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TRANSCRIPT
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11
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11 51 Annual Report 2015-16st
EMCO LIMITED
CONTENTS
Financial Highlights 02
Directors’ Report 03
Statement pursuant to Section 129 of the Companies Act, 2013 10
Management Discussion & Analysis 15
Corporate Governance Report 32
Auditors’ Report 48
Balance Sheet 56
Statement of Profit & Loss 57
Cash Flow Statement 58
Note to Financial Statements 59
Auditors’ Report on Consolidated Financial Statements 81
Consolidated Annual Accounts 86
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(All amounts in ` Lakhs, unless otherwise stated)
Particulars 2015-16 2014-15 2013-14 2012-13 2011-12
Revenue Account
Net Sales 80,625.10 91,223.28 83,067.93 66,880.96 80,952.67
EBIDTA 6,522.97 9,253.60 8,913.83 7,608.28 7,981.09
Profit / (Loss) Before Tax (PBT) (3,671.31) 607.02 1,082.98 556.21 914.90
Taxation (1,131.73) 281.57 376.13 267.76 108.55
Profit / (Loss) After Tax (PAT) (2,539.58) 325.45 706.85 288.45 806.35
Capital Account
Share Capital 1,351.52 1,351.52 1,302.74 1,302.74 1,302.74
Reserves & Surplus 54,297.84 56,837.42 55,784.48 55,154.85 55,017.75
Shareholders' Fund 55,649.36 58,188.93 57,087.22 56,457.59 56,320.49
Borrowings 56,293.75 57,739.53 48,678.08 42,343.52 42,674.90
Financial Ratios
EBIDTA to Sales 8.09% 10.14% 10.73% 11.38% 9.86%
PBT to Sales (4.55%) 0.67% 1.30% 0.83% 1.13%
PAT to Sales (3.15%) 0.36% 0.85% 0.43% 1.00%
Book Value (Face value ` 2/- per share)
82.35 86.11 87.64 86.68 86.46
Debt Equity Ratio 1.01 0.99 0.85 0.75 0.76
EPS (`) - Basic (3.76) 0.50 1.09 0.44 1.24
Dividend NIL 5% 5% 10% 10%
FINANCIAL HIGHLIGHTS
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DIRECTORS’ REPORT To,
The Members of EMCO Limited,
Your Directors present the 51st Annual Report on the business and operations of the Company together with the Consolidated and Standalone Audited Financial Statements for the year ended 31st March 2016.
Financial Summary/Highlights
During the year under review, the financial performance of the Company is as under:
(Amounts in ` Lakhs)
Particulars Standalone2015-16 2014-15
Total Income 80,683.94 91,243.29Profit / (loss) Before Taxation (3,671.31) 607.02Less: Provision for Tax – Current - 179.57
Deferred Tax (1,131.73) 263.31Earlier Year Tax - 18.26MAT Credit Entitlement - (179.57)
Profit After Taxation (2,539.58) 325.45Add: Balance brought forward from previous year 21,209.02 20,964.91Profit Available For Appropriation 18,669.44 21,290.36APPROPRIATIONS:Proposed Dividend - 67.58Tax on Proposed Dividend - 13.76Balance carried to Balance Sheet 18,669.44 21,209.02TOTAL APPROPRIATION: 18,669.44 21,290.36
Overview of Company’s Financial Performance
During the year under review, Income from Sales and Services of the Company was stood at ` 80,684 Lakhs against ` 91,243 Lakhs in the previous financial year.
The Company has incurred a net Loss of ` 2,540 Lakhs in the current financial year against the net profit of ` 325 Lakhs in the previous financial year.
Transfer to reserves
During the financial year under review, the Company did not transfer any amount to reserve.
Dividend
Considering the loss incurred during the year under review, your Directors have not recommended any dividend.
Share Capital
The paid up equity shares capital of the Company is ` 13,51,51,770/- divided in to 6,75,75,885 shares of face value of ` 2/- per share. During the year under review, the Company has not allotted any shares to directors and employees of the Company and therefore disclosure under Section 67(3)(c) of the Companies Act, 2013 (“Act”) in respect of voting rights not exercised directly by the employees of the Company is not required.
Update on Scheme of Arrangement
During the year under review, in accordance with the direction of the Hon’ble High Court of Bombay vide its order dated 16th October, 2015, the Members of the Company at the Court Convened Meeting held on 17th November, 2015 approved the Scheme of Arrangement between EMCO Limited and its wholly owned subsidiary Company EMCO Infrastructure Ltd (“EIL”) and their respective shareholders and creditors providing for sale and transfer of the Infrastructure Undertaking of the EMCO Limited to EIL. However, on account of change in market conditions related to Infrastructure business and lack of interest shown by investors in Infrastructure Sector globally and particularly in India, the Board of Directors of the Company at their meeting held on 9th
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February, 2016 withdrew the said Scheme of Arrangement. In view thereof, the Hon’ble High Court on 1st of April, 2016 passed the order as the Scheme withdrawn.
Change in the nature of business
There was no change in the nature of business of the Company during the financial year under review.
Public Deposits
During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Section 73 and Section 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014 and any amendment thereof.
Subsidiaries and Joint venture Companies
As per the provisions of Section 136 of the Act, the Annual Audited Financial Statement of each of the subsidiaries of the Company are displayed on the website of the Company. If any Member of the Company so desires, the Company will be happy to make available the Annual Audited Accounts of the subsidiaries to him/her on request. The physical copy of the said documents will also be available at the Company’s registered office for inspection, during normal business hours on all working days, excluding Saturdays.
During the year under review, the Company incorporated a wholly owned subsidiary in UAE in the name of ‘EMCO Global DMCC’. The said wholly owned subsidiary is likely to start its activities in the year to come.
Consolidated Accounts
The performance and financial position of each of the Subsidiaries, Associates and Joint venture companies are detailed in Statement containing salient features of the financial statement of subsidiaries/ associate companies/ Joint Ventures” in form AOC- I which is prepared pursuant to Section 129 of the Act and annexed herewith as Annexure- A.
Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Act, and in accordance with the Articles of Association of the Company, Mr. Shailesh S. Jain (DIN:00006180), Non Executive Director designated as Vice-Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.
During the year under review, Mr. S. V. Deo (DIN: 00210554), Mr. Bherulal Choudhary (DIN:00011905) and Mr. Sanjay Bhatnagar (DIN: 00867848), Independent Directors of the Company completed their first term of appointment and they were appointed as Independent Directors of the Company for their second term for a period of five years by members of the Company by passing special resolution for each of them at the 50th Annual General Meeting held on 25th September, 2015.
Similarly, Mrs. Priyamvada Bhumkar (DIN:00726135) was regularized as Director and appointed as Independent (Woman) Director for her first term of five years at the 50th Annual General Meeting held on 25th September, 2015
Declaration by Independent Directors
The Company has received declaration of Independence under Section 149(7) of the Act, that he/she meets the criteria of Independence laid down in Section 149(6) of the Act, and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future
During the financial year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.
Adequacy of Internal Financial Control
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding the assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosure.
Composition of Audit Committee
The Audit Committee comprises of four Non-Executive Directors and all are independent Directors. The Chairman and other Members of the Committee are having ability to read and understand financial statement. All members have knowledge of finance, accounting and law. Composition of the Audit Committee during the financial year 2015-16 is as follows:
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Sr. No. Name of the Committee Members Designation
1. Mr. Sanjay Bhatnagar Chairman
2. Mr. S. V. Deo Member
3. Mr. Bherulal Choudhary Member
4. Mrs. Priyamvada Bhumkar Member
There were no matters during the financial year 2015-16 wherein the Board did not accept recommendations given by the Audit Committee.
Establishment of Vigil Mechanism
The Company has established and adopted Vigil Mechanism and the policy thereof for directors and employees of the Company in accordance with the provisions of the Act as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.
The vigil mechanism policy is available on the website of the Company at link: http://www.emco.co.in/pdf/policy/Vigil%20Mechanism%20Policy.pdf
Particulars of remuneration to Directors and Employees
Pursuant to Section 197(12) of the Act read along with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and Employees of the Company are annexed with the report as Annexure- B.
Management Discussion and Analysis
The Management Discussion and Analysis forms part of the Directors’ Report is annexed herewith as Annexure C.
AUDITORS
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the Companies (Audit & Auditors ) Rules, 2014, M/s. P. Raj & Co.(FRN: 108310W) and M/s. Chaturvedi & Shah (FRN: 101720W), practicing Chartered Accountants, Joint Statutory Auditors of the Company were appointed for their second term for the period of 2 years and 5 years respectively at the 50th Annual General Meeting held on 25th September, 2015. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received confirmation certificate from them that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.
b) Secretarial Auditors
M/s. Makarand M. Joshi & Co. Practicing Company Secretaries, had been appointed as Secretarial Auditor of the Company to conduct Secretarial audit for Financial Year 2015-16, as required under Section 204 of the Act and rules made thereunder. Secretarial Audit Report issued by M/s. Makarand M. Joshi in form of MR-3 for Financial Year 2015-16 annexed herewith as Annexure- D.
c) Cost Auditors
Pursuant to the provisions of Section 148(1) of the Act, the Company maintains Cost records. M/s. Kishore Bhatia & Associates (FRN: 00294), Cost Accountants, were appointed as Cost Auditors of the Company for the financial year ended 31st March, 2017 at a remuneration of ` 2,25,000/- per annum plus service tax and reimbursement of out of pocket expenses that may be incurred. The Cost Audit Report or Compliance certificate in this regard to be obtained from Cost Accountants for the year ended 31st March, 2016. Your Directors recommend to ratify remuneration payable to him for the year ended on 31st March, 2017
d) Internal Auditors
Based on recommendation made by the Audit Committee, M/s. Rahul Birla & Company (FRN: 122589W), Chartered Accountants were appointed as Internal Auditors of the Company for financial year 2016-17.
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Explanations by the Board on qualifications, reservation or adverse remark or disclaimer made by the Auditors in their report
• Auditors in their report There were no qualification, reservation, disclaimer and adverse remarks made by the Auditors of the Company in their
audit report.
• Company secretary in practice in his secretarial report
Sr. No.
Observation Reply to the observation
1. The Company has made delay in filing of Form – APR with respect to Overseas Direct Investment.
The delay in filing of Form – APR was inadvertent on the part of the Company.
Employees Stock Option Scheme (ESOS)
Human Resource is the essential resource for the growth of the Company and man power is the strength for achieving mission of the Company. Based on this view, your Company has framed following Employee Stock Option Schemes for the financial growth of employees of the Company.
1) Employees Stock Option Scheme, 2006
2) Employee Stock Option Scheme, 2011
3) Employee Stock Option Scheme, 2015
Pursuant to provisions of the SEBI ( Share Based Employee Benefits) Regulations, 2014 the detail statement of above mentioned options Schemes as on 31st March, 2016 are as given below:
Sr No. Particulars ESOS 2006 ESOS 2011
a. Option Granted 3,99,850 options 25,90,000 options
b. Pricing Formula Options have been granted at the closing market price of the equity shares of the Company one day prior to the date of grant.
Options have been granted at the closing market price of the equity shares of the Company one day prior to the date of grant.
c. Option vested 16,000 options 3,50,000 options
d. Option exercised 38,000 options -
e. Total number of ordinary shares arising out of the Options
1,90,000 Shares -
f. Options lapsed 3,51,170 options 16,09,900 options
g. Variation of terms of Options N.A. N.A.
h. Money realized by exercise of the options ` 171 Lakhs -
i. Total number of options in force 10,680 options 17,80,100 options
j. (i) Detail of option granted to senior management personnel
Name of employees are not disclosed in view of sensitivity involved
Name of employees are not disclosed in view of sensitivity involved
(ii) Any employee who receive in any one year of grant of options amounting to 5% or more of options granted during the year
N.A. N.A.
(iii) Employees who were granted options during any one year, equal to or exceeding 1% of the issued capital of the Company at the time of the grant
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k. Diluted EPS calculated in accordance with Accounting Standard 20 issued by ICAI for the year ended 31st March, 2016
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l. (i) Method of calculation of employee compensation Cost.
Intrinsic Value Intrinsic Value
(ii) Difference between the employee compensation cost so compared at (i) above and the employee compensation cost that shall have been recognized if fair value of options had been used.
N.A. N.A.
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(iii) The impact of the difference on profits and EPS of the Company for the year ended 31st March, 2016 had fair value of options had been used for accounting employee Options.
N.A. N.A.
m Weighted average exercise price and weighted average fair value of options granted during the year whose exercise price equals market price of stock on the grant date.
(there are no options granted whose exercise price either exceeds or less than the market price of the stock on the date of grant)
N.A. N.A.
n A description of the method and significant assumption used to estimate the fair values of options, including the following weighted average information:
i. Risk Free Interest Rate
ii. Expected Life
iii. Expected volatility
iv. Expected Dividends
The price of the underlying share in market at the time of option granted
N.A.
Note: in view of the Sub division of the shares and in terms with the relevant provisions of ESOS- 2006 the options stand adjusted along with entitlement to apply for 5 equity shares of ` 2 each instead of one Equity shares of ` 10 each.
The Employee Stock Option Scheme 2015 was approved by the Members of the Company at their Extra Ordinary General Meeting held on 22nd January, 2015. However, the Board of the Company is yet to grant options out of the said Scheme.
Extract of Annual Return
Pursuant to Section 134(3) (a) of the Act, the details of an extract of Annual Return in Form No. MGT-9 is annexed herewith as Annexure E to the Board’s report.
Number of Meetings of the Board
During the year under review, 5 (Five) Board Meetings and 5(Five) Audit Committee Meetings were held. The details of which is given in the Corporate Governance Report contain the part of Annual Report.
Directors’ Responsibility Statement
Pursuant to the requirement of Section 134(3)(c) of the Act with respect to the Directors’ Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the accounts for the financial year ended on 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit/ loss 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 the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the Directors had prepared the accounts for the financial year ended on 31st March, 2016 on a ‘going concern’ basis.
(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
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Details in respect of fraud reported by Auditors
Pursuant to Section 143 (12) of the Act, there were no such frauds reported by the Auditors of the Company during the year under review.
Policy on directors’ appointment and remuneration
Pursuant to Section 178 (3) of the Act, policy for selection and appointment of directors and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted by the Board of the Company and contain part of the Corporate Governance Report.
Particulars of loans, guarantees or investments under Section 186
Your company is engaged in providing infrastructure facilities and therefore the provisions of Section 186 of the Act, related to loan made, guarantee given or security provided is exempted and not applicable to the Company. Whereas investment made during the year has been disclosed in notes to accounts of the Financial Statement.
Particulars of contracts or arrangements with related parties
During the year under review, the Company has appointed Ms. Meenakshi Jain as President- Corporate Affairs with the approval of members in 50th Annual General Meeting of the Company held on 25th September, 2015. The particulars of every contract or arrangements entered into by the Company with related parties referred to in Section 188 of the Act, in Form No. AOC -II is forming part of Board’s Report and annexed herewith as Annexure F.
Corporate Governance Report
As required under the provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance and a certificate confirming compliance with the requirements of Corporate Governance forms part of this Annual Report.
Training to Independent Directors
The Company had arranged a presentation on rights, duties and responsibilities of Independent Directors brought by the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Material changes and commitments affecting financial position between the end of the financial year and date of report
There are no material changes and commitments affecting financial position between the end of the financial year and date of report.
Conservation and Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The particulars as prescribed under Sub-section 3(m) of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, are annexed herewith as Annexure G.
Risk Management Policy
The Company has formulated a Risk Management Policy, which reflects the overall risk management philosophy, the Company’s overall approach to risk management and the role and responsibilities for risk management.
The Company is mainly engaged in Transformers and Engineering Procurement and Construction (EPC) of Transmission line and sub-station projects. The Company continuously identifies and mitigates the risks through a robust risk identification and management system.
Details of some of the risks involved in the business are discuss below:
1) Commodity Risk
The Company deals with various commodities, such as steel, zinc, copper and aluminium. Fixed price contracts can have a negative impact if input costs rise, if it is not appropriately hedged in time. By adding price escalation clause in most of the contracts, the Company passes off such negative impacts to its client, partially or completely.
2) Currency Risk
The Company is exposed to the risk of currency fluctuations, if any exposure remains open. The Company believes in keeping its currency exposures hedged. It measures and manages these risks centrally and carries out periodic reviews of these risks; whenever required external experts are also consulted.
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3) Execution Risk
Execution delay may results in cost overruns and may also negatively impact company’s reputation. EPC projects could face delays due to external factors like Right of Way issues, manpower shortages, etc. The Company deploys a well defined standard operating procedure (SOP) – from project planning to completion. It keeps a close watch and review these risks periodically and take timely course corrections.
Corporate Social Responsibility (CSR)
Pursuant to the provisions of Section 134 of the Act, and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 Detailed Information as required is annexed herewith as Annexure H forming part of this report.
Report on Prevention of Sexual Harassment of Women
Detailed Report on cases filed & their disposal under the Sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013 for the period ended December, 2015 are as under:
Number of complaints of sexual harassment received: NIL
Number of complaints disposed off: N. A.
Board Evaluation
Pursuant to the provisions of the Act and erstwhile Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Commitee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
Insurance
All the assets of the Company are adequately insured.
Acknowledgment
Your Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed EMCOites for the contribution in trying to achieve the Company’s vision to “To Build A World Class Company Through Reliability and Be A Great Place To Work”.
On behalf of the Board of Directors For EMCO LIMITED Sd/-Place: Mumbai Rajesh S. Jain Date: May 30, 2016 Chairman (DIN:00005829)
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rovi
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axat
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- -
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. Pro
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. Pro
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ivid
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* Su
bsid
iary
hav
e re
port
ing
acco
unti
ng y
ear
endi
ng 3
1st
Dec
embe
r. H
owev
er, f
or t
he p
urpo
se o
f co
nsol
idat
ion
and
for
the
purp
ose
of g
ivin
g ab
ove
info
rmat
ion,
the
acc
ount
s fo
r the
yea
r end
ed 3
1st
Mar
ch a
re p
repa
red,
the
acc
ount
s fo
r the
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rtin
g ac
coun
ting
yea
r end
ed 3
1st
Dec
embe
r are
aud
ited
and
the
thr
ee m
onth
s pe
riod
ende
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1st
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ch
are
revi
ewed
by
the
audi
tor o
f su
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iary
.
Not
es:
1.
Nam
es o
f su
bsid
iarie
s w
hich
are
yet
to
com
men
ce o
pera
tion
s;
a. E
MCO
Ren
ewab
le E
nerg
y Li
mit
ed
b. S
hekh
awat
i Tra
nsm
issi
on S
ervi
ce C
ompa
ny L
imit
ed
c. E
MCO
Pow
er L
imit
ed
d. E
MCO
Infr
astr
uctu
re L
imit
ed
e. E
MCO
Tra
nsm
issi
on N
etw
ork
Lim
ited
2.
Ther
e w
ere
no s
ubsi
diar
ies
liqui
date
d or
sol
d du
ring
the
year
3.
Exch
ange
rate
s us
ed in
cas
e of
for
eign
sub
sidi
arie
s ar
e gi
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1212
ANNEXURE BREMUNERATION DETAILS
[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]
I. Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-2016:
During the year under review, none of the Directors was paid remuneration in any form other than sitting fees, hence this ratio cannot be derived.
2. Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in the financial year 2015-2016:
Sr. No. Particulars % Increase1. Director (Mr. Rajesh Jain) Not applicable as none of the Direc-
tors was paid any remuneration except sitting fees
2. Mr. Amit Sudhakar, Chief Financial Officer During the year remuneration in-creased by 10%
3. Chief Executive Officer Not Applicable4. Mr. Ganesh Tawari, Company Secretary During the year remuneration in-
creased by 20%
3. Percentage increase in the median remuneration of employees in the financial year 2015-2016: 4.01 %
4. The number of permanent employees on the rolls of the Company: 646 as on March 31, 2016
5. The explanation on the relationship between average increase in remuneration and Company Performance:
There is marginal increase in remuneration of employees keeping in view the future growth of the Company. The Company Inter alia considers following factors for deciding upon the increase in the remuneration of the employees:
(a) Individual performance/contribution of the Employee vis-à-vis Company Performance;
(b) Industry Benchmark
(c) Balance between fixed and incentive pay reflecting short and long term performance objective
6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
The average increase in the remuneration of the KMPs was 10% to 20% in the fiscal 2016 over the fiscal 2015, whereas the PAT of the Company declines during fiscal 2016 over fiscal 2015 by 880 %.
7. Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies.
The market capitalization of the Company has decreased from ` 225.03 Crores as of March 31, 2015 to ` 175.70 Crores as of March 31, 2016 resulted in decrease in market capitalization by 21.92%. Over the same period, the price earnings ratio reduced from 66.60 to (6.91) resulted in decrease in ratio by 110.38%.
The closing price of the Company’s equity shares on the NSE and BSE as of March 31, 2016 was `26.00 and `25.90 respectively, representing a 78.33% (NSE) and 78.42% (BSE) decrease over the IPO price (Qualified Institutional Placement - ` 120)
8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration
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1313
Sr. No. Particulars % Increase1. Average percentile increase in the salary of employees other than managerial personnel 10.352. Average percentile increase in the salary of the managerial personnel 14.56
9. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company :
Sr. No. Particulars % of PAT1. Mr. Rajesh Jain-Chairman Not Applicable
(Whole Time Director)
2. Mr. Amit Sudhakar (CFO) (2.17%) 3. Mr. Ganesh Tawari (CS) (1.42%)
10. The key parameters for any variable component of remuneration availed of by the Directors:
There is no variable component in the remuneration of the Executive Directors. The Non-Executive Directors are not entitled to remuneration in any form other than the sitting fees for the meetings attended by them.
11. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.
Since no director was paid remuneration during the period under review, the ratio of the remuneration of the highest paid director to that of the employees cannot be derived .
12. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company for Directors, Key Managerial Personnel and Senior Management Personnel.
II. Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. Following are the employees who were employed throughout the financial year, and were in receipt of remuneration for not less than ` 60 lakh:
1. Mr. Bapu AmritkarDesignation President – Business Head Transformer Remuneration received ` 91,18,724/- Qualifications Bachelor of Engineering in Production Age 52 YearsExperience 29 YearsDate of joining 2nd November 2006Previous employment and designation Planet Power Tools FZE, Vice President – Marketing
and Business DevelopmentPercentage of equity shares held 0.00 (holding 100 equity shares)Whether relative of director or manager of the Company, if so, name of such director or manager
N.A.
2. Mr. Deepak KhandelwalDesignation President – Projects Remuneration received ` 1,01,23,860/-Qualifications Chartered Accountant and Bachelor of Law Age 42 YearsExperience 20 YearsDate of joining 7th May, 2008Previous employment and designation Maharaja Shree Umaid Mill Limited
Executive PresidentPercentage of equity shares held Nil
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1414
Whether relative of director or manager of the Company, if so, name of such director or manager
N.A.
2. No other employees who were employed throughout the financial year and were in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than ` 5 lakh per month.
3. No other employees who were employed throughout the financial year or part thereof and were 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 or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.
On behalf of the Board of Directors For EMCO LIMITED Sd/- Place: Mumbai Rajesh S. Jain Date: May 30, 2016 Chairman (DIN:00005829)
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1515
ANNEXURE C
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
impressive International clientele ranges from Power Utilities, Oil and gas companies, Mining companies and EPC companies.
In the current year 38 % of Total Transformer sales came from exports which we are strategically focusing to increase upto 50%.
Going forward with a healthy order book position and good references across the globe, your company is confident of substantially increasing the share of International Business in the overall business of the Company. This growth will be fuelled through a healthy mix of regions and customers across all product segments without excessive dependence on any specific product or Market.
Coal Mine-Indonesia
This was a another difficult year for global coal markets, amidst a backdrop of collapsing energy prices, generally falling commodity prices, downward trend in economic growth and low demand from China and India; prices of coal was under great pressure.
Due to excellent logistic and low stripping ratio, we are able to sustain at this low price level. Production level of coal mines in Indonesia was lower on account of low water level in river and we are expecting production of Appx. 2.00 Million MT in coming year.
Renewable Energy
Power generation from 10.5 MW Wind and 5 MW Solar installations were satisfactory during the current year and the trend is expected to continue during the next financial year. These two initiatives have helped to reduce the carbon emissions thereby contributing to the ‘Green Cause’.
Opportunities and ThreatsThe Company foresees the market full of opportunity for its Businesses in the long term. This view has emerged after considering the expected increase in planned expenditure in power and distribution sector, expected further reduction in interest rate by banks and revival of long stuck projects. The Prime Minister’s “Make In India” program will also fuel Industrial growth in a time bound manner.Open and Transparent process of selecting/empanelling the Contractors for carrying out EPC works related to Tariff Based Competive Bidding by Central Utility (PGCIL) within India and by Exim Bank of India opening doors for work to be done under line of Credits for foreign countries are increasing the market overseas. Pro-active efforts of Ministry of External Affairs with its allies in Africa and Middle East are improving relations resulting Indian companies getting more business from these countries.
Internal Control System
The Company has in place effective systems for internal control ensuring accurate, reliable and speedy compilation of
Power Sector in India
The power sector in India has grown @ 5.6% during financial year 2015-16 as against 8.4% during financial year 2014-15. The capacity of Transmission system of 220kV and above voltage level in the country has reached at 3,43,000 ckm of Transmission line and 6,66,000 MVA of Transformation for Substation. At present, the peak demand of energy is153 Gigawatt against the installed capacity of 303 Gigawatt. The plans for thermal power generation during 11th and 12th Five Year Plans ( FYP) were stagnant due to Coalgate scam and resulting an inordinate delay in capacity expansion. India’s Macro economic scenario remained stagnant during FY 2015-16 with demand for capital goods waiting to recover.
Transformer Business
The Transformer business in India further witnessed a lot of margin pressure due to low demand and excess capacity in the industry. The significantly low rate of industrial growth has also contributed the low demand. Your company has therefore changed its strategy by way of stopping production of low value addition products of medium voltage transformers meant for state utilities and augmented its capacity to manufacture 500 MVA 400 kV transformers and increasing share of exports in Transformer Business. It has successfully supplied 9 Nos. of 500 MVA transformers to PGCIL in the current financial year. This change in product mix will help the Business to improve its margin level in future and to maintain better cash inflow. Currently, the company has number of orders from PGCIL of 500 MVA, 160 MVA and 50 MVA Power Transformers and from NTPC of 260 MVA Generator Transformers, apart from a number of export orders.
Project Business
Project Business of your Company continued its growth momemtum. Your company has successfully commissioned part of 800 kV HVDC Transmission Line from Tangla to Barbisa (Assam) in the most difficult weather condition, terrain and safety challenges. Further, the schemes of green energy corridor, North South HVDC scheme and power for all by 2019; bring ray of hope for this business in domestic market.
In order to harness your Company’s entry in African market, it has started bidding EHV Transmission Line and Substation of larger value. We are pleased to announce commencement of 2nd overseas project recently.
International Business
International Business offers single point access to all its customers worldwide supplying Products and Solutions that meet various International Standards like IEC, ANSI, SIN, SANS.
Consistently meeting International quality standards, your Company has exported its Products and Solutions to countries in Middle East, Africa, Latin America and Asia Pacific. Its
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1616
financial information, safeguarding the assets and interests of the Company and ensuring compliance with laws and regulations. The Company has an exhaustive budgetary control system and the management regularly reviews the actual performance. The Company has also put in place a well-defined organizational structure, clear authority levels and detailed internal guidelines for conducting the business transactions.
The CEO/CFO Certification is provided in the report to discuss the adequacy of our Internal Control System and procedures.
In accordance with provisions of Companies Act, 2013 and SEBI Listing Regulations, 2015 (LODR) the Audit Committee is required to evaluate the policy on Internal Financial Controls. The Management of the Company has determined that the Company’s internal financial control as of 31st March, 2016 were effective.
The Company has in place a mechanism to inform Board Members about the risk assessment and controls at periodical intervals. The Company has an independent Internal Auditor for periodically carrying out audit of the transactions of the Company in order to ensure that recording and reporting are adequate and proper. The Internal Auditors independently evaluate the adequacy of internal control to ensure that internal controls, check and balances in the system are adequate, proper and up-to-date. Remedial measures are suggested by them to mitigate the risk identified during the course of the audit assignments and action plans ensure implementation of such suggestions.
Risk and Concerns
The major risk factors affecting the Company are overcapacity in the transformer industry and liquidity issues due to stuck receivables in the Project business of the company.
The other risks your company faces are succession planning at senior and middle management level, risk in execution of projects, risk to safety of employee and community, risk of customer defaults in making payments, risk of invocation of Bank Guarantee, risk of commodity price fluctuation, foreign currency fluctuation risk, information technology risk, risk related to social/Civil unrest and act to terrorism affecting execution of any of its manufacturing activity and Projects.
As we operate in various global markets, we need to be extra careful on quality of work and safety of people. The regulatory compliances and safety requirements are to be aligned to the best in the world. Any small failures in adherenece to the same may affect your business adversely.
The committee reviews company’s risk management practices and activities on regular basis to create an enabling environment to mitigate all such risk.
Outlook
Given the capacity expansion plans of state-owned transmission companies, demand is expected for high voltage power Transformers and Transmission Lines. Further, the focus on non-conventional energy will lead to more wind and solar power generation fuelling the growth for transformers.
In addition to the domestic market, your Company has taken steps to foray into the global market to improve its margin and cash flow. While we remain more optimistic on business environment, we are internally adjusting our costs to a new world of continuous pricing pressure .
Financial performance with respect to operational performance
The comparative financial performance of your company vis a vis previous financial year has been poor on account of some technical problems in the new range of large transformer we made for the first time, major failure of critical testing equipment leading to lower capacity utilization in the transformer business resulting in lower sales and contribution.
The financial performance was further affected by the combined impact of pricing pressures in the market place, increases in input costs and delay in projects execution.
Human Resource
We at EMCO owe our success and achievements to our large Human Capital of reliable individuals, who work tirelessly around the clock to execute our Ideas into perfection and turn our vision of being a ‘Great Place to Work’ into reality, They are our real assets who transform Ideas to products, Plan to action and our vision to mission.
Some of the Key initiatives; highly appreciated by Stake Holders are:
a. We continued with our journey towards becoming a “ Great Place to Work” and participated in CII National HR Excellence Award 2015. We are extremely proud to share that your company has been conferred with “Strong Commitment to HR Excellence Award”. This Award stands testament to us focusing towards empowering emplyees and its constant endeavour to create a healthy work environment
b. We continued with our initatives towards Organisation Development and change management. Top management Team has been role modeling by activety participating in the change management Programs like MBTI (Leadership Development) which aims to provide a powerful framework for building better relationships, driving positive change, harnessing innovation and achieving excellence.
c. In this competitive edge, training remains a vital tool to ensure competitiveness of the EMCOites. We have been organizing regular behaviour and functional training which includes “Saturday Ki Pathshala”, training on Time Management, Leadership Development, Planning & Execution etc. Safety remains at the core and there have been regular training on Safety at the plant as well as Project sites.
d. EMCOite engagement is one more key theme and HR continued its endeavours to create a highly engaged workforce by organising various events such as Celebration of Women’s Day, Gudi Padwa, EMCO Connect, Happy HR Hours etc. Value Day continued to be key event and company honored EMCOites as Value Champion in the year 2015.
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1717
Environment and Safety
In the journey of continual improvement and make your Company safe and healthy place to work, following initiatives were taken:
1. EMCO bagged “ Safety Best practices Award of appreciation” was jointly organized by National safety Council and directorate of Industrial Safety and Health Maharashtra State.
2. On behalf of EMCO Ltd, we had submitted the technical paper on topic - ”Protection Measures for operational safety of Industrial Transformers“ with brief coverage on Do’s and Dont’s covering transformer safety, Recommended maintenance measures to enhance safety in reference context to Indian Electricity Rules, 1956.
3. EMCO had celebrated 45th National Safety Week across its all location and sites with standardised agenda. This include live safety demonstration, health check up, PPE exhibition, Yoga camp, Practical demos on fall arrester at Project sites and various safety competitions for employees motivation etc.
4. World Environment day was celebrated at Thane location and also cascaded in all respective locations on 5th of June “World Environment Day “and also arranged awareness session on Environment. Exhibition arranged for the Eco friendly product. Objective was to create green strategy approach across the organisation, demonstrate its commitment to environment protection and encourage involvement of employees.
CSR - Initiatives towards Corporate Social Responsibility
Your Company has taken various initiatives towards the Corporate Social Responsibility through its extended arm EMCO Foundation. EMCO Foundation (EF) has been established to promote sustainability and welfare of humanity with a vision “To transform lives through sustainable development involving stakeholders.” Since inception EF has transformed more than 75,498 lives through initiatives in Education (Akshar), Environment (Ankur and Roshni) and Healthcare (Jeevan).
Education (AKSHAR):
With faith that education can change lives, EF has designed its umbrella program “Akshar” through three pronged approaches for under privileged school going children.
Firstly, through “Shiksha” project an initiative of creating interest among under privileged slum children of age group 6-14 years for education and motivating parents to enroll them for mainstream education. This year 200 Children received basic education of English in Thane slums. So far our foundation reached out to 12870 children in various slums of Thane.
Secondly flagship program “Parivartan” - a soft skill development initiative to transform lives of 5813 students of 8th, 9th 10th Std. Health awareness and career guidance has given them a suitable direction toward better & successful life. So far this project benefited 34877 students in transforming their lives.
Lastly under “Yashasvi” project which supports 70 needy students of Municipal schools and Trust run school with scholarship support for continuing their education up to graduation. So far supported 508 students who are doing well in their post SSC education.
Environment (ANKUR):
Under our ‘‘Ankur’’ project 200 trees have been planted and spread the awareness among EMCOites on preservation and promotion of good environment by planting trees and use ECO friendly product in day to day life. So far 2460 trees have been planted.
Healthcare (JEEVAN):
Like earlier years, the blood donation camps were organized under project Jeevan. EMCOites participated enthusiastically and contributed in the noble cause of saving someone’s life. Through the camps organised at various locations and 114 units of bloods were collected. So far we have collected 1662 units of bloods which were given to reputed blood banks in the area. We also participated in epilepsy camp held in Jalgaon and benefited 193 lives.
Forward Looking Statements
Certain statements in the Management’s Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events.
The Company cannot guarantee that those assumptions and expectations are accurate or will be realized. Actual results could differ from those expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.
On behalf of the Board of Directors For EMCO Limited Sd/-Mumbai Rajesh S. JainMay 30, 2016 Chairman (DIN: 00005829)
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1818
FORM NO. MR.3 ANNEXURE DSECRETARIAL AUDIT REPORT
For The Financial Year Ended 31st March, 2016[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,The Members,EMCO LIMITEDN-104, MIDC Area,Jalgaon - 425003
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by EMCO Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment and External Commercial Borrowings (Foreign Direct Investment not applicable to the Company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable during the audit period)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October, 2014 and its amendments notified on 18th September, 2015
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable during the audit period)
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notified with effect from 1st July, 2015).
(ii) The Listing Agreements entered into by the Company with stock exchanges and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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1919
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the Company has made delay in filling of FORM–APR which was due on 30th June, 2015 to Reserve Bank of India (RBI) as required under Circular No. 29 dated 12th September, 2012 issued by RBI.
We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuant thereof on test check basis, the Company has complied with to the extent applicable with the following law, which is specifically applicable to the Company:
• The Electricity Act, 2003 and rules made there under.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out either unanimously or majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period;
• The Members of the Company had accorded their consent at the 50th Annual General Meeting of the Company held on 25th September, 2015 under section 180(1)(a) and 180(1)(c) of the Act for the sum not exceeding of ` 2500/- Crores.
For Makarand M. Joshi & Co. Sd/- Makarand Joshi PartnerPlace: Mumbai FCS No. 5533 Date: May 30, 2016 CP No. 3662
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2020
Form No. MGT-9 ANNEXURE EEXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March 2016
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN L31102MH1964PLC013011
ii) Registration Date 19/09/1964
iii) Name of the Company EMCO LIMITED
iv) Category / Sub-Category of the Company Company having share capital
v) Address of the Registered office and contact details
N-104, MIDC Area, Jalgaon 425003, Maharashtra and Tel.:+91 257 2272462
vi) Whether listed company Yes
vii) Name, Address and Contact details of Registrar and Transfer Agent,if any
Link Intime India Private Limited,C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhadup (W), Mumbai- 400 078. Tel No. 022 2594 6970
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sl. No.
Name and Description of main products/ services
NIC Code of the Product/ service % to total turnover of the company
1 Power Transformers 271 37 %2 Transmission Line and sub-station 422 61 %
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES–
SR. N0
NAME AND ADDRESS OF THE COMPANY
CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE
% OF SHARES HELD
APPLICABLE SECTION
1 EMCO Power Limited U40101MH2008PLC182215 Subsidiary 100% 2(87)Plot no. F-5, Road No.28 Wagle Industrial Estate, Thane-400604 Maharashtra.
2 Shekhawati Transmission Service Company Limited
U40109RJ2009SGC029173 Subsidiary 100% 2(87)
Plot No. C-97, 2nd floor, Jan Path, Lalkothi Scheme, Jaipur-302015 Rajasthan.
3 EMCO Renewable Energy Limited
U45204MH2009PLC197716 Subsidiary 100% 2(87)
Plot no. F-5, Road No.28 Wagle Industrial Estate, Thane-400604 Maharashtra.
4 EMCO Infrastructure Limited
U45400MH2008PLC182187 Subsidiary 100% 2(87)
Plot no. F-5, Road No.28 Wagle Industrial Estate, Thane-400604 Maharashtra.
5 EMCO Transmission Networks Limited
U40108MH2008PLC182186 Subsidiary 75.12% 2(87)
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2121
Plot no. F-5, Road No.28 Wagle Industrial Estate, Thane-400604 Maharashtra.
6 EMCO Overseas Pte. Ltd Foreign Company Subsidiary 100% 2(87)80, Refiles place, #25-01, UOB plaza, Singapore (048624)
7 PT Sentnco Investa Niaga Foreign Company Subsidiary 98.80% 2(87)Menara Prima Lantai 26 Unit A, jiLingkar mega Kaningan, Jakarata 12950, Indonesia
8. EMCO GLOBAL DMCC Foreign Company Subsidiary 100% 2(87)Unit No: 2H-08-58 Jewellery & Gemplex 2 Plot No: DMCC-PH2-J & GPlexS Jewellery & Gemplex DUBAI United Arab Emirates
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding
Category ofShareholders
No. of Shares held at the beginning of the year
No. of Shares held at the end of the year
% Change during
the year
Demat Physical Total% of Total
SharesDemat Physical Total
% of Total
SharesA. Promoters(1) Indian a) Individual/ HUF 22365140 - 22365140 33.10 22365140 - 22365140 33.10 0.00 b) Central Govt. - - - - - - - - c) State Govt.(s) - - - - - - d) Bodies
Corporate8355858 - 8355858 12.37 8355858 - 8355858 12.37 0.00
e) Banks / FI - - - - - - - - - f) Any other.. - - - - - - - - -Sub- Total (A) (1): 30720998 - 30720998 45.46 30720998 - 30720998 45.46 0.00(2) Foreign a) NRIs –
Individuals- - - - - - - - -
b) Other – Individuals
- - - - - - - - -
c) Bodies Corporate
- - - - - - - - -
d) Banks / FI - - - - - - - - - e) Any Other… - - - - - - - - -Sub-Total (A) (2) - - - - - - - - -Total Shareholding of Promoters (A) =(A)(1)+(A)(2)
30720998 - 30720998 45.46 30720998 - 30720998 45.46 0.00
B. Public Shareholding
(1) Institutions - - - - - - - - a) Mutual Funds/UTI 3229500 2000 3231500 4.78 2913455 2000 2915455 4.31 -0.47 b) Banks/ FI 205009 - 205009 0.30 - - - - -0.30 c) Central Govt. - - - - - - - - - d) State Govt.(s) - - - - - - - - -
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2222
e) Venture Capital Funds
- - - - - - - - -
f) Insurance Companies
384838 - 384838 0.57 384838 - 384838 0.57 0.00
g) FIIs 50000 4500 54500 0.08 50000 4500 54500 0.08 0.00 h) Foreign Venture
Capital Funds- - - - - - - -
i) Others (specify) - - - - - - - -Sub-Total (B)(1): 3869347 6500 3875847 5.74 3348293 6500 3354793 4.96 -0.78(2) Non-Institutions a) Bodies Corporate 11611713 2675 11614388 17.19 10532186 2675 10534861 15.59 -1.60 i) Indian - - - - - - - - ii) Overseas - - - - - - - - b) Individuals - - - - - - - - i) Individual
shareholders holding nominal share capital upto `1 lakh
14063911 229516 14293427 21.15 14309103 227467 14536570 21.5115 0.36
ii) Individual shareholders holding nominal share capital in excess of `1 lakh
5940878 - 5940878 8.79 5983949 - 5983949 8.8552 0.07
c) Others (specify) i) Shares held
by Pakistani citizens vested with the Custodian of Enemy Property
- - - - - - - -
ii) Other Foreign Nationals
- - - - - - - -
iii) Foreign Bodies - - - - - - - - iv) NRI/ OCBs 799900 - 799900 1.19 641623 - 641623 0.95 -0.24 v) Clearing
Members/ Clearing House
202517 - 202517 0.30 399984 - 399984 0.59 0.29
vi) Trusts 450 - 450 0.00 450 - 450 0.00 0.00 vii) Limited
Liability Partnership
- - - - - - - -
viii) Foreign Portfolio Investor (corporate)
- - - - - - - -
ix) Qualified Foreign Investor
- - - - - - - -
x) Directors/ Relatives
62975 - 62975 0.09 62975 - 62975 0.09 0.00
xi) HUF 64500 5 64505 0.10 1339677 5 1339682 1.98 1.88Sub- Total (B) (2) 32746844 232196 32979040 48.80 33269947 230147 33500094 49.57 0.77Total Public Shareholding (B)=(B)(1)+ (B)(2)
36616191 238696 36854887 54.54 36618240 236647 36854887 54.54 0.00
C. Shares held by Custodian for GD`& ADRs
- - - - - - - -
Grand Total (A+B+C) 67337189 238696 67575885 100.00 67339238 236647 67575885 100 0.00
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2323
(ii) Shareholding of PromotersSl. No.
Shareholder’s Name
Shareholding at the beginning of the year Shareholding at the end of the year % change in share holding
during the year
No. of Shares % of total Shares of the
company
% of Shares Pledged /
encumbered to total shares
No. of Shares % of total Shares of the
company
% of Shares Pledged /
encumbered to total shares
1. EMCO Investments Private Limited
8355858 12.37 0 8355858 12.37 0 N. A.
2. Triptee R Jain 1362200 2.02 0 1362200 2.02 0 N. A.3. Shailesh Jain 6299340 9.32 0 6299340 9.32 0 N. A.4. Rajesh Jain 9599345 14.21 0 9599345 14.21 0 N. A.5. Ratna Jain 4354255 6.44 0 4354255 6.44 0 N. A.6. Yachana S Jain 750000 1.11 0 750000 1.11 0 N. A.
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company
No. of shares % of total shares of the company
At the beginning of the year No ChangeDate wise Increase / Decrease inPromoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweatequity etc):At the end of the year
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr No.
Name & Type of Transaction
Shareholding at the beginning of the year – 2015
Transactions during the year Cumulative Shareholding at the end of the year - 2016
NO.OF SHARES HELD
% OF TOTAL SHARES OF
THE COMPANY
DATE OF TRANSACTION
NO. OF SHARES NO. OF SHARES HELD
% OF TOTAL SHARES OF
THE COMPANY1 RELIANCE CAPITAL
TRUSTEE CO. LTD. A/C RELIANCE DI-VERSIFIED POWER SECTOR FUND
3056455 4.5230 3056455 4.5230
Sale 10.07. 2015 (35500) 3020955 4.4705Sale 17.07.2015 (64500) 2956455 4.3750Sale 31.12. 2015 (1900) 2954555 4.3722Sale 08.01.2016 (41100) 2913455 4.3114AT THE END OF THE YEAR
2913455 4.3114
2 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD
2988922 4.4231 2988922 4.4231
Sale 22.05. 2015 (123000) 2865922 4.2410Sale 29.05. 2015 (27000) 2838922 4.2011Sale 26.06. 2015 (290) 2838632 4.2007Sale 03.07.2015 (435) 2838197 4.2000Sale 17.07.2015 (300435) 2537762 3.7554Sale 07.08.2015 (190) 2537572 3.7551Sale 14.08.2015 (83821) 2453751 3.6311Sale 21.08.2015 (148323) 2305428 3.4116
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2424
Sale 28.08.2015 (128846) 2176582 3.2209AT THE END OF THE YEAR
2176582 3.2209
3 RELIANCE CAPITAL LIMITED
1943000 2.8753 1943000 2.8753
AT THE END OF THE YEAR
1943000 2.8753
4 SAMEER SHANTI-LAL MUTTHA
900240 1.3322 900240 1.3322
AT THE END OF THE YEAR
900240 1.3322
5 A E SECURITIES & INVESTMENTS PVT LTD
900000 1.3318 900000 1.3318
AT THE END OF THE YEAR
900000 1.3318
6 FARIDA ASIF PETI-WALA
822390 1.2170 822390 1.2170
Transfer 11.03.2016 (3915) 818475 1.2112AT THE END OF THE YEAR
818475 1.2112
7 MAHIMA STOCKS PRIVATE LIMITED
771199 1.1412 771199 1.1412
AT THE END OF THE YEAR
771199 1.1412
8 MARIO OSCAR FRANCIS LOBO
300010 0.4440 300010 0.4440
Purchase 08.05.2015 12398 312408 0.4623Purchase 22.05. 2015 19944 332352 0.4918Purchase 12.06.2015 72051 404403 0.5984Purchase 19.06.2015 6956 411359 0.6087Purchase 26.06.2015 5616 416975 0.6170Sale 17.07.2015 (27996) 388979 0.5756Purchase 24.07.2015 7563 396542 0.5868Purchase 07.08. 2015 6744 403286 0.5968Purchase 14.08. 2015 39693 442979 0.6555Purchase 21.08.2015 11668 454647 0.6728Purchase 28.08.2015 74365 529012 0.7828Transfer 04.03.2016 64416 593428 0.8782AT THE END OF THE YEAR
593428 0.8782
9 AADI FINANCIAL ADVISORS LLP
579585 0.8577 579585 0.8577
AT THE END OF THE YEAR
579585 0.8577
10 VALLABH ROOP-CHAND BHANSHALI
393200 0.5819 393200 0.5819
AT THE END OF THE YEAR
393200 0.5819
11 THE ORIENTAL INSURANCE COM-PANY LIMITED
384838 0.5695 384838 0.5695
AT THE END OF THE YEAR
384838 0.5695
Note: 1. Paid up Share Capital of the Company (Face Value ` 2/-) at the end of the year is 6,75,75,885 Shares.
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2525
(v) Shareholding of Directors and Key Managerial Personnel:
Sl. No.
For Each of the Directors and KMP Shareholding at the beginning of the year
Cumulative Shareholding During the year
No. of shares % of total shares of the company
No. of shares % of total shares of the company
1 Rajesh S. Jain - (Whole Time Director)
At the beginning of the year 9599345 14.21 15901685 23.53
Date wise Increase / Decrease in Shareholding During the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
On 13-10-2015, 10 Equity Shares purchased by Mr. Ganesh Tawari,
Company Secretary
At the End of the year 9599345 14.21 15901695 23.53
2 Shailesh S. Jain (Non Executive Director)
At the beginning of the year 6299340 9.32 15901685 23.53
Date wise Increase / Decrease in Shareholding During the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
On 13-10-2015, 10 Equity Shares purchased by Mr. Ganesh Tawari,
Company Secretary
At the End of the year 6299340 9.32 15901695 23.53
3 Bherulal Choudhary – Independent Director
-4 Shyam Sunder Deo - Independent Director
5 Sanjay Bhatnagar - Independent Director
6 Priyamvada Bhumkar – Independent Director
At the beginning of the year
None of the Directors hold shares in the CompanyDate wise Increase / Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the End of the year
7 Amit Sudhakar (Chief Financial Officer)
At the beginning of the year 3000 0.00 15901685 23.53
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
- On 13-10-2015, 10 Equity Shares purchased by Mr. Ganesh Tawari,
Company Secretary
At the End of the year 3000 0.00 15901695 23.53
8 Ganesh Tawari (Company Secretary)
At the beginning of the year - - 15901685 23.53
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
10 0.00 On 13-10-2015, 10 Equity Shares purchased by Mr. Ganesh Tawari,
Company Secretary
At the End of the year 10 0.00 15901695 23.53
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans excluding de-
posits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 577,39,53,112 - - 577,39,53,112
ii)Interest due but not paid 30,735 - - 30,735
iii) Interest accrued but not due 111,44,245 - - 111,44,245
Total (i+ii+iii) 578,51,28,092 - - 578,51,28,092
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2626
Change in Indebtedness during the financial year
Addition 22,02,36,532 26,00,00,000 - 48,02,36,532
Reduction 36,53,17,620 26,00,00,000 - 62,53,17,620
Net Change (14,50,81,088) - - (14,50,81,088)
Indebtedness at the end of the financial year
i) Principal Amount 5,62,93,74,364 - - 5,62,93,74,364
ii) Interest due but not paid 92,34,114 - - 92,34,114
iii) Interest accrued but not due 14,38,526 - - 14,38,526
Total (i+ii+iii) 5,64,00,47,004 - - 5,64,00,47,004
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director or Whole-time Directors and/or Manager:
Sl. no.
Particulars of Remuneration Mr. Rajesh Suresh Jain, Whole Time Director
Total Amount (In `)
1. Gross salary
(a) Salary as per provisions contained in section17(1)of the Income-tax Act, 1961 - -
(b) Value of perquisites u/s17(2)Income-tax Act,1961 - -
(c) Profits in lieu of salary under section 17(3)Income- tax Act, 1961 - -
2. Stock Option - -
3. Sweat Equity - -
4. Commission - -
- As % of profit - -others, specify…. - -
5. Others, please specify - -
Total (A)
Ceiling as per the Act
Note: On account of loss during the year under review, the Company did not pay any remuneration to Mr. Rajesh S Jain, Whole time director of the Company.
B. Remuneration to the directors:
Sl. No.
Particulars of Remuneration Name of Directors Total Amount in `
Mr. S. V. Deo Mr. B. Choud-hary
Mr. S. Bhat-nagar
Priyamvada Bhumkar
1. Independent Directors
• Fee for attending board committee meetings 1,45,000 1,90,000 1,30,000 70,000 5,35,000
• Commission - - - -
• Others, please specify - - - -
Total (1) 1,45,000 1,90,000 1,30,000 70,000 5,35,000
2. Other Non-Executive Directors Mr. Shailesh S. Jain
• Fee for attending board committee meetings 1,55,000 - - - 1,55,000
• Commission - - - -
• Others, please specify - - - -
Total (2) 1,55,000 - - 1,55,000
Total (B)=(1+2) 6,90,000
Total Managerial Remuneration
Over all Ceiling as per the Act
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2727
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD
Sl. No. Particulars of Remuneration Key Managerial Personnel
Company Secretary Chief Financial Officer
Mr. Ganesh Tawari Mr. Amit Sudhakar
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
23,10,513 29,28,660
(b) Valueof perquisites u/s 17(2) Income-tax Act, 1961 32,400 32,400
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option - -
3 Sweat Equity - -
4 Commission - as %of profit
5 Others, please specify
Total 23,42,913 29,61,060
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:Type Section of the
Companies ActBrief Description Details of Penalty
/ Punishment / Compounding fees
imposed
Authority (RD / NCLT Punishment/
Court)
Appeal made, Com-pounding if any
(give Details)
A. COMPANYPenalty
NONEPunishment
Compounding
B. DIRECTORSPenalty
NONEPunishment
Compounding
C. OTHER OFFICERS IN DEFAULTPenalty
NONEPunishment
Compounding
On behalf of the Board of Directors For EMCO LIMITED Sd/- Place: Mumbai Rajesh S. Jain Date: May 30, 2016 Chairman (DIN: 00005829)
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2828
ANNEXURE FForm No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of 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, 2013 including certain arm’s length transactions under third proviso thereto.
1. Detailsof contracts or arrangements or transactions not at arm’s length basis – (Not Applicable)
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis
a) Name(s) of the related party and nature of relationship Ms. Meenakshi Jain(Sister of Mr. Rajesh S Jain and Mr. Shailesh S Jain, Directors of the Company)
b) Nature of Contracts/ arrangements/ transactions Contract of employment
c) Duration of the contracts / arrangements/transactions 3 years
d) Salient terms of the contracts or arrangements or transactions including the value, if any
Ms. Meenakshi Jain re- appointed as President - Corporate Affairs for a remuneration of ` 3,00,000/- P.M.
e) Date(s) of approval by the Board, if any 29.05.2015
f) Amount paid as advances, if any Nil
On behalf of the Board of Directors For EMCO LIMITED Sd/- Place: Mumbai Rajesh S. Jain Date: May 30, 2016 Chairman (DIN: 00005829)
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2929
ANNEXURE G(A) CONSERVATION OF ENERGY
(i) the steps taken or impact on conservation of energy:1. Reduction in average zinc consumption from 5% to 4.2% resulting in saving of precious natural resource. There was an
overall reduction of 120 MT zinc achieved, amounting to a saving of ` 180 lacs FY 2015-16.2. Installation of 2 Nos. 1 HP, 16’ HVLS fans in Winding SPA area, replacing 9 nos of wall mounting fans of 350 W each. This
resulted in recurring energy saving of 12600 units p.a. and financial saving of ` 1.07 Lakh p.a.3. Installation of APFC panel in supply system for maintaining power factor near unity during testing of large rating transform-
ers. Achieved 0.99 power factor, maintaining the MD within the sanctioned limit, accruing average rebate of ` 12 Lakh p.a.4. Replacing 25 Nos. 250 -Watt Mercury Vapour Lamps with 120- Watt LED lamps in Erection and Tanking area, resulting in
recurring energy saving of about 14000 units p.a. and financial saving to the tune of ` 1.19 Lakh p.a. 5. Chilling plant SINTEX tank and old insulation has been replaced with an insulated SS tank for more efficient cooling,
resulting in a recurring energy saving to the tune of 11520 units p.a. worth ` 1.00 Lakh p.a. With the above measures, there was