ador fontech ltd Directors report

To the Members,

Greetings and we trust that this Report nds you and your family in the best of health and well-being.

We are delighted to present the 48th Annual Report on the business operations of the Company and the financial statements for the year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue	21,202	21,043	21,716	21,409
Earnings before interest, tax and depreciation	3,569	3,776	3,050	3,281
Finance/Interest cost	-	-	(3)	(5)
Depreciation	(312)	(271)	(358)	(316)
Pro t before tax	3,257	3,505	2,689	2,960
Tax	(954)	(960)	(933)	(827)
Pro t after tax	2,303	2,545	1,756	2,133
Opening balance in Retained Earnings	5,380	3,986	3,689	2,707
Net profit / loss for the year	2,303	2,545	1,756	2,133
Other comprehensive income for the year	19	19	23	19
Equity dividend	(1,400)	(770)	(1,400)	(770)
Transfer to general reserve	(411)	(400)	(411)	(400)
Closing balance in Retained Earnings	5,891	5,380	3,657	3,689

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors have recommended dividend of Rs.5 (Rupees ve only) being two hundred and fty percent on the face value of Rs. 2 (Rupees two) per equity share. The entailed out flow will be Rupees seventeen crores and fty lakhs. The payment will be subject to the approval of Members at the ensuing Annual General Meeting. Members who hold shares on the record date ie., August 4, 2023, will be eligible for dividend. The payout will be made after deducting applicable income tax.

Further, the Board has recommended for transfer of rupees four crores and eleven lakhs from pro t/surplus to the General Reserve against rupees four crores transferred during the previous year and with this the general reserve will be rupees eighty three crores.

REVIEW OF BUSINESS OPERATIONS

Standalone

The Company has registered sales turnover of rupees two hundred plus crores for the second year in consecutive with profits at second best since inception. As regards the proposed merger (as on the date of this report), while the Stock Exchanges have granted in-principle-approval, the matter is before the National Company Law Tribunal (NCLT). It is pertinent to note that the amalgamation of Ador Fontech with Ador Welding would inter-alia have the following major benefits: (i) To achieve the Vision of ‘Creating the Best Welding Company and Consolidation of market position. (ii) Optimal use of distribution network, sales force, human resources, manufacturing units, supply chain, research and training facilities, which will add greater value and synergy to all Stakeholders. In the intermittent, there have been joint meetings and common forums between the employees of both organisatons at regular intervals, to facilitate sharing of best practices, work processes and co-ordinated efforts.

Further, while it is normal for the organisation to undertake improvement activities regularly, the highlights for the year include: (i) Opening up of Hypertherm Experience Centre at Pune to show case the best of cutting equipment.

(ii) Sponsorship of Senior Employees to undergo learning programmes at the Indian Institute of Management (IIM) and Indian School of Business (ISB).

(iii) Establishment of foothold at Dubai through the aegis of Ador One for products and services, particularly in the area of Repairs & Maintenance. This project is still at the primary nascent stage and the modus operandi to scale up will be made slowly and securely.

Consolidated

The subsidiary 3D Future Technologies Private Limiteds revenue increased to Rs.665 lakhs from Rs.484 lakhs of the previous year, registering a growth of 37%. It may take few more years for the Company to break-even and thereafter register pro t. The Company continues to remain focused on (i) Cost control (ii) Employee development (iii) Increase of eciencies and (iii) Enhancement of market space for its products and services.

FINANCE AND ACCOUNTS

Disclosure on accounting treatment: As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended March 31, 2023 has been prepared in accordance with the Indian Accounting Standards (Ind-AS) notified under Section 133 of 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 in a true and fair manner, the form and substance of transactions to reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2023.

Accounting Software: The Company runs its accounting package which forms an integral part of Enterprise Resource Planning (ERP). As such, the system facilitates online/real time integration and compilation of data without much manual interface and provides for transaction wise audit trail.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 700 lakhs divided in to 350 lakhs equity shares of Rs. 2/- each. There was no change in the capital structure of the Company during the year under review.

BOARD OF DIRECTORS

The Company has an appropriate mix of Executive, Non-Executive and Independent Directors with distinctiveness in functions of governance and management. At the end of the financial year 2022-23, the composition of Board was as under:

Name	Designation
Mr. A T Malkani	Non-Executive; Promoter Director and Chairman
Mr. H P Ledwani	Managing Director and Chief Executive Of cer
Mrs. N Malkani Nagpal	Non-Executive; Promoter Director
Mr. N S Marshall	Independent Director
Mr. Santosh Janakiram	Independent Director
Mr. Ra que Malik	Independent Director

The Board met ve times during the year, details of which are given in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. As required under the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, the Company has adopted optimum policies for Directors appointment and remuneration. The policy has been hosted on the website of the Company at www.adorfon.com.

DIRECTORS

Director seeking re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with relevant provisions of the Articles of Association of the Company, Mrs. N Malkani Nagpal, Non-Executive Director is liable to retire by rotation and being eligible has offered her candidature for appointment/re-appointment.

Details of changes in Directors and/or Key Managerial Personnel

Mr. H P Ledwani holds nearly ve decades of experience in the welding industry and has been associated with Ador Fontech since its inception. He has been largely instrumental in the growth and development of the organisation. His term of employment was to end on April 30, 2023. Prior to the same, the Board had sought approval for extension of his service up to March 31, 2024 which was duly approved by the majority of Shareholders.

Mr. R Krishna Kumar who was Chief Operating Officer (COO) resigned from the services of the Company on September 8, 2022. Thereafter, Mr. Melville Ferns who was Executive Vice President and has been serving the organisation for the last over four decades, took charge as the Chief Operating Ocer. Mr. Melville Ferns graduated from the Nagpur University and holds diploma in Marketing Management from the Xavier Institute of Management. He has successfully completed Advanced Management Programme from the Indian Institute of Management (IIM-Bengaluru) and Innovation & Corporate Entrepreneurship from the Indian School of Business (ISB-Hyderabad).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Act, with respect to the Directors Responsibility Statement, it is hereby con rmed:

In the preparation of the annual accounts for the year ended March 31, 2023; the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

The Directors have selected such accounting policies and applied them consistently & made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profits of the Company for the year ended on that date.

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

The Directors have prepared the annual accounts on a ‘going concern basis.

The Directors have laid down internal financial controls to be followed and that such internal financial controls are adequate and are operating effectively and

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

AUDIT COMMITTEE RECOMMENDATIONS

The Board has accepted all the recommendations of the Audit Committee and hence no further explanations have been provided for in this Report.

PERFORMANCE EVALUATION

Board members

The Company has, during the year conducted an evaluation of the Board as a whole, its committees and individual Directors including Independent Directors as stipulated in the Nomination and Remuneration Policy adopted by the Company & as per the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations, 2015. The evaluation was carried out on the basis of the below set targets:

BUSINESS	CORPORATE	CAPITAL	PERFORMANCE OF	COMMITTEE
STRATEGIES	BUDGET	EXPENDITURE	PRODUCTS	WISE REVIEWS

Other parameters for such evaluation comprised - level of participation, integrity, independence, knowledge, impact and influence on the Board. The Independent Directors of the Company also convened a separate meeting on February 02, 2023 and evaluated the performance of the Board, Non-Independent Directors and the Chairman. The Board is con dent that collectively and individually best possible efforts have been drawn.

Staff members

Performance management systems are in place and timely reviews were facilitated to provide feedback to the employees on their performance.

INTERNAL CONTROL SYSTEMS

As part of internal controls, the ERP environment has been plugged with standard operating procedures (SOPs) including checks & balances besides approval matrix to ensure accuracy of financial and non- financial transactions. Further, there are Internal and Branch audits conducted both on quarterly and on an annual basis respectively, by external Chartered Accountant Firms to ensure correctness of data.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instance of fraud committed against the Company by its ocers or employees, the details of which need to be mentioned in the Boards report.

AUDITS

Statutory Audit

In respect of the financial year 2022-23, there are no quali cation(s) or reservation(s) or adverse remark(s) or disclaimer(s) specified in the audit reports of the Standalone Financial Statements. Hence explanations or comments on the same do not become applicable.

Secretarial Audit

The Company has complied with all applicable provisions of the Secretarial Standards and Secretarial Audit Report for the financial year 2022-23, details of which forms part of the Annual Report.

Cost Audit

The Company maintains cost accounting records and has cost control measures in place.

AUDITORS

Statutory Audit

M/s. Praveen & Madan, Chartered Accountants (Firm Registration No. 011350S) having oce at No. 237, 2nd Cross, Cambridge Layout, Halasuru, Bengaluru 560 008 were appointed at the previous Annual General Meeting. They will continue as Statutory Auditors for the financial year 2023-24.

Secretarial Audit

The Board has accorded permission to the Managing Director for appointment/re-appointment of Secretarial Auditor for the financial year 2023-24, based on applicable Statutory/legal requirements. The appointment, terms & conditions and remuneration shall be subject to mutual consent of the Organisation and the Auditor.

Cost Audit

M/s. Rao Murthy and Associates, Cost Accountants (Firm Registration No. 000065) having oce at Sampurna Chambers 13, First Floor, Vasavi Temple Road, VV Puram, Bengaluru-560 004 have been appointed as the Cost Auditor and resolution for approval/rati cation of remuneration have been placed before the Members. Members may note that irrespective of the fact, that the Cost Auditor has opined that it is not mandatory for the Company to undertake cost audit, yet as good corporate governance and given the fact that ERP (Enterprise Resource Planning) is new, the Company had preferred for the same. Besides, a review of costing system was also undertaken by the Cost Auditor to ensure validation of variances as Standard Costing System is being followed in the aggregation of cost of goods sold.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return for the year 2022-23 in form MGT-7 in respect of the previous year have been uploaded on the website at https://www.adorfon.com/investors-info/mgt9/.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) notified by the Ministry of Corporate Affairs, all unpaid or unclaimed dividend are required to be transferred by the Company to the Investor Education & Protection Fund, after completion of seven years.

Further, according to the rules, shares on which dividend has not been claimed by the Shareholder(s) for seven consecutive years or more will have to be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred Rs.16,65,744.50 (Rupees sixteen lakhs, sixty ve thousand, seven hundred forty four and paise fty only) and 25,502 equity shares of Rs.2/- each to the IEPF Authority. Details of unclaimed dividend and equity shares transferred have been hosted on the website of the Company.

SUBSIDIARY

During the financial year 2022-23 the Company had contributed to equity share capital of its subsidiary amounting to rupees seven crores and fty lakhs. The wholly owned subsidiary became operational in January 2015 with inroads in to 3D printing to address orthodontic problems. While this may be deemed as a pioneering effort, the requirement and scale of operations require heavy capital base. The Company has endeavoured to infuse a mix of equity and debt to kick start and keep the project ongoing, within the overall budgetary norms of the parent company.

The positivity of the venture is the consistent upward registration of revenue growth and the number of Orthodontic Professional Doctors enrolled and the ip-side is the deferment or lagging of break-even-point. This point has also been brought about by the Auditor of the Subsidiary in terms of CARO reporting, as regards registration of cash losses by the venture during 2022-23 and in the corresponding previous year. With due deliberations and discussions with professionals from varied elds including Technical, Market Research, Financial, Human Resources etc. and based on Valuation Reports, it was decided by the Management of the Subsidiary, to maintain status quo as a Going Concern, particularly as the base of the organisation has been well-set and it is at the point of in ection.

PRODUCTS AND SERVICES

The Company during the financial year 2022-23 laid thrust on online systems and solutions to create a niche digital platform. Greater presence was made in social media like Facebook, LinkedIn and Youtube. This is expected to have far reaching transitional effect on the method of managing business.

REGISTRATIONS

The Companys products are manufactured to international standards with adherence to quality systems and marketed under registered Trademarks. Further, the primary logo of the Company, ‘Ador Fontech is a registered mark and during the year 2022-23, the Trade Marks Authority had granted permission for registration of Ador-peace of mind in few classes and in respect of few others, the process is ongoing.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

During the financial year 2022-23, Inter-corporate-deposit (ICD) to Ador Powertron Limited and 3D Future Technologies Private Limited was facilitated of which principal along with interest were duly repaid by the former and interest by the latter with partial repayment.

The reckoning of interest for ICD was placed significantly higher than the bank rate. The requirement for ICD emanated from the need to bridge nance working capital requirements, as per request letters received from the respective organisations.

Note: Aggregate of investments and loans provided are within the powers and limits specified under Sections 179, 185 and 186 of the Companies Act, 2013.

CAPITAL EXPENDITURE

Employees have to travel deep in to industrial belts and some times in rugged terrains for marketing, sales and services. It is not only the mobility factor, but there is also the need to use time productively and judiciously in the best interest of the organisation. Hence, backlog on Capex particularly on account of vehicles, which was put on hold during Covid was duly cleared.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

LIQUIDITY

To have an optimum level of liquidity, the Company has ensured:

Maintenance of healthy current ratio at all times during the year

Best of efforts were channelised towards cost control/reduction of overhead expenses, to the extent possible

Ensured credit cycle and investments are correctly managed to reduce default risk Further, the Company continued to enjoy debt free status resulting in nil nance cost.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2022-23, the Company engaged in 17 activities involving a total payout of rupees forty eight lakhs and fty thousand. Details of which have been provided as part of the Report on Corporate Social Responsibility. Incidentally, the Company has surpassed amount statutorily required to be spent on CSR activities.

MATERIAL CHANGES, COMMITMENTS AND ORDERS

There has been no significant material changes and commitments affecting the financial position of the Company, which has occurred between the end of the financial year and the date of this report. There were no significant orders passed against the Company, by the Regulators or Courts or Tribunals, impacting the going concern status and the Companys operations in the future.

EMPLOYEES AND WORKPLACE CULTURE

The Company works on a cluster of professional staff members, both from sales and non-sales domain. The employees of the Company are skilled to perform activities as per the requirements of Key Result Area (KRAs) and Key Performance Indicators (KPIs). The Company is to a great extent policy driven with de nitive good working culture. There is also a strong vigil mechanism (whistle-blower) policy in place and all employees have access to the Chairman of the Audit Committee, in case they may wish to report any concern.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company believes in providing a safe work environment to its employees. To ensure such an environment, the Company has adopted ‘Anti-Sexual-Harassment policy which is in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

An internal complaints committee has been specially constituted to redress complaints under sexual harassment. During the scal year 2022-23, there were no complaints received under this category.

HEALTH AND SAFETY MEASURES

Health of employees and their families is paramount. The Company has subscribed to Doc Online where in online consultations with Doctors are made possible round the clock. Besides, there are also regular programmes pertaining to wellness being conducted through the year like webinars, yoga and pranayama classes etc.

As regards maintenance of hygiene, the Company has outsourced housekeeping activities and extra cleanliness adopted during Covid, still continues.

Further, during the course of work, employees are provided with necessary safety gadgets and inspections are conducted at regular intervals.

QUALITY SYSTEMS

The Company holds the following ISO certi cations (i) ISO 9001:2015 (ii) ISO 14001-2015 and (iii) ISO 45001:2018 through the aegis of DNV GL Business Assurance. While the first two are Quality Certifications, the third pertains to Occupational Health and Safety Management System.

RISK MANAGEMENT

The Company has adopted ‘Risk Management Policy to identify, assess, monitor and mitigate various risks which may impact the Companys business. The Company has an adequate framework to curtail any adverse impact on its core operations. The Board of Directors and Management are committed towards identifying major risks exposed to the business and means to mitigate the same.

INSURANCE

The Company has sucient insurance coverage encompassing Assets, Inventories, Transit, vehicles etc.

The Company has also covered employee related risks like Personnel accident, Workmen compensation, Employees deposit linked insurance scheme etc. in order to safeguard the interest of personnel.

NOMINATION AND REMUNERATION POLICY

As required under the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, the Company had adopted policy for Directors appointment and remuneration including criteria for determining quali cations, positive attributes, independence of Directors etc. Details on remuneration policy are explained in the Corporate Governance Report.

DISCLOSURES

Related party transactions

All transactions entered in to with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the financial year, were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no material significant transactions with related parties, during the financial year which were in conflict with the interest of the Company. Hence statement in form AOC-2 is not required to be annexed to this report.

Suitable disclosures as required by the Accounting Standards have been provided in the notes to the Standalone and Consolidated Financial Statements. The approved policy on ‘Related Party Transactions has been made available on the website of the Company.

Insider trading

The Company has adopted ‘Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by Directors and designated persons of the Company.

Further, the Stock Exchange and Designated Employees were duly informed on the closure and opening of the trading windows.

Details of fees paid to the Statutory Auditors

The total fees for all services paid by Ador Fontech Limited to M/s Praveen & Madan, Statutory Auditors, for the year endedMarch 31, 2023:

Name	Amount (In Rs.)
Audit fees	7,50,000
Certi cations	73,160
TOTAL	8,23,160

Details of utilisation of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32 of the SEBI (LODR) Regulations, 2015

There were no funds raised by the Company through preferential allotment or qualified institutional placement during the financial year 2022-23.

Certi cate on non-disquali cation of Directors

A certificate from Practicing Company Secretary has been received by the Company stating that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or to continue as Directors.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year: Not applicable

Details of difference between the amount of valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof : Not applicable

Disclosures with respect to demat suspense account/unclaimed suspense account

In accordance with the requirements of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022, the Company has opened a Suspense Escrow Demat Account with the Depository Participant for transfer of shares lying unclaimed for more than 120 days from the date of issue of Letter of Con rmation to the Shareholders in lieu of physical share certificate(s), to enable them to make a request to Depository Participant for dematerialising the shares. During the year under review, none of the shares has been transferred to Suspense Escrow Demat Account.

Other disclosures

The following reports have been annexed/appended and forms part of the Directors Report:

Management discussion and analysis report

Corporate governance report

Report on CSR activities (including details of activities undertaken and amount spent)

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

Particulars of arrangements/transactions made with related parties

Particulars of employees

Details of Subsidiary and Associates

WEB LINK

All requisite documents have been uploaded on the website of the Company ‘www.adorfon.com.

INITIATIVES

The Company continues to sustain its commitment to highest levels of quality, superior service management, robust information security practices and mature business continuity management. These fundamental ethos and integrity will continue to transcend in the years to come.

ACKNOWLEDGEMENTS

Employees are always recognised as an invaluable asset of the Company. The Directors wish to place on record their deep sense of appreciation in acknowledgement of their yeomen service. On the same parlance, also extend thankfulness and gratitude to all Government and Regulatory Authorities, Municipal Corporations, Financial Institutions, Shareholders, Customers, Authorised Dealers, Channel Partners, Suppliers, besides all Organisations associated with the Company for their continued patronage and splendid co-operation.

	On behalf of the Board
	For ADOR FONTECH LIMITED
	A T MALKANI
Bengaluru	Chairman
May 29, 2023	DIN: 01585637