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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ador Welding Ltd.

Mar 31, 2025

The Directors take immense pleasure in presenting the Seventy Second (72^nd) Annual Report of the Company and the Audited Statements of Accounts for the financial year ended 31^st March, 2025 ("year under review").

1. CORPORATE OVERVIEW

Your Company, Ador Welding Limited ("ADOR") was incorporated in the year 1951 and has come a long way to become one of India''s leading players in the welding industry. Your Company''s Vision is âCreating the Best Welding Experienceâ.

ADOR has a huge spectrum of products offering and aims to provide âComplete Welding Solutionsâ to the âWorld of Manufacturingâ for

enhancing their operational efficiency.

Our presence is there across over fifteen (1 5) countries and our corporate headquarter is based in Mumbai.

2. FINANCIAL PERFORMANCE & THE STATE OF COMPANYâS AFFAIRS					(Rs. in Lakhs)
Sr.	Key Financial Indicators	Standalone		Consolidated
No.		31^st March, 2025	31^st March, 2024	31^st March, 2025	31^st March, 2024
2.1	Sales & Other Income (Net of GST, Discount & Incentives)	1,13,706	1,08,795	1,14,148	1,09,302
2.2	Profit before exceptional items, Interest, Depreciation, Tax & Other Comprehensive Income	12,406	14,019	12,073	13,701
2.3	Exceptional items	4,310	-	(1,139)	-
2.4	Profit before Tax (PBT)	5,854	12,069	8,658	11,711
2.5	Provision for Tax (Including Deferred Tax)	1,508	3,134	2,653	3,065
2.6	(Loss) / Profit after Tax (PAT)	4,346	8,935	6,005	8,646
2.7	Total Comprehensive Income / (Loss)	4,264	8,900	5,926	8,611

3. DIVIDEND & RESERVES

The Board of Directors is pleased to recommend a dividend of 200 % (i.e. @ Rs. 20/- per equity share) for the financial year 2024-25, subject to the approval of the Members at the ensuing Annual General Meeting ("AGM").

The total amount of dividend, to be disbursed for FY 2024-25, is Rs. 3,481 Lakhs, subject to applicable TDS. Further, the dividend amount will be paid out of the profits of the Company.

The Dividend for FY 2024-25 shall be paid to those Shareholders and Beneficial Owners, whose name

appears in the Register of Members (ROM) as on the cutoff date for dividend payment.

The Board recommends transfer of 10% of the Net Profits to General Reserve.

The dividend recommendation is in accordance with the Dividend Distribution Policy ("Policy") of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations. 2015") is available on the Company''s website at https://adorwelding.com/wp-content/ uploads/2021/07/Dividend-Distribution-Policv.pdf

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31^st March, 2025 stood at Rs. 1,740 Lakhs. During the financial year under review, 38,04,348 Equity Shares were allotted to the Shareholders of erstwhile Ador Fontech Limited, whose names appeared in the Register of Members (RoM) as on the Record date, i.e. on Wednesday, 25^th September, 2024, pursuant to the Scheme of Amalgamation of Ador Fontech Limited ("ADFL") with the Company (Ador Welding Limited). In view of the said Amalgamation, the Authorized Share Capital of the Company increased in FY 202425 from Rs. 3,300 Lakhs to Rs. 4,300 Lakhs i.e. by Rs. 1 ,000 Lakhs, pursuant to the said scheme of amalgamation, effective from 01^st April, 2022.

Confirmations:

a. During the year under review, the Company has not:

i. issued warrants, debentures, bonds, or any other convertible or non-convertible securities.

ii. issued any equity shares with differential rights as to dividend, voting or otherwise.

iii. issued any sweat equity shares to its Directors or employees.

iv. made any change in voting rights.

v. reduced its share capital or bought back shares.

vi. failed to implement any corporate action.

b. The Company''s securities were not suspended for trading during the year.

c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

5. CREDIT RATING

During the financial year under review, there was a revision in the Credit Rating of the Company. The Rating Agency CARE maintained "A " (Single A Plus; Outlook: Stable) rating for the Company''s long term borrowings and "A1 " (A One Plus) rating for the Company''s short term borrowings. Whereas credit rating assigned by CRISIL Agency was withdrawn on request of the Company & on receipt of no objection certificate from the lenders w.e.f. 14^th May, 2024.

As mandated by the Ministry of Corporate Affairs (MCA), the financial statements for the financial year ended 31^st March, 2025 have been prepared

in accordance with the Indian Accounting Standards (Ind AS), notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with the Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect a true & fair form and substance of transactions and reasonably present the Company''s state of affairs, profits & cash flows for the financial year ended 31^st March, 2025.

The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report.

6. OPERATIONS

In FY 2024-25, the total Sales & Other Income (Standalone) increased by 5%, as compared to last FY 2023-24. The year ended with Sales & Other Income of Rs.1,13,706 Lakhs. (Rs. 1,08,795 Lakhs)*.

The Company''s Standalone Net Sales and Other Income during FY 2024-25 comprised the following:

6.1 Products Rs. 89,591 Lakhs (Rs. 84,911 Lakhs)*

6.2 Services Business at Rs. 8,392 Lakhs (Rs. 3,472 Lakhs)*

6.3 M & R Division at Rs. 13,700 Lakhs (Rs.18,344 Lakhs)*

6.4 Other Income of Rs. 2,023 Lakhs mainly comprised of forex gain, interest, rent & export incentives etc. (Rs. 2,068 Lakhs)*

(*Figures in brackets indicate previous year)

7. CAPEX

The Company incurred CAPEX of Rs. 6,016 Lakhs during FY 2024-25. The Capital work-in-progress as at 31^st March, 2025 was at Rs. 411 Lakhs. CAPEX planned for FY 2025-26 is approximately Rs. 4,000 Lakhs, mainly for the following:-

a. Automation / modernization at Consumables and Equipment Plants.

b. Plant & Machinery for capacity expansion of certain products, and also for the improvement of "productivity & in-process quality".

c. Replacement of Old Machineries.

d. Upgradation of R&D Infrastructure.

e. Information Technology (IT) upgradation, digitalization & Compliances.

f. Replacement of Vehicles.

8. PERFORMANCE OF THE SUBSIDIARY COMPANY

During the financial year under review, M/s. 3D Future Technologies Private Limited, wholly-owned Subsidiary of erstwhile ADFL became our wholly-owned Subsidiary, with effect from the Effective Date i.e. 25^th September, 2024, pursuant to the scheme of Amalgamation. However, the company does not have a material subsidiary. The Board of Directors of the Company has approved a Policy for determining material subsidiaries, which is in line with the provisions of SEBI (LODR) Regulations 2015, as amended from time to time. The said Policy is uploaded on the Company''s website at the following weblink: https://adorwelding.com/wp-content/uploads/2021/07/Policy-for-determining-Material-Subsidiarv. pdf

The principal business of M/s. 3D Future Technologies Private Limited ("3DFT"), is development of technical expertise in three-dimensional technology.

During the year, under review revenue of 3DFT was Rs. 585 Lakhs with Loss before tax of Rs. 366 Lakhs for the financial year 31^st March, 2025.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013, a statement containing the salient features of financial statements of the Company''s subsidiary in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the Company''s website at https:// adorwelding.com/financials/annual-reports/

9. COMPOSITE SCHEME OF ARRANGEMENT

The Scheme of Amalgamation (Merger by Absorption) of Ador Fontech Limited (ADFL) with Ador Welding Limited and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Scheme"), was considered and approved by the Board of Directors at its Meeting held on 31^st May, 2022.

Based on the valuation provided by the Independent Registered valuers, the share exchange ratio arrived and approved by the Board was 5 equity shares of Ador Welding Limited (each

having a face value of Rs. 10/- to be credited as fully paid for every 46 equity shares of Ador Fontech Limited (each having a face value of Rs. 2/-).

Pursuant to the order dated 18^th May, 2023 and 24^th August, 2023 passed by NCLT, Shareholders'' Meetings of Ador Welding Limited and Ador Fontech Limited, were convened and held to approve the Scheme. The scheme was approved by the requisite majority of the shareholders of the Company and ADFL on 10^th August, 2023 and 30^th October, 2023, respectively.

Post receipt of the shareholders'' approval, the parties to the Scheme filed Company Scheme Petition before the NCLT seeking sanction of the Scheme. The Hon''ble NCLT, after hearing the parties to the Scheme, sanctioned the Scheme vide its order dated 20^th August, 2024 and certified copy of the order was received on 03^rd September, 2024.

Later, the Board of Directors of the Company, at its Meeting held on 12^th September, 2024, approved 25^th September, 2024 to be effective date and fixed the record date for allotment of shares.

The Board of Directors of the Company at its meeting held on 03^rd October, 2024 approved the allotment of 38,04,348 (Thirty Eight Lakhs Four Thousand Three Hundred & Forty Eight) equity shares, having face value of Rs. 1 0/-(Rupees Ten) each fully paid-up, aggregating to Rs. 3,80,43,480/- (Rupees Three Crore Eighty Lakhs Forty Three Thousand Four Hundred & Eighty only) to the Shareholders of ADFL, whose names appeared in the Register of Members (RoM) as on the Record date, i.e. on Wednesday, 25^th September, 2024.

10. RISK MANAGEMENT

Given the diversified scale of operations, your Company has formulated an Enterprise Risk Management (ERM) framework to manage various financial & non-financial risks, operational & nonoperational risks, amongst other risks. The Board takes the responsibility of the overall process of risk management throughout the organization.

states that there are no elements of risks, which threaten the existence / going concern status of the Company.

Further, as your Company was in "Top 1000 listed Companies", based on market capitalization, as on 31^st March, 2021, a Risk Management Committee (RMC) was constituted in FY 2021-22 to oversee implementation of the Risk Management Policy, to monitor & evaluate risks, to propose appropriate methodology, processes & systems and to keep the Board of Directors informed and recommend the actions, to be taken, if any. The said policy is uploaded on the Company''s website at the following web link: https://adorwelding.com/ wp-content/uploads/2021/07/Risk-Management-Policv.pdf

11. RELATED PARTY TRANSACTIONS (RPTs)

During FY 2024-25, the Company entered into certain Related Party Transactions, in the ordinary course of business and on arms'' length basis, with prior approval of the Audit Committee. Omnibus approvals are obtained on a quarterly basis for all the transactions, which are foreseeable & repetitive in nature and the details of all the related party transactions are placed before the Audit Committee and the Board of Directors for review & approval, on a quarterly basis.

During the financial year 2024-25 under review, the Company did not enter into any transaction, contract or arrangement with related parties, that could be considered as "material" under Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act, 2013.

All the transactions entered into with the Related Parties during the financial year 2024-25 under review, were on arms'' length basis and were not material. Hence, disclosure pursuant to Section 1 34(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnel or other designated persons, that may have a potential conflict, with the interest of the Company, at large.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company, except remuneration, commission, sitting fees and reimbursement of expenses, to the extent

applicable. All Related Party Transactions are given / mentioned in the notes to accounts. The Company has developed a framework through Standard Operating Procedures (SOPs), for the purpose of identification and monitoring of such Related Party Transactions.

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with the related parties has been provided in the Report on Corporate Governance on page no. 65.

During the year, the Company amended its RPT Policy in order to align with the provisions of the amended SEBI (LODR) Regulations, 2015, which is reviewed by the Audit Committee & approved by the Board of Directors. The said RPT policy is available on the Company''s website at https:// adorwelding.com/wp-content/uploads/2024/02/ RPT-Materialitv-Policv-2023-24.pdf

12. ANNUAL RETURNS

Pursuant to Sections 92 & 134(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the draft of Annual Return for FY 2024-25 in e-form MGT-7 is available on the Company''s website: https://adorwelding.com/wp-content/uploads/2025/05/MGT-7%20Website.pdf

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Under the "Corporate Social Responsibility" (CSR) drive, the Company has spent an amount of Rs. 181.26 Lakhs during FY 2024-25, against its budgeted annual CSR expenditure of Rs. 179.42 Lakhs. The various projects / initiatives, undertaken by the Company, were in the following areas:

a. Promoting education amongst children, women, elderly and differently abled, including special education & employment enhancing vocational skills, especially skill development and encouraging safety practices in welding & allied fields for economically challenged / financially weaker sections of the Society.

b. Empowering women towards individual and professional development opportunities.

c. Promoting healthcare, sanitation & hygiene for the non-privileged / underprivileged people and Animal Welfare

Your Company understands its duties towards the society and considers social responsibility as an integral part of its operations. Your Company tries to ensure that its CSR initiatives have a meaningful impact on the society at large & that the contribution made by it, reaches the beneficiary at the earliest, with the aim to create a long-term positive impact.

The Company is committed to continuously explore new opportunities, in alignment with its CSR philosophy & policy and strives to create a positive impact on the society, through its CSR initiatives.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out, in a format prescribed in the Companies (CSR Policy) Rules, 2014, as amended from time to time, in Annexure - I to this Report. The CSR Policy is also available on Company''s website at https://adorwelding. com/wp-content/uploads/2022/05/CSR-Policv-FY-2022-23.pdf

The composition of the CSR Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - III.

Brief on âAdor Foundationâ

"Ador Foundation" is a social initiative, undertaken by all the Ador Group Companies, collectively from FY 2022-23 onwards. The mission of the Foundation is to take Ador Group''s socially conscious legacy forward, through initiatives in the field of Education, Women Empowerment, Skill-Development & Health Care, which are also considered as four pillars of the foundation. All the projects are personally vetted by the personnel of the Foundation & by at least two of our Directors, to ensure that the said projects are good, genuine and beneficial to the underprivileged society at large. Ador believes in doing well by giving good. It is our firm belief that the long-term success of a corporate depends on giving back to the society it operates in and ensuring its operations are sustainable.

14. LOANS, GUARANTEES & INVESTMENTS

The details of Loans, Guarantees & Investments, covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements, forming part of this Annual Report.

15. FIXED DEPOSIT

Your Company had no opening balances of fixed deposits. Further, the Company has not accepted or renewed any deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date, within the meaning of Section 73 and / or Section 74 of the Companies Act 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

16. SECRETARIAL STANDARDS (SS)

Your Company has complied with all the applicable Secretarial Standards (SS), issued by the Institute of Company Secretaries of India (ICSI), from time to time.

17. INSURANCE

All the properties / assets of the Company are adequately insured.

18. ENERGY, CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to the conservation of energy, technology absorption & foreign exchange earnings / outgo is annexed hereto as Annexure - II.

19. CORPORATE GOVERNANCE

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code since FY 2001-02. Your Company has strived to comply with all the requirements of the Good Corporate Governance practices for the period from 01^st April, 2024 to 31^st March, 2025 (i.e. FY 202425), pursuant to Regulation 27(2) of SEBI (LODR) Regulations, 2015. As per Regulation 34(3) read with Schedule V to SEBI (LODR) Regulations, 2015, a separate section on the Corporate Governance practices, followed by the Company, together with Corporate Governance Compliance Certificate received from M/s. N. L. Bhatia & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company, confirming compliance is forming an integral part of this Report, which is annexed hereto as Annexure - III.

The Management Discussion and Analysis (MDA) Report, as stipulated under Schedule V to SEBI (LODR) Regulations, 2015, is also annexed to this Report as Annexure - IV.

20. SIGNIFICANT & MATERIAL REGULATORY ORDERS

During FY 2024-25, there were no significant orders passed against the Company by any regulators or courts or tribunals, impacting the going concern status and the Company''s future operations. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes, forming part of the Financial Statement.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

21. NOMINATION, REMUNERATION & BOARD DIVERSITY POLICY

The Board of Directors has framed a policy, on the recommendation of the Nomination & Remuneration Committee (NRC), which lays down a framework in relation to the appointment and remuneration of its Directors. The Policy includes criteria for determining qualifications, positive attributes, independence of Directors etc., as required under the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. The Policy also broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive & the Non-Executive Directors. The said policy has been posted on the website of the Company at https:// adorwelding.com/wp-content/uploads/2021/07/ criteria_for_pavment_to_NEDs.pdf

In case of re-appointment of Non-Executive & Independent Directors, NRC and the Board takes into consideration the performance of the Directors, based on the Board evaluation and his / her engagement level during his / her previous tenure.

The details of the Remuneration Policy for Directors, are explained in the Corporate Governance Report, annexed hereto as Annexure - III.

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, regional and

industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial diversity, global business, leadership, information technology, mergers & acquisitions, Board service and governance, sales & marketing, Environmental, Social & Governance (ESG), risk management, cyber security and other domains, which will ensure that the Company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at https:// adorwelding.com/wp-content/uploads/2023/09/ Policv-on-Diversitv-of-Board-of-Directors.pdf

22. INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence, as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. They have also given declaration under Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, that their profile is uploaded / registered in the databank, as maintained by the Indian Institute of Corporate Affairs (IICA), within the stipulated time. Further, the Independent Directors have also completed their KYC confirmation on the MCA website.

Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 201 4, in the opinion of the Board, the Independent Directors are competent, experienced and are the persons of expertise (including the proficiency), having positive attributes, standards of integrity, ethical behavior, qualifications & independent judgement.

Your Company has in all 05 (five) Independent Directors, including 01 (one) Woman Independent Director, as on 31^st March, 2025. The Independent Directors met on 23^rd January, 2025, without the presence of the Non-Independent Directors and Members of the Management, as required under

SEBI (LODR) Regulations, 2015 and the Companies Act 2013, to discuss on various important matters & evaluate the working culture of the Company / operations of the Management (Whole-Time Directors & KMPs).

23. DIRECTORS & KEY MANAGERIAL PERSONNEL

During FY 2024-25 the following changes occurred in the composition of the Board of Directors of the Company:

a. The Board of Directors, on the recommendation of Nomination & Remuneration Committee ("NRC") at their meeting held on 30^th April, 2024 appointed Mr. Santosh Janakiram Iyer (DIN: 06801226) & Mr. Jitendra Panjabi (DIN: 01259252) as additional Independent Directors of the Company w.e.f. from 28^th July, 2024 for the first term of five years. Their appointment was approved by the shareholders at 71^st AGM held on 26^th July, 2024.

b. The Board of Directors, on the recommendation of NRC Committee at their meeting held on 05^th November, 2024 appointed Mr. Mihir Jayaraman (DIN:08000077) as an additional Independent Director of the Company w.e.f. from 09^th November, 2024 for the first term of five years. His appointment was subsequently approved by the shareholders through Postal Ballot on 16^th January, 2025.

c. On completion of second term as Independent Directors of the Company Mr. Rakesh N. Sapru (DIN: 02332414), Mr. K. Digvijay Singh, (DIN: 00004607) & Mr. Piyush K. Gupta, (DIN: 00963094) retired w.e.f. 27^th July, 2024 and Mr. Gaurav M. Lalwani (DIN: 06928792) retired w.e.f. 09^th November, 2024.

d. The Board of Directors once again expressed their gratitude to the retired Independent Directors for their contribution & support to the growth of the Organisation

e. Mrs. Nita Dempo Mirchandani (DIN: 01103973) was re-appointed as an Independent Director for second term of five years, effective from 10^th November, 2024.

f. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee at their meeting held 01 ^st February, 2024

re-appointed Mrs. Ninotchka Malkani Nagpal as the whole Time Director and Executive Chairman of the Company for a period of three years effective from 07^th May, 2024. Her appointment was thereafter ratified by the Shareholders at the subsequently held 71^st Annual General Meeting on 26^th July, 2024.

g. In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association (AoA), Dr. Deep A. Lalvani (DIN: 01771000), Non-Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for consideration of the Members of the Company at the forthcoming Annual General Meeting. The brief profile of Dr. Deep A. Lalvani is given in the Notice convening 72^nd Annual General Meeting.

24. DIRECTORS PERFORMANCE EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees of the Board was conducted in accordance with the provisions of the Act and SEBI (LODR) Regulations, 2015. A structured questionnaire was prepared, after taking into consideration various aspects of the Board''s functioning, composition, structure, effectiveness of the Board & Committee Meetings, execution & performance of specific duties, obligations & governance. The performance evaluation of the Board, of its own performance & that of its Committees and individual Directors, including the Executive Chairman and the Independent Directors was completed during the year under review. The NRC reviewed the performance of individual directors on the basis of criteria, such as the contribution of the individual director to the Board and committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and to the Board as a whole. The Board of Directors expressed their satisfaction with the evaluation process.

The evaluation process endorsed the Board''s confidence in the ethical standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and in management navigating the various challenges faced from time to time and openness of the

management in sharing strategic information with the Board.

The manner of evaluation is explained in the Corporate Governance Report in Annexure - III.

25. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & (5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, hereby confirms that:

a. in preparation of the Annual Accounts for FY 2024-25, all the applicable Accounting Standards (AS) have been followed, along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies & practices and applied them consistently & made judgments and estimates, that are reasonable and prudent, so as to give a true & fair view of the state of affairs of the Company and of the profits of the Company for the year ended 31^st March, 2025;

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 & detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. the Directors have laid down internal financial controls, to be followed by the Company and that such internal financial controls are adequate & were operating effectively; and

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

26. BUSINESS RESPONSIBILITY & SUSTANABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility & Sustainability Report (BRSR), in the prescribed format, is annexed as Annexure VII and forms an integral part of this Report.

BRSR includes reporting on 09 (nine) principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business, as framed by MCA.

27. AUDIT COMMITTEE & ITS RECOMMENDATIONS

The composition of the Audit Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - III.

The Audit Committee plays key role in providing assurance about financial statements to the Board of Directors. Significant audit observations, if any, and corresponding corrective actions, taken by the Management, are presented to the Audit Committee.

The Board has accepted all the recommendations of the Audit Committee and hence, there is no further explanation to be provided for, in this Report.

28. MEETINGS OF THE BOARD AND ITâS COMMITTEES

The Board / Committee meetings are prescheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arises, approval of the Board / Committee is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board / Committee meeting. In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items, which require urgent attention of the Board. The Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India (ICSI) on the Board meetings.

The Company held 07 (seven) Board meetings during FY 2024-25 and the details thereof are covered in the Corporate Governance Report, which is annexed to this Report as Annexure - III. The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority / charter.

The following Committees, constituted by the Board, function according to their respective roles and defined scope / charter:

a. Audit Committee (AC)

b. Nomination and Remuneration Committee (NRC)

c. Risk Management Committee (RMC)

d. Corporate Social Responsibility Committee (CSR)

e. Stakeholders'' Relationship Committee (SRC)

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of the Annual Report for FY 2024-25.

29. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel (KMPs) of the Company as on 31^st March, 2025:

a. Mrs. Ninotchka Malkani Nagpal, Whole - Time Director (Executive Chairman)

b. Mr. Aditya T. Malkani, Whole - Time Director (Managing Director)

c. Mr. Vinayak M. Bhide, Company Secretary & Compliance Officer

d. Mr. Surya Kant Sethia, Chief Financial Officer (CFO)

30. AUDIT REPORT & AUDITORS a. STATUTORY AUDITORS

M/s. Walker Chandiok & Co. LLP Chartered Accountants, (FRN: 001076N / N500013), Mumbai, were re-appointed as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years at the 67^th Annual General Meeting (AGM) of the Members held on 22^nd September, 2020, i.e. until the conclusion of the 72^nd Annual General Meeting, on such remuneration, as may be mutually agreed upon by the Board of Directors and the Statutory Auditors.

Their remuneration is fixed annually, as recommended by the Audit Committee and approved by the Board of Directors.

The Report of the Statutory Auditor, forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor''s Report are self-explanatory and therefore do not call for any further comments / explanations.

M/s. Walker Chandiok & Co. LLP will be completing their 2^nd term of 5 consecutive years, as the Statutory Auditors of the Company on the conclusion of the 72^nd Annual General Meeting . The Board of Directors acknowledges their services and thanks the Statutory Auditors for their support & co-operation.

The Board of Directors, on the recommendation of the Audit Committee, at its meeting held on 06^th May 2025, has recommended the appointment of M/s. BSR & Co. LLP , Chartered Accountants (FRN :101248W/W-100022),Mumbai, for a first term of five consecutive years, commencing from the conclusion of the 72^nd Annual General Meeting to be held on 15^th July, 2025, till the conclusion of the 77^th Annual General Meeting. This appointment is subject to the approval of the shareholders at the forthcoming 72^nd Annual General Meeting scheduled to be held on 15^th July, 2025. Pursuant to Regulation 36(5) of SEBI (LODR) Regulations, 201 5, the requisite details are given in the explanatory statement to the Notice convening 72^nd Annual General Meeting.

b. SECRETARIAL AUDITOR & ITS REPORT

P1996MH055800), a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report is annexed herewith as Annexure - V. There are no qualifications, reservation and / or adverse remark in the said Report and therefore no explanations are provided in this Report.

Pursuant to Regulation 24A, the Board of Directors at their meeting held on 06^th May, 2025 has recommended the appointment of M/s. N. L. Bhatia & Associates, (Unique Identification Number: P1996MH055800), a firm of Company Secretaries in Practice as the Secretarial Auditor of the Company for the first term of five consecutive years commencing from 01^st April, 2025 till

31^st March, 2030, subject to the approval of the Members at the 72^nd Annual General Meeting. Pursuant to Regulation 36(5) of SEBI (LODR) Regulations, 2015, the requisite details are given in explanatory statement to the notice of convening 72^nd Annual General Meeting.

c. COST AUDITOR & ITS REPORT

Pursuant to the provisions of Section 148 of the Companies Act, 201 3, the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai, as the Cost Auditor of the Company for FY 2024-25.

The brief information of the Cost Auditor and the Cost Audit Report is given below:

a. Name of the Cost Auditor: M/s. Kishore Bhatia & Associates

b. Address: 701/702, D-Wing, 7^th Floor, Neelkanth Business Park, Nathani Road, Vidyavihar (West), Mumbai - 400 086, Maharashtra, India.

c. Membership No.: 31166

d. Firm Registration No.: 00294

e. Due date of submitting Cost Audit Report for FY 2023-24 by the Cost Auditor with the Company: Within 180 days from the end of the financial year (by 30^th September, 2024)

f. Actual Date of filing of Cost Audit Report for FY 2023-24 with the Central Government: 09^th August, 2024

The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (Firm Registration No. 00294) as the Cost Auditors for the financial year 2025-26, as well. M/s. Kishore Bhatia & Associates have, under Rule 6(1 A) of the Companies (Cost Records and Audit) Rules, 2014, furnished a certificate of their eligibility and consent for the said appointment. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2025-26 is being placed before the Members at the ensuing Annual General Meeting, for ratification.

The cost records of the Company, as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013, are duly prepared & maintained by the Company.

31. VIGIL MECHANISM & WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of SEBI (LODR) Regulations, 2015, the Company has framed a policy on Vigil Mechanism - cum - Whistle Blower, which enables any Director, Employee & Stakeholder of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the Chairman of the Audit Committee, as a Protected Disclosure. The employees who join the Company are apprised of the availability of the said policy as part of their induction schedule. The policy also provides adequate safeguards against victimization of persons, who may use such mechanism.

The detailed policy is also posted on the Company''s Intranet Portal "ADORHUB" and also onto its website at the following weblink: https://adorwelding.com/ wp-content/uploads/2021/07/Mechanism-For-Whistle-Blower-For-Stakeholders11.pdf

32. POLICY ON PREVENTION OF SEXUAL HARASSMENT

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to provide a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all its employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act and is fully compliant of the Committee composition requirements.

Further, there were no complaints received by the Committee during the financial year 2024-25. The Company has also adopted a policy under the said Act, which is placed on its internal portal as well as on the website of the Company, which can be viewed at the following weblink: https:// adorwelding.com/wp-content/uploads/2023/09/ POSH-Policv-2023.pdf

33. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time, dividends, if not claimed within / for a period of 07 (seven) years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Furthermore, IEPF Rules mandate the Companies, to transfer shares of the Members, whose dividends remain unpaid / unclaimed for a period of 07 (seven) consecutive years to the demat account of IEPF Authority. The said requirement does not apply to shares, in respect of which there is specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of shares.

In the light of the aforesaid provisions, the Company has, during the financial year 2024-25 under review, transferred to IEPF, the unclaimed dividend of Rs. 18,72,935/- pertaining to FY 2016-17. w.r.t. AWL & Rs. 14,94,471/- of erstwhile M/s. Ador Fontch Limited (ADFL). Further, 9,534 equity shares of the Company and 3,059 equity shares pertaining to erstwhile ADFL, in respect of which dividends were not claimed / remained unpaid for 07 (seven) consecutive years or more, have also been transferred to the demat account of IEPF Authority. The details of the transfer of unclaimed dividend to IEPF authority are provided in detail in the Corporate Governance Report, annexed as Annexure III, to this report.

A flow chart explaining the procedure in detail is given below:

1. Online Application to be filed vide Form IEPF-5 on MCA V3: Claimant to claim dividends and / or shares by filing the said Form IEPF-5 on MCA V3 Portal. Required documents to be attached.

2. Dispatch of documents to the Nodal/Deputy Nodal Officer of the Company: Claimant to dispatch hard copy of the self-attested Form IEPF-5 along with other requisite documents, to the Nodal/Deputy Nodal Officer of the Company at its registered office.

3. Upload proof of dispatch on MCA V3 Portal: Claimant to update date of dispatch and upload proof thereof, on MCA V3 Portal.

4. Submission of E-Verification Report by the Company: Within 30 days of receiving IEPF-5 claim, the Company is required to approve/ reject the claim by way of filing E-Verification Report on MCA V3 Portal.

5. IEPFA to release shares and/or dividends: Once the claim approved by the Company, gets approved by the IEPF Authority as well, the dividends and/or shares are electronically transferred by the Authority to the Claimant''s bank and/or demat account.

Whilst the Company has already written to the Members, informing them about the due date for transfer of their shares to IEPF, the attention of the shareholders is once again drawn to this matter through the Annual Report. The data of unpaid / unclaimed dividend and shares is also available on the Company''s website at www.adorwelding.com. Investors, who have not yet encashed their unclaimed / unpaid dividend amounts are requested to correspond with the Company''s Registrar and Share Transfer Agent, at the earliest. Those Members / Shareholders, who do not remember / recollect having encashed their dividend, can also check the "List of Unpaid Dividends", posted on the website of the Company.

34. HUMAN RESOURCE (EMPLOYEES)

At ADOR, employee well-being is of utmost importance. The Company has a structured induction process at all its locations and undertakes training programs to upgrade skills / knowledge of its employees. Objective appraisal systems, based on key result areas (KRAs), are in place for its employees. ADOR believes in harnessing the potential of the employees, by providing them adequate training, opportunities and inclusive work culture, in order to achieve Company''s goal, in line with the overall employee development. The industrial relations at all the Plants and Offices of the Company continue to remain harmonious, cordial and peaceful.

Disclosure pertaining to remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report, as Annexure VI.

Statement containing particulars of top 10 employees and the employees drawing

remuneration in excess of limits prescribed under Section 197 (12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, if any, is provided in the Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and the Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said Statement is also open for e-inspection / physical inspection, 21 (twenty one) days before and up to the date of the ensuing 72^nd Annual General Meeting, during business hours on any working day. Any Member interested in obtaining a copy of the same, may write to the Company Secretary. None of the employees, listed in the said Annexure, are related to any of the Directors of the Company or to each other. None of the employees hold (by himself / herself or along with his / her spouse and dependent children) more than 2% (two percent) of the Equity Shares of the Company.

The on-roll manpower strength of the Company, as at the date of this Report, is 849.

35. MATERIAL TRANSACTIONS POST THE CLOSURE OF THE FINANCIAL YEAR

There were no material changes, affecting the financial position of the Company subsequent to the close of the financial year 2024-25, till 06^th May, 2025 i.e. till the date of this report.

36. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY

The Board has adopted policies & procedures of governance for orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention & detection of frauds and errors, accuracy & completeness of the accounting records and timely preparation of reliable financial disclosures. ADOR has an effective internal financial control system, which is constantly assessed and strengthened. The Company''s internal financial control systems are commensurate with the nature of its business, the size and complexity of its operations.

in the Company, its compliance with operating systems, accounting procedures and policies at all the locations of the Company. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and the corresponding corrective actions are, thereafter presented to the Audit Committee in its meeting, on a quarterly basis and as & when required.

37. REPORTING OF FRAUDS

There were no instances of fraud, during the financial year 2024-25, which required the Statutory Auditors to report to the Audit Committee and / or to the Board under Section 143(12) of the Act and Rules framed thereunder.

38. DISCLOSURE W.R.T. VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable during the financial year under review.

39. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted Code of Conduct for Prevention of Insider Trading ("PIT") for dealing / trading in the Securities of the Company, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 201 8. The Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices is also uploaded on the website of the Company at the following weblink: https://adorwelding.com/ wp-content/uploads/2022/12/Code-of-practices-and-procedures-for-fair-disclosure-of-unpublished-price.pdf

and their immediate relatives. The trading window is closed during / around the time of declaration of results and occurrence of any material events, as per the Code. The Company Secretary & Compliance Officer, is responsible for setting forth procedures and implementation of the Code for trading in the Company''s securities.

The Company periodically circulates informative e-mails on prevention of insider trading, Do''s and Dont''s, etc. to all the Designated Persons to familiarize, educate and sensitize them on the provisions of the Code and PIT Regulations. The Management also imparts trainings and workshops to the Designated Persons in order to create awareness on various aspects of the Code and the PIT Regulations. Various "In-person" sessions are organized to seek clarifications on the Code. These activities help the Designated Persons to ensure objective / compliances of the Regulations and the Code.

The Company has also maintained Structured Digital Database ("SDD") pursuant to the requirements of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015.

40. ENVIRONMENT, HEALTH & SAFTEY

Your Company is conscious of the importance of environmentally clean and safe operations. ADOR has undertaken various initiatives, which contribute towards sustainable development. Your Company strives to operate, after taking into consideration various environmental, social and governance initiatives / guidelines / laws, in order to achieve maximum output by optimum utilization of available resources, in environment friendly manner / ways.

The detailed explanation w.r.t. the intiatives taken by the Company from health & environment perspective are given in BRSR Report, annexed herewith as Annexure VII.

41. ANNUAL LISTING FEES

The Company affirms that the annual listing fees for the financial year 2025-26 have been paid to both M/s. National Stock Exchange of India Limited (NSE) and M/s. BSE Limited (Bombay Stock Exchange). Your Company has also paid its annual custodial fees to M/s. National Securities Depository Limited (NSDL).

42. DESIGNATED PERSON FOR IDENTIFICATION OF SIGNIFICANT BENEFICIAL OWNER

Mr. Vinayak M. Bhide, Company Secretary and Compliance Officer of the Company has been appointed as the Designated Person, who shall be responsible for furnishing, identifying Significant Beneficial Owner and extending the cooperation for providing the information to the Registrar, pursuant to Rule 9(3) of the Companies (Management and Administration) Rules, 2014.

43. CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion & Analysis Report (MDA) describing the Company''s objectives, projections, estimates, expectations or predictions may contain "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially, from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

44. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere gratitude and warm appreciation for the invaluable contribution and spirit of dedication shown by the employees, including that of the erstwhile Ador Fontech Limited (now M & R Division), along with the support staff, at all levels during FY 2024-25. Your Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Vendors, Suppliers, Service Providers, Bankers, various Government Organizations / Agencies & the Shareholders and look forward to their continued support & co-operation in future, as well.

Mar 31, 2024

The Directors take immense pleasure in presenting the Seventy First (71^st) Annual Report of the Company and the Audited Statements of Accounts for the financial year ended 31^st March, 2024.

1. CORPORATE OVERVIEW

Your Company, Ador Welding Limited (ADOR) was incorporated in the year 1951 and has come a long way to become one of India''s leading players in the welding industry. Your Company''s Vision is âCreating the Best Welding Experienceâ.

ADOR has a huge spectrum of products offering and aims to provide âComplete Welding Solutionsâ to the âWorld of Manufacturingâ for

enhancing their operational efficiency.

Our presence is there across over fifteen (1 5) countries and our corporate headquarter is based in Mumbai.

2. FINANCIAL PERFORMANCE & THE STATE OF COMPANYâS AFFAIRS

(Rs. in Lakhs)

Sr. Key Financial Indicators No.	For the year ended 31^st March, 2024	For the year ended 31^st March, 2023
2.1 Sales & Other Income (Net of GST, Discount & Incentives)	89,690	78,343
2.2 Profit before exceptional items, Interest, Depreciation, Tax & Other Comprehensive Income	10,299	9,388
2.3 Exceptional items	-	(80)
2.4 Profit before Tax (PBT)	8,555	7,911
2.5 Provision for Tax (Including Deferred Tax)	2,236	1,982
2.6 (Loss) / Profit after Tax (PAT)	6,319	5,929
2.7 Total Comprehensive Income / (Loss)	6,267	5,861

3. DIVIDEND & RESERVES

The Board of Directors, in view of the proposed amalgamation of Ador Fontech Limited with our Company, declared Interim Dividend of 185 % (i.e. @ Rs. 18.50 per Equity Share of face value of Rs. 10/- each) for the Financial Year (FY) 2023-24, payable in FY 2024-25.

The total amount of Dividend, to be disbursed for FY 2023-24, will be Rs. 2,516 Lakhs, subject to applicable TDS. Further, the Dividend amount will be paid out of the profits of the Company, within 30 days, as per applicable law.

The dividend payment will be in accordance with the Dividend Distribution Policy ("Policy") of the Company. The said policy is available on the website of your Company at https://www. adorwelding.com/wp-content/uploads/2021/07/ Dividend-Distribution-Policv.pdf

The Interim Dividend for FY 2023-24 will be paid to those Shareholders and Beneficial Owners, whose names appear in the Register of Members (RoM), as on the cut-off / record date for dividend payment i.e. Wednesday, 15^th May, 2024.

The Board recommends transfer of 10 % of its Net Profits to General Reserve.

Considering the interim dividend payment of Rs. 18.50 per equity share, the Board has decided not to declare any additional final dividend for FY 2023-24. Hence the Interim Dividend of Rs. 18.50 per share will be the Final Dividend for FY 2023-24.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31^st March, 2024 stood at Rs. 1,359.85 Lakhs. During the financial year under review, there

was no change in the issued, subscribed and paid-up share capital of the Company. Further, the authorized share capital of the Company increased in FY 2022-23 from Rs. 3,000.00 Lakhs to Rs. 3,300.00 Lakhs i.e. by Rs. 300.00 Lakhs, pursuant to the amalgamation of Ador Welding Academy Private Limited (Wholly Owned subsidiary of the Company) with the Company, effective from 01^st April, 2021.

Confirmations:

a. During the year under review, the Company has not:

i. issued any shares, warrants, debentures, bonds, or any other convertible or nonconvertible securities.

ii. issued any equity shares with differential rights as to dividend, voting or otherwise.

iii. issued any sweat equity shares to its Directors or employees.

iv. made any change in voting rights.

v. reduced its share capital or bought back shares.

vi. changed the capital structure, resulting from restructuring.

vii. failed to implement any corporate action.

b. The Company''s securities were not suspended for trading during the year.

c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

5. FINANCE & ACCOUNTS

During the financial year under review, there was no revision in the Credit Rating of the Company. The Rating Agency CARE maintained "A " (Single A Plus; Outlook: Stable) rating for the Company''s long term borrowings and "A1 " (A One Plus) rating for the Company''s short term borrowings. Whereas CRISIL Agency assigned rating CRISIL "A /Stable" for Long Term borrowings & CRISIL A1 for Short Term borrowings.

As mandated by the Ministry of Corporate Affairs (MCA), the financial statements for the financial year ended 31^st March, 2024 have been prepared in accordance with the Indian Accounting

Standards (Ind AS), notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with the Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect a true & fair form and substance of transactions and reasonably present the Company''s state of affairs, profits & cash flows for the financial year ended 31^st March, 2024.

The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report.

6. OPERATIONS

In FY 2023-24, the total Sales & Other Income increased by 14.48%, as compared to last FY 2022-23. The year ended with Sales & Other Income of Rs. 89,690 Lakhs. (Rs. 78,343 Lakhs)*.

The Company''s Net Sales and Other Income during FY 2023-24 comprised the following:

6.1 Welding Consumables at Rs. 67,780 Lakhs (Rs. 61,449 Lakhs)*

6.2 Equipment and Welding Automation at Rs. 17,131 Lakhs (Rs. 11,504 Lakhs)*

6.3 Flares & Process Equipment Business at Rs. 3,472 Lakhs (Rs. 4,723 Lakhs)*

6.4 Other Income of Rs. 1,307 Lakhs mainly comprised of forex gain, interest, rent & export incentives etc. (Rs. 667 Lakhs)*

(*Figures in brackets indicate previous year)

7. CAPEX

The Company incurred CAPEX of Rs. 1,514 Lakhs during FY 2023-24. The Capital work-in-progress as at 31^st March, 2024 was Rs. 2,537 Lakhs. CAPEX planned for FY 2024-25 is approximately Rs. 2,800 to Rs. 3,500 Lakhs, mainly for the following:-

a. Automation / modernization at Consumables and Equipment Plants.

b. Plant & Machinery for capacity expansion of certain products, and also for improvement of "productivity & in-process quality".

c. Replacement of Old Machineries.

d. Upgradation of R&D Infrastructure.

e. Information Technology (IT) upgradation, digitalization & Compliances.

f. Replacement of Vehicles.

8. PERFORMANCE OF THE SUBSIDIARY COMPANY

During the financial year under review, the Company did not have any subsidiary. However, the Board of Directors of the Company has approved a Policy for determining material subsidiaries, which is in line with the provisions of the Securities & Exchanges Board of India (Listing Obligations & Disclosure Requirments) Regulations, 2015, as amended from time to time. The said Policy has been uploaded on the Company''s website at the following weblink: https://www. adorwelding.com/wp-content/uploads/2021 /07/ Policv-for-determining-Material-Subsidiarv.pdf

9. CONSOLIDATED FINANCIAL STATEMENT

Since the Company had given effect to the Scheme of Amalgamation (Merger by Absorption) of Ador Welding Academy Private Limited ("AWAPL") with Ador Welding Limited ("AWL") from 16^th March, 2023, the consolidated financial statement of the Company and its subsidiary for FY 2023-24 is not applicable.

10. COMPOSITE SCHEME OF ARRANGEMENT

The Scheme of Amalgamation (Merger by Absorption) of Ador Fontech Limited with Ador Welding Limited and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Scheme"), was considered and approved by the Board of Directors at its meeting held on 31^st May, 2022.

The Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench, delivered / pronounced an order on 18^th May, 2023, directing that the meeting of the unsecured as well as secured creditors be dispensed with and notices be issued to the unsecured creditors, with / having outstanding amount of more than Rs. 1.00 Lakh in value, for raising their observations / objections / queries / representations, if any.

The order dated 18^th May, 2023 also directed the Company to hold the Meeting of the equity shareholders of the Company for seeking

their approval on the proposed scheme of amalgamation. Accordingly, NCLT convened Meeting of equity shareholders was held on Thursday, 10^th August, 2023. The scheme was approved by requisite majority.

Thereafter, the Company has complied with all the compliances and formalities and the Petition for approving the scheme of Amalgamation, under Section 230 to Section 232 of the Companies Act, 2013 was filed with the Hon''ble NCLT, Mumbai bench, as all the related documentations were in place.

The Company is awaiting the amalgamation order from NCLT, Mumbai Bench.

11. RISK MANAGEMENT

The ERM Policy of the Company helps to continuously assess & monitor the risks assumed by the Company. The processes are in place for identifying, evaluating and managing the risks. Based on the ERM Policy, the Board hereby states that there are no elements of risks, which threaten the existence / going concern status of the Company.

Further, since your Company falls in "Top 1000 Companies", based on market capitalization, since 31^st March, 2021, a Risk Management Committee was constituted in FY 2021-22 to oversee implementation of the Risk Management Policy, to monitor & evaluate risks, basis appropriate methodology, processes & systems and to keep the Board of Directors informed and recommend the actions, to be taken, if any. The said policy is uploaded on the Company''s website at the following web link: https://www.adorwelding.com/ wp-content/uploads/2021/07/Risk-Management-Policy.pdf

12. RELATED PARTY TRANSACTIONS (RPTs)

During FY 2023-24, the Company entered into certain Related Party Transactions, in the ordinary course of business and on arms'' length basis, with

prior approval of the Audit Committee. Omnibus approvals are obtained on a quarterly basis for all the transactions, which are foreseeable & repetitive in nature and the details of all the related party transactions are placed before the Audit Committee and the Board for review & approval, on a quarterly basis.

During the financial year under review, the Company did not enter into any transaction, contract or arrangement with the related parties, that could be considered material under Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act, 2013.

All transactions entered into with the Related Parties during the financial year 2023-24 under review, were on arms'' length basis and were not material. Hence, disclosure pursuant to Section

1 34(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-

2 is not required. Further, there are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnel or other designated persons, that may have a potential conflict, with the interest of the Company, at large.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company, except remuneration, commission, sitting fees and reimbursement of expenses, to the extent applicable. All Related Party Transactions are given / mentioned in the notes to accounts. The Company has developed a framework through Standard Operating Procedures (SOPs), for the purpose of identification and monitoring of such Related Party Transactions.

A detailed note on procedure adopted by the Company in dealing with contracts and arrangements with the related parties has been provided in the Report on Corporate Governance on page no. 42.

During the year, the Company amended its RPT Policy in order to align with the provisions of the amended SEBI (LODR) Regulations, 2015, which is reviewed by the Audit Committee & approved by the Board of Directors in a timely manner and as & when necessary. The said RPT policy is available on the Company''s website at https://www. adorwelding.com/wp-content/uploads/2024/02/ RPT-Materialitv-Policv-2023-24.pdf

13. ANNUAL RETURNS

Pursuant to Sections 92 & 134(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the draft of Annual Return for FY 202324 in e-form MGT-7 is available on the Company''s website: https://www.adorwelding.com/wp-

content/uploads/2024/06/website-MGT-7-1.pdf

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Under the "Corporate Social Responsibility" (CSR) drive, the Company has spent an amount of Rs. 95.19 Lakhs during FY 2023-24, out of its budgeted annual CSR expenditure of Rs. 94.83 Lakhs & has spent Rs. 0.83 Lakh, out of Rs. 10.50 Lakhs parked in the Unspent Corporate Social Responsibility Account (UCSR) for an "Ongoing Project". Accordingly, the balance in UCSR account stands "NIL" as on 31^st March, 2024. The various projects / initiatives, undertaken by the Company, were in the following areas:

b. Empowering women towards individual and professional development opportunities.

c. Promoting healthcare, sanitation & hygiene for the non-privileged / underprivileged.

The Company is committed to continuously explore new opportunities, in alignment with its CSR philosophy & policy and strives to create a positive impact on the society, through its CSR initiatives.

uploads/2022/05/CSR-Policv-FY-2022-23.pdf

The composition of the CSR Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - III.

Brief on âAdor Foundationâ

"Ador Foundation" is a social initiative, undertaken by all Ador Group Companies, collectively, from FY 2022-23 onwards. The mission of the Foundation is to take Ador Group''s socially conscious legacy forward, through initiatives in the field of Education, Women Empowerment, Skill-Development & Health Care, which are also considered as four pillars of the foundation. All the projects are personally vetted by the personnel of the Foundation & by at least two of our Directors and to ensure that the said projects are good, genuine and beneficial to the underprivileged society at large. Ador believes in doing well by giving good. It is our firm belief that the long-term success of a corporate depends on giving back to the society it operates in and ensuring its operations are sustainable.

15. LOANS, GUARANTEES & INVESTMENTS

16. FIXED DEPOSITS

17. SECRETARIAL STANDARDS (SS)

Your Company has complied with all the applicable Secretarial Standards (SS), issued by the Institute of Company Secretaries of India (ICSI), from time to time.

18. INSURANCE

All the properties / assets of the Company are adequately insured.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

20. CORPORATE GOVERNANCE

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code since FY 2001-02. Your Company has strived to comply with all the requirements of Good Corporate Governance practices for the period 01 st April, 2023 to 31st March, 2024 (i.e. FY 2023-24), pursuant to Regulation 27(2) of SEBI (LODR) Regulations, 2015. As per Regulation 34(3) read with Schedule V to SEBI (LODR) Regulations, 2015, a separate section on the Corporate Governance practices, followed by the Company, together with Corporate Governance Compliance Certificate received from M/s. N. L. Bhatia & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company, confirming compliance, is forming an integral part of this Report, which is annexed hereto as Annexure - III.

The Management Discussion and Analysis (MDA) Report, as stipulated under Schedule V to SEBI (LODR) Regulations, 2015, is also annexed to this Report as Annexure - IV.

21. SIGNIFICANT & MATERIAL REGULATORY ORDERS

During FY 2023-24, there were no significant orders passed against the Company by any regulators or courts or tribunals, impacting the going concern status and the Company''s operations,

in future. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes, forming part of the Financial Statement.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

22. NOMINATION, REMUNERATION & BOARD DIVERSITY POLICY

The Board of Directors has framed a policy, on the recommendation of the Nomination & Remuneration Committee (NRC), which lays down a framework in relation to appointment and remuneration of its Directors. The Policy includes criteria for determining qualifications, positive attributes, independence of Directors etc., as required under the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. The Policy also broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive & the Non-Executive Directors. The said policy has been posted on the website of the Company at https://www.adorwelding.com/wp-content/ uploads/2021 /07/criteria_for_pavment_to_NEDs. pdf

The details of the Remuneration Policy for Directors, are explained in the Corporate Governance Report, annexed hereto as Annexure - III.

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, diversity, global business, leadership, information technology, mergers & acquisitions, Board service and governance, sales and marketing, Environmental, Social & Governance (ESG), risk

management, cybersecurity and other domains, which will ensure that the Company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at https://www.adorwelding.com/wp-content/

uploads/2023/09/Policy-on-Diversity-of-Board-of-Directors.pdf

23. INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations under Section 149(7) of the Act, stating that they meet the criteria of independence, as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. They have also given declaration under Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, that their profile is uploaded / registered in the databank, as maintained by the Indian Institute of Corporate Affairs (IICA), within the stipulated time. Further, the Independent Directors have also completed their KYC confirmation on the MCA website.

Your Company has in all 06 (six) Independent Directors, including 01 (one) Woman Independent Director, as on 31^st March, 2024. The Independent Directors met on 01^st February, 2024, without the presence of the Non-Independent Directors and Members of the Management, as required under SEBI (LODR) Regulations, 2015 and the Companies Act 2013, to discuss on various important matters & evaluate the working culture in the Company / operations of the Management (Whole-Time Directors & KMPs).

24. DIRECTORS & KEY MANAGERIAL PERSONNEL

During FY 2023-24 the following changes occurred

in the composition of the Board of Directors of the

Company:

a. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee at their meeting held on 30^th May, 2023, re-appointed Mr. Aditya T. Malkani (DIN :01585637) as the Whole-Time Director, designated as the Managing Director of the Company for a period of three (03) years w.e.f 14^th September, 2023, subject to the approval of the Shareholders. The appointment of Mr. Aditya T. Malkani was thereafter ratified by the Shareholders at the subsequently held 70^th Annual General Meeting for FY 2022-23 on Wednesday, 09^th August, 2023.

b. In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association (AoA), Ms. Tanya H. Advani (DIN: 08586636), Non-Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for reappointment. The Board recommends her reappointment for consideration of the Members of the Company at the forthcoming Annual General Meeting. The brief profile of Ms. Tanya H. Advani is given in the Notice convening 71^stAnnual General Meeting.

c. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee at their meeting held on 01 ^st February, 2024, re-appointed Mrs. Ninotchka Malkani Nagpal (DIN: 00031985) as the Whole-Time Director, designated as the Executive Chairman of the Company for a period of three (03) years w.e.f. 07^th May, 2024, subject to the approval of the Shareholders, considering her rich experience in finance, Business and Economics as well as her long term association with the Company / Ador Group of almost 26 years. According to the Company''s Articles of Association (AoA) & Section 152(6), Mrs. Ninotchka Malkani Nagpal is liable to retire by rotation.

The brief profile of Mrs. Ninotchka Malkani Nagpal is given in the Notice convening the 71^st Annual General Meeting. In the interest of the Company''s continued prosperity and well-being, the Board recommends her re-appointment as the Whole Time Director (Executive Chairman) of the Company at the ensuing Annual General Meeting.

d. Mrs. Nita Dempo Mirchandani (DIN: 01103973) is a Non-Executive & Woman Independent Directors of the Company. She was appointed as Independent Director on the Board, under the Companies Act, 2013, on 01^st April, 2020. Section 1 49 of the Companies Act, 201 3 provides that an Independent Director shall hold office for a term of upto 05 (five) consecutive years and shall be eligible for re-appointment on passing a Special Resolution by the shareholders of the Company for a second term of upto 05 (five) consecutive years i.e. holding office up to 02 (two) consecutive terms, whose term of office shall not be liable to retire by rotation.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mrs. Nita Dempo Mirchandani, being eligible, have offered herself for re-appointment and is proposed to be re - appointed as an Independent Director, on the recommendation of the Nomination & Remuneration Committee and on the basis of the reports / results / outcome or performance evaluation, for a second term of 05 (five) consecutive years, commencing from 10^th November, 2024 upto 09^th November, 2029. The brief profile of Mrs. Nita Dempo Mirchandani is given in the Notice convening 71^st Annual General Meeting.

Notice had been received from a Member proposing candidature of Mrs. Nita Dempo Mirchandani as candidate to the office of Independent Director of the Company. In the opinion of the Board, she satisfies the conditions, specified in SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 along with the rules made thereunder, for her re-appointment and is independent of the Management. The Board believes that her continued association would be of immense benefit to the Company and it is desirable to continue to avail her services as an Independent Director.

e. In terms of the Section 149(10) & 149(11) of the Companies Act, 201 3 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, the Independent Directors shall hold office for

a term up to 05 (five) consecutive years, but shall be eligible for re-appointment for another term of 05 (five) consecutive years on passing of a special resolution. Mr. Piyush Kumar Gupta (DIN: 00963094), Mr. Rakesh Narain Sapru (DIN: 02332414) & Mr. K. Digvijay Singh (DIN: 00004607), served as Non-Executive & Independent Directors on Board of the Company from 28^th July, 2014 and their respective tenure will expire on 27^th July, 2024. In view of this, they will cease to act as Independent Directors of the Company w.e.f. 28^th July, 2024 & shall be eligible for appointment only after the expiration of 03 (three) years of ceasing to become Independent Directors. Further, they shall not be associated with the Company in any other capacity, either directly or indirectly during the said period of 03 (three) years.

f. At the end of the financial year, the Board of Directors, on the recommendation of the Nomination & Remuneration Committee appointed Mr. Santosh Janakiram Iyer (DIN: 06801226) as an Additional Director (Non-Executive & Independent) with effect from 28^th July, 2024. In terms of Section 161 of the Act, Mr. Santosh Janakiram Iyer holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing his name for the office of Director. The Board recommends the appointment of Mr. Santosh Janakiram Iyer as a Non-Executive & Independent Director, for the approval by the Members of the Company. The brief profile of Mr. Santosh Janakiram Iyer is given in the Notice convening 71^st Annual General Meeting.

In the opinion of the Board, Mr. Santosh Janakiram Iyer satisfies the conditions specified in SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 along with the rules made thereunder, for his appointment as an Independent Director of the Company and he is independent of the Management. The Board believes that his association would be of immense benefit to the Company and it is desirable to avail his services as an Independent Director for the first term of

05 (five) consecutive years. He shall not be liable to retire by rotation. In the interest of the Company''s continued prosperity and well-being, the Board recommends his appointment as an Independent Director at the ensuing Annual General Meeting.

g. At the end of the financial year, the Board of Directors, on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Jitendra Hiru Panjabi (DIN: 01 259252) as an Additional Director (Non- Executive & Independent) with effect from 28^th July, 2024. In terms of Section 161 of the Act, Mr. Jitendra Hiru Panjabi holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing his name to the office of Director. The Board recommends the appointment of Mr. Jitendra Hiru Panjabi as a Non-Executive & Independent Director, for the approval by the Members of the Company. The brief profile of Mr. Jitendra Hiru Panjabi is given in the Notice convening 71^st Annual General Meeting.

In the opinion of the Board, Mr. Jitendra Hiru Panjabi satisfies the conditions specified in SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 along with the rules made thereunder, for his appointment as an Independent Director of the Company and he is independent of the Management. The Board believes that his association would be of immense benefit to the Company and it is desirable to avail his services as an Independent Director for the first term of 05 (five) consecutive years. He shall not be liable to retire by rotation. In the interest of the Company''s continued prosperity and well-being, the Board recommends his appointment as an Independent Director at the ensuing Annual General Meeting.

h. The abovenamed Directors have submitted Form DIR-8, pursuant to Section 1 64 of the Companies Act, 2013 & Rule 14(1) of the Companies (Appointment & Qualification of Directors) Rules, 2014, along with their consent in Form DIR-2, pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

i. Necessary Resolutions for the re-appointment of the abovenamed Directors have been included in the Notice convening the ensuing 71^st Annual General Meeting and details of the proposed appointees, as required pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS-2), are given in the Appendix to the Explanatory Statement annexed to the said Notice.

25. DIRECTORS PERFORMANCE EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees of the Board was conducted in accordance with the provisions of the Act and SEBI (LODR) Regulations, 201 5. A structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning, composition, structure, effectiveness of the Board & Committee Meetings, execution & performance of specific duties, obligations & governance. The performance evaluation of the Board, of its own performance & that of its Committees and individual Directors, including the Executive Chairman and the Independent Directors was completed during the year under review. The NRC reviewed the performance of individual directors on the basis of criteria, such as the contribution of the individual director to the Board and committee meetings, like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and to the Board as a whole. The Board of Directors expressed their satisfaction with the evaluation process.

The evaluation process endorsed the Board''s confidence in the ethical standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the Management in sharing strategic information with the Board.

The manner of evaluation is explained in the Corporate Governance Report in Annexure - III.

26. DIRECTORS RESONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & (5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, hereby confirms that:

a. in preparation of the Annual Accounts for FY 2023-24, all the applicable Accounting Standards (AS) have been followed, along with proper explanation relating to material departures, if any;

d. the Directors have prepared the Annual Accounts, on a going concern basis;

e. the Directors have laid down internal financial controls, to be followed by the Company and that such internal financial controls are adequate & were operating effectively; and

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

27. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

BRSR includes reporting on the 09 (nine) principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business, as framed by MCA.

28. AUDIT COMMITTEE & ITS RECOMMENDATIONS

The composition of the Audit Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - III.

The Audit Committee plays a key role in providing assurance about financial statements to the Board of Directors. Significant audit observations, if any, and corresponding corrective actions taken by the Management are presented to the Audit Committee.

The Board has accepted all the recommendations of the Audit Committee and hence, there is no further explanation to be provided for, in this Report.

29. NUMBER OF BOARD MEETINGS

The Company conducted 04 (four) Board meetings during FY 2023-24 and the details thereof are covered in the Corporate Governance Report, which is annexed to this Report as Annexure - III.

30. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority / charter.

The following Committees, constituted by the Board, function according to their respective roles and defined scope / charter:

a. Audit Committee (AC)

b. Nomination and Remuneration Committee (NRC)

c. Risk Management Committee (RMC)

d. Corporate Social Responsibility Committee (CSR)

e. Stakeholders'' Relationship Committee (SRC)

31. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel (KMPs) of the Company as on 31^st March, 2024:

a. Mrs. Ninotchka Malkani Nagpal, Whole - Time Director (Executive Chairman)

b. Mr. Aditya T. Malkani, Whole - Time Director (Managing Director)

c. Mr. Vinayak M. Bhide, Company Secretary & Compliance Officer

d. Mr. Surya Kant Sethia, Chief Financial Officer

32. AUDIT REPORT & AUDITORS

a. STATUTORY AUDITORS

Their remuneration is fixed annually, as recommended by the Audit committee and approved by the Board of Directors.

b. SECRETARIAL AUDITOR & ITS REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act, 201 3 and the rules made thereunder, the Board of Directors had appointed M/s. N. L. Bhatia & Associates, (Unique Identification Number: P1996MH055800), a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 202324.

The Secretarial Audit Report is annexed herewith as Annexure - V. There are no qualifications in the said Report and therefore no explanations are provided in this Report.

c. COST AUDITOR & ITS REPORT

Pursuant to the provisions of Section 1 48 of the Companies Act, 201 3, the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai, as the Cost Auditor of the Company for FY 2023-24.

The brief information of the Cost Auditor and the Cost Audit Report is given as under:

a. Name of the Cost Auditor: M/s. Kishore Bhatia & Associates

b. Address: 701/702, D-Wing, Neelkanth Business Park, Nathani Road, Vidhyavihar (West), Mumbai - 400 086, Maharashtra, India.

c. Membership No.: 31166

d. Firm Registration No.: 00294

e. Due date of submitting Cost Audit Report for FY 2022-23 by the Cost Auditor with the Company: Within 180 days from the end of the financial year (by 30th September, 2023)

f. Actual Date of filing of Cost Audit Report for FY 2022-23 with the Central Government: 11^th August, 2023

The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (Firm Registration No. 00294) as the Cost Auditors for the financial year 2024-25, as well. M/s. Kishore Bhatia & Associates have, under Rule 6(1 A) of the Companies (Cost Records and Audit) Rules, 2014, furnished a certificate of their eligibility and consent for the said appointment. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2024-25 is being placed before the Members at the ensuing Annual General Meeting, for ratification.

The cost records of the Company, as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013, are duly prepared & maintained by the Company.

33. VIGIL MECHANISM & WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of SEBI (LODR) Regulations, 2015, the Company has framed a policy on Vigil Mechanism - cum - Whistle Blower, which enables any Director, Employee & Stakeholder of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the Chairman of the Audit Committee, as a Protected Disclosure. The employees, who join the Company are apprised of the availability of the said policy as a part of their induction schedule. The policy also provides adequate safeguards against victimization of persons, who may use such mechanism.

The detailed policy is also posted on the Company''s Intranet Portal "ADORHUB" and also onto its website at the following weblink: https://www.adorwelding. com/wp-content/uploads/2021/07/Mechanism-For-Whistle-Blower-For-Stakeholders11.pdf

34. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has "zero tolerance" for sexual harassment at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013", as amended from time to time, which looks into the complaints received, if any. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office / factory premises and women service providers are covered under this Policy. ADOR is committed to creating a safe and healthy work environment, where every employee, irrespective of gender, is treated with respect and is able to work without any fear of discrimination, prejudice, gender bias, or any form of harassment at the workplace.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee and is fully compliant of the Committee composition requirements.

Further, there were no complaints received by the Committee during the financial year 2023-24. The Company has also adopted a policy under the said Act, which is placed on its internal portal as well as on the website of the Company, which can be viewed at the following weblink: https://www. adorwelding.com/wp-content/uploads/2023/09/ POSH-Policv-2023.pdf

35. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Investor Education and Protection Fund ("IEPF"). Furthermore, IEPF Rules mandate the Companies, to transfer shares of the Members, whose dividends remain unpaid / unclaimed for a period of 07 (seven) consecutive years to the demat account of IEPF Authority. The said requirement does not apply to shares, in respect of which there is specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of shares.

In the light of the aforesaid provisions, the Company has, during the financial year 2023-24 under review, transferred to IEPF, the unclaimed dividend of Rs. 18,65,560/- pertaining to FY 201516. Further, 13,182 equity shares of the Company, in respect of which dividends were not claimed / remained unpaid for 07 (seven) consecutive years or more, have also been transferred to the demat account of IEPF Authority. The details of the transfer of unclaimed dividend to the IEPF Authority are provided in detail in the Corporate Governance Report, annexed as Annexure III, to this report.

The Members, may claim dividends and / or shares from IEPF Authority, by submitting an online application in the prescribed electronic Form IEPF-5, available on the website www.iepf.gov.in and subsequently send a physical copy of the e-form along with its acknowledgement, duly signed, to the Company along with the requisite documents enumerated in the said e-form IEPF-5. No claims shall lie against the Company, in respect of the dividend / shares, so transferred. Members may also kindly refer to the Refund Procedure for claiming the aforementioned amounts & shares transferred to IEPF Authority, as detailed / given on www.iepf.gov.in

Whilst the Company has already written to the Members, informing them about the due date for transfer of their shares to IEPF, the attention of the shareholders is once again drawn to this matter through the Annual Report. The data on unpaid / unclaimed dividend and shares is also available on the Company''s website at www.adorwelding.com. Investors, who have not yet encashed their unclaimed / unpaid dividend amounts are requested to correspond with the Company''s Registrar and Share Transfer Agent, at the earliest. Those Members / Shareholders, who

do not remember / recollect having encashed their dividend, can also check the "List of Unpaid Dividends", posted on the website of the Company.

36. HUMAN RESOURCE

The disclosure pertaining to remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report, as Annexure VI.

Statement containing particulars of top 1 0 employees and the employees drawing remuneration in excess of limits prescribed under Section 1 97 (1 2) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, if any, is provided in the Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and the Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said Statement is also open for e-inspection / physical inspection, 21 (twenty one) days before and up to the date of the ensuing 71st Annual General Meeting, during business hours on any working day. Any Member interested in obtaining a copy of the same, may write to the Company Secretary. None of the employees, listed in the said Annexure, are related to any of the Directors of the Company or to each other. None of the employees hold (by himself / herself or along with his / her spouse and dependent children) more than 2% (two percent) of the Equity Shares of the Company.

The on-roll manpower strength of the Company, as at the date of this Report, is 667.

37. MATERIAL CHANGES & COMMITMENTS

There were no material changes, affecting the financial position of the Company subsequent to the close of the financial year 2023-24, till 30^th April, 2024 i.e. till the date of this report.

38. INTERNAL FINANCIAL CONTROL SYSTEM & ITS ADEQUACY

The Board has adopted policies & procedures of governance for orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention & detection of frauds and errors, accuracy & completeness of the accounting records and timely preparation of reliable financial disclosures. ADOR has an effective internal financial control system, which is constantly assessed and strengthened. The Company''s internal financial control systems are commensurate with the nature of its business, the size and complexity of its operations.

The Internal Auditor reports to the Audit Committee. The Audit Committee defines the scope and authority of the Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all the locations of the Company. Based on the report of the Internal Auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and the corresponding corrective actions are, thereafter presented to the Audit Committee in its meeting, on a quarterly basis and as & when required.

39. REPORTING OF FRAUDS

There were no instances of fraud, during the financial year 2023-24, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

40. DISCLOSURE W.R.T. VALUATION

41. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted the Code of Conduct for Prevention of Insider Trading (PIT) for dealing / trading in the Securities of the Company, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices is also uploaded on the website of the Company at the following weblink: https://www.adorwelding.com/ wp-content/uploads/2022/12/Code-of-practices-and-procedures-for-fair-disclosure-of-unpublished-price.pdf

All the Directors, employees and third parties such as auditors, consultants, vendors, traders, etc, who could have access to the Unpublished Price Sensitive Information (UPSI) of the Company, are governed by this code. The objective of PIT Code is to protect the interest of the shareholders at large, to prevent misuse of any unpublished price sensitive information and to prevent any insider trading activity, by / while dealing in shares of the Company, by / through its Designated Persons and their immediate relatives. The trading window is closed during / around the time of declaration of results and occurrence of any material events, as per the Code. The Company Secretary & Compliance Officer, is responsible for setting forth procedures and implementation of the Code for trading in the Company''s securities.

workshops to the Designated Persons in order to create awareness on various aspects of the Code and the PIT Regulations. Various "In-person" sessions are organized to seek clarifications on the Code. These activities help the Designated Persons to ensure objective compliances of the Regulations and the Code.

The Company has also maintained a structured Digital Database ("SDD"), pursuant to the requirments of regulations 3(5) and 3(6) SEBI (PIT) Regulations, 2015.

42. ENVIRONMENT & HEALTH

The detailed explanation w.r.t. the intiatives taken by the Company from health & environment perspective are given in BRSR Report, annexed herewith as Annexure VII.

43. ANNUAL LISTING FEES

The Company affirms that the annual listing fees for the financial year 2024-25 have been paid to both M/s. National Stock Exchange of India Limited (NSE) and M/s. BSE Limited (Bombay Stock Exchange). Your Company has also paid its annual custodial fees to M/s. National Securities Depository Limited (NSDL) and M/s. Central Depository Services (India) Limited (CDSL).

44. DESIGNATED PERSON FOR IDENTIFICATION OF SIGNIFICANT BENEFICIAL OWNER (SBO)

Mr. Vinayak M. Bhide, Company Secretary and Compliance Officer of the Company has been appointed as the Designated Person, who shall be responsible for furnishing, identifying Significant

Beneficial Owner and extending the cooperation for providing the information to the Registrar, pursuant to the Rule 9(3) of the Companies (Management and Administration) Rules, 2014.

45. CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially, from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

46. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere gratitude and warm appreciation for the invaluable contribution and spirit of dedication shown by the employees, including the support staff, at all the levels during FY 2023-24. Your Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Vendors, Suppliers, Service Providers, Bankers, various Government Organizations / Agencies & the Shareholders and look forward to their continued support and cooperation in the future, as well.

For and on behalf of the Board

Ninotchka Malkani Nagpal Place: Mumbai Executive Chairman

Date: 30^th April, 2024 (DIN: 00031985)

Mar 31, 2022

The Directors take immense pleasure in presenting the Sixty Ninth (69^th) Annual Report of the Company and the Audited Statements of Accounts for the financial year ended 31^st March, 2022.

1. CORPORATE OVERVIEW

Your Company, Ador Welding Limited (AWL) was incorporated in the year 1951 and has come a long way to become one of India''s leading players in the welding industry. Your Company''s Vision is âCreating the Best Welding Experienceâ.

AWL has a huge spectrum of products offering and aims to provide "Complete Welding Solutions" to the "World of Manufacturing" for

enhancing their operational efficiency".

Our presence is there across seventy (70) odd countries and our corporate headquarter is based in Mumbai.

2.	FINANCIAL PERFORMANCE (Rs. in Lakhs)
	Sr. No.	Key Financial Indicators	For the year ended 31^st March, 2022	For the year ended 31^st March, 2021	For the year ended 31^st March, 2022	For the year ended 31^st March, 2021
	Sr. No.	Key Financial Indicators	Standalone		Consolidated
	2.1	Sales & Other Income (Net of GST, Discount & Incentives)	66,689	45,459	66,696	45,507
	2.2	Profit before exceptional items Interest, Depreciation, Tax & Other Comprehensive Income	6,380	2,720	6,385	2,749
	2.3	Exceptional items	898	(2,537)	898	(2,397)
	2.4	Profit before Tax (PBT)	5,823	(1,568)	5,821	(1,406)
	2.5	Provision for Tax (Including Deferred Tax)	1,304	(369)	1,305	(368)
	2.6	Profit / (Loss) after Tax (PAT)	4,519	(1,199)	4,516	(1,038)
	2.7	Total Comprehensive Income (Loss)	4,458	(1,147)	4,455	(986)

3. DIVIDEND & RESERVE

The Board of Directors is pleased to recommend a Dividend of 125 % (i.e. @ Rs.12.50 per Equity Share) for the Financial Year (FY) 2021-22, subject to the approval of the Members.

The total amount of Dividend, to be disbursed for FY 2021-22, is Rs. 1,700 Lakhs, subject to applicable TDS. Further, the Dividend amount will be paid out of the profits of the Company.

The Dividend for FY 2021-22 shall be paid to those Shareholders and Beneficial Owners, whose

names appear in the Register of Members (RoM) as on the cut-off date for dividend payment.

The Board recommends transfer of 10 % of the Net Profit to General Reserve.

The dividend recommendation is in accordance with the Dividend Distribution Policy ("Policy") of the Company. The said policy is available on the website of your Company at https://www.adorwelding.com/wp-content/ uploads/2021/07/Dividend-Distribution-Policv.pdf

4. SHARE CAPITAL

The paid-up Equity Share Capital as at 31^st March, 2022 stood at Rs. 1,359.85 Lakhs. During the financial year under review, the Company has neither issued shares nor convertible securities nor shares with differential voting rights nor granted any stock options or sweat equity or warrants. As at 31^st March, 2022, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

5. FINANCE & ACCOUNTS

During the year under review, there was no revision in the Credit Rating of the Company. The Rating Agency CARE maintained "A " (Single A Plus; Outlook: Stable) rating for the Company''s long term borrowings and "A1 " (A One Plus) rating for the Company''s short term borrowings.

As mandated by the Ministry of Corporate Affairs (MCA), the financial statements for the financial year ended 31^st March, 2022 have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with the Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect a true & fair form and substance of transactions and reasonably present the Company''s state of affairs, profits & cash flows for the financial year ended 31^st March, 2022.

The Notes to the Financial Statements adequately cover the Standalone and Consolidated Audited Statements and form an integral part of this Report.

6. OPERATIONS

In FY 2021-22, the total Sales & Other Income increased by 47 % as compared to last FY 2020-21. The year ended with Sales & Other Income of Rs. 66,689 Lakhs. (Rs. 45,459 Lakhs)*.

The Company''s Net Sales and Other Income during FY 2021-22 comprised the following:

6.1 Welding Consumables at Rs. 53,540 Lakhs (Rs. 35,220 Lakhs)*

6.2 Equipment and Welding Automation at Rs. 9,854 Lakhs (Rs. 7,049 Lakhs)*

6.3 Project Engineering Business at Rs. 2,754 Lakhs (Rs. 2,459 Lakhs)*

6.4 Other Income of Rs. 541 Lakhs mainly comprised of forex gain, interest, rent & export incentives etc. (Rs. 731 Lakhs)*

(*Figures in brackets indicate previous year)

7. CAPEX

The Company incurred CAPEX of Rs. 1,315 Lakhs during FY 2021-22. The Capital work-in-progress as at 31^st March, 2022 was Rs. 710 Lakhs. CAPEX planned for FY 2022-23 is Rs. 3,800 Lakhs, mainly for the following:-

a. Automation / modernization at Consumables and Equipment Plants.

b. Plant & Machinery for capacity expansion of certain products, and also for improvement of "productivity & in-process quality".

c. Replacement of Old Machineries.

d. Upgradation of R&D Infrastructure.

e. Information Technology (IT) upgradation, digitalization and Compliances.

f. Replacement of Vehicles.

8. PERFORMANCE OF THE SuBSIDIARY COMPANY

The Company does not have any material subsidiary. The Board of Directors of the Company has approved a Policy for determining material subsidiaries, which is in line with SEBI (LODR) Regulations 2015, as amended from time to time. The said Policy has been uploaded on the Company''s website at the following weblink:

https://www.adorwelding.com/wp-content/ uploads/2021 /07/Policy-for-determining-Material-Subsidiarv.pd f

Ador Welding Academy Private Limited (AWAPL)

The Board of Directors of AWAPL, at its meeting held on 28^th May, 2021, considered and approved the scheme of amalgamation (merger by absorption) pursuant to Sections 230 to 232 read with Section 234 and other relevant provisions of the Companies Act, 2013, providing

for the merger of its wholly owned subsidiary, AWAPL (Transferor Company) with Ador Welding Limited (Transferee Company).

During the financial year under review, your Company has filed an application on 01^st September, 2021 involving Composite Scheme of Arrangement of AWAPL with AWL before the Hon''ble National Company Law Tribunal, Mumbai Bench (''NCLT''). The scheme of amalgamation is subject to necessary statutory and regulatory approvals under applicable laws, including approval of the Hon''ble NCLT. Your Company has taken all the necessary statutory and regulatory approvals under applicable laws and is awaiting approval (final order) from Hon''ble NCLT. The scheme is at its final stage as on the date of this report.

During FY 2021-22, AWAPL registered a total revenue & other income of Rs. 6.87 Lakhs (Rs. 61.95 Lakhs), majorly because there was no operation undertaken directly by AWAPL, but all the activities were diverted / routed through the ''Welding Training Division'' of AWL, considering the ongoing process of amalgamation (merger by absorption). The loss (before exceptional items & tax) of Rs. 2.00 Lakhs (Profit before Tax of Rs. 20.37 Lakhs)*.

(*Figures in brackets indicate previous year)

9. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated financial statements relate to M/s. Ador Welding Ltd. (AWL) and its wholly owned subsidiary, M/s. Ador Welding Academy Pvt. Ltd. (AWAPL). The consolidated financial statement of the Company and its subsidiary for FY 2021-22 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI (LODR) Regulations, 2015 and in accordance with Section 1 36 of the Companies Act, 201 3 read with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. The standalone financial statements of AWAPL are posted onto the website of the Company, which can be viewed at the following web link: https://www.adorwelding.com/wp-content/uploads/2022/05/AWAPL-Financial-Statements-31.03.2022.pdf - and hence, the same are not annexed to this 69^th Annual Report.

The Annual Accounts and other related information of the said Subsidiary Company will also be made available to the shareholders of the Holding Company (AWL). The Annual Accounts of the Subsidiary Company are also available for e-inspection to the shareholders of AWL and your Company shall furnish a physical copy of annual accounts of Subsidiary to any shareholder of the Company, on request.

Pursuant to Section 1 29(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Subsidiaries / Associate Companies / Joint Ventures is given in Form AOC-1, which forms an integral part of this Report.

10. RISK MANAGEMENT

Given the diversified scale of operations, your Company has formulated an Enterprise Risk Management (ERM) framework to manage various financial & non-financial risks, operational & non-operational risks, amongst other risks. The Board takes responsibility of the overall process of risk management throughout the organization.

Further, since your Company falls under "Top 1000 Companies", based on market capitalization, as on 31^st March, 2021, a Risk Management Committee is constituted in FY 2021-22 to oversee implementation of the Risk Management Policy, to monitor & evaluate risks, basis appropriate methodology, processes & systems and to keep the Board of Directors informed and recommend the actions to be taken.

11. RELATED PARTY TRANSACTIONS (RPTs)

The Policy on Related Party Transactions (RPTs) is reviewed by the Audit Committee & approved by the Board of Directors in a timely manner and as & when necessary. The said policy is uploaded

on the Company''s website at the following web link: https://www.adorwelding.com/wp-content/ uploads/2022/05/RPT-Materialitv-Policv-2022-23. pdf

During FY 2021-22, the Company entered into certain Related Party Transactions, in the ordinary course of business and on arm''s length basis, with prior approval of the Audit Committee. Omnibus approvals are obtained on a quarterly basis for all the transactions, which are foreseeable & repetitive in nature and the details of all related party transactions are placed before the Audit Committee and the Board for review & approval on a quarterly basis.

There were no material related party transactions (RPTs) undertaken by the Company during the financial year under review, that required shareholders'' approval under Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act, 2013.

All transactions entered with the Related Parties for the financial year under review were on arm''s length basis and were not material. Hence, disclosure pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnels or other designated persons, that may have a potential conflict with the interest of the Company, at large.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company, except remuneration, sitting fees and reimbursement of expenses, to the extent applicable. All Related Party Transactions are mentioned in the notes to accounts. The Company has developed a framework through Standard Operating Procedures (SOPs), for the purpose of identification and monitoring of such Related Party Transactions.

12. ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act, the draft of Annual Return for FY 2021-22 in e - form MGT-7 is available on the Company''s website: https://www.adorwelding.com/wp-content/ uploads/2022/07/Draft-MGT-7.pdf

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Under the "Corporate Social Responsibility" (CSR) drive, the Company has spent an amount of Rs. 47.45 Lakhs during FY 2021-22, out of its budgeted annual CSR expenditure of Rs. 47.36 Lakhs & has spent Rs. 6.17 Lakhs, out of Rs. 10.50 Lakhs parked in the Unspent Corporate Social Responsibility Account (UCSR) for an "Ongoing Project". The various projects / initiatives undertaken by the Company were in the following areas:

a. Promoting education among children, women, elderly and differently abled, including special education & employment enhancing vocational skills, especially skill development and encouraging safety practices in welding & allied fields for economically challenged / financially weaker sections of the Society

b. Empowering women towards individual and professional development opportunities

c. Promoting healthcare, sanitation, hygiene & making available safe drinking water to the non-privileged / underprivileged.

Your Company also performed its social duties by contributing towards the COVID-19 prevention initiatives. Your Company contributed significantly towards the initiative of "Mission Oxygen helping Hospitals save lives", which helped in procuring and donating oxygen concentrators, supplementing hospital infrastructure with oxygenation plants and other lifesaving equipments in the second wave of the pandemic.

Your Company understands its duties towards the society and considers social responsibility as an integral part of its operations. Your Company tries to ensure that its CSR initiatives have a meaningful impact on the society at large & that the contribution made by it reaches the beneficiary at the earliest, with the aim to create a long-term positive impact.

The Company is committed to continuously explore new opportunities, in alignment with its CSR philosophy & policy and strives to create a positive impact on the society, through its CSR initiatives.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out, in a format prescribed in the Companies (CSR Policy) Rules, 2014, as amended from time to time, in Annexure - I to this Report. The CSR Policy is also available on Company''s website at URL: https://www.adorweldina.com/wp-content/ uploads/2021/08/CSR-Policv-FY-2021-22.pdf

The composition of the CSR Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - I.

14. LOANS, GUARANTEES & INVESTMENTS

15. FIXED DEPOSIT

Your Company had no opening balances of fixed deposits. Further, the Company has not accepted or renewed any deposits, within the meaning of Section 73 of the Companies Act 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

16. SECRETARIAL STANDARDS (SS)

Your Company has complied with all the applicable Secretarial Standards (SS), issued by the Institute of Company Secretaries of India (ICSI), from time to time.

17. INSuRANCE

All the properties / assets of the Company are adequately insured.

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 1 34(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to the conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure - II.

19. CORPORATE GOVERNANCE

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code since FY 2001-02. Your Company has complied with all the requirements of Good Corporate Governance for the period 01^st April, 2021 to 31^st March, 2022 (i.e. FY 2021-22) pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Regulation 34(3) read with Schedule V to SEBI (LODR) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with Corporate Governance Compliance Certificate received from M/s. Walker Chandiok & Co. LLP Chartered Accountants, Statutory Auditors of the Company, confirming compliance forming an integral part of this Report is attached hereto as Annexure - III.

The Management Discussion and Analysis (MDA) Report, as mandated under Schedule V to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is also attached to this Report as Annexure - IV.

20. SIGNIFICANT & MATERIAL REGuLATORY ORDERS

During FY 2021-22, there were no significant orders passed against the Company by any regulators or courts or tribunals, impacting the going concern status and the Company''s operations, in future. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes, forming part of the Financial Statement.

21. NOMINATION, REMuNERATION & BOARD DIVERSITY POLICY

The Board of Directors has framed a policy, on the recommendation of the Nomination & Remuneration Committee, which lays down a framework in relation to appointment and remuneration of its Directors. The Policy includes criteria for determining qualifications, positive attributes, independence of Director etc., as required under the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. The Policy also broadly lays down the guiding principles, philosophy and

the basis for payment of remuneration to the Executive & Non-Executive Directors. The said policy has been posted on the website of the Company at https://www.adorwelding.com/wp-content/uploads/2021/07/criteria_for_payment_ to_NEDs.pdf

In case of re-appointment of Non-Executive & Independent Directors, NRC and the Board takes into consideration the performance of the Director, based on the Board evaluation and his / her engagement level during his / her previous tenure.

The details of the Remuneration Policy for Directors, are explained in the Corporate Governance Report, attached hereto as Annexure - III.

22. INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations under Section 149(7) of the Act, stating that they meet the criteria of independence, as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. They have also given declaration under Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, that their names are registered in the databank, as maintained by the Indian Institute of Corporate Affairs (IICA).

Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, the Independent Directors are competent, experienced and are the persons of expertise (including the proficiency), having positive attribute, standards of integrity, ethical behaviour, qualifications & independent judgement.

Your Company has in all 5 (five) Independent Directors, including 01 (one) Woman Independent Director, as on 31^st March, 2022. The Independent Directors met on 10^th February, 2022, without the presence of Non-Independent Directors and Members of the Management,

as required under SEBI (LODR) Regulations, 2015 and the Companies Act 2013, to discuss on various important matters & evaluate the working / operations of the Management (Whole-Time Directors & KMPs).

23. DIRECTORS & KEY MANAGERIAL PERSONNEL

During FY 2021-22 the following changes occurred in the composition of the Board of Directors of the Company:

a) Mrs. Ninotchka Malkani Nagpal (DIN: 00031985) was re-appointed as the Whole-Time Director designated as Executive Chairman for a further period of 03 (three) years with effect from 07^th May, 2021 upto 06^th May, 2024 and her re-appointment was approved by the Members by way of Special Resolution at 68^th Annual General Meeting.

b) Dr. Deep A. Lalvani (DIN: 01771000) resigned from the office of the Whole-Time Director on 31^st March, 2022 and was re-designated as the Non-Executive Director w.e.f. 01^st April, 2022.

c) In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association (AoA), Dr. Deep A. Lalvani (DIN: 01771000), Non-Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of Dr. Deep A. Lalvani has been given in the Notice convening the 69^th Annual General Meeting.

d) Subsequent to the end of the financial year, the Board of Directors, on the recommendation of the Nomination & Remuneration Committee appointed Mr. Navroze S. Marshall (DIN: 00085754) as an Additional Director (Non- Executive & Independent) with effect from 21 ^st May, 2022. In terms of Section 161 of the Act, Mr. Navroze S. Marshall holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing his name for the office of Director. The

with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning, composition of the Board & of its Committees, execution & performance of specific duties, obligations & governance. The performance evaluation of the Board of its own performance & that of its Committees and individual Directors, including the Executive Chairman and the Independent Directors was completed during the year under review. The Board of Directors expressed their satisfaction with the evaluation process.

The manner of evaluation has been explained in the Corporate Governance Report in Annexure - III.

25. DIRECTORS RESONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) & (5) of the Companies Act, 201 3, the Board of Directors of the Company, to the best of their knowledge and ability, hereby confirm that:

a) in preparation of the Annual Accounts for FY 2021-22, all the applicable Accounting Standards (AS) have been followed, along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies & practices and applied them consistently & made judgments and estimates that are reasonable and prudent, so as to give a true & fair view of the state of affairs of the Company and of the profits of the Company for the year ended 31^st March, 2022;

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 & detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

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

Board recommends the appointment of Mr. Navroze S. Marshall as a Non-Executive & Independent Director, for the approval by the Members of the Company. Brief profile of Mr. Navroze S. Marshall is given in the Notice convening 69^th Annual General Meeting.

In the opinion of the Board, Mr. Navroze S. Marshall satisfies the conditions specified in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 along with the rules made thereunder, for his appointment as an Independent Director of the Company and he is independent of the Management. The Board believes that his association would be of immense benefit to the Company and it is desirable to avail his services as an Independent Director for the first term of 05 (five) consecutive years. He shall not be liable to retire by rotation. In the interest of the Company''s continued prosperity and well-being, the Board recommends his appointment as an Independent Director at the ensuing Annual General Meeting.

e) The abovenamed Directors have submitted Form DIR-8, pursuant to Section 164 of the Companies Act, 2013 & Rule 14(1) of the Companies (Appointment & Qualification of Directors) Rules, 2014, along with their consent in Form DIR-2 pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

f) Necessary Resolutions for the appointment / re-appointment / re-designation of the abovenamed Directors have been included in the Notice convening the ensuing 69^th Annual General Meeting and details of the proposed appointees, as required pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS-2), are given in the Appendix to the Explanatory Statement annexed to the said Notice.

24. DIRECTORS PERFORMANCE EVALUATION

The annual evaluation process of the Board of

Directors, individual Directors and Committees

of the Directors was conducted in accordance

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

26. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility Report (BRR), on the initiatives taken from environmental, social and governance perspective, in the prescribed format, is annexed as Annexure VII and forms an integral part of this Report.

27. AuDIT COMMITTEE & ITS RECOMMENDATIONS

The composition of the Audit Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - III.

The Board has accepted all the

recommendations of the Audit Committee and hence, there is no further explanation to be provided for, in this Report.

28. NuMBER OF BOARD MEETINGS

The Company has conducted 04 (four)

Board meetings during FY 2021-22 and the details thereof are covered in the Corporate Governance Report, which is annexed to this Report as Annexure - III.

29. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority / charter.

The following Committees, constituted by the Board, function according to their respective roles and defined scope / charter:

a) Audit Committee (AC)

b) Stakeholders'' Relationship Committee (SRC)

c) Nomination and Remuneration Committee (NRC)

d) Corporate Social Responsibility Committee (CSR)

e) Risk Management Committee (RMC)

30. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel (KMPs) of the Company as on 31^st March, 2022:

a) Mr. Aditya T. Malkani, Managing Director

b) Mr. Vinayak M. Bhide, Company Secretary & Compliance Officer

c) Mr. Surya Kant Sethia, Chief Financial Officer

31. statutory auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (FRN: 001076N / N500013), Mumbai, were re-appointed as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years at the 67^th Annual General Meeting (AGM) of the Members held on 22^nd September, 2020, i.e. until the conclusion of the 72^nd Annual General Meeting, on such remuneration, as mutually agreed upon by the Board of Directors and the Statutory Auditors.

32. STATuTORY AuDITORâS REPORT

33. SECRETARIAL AuDITOR & ITS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 201 3 and the rules made thereunder, the Board of Directors had appointed M/s. N. L. Bhatia & Associates, (Unique Identification Number: P1996MH055800), a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2021-22.

The Secretarial Audit Report is annexed herewith as Annexure - V. There are no qualifications in the said Report and therefore no explanations are provided in this Report.

34. COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai, as the Cost Auditor of the Company for FY 2021-22.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

a) Name of the Cost Auditor: M/s. Kishore Bhatia & Associates

b) Address: 701/702, D-Wing, Neelkanth Business Park, Nathani Road, Vidhyavihar (West), Mumbai - 400 086, Maharashtra, India.

c) Membership No.: 31166

d) Firm Registration No.: 00294

e) Due date of submitting Cost Audit Report for FY 2020-21 by the Cost Auditor with the Company: Within 180 days from the end of the financial year (by 30^th September, 2021)

f) Actual Date of filing of Cost Audit Report for FY 2020-21 with the Central Government: 10^th August, 2021

The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (Firm Registration No. 00294) as the Cost Auditors for the financial year 2022-23 as well. M/s. Kishore Bhatia & Associates have, under Rule 6(1 A) of the Companies (Cost Records and Audit) Rules,

2014, furnished a certificate of their eligibility and consent for the said appointment. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2022-23 is being placed before the Members at the ensuing Annual General Meeting, for ratification.

The cost records of the Company, as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013, are duly prepared & maintained by the Company.

35. VIGIL MECHANISM & WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of SEBI (LODR) Regulations,

2015, the Company has framed a policy on Vigil Mechanism - cum - Whistle Blower, which

enables any Director, Employee & Stakeholder of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the Chairman of the Audit Committee, as a Protected Disclosure. The policy also provides adequate safeguards against victimization of persons, who may use such mechanism.

The detailed policy is also posted on the Company''s Intranet Portal "SANVAD" and also onto its website at the following weblink: https://www.adorwelding.com/wp-content/ uploads/2021/07/Mechanism-For-Whistle-Blower-For-Stakeholders11.pdf

36. POLICY ON PREVENTION OF SEXuAL HARASSMENT

The Company has "zero tolerance" for sexual harassment at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013", as amended from time to time, which looks into the complaints received, if any. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office / factory premises and women service providers are covered under this Policy. AWL is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without any fear of discrimination, prejudice, gender bias, or any form of harassment at workplace.

Further, there were no complaints received by the Committee during the financial year 202122. The Company has also adopted a policy under the said Act, which is placed on its internal portal as well as on the website of the Company, which can be viewed at the following weblink: https://www.adorwelding.com/wp-content/ uploads/2022/02/PQSH-Policv_2022-1.pdf

37. TRANSFER OF uNCLAIMED DIVIDEND TO INVESTOR EDuCATION & PROTECTION FuND

of 07 (seven) years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Furthermore, IEPF Rules mandate the Companies, to transfer shares of the Members, whose dividends remain unpaid / unclaimed for a period of 07 (seven) consecutive years to the demat account of IEPF Authority. The said requirement does not apply to shares, in respect of which there is specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of shares.

In the light of the aforesaid provisions, the Company has, during the financial year 2021-22 under review, transferred to IEPF, the unclaimed dividend of Rs. 17,01,855/- pertaining to FY 201314. Further, 20,567 equity shares of the Company, in respect of which dividends were not claimed for 07 (seven) consecutive years or more, have also been transferred to the demat account of IEPF Authority. The details of the transfer of unclaimed dividend to the Investor Education and Protection Fund ("IEPF") are provided in detail in the Corporate Governance Report, annexed as Annexure III to this report.

The Members, may claim dividends and / or shares from IEPF Authority, by submitting an online application in the prescribed electronic Form IEPF-5, available on the website www.iepf.gov.in and subsequently send a physical copy of the e-form along with its acknowledgement, duly signed, to the Company along with the requisite documents enumerated in the said eform IEPF-5. No claims shall lie against the Company, in respect of the dividend / shares, so transferred. Members may also kindly refer to the Refund Procedure for claiming the aforementioned amounts & shares transferred to the IEPF Authority, as detailed / given on www.iepf.gov.in

Whilst the Company has already written to the Members, informing them about the due date for transfer of shares to IEPF, the attention of the shareholders is once again drawn to this matter through the Annual Report. The data on unpaid / unclaimed dividend and shares is also available on the Company''s website at www.adorwelding.com. Investors, who have not yet encashed their unclaimed / unpaid dividend amounts are requested to correspond with the

Company''s Registrar and Share Transfer Agent, at the earliest. Those Members / Shareholders, who do not remember / recollect having encashed their dividend, can also check the "List of Unpaid Dividends" on the website of the Company.

38. HUMAN RESOURCE (EMPLOYEES)

At AWL, employee well-being is of utmost importance. The Company has a structured induction process at all its locations and undertakes training programs to upgrade skills / knowledge of its employees. Objective appraisal systems, based on key result areas (KRAs), are in place for its employees. AWL believes in harnessing the potential of the employees, by providing them adequate training, opportunities and inclusive work culture, in order to achieve Company''s goal, in line with the overall employee development. The industrial relations at all the Plants and Offices of the Company continue to remain harmonious, cordial and peaceful.

During the financial year under review, special pay-outs were made / given / disbursed to all off-roll / Casuals, AWL contract and "on-roll" employees, on the 70^th anniversary of your Company. Such initiatives are great motivation / boaster for the employees as well as small token of appreciation for the efforts of the employees in the overall growth & development of your Company.

Statement containing particulars of top 1 0 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, if any, is provided in the Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said Statement is also open for e-inspection / physical inspection, 21 (twenty one) days before and up to the date of the ensuing 69^th Annual General Meeting, during

the business hours on working days. Any Member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees, listed in the said Annexure, are related to any of the Directors of the Company or to each other. None of the employees hold (by himself / herself or along with his / her spouse and dependent children) more than 02% (two percent) of the Equity Shares of the Company.

The on-roll manpower strength of the Company, as at the date of this Report, is 535.

39. MATERIAL CHANGES & COMMITMENTS

There were no material changes affecting the financial position of the Company subsequent to the close of the financial year 2021-22, till 20^th May, 2022 i.e. the date of this report, except appointment of an Independent Director, subject to the approval of the Shareholders.

40. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY

The Board has adopted policies & procedures of governance for orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention & detection of frauds and errors, accuracy & completeness of the accounting records and timely preparation of reliable financial disclosures. AWL has an effective internal control system, which is constantly assessed and strengthened. The Company''s financial internal control systems are commensurate with the nature of its business, the size and complexity of its operations.

The Internal Auditor reports to the Audit Committee. The Audit committee defines the scope and authority of the Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and the corresponding corrective actions are thereafter presented to the Audit Committee on quarterly basis and as & when required.

41. REPORTING OF FRAuDS

There were no instances of fraud, during the financial year 2021-22, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

42. PREVENTION OF INSIDER TRADING CODE

Your Company has adopted the Code of Conduct for Prevention of Insider Trading (PIT) for dealing / trading in the Securities of the Company, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices is also uploaded on the website of the Company at the following weblink: https://www.adorwelding. com/wp-content/uploads/2021/10/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-Unpublished-Pric....pdf

All the Directors, employees and third parties such as auditors, consultants etc. who could have access to the Unpublished Price Sensitive Information (UPSI) of the Company are governed by this code. The objective of the PIT Code is to protect the interest of the shareholders at large, to prevent misuse of any unpublished price sensitive information and to prevent any insider trading activity by / while dealing in shares of the Company by its Designated Persons and their immediate relatives. The trading window is closed during the time of declaration of results and occurrence of any material events, as per the Code. The Company Secretary & Compliance Officer, is responsible for setting forth procedures and implementation of the Code for trading in the Company''s securities.

43. ENVIRONMENT & HEALTH

Your Company is conscious of the importance of environmentally clean and safe operations. AWL has undertaken various initiatives, which contribute towards sustainable development. Your Company strives to operate, after taking into consideration various environmental, social and governance initiatives / guidelines / laws, in order to achieve maximum output by optimum utilization of available resources, in environment friendly manner / ways.

44. ANNUAL LISTING FEES

The Company affirms that the annual listing fees for the financial year 2022-23 have been paid to both M/s. National Stock Exchange of India Limited (NSE) and M/s. BSE Limited (Bombay Stock Exchange).

Your Company has also paid its annual custodial fees to M/s. National Securities Depository Limited (NSDL) and M/s. Central Depository Services (India) Limited (CDSL).

45. ACKNOWLEDGEMENT

FY 2021-22. Your Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers, Service Providers, Bankers, various Government Organizations / Agencies & the Shareholders and look forward to their continued support and co-operation in the future, as well.

For and on behalf of the Board

Ninotchka Malkani Nagpal Executive Chairman (DIN: 00031985)

Place: Mumbai Date: 20^th May, 2022

Mar 31, 2018

To,

The Members,

The Directors take pleasure in presenting the Sixty Fifth Annual Report of the Company and the Audited Statements of Accounts for the financial year ended 31^st March, 2018.

1.0 FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Sr.	Key Financial Indicators	For the	For the	For the	For the
No.		year ended	year ended	year ended	year ended
		31^s1 March 2018	31 st March 2017	31^s1 March 2018	31^st March 2017
		Standalone		Consolidated
1.1	Sales & Other Income	46,745	45,083	46,791	45,157
1.2	(Net of Excise Duty, Discounts & Incentives) Profit before Interest, Depreciation,Tax & Other Comprehensive Income	4,363	3,946	4,359	3,930
1.3	(OCI) Profit before Tax & before OCI	2,825	2,720	2,810	2,689
1.4	Provision for Tax (including Deferred Tax)	969	908	969	904
1.5	Profit after Tax & before OCI	1,856	1,812	1,841	1,785
1.6	Profit after Tax (PAT) & after OCI	1,849	1,815	1,834	1,788

2.0 DIVIDEND AND RESERVES

2.1 The Board of Directors is pleased to recommend a Dividend of 50% (i.e. @ Rs.5/- per Equity Share) for the Financial Year (FY) 2017-18, subject to the approval of the Members. Dividend for the previous FY 2016-17 was declared @ 50% (i.e. @ Rs. 5/- per Equity Share)*.

2.2 The Dividend for FY 2017-18 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the cut-off date for dividend payment.

2.3 The Board recommends transfer of Rs. 186 Lakhs (Rs. 187 Lakhs)* to General Reserve.

(*Figures in brackets indicate previous year)

3.0 OPERATIONS

In FY 2017-18, the total Sales and Other Income went up by 3.70%. The year ended with Sales and Other Income of Rs. 46,745 Lakhs (Rs. 45,083 Lakhs)*.

The Companyâs net Sales and Other Income during FY 2017-18 comprised of the following:

3.1 Welding Consumables at Rs. 30,585 Lakhs (Rs. 28,318 Lakhs)*

3.2 Equipment & Project Engineering at Rs.15,189 Lakhs (Rs.15,827 Lakhs)*

3.3 Other Income of Rs. 971 Lakhs mainly comprised of FOREX gain, interest, rent & export incentives etc. (Rs.938 Lakhs)*

(*Figures in brackets indicate previous year).

4.0 CAPEX

The Company incurred CAPEX of Rs. 1,170 Lakhs during the Financial Year 2017 - 18. The Capital work -in - progress as at 31^st March, 2018 was Rs. 77 Lakhs. CAPEX planned for FY 2018 - 19 is Rs. 2,119 Lakhs, mainly for the following:-

(a) Automation / mordenisation at Consumables and Equipment Plants.

(b) Plant and Machinery for capacity expansion of certain products, and also for improvement of âproductivity and in process qualityâ and reduction in process loss.

(d) Analytical Instruments for R&D.

(e) IT Compliances.

(f) Solar power plant.

5.0 SUBSIDIARY COMPANY Ador Welding Academy Pvt. Ltd. (AWAPL)

AWAPL, a Wholly Owned Subsidiary of the Company, focuses on creating a pool of skilled welding technicians and professionals to serve a cross-section of industries in the infrastructure sector and also renders consulting services to corporates on setting up / improving their welding processes. AWAPL registered a total revenue of Rs. 73.72 Lakhs (Rs. 103.36 Lakhs)*, with a net loss (before exceptional items & tax) of Rs. 14.67 Lakhs (Rs. 30.82 Lakhs)*.

(*Figures in brackets indicate previous year)

6.0 CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements relate to Ador Welding Ltd. and its wholly owned subsidiary, Ador Welding Academy Pvt. Ltd. These consolidated financial statements are prepared in compliance with all the applicable Accounting Standards. The standalone financial statements of AWAPL are posted onto the website of the Company at the weblink below:

http://www.adorwelding.com/images/pdf/AWAPL-Financials-FY-2017-18-1.pdf

Hence the same are not annexed with this 65^th Annual Report. The Annual Accounts and other related information of the said Subsidiary Company will also be made available to the shareholders of the Holding Company. The Annual Accounts of the Subsidiary Company are available for inspection to the shareholders at the registered office of the Company and your Company shall furnish a physical copy of accounts of subsidiary to any shareholder of the Company, on request.

7.0 RISK MANAGEMENT

Your Company has formulated an Enterprise Risk Management (ERM) framework, to manage various financial & non-financial risks, and also operational & non - operational risks amongst other things.

The Company has also adopted ERM Policy, which helps to continuously assess & monitor the risks assumed by the Company. The processes are in place for identifying, evaluating and managing the risks. Based on the ERM Policy, the Board further states that there are no elements of risks, which threaten the existence of the Company

8.0 RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions is approved by the Board of Directors and the same is uploaded on the Companyâs website:

http://www.adorwelding.com/images/pdf/corporate_policies/RPT_policy.pdf

During FY 2017-18, the Company entered into certain Related Party Transactions, in the ordinary course of business and on arms length basis, with prior approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions with the related parties, which are foreseen & repetitive in nature. A detailed summary of Related Party Transactions vis-a-vis the omnibus approval is placed before the Audit Committee for its review on a quarterly basis.

There are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

9.0 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(2) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return is appended hereto as Annexure - I, and forms part of this Report.

10.0 CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its CSR initiatives, the Company spent Rs. 32.87 Lakhs during FY 2017-18 out of the budgeted CSR expenditure of Rs. 58.43 Lakhs, on various projects in the following areas:

- Promoting Health Care Including Preventive & Mental Health Care

- Vocational Training for poor & needy.

- Promoting education for underprivileged women.

The said CSR projects are in accordance with Schedule VII to the Companies Act, 2013. The Company considers social responsibility as an integral part of its activities and endeavors to utilize allocable CSR budget for the benefit of society. An unspent amount of Rs. 25.56 Lakhs was recorded by the Company at the end of the financial year ended 31st March, 2018, as it could not conclude appropriate propositions / projects which could have created an impact on the well being of the community, especially in the Governmentâs initiative of âUpskilling Indiaâ. The Company is, nevertheless, committed to continually explore new opportunities, in alignment with its CSR philosophy & policy, to spend the prescribed CSR amount in the subsequent years.

The Annual Report on CSR activities is annexed hereto as Annexure - II.

The composition of the CSR Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

11.0 LOANS & GUARANTEES

The 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

12.0 FIXED DEPOSITS

The Company has neither accepted nor renewed Fixed Deposits during FY 2017-18 and FY 2016-17.

13.0 INSURANCE

The properties / assets of the Company are adequately insured.

14.0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure - III.

15.0 CORPORATE GOVERNANCE

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from FY 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per the Listing Agreement executed with the Stock Exchanges for the period 01^st April, 2017 to 31^st March, 2018 pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a separate Report is attached hereto as Annexure - IV.

The Corporate Governance Compliance Certificate received from M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, is also attached to this Report.

The Management Discussion and Analysis Report (MDA), as mandated under Schedule V of SEBI (LODR) Regulations, 2015, is also attached to this Report as Annexure - V.

16.0 SIGNIFICANT AND MATERIAL ORDERS

During FY 2017-18, there were no significant orders passed against the Company by the regulators or courts or tribunals, impacting the going concern status and the Companyâs operations in future.

17.0 NOMINATION & REMUNERATION POLICIES

As required under the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Company has adopted the policies for Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, etc. The details of the Remuneration Policy for Directors are explained in the Corporate Governance Report, attached hereto as Annexure - IV.

18.0 INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declaration of their independence, as required under Section 149(6) of the Companies Act, 2013.

19.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL

19.1 The Board of Directors of the Company, at its Meeting held on 27^th April, 2018, re-appointed Mrs. N. Malkani Nagpal (DIN: 00031985) as the Whole-Time Director, for a period of 3 years, w.e.f. 07^th May, 2018, subject to the approval of the Members at the ensuing Annual General Meeting.

19.2 The Board of Directors of the Company, at its Meeting held on 27^th April, 2018, re-appointed Mr. S. M. Bhat (DIN: 05168265) as the Managing Director, for a period of 3 years, w.e.f. 11^th May, 2018, subject to the approval of the Members at the ensuing Annual General Meeting.

19.3 Mr. R. A. Mirchandani (DIN: 00175501) and Mr. D. A. Lalvani (DIN: 01771000), Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

19.4 The Board of Directors, pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment and Qualification of Directors) Rules 2014, has received Form MBP-1 and Consent to act as a Director in Form DIR-2, from Mrs. N. Malkani Nagpal, Mr. S. M. Bhat, Mr. R. A. Mirchandani, & Mr. D. A. Lalvani.

19.5 Necessary Resolutions for re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposed appointees are mentioned in the Appendix to the Explanatory Statement annexed to the Notice.

20.0 DIRECTORS PERFORMANCE EVALUATION

The Company has completed a formal annual performance evaluation, by the Board of its own performance & that of its committees and individual Directors, including the Executive Chairman and the Independent Directors. The manner of evaluation has been explained in the Corporate Governance Report in Annexure - IV.

21.0 DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company 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, if any;

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 & fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that 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 & detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

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

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

22.0 AUDIT COMMITTEE AND ITS RECOMMENDATIONS

The composition of the Audit Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV

The Board has accepted all the recommendations of the Audit Committee and hence there is no further explanation to be provided for, in this Report.

23.0 NUMBER OF BOARD MEETINGS

The Company has conducted 4 (four) Board meetings during FY 2017-18 and the details thereof are covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV

24.0 STATUTORY AUDITORS

At the 62^nd Annual General Meeting held on 30^th July, 2015, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (FRN: 001076N / N500013) were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting, to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors need to be placed for ratification at every subsequent Annual General Meeting since their first appointment. However, pursuant to the notification dated 07^th May, 2018 of the Companies (Amendment) Act, 2017, the said appointment is not required to be ratified every year so long as the Auditors are eligible & qualified to be appointed. In this regard, the Company has received a communication from the Auditors to the effect that their appointment is in accordance with the provisions of Section 141 of the Companies Act, 2013.

25.0 STATUTORY AUDITORâS REPORT

There are no qualifications in the Auditorâs Report & therefore there are no further explanations to be provided for in this Report.

26.0 SECRETARIAL AUDITOR & ITS REPORT

The Board of Directors had appointed M/s. N. L. Bhatia & Associates, (Unique Identification Number: P1996MH055800), a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2017 - 18. The Secretarial Audit Report is annexed herewith as Annexure - VI. There are no qualifications in the said Report and therefore no explanations are provided in this Report.

27.0 COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board of Directors had appointed M/s. Kishore Bhatia & Associates, Cost Accountant, Mumbai, as the Cost Auditor of the Company for FY 2017-18.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

27.1 Name of the Cost Auditor: M/s. Kishore Bhatia & Associates

27.2 Address: 701/702, D-Wing, Neelkanth Business Park, Nathani Road, Vidhyavihar (West), Mumbai - 400 086, Maharashtra, India.

27.3 Membership No.: 31166

27.4 Firm Regn. No.: 00294

27.5 Due date for submitting Cost Audit Report for FY 2016-17 by the Cost Auditor with the Company: Within 180 days from the end of the financial year (by 30^th September, 2017).

27.6 Actual Date of filing of Cost Audit Report for FY 2016-17 with the Central Government: 06^th September, 2017

The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (Firm Registration No. 00294) as the Cost Auditors for FY 2018-19 also. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2018-19, is being placed before the Members at the ensuing Annual General Meeting, for ratification. Accordingly, a Resolution seeking Membersâ ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditors is included as Item No. 7 of the Notice convening the Annual General Meeting.

28.0 VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has framed a policy on Vigil Mechanism-cum-Whistle Blower, which enables any Director / employee of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the Chairman of the Audit Committee, as a Protected Disclosure. The detailed policy is also posted on the Companyâs intranet Portal SANVAD and onto its website at

http://www.adorwelding.com/images/pdf/corporate_policies/whistle_Blower_cum_Vigil_Mechanism_Policy.pdf

29.0 POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy under âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â and also has a Committee to look into the Complaints, if received. During FY 2017-18, the Company carried out various awareness programs on this subject. No complaints were received by the Committee during FY 2017-18.

30.0 EMPLOYEES

30.1 The industrial relations at all the Plants and Offices of the Company continue to remain harmonious, cordial and peaceful.

30.2 The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed herewith as Annexure - VII.

30.3 The on roll manpower strength of the Company as at the date of this Report is 548.

31.0 ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution and spirit of dedication shown by the employees at all levels during FY 2017-18. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers, Service Providers, Bankers, various Government Organisations / Agencies & Shareholders and look forward to their continued support and co- operation in future also.

For and on behalf of the Board

Aruna B. Advani

Place: Mumbai Executive Chairman

Date: 30^th May, 2018 (DIN: 00029256)

Mar 31, 2017

To,

The Members,

The Directors take pleasure in presenting the Sixty Fourth Annual Report of the Company and the Audited Statements of Accounts for the financial year ended 31^st March, 2017.

1.0 FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Sr.	Key Financial	For the	For the	For the	For the
No.	Indicators	year ended	year ended	year ended	year ended
		31^st March 2017	31^st March 2016	31^st March 2017	31^st March 2016
		Standalone		Consolidated
1.1	Sales & Other Income (Net of Excise Duty, Discounts & Incentives)	44,997	41,239	45,075	41,362
1.2	Profit before Interest, Depreciation, Tax & Exceptional Items	4,034	4,630	4,022	4,620
1.3	Profit before Tax & Exceptional Items	2,812	3,378	2,785	3,354
1.4	Exceptional Items	-	(195)	-	(195)
1.5	Provision for Tax (including Deferred Tax)	945	918	941	920
1.6	Profit after Tax (PAT) & Exceptional Items	1,867	2,265	1,844	2,239

2.0 DIVIDEND AND RESERVES

2.1 The Board of Directors is pleased to recommend a Dividend of 50% (i.e. @ Rs.5/- per Equity Share) for the Financial Year (FY) 2016-17, subject to the approval of the Members. Dividend for the previous FY 2015-16 was declared @ 50% (i.e. @ Rs.5/- per Equity Share)*.

2.2 The Dividend for FY 2016-17 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the cut off date for dividend payment.

2.3 The Board recommends transfer of Rs.187 Lakhs (Rs.227 Lakhs)* to General Reserve. (*Figures in brackets indicate previous year).

3.0 OPERATIONS

In FY 2016-17, the total Sales and Other Income went up by 9.11 %. The year ended with Sales and Other Income of Rs.44,997 Lakhs (Rs.41,239 Lakhs)*.

The Companyâs Sales and Other Income during FY 2016-17 comprised of the following:

3.1 Welding Consumables at Rs.28,235 Lakhs (Rs.27,470 Lakhs)* recorded a marginal growth of about 2.78% over the previous year.

3.2 Equipment & Project Engineering at Rs.15,822 Lakhs (Rs. 13,213 Lakhs)* was higher by about 19.75% over the previous year.

3.3 Other Income of Rs.940 Lakhs mainly comprised of FOREX gain, interest, rent income and profit on sale of investments etc. (Rs.556 Lakhs)*.

(*Figures in brackets indicate previous year).

4.0 CAPEX

The Company incurred CAPEX of Rs.1,381 Lakhs and Capital work - in - progress as at 31^st March, 2017 was Rs. 402 Lakhs. CAPEX planned for FY 2017- 18 is Rs.1,476 Lakhs, mainly for the following:-

(a) Automation at Consumables and Equipment Plants.

(b) Production Equipment to balance lines for achieving capacity levels.

(d) Replacement of Old Machinery.

(e) Analytical Instruments for R&D.

(f) IT Compliances.

5.0 SUBSIDIARY COMPANIES

5.1 Ador Welding Academy Pvt. Ltd. (AWAPL)

AWAPL, a Wholly Owned Subsidiary of the Company, focuses on creating a pool of skilled welding technicians and professionals to serve a cross-section of industries in the infrastructure sector and also renders consulting to corporates on setting up / improving their welding processes. AWAPL registered a total revenue of Rs.103 Lakhs (Rs.158 Lakhs)*, with a net loss (before exceptional and extraordinary items & tax) of Rs.27 Lakhs (Rs.24 Lakhs)*.

(*Figures in brackets indicate previous year).

Mr. Raman Kumar, Chairman of AWAPL, resigned from the Board of AWAPL and he is being relieved on 1 0^th May, 2017. The Board appreciates and acknowledges the contributions made & efforts taken by Mr. Raman Kumar in setting up AWAPL and also for the assistance & guidance provided by him during his tenure as the Director / Chairman of AWAPL.

The Board of Directors of the Company nominated Mr. Satish M. Bhat (DIN: 05168265) onto the Board of AWAPL as an âAdditional Directorâ with effect from 09^th May, 2017, as a replacement of Mr. Raman Kumar and requested him to take the Company forward to achieve its objective & goals.

5.2 Plasma Laser Technologies Ltd. (PLT)

During FY 2013-14, the Company had recognised diminution in the value of its investment in PLT and had fully provided for t he same in the financial accounts. In FY 2014-15, a Petition for liquidation of PLT was filed by the employees of PLT with the District Court sitting in Nazareth, Israel. In view of this & orders of District Court of Nazareth, the authority to operate & manage PLT vests with the Court. The due process of law for liquidation is still in progress. Your Company does not foresee any further liability to devolve on it.

6.0 CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements relate to Ador Welding Ltd. and its wholly owned subsidiary, Ador Welding Academy Private Ltd. These consolidated financial statements are prepared in compliance with all the applicable Accounting Standards. The standalone financial statements of AWAPL are posted onto the website of the Company at the weblink below: http://www.adorwelding.com/images/pdf/ key_financials/2017/Ador-Welding-Academy-Pvt.-Ltd---Financial-Statements-for-FY-2016-17. Pdf and hence the same are not annexed with this 64^th Annual Report.

The Annual Accounts and other related information of the said Subsidiary Company will also be made available to the shareholders of the Holding Company.

The Annual Accounts of the Subsidiary Company are available for inspection to the shareholders at the registered office of the Company and your Company shall furnish a physical copy of accounts of subsidiary to any shareholder of the Company, on request.

7.0 RISK MANAGEMENT

Your Company has formulated an Enterprise Risk Management (ERM) framework, to manage various financial & non-financial risks, amongst other things.

8.0 RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions is approved by the Board of Directors and the same is uploaded on the Companyâs website: http://www.adorwelding.com/images/pdf/ corporate_policies/RPT_policy.pdf

During FY 2016-17, the Company entered into certain Related Party Transactions, in the ordinary course of business and on arms length basis, with prior approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions with the related parties, which are foreseen & repetitive in nature. A detailed summary of Related Party Transactions vis-a-vis the omnibus approval is placed before the Audit Committee & the Board of Directors for their review on a quarterly basis.

9.0 EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return is appended hereto as Annexure - I, and forms part of this Report.

10.0 CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its CSR initiatives, the Company spent Rs. 41.18 Lakhs during FY 2016-17 out of the budgeted CSR expenditure of Rs. 51.67 Lakhs, on various projects in the following areas:

- Promoting education among children, women and underprivileged, including special education & employment enhancing vocation skills, including skill development.

- Promoting sanitation, hygiene and making available safe drinking water or means for the same, to the underprivileged.

The said CSR projects are in accordance with Schedule VII to the Companies Act, 2013. The unspent amount as of 31^st March, 2017 was Rs. 10.49 Lakhs. The said unspent CSR amount was not utilized as the Company did not receive any appropriate / suitable CSR proposals as per its Corporate Social Responsibility Policy.

The Annual Report on CSR activities is annexed hereto as Annexure - II.

The composition of the CSR Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

11.0 LOANS & GUARANTEES

The 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.

12.0 FIXED DEPOSITS

The Company has neither accepted nor renewed Fixed Deposits during FY 2016-17 and FY 2015-16.

13.0 INSURANCE

The properties / assets of the Company are adequately insured.

14.0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

15.0 CORPORATE GOVERNANCE

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from FY 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per the Listing Agreement executed with the Stock Exchanges for the period 01^st April, 2016 to 31^st March, 2017 pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 and a separate Report is attached hereto as Annexure - IV.

The Corporate Governance Compliance Certificate received from M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, is also attached to this Report.

The Management Discussion and Analysis Report, as mandated under Schedule V of SEBI (LODR) Regulations, 2015 is also attached to this Report as Annexure V.

16.0 SIGNIFICANT AND MATERIAL ORDERS

During FY 2016-17, there were no significant orders passed against the Company by the regulators or courts or tribunals, impacting the going concern status and the Companyâs operations in future.

17.0 NOMINATION & REMUNERATION POLICIES

18.0 INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declaration of their independence, as required under Section 149 (6) of the Companies Act, 2013.

19.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL

19.1 Ms. Aruna. B. Advani (DIN: 00029256) and Mrs. N. Malkani Nagpal (DIN:00031985), Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

The Board of Directors, pursuant to Section 152 of the Companies Act, 2013 & Rule ⁸ of the Companies (Appointment and Qualification of Directors) Rules 2014, has received Form MBP-1 and Consent to act as a Director in Form DIR-2, from Ms. Aruna. B. Advani & Mrs. N. Malkani Nagpal.

19.2 Necessary Resolutions for re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposed ^appointees are mentioned in the Appendix to the Explanatory Statement annexed to the Notice.

20.0 DIRECTORS PERFORMANCE EVALUATION

The Company has completed a formal annual performance evaluation, by the Board of its own performance & that of its committees and individual Directors, including the Executive Chairman & the Independent Directors. The manner of evaluation has been explained in the Corporate Governance Report in Annexure - IV.

21.0 DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company 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, if any;

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 & detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

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

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

22.0 AUDIT COMMITTEE AND ITS RECOMMENDATIONS

The composition of the Audit Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

The Board has accepted all the recommendations of the Audit Committee and hence there is no further explanation to be provided for, in this Report.

23.0 NUMBER OF BOARD MEETINGS

The Company has conducted 4 (four) Board meetings during FY 2016-17 and the details thereof are covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

24.0 STATUTORY AUDITORS

At the 62^nd Annual General Meeting held on 30^th July, 2015, M/s. Walker Chandiok & Co. LLP Chartered Accountants, (FRN: 001076N / N500013) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting, to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every subsequent Annual General Meeting since their first appointment. Accordingly, the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a communication from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

25.0 STATUTORY AUDITORâS REPORT

There are no qualifications in the Auditorâs Report & therefore there are no further explanations to be provided for in this Report.

26.0 SECRETARIAL AUDITOR & ITS REPORT

The Board of Directors had appointed M/s. N. L. Bhatia & Associates, (Unique Identification Number: P1996MH055800), a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 201 61 7. The Secretarial Audit Report is annexed herewith as Annexure - VI. There are no qualifications in the said Report and therefore no explanations are provided in this Report.

27.0 COST AUDITOR

Pursuant to the provisions of Section 1 48 of the Companies Act, 201 3, the Board of Directors had appointed M/s. Kishore Bhatia & Associates, Cost Accountant, Mumbai, as the Cost Auditor of the Company for FY 2016-17.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

27.1 Name of the Cost Auditor: M/s. Kishore Bhatia & Associates

27.2 Address: 701/702, D-Wing, Neelkanth Business Park, Nathani Road, Vidhyavihar (West), Mumbai - 400 086, Maharashtra,India.

27.3 Membership No.: 31166

27.4 Firm Regn. No. : 00294

27.5 Due date for filing Cost Audit Report (XBRL) for FY 2015-16 by the Cost Auditor with the Central Government: Within 180 days from the end of the financial year (30^th September, 2016).

27.6 Actual Date of filing of Cost Audit Report for FY 2015-16 with the Central Government: 19^th September, 2016

The Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (Firm Registration No. 00294) as the Cost Auditors for FY 2017-18 also. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2017-18, is being placed before the Members at the ensuing Annual General Meeting, for ratification. Accordingly, a Resolution seeking Membersâ ratification for the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Auditors is included as Item No. 6 of the Notice convening the Annual General Meeting.

28.0 VIGIL MECHANISM & WHISTLE BLOWER POLICY

29.0 POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also formed a Committee to look into the Complaints, if received. During FY 2016-17, the Company carried out various awareness programs on this subject. No complaints were received by the Committee during FY 2016-17.

30.0 EMPLOYEES

30.1 The industrial relations at all the Plants and Offices of the Company continue to remain harmonious, cordial and peaceful.

30.3 The manpower strength of the Company as at the date of this Report is 601.

31.0 ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution and spirit of dedication shown by the employees at all levels during FY 2016-17. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers, Service Providers, Bankers, various Government Organisations / Agencies & Shareholders and look forward to their continued support and cooperation in future also.

For and on behalf of the Board

Aruna B. Advani

Place: Mumbai Executive Chairman

Date: 09^th May, 2017 (DIN: 00029256)

Mar 31, 2015

The Members,

The Directors take pleasure in presenting the Sixty Second Annual Report of the Company and the Audited Statement of Accounts for the financial year ended 31st March, 2015.

1.0 FINANCIAL PERFORMANCE

(Rs. in lacs) Standalone Key Financial Indicators For the For the year ended year ended 31st March, 2015 31st March, 2014

Sales & Other Income (Net of Excise Duty, Discounts & Incentives) 38,953 37,341

Profit Before Interest & Depreciation 3,373 4,195

Profit Before Tax (PBT) 2,016 2,850

Exceptional items 2,811 (1,478)

Provision for Tax (including Deferred Tax) 1,590 949

Profit After Tax (PAT) 3,237 423

(Rs. in lacs) Consolidated Key Financial Indicators For the For the year ended year ended 31st March, 2015 31st March, 2014

Sales & Other Income (Net of Excise Duty, Discounts & Incentives) 39,045 37,623

Profit Before Interest & Depreciation 3,332 3,173

Profit Before Tax (PBT) 1,963 1,736

Exceptional items 2,817 (1,296)

Provision for Tax (including Deferred Tax) 1,594 951

Profit After Tax (PAT) 3,186 (511)

2.0 DIVIDEND AND RESERVES

2.1 The Board of Directors is pleased to recommend a Dividend of 50% (i.e. @ Rs.5/- per Equity Share) for the financial year (FY) 2014-15, subject to the approval of the Members. Dividend for the previous FY 2013- 14 was declared @ 50% (i.e. @ Rs.5/- per Equity Share).

2.2 The Dividend for FY 2014-15 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book Closure for dividend payment.

2.3 The Board recommends transfer of Rs. 324 Lacs (Rs. 42 Lacs)* to the General Reserve, and the balance of Rs. 5,271 Lacs (Rs. 3,284 Lacs)* for retention in the Profit & Loss Account. (*Figures in brackets indicate previous year).

3.0 OPERATIONS

In FY 2014-15, the total Sales and Other Income went up by 4.32%. The year ended with Sales and Other Income of Rs. 38,953 Lacs (Rs. 37,341 Lacs).

The Company's Sales and Other Income during FY 2014-15 comprised of the following:

3.1 Welding Consumables at Rs. 27,181 Lacs (Rs. 27,532 Lacs)*- Due to severe competition witnessed in the Welding Industry over last year & core industrial sector showing de- growth, Domestic Sales of Consumables recorded a degrowth of over 1.27% compared to the previous year.

3.2 Equipment & Project Engineering at Rs.11,313 Lacs (Rs. 9,303 Lacs)* - The Welding Equipment & Project Engineering Business was higher by over 21% compared to the previous year, due to better performance of Project Engineering division.

3.3 Other Income at Rs. 459 Lacs (Rs. 506 Lacs)*. (*Figures in brackets indicate previous year).

4.0 CONSOLIDATION OF MANUFACTURING OPERATIONS

The Company has decided to suspend its

manufacturing activities for certain product lines at Chennai and has partially relocated its manufacturing activities from Chennai to Silvassa & Raipur Plants, on account of economies of scale, by optimizing the available resources, which will help the Company enhance operational efficiencies. The employees at Chennai Plant are also being relocated to Silvassa & Raipur Plants. The Company doesn't anticipate any disruption in supply of its products due to this relocation / consolidation of operations, as the Company has adequate production capacities for consumables at Raipur & Silvassa.

5.0 CAPEX

The Company completed CAPEX of Rs. 933 Lacs and CAPEX of Rs.160 Lacs is in various stages of progress.The entire CAPEX programme of FY 2014- 15 shall be completed by the end of June 2015. For FY 2015-16, the CAPEX has been budgeted at Rs.1,250 Lacs, mainly for -

(a) Automation at Consumables and Equipment Plants.

(b) Production Equipments to balance lines for achieving capacity levels.

(c) Production related Equipment to improve "in process quality and deviation control" towards six-sigma levels.

(d) Analytical Instruments for R&D.

6.0 SUBSIDIARY COMPANIES

6.1 Ador Welding Academy Pvt. Ltd. (AWAPL)

AWAPL, a Wholly Owned Subsidiary of the Company, focuses on creating a pool of skilled welding technicians who will serve the cross-section of infrastructure building- related industries. AWAPL registered a total revenue of Rs. 131 Lacs (Rs. 77 Lacs)*, with net loss of Rs. 53 Lacs (Rs. 66 Lacs)*

(*Figures in brackets indicate previous year).

6.2 Plasma Laser Technologies Ltd. (PLT)

During FY 2013-14, the Company had recognised diminution in the value of its investment in PLT and had fully provided for the same in the financial accounts. In the current year 2014 -15, a Petition for liquidation of PLT was filed by the employees of PLT with the District Court sitting in Nazareth, Israel. In view of this & orders of District Court of Nazareth, the authority to operate & manage PLT now vests with the Court. The due process of law for liquidation is in progress. Your Company does not foresee any further liability to devolve on the Company.

7.0 CONSOLIDATED FINANCIAL STATEMENTS

In the previous FY 2013-14, the consolidated financial statements presented by the Company included financial information of its subsidiaries PLT & AWAPL. In the current year 2014-15, as mentioned in para 6.2, PLT has gone into liquidation. As a result, the power & authority to manage / operate PLT vests with the District Court of Nazareth. The Company, therefore, in the current year 2014-15 has presented the Consolidated Accounts without financial information of PLT. These consolidated financial statements are prepared in compliance with the applicable Accounting Standards. The standalone financial statements of AWAPL are posted onto the website of the Company http://www.adorwelding.com/site/key-financial- and-shareholding-pattern.html and hence the same are not annexed with this 62nd Annual Report. The Annual Accounts and other related information of the said Subsidiary Company will also be made available to the shareholders of the Holding Company. The Annual Accounts of the Subsidiary Company are available for inspection by the shareholders at the registered office of the Company and your Company shall furnish a physical copy of the detailed accounts of subsidiary to any shareholder, on request.

8.0 RISK MANAGEMENT

Your Company has put in place the Enterprise Risk Management framework, to manage the various financial & non-financial risks, amongst other things.

The Company has also adopted Enterprise Risk Management (ERM) Policy, which helps to continuously assess & monitor the risks assumed by the Company. The processes are in place for identifying, evaluating and managing the risks. Based on the ERM Policy, the Board further states that there are no elements of risks which threaten the existence of the Company.

9.0 RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions is approved by the Board of Directors and the same is uploaded on the Company's website :

http://www.adorwelding.com/site/docs/RPT%20

Policy.pdf

During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arms length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval along with the Annual Budget for the transactions with the related parties, which are of foreseen & repetitive nature. A detailed summary of Related Party Transactions vis-a-vis the omnibus approval, is placed before the Audit Committee & the Board of Directors for their review on a quarterly basis.

There are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationships or transactions vis-a- vis the Company.

10.0 EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) and 134 (3) (a) of the Companies Act, 2013, read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return is appended hereto as Annexure - I, and forms part of this Report.

11.0 CORPORATE SOCIAL RESPONSIBILITY

The composition of Corporate Social Responsibility (CSR) Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

As part of its initiatives under "Corporate Social Responsibility", the Company has undertaken various projects in the areas of Education (Skill development) and Women Empowerment. These projects are largely in accordance with Schedule VII to the Companies Act, 2013. During the year, out of the budgeted expenditure of Rs. 51.87 Lacs, approx. Rs. 5.30 Lacs remained unspent, since certain proposals were under consideration as of 31st March 2015. The Annual Report on CSR activities is annexed hereto as

Annexure - II.

12.0 LOANS & GUARANTEES

During FY 2014-15, your Company has provided Bank Guarantee / Corporate Guarantee of Rs. 100 Lacs for the working capital limits of M/s. Ador Welding Academy Private Limited (AWAPL), the Wholly Owned Subsidiary Company. 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.

13.0 FIXED DEPOSITS

The Company has neither accepted nor renewed Fixed Deposits during FY 2014-15 and in FY 2013-14.

14.0 INSURANCE

The properties / assets of the Company are adequately insured.

15.0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The information required under Section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure - III.

16.0 CORPORATE GOVERNANCE

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from FY 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached hereto as Annexure - IV.

The Corporate Governance Compliance Certificate received from M/s. Dalal & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached to this Report.

The Management Discussion and Analysis Report, as mandated under the Code of Corporate Governance, is also attached to this Report as Annexure - V.

17.0 COURT ORDERS

During FY 2014-15 there were no significant orders passed against the Company by the regulators or courts or tribunals, impacting the going concern status and Company's operations in future.

18.0 NOMINATION & REMUNERATION POLICIES

As required under the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 the Company has adopted the policies for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, etc. The details of Remuneration Policy for Directors is explained in the Corporate Governance Report.

19.0 INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declaration of their independence, as required under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

20.0 DIRECTORS

20.1 During FY 2014-15 the following changes occurred in the composition of the Board of Directors of the Company:

(a) Mr. Vippen Sareen, (DIN 00057599) Non-Executive & Independent Director, retired from the Board on attaining superannuation at the age of 65 years on 07th July, 2014 and thus ceased to be a Director of the Company. Mr. Sareen was appointed as Director on 23rd October, 2010 and was on the Board for 4 years. The Board places on record, its sincere appreciation for the contributions of Mr. Vippen Sareen during his tenure of Directorship.

(b) Mr. Anil Harish, (DIN 00001685) Non- Executive & Independent Director, tendered his resignation on & w.e.f. 30th September 2014, which was taken on record in the meeting of the Board of Directors held on 10th November, 2014. Mr. Anil Harish was appointed as Director on the Board on 28th March, 2005 and was on the Board for over 9 years. He was also the Chairman of Audit Committee and CSR Committee. The Board places on record, its sincere appreciation for the contributions of Mr. Anil Harish during his tenure of Directorship.

(c) Mr. G. M. Lalwani (DIN 06928792) and Mr. S. G. Mirchandani (DIN 01179921) joined the Board as "Additional Directors" with effect from 10th November, 2014. They joined the Board in place of Mr. Vippen Sareen & Mr. Anil Harish, respectively. The Company has received Notices in writing from Members proposing their candidature to the Office of Directors of the Company. In the interest of the Company's continued prosperity and well-being, the Board recommends their appointments as the Independent Directors at the ensuing Annual General Meeting.

(d) The Board of Directors of the Company at its Meeting held on 07th May, 2015 appointed and re-designated Mrs. N. Malkani Nagpal (DIN 00031985) as the Whole-Time Director, for a period of 3 years, subject to the approval of the Members at the ensuing Annual General Meeting.

(e) The Board of Directors of the Company at its Meeting held on 07th May, 2015 re-appointed Mr. S. M. Bhat (DIN 05168265) as the Managing Director, for a period of 3 years, w.e.f. 11th May, 2015 subject to the approval of the Members at the ensuing Annual General Meeting (AGM).

20.2 Ms. A. B. Advani (DIN 00029256) and Mr. R. A. Mirchandani (DIN 00175501), Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

20.3 The Board of Directors, pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, has received Form MBP-1 and Consent to act as a Director in Form DIR-2, from Mr. G. M. Lalwani, Mr. S. G. Mirchandani, Mrs. N. Malkani Nagpal, Mr. S. M. Bhat, Ms. A. B. Advani and Mr. R. A. Mirchandani.

20.4 Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for appointments are mentioned in the Explanatory Statement to the Notice.

21.0 DIRECTORS PERFORMANCE EVALUATION

The Company has conducted a formal annual performance evaluation, by the Board of its own performance & that of its committees and individual Directors, including the Executive Chairman & the Independent Directors. The detailed manner of evaluation has been explained in the Corporate Governance Report in Annexure - IV.

22.0 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed, alongwith proper explanation relating to material departures, if any;

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 & fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) 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 & detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

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

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

23.0 AUDIT COMMITTEE AND ITS RECOMMENDATIONS

The composition of Audit Committee is covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

The Board has accepted all the recommendations of the Audit Committee and hence there is no further explanation to be provided for in this Report.

24.0 NUMBER OF BOARD MEETINGS

The Company has conducted 4 (four) Board meetings during FY 2014-15 and the details thereof are covered under the Corporate Governance Report, which is annexed to this Report as Annexure - IV.

25.0 STATUTORY AUDITORS

The Company's Statutory Auditors, M/s. Dalal & Shah, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting. The Audit Committee has recommended appointment of new Statutory Auditors for the Company, in view of the rotation of Auditors mandated under the Companies Act, 2013. Your Board recommends the appointment of M/s. Walker Chandiok & Co. LLP as the Statutory Auditors, at the ensuing Annual General Meeting.

26.0 STATUTORY AUDITOR'S REPORT

There are no qualifications in the Auditor's Report & therefore there are no further explanations to be provided for in this Report.

27.0 SECRETARIAL AUDITOR & ITS REPORT

The Board of Directors had appointed M/s. N. L. Bhatia & Associates, (Unique Identification Number: S1996MH016600), a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2014-15. The Secretarial Audit Report is annexed herewith as Annexure - VI. There are no qualifications in the said Report.

28.0 COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board of Directors has appointed Mr. Vishvesh Desai, Cost Accountant, Pune, as the Cost Auditor of the Company.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

28.1 Name of the Cost Auditor: CMA Vishvesh Desai

28.2 Address: 10, Prabhakarsmruti CHS Ltd., 4th Lane, Dahanukar Colony, Kothrud, Pune - 411 029, Maharashtra, India.

28.3 Membership No.: F-7330.

28.4 Firm Regn. No. : 102151

28.5 Due date for filing Cost Audit Report (XBRL) for FY 2013-14 by the Cost Auditor with the Central Government: Within 180 days from the end of the financial year.

28.6 Actual Date of filing of Cost Audit Report for FY 2013-14 with the Central Government: 14.10.2014

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor for FY 2015-16, is placed before the Members at the ensuing Annual General Meeting, for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to CMA Vishvesh Desai, Cost Auditor is included at Item No. 6 of the Notice convening the Annual General Meeting.

29.0 VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has framed a policy on Vigil Mechanism-cum-Whistle Blower, which enables any Director / employee of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the chairman of the Audit Committee, as a Protected Disclosure. The detailed policy is also posted on the Company's intranet Portal SAMVAD and onto its website http://www.adorwelding.com/site/docs/ Whistle%20Blower-cum-Vigil%20Mechanism%20 Policy.pdf

30.0 PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has adopted a policy under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Committee/s, as required under the Act & Rules made there under and has carried out awareness programs. No complaints were received by the Committees during FY 2014-15.

31.0 EMPLOYEES

31.1 The industrial relations at all the Plants and Offices of the Company continue to remain harmonious, cordial and peaceful.

31.2 The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, is annexed herewith as Annexure - VII.

31.3 The manpower strength of the Company as at the date of this Report is 679.

32.0 ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution and the spirit of dedication shown by the employees at all levels during FY 2014-15. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers / Service Providers, Bankers, various Government Organisations / Agencies & Shareholders and look forward to their continued support and co-operation in future also.

For and on behalf of the Board

Place: Mumbai A. B. Advani Date: 07th May, 2015 Executive Chairman

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Sixty First Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2014,

1.0 Einancial Performance (Rupees in Crore)

Sr. Key Financial Indicators For the For the For the For the No. year ended year ended year ended year ended 31st March, 2014 31st March, 2013 31st March, 2014 31st March, 2013 Standalone Consolidated

1.1 Sales & other Income (Net of Excise Duty, Discounts & Incentives) 373 368 376 369

1.2 Profit before Interest and Depreciation 42 40 32 38

1.3 Profit before Tax (PBT) 29 27 17 25

1.4 Exceptional Items 15 - 13 -

1.5 Provision for Tax (Net of deferred tax) 10 8 9 8

1.6 Profit after Tax (PAT) 4 19 (5) 17

2.0 Dividend and Reserves

2.1 The Board of Directors is pleased to recommend a Dividend of 50% (i.e. @ Rs.5/- per Equity Share) for the financial year (FY) 2013-14, subject to the approval of the Members. Dividend for the previous FY 2012-13 was declared @ 60% (i.e. @ Rs.6/- per Equity Share).

2.2 The Dividend for the FY 2013-14 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book Closure for Dividend payment.

2.3 The Board recommends transfer of Rs. 0.42 Crore (Rs. 2 Crore)* to the General Reserve, and the balance of Rs.33 Crore (Rs. 37 Crore)* for retention in the Profit & Loss Account.

(''Figures in brackets indicate previous year).

3.0 Operations (Standalone)

In the financial year 2013-14, the total operational & other income stood at Rs.373 Crore, as against Rs.368 Crore for the FY 2012-13, showing a marginal rise of 1%, with the achievement of highest ever billing of Rs. 373 Crore during the FY 2013-14.

The Company''s Sales and other Income during the FY 2013-14 comprised of the following:

3.1 Welding Consumables : Rs.276 Crore (Rs. 282 Crore)*

Due to major curb in the welding industry, and the decade''s low figure of GDP at 4.50%, unfavourable economic conditions, Domestic Sales of Consumables recorded a de-growth of over 2% compared to the previous year. However volume grew by 3% during the year.

3.2 Equipment & Project Engineering at Rs.93 Crore (Rs. 82 Crore)*

Inspite of Capital goods Industry witnessing slump, Equipment business grew by about 14% over last year. Further the volume in Welding Equipment business was higher by over 71% compared to the previous year.

3.3 Other Income at Rs.4 Crore (Rs. 4 Crore)* ("Figures in brackets indicate previous year).

4.0 CAPEX

During the FY 2013-14, we completed CAPEX of Rs. 9 Crore and Rs. 2 Crore is in various stages of progress. The budgeted CAPEX for the FY 2014-15 is about Rs. 14 Crore mainly for -

(a) Consumables, Equipment and R&D,

(b) Production Equipment to balance lines for achieving capacity production levels.

(c) Production related Equipment to improve in process, quality and deviation control towards six-sigma levels.

(d) Analytical Instruments for Equipment R&D. 5.0 Subsidiary Companies

5.1 Ador Welding Academy Pvt. Ltd. (AWAPL)

AWAPL was incorporated on 24th July 2012 as a wholly owned subsidiary of the Company for vocational training in welding and also for consultancy in Welding. AWAPL registered a Total Revenue of Rs. 77 Lacs (Previous period Rs. 31 Lacs), with net loss of Rs. 68 Lacs (Previous period Rs. 33 Lacs). The Company is persevering efforts to tap large potential business in Pre-Service Training & In-Service Training. The launch of the E-Learning module should also garner additional revenues. The focus of the Government on National Skill Development will also help in increasing its revenue.

5.2 Plasma Laser Technologies Ltd. (PLT)

PLT has generated revenues of Rs. 224 Lacs (Previous period Rs. 78 Lacs) and has incurred a Net Loss of Rs. 1,054 Lacs (Previous period Rs.187 Lacs), In view of accumulated losses exceeding networth and considering the underlying factors including downturn in business and decrease in related activities, the Company has recognised provision for dimunition in the value of Investments in PLT as on 31st March 2014 amounting to Rs 1,981 Lacs.

There are two subsidiary companies of PLT, which are named below:-

1. M/s, Aluminium Hybrid Systems Ltd. - formed for developing products for Aluminum Plasma Welding.

2. M/s. Plasma Laser Technologies, North America, Inc. - formed for carrying out

Business Development Activities in North America,

By virtue of acquisition of majority equity stake in PLT (Holding Company of above two subsidiaries), these two Companies continue to be subsidiary Companies of your Company.

6.0 Consolidated Financial Statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries, and are prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

In view of the general exemption granted by the Ministry of Corporate Affairs vide circulars dated February 8,2011 & February 21,-2011, the reports & annual accounts of the subsidiary companies are not required to be attached to your Company''s Accounts for the FY ended 31st March 2014.

Accordingly, the annual accounts and detailed related information of the subsidiary companies will be made available to any shareholder seeking such information. The annual accounts of the Subsidiary Companies are also available for inspection by the shareholders at the Registered office of the Company and also available on your Company''s website, www.adorwelding.com, in a downloadable / printable format. Shareholders desirous of obtaining the hard copy of annual report of your Company''s subsidiaries may obtain the same upon request.

7.0 Directors'' Responsibility Statement

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

7.1 In preparation of the Annual Accounts, all the applicable Accounting Standards have been followed;

7.2 Proper accounting policies have been selected & applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period,

7.3 Proper & sufficient care has been taken for maintenance of adequate accounting /

Statutory Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing / detecting fraud & other irregularities.

7.4 Annual Accounts have been prepared on a going-concern basis.

8.0 Directors

8.1 During the FY 2013-14 Ms. A. B. Advani has been re-appointed as the Executive Chairman of the Company with effect from 01st May, 2014 for a period of 5 Years.

The above appointment is subject to the approval of the Members at the ensuing Annual General Meeting of the Company.

8.2 Mr. D. A. Lalvani and Mrs N. Malkani Nagpal, Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re- appointment.

8.3 Mr. M. K. Maheshwari, Mr. R K. Gupta, Mr. R. N. Sapru and Mr. K. Digvijay Singh were appointed by the Company, pursuant to the provisions of clause 49 of the Listing Agreements executed with Stock Exchanges, as Non-Executive & Independent Directors of the Company, who were liable to retire by rotation as per the Articles of Association of the Company and the provisions of the Companies Act 1956.

As per section 149 of the Companies Act, 2013, which came into effect from 01st April, 2014, every Listed Company is required to have at least one-third of the total number of directors as Independent Directors, who are not liable to retire by rotation. (There was no corresponding provision w.r.t. Independent Directors under the Companies Act, 1956) Accordingly, the above named Directors are being appointed as Independent Directors, not liable to retire by rotation and to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company, as per the provisions of the Companies Act, 2013.

8.4 The Board of Directors has received Form- DDA from all the above named Directors, as prescribed under the Companies Disqualification of Directors (under Section 274(1 )(g) of the Companies Act, 1956) Rules, 2003, informing the Company that they are not disqualified under Section 274(1 )(g) of the Companies Act, 1956 and also Form DIR-8, pursuant fo Section 164 of the Companies Act, 2013 & Rule 14(1) of the Companies (Appointment & Qualification of Directors) Rules, 2014, alongwith their consent in Form DIR-2 pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

9.0 Fixed Deposits

The Company has neither accepted nor renewed Fixed Deposits during the FY 2013-14.

10.0 Insurance

The properties / assets of the Company are adequately insured.

11.0 Energy conservation, Technology Absorption & Foreign Exchange

The information required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure -1 and forms part of this Report.

12.0 Corporate Governance

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from the FY 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached herewith to this Report as Annexure - II.

The Corporate Governance Compliance Certificate obtained from M/s. Dalai & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached herewith, to this Report.

The Management Discussion and Analysis (MDA) Report, as mandated under the Code of Corporate Governance, is also attached to the Directors'' Report as Annexure - III.

13.0 Auditor''s Report

There are no qualifications contained in the Auditor''s Report & therefore there are no further explanations to Pe provided for in this Report.

14.0 Statutory Auditors

The Company''s Statutory Auditors, M/s. Dalai & Shah, Chartered Accountants, MumPai, retire and are eligible for re-appointment.

15.0 Cost Auditors

Pursuant to the approval of the Central Government under Section 233B of the Companies Act, 1956, the Board of Directors has appointed Mr. Vishvesh Desai, Cost Accountant, Pune, as the Cost Auditor of the Company for audit of cost accounting records of its "Automig Wires" (Steel) under chapter heading 72 and all other products manufactured by the Company, which are covered under Chapter 83 & 84 of the Central Excise Tariff Act, 1985.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

15.1 Name of the Cost Auditor: CM A Vishvesh Desai

15.2 Address of the Cost Auditor: 10, Prabhakarsmruti CHS Ltd., 4th Lane, Dahanukar Colony, Kothrud, Pune - 411 029, Maharashtra, India.

15.3 Membership No.: F-7330.

15.4 Firm Regn. No.: 102151

15.5 Due date for filing Cost Audit Report (XBRL) for the FY 2012-13 by the Cost Auditor with the Central Government: 27th September 2013.

15.6 Actual Date of filing of Cost Audit Report (XBRL) for the FY 2012-13 with the Central Government: 26th September 2013.

16.0 Employees

16.1 The industrial relations in all the Plants and

Offices of the Company continue to remain harmonious, cordial and peaceful.

16.2 The information required in terms of Section

217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, this Annual Report is being sent to all the Members of the Company without the said statement of particulars of Employees (which is available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

16.3 The manpower strength of the Company as at the date of this Report is 713.

17.0 Acknowledgement

Your Directors take this opportunity to express their deep sense of appreciation for the invaluable contribution given and the spirit of dedication shown by all the employees of the Company. The Directors also place on record their deep gratitude for the business assistance, co-operation and support extended to your Company by the Customers, Distributors, Dealers, Suppliers, Service Providers, business partners, Bankers, Government authorities. Agencies, Shareholders & all the stakeholders. We look forward to their continued support and co-operation in future. As we continue to grow and expand, we look forward to sharing our success in the years ahead with all our stakeholders.

For and on behalf of the Board

Place: Mumbai A. B. Advani

Date: 20th May, 2014 Executive Chairman

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Sixtieth Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2013.

1.0 Financial Performance (Rupees in Crore)

Sr. Key Financial Indicators For the year ended For the year ended For the year ended

No. 31st March, 2013 31st March, 2012 31st March, 2013 Standalone Consolidated *

1.1 Sales & other Income 367.79 344.42 368.75 (Net of Excise Duty,

Discounts & Incentives)

1.2 Profit before Interest and Depreciation 39.80 41.44 37.81

1.3 Profit before Tax (PBT) 26.65 28.12 24.45

1.4 Provision for Tax (Net of deferred tax) 7.57 7,23 7.57

1.5 Profit for the year after Tax (PAT) 19.08 20.89 16.88

1.6 Capital Expenditure 16.74 10.98 16.80

1.7 Capital - work in progress 0.45 1.98 0.45

* M/s. Ador Welding Academy Pvt. Ltd. & M/s. Plasma Laser Technologies Ltd. became the subsidiaries of the Company during the year 2012-13, hence previous year''s consolidated figures are not given.

2.0 Dividend and Reserves

2.1 The Board of Directors is pleased to recommend a Dividend of 60% (i.e. @ Rs.6/- per Equity Share) for the financial year 2012- 13, subject to the approval of the Members. Dividend for the previous financial year 2011-12 was declared @ 60% (i.e. @ Rs.6/- per Equity Share).

2.2 The Dividend for the financial year 2012-13 shall Pe paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the record date for Dividend payment.

2.3 The Board recommends transfer of Rs, 1,91 Crore (Rs, 2.09 Crore)* to the General Reserve, and the balance of Rs.36.99 Crore (Rs.29.36 Crore)* for retention in the Profit & Loss Account.

(''Figures in brackets indicate previous year).

3.0 Operations

In the financial year 2012-13, the Sales and other income went up by 6.78 %. The year ended with Sales and other income of Rs.367.79 Crore (Rs.344.42 Crore)*.

The Company''s Sales and other Income during the financial year 2012-13 comprised of the following:

3.1 Welding Consumables at Rs.282.16 Crore (Rs. 262.81 Crore)* - In spite of de-growth in the welding products manufacturing industry of around 20% witnessed over last year due to unfavourable economic conditions, Domestic Sales of Consumables recorded a growth of over 7% compared to the previous year,

3 2 Equipment & Project Engineering at Rs.82.02 Crore (Rs.78.10 Crore)* - Capital goods Industry witnessed de-growth of aPout 8% over last year. However the Welding Equipment business was higher by over 5% compared to the previous year,

3.3 Other Income at Rs.3.61 Crore (Rs. 3.51 Crore)*

(''Figures in brackets indicate previous year).

4.0 CAPEX

We completed CAPEX of Rs. 16.74 Crore and Rs. 0.45 Crore is in various stages of progress. The entire CAPEX programme of financial year 2012- 13 shall be completed by the end of June 2013. For the financial year 2013-14 the CAPEX has been budgeted at about Rs. 33.00 Crore mainly for-

(a) Consumables, Equipment and R&D.

(b) Production Equipment to balance lines for achieving capacity production levels.

(c) Production related Equipment to improve in process quality and deviation control towards six-sigma levels.

(d) Analytical Instruments for Equipment R&D.

(e) New Sales Offices.

(f) Additional Plots of land.

5.0 Subsidiary Company - Domestic

On 24th July 2012, your Company promoted Ador Welding Academy Pvt. Ltd. as a wholly-owned Subsidiary Company, with a primary intent to set up a national level welding academy to support manufacturing / construction / fabrication industry achieve higher value-add. It is an institute of significance, offering wholesome support to the National policy on skill development to harness the demographic dividend for building a globally competitive manufacturing sector.

6.0 Subsidiary Company - Overseas

During the year under review, your Company acquired controlling equity stake in M/s, Plasma Laser Technologies Ltd. (PLT), an overseas Company, thereby making it a subsidiary of the Company.

PLT is in the business of manufacturing equipments from their patented welding process that combines the application of Plasma and MIG welding processes. The applications range from automobile, infrastructure to ship Puilding and pressure part applications.

It is envisaged that the acquisition has the potential to create a strong synergy for mutual growth and business excellence. It will adequately catalyze our vision of creating a strong technical base for the products & service delivery, to globalize our operations and to strengthen our positioning, amongst the other industry players, in the world market.

Further, there are two subsidiary companies of PLT, which are named below:-

1. M/s. Aluminium Hybrid Systems Ltd. - formed for developing products for Aluminum Plasma Welding.

2. M/s. Plasma Laser Technologies, North America, Inc. - formed for carrying out Business Development Activities in North America.

By virtue of acquisition of majority equity stake in PLT (Holding Company of above two subsidiaries), these two Companies have also become subsidiary Companies of your Company.

7.0 Consolidated Financial Statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with the applicable Accounting Standards. Pursuant to the circulars dated February 8, 2011 & February 21, 2011 issued by the Ministry of Corporate Affairs, a general exemption has been granted to the companies from annexing the individual accounts of all the subsidiaries along with the audited financial statements of the Company while publishing the Annual Report, subject to certain conditions as mentioned in the said circulars. Your Company meets all the conditions stated in the aforesaid circulars and therefore the standalone financial statements of each subsidiary will not be annexed with this 60th Annual Report of the Company for the year ended 31st March, 2013.

Accordingly, the annual accounts and other related information of the subsidiary companies will be made available for inspection to the shareholders of the Holding Company at the Registered office of the Company and your Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand.

8.0 Directors'' Responsibility Statement

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

8.1 In preparation of the Annual Accounts, all the applicable Accounting Standards have been followed.

8.2 Proper accounting policies have been selected & applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period.

8.3 Proper & sufficient care has been taken for maintenance of adequate accounting / Statutory Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing / detecting fraud & other irregularities.

8.4 Annual Accounts have been prepared on a going-concern basis.

9.0 Directors

9.1 During the FY 2012-13 the following changes occurred in the composition of the Board of Directors of the Company:

(a) Mr. Raman Kumar''s contract as the Managing Director of the Company expired on 10th May, 2012.

The Directors would like to place on record their sincere appreciation for the contributions made by Mr. Raman Kumar during his tenure on the Board and with the Company spanning over 35 years.

(b) The Board of Directors, in its meeting held on 26th April, 2012 appointed Mr. S. M. Bhat as an Additional Director and Managing Director of the Company w.e.f. 11th May 2012, on retirement of Mr, Raman Kumar. The shareholders thereafter approved Mr. S. M. Bhat''s appointment as the Managing Director at the AGM held on 20,h July, 2012.

9.2 On 07th July, 2012, Mr. S.M. Bhat, the Managing Director of the Company was conferred with the prestigious UDYOG RATNA Award by the Institute of Economics Studies (IES) for his contribution and excellence in the field of Infrastructure development through your Company, Ador Welding Limited,

9.3 Mr. M. K. Maheshwari, Mr. R K. Gupta and Mr. A. T. Malkani, Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

9.4 The Board of Directors has received Form- DDA from all the above named Directors, as prescribed under the Companies Disqualification of Directors (under Section 274(1 )(g) of the Companies Act, 1956) Rules, 2003, informing the Company that they are not disqualified under Section 274(1 )(g) of the Companies Act, 1956.

9.5 The Remuneration of the Executive Chairman has been restructured within the limits specified in Schedule XIII to the Companies Act, 1956 and within the powers conferred by the Members to the Board.

10.0 Fixed Deposits

The Company has neither accepted nor renewed Fixed Deposits during the financial year 2012-13.

11.0 Insurance

The properties / assets of the Company are adequately insured.

12.0 Energy conservation, Technology Absorption & Foreign Exchange

The information required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure -1 and forms part of this Report,

13.0 Corporate Governance

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from the financial year 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached herewith to this Report as Annexure - II.

The Corporate Governance Compliance Certificate obtained from M/s. Dalai & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached herewith, to this Report.

The Management Discussion and Analysis Report, as mandated under the Code of Corporate Governance, is also attached to the Directors'' Report as Annexure - III.

14.0 Auditor''s Report

There are no qualifications contained in the Auditor''s Report & therefore there are no further explanations to be provided for in this Report.

15.0 Statutory Auditors

The Company''s Statutory Auditors, M/s. Dalai & Shah, Chartered Accountants, Mumbai, retire and are eligible for re-appointment.

16.0 Cost Auditors

Pursuant to the approval of the Central Government under Section 233B of the Companies Act, 1956, the Board of Directors has appointed Vishvesh Desai, Cost Accountant, Pune, as the Cost Auditor of the Company for audit of cost accounting records of its "Automig Wires" (Steel) under chapter heading 72 and all other products manufactured by the Company, which are covered under Chapter 83 & 84 of the Central Excise Tariff Act, 1985.

The brief information of the Cost Auditor and the Cost Audit Report is as under:

16.1 Name of the Cost Auditor: CMA Vishvesh Desai

16.2 Address of the Cost Auditor: 10, Prabhakarsmruti CHS Ltd., 4th Lane, Dahanukar Colony, Kothrud, Pune - 411 029, Maharashtra, India.

16.3 Membership No.: F-7330.

x16.4 Firm Regn. No. : 102151

16.5 Due date for filing Cost Audit Report (XBRL) for the financial year 2011-12 by the Cost Auditor with the Central Government: 28th February 2013.

16.6 Actual Date of filing of Cost Audit Report (XBRL) for the financial year 2011-12 with the Central Government: 09th January, 2013.

17.0 Employees

17.1 The industrial relation in all the Plants and Offices of the Company continues to be harmonious, cordial and peaceful.

17.2 The information required in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, this Annual Report is being sent to all the Members of the Company excluding the said statement of particulars of Employees (which is available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

17.3 The manpower strength of the Company as at the date of this Report is 784.

18.0 Acknowledgement

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution given and the spirit of dedication shown by the employees at all levels during the financial year 2012-13. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers / Service Providers, Bankers, various Government Organisations / Agencies, Employees & Shareholders and look forward to their continued support and co-operation in future also, For and on behalf of the Board

Place: Mumbai A. B. Advani

Date: 15th May, 2013 Executive Chairman

Mar 31, 2012

The Directors have pleasure in presenting the Fifty-Ninth Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2012.

1.0 Financial Performance (Rupees in Crore)

Sr. Key Financial Indicators For the year ended For the year ended No. 31st March, 2012 31st March, 2011

1.1 Sales & other Income (Net of Excise Duty, 344.42 297.41 Discounts & Incentives)

1.2 Profit before Interest and Depreciation 41.44 48.90

1.3 Profit before Tax (PBT) 28.12 35.72

1.4 Provision for Tax (Net of deferred tax) 7.23 10.02

1.5 Profit after Tax (PAT) 20.89 25.69

1.6 Capital Expenditure 10.98 10.14

1.7 Capital - work in progress 1.98 0.99

2.0 Dividend and Reserves

2.1 The Board of Directors is pleased to recommend a Dividend of 60% (i.e. @ Rs6/- per Equity Share) for the financial year 2011-12, subject to the approval of the Members. Dividend for the previous financial year 2010-11 was declared @ 60% (i.e. @ Rs6/- per Equity Share).

2.2 The Dividend for the financial year 2011-12 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book Closure for Dividend payment.

2.3 The Board recommends transfer of Rs2.09 Crore (Rs10.00 Crore)* to the General Reserve, and the balance of Rs29.36 Crore (Rs20.01 Crore)* for retention in the Profit & Loss Account. (*Figures in brackets indicate previous year).

3.0 Operations

In the financial year 2011-12, the operational and other income went up by over 16%. The year ended with an operational and other income of Rs 344.42 Crore (Rs 297.41 Crore)*.

The Company's Sales and Other Income during the financial year 2011-12 comprised of the following:

3.1 Welding Consumables at Rs 262.81 Crore (Rs 223.45 Crore)*

3.2 Equipment & Project Engineering at Rs 78.10 Crore (Rs 71.75 Crore)*

3.3 Other Income at Rs 3.51 Crore (Rs 2.21 Crore)* (*Figures in brackets indicate previous year).

4.0 Domestic Business

4.1 Consumables

The Sales / Business of Consumables recorded a volume growth of about 18% over the previous year. This was driven by a handsome increase in volume sales of Special Electrodes and the volume sales of Wires & Fluxes, in particular.

4.2 Equipment

The Sales / Equipment business grew by about 9% over the previous year. This was driven by a big increase in PEB business, despite a drop of 6% in the Welding Equipment Business, over the previous year.

5.0 Exports

During the year under review, the exports registered a growth of about 22% compared to the previous year. The Export Income during the financial year 2011-12 was at Rs 33.95 Crore (Rs 27.82 Crore)*. The growth in exports was achieved through both, Welding Consumables and Equipment Business.

(*Figures in bracket indicate previous year).

6.0 CAPEX

We completed CAPEX of Rs 10.98 Crore and Rs 1.98 Crore are in various stages of progress. The entire CAPEX programme of the financial year 2011-12 shall be completed by the end of June 2012. For the financial year 2012-13, the CAPEX has been budgeted to Rs 24.30 Crore mainly for -

(a) Consumables R&D and Materials Lab.

(b) Production Equipment to balance lines for achieving capacity production levels.

(c) Production related Equipment to improve in process quality and deviation control towards six-sigma levels.

(d) Analytical Instruments for Equipment R&D.

(e) Structural improvements to Ador House.

7.0 Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

7.1 In preparation of the Annual Accounts, all the applicable Accounting Standards have been followed.

7.2 Proper accounting policies have been selected & applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period.

7.3 Proper & sufficient care has been taken for maintenance of adequate accounting / Statutory Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing / detecting fraud & other irregularities.

7.4 Annual Accounts have been prepared on a going-concern basis.

8.0 Directors

8.1 During the FY 2011-12 the following changes occurred in the composition of the Board of Directors of the Company:

(a) Mr. Raman Kumar was re-appointed as the Managing Director of the Company

with effect from 19th October, 2011 for a period upto 10th May, 2012, subject to the approval of the Members at the ensuing Annual General Meeting of the Company. Mr. Raman Kumar would be superannuating on 10th May, 2012. He was employed with the Company for over 35 years in various capacities and was the Managing Director for over 3 years. We thank him for his immense contribution towards the progress & growth of the Company and extend our appreciation towards his valuable advise & guidance.

(b) In view of the prospective retirement of Mr. Raman Kumar as the Managing Director, the Board of Directors, at its meeting held on 26th April, 2012 appointed Mr. S. M. Bhat, the President & COO, as an Additional Director and designated him as the Managing Director of the Company, effective 11th May 2012, for a period of 3 years. As an Additional Director, Mr. S. M. Bhat is liable to retire at the forthcoming Annual General Meeting. The Company has received a Notice in writing from a Member proposing his candidature to the Office of Director of the Company. In the interest of the Company's continued prosperity and well-being, the Board recommends his re-appointment at the forthcoming Annual General Meeting.

8.2 Mr. R. N. Sapru, Mr. K. Digvijay Singh and Mr. Anil Harish, Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

8.3 The Board of Directors has received Form- DDA from all the above named Directors, as prescribed under the Companies Disqualification of Directors (under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003, informing the Company that they are not disqualified under Section 274(1)(g) of the Companies Act, 1956.

8.4 The Remuneration of the Executive Chairman has been restructured within the limits specified in Schedule XIII to the Companies Act, 1956 and within the powers conferred by the Members to the Board.

9.0 Fixed Deposits

The Company has neither accepted nor renewed Fixed Deposits in the financial year 2011-12.

10.0 Insurance

The properties / assets of the Company are adequately insured.

11.0 Energy conservation, Technology Absorption & Foreign Exchange

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure - I and forms part of this Report.

12.0 Corporate Governance

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from the financial year 2001-02 onwards. The Company has complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached herewith to this Report as Annexure - II.

The Corporate Governance Compliance Certificate obtained from M/s. Dalal & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached herewith, to this Report.

The Management Discussion and Analysis Report, as mandated under the Code of Corporate Governance, is also attached to the Directors' Report as Annexure - III.

13.0 Auditor's Report

There are no qualifications contained in the Auditor's Report & therefore there are no further explanations to be provided for in this Report.

14.0 Auditors

The Company's Statutory Auditors, M/s. Dalal & Shah, Chartered Accountants, Mumbai, retire and are eligible for re-appointment.

15.0 Employees

15.1 The industrial relation in all the Plants and Offices of the Company continues to be harmonious, cordial and peaceful.

15.2 The information required in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Annual Report is being sent to all the Members of the Company, excluding the said statement of particulars of Employees (which is available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

15.3 The manpower strength of the Company as at the date of this Report is 789.

16.0 Acknowledgement

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution given and the spirit of dedication shown by the employees at all levels during the financial year 2011-12. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers / Service Providers, Bankers, various Government Organisations / Agencies, Employees & Shareholders and look forward to their continued support and co-operation in future also.

For and on behalf of the Board

Place: Mumbai A. B. Advani

Date: 26th April, 2012 Executive Chairman

Mar 31, 2011

The Directors have pleasure in presenting the Fifty-Eighth Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2011.

1.0 Financial Performance (Rupees in Crore)

Sr. Key Financial Indicators For the year ended For the year ended

No. 31st March, 2011 31st March, 2010

1.1 Sales & other Income (Net of Excise Duty, 297.41 265.37 Discounts & Incentives)

1.2 Profit before Interest and Depreciation 48.96 50.58

1.3 Profit before Tax (PBT) 35.77 36.90

1.4 Provision for Tax (Net of deferred tax) 9.91 10.56

1.5 Profit for the year after Tax (PAT) 25.86 26.34

1.6 Capital Expenditure 10.14 13.05

1.7 Capital - work in progress 1.57 0.42

2.0 Dividend and Reserves

2.1 The Board of Directors is pleased to recommend a Dividend of 60% (i.e. @ Rs6/- per Equity Share) for the financial year 2010Ã11, subject to the approval of the Members. Dividend for the previous financial year 2009Ã10 was declared @ 60% (i.e. @ Rs6/- per Equity Share).

2.2 The Dividend for the financial year 2010-11 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book Closure for Dividend payment.

2.3 The Board recommends transfer of Rs10.00 Crore (Rs7.00 Crore)* to the General Reserve, and the balance of Rs20.01 Crore (Rs13.84 Crore)* for retention in the Profit & Loss Account.

(*Figures in brackets indicate previous year).

3.0 Operations

In the financial year 2010-11, the operational and other income went up by over 12%. The year ended with an operational and other income of Rs297.41 Crore (Rs265.37 Crore)*.

The Companys Sales and Income during the financial year 2010-11 comprised of the following:

3.1 Welding Consumables at Rs222.85 Crore (Rs196.01 Crore)*

3.2 Equipment & Project Engineering at Rs71.53 Crore (Rs64.73 Crore)*

3.3 Other Income at Rs3.04 Crore (Rs4.63 Crore)* (*Figures in brackets indicate previous year).

4.0 Domestic Business

4.1 Consumables

Domestic Sales of Consumables recorded a volume growth of 14% over the previous year. This was driven by a handsome increase in volume sales of Special Electrodes and the volume sales of Wires & Fluxes, in particular.

4.2 Equipment

The Equipment business grew by 11% over the previous year. The Welding Equipment numbers sold were 22% more than that of last year Ã driven by a 45% increase in DC-MMAW Equipment sales numbers. The Project Engineering Business just made past the last year level, as the order flow improved only towards the end of the year by creating an order inventory of over Rs400 Lacs; most of this will be executed in the first quarter of this year.

5.0 Exports

During the year under review, the exports registered a growth of about 12% compared to the previous year. The Export Income during the financial year 2010-11 was at Rs27.82 Crore (Rs24.82 Crore)*. The growth in exports was achieved through Welding Consumables and Project Sales.

(*Figures in bracket indicate previous year).

6.0 CAPEX

We completed CAPEX of Rs10.14 Crore and Rs1.57 Crore are in various stages of progress. The entire CAPEX programme of financial year 2010-11 shall be completed by the end of June 2011. For the financial year 2011-12 the CAPEX has been budgeted to Rs22.00 Crore mainly for Ã

(a) Consumables R&D and Materials Lab.

(b) Production Equipment to balance lines for achieving capacity production levels.

(c) Production related Equipment to improve in process quality and deviation control towards six-sigma levels.

(d) Analytical Instruments for Equipment R&D.

(e) Structural improvements to Ador House.

7.0 Directors Responsibility Statement

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

7.1 In preparation of the Annual Accounts, all the applicable Accounting Standards have been followed.

7.2 Proper accounting policies have been selected & applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period.

7.3 Proper & sufficient care has been taken for maintenance of adequate accounting / Statutory Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing / detecting fraud & other irregularities.

7.4 Annual Accounts have been prepared on a going-concern basis.

8.0 Directors

8.1 During the financial year 2010-11 Mr. Vippen Sareen joined the Board of Directors as an ÃAdditional DirectorÃ with effect from 23rd October, 2010. He joined the Board in place of Mr. J. N. Hinduja. As an Additional Director, he is liable to retire at the forthcoming Annual General Meeting. The Company has received Notice in writing from a Member proposing his candidature to the Office of Director of the Company. In the interest of the Companys continued prosperity and well-being, the Board recommends his re- appointment at the forthcoming Annual General Meeting.

8.2 Ms. A.B. Advani, Mrs. N. Malkani Nagpal and Mr. R. A. Mirchandani, Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re-appointment.

8.3 The Board of Directors has received Form DDA from all the above named Directors, as prescribed under the Companies Disqualification of Directors (under Section 274(1) (g) of the Companies Act, 1956) Rules, 2003, informing the Company that they are not disqualified under Section 274(1)(g) of the Companies Act, 1956.

9.0 Fixed Deposits

The Company has neither accepted nor renewed Fixed Deposits in the financial year 2010-11.

10.0 Insurance

The properties / assets of the Company are adequately insured.

11.0 Energy Conservation, Technology Absorption & Foreign Exchange

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure - I and forms part of this Report.

12.0 Corporate Governance

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from the financial year 2001Ã02 onwards. The Company has successfully complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached herewith to this Report as Annexure - II.

The Corporate Governance Compliance Certificate obtained from M/s. Dalal & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached herewith to this Report.

The Management Discussion and Analysis Report, as mandated under the Code of Corporate Governance, is also attached to the Directors Report as Annexure - III.

13.0 Auditors Report

There are no qualifications contained in the Auditors Report & therefore there are no further explanations to be provided for in this Report.

14.0 Auditors

The Companys Statutory Auditors, M/s. Dalal & Shah, Chartered Accountants, Mumbai, retire and are eligible for re-appointment.

15.0 Employees

15.1 The industrial relation in all the Plants and Offices of the Company continues to be harmonious, cordial and peaceful.

15.2 The information required in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Annual Report is being sent to all the Members of the Company excluding the said statement of particulars of Employees (which is available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

15.3 The manpower strength of the Company as at the date of this Report is 766.

16.0 Change in Shareholding

During the financial year 2010Ã11, M/s. J B Advani & Company Pvt. Ltd., the promoter / parent Company of the Company has acquired further shares of the Company and has become the Holding Company since February, 2011.

17.0 Acknowledgement

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution given and the spirit of dedication shown by the employees at all levels during the financial year 2010-11. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers / Service Providers, Bankers, various Government Organisations / Agencies, Employees & Shareholders and look forward to their continued support and co-operation in future also.

For and on behalf of the Board

Place: Mumbai A. B. Advani

Date: 29th April, 2011 Executive Chairman

Mar 31, 2010

The Directors have pleasure in presenting the Fifty-Seventh Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March, 2010.

1.0 Financial Performance (Rupees in Crore)

Sr. Key Financial Indicators For the For the year ended year ended No. 31st March, 2010 31st March, 2009

1.1 Sales & other Income (Net of Excise Duty,Discounts & Incentives) 265.37 226.19

1.2 Profit before Interest and Depreciation 50.58 37.09

1.3 Profit before Tax (PBT) 36.90 21.83

1.4 Provision for Tax (Net of deferred tax) 10.56 9.26

1.5 Profit for the year after Tax (PAT) 26.34 12.57

1.6 Capital Expenditure 13.05 15.14

1.7 Capital Ã work in progress 0.42 9.96

2.0 Dividend and Reserves

2.1 The Board of Directors is pleased to recommend a Dividend of 60% (i.e. @ Rs. 6/- per Equity Share) for the financial year 2009Ã10, subject to the approval of the Members. Dividend for the previous financial year 2008Ã09 was declared @ 40% (i.e. @ Rs. 4/- per Equity Share).

2.2 The Dividend for the financial year 2009-10 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book closure for Dividend payment.

2.3 The Board recommends transfer of Rs. 7.00 Crore (Rs. 8.00 Crore)* to the General Reserve, and the balance of Rs. 13.84 Crore (Rs. 4.75 Crore)* for retention in the Profit & Loss Account.

(*Figures in brackets indicate previous year).

3.0 Operations

In the financial year 2009-10, the operational and other income went up by over 17%. The year ended with an operational & other income of Rs. 265.37 Crore (Rs. 226.19 Crore)*.

The CompanyÃs Sales and Income during the financial year 2009-10 comprised of the following:

3.1 Welding Consumables at Rs.196.01 Crore (Rs. 165.17 Crore)*

3.2 Equipment & Project Engineering at Rs. 64.73 Crore (Rs. 58.67 Crore)*

3.3 Other Income at Rs. 4.63 Crore (Rs. 2.36 Crore)* (*Figures in brackets indicate previous year).

4.0 Domestic Business

4.1 Welding Consumables

Domestic Sales of Consumables recorded a volume growth of 57% over the previous year. This was driven by aggressive Sales policies, market demand and the expansion of our reach to more and more end-users / project sites. Our product portfolio expansion in wires and fluxes, were key to this success.

4.2 Welding Equipment and Project Engineering

The Welding Equipment / Accessories / spares volume business grew by 63% over the previous year. The Project engineering business grew by 50% over the last year. The volume growths were facilitated by the strategic cost reduction projects successfully implemented across most products for mass markets as well as aggressive sales initiatives taken to increase market share.

5.0 Exports

During the year under review, there has been a decline in our exports compared to the previous year. The Export Income during the financial year 2009-10 was at Rs. 24.82 Crore (Rs. 32.76 Crore)*

Since our main exports have been to the Oil producing Gulf countries, the slow-recovery in the oil-based economies in these countries has adversely affected our business. Similarly impact of recession in UAE has also contributed to the decline in the sale. We are in the process of restructuring our business in countries of Saudi Arabia / Africa and some of the South East Asian nations, with an effective distribution system with pre-and-post sales support to the customers / end users.

(*Figures in bracket indicate previous year.)

6.0 CAPEX

We completed CAPEX of Rs.13.05 Crore and Rs. 0.42 Crore are in various stages of progress. The entire CAPEX programme of FY 2009-10 shall be completed by end of June 2010.

For the FY 2010-11 the CAPEX has been budgeted to Rs. 15 Crore mainly for -

(a) Enhancement of Capacities in the Wire products.

(b) Lab Infrastructure / equipments required by Technology Development Centers (TDCs) for development of new products etc.

(c) Strengthening IT infrastructure and replacement of old vehicles.

7.0 DirectorsÃ Responsibility Statement

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

7.1 In preparation of the Annual Accounts, all the applicable Accounting Standards have been followed.

7.2 Proper accounting policies have been selected & applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period.

7.3 Proper & sufficient care has been taken for maintenance of adequate accounting / Statutory records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing / detecting fraud & other irregularities.

7.4 Annual Accounts have been prepared on a going-concern basis.

8.0 Technology Development Centers

The Company has two (2) Technology Development Centers (TDCs) at Silvassa in the Union Territory of Dadra & Nagar Haveli and at Chinchwad (Pune) in Maharashtra for Consumables and Equipment respectively, which are recognized by the Department of Scientific and Industrial Research, Government of India. These TDCsÃ continue to pursue their goals, with renewed vigour, in terms of innovations, up-gradations, improvements and cost reductions. These TDCsÃ regularly interact with the market / users for improving the competitive features and performances of the CompanyÃs products.

9.0 Directors

9.1 During the FY 2009-10 Mr. J. N. Hinduja retired from the Board on attaining superannuation at the age of 65 years on 30th March, 2010, and thus ceased to be a Director of the Company.

Mr. J. N. Hinduja was appointed on 28th March, 2005 and was on the Board of the Company for 5 years. We are grateful for his valuable advice & guidance and appreciate his contributions towards the CompanyÃs growth and prosperity.

9.2 Mr. A.T. Malkani, Mr. D.A.Lalvani and Mr. P. K.Gupta, Directors of the Company, retire by rotation, as per the Articles of Association of the Company and are eligible for re- appointment.

9.3 The Board of Directors has received Form DD- A from all the above named Directors, as prescribed under the Companies Disqualification of Directors (under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003, informing the Company that they are not disqualified under Section 274(1)(g) of the Companies Act, 1956.

10.0 Fixed Deposits

The Company has neither accepted nor renewed Fixed Deposits in the financial year 2009-10.

11.0 Insurance

The properties / assets of the Company are adequately insured.

12.0 Energy Conservation, Technology Absorption & Foreign Exchange

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is appended hereto as Annexure - I and forms part of this report.

13.0 Corporate Governance

As per the Listing Agreements executed with the Stock Exchanges, the Company has been following the Corporate Governance Code from the financial year 2001Ã02 onwards. The Company has successfully complied with all the requirements of the Corporate Governance as per Clause 49 of the Listing Agreement and a separate Report is attached herewith to this Report as Annexure - II.

The Corporate Governance Compliance Certificate obtained from M/s. Dalal & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, is also attached to this Report

The Management Discussion and Analysis Report, as mandated under the Code of Corporate Governance, is also attached to the DirectorsÃ Report as Annexure - III.

14.0 Auditors Report

There are no qualifications contained in the AuditorÃs Report & therefore there are no further explanations to be provided for in this Report.

15.0 Auditors

The CompanyÃs Statutory Auditors M/s. Dalal & Shah, Chartered Accountants, Mumbai, retire and are eligible for re-appointment.

16.0 Employees

16.1 The industrial relation in all the Plants and Offices of the Company continues to be harmonious, cordial and peaceful.

16.2 The information required in terms of Section 217 (2A) of the Companies Act, 1956, read with Companies (particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Annual Report is being sent to all the Members of the Company excluding the said statement of particulars of Employees (which is available for inspection by any Member at the Registered Office of the Company during working hours upto the date of the Annual General Meeting). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

16.3 The manpower strength of the Company as at the date of this report is 698.

17.0 Acknowledgement

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution given and the spirit of dedication shown by the employees at all levels during the financial year 2009-10. The Directors also express their deep gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers / Service Providers, Bankers, various Government Organisations / Agencies, Employees & Shareholders and look forward to their continued support and co-operation in future also.

For and on behalf of the Board

A. B. Advani

Executive Chairman

Place: Mumbai

Date: 29th May, 2010

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