Auditors

Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants appointed as a Statutory Auditors of the Company for a period of 5 (five) years i.e. from the conclusion of 56th Annual General Meeting for the financial year 2015-16 until the conclusion of Annual General Meeting for the financial year 2020-21. As per the provisions of Section 139 of the Companies Act, 2013 the Company has placed the matter relating to ratification of their appointment by members at the Annual General Meeting.

M/s. B S R & Co. LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Statutory Auditors of the Company. As required under SEBI (LODR) Regulations, 2015, the Auditor have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the Company in respect of its manufacturing activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Y.S. Thakar & Co., Cost Auditors to audit the cost accounts of the Company for the year ended on March 31, 2019 on a remuneration of ‘ 75,000/- p.a. As required under the Companies Act, 2013, the remuneration payable to the cost auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Member’s ratification for the remuneration payable to M/s. Y.S. Thakar & Co., Cost Auditors is included in the notice convening the 58th Annual General Meeting. The Cost Audit Report for the year 2016-17 was filed with the Ministry of Corporate Affairs before the due date of filing.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Ashwin Shah, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report on the Secretarial Audit carried out by him during the year 2017-18 is annexed herewith as “Annexure B”.

Subsidiary, Joint Venture & Associate Companies

As on March 31, 2018, the Company has 12 Direct & Indirect Subsidiary Companies.

During the year under review, no new Company has been incorporated / acquired as Subsidiary, Joint Ventures or Associates Companies.

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and SEBI (LODR) Regulations, 2015, your Company had prepared Consolidated Financial Statements of the Company and its Subsidiaries and a separate statement containing salient features of financial statement of Subsidiaries/ Associates forms part of the Annual Report.

The Annual Financial Statements and related information of the Subsidiary Companies shall be made available for inspection by the shareholders of the Holding and Subsidiary Companies on all working days during business hours for a period of 21 days before the date of the Annual General Meeting and the same will also be placed on the website of your Company. Any member who is interested in obtaining the Audited Financial Statements of the Subsidiary Companies may obtain the same by writing to the Company.

Financial Performance - Subsidiary Companies

Elecon Transmission International Limited (Mauritius - consolidation)

During the financial year under review, turnover of Benzlers Radicon Group increased sales by 2.9 % from GBP 31.6 million FY 2016-17 to GBP 32.5 million FY 2017-18. There was also an increase in EBITDA from 0.2% FY 2016-17 to 2.4% FY 2017-18. Finance Cost has increased by 1.4% and SG&A Cost has increased by 6.8 % which resulted in a loss of GBP 1.22 million FY 2017-18 compared to a loss of GBP 1.71 million in FY 2016-17.

Benzlers group (Nordic and Europe)

Benzlers Group had a good year in terms of sales. All entities in both Nordic and European countries increased their sales compared to previous year except Denmark. The sales dropped in Denmark during the first 6 months due to slow order intake, however the orders have picked up again in the last 6 months. The sales increased by 4.7% with highest sales growth coming from European customers (14.6%).

EBITDA grew from GBP 1.08 million ( 7.1%) to GBP 1.71 million ( 10.7%) due to better sales and efficient cost control processes. This together with the increased sales has given the group a PAT of GBP 1.18 million an increase of almost 3 times compared to previous year of GBP 0.45 million.

Benzlers Group sales performance in the FY 2017-18 - despite very strong competition - is in line with business strategy of changing from a product oriented company to a sales and service company. We expanded our service and repair business in the Nordic countries during FY 2017-18 and the focus will be to increase the profit in this area further. We will also put more focus on sales and development of Screwjacks range during the year which was started in 2017 with good results. We are in the process of placing more marketing activities and digital communications in the market place which will give us positive results in coming year.

The marketing of Elecon products into the European Union is continuously being well received and the sales of these products are increasing yearly.

Radicon Transmission UK Limited

The UK domestic market continues to be cautious, due to Brexit. This is affecting capital investment decisions within a lot of industries. Which has subsequently affected a number of larger project based orders available in the market.

Distribution and the replacement market have stayed consistent, but with the lack of larger investment projects this has increased competition to substitute for the lack of the investment/project orders. We still believe that Radicon is well placed to service this market. As we have the advanced manufacturing capabilities of Elecon Engineering Company Limited, along with local facilities to provide not only sales, but also engineering and technical support direct to our customers. This enables Radicon to provide customised service levels to high volume distributors and manufacturers wanting standard products, to more bespoke customers requiring higher technical support and assistance. We believe it is this attention to customer service level that will distinguish Radicon in a competitive market. And we continue to focus on providing outstanding customer support and service.

We also have an established and experienced service and repair division which has seen some challenges in the steel industry, due to reorganization of the British Steel industry. We are now seeing new opportunities within this sector. This coupled with having managed to secure some important contracts with key new customers, we are looking for continued growth in our service and repair division in the coming year.

Growth potential outside of Radicon’s domestic and traditional markets continues to be explored. Orders within the African region increased by 3.3% on prior year and are expected to continue to grow with increased local representation. Elecon’s enhanced product ranges, are also giving Radicon’s customer’s greater choice and options, whilst increasing capabilities, with engineering support.

Sales revenue increased 1% to GBP 11.2 million in FY 2018, from GBP 11.1 million in FY 2017.

EBITDA was GBP 0.772 million compared with GBP 0.956 million in FY 2017. This was affected by new material cost saving initiatives being delayed, whilst market conditions keeping resale prices competitive with increased transport costs during the year.

Despite challenging European markets, starting the new financial year with an established sales team, along with Elecon’s product ranges, development of new sectors, industries, and territories, Radicon UK are forecasting growth in FY 2018-19.

Radicon Drive Systems, Inc, (Radicon USA) - a Radicon UK subsidiary

During the last financial year Radicon Drive Systems has continued with the expansion of its sales and marketing team, and an increased representation geographically. This has been backed by an extensive marketing campaign to communicate the Radicon brand, and also publicise the additional Elecon product ranges and capabilities which can now be offered. Growth of national distribution partners is also continuing, to increase national market penetration.

Radicon Drive Systems moved its facilities to a new much larger premises during the year. We are confident that the company now has the facility and capabilities to give the expanded customers base, the great Radicon service levels.

Subsequently, Radicon Drive Systems is now serving a larger and more geographically diverse customers base. However, converting all of these into sales revenue, is now expected to be mainly realised in the 2018-19 financial year.

As such the sales revenue for the past year increased by 4% from USD 9.6million to USD 10 million.

EBITDA loss increased from USD 1.3 million FY 2017-18 to a loss of USD 2.1 million FY 2018-19. As a consequence of the increase in selling and expansion costs plus additional one time transport costs and competitive pricing to establish new customers was also a factor.

The management is confident that Radicon Drive Systems will grow sales and profitability in FY 2018-19 and beyond.

Elecon Singapore Pte. Limited

Elecon Singapore Pte. Ltd., Singapore is a Wholly-Owned Subsidiary of the Company. It is a marketing arm of your Company and engages in the business of selling and supply of your Company’s products in Singapore, Indonesia, Malaysia, Laos, Vietnam, Philippines, Taiwan, South Korea, North Korea, Cambodia, Russia, China, Japan, Myanmar, Thailand, Mongolia and other Far East countries.

During the year under consideration revenue of Elecon Singapore Pte. Ltd., has dropped from USD 2.08 million FY 2016-17 to USD 1.72 million FY 2017-18. Accordingly EBITDA has decreased from 0.027 million FY 2016-17 to USD (0.18) million FY 2017-18.

Elecon Middle East FZE, Dubai

Elecon Middle East FZE, Dubai is a Wholly-Owned Subsidiary of the Company. It is a marketing arm of your Company and engages in the business of selling and supply of your Company’s products in U.A.E. (Abu Dhabi, Dubai, Sharjah, Ajman, Umma Al Quwain, Ras Al Khaimah), Saudi Arabia, Oman, Yemen, Jordan, Kuwait, Iran, Iraq, Syria, Turkey, Bahrin, Qatar, Afghanistan, Palestine, Algeria, Comoros, Djibouti, Lebanon and other Middle East Countries.

During the year, total revenue of Elecon Middle East FZE has dropped by 17.70 %, from AED 8.51 million FY 2016-17 to AED 7.01 million FY 2017-18. However, EBITDA has increased by 176.80 % from AED 0.56 million FY 2016-17 to AED 1.55 million FY 2017-18.

Financial Performance - Associate

Eimco Elecon (India) Limited (EEIL)

Eimco Elecon (India) Ltd. (EEIL), a listed Company, was promoted by Elecon Engineering Company Ltd. and Envirotech Corporation, USA in 1974. In 1989, Tamrock OY, a Finnish Corporate Giant acquired stake held by Envirotech Corporation, USA in EEIL. In 1997, Sandvik AB, a Swedish company, has acquired major shares of Tamrock OY, thereby taken its controlling interest. At present, Sandvik Group holds 25.10% shares in EEIL.

EEIL is engaged in the business of manufacturing of a wide range of underground mining machinery viz. Air Powered Rocker Shovels, Electro Hydraulic Side Dump Loaders and Electro-hydraulic and Air powered Load Haul Dumpers used as loading machines in both the underground Coal mines and Metalliferous mines. EEIL is the market leader in the underground mining machinery business.

During the year, EEIL has achieved a Turnover of Rs.14,216.55 Lakhs as against Rs.18,540.52 Lakhs in the previous year. For the year ended on March 31, 2018, EEIL has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) including other income of ‘ 2,496.76 Lakhs as against the EBIDTA of Rs.3,535.15 Lakhs during the previous year.

Vigil Mechanism / Whistle Blower Policy

The Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The Mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail the mechanism.

The Vigil Mechanism/Whistle Blower Policy is available on Company’s website at https://www.elecon.com/ views/templates/admin-uploads/Investors/whistle-blower-policyZElecon-Whistle-Blower-Policy-2017.pdf.

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, separate reports on Management Discussion & Analysis and Corporate Governance together with a certificate from the Practicing Company Secretary form part of this Report.

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder your Company has adopted a policy for CSR and the Board has constituted a Committee for implementing the CSR activities. Composition of the Committee and other details are provided in Corporate Governance Report.

The Company has implemented various CSR projects directly and / or through implementing agency and the projects undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is given in “Annexure C”, forming part of this report.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

Material Changes and Commitments

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

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

Risk Management

Although it is not mandatory for the Company, the Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The said committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure D”.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed herewith as “Annexure E”, forming part of this Report.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee (ICC) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. During the year under review, there were no complaints pertaining to sexual harassment.

The policy on Sexual Harassment at Workplace is placed on the Company’s website at https://www. elecon.com/views/templates/admin-uploads/Investors/ Policies/Elecon-Sexual-Harassment-Policy.pdf.

Copy of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure F”.

Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Insurance

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

Industrial Relations/Personnel

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts the Company invests and improvises development programmes for its employees.

Acknowledgement

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Financial Institutions and Banks. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of Board of Directors

Prayasvin B. Patel

Chairman & Managing Director

DIN: 00037394

Place: Vallabh Vidyanagar

Date: May 4, 2018

Director’s Report