Market & News

The Directors present the 60th Annual Report of Windsor Machines Limited along with Audited Financial Statements for the year ended 31st March 2023.

1. PERFORMANCE OF THE COMPANY:

1.1 RESULTS:

The table below sets forth the key financial parameters of the Company's performance during the year under review: (Rs In Lacs)

The standalone revenue for the fiscal year 2022-23 amounted to Rs 35,311.45 lakhs, surpassing the revenue of Rs 33,934.89 lakhs from the preceding year. The profit after tax ('PAT') attributable to shareholders for the same period was Rs. 1,684.13 lakhs, in contrast to the profit after tax of Rs 1,377.93 crores in the fiscal year 2021-22.

When considering the consolidated figures, the revenue for FY 2022-23 stood at Rs 38,410.33 lakhs, exceeding the revenue from the previous year of Rs 37,186.80 lakhs.

Your Directors are pleased to recommend for your consideration, a final dividend of Rs 1/- (Rupee One only) per equity share of Rs 2 each for the financial year 2022-23. The total Dividend amount aggregates to Rs 6.49 Crores. This is subject to approval of the Members at forthcoming Annual General Meeting. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulation, 2015") as amended, the Company has formulated a Dividend Distribution Policy on Voluntary basis, by which details various considerations based on which the Board may recommend or declare Dividend. The Policy is available on the website of the Company at www.windsormachines.com.

The Board of Directors of your Company, has decided not to transfer any amount to the reserve for the year under review. As on March 31, 2023, Reserves and Surplus of the Company were at Rs 274.89 crores.

2. SHARE CAPITAL:

During the year under review, your Company did not issue any shares. The paid up Equity Share Capital as on March 31, 2023 was Rs 12.98 Crores (6,49,31,800 equity shares of Rs 2/- each) and 98.80% of the Company's paid up equity share capital is in dematerialised form as on March 31, 2023 and balance 1.20% is in physical form.

3. OPERATIONS:

During the year under review, your Company has sold 404 machines to achieve turnover of Rs 347.01 Crores as compared to 449 machines in the previous year with a turnover of Rs 334.45 Crores.

The Board of Directors is optimistic about maintaining profitable operations in the upcoming years, even in the face of industry cyclicality and the challenges it presents. Additional insights and detailed information can be found in the Management Discussions and Analysis Report, which is an integral part of this report.

4. BUSINESS OUTLOOK:

Taking into account the Company's strengths, weaknesses, opportunities, and threats, the management anticipates enhancing market share by introducing new products and broadening geographical coverage across multiple regions. The management believes that the Company's future success and growth will be influenced by the general economic situation. Nevertheless, necessary steps have already been taken to establish a competitive advantage for the future.

5. UPDATE REGARDING INTER-CORPORATE LOAN:

During financial year 2022-23, the Company has not given any Intercorporate loan, and earlier the company had given intercorporate loans of Rs 6706 Lakhs on which Interest outstanding of Rs 1031.27 Lakhs for the year ended March 2020 is still overdue till date. The company had estimated the realizable value of the securities based upon independent valuer's report dated June 30, 2020, using the effective interest rate of the company for an estimated realization period of 1.5 years from the year ended March 31, 2020. Due to pandemic and the lockdown imposed in between years, the company had extended the realization period by further three years, which will have no impact on realization value of security received. No Major development has been possible in current year, however, appropriate actions have been initiated for recovery/ settlement of the outstanding amount, shortfall, if any, will be accounted for in the year of final recovery/ settlement.

The company has not accrued interest income on the said inter corporate loan (net of provision) for the quarter ended March 31,2023 amounting to Rs 226.77 Lakhs, for year ended March 31,2023 amounting to Rs 919.67 Lakhs. The aggregate of interest not accrued for the period April 1,2020 till March 31, 2023 amounts to Rs 2759.02 Lakhs.

6. UPDATE ON CAPITAL ADVANCE AS TO DEVELOPMENT OF IMMOVABLE PROPERTY:

Not any Capital Advance given during this financial year and the company had given interest bearing capital advance of Rs. 3000 Lakhs in earlier years in relation to development of its immovable property situated at Thane. However, in view of ongoing commercial negotiation with respect to fulfilment of the terms of the contract, management feels that the Company may have to enter into a compromise arrangement and pay compensation to the contractor. During the year ended March 31, 2020, the company had made provision of Rs 300 Lakhs towards estimated compensation and not accrued interest for the year ended March31, 2020. During the year, no major development has occurred and the company has continued the same judgement in relation to provision of Rs 300 Lakhs. In view of the uncertainty regarding outcome of the ongoing negotiation, the company continued its judgement and did not accrue interest income for the quarter ended March 31, 2023 amounting to Rs 103.56 Lakhs, for year ended March 31,2023 amounting to Rs 420 Lakhs. The aggregate of interest not accrued for the period April 1, 2020 till March 31, 2023 amounts to Rs 1260 Lakhs.

7. LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the

Companies Act, 2013 the Directors confirm that:

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

b. The Directors have 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 as at March 31, 2023 and of the loss of the Company for the year ended on that date;

c. The Directors have 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;

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

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

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

9. ENERGY CONSERVATION, TECHNOLOGY

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - A and forms part of this Report.

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

As the members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The listing fee for the year 2023-24 has already been paid to the credit of both the Stock Exchanges.

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders for the year 2022-23, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

Mr. Deepak Vyas, Company Secretary resigned from the post of Company Secretary & Compliance Officer Key Managerial Personnel and last working day was December 26, 2022.

Mr. Nikhil Vadera was appointed as Company Secretary & Compliance Officer-Key Managerial Personnel of the Company w.e.f. February 12, 2023.

Mr. Jayant Thakur (DIN: 01328746), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

As per provisions of Section 139(1),141, 142 and other applicable provisions of the Companies Act, 2013, the Company appointed M/s JBTM & Associates LLP, Chartered Accountant as Statutory Auditors for a period of 5 (Five) years from the conclusion of 57th Annual General Meeting till the conclusion of 62nd Annual General Meeting of the Company. Further, M/s. JBTM & Associates LLP have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI (LODR) Regulations, 2015.

Details in respect of frauds reported by auditors, there were no instances of fraud reported by the auditors.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained during the year. M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants was appointed as the Cost Auditor to audit the cost accounts for the financial year 2022-23. The shareholders, at the 59th Annual General Meeting held on September 30, 2022, have ratified and approved Rs 87,500 (Rupees Eighty Seven Thousands Five Hundred Only) plus out of pocket expenses to be paid as remuneration to the Cost Auditors for auditing the cost accounting records of the Company for the year ended March 31, 2023. After closure of the year, considering the recommendation of the Audit Committee, the Board of Directors of your Company has re-appointed M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants as the Cost Auditor, to audit the cost accounts/records of your Company for the financial year 2023-24 with remuneration of Rs 90,000 (Rupees Ninety Thousand only) plus applicable Service Tax and reimbursement of out of pocket expenses at actual, which is subject to ratify/approval by members at the ensuing Annual General Meeting. As specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, the Company has maintained cost accounts and records.

As per section 138 of the Companies Act, 2013 & Rules framed there under and based on recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed M/s. Singhi & Co (Firm Registration No. 302049E) as the Internal Auditors of your Company for the financial year 2022-23.

Report and progress of internal auditors have been reviewed and noted by the Audit Committee during the year.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries (Firm Registration No. S2011GJ166500), as secretarial auditor of the Company for the financial year 2022-23. The Secretarial Audit Report issued by M/s Kashyap R. Mehta & Associates, Secretarial Auditors of your Company for the financial year 2022-23, is annexed with this Report as ANNEXURE - B.

Whatever the remarks/qualifications in the secretarial auditor's report are self-explanatory.

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Wintal Machines S.R.L. is the Wholly Owned Subsidiary (WOS) and RCube Energy Storage Systems Private Limited (earlier known as RCube Energy Storage Systems LLP) is a Subsidiary of Windsor Machines Limited and its accounts have been consolidated with the accounts of the Company for the year ended on March 31, 2023.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries forms part of this report and is given by way of ANNEXURE-C. The Company announces standalone and consolidated Financial Results on a quarterly and yearly basis.

Financial accounts of subsidiary company for the financial year 2022-23 will be available on the Company's website www.windsormachines.com and member can also avail by email request to the Secretarial Department (email id is cs@windsormachines.com ) of your company.

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2022-23, the Board met 5 (five) times i.e. on May 10, 2022, August 9, 2022, November 14, 2022, February 12, 2023 and March 20, 2023.

There were no amounts which were required to be transferred

to the Investor Education & Protection Fund (IEPF).

The Company introduced the Employees Stock Option Scheme ("Windsor Stock Options Plan 2016") in accordance with Securities and Exchange Board of India (Share Based Employment Benefits) Regulations, 2014. The scheme was approved by the members of the Company at their general meeting held on September 29, 2016. The scheme is announced for all eligible employees (as defined under the plan) who are in the permanent employment of the Company (including the managing / whole- time / executive director (s)). Total grant approved by the Company is 30,00,000 options which are earmarked and to be granted under the scheme over a period.

Under the scheme 15,00,000 ESOPs were granted on August 13, 2018. Out of which 7,50,000 ESOPs granted at discount of 25% at Rs 62/- got lapsed on August 12, 2020 and balance 7,50,000 Options at discount of 10% at Rs 74.34/- got lapsed on August 11, 2021. None of employee has exercised any of the option and therefore no money realized.

The "Windsor Machines Limited- Employees Stock Options Plan 2022 (WML ESOP Policy 2022)" has been set up by the Company, which was approved by the shareholders at the Annual General Meeting held on September 30, 2022. The Company has received in-principle approval for the issuance of 50,00,000 Equity shares of Rs. 2/- each under this plan. The Compensation Committee, based on the eligibility criteria, will have the sole discretion to decide which employees will receive Employee Stock Options in a particular grant, which is still pending as of today.

The Board has framed Nomination, Remuneration and Evaluation policy pursuant to Section 178(4) of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (LODR) Regulations, 2015 with an aim to provide a framework and set standards to nominate, remunerate and evaluate the Directors, Key Managerial Personnel and officials comprising the senior management and achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

This policy is annexed with this report as ANNEXURE D and also available in the Investors section, under the "Policies" tab, on the website of the Company and can be accessed at www.windsormachines.com

Details pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - E.

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm's length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review and to the Board for approval. Form no. AOC-2 containing related party transactions is annexed herewith as ANNEXURE - F.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Company's Promoter(s), its subsidiaries/joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The Policy on Related Party Transactions, as formulated by the Board is available on the Company's website i.e. www.windsormachines.com

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return, in Form No. MGT-7, as they stood on the close of the financial year i.e. March 31, 2023 of the Company is available on the website of the Company at www.windsormachines.com.

Windsor Machines Limited believes that good financial results are not an end in itself to assess the success of any business; rather it is a means to achieving higher socio-economic goals.

In terms of section 135 and Schedule VII of the Companies Act, 2013 and Rules framed there under, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Board of Directors namely, Mr. Shishir Dalal, Mr. Jayant Thakur, Mr. Manoj Lodha and Mr. Vinay Bansod.

The CSR Committee of the Board has formulated CSR Policy which is approved by the Board of Directors and uploaded on its website at www.windsormachines.com. The Company has contributed its CSR fund to Gandhi Research Foundation to carry out Gandhian Education projects specially to spread Gandhian values and principles among the new generation, women empowerment and making the youth self-reliant. As per Rule 8(1) of Companies (Corporate Social Responsibility

Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure G.

The Company is committed to highest corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders. Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as Pursuant to Chapter IV read along with Schedule II of the SEBI (LODR) Regulations, 2015 with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of Annual Report.

As per Regulation 34(3) read along with Schedule V (B) of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis form part of this Annual Report.

As on March 31, 2023, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Mr. Shishir Dalal, Mr. M. K. Arora, Ms. Mahua Roy Chowdhury and Mr. Manoj Lodha. Mr. Shishir Dalal, an Independent Director, is the Chairman of the Audit Committee. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. Other details with regard to Audit Committee like term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report annexed, with this report.

The Nomination and Remuneration Committee comprises of four Independent- Non-Executive Directors. The members of the Committee are Mr. Shishir Dalal, Mr. M. K. Arora, Ms. Mahua Roy Chowdhury and Mr. Manoj Lodha. Mr. Shishir Dalal, an Independent Director, is the Chairman of the Nomination & Remuneration Committee. Other details with regard to Nomination and Remuneration Committee like term of reference, composition and attendance at meeting are provided in the Corporate Governance Report, annexed with this report.

For the year ended on March 31, 2023, The Stakeholders'

Relationship Committee consists of three Directors. The members of the Committee are Mr. Jayant Thakur, Mr. M.K. Arora and Mr. Vinay Bansod. Mr. Jayant Thakur- Non- Executive Director, is the Chairman of the Stakeholders' Relationship Committee. Other details with regard to Stakeholders' Relationship Committee like term of reference, re-constitution, composition and attendance at meeting are provided in the Corporate Governance Report.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company's procedures and practices. Periodic presentations are made at the Board/Committees meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company's strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management. Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company at www.windsormachines.com.

During Financial Year 2022-23, 1 (One) Independent Directors' Meeting and 5 (Five) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the Financial Year under review.

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at thr link https:// windsormachines.com/investors/

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/ employees and maintain the highest ethical standards of dealing in Company securities.

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed periodically by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As a part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. A copy of the Code of Conduct has been uploaded on your company's website www.windsormachines.com . The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them regularly on annual basis. A declaration signed by your Company Executive Director & CEO is published in this report.

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (LODR) Regulations, 2015.

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of your Company, in future.

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

There was no change in the nature of business during the year under review.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report;

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee to consider and resolve all sexual harassment complaints. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has duly complied secretarial standards (SS-1 and SS-2) issued by Institute of Company Secretaries of India(ICSI) and approved by Central Government under section 118(10) of the Companies Act, 2013.

During the year under review, industrial relations remained harmonious at all our offices and establishments.

Every year Electronic copies of the Annual Report and the Notice of AGM are used to send to all members whose email addresses are registered with the Company/Depository Participant(s). For Members who have not registered their email addresses, are requested to contact Company's Registrar and Share Transfer Agent, Link Intime India Private Limited or the Company Secretary of the Company for obtaining the copy of Annual Report by Email.

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, co-operation and support is helping us as a company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing Windsor Machines Limited. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.