fairfield atlas ltd Directors report

The Directors are pleased to present their Twenty-ninth Annual Report together with the Audited Financial Statements of Fairfield Atlas Limited (the "Company") for the year ended 31st March ,2019

Financial Results

		(Rs. in lakhs)
	2018-19	2017-18
Total Revenue	62163.23	53258.36
Profit before depreciation, Interest and Tax	11330.09	9678.24
Interest and other finance charges	7.93	7.00
Depreciation and Amortisation	2813.17	2299.50
Profit before Tax	8508.99	4671.74
Income tax expenses:
Current tax	3190.64	2013.78
Deferred Tax charge (credit)/charge	(164.62)	(785.10)
Profit after tax	5482.97	3443.06

Previous years figures have been regrouped to conform to current years classification

II. Dividend

The Directors did not recommend dividend for the year ended 31st March ,2019.

III. Performance

The financial year under review was once again a year of excellent performance with robust growth which propelled the Company to achieve 18% increase in its revenue by Rs.88.94 Crores. This growth was largely driven by increase in exports and change in product-mix higher intake of orders from the domestic and new customers. Being part of the Dana group of Companies the Company will endeavor to capitalize on potential growth opportunities and leverage synergies with other group units.

Consequently there was an increase in total income for the financial year under review from Rs.53258.36 lakhs in the previous year to Rs.62,163.23 lakhs in the financial year under review. Net Profit after tax for the year recorded an increase at Rs.5,482.97 lakhs as against Rs.3443.06 lakhs in the previous financial year.

Future strategy involves focusing on customer needs and expanding product portfolio and increasing customer base so as to accelerate its earnings growth. On a global level the Dana Inc.of which the Company is a part is a supporter of clean environment and hence is focusing on electric drives and transmission components for electric and hybrid vehicles.

Business for current financial year both in the Domestic and Export Sector is facing global slowdown which may impact the profitability prospects of the company. Forecast of a near normal monsoon with Government emphasis on infrastructure development may act as favourable factors for growth. Additionally being part of the Dana group of companies the Company is likely to enjoy enhanced and varied business opportunities thereby boosting its growth. The Company continues relentlessly to focus on tighter cost controls coupled with process efficiencies.

IV. Acquisition by Dana Incorporated

Dana Inc. completed on 28th February, 2019 the acquisition of the drive systems segment of the Oerlikon Group including Companys Fairfield Brand. Accordingly the Company is now part of the Dana Group of Companies. With this acquisition the Companys manufacturing capabilities are likely to expand. Dana a global leader in the manufacture of high precision gears, planetary drives etc. offers a right platform to fully leverage our potential and create new opportunities, new customers and new products thus repositioning our business expansion to a wider spectrum of business strategies.

V. Directors Responsibility Statement

Pursuant to the provisions of subsection (3) (c) of Section 134 of the Companies Act, 2013, the Board of Directors confirm:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2019 and of the profit of the Company for the year ended on that date;

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

(iv) that the Directors had prepared the annual accounts for the year ended 31st March, 2019 on a going concern basis;

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

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

VI. Finance

The Company has no debts outstanding as on year end.

VII. Extension of time for holding Annual General Meeting

The Company was required to hold its Annual General Meeting by 30th September, 2019. However-due to delay in appointment of 2nd Independent Director the AGM could not be held by the aforesaid date. Accordingly the Company made an application to the Registrar of Companies, Maharashtra requesting extension in time for holding Annual General Meeting. The Registrar of Companies, Maharashtra vide his letter dated 27th September, 2019 granted extension by 3 months.

VIII. Number of meetings of the Board of Directors

During financial year ended March 31, 2019 five Board Meetings were held

The dates on which the Board Meeting were held are June 21, 2018, July 24, 2018, October 8, 2018, January 28, 2019 and February 27, 2019.

The Attendance of the Directors at these meetings was as under:

Directors	Number of Board Meetings attended
Mr. Sunil Sehgal (Chairman)	5
Mr. Oliver Dohn	1
Mrs. Milagros M.C.Perez	2
Mr. J.M. Mapgaonkar	4
Mr. K.N.Rattan	5
Mr. D.E. Jacob	4

IX. Statement on Declaration given by Independent Directors under sub-section (6) of Section 149

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteria of independence as provided in subsection (6). During the Financial year a meeting of the Independent Directors was held on January 28, 2019 to review and discuss matters as mentioned in Schedule IV of the Companies Act.

X. Subsidiaries

The Company does not have any subsidiary.

XI. Particulars of Loans, Guarantees or Investments under Section 186

No Loans, Guarantees were given and no Investments made during the Financial year ended March 31, 2019

XII. Extract of Annual Return

The Extracts of the Annual Return is prepared in Form MGT-9 as per provisions of the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 and the same is enclosed as Annexure I to this Report

XIII. Particulars of Contracts or arrangements with related parties referred to in sub-section(l) of Section 188.

The particulars of contracts or arrangements with related parties referred to in sub-section(l) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section(S) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 and the same is enclosed as Annexure II to this Report

XIV. Transfer of Amount to Reserves

The Company proposes to transfer Rs.5,482.97 lakhs to General Reserve for the Financial year ended March 31, 2019

XV. Corporate Social Responsibility

Corporate Social Responsibility (CSR)as recommended by the Committee and accepted and adopted by the Board encompasses mechanism for undertaking socially useful programs for welfare and sustainable development of the underprivileged groups of Urban and Rural Communities. These programs would focus on education issues, empowerment of women, health care including working with elderly citizens and old age homes, developing source of pure drinking water specifically in rural areas, environment sustainability etc. These would help the development of not only stakeholders but Society as a whole. A Corporate Social Responsibility Committee was constituted with Mr. Sunil Sehgal, Mr. D.E. Jacob and Mr. J. M. Mapgaonkar (Independent director) as members. On resignation of Mr. J.M. Mapgaonkar the CSR Committee is reconstituted with addition of Mr. Avinash Gandhi Independent Director as Member.

A Report on Corporate Social Responsibility in the format as per Rule 8 of Company (Corporate Social Responsibility Policy) Rules 2014 is enclosed as Annexure III to this Report.

Due to delay in submission of bills by supplier payment could not be made for sanitation facilities at Devarwadi, resulting in shortfall of Rs.2.10 Lakhs in CSR spend

During the Financial year, Corporate Social Responsibility Committee meetings were held on June 21, 2018 and January 28, 2019.

Attendance at these meetings was as under:

Members	Number of meetings attended
Mr. Sunil Sehgal (Chairman)	2
Mr. J. M. Mapgaonkar	2
Mr. D.E.Jacob	2

XVI. Industria l Relations

During the financial year, Industrial relations at the Companys Plant continued to be cordial and harmonious. During the year, the Company organized various training programs, seminars and interactive sessions and awareness programs for the benefit of the employees and enhancing their capabilities. The Company believes that well-being of its employees is well being of the community.

XVII. Demat of shares under Companies (Prospectus and Allotment of Securities) Rules for purposes of transfer.

Pursuant to amendment of the above Rules shares of the Company being unlisted can only be transferred in dematerialized mode with effect from 2nd October, 2018. Shareholders are therefore requested to convert their shares from physical mode to dematerialized mode by contacting any depository participant in case they wish to transfer their shares. For facilitating dematerialization of its shares the Company had already made arrangements with both depositories CDSL and NSDL when its shares were listed. For the purpose of dematerialization the Companys number is ISIN INE 922C01013 which can be quoted on Demat request form.

XVIII. Particulars of Employees

The Company had no employee who was in receipt of remuneration of Rs.102 lakhs or more during the financial year under review or Rs.8.50 lakhs or more per month during any part of the said year. Further as required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended a statement including the names and other particulars of the top-ten employees in terms of remuneration drawn is set out in Annexure IV to this Report.

The Company does not have any employee who was employed throughout the financial year or part thereof and was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the Managing Director and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares in the Company.

XIX. Conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to provisions of Section 134(3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules

The information required in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to provisions of Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules is furnished and is enclosed as Annexure V to this Report

XX. Risk Management

The Company has a risk management framewor k that works at various levels of the organization to oversee the variou s risks the Company faces. It has an adequate internal control system and procedures for controlling risks and organizational process for managing and reporting on risks and dealing with risk factors affecting the organization. All assets are adequately insured. The Companys risk management is carried out by the treasury department of the Company under policies approved by the Board of Directors. The treasury department identifies, evaluates and hedges financial risks through derivative financial instruments. The Board gives directions for overall risk management.

XXI. Mechanism for Evaluation of Board

The evaluation of performance of all Board members is done so as to ascertain appropriate skills and experience for effective functioning of the Board and individual directors.

The performance of the Board of Directors as a whole and its Committees would be evaluated on the number of meetings held during the year, the duration of meetings the information given to the Board Members and the information exchanged between them.

Parameters for evaluating individual directors

i) Attendance and level of active participation at Board Meetings.

ii) Professional and educational qualifications and knowledge of the Companys activities and business environment.

iii) Independence of judgement and contribution,

iv) Safeguarding interests of Company.

XXII. Nomination and Remuneration Committee

The members of the present Nomination and Remuneration Committee are Mr. J. M. Mapgaonkar and Mr. Keshwa N. Rattan (Independent Directors) and Mr. Sunil Sehgal. The Committee sets out a Policy on remuneration of Senior Managerial Personnel and Managing Director. During the financial year one meeting of the Nomination and Remuneration Committee was held on June 21, 2018. On the resignation of Mr. Mapgaonkar and Mr. Rattan, the Nomination and Remuneration Committee was reconstituted with addition of Mr. Avinash Gandhi and Mr. Rakesh Jinsi Independent Directors as members in their place.

Attendance at this meeting was as under:

Members	Number of meetings attended
Mr. J. M. Mapgaonkar (Chairman)	1
Mr. Sunil Sehgal	1
Mr. K.N. Rattan	1

XXIII. Remuneration Policy for Managing Director and Senior Managing Personnel

i) Managing Director would be paid such remuneration as mutually agreed between him and the Company within overall limits of the Companies Act 2013 and remuneration policy of Dana Group as applicable to Senior Managerial Personnel and is subject to shareholder approval.

ii) The remuneration of Key Managerial Personnel consists mainly of salary, allowances, perquisites, incentives.

iii) Remuneration level is considered depending on the individuals role, experience and achievement of results.

iv) Salary increases are determined on overall performance and in achieving success in key result areas.

Criteria of Independence of Directors would be as laid down in the Companies Act 2013. The Independent Directors would be required to abide by the Code of Conduct of Independence as specified in Schedule IV to the Companies Act 2013.

XXIV. Audit Committee

The members of the present Audit Committee are Mr. J. M. Mapgaonkar and Mr. Keshwa N. Rattan (Independent Directors) and Mr. Sunil Sehgal. The Committee reviews with the Management the financial results prior to recommending them to the Board. The Committee recommends appointment of Statutory, Internal and Cost Auditors and fixing their remuneration. It formulates the scope, functioning, periodicity and methodicity for conducting the internal audit. All recommendations of Audit Committee were accepted by the Board. During the financial year three meetings of the Audit Committee were held on June 21, 2018, July 24, 2018and January 28, 2019. On the resignation of Mr. Mapgaonkar and Mr. Rattan, the Audit Committee was reconstituted with addition of Mr. Avinash Gandhi and Mr. Rakesh Jinsi Independent Directors as members in their place.

Attendance at these meetings was as under:

Members	Number of meetings attended
Mr. J. M. Mapgaonkar (Chairman)	2
Mr. Sunil Sehgal	3
Mr. K.N.Rattan	3

XXV. Stakeholders Relationship Committee

The members of the present Stakeholders Relationship Committee are Mr. J. M. Mapgaonkar, Mr. Sunil Sehgal and Mr. D.E. Jacob. The Committee meets as and when required to inter -alia deal with matters relating to transfer/transmission of shares, request for duplicate certificates and monitor redressal and grievances of shareholders. On the resignation of Mr. Mapgaonkar the Stakeholders Relationship Committee is reconstituted with addition of Mr. Avinash Gandhi Independent Director as member in his place.

No meetings of Stakeholders Relationship Committee were required to be held during the financial year.

XXVI. Material changes and commitments

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

XXVII. Directors and KeyManagerial Personnel(KMP)

Mr. Sunil Sehgal will retire by rotation at this Annual General Meeting and being eligible offers himself for reappointment as Director.

Mr. Oliver Dohn, Mrs. Milagros M.C. Perez, Mr. J. M. Mapgaonkar and Mr. K. N. Rattan the latter two being Independent Directors resigned from the Board with effect from 28th February, 2019. The Board placed on record their appreciation of the counsel and advice rendered by these directors during the tenure of their office.

Intimations of resignations were posted on the Companys website

Mr. Marcus D. King and Mr. Michael A. Campbell were appointed Additional Directors with effect from 28th February, 2019.Mr. Gajanan V. Gandhe was appointed Additional Director with effect from 12th October, 2019.They cease to hold office at the date of this Annual General Meeting and being eligible offer themselves for reappointment as Directors.

The Company has received requisite notices in writing from members proposing Mr. Marcus D. King, Mr. Michael A. Campbell and Mr. Gajanan V. Gandhe for appointment as Directors.

Mr. Avinash P.Gandhi and Mr. Rakesh Jinsi were appointed Additional Directors (Independent) with effect from 25th June, 2019 and 22nd October, 2019 respectively. They cease to hold office at the date of this Annual General Meeting and being eligible offer themselves for reappointment as Independent Directors.

The Company has received requisite notices in writing from members proposing Mr. Avinash P. Gandhi and Mr. Rakesh Jinsi for appointment as Directors. The Company has also received declarations from Mr. Avinash P. Gandhi and Mr. Rakesh Jinsi that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and their consent to act as Independent Directors.

None of the directors of the Company is disqualified as on March 31, 2019 for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

There has been no other change in the Key Managerial Personnel of the Company during the year.

XXVIII. Auditors

The Companys Auditors, Price Waterhouse Chartered Accountants LLP bearing firm Registration number 012754N/N500016, were appointed as the Statutory Auditors for a period of five consecutive years from conclusion of the 26th Annual General Meeting held on 27th September, 2016 up to the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2021. They have given their written consent for continuing as Auditors of the Company.

XXIX. Cost Auditors

The Board of Directors has upon recommendation of the Audit Committee re-appointed M/s. M.P. Turakhia and Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2019-20 subject o t approval of the Central Government.

Necessary certificate/confirmation has been obtained from M/s. M.P. Turakhia and Associates to the effect that they are eligible for appointment as Cost Auditors under Sec 141(3) (g) of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditors certifying their independence and arms length relationship with the Company.

XXX. Internal Auditors

The Board has appointed M/s. T. R.Chadha & Co LLP a reputed firm of Chartered Accountants as Internal Auditors for the Financial year ending March 31, 2020. The Company also has adequate internal financial controls commensurate with its scale of operations.

XXXI. Secretarial Auditors Report

As per the provisions of Section 204 of the Companies Act 2013, the Board of Directors have appointed GMJ Associates Practicing Company Secretaries as Secretarial Auditor to conduct secretarial audit of the Company for the Financialyear ended March 31, 2019.

Secretarial Audit Report issued by GMJ Associates in form MR-3 is enclosed as Annexure VI to this Report.

There are no qualifications, reservation or adverse remark in the Secretarial Audit Report

XXXII. Compliance with the provisions of Secretarial Standards 1 and 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2,relating to Meetings of the Board of Directors" and General Meetings" respectively,have been duly complied by the Company

XXXIII. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year the Company has not received any complaints pertaining to sexual harassment.

XXXIV. Auditors Report

The notes on Accounts, referred to in the Auditors Report are self-explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark.

XXXV. Acknowledgement

The Directors express their sincere thanks for the continued support and valuable co-operation extended earlier by Oerlikon Corporation and now DANA Incorporated as well as Dana Fairfield USA and commitment and contribution of the employees at all levels to the performance of the Company.

XXXVI.General

The Directors state that no disclosure or reporting is required in respectof following items as there were no transactions/events on these items during the year under review:

1. Issue of equity shares with differential rights as dividends, voting or otherwise

2. Issue of shares (including sweat equity shares) to employees of the Company under any Scheme

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future

4. Acceptance of Deposits

5. No fraud has been reported by any of the Auditors to the Audit Committee or the Board

6. The Company does not have any scheme of providing money for purchase of its own shares by employees or by trustees for benefit of employees.

	For and on behalf of the Board of Directors
Place: Greater Noida	SUNI L SEHGAL
Date: November 11, 2019	Chairma n

ANNEXURE- II

Form AOC-2

(Pursuant to clause (h) of sub-section 3 of Section 134 of the Companies Act,2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

Form of disclosureof particulars of contracts/ arrangements entered into by the company with related parties referred to in sub- section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto.

1) Details of contracts or arrangements or transactions not at arms length basis: NIL

2) Detail s of material contracts or arrangements or transactions at arms length

aj Names of related parties and nature of relationship where control exists.

A Name of the related parties and nature of relationship

i) Entities having control over the Company

a. Ultimate Holding Company

Dana lncorporated#

OC Oerlikon Corporation AG, Pfaffikon*

b. Intermediate Holding Company

Fairfield Manufacturing Company Inc.,U. S. A.

c. Holding Company

TH Licensing Inc., U. S. A.

ii) Other Related Parties with whom transactions have taken place during the year: Fellow Subsidiaries:

Graziano Trasmissioni India (Private) Limited

Oerlikon Drive Systems (SUZHOU) Co. Ltd.

(earlier know as Oerlikon (China) Technology Co.Ltd.)

Graziano Trasmissioni Czech S R O

Oerlikon Graziano SPA

Dana Investment GMBH#

GrazianoFairfield AG (Switzerland)# Dana India (P) Ltd#

Dana Graziano S.R.L# Dana Limited#

Oeriikon IT Solutions Limited, Switzerland*

Oerlikon Textile India Private Limited, India (OTIPL)*

Oerlikon Balzers Coating India Limited*

Oerlikon Drive System GMBH Pfaffikon*

OC Oerlikon Management AG, Pfaffikon*

Graziano Transmission SPA*

iii) Keymanagement personnel:

Mr. Sunil Sehgcl - Chairman

Mr. D. E. Jacob - Managing Director

Mr. J.M.Mapgaonkar - Independent Director (up to 28/02/2019)

Mr. Keshwa N. Rattan - Independent Director (up to 28/02/2019)

Mr. Oliver Dohn - Non-executive Director (up to 28/02/2019)

Mrs. Milagros M.C. Perez - Non-executive Director (up to 28/02/2019)

Mr. Marcus David King - Non-executive Director (wef 28/02/2019)

Mr. Michael Andrew Campbell - Non-executive Director (wef 28/02/2019)

iv) Entities where the related party as per (iii) above is Key managerial personnel

Sparsh Welfare Trust

#w.e.f. 01/03/2019

* Ceases to be related party with effect from 1 st March 2019

B) Disclosure of related party transactions.

Particulars	31 March 2019		31 March 2018
	Entity having control over the Company	Fellow Subsidiaries	Entity having control over the Company	Fellow Subsidiaries
	0)	(2)	0)	(2)
Sales of products (excluding excise duty)
Fairfield Mfg.CoJnc U.S.A	2,811,858,224	-	2,376,905,398	-
Graziano Trasmissioni India Private Limited	-	205,686,068	-	211,465,796
Oerlikon Drive System (Suzhou) Co Ltd.	-	803,055,064	-	537,956,136
Oerlikon Graziano SPA, Italy	-	109,495,383	-	35,965,814
Dana India (P) Ltd **	-	309,255	-	-
Sales of Services
Graziano Trasmissioni India Private Limited	-	14,326,613	-	6,552,023
Sales of Fixed Assets
Graziano TrasmissioniIndia Private Limited	-	16,135,784	-	10,527,935
Reimbursement of expenses
Graziano Trasmissioni India Private Limited	-	1,243,670	-	1,882,406
Fairfield Mfg.CoJnc U.S.A	2,111,371	-	10,496,696	-
OC Oerlikon Management AG, Pfaffikon*	-	-	-	619,520
Oerlikon Drive System (Suzhou) Co Ltd.	-	117,063	-	-
Purchase of Property, Plant and equipment
Fairfield Mfg.CoJnc U.S.A	-	-	23,167,317	-
Graziano Trasmissioni India Private Limited	-	11,335,286	-	2,932,953
Graziano Transmission SPA	-	-	-	3,201,798
Trade mark fees
OC Oerlikon Corporation AG, Switzerland*	23,273,628	-	27,766,258	-
Dana Limited	-	2,674,142	-	-
Purchases of Services
Oerlikon Balzers Coating India Limited, India	-	26,515,723	-	27,168,197
Graziano Trasmissioni India Private Limited	-	500,000	-	911,365
Purchases of Goods
Fairfield Mfg.Co.Jnc U.S.A	5,522,614	-	24,657,346	-
Oerlikon Drive System (Suzhou) Co Ltd.	-	-	-	402,512
Graziano Trasmissions India Private Limited	-	36,717,537	-	63,004,232
Development Tooling Income
Fairfield Mfg.Co.Jnc U.S.A	1,249,406	-	4,740,000	-
Graziano Trasmissioni India Private Limited	-	936,037	-	-
Management fees
Dana Investment GMBH**	-	1,216,789	-	-
GrazianoFairfield AG**	-	35,128,405	-	-
Oerlikon Drive System GMBH Pfaffikon*	-	-	-	39,936,817
Information Technology Services
Oerlikon IT Solutions Ltd.PFA*	-	26,144,431	-	22,280,000
Oerlikon Textile India Limited Ltd.*	-	307,603	-	1,019,309
Oerlikon Balzers Coating India Limited, India*	-	1,545,910	-	596,042

Transactions with Key Managerial Personnel

Particulars	31 March 2019	31 March 2018
Mr. D. E.Jacob
- Shor t term employment benefits	95,70,208	8,448,621
-Lon g term employment benefits***	324,970	568,320
- Post employment benefits***	52,362	507,225
Mr. J.M.Mapgaonkar
-Directo r sitting fees	200,000	180,000
Mr. Keshwa N. Rattan
-Directo r sitting fees	200,000	220,000

c) Outstanding balances arising from sales/purchase of goods and Services / Assets

Particulars	31 March 2019	31 March 2018
Trade payables
OC Oerlikon Corporation AG,	-	7,170,000
Pfaffikon#
Fairfield Mfg. Co. Inc, USA	1,863,319	30,440,000
Graziano Trasmissioni India Private	(28,355)	29,880,000
Limited
Graziano Transmission SPA	-	3,680,000
Dana Investment GMBH	1,095,048	-
GrazianoFairfield AG(Switzerland)	31,615,534	-
Oerlikon Balzers Coating India Limited#	-	9,040,000
Oerlikon Drive System (Suzhou) Co Ltd.	120,303	400,000
Oerlikon Drive Systems GMBH Pfaffikon#	-	27,860,000
	34,665,849	108,470,000
Trade receivables
Fairfield Mfg.Co. Inc, USA	664,320,490	161,260,000
Dana India (P) Ltd	2,092,319	-
Graziano TrasmissioniIndia Private Limited	8,612,400	36,070,000
Oerlikon Drive System (Suzhou) Co Ltd.	265,727,905	159,920,000
Oerlikon Graziano SPA	20,959,408	9,830,000
	961,712,522	367,080,000
Capital Advance
Oerlikon Graziano SPA	12,915,194	-
	12,915,194	-

d) Terms and conditions

All transactions with related parties were entered in the normal commercial terms and conditions. All outstanding balances are unsecured and repayable in cash.

Note:- The transactions with the related parties are disclosed upto/from the date the related party relationship ceased/came in existence. The year end balances are disclosed considering the related party relationship status as at the year end.

Notes:

* Perquisites to KMP have been valued as per Income-tax Act, 1961 and rules framed there under or at actual as the case may be.

** Disclosed based on the details provided by actuary on estimated basis.

ej Duration of the contracts/arrangements/transactions

The transactions pertain to the year April 1, 2018 to March 31, 2019

f) Dates of Approval of the Board if, any- Nil as the contracts are in ordinary course of business and at arms length basis.

	For and on behalf of the Board of Directors
Place: Greater Noida	SUNILSEHGAL
Date: November 11, 2019	Chairman

ANNEXURE IV

Statement of Particulars of Employees pursuant to the provisions of Rule (5) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

s No	Name and Designation	Remuneration Received Rupees in lakhs	Nature of Employment	Qualifications and experience of Employee	Date of commencement of employment	Age I n years	Last emplyment held before joining this company	The percentage of equity shares held within the meaning of clause(iii) of subrule (2) of RuleS	Whether is a relative of any director or manager of the Company
1	Devanand Edwin Jacob -Managing Director	95.70	Contractual	B.E - 25 years	Ol/Feb/1993	50	NA	N.A.	N.A.
2	Vinayagamoorthy Ammo Muthu - Associat eVice President	44.85	Contractual	Diploma in Mech Engg , PG Diploma in Mnaf. Mgt - 24 Years	26/Sep/2003	47	RSB Transmission (1) Ltd	N.A.	N.A.
3	Vijay Kumar Sinha - General Manager	48.24	Contractual	BSC Maths , CWA - 24 Years	05/Oct/2015	48	Helical Springs / Manesar, Gurgaon	N.A.	N.A.
4	Suryakant Dadu Mane - General Manager	24.63	Contractual	Dilpma in Mech - 26 Years	Ol/Nov/1992	46	Singg Engg Work (training) /10 months	N.A.	N.A.
5	Nuthi Eswara Rao - Assistant General Manager	21.27	Contractual	Diploma in Metallurgica Engg - 22 Years	30/Aug/2014	44	Hitech Gears Ltd.	N.A.	N.A.
6	Gopakumar Madhavan Menon - Assistant General Manager	20.39	Contractual	BE Electronics - 26 Years	1 2/Oct/2008	51	Enkei Cast Alloy Limited / Pune	N.A.	N.A.
7	George Cajitan Fernandes - Deputy General Manager	20.23	Contractual	BCOM / SSLc /PUC - 27 Years	01/Dec/ 1993	48	NA	N.A.	N.A.
8	Sanjay Dattu Nerale - Deputy General Manager	19.20	Contractual	Dip in Mech Engg - 26 Years	01 /Dec/1992	48	Trainee Engineer / One Year at Halshidhnath Sugar Factory, Nipanl	N.A.	N.A.
9	Radhesh Ramachandra Salunke * - Assistan t General Manager	21.06	Contractual	BCOM / LIB - 22 Years	20/Feb/1996	52	NA	N.A.	N.A.
10	Anil M Game - Assistant General Manager	20.84	Contractual	PGDBM & Engg in industrial Engg - 21 Years	Ol/Jun/2017	40	Assistant General Manager at Graziano	N.A.	N.A.

* Radhesh Ramachandra Salunke till 25th February 2019

ANNEXURE V

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is forming part of the Directors Report for the financial year ended 31st March, 2019

(A) Conservation of Energy

The Company is committed to energy and environment conservation and protection as an important aspect in its operations. Accordingly it has made efforts to monitor and improve energy performance. To this end energy efficiency initiatives have been implemented across its Plants. The Company will pursueits efforts at energy conservation in future by taking other measures on energy saving. Few of such steps and initiatives that have been taken on energy conservation are listed below:

(i) The steps taken/impact on conservation of energy

Energy Conservation Activities

• Installed Air blowers in place of compressed air on 2 Nos of washing machine at a saving of 0,50 MINR per year.

• Installed briquetting machine in scrap yard to make briquette of chips at a saving of 1.40 MINR per year.

• Introduced new3000 KVA OLTC transformer for constant voltage and reduction in losses.

• Introduced VFDto 15 HP motor of cooling tower at a saving of 0.20 MINR per year.

• 100% elimination of T-5 tube fittings with LED tubes in shop floor without affecting the luxlevel.

• 100% Elimination of conventional street light with LED lights in DTA.

• Introduced magnetic resonator to LPG line of BGL furnace.

• Conducted Energy Audit of entire compressed air system including compressors, distribution and consumption points.

• Open loop lubrication to closed loop lubrication system on 2 Nos of shaping machine for savingof lubrication oil.

• Maintained power factor asUnity throughout the year.

• Phase wise implementation of IE3 grade energy efficient motors.

• Reduction of Air consumption in Assembly by implementing Battery operated Nutrunners

Proposed Energy Conservation Activities

• Thyristorised power controllers for Heating system.

• Installation of Energy Efficient Motors 7.5 HP to Shaping machine-10 Nos

• Installation of constant voltage system to lighting system

• Air netpiping system in machine shop.

• Installation of VFDto 25 Hp motor in cooling tower.

• Centralized compressor net work system in DTA plant.

• Replacement of conventional transformer of 2500 KVA with OLTC transformer for reduction in losses and constant voltage.

(ii) The steps taken by the Company for utilizing Alternate sources of Energy:

During the financial year under review the Company did not have any plans for utilizing alternate sources of energy.

(iii) The capital investments on energy conservation equipments:

No specific investments on energy conservation equipments made during the year

(B) Technology Absorption

(i) The efforts made towards technology absorption : NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : No Technology has been imported during last three years

(iv) The expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings and outgo

The foreign exchange earnings is Rs.38,259.89 Lakhs and outgo is Rs.7,143.14 Lakhs.

	For and on behalf of the Board of Directors
Place: Greater Noida	SUNIL SEHGAL
Date: November 11, 2019	Chairman